Skyworks Solutions (SWKS) 10-K risk factor changes: FY2017 vs FY2016

Additional risks not currently known to us or other factors not perceived by us [added: to] present significant risks to our business at this time [removed: and] may impair our business operations, financial condition or results of operations.

Such periods of industry downturn are characterized by diminished product demand and revenue, manufacturing overcapacity, excess inventory levels, accelerated erosion of average selling prices, bad debt, inventory [removed: and] [added: charges,] restructuring [removed: and/or] [added: charges, and] asset impairment charges.

| • | market acceptance of our products and our [removed: customers,] [added: customer’s products,] and |

In fiscal [removed: 2016 and fiscal 2014,] [added: 2016,] two customers each accounted for greater than ten percent of our net revenue.

For further discussion see [Note [removed: 16](#s327FE0D9D5C41441B393E5D969A51B09)] [added: 16](#sE9C8EBD98F325144AEFCAD53020F8FE3)] to Item 8 of this Annual Report on Form 10-K.

This volatility has [added: affected,] and [removed: continues to] [added: could] significantly and negatively [removed: affect] [added: affect,] the market prices of securities of many technology companies, particularly the market price of our common stock.

We intend to pay quarterly [added: cash] dividends subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our stockholders.

Future [added: cash] dividends may be affected by, among other factors:

| • | our views on potential future capital requirements, including those related to acquisitions as well as research and [removed: development;] [added: development,] |

| • | use of cash to consummate various acquisition [removed: transactions;] [added: transactions,] |

| • | capital requirements related to stock repurchase [removed: programs;] [added: programs,] |

| • | changes in federal and state income tax laws or corporate [removed: laws;] [added: laws,] and |

Our [added: cash] dividend payments may change from time to time, and we cannot provide assurance that we will increase our [added: cash] dividend payment or declare [added: cash] dividends in any particular amounts or at all.

A reduction in our [added: cash] dividend payments could have a negative effect on our stock price.

This competition has resulted in, and is expected to continue to result in, declining average selling prices for our products and increased [removed: challenges in maintaining or increasing revenue, gross margin and market share.]

We continually evaluate expenditures for planned product development and [removed: to] choose among alternatives based on our understanding of customer technical requirements, new industry standards and expectations of future market growth.

If Original Equipment [removed: Manufacturers] [added: Manufacturers,] or OEMs, and Original Design Manufacturers, or ODMs, of communications electronics products do not design our products into their equipment, we will have difficulty selling those products.

[removed: Furthermore, as a result of our lengthy product] development and sales cycle, we may incur significant research and development expenses, and selling, general and administrative [added: expenses, without generating the anticipated revenue associated with these products.]

Our manufacturing processes are extremely complex and [removed: specialized] [added: specialized,] and disruptions could have a material adverse effect on our business, financial condition and results of operations.

These disruptions may result from electrical power outages, fire, earthquake, flooding, war, acts of terrorism, health advisories or risks, or other natural or [removed: manmade] [added: man-made] disasters, as well as equipment maintenance, repairs and/or upgrades.

[removed: Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may] require us to manufacture new products faster and for shorter periods while maintaining acceptable manufacturing yields and quality without, in many cases, reaching the longer-term, high-volume manufacturing conducive to higher manufacturing yields and declining costs.

Remaining competitive in the semiconductor industry [removed: requires transitioning] [added: depends upon our ability] to [added: develop new products, reduce costs in a timely manner, transition to] smaller geometry process [removed: technologies] [added: technologies,] and [removed: achieving] [added: achieve] higher levels of design integration.

Our foundries may not be able to effectively manage the transition or we may not be able to maintain our relationships with [removed: independent wafer fabrication facilities, called] [added: certain] foundries.

[removed: The potential] liabilities associated with these, and similar, provisions in certain of our customer contracts are in some cases capped at significant amounts, and in other cases are uncapped.

Although we own and operate [removed: an] assembly and test [removed: facility,] [added: facilities,] we still depend on subcontractors to package, assemble and test certain of our products at cost-competitive rates.

While we do not typically rely on a single source of supply for our raw materials, we are currently dependent on a limited [added: number of sole-source suppliers.]

Further, existing immigration [removed: laws] [added: laws, together with any changes to immigration policies or regulations in the United States, could] make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities in the United States, limiting the pool of available talent.

If licenses to such technology are not available on commercially reasonable terms and conditions or at all, and we cannot otherwise acquire or integrate such technology, our products or our customers’ products could become unmarketable or obsolete, and we could [removed: lose market share.]

[added: Finally, we maintain wafer fabrication facilities in] Kadoma, Japan and Osaka, Japan, as well as packaging, assembly and test facilities in Mexicali, Mexico and in Singapore.

| • | restrictive governmental actions (such as restrictions on transfer of funds and trade protection measures, including export duties, quotas, customs duties, [added: border taxes,] increased import or export controls and [removed: tariffs),] [added: tariffs) that could negatively impact trade between, or increase the cost of operating in, the countries in which Skyworks does business,] |

| • | changes in, or non-compliance with, legal or regulatory import/export requirements, [added: including restrictions on selling to certain customers or into certain jurisdictions,] |

| • | direct or indirect government [removed: actions] [added: actions, subsidies] or policies aimed at supporting local industry, |

| • | the laws and policies of the United States and other countries affecting trade, foreign investment and loans, [added: foreign travel,] and import or export licensing requirements, |

| • | changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments (including changes proposed in [added: the U.S. regarding corporate taxes, the taxation of income earned outside the U.S., and the taxation of imported and exported goods and services, as well as changes in] certain countries in Europe and elsewhere regarding corporate taxes, transfer pricing, and tax treaty provisions), |

In addition, changes in the political environment, governmental policies or United States-China relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our proprietary intellectual property, increased [added: taxation, restrictions on imports, import duties or currency revaluations, which could have an adverse effect on our business plans and operating results.]

To the extent the tax laws and regulations in these various countries and localities could change, [added: including the Base Erosion and Profit Shifting project being conducted by the Organization for Economic Co-operation and Development,] our tax liability in general could increase.

Heightened public focus on [added: climate change,] sustainability and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them.

In addition, our commitment to environmentally sustainable practices, while undertaken in a manner designed to be as efficient and cost effective as possible, may result [added: in] increases in costs of operations for us relative to our competitors until technologies and methods are developed that will help reduce those costs or such practices become industry best practice.

A number of domestic and foreign jurisdictions [added: restrict or may] seek to restrict the use of various substances, a number of which have been or are currently used in our products or processes.

For example, the European Union Restriction of Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) Directive [removed: now] requires that certain substances, which may be found in certain products we have manufactured in the past, be removed from all electronics components.

We employ certain methods, assumptions, estimates, and other subjective judgments in order to apply our accounting policies and to project future performance, projections which may be publicly disclosed from time to time.

Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results that differ significantly from previous estimates and projections.

In fiscal 2017, three customers each accounted for ten percent of greater of our net revenue.

challenges in maintaining or increasing revenue, gross margin and market share.

Furthermore, as a result of our lengthy product

| • | local economic and political conditions, including, but not limited to, social, economic and political instability related to the uncertainty regarding the relationships between the United States and Mexico, Russia, China, North Korea, Middle Eastern countries, other foreign countries, and the international community at large, and related to the United Kingdom’s pending withdrawal from the European Union, |

| • | withdrawal from, or renegotiation of, existing trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, and other countries in which Skyworks does business, |

Other jurisdictions in which we conduct business may establish legal and regulatory regimes that differ materially from United States laws and regulations.

Our SAW and TC-SAW filter manufacturing process is also specialized in nature and in the event of a disruption in production at our filter wafer fabrication facilities in Kadoma, Japan and Osaka, Japan or in our filter assembly and test facility in Singapore, for any reason, alternative filter production capacity would not be immediately available from third-party sources.

These disruptions could have a material adverse effect on our business, financial condition and results of operations.

Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may

The potential

Depending on the nature of the product defects, we may not be able to recoup our losses from our third-party suppliers.

Travel bans, difficulties obtaining visas and other restrictions on international travel could make it more difficult to effectively manage our international operations, collaborate as a global company or service our international customer base.

lose market share.

| • | our ability to generate sufficient earnings and cash flows, |

| | |

| --- | --- |

| | |

| --- | --- |

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially and adversely affect our quarterly or annual operating results.

Our success depends upon our ability to develop new products and reduce costs in a timely manner.

expenses, without generating the anticipated revenue associated with these products.

number of sole-source suppliers.

Finally, we maintain wafer fabrication facilities in

| • | local economic and political conditions, including social, economic and political instability, |

taxation, restrictions on imports, import duties or currency revaluations, which could have an adverse effect on our business plans and operating results.

Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including, but not limited to, those described below and in Item 1A “[Risk [removed: Factors](#sD5D09460058AC03F0682E5D9725A2835)”] [added: Factors](#sE227E7C57C2896472010AD530BE79D4B)”] and elsewhere in this Annual Report on Form 10-K.

Our key customers include [added: Amazon,] Arris, Bose, Cisco, [removed: Dell, Ericsson,] [added: DJI,] Foxconn, [removed: Fujitsu,] [added: Garmin,] General Electric, Google, Honeywell, HTC, Huawei, Landis & Gyr, Lenovo, LG Electronics, Microsoft, [removed: Nest,] [added: Motorola,] Netgear, Northrop Grumman, OPPO, Rockwell Collins, Samsung, [added: Sierra Wireless,] Sonos, [added: Technicolor,] VIVO, [added: Xiaomi,] and ZTE.

FISCAL YEARS ENDED SEPTEMBER [added: 29, 2017, SEPTEMBER] 30, 2016, [removed: OCTOBER 2, 2015,] AND OCTOBER [removed: 3, 2014.][added: 2, 2015.]

| | September [added: 29, 2017 | | | September] 30, 2016 | | | October 2, 2015 | | [removed: | October 3, 2014 | |]

| Cost of goods sold | [removed: 49.4] [added: 49.6] | | | [removed: 52.3] [added: 49.4] | | | [removed: 55.4] [added: 52.3] | |

| Gross profit | [removed: 50.6] [added: 50.4] | | | [removed: 47.7] [added: 50.6] | | | [removed: 44.6] [added: 47.7] | |

| Research and development | [removed: 9.5] [added: 9.7] | | | [removed: 9.3] [added: 9.5] | | | [removed: 11.0] [added: 9.3] | |

| Selling, general and administrative | [removed: 6.0] [added: 5.6] | | | [removed: 5.9] [added: 6.0] | | | [removed: 7.8] [added: 5.9] | |

| Amortization of intangibles | [removed: 1.0] [added: 0.8] | | | 1.0 | | | [removed: 1.1] [added: 1.0] | |

| Restructuring and other charges | [removed: 0.1] [added: —] | | | 0.1 | | | [removed: —] [added: 0.1] | |

| Total operating expenses | [removed: 16.6] [added: 16.1] | | | [removed: 16.3] [added: 16.6] | | | [removed: 19.9] [added: 16.3] | |

| Operating income | [removed: 34.0] [added: 34.3] | | | [removed: 31.4] [added: 34.0] | | | [removed: 24.7] [added: 31.4] | |

| Other [removed: (expense) income,] [added: income (expense),] net | [removed: (0.2] [added: 0.1] | [removed: )] | | [removed: —] [added: (0.2] | [added: )] | | — | |

| Merger termination fee | [removed: 2.7] [added: —] | | | [removed: —] [added: 2.7] | | | — | |

| Income before income taxes | [removed: 36.5] [added: 34.4] | | | [removed: 31.4] [added: 36.5] | | | [removed: 24.7] [added: 31.4] | |

| Provision for income taxes | [removed: 6.2] [added: 6.7] | | | [removed: 6.9] [added: 6.2] | | | [removed: 4.7] [added: 6.9] | |

| Net income | [removed: 30.3] [added: 27.7] | % | | [removed: 24.5] [added: 30.3] | % | | [removed: 20.0] [added: 24.5] | % |

During the fiscal year ended September [removed: 30, 2016,] [added: 29, 2017,] the following key factors contributed to our overall results of operations, financial position and cash flows:

| • | Net revenue increased to approximately [removed: $3.3 billion,] [added: $3,651 million,] an increase of [removed: 1%] [added: 11%] as compared to the prior fiscal year. This increase in revenue was primarily [removed: related to] [added: driven by] our [removed: continued growth] [added: success in capturing a higher share of the increasing radio frequency and analog content per device] as [removed: smartphones displace traditional cellular phones,] [added: smartphone models continue to evolve,] increased strength in emerging markets due to the adoption of [removed: 3G and 4G] [added: evolving] technologies, increases in applications for the [removed: Internet of Things,] [added: IoT,] and the [removed: expansion of our] [added: expanding] analog product portfolio [removed: to address additional content within the handset and tablet markets as well as] [added: supporting] new vertical markets including automotive, industrial, medical and [removed: military, partially offset by decreased end-market demand for certain smartphone models.] [added: military.] |

| • | Our ending cash and cash equivalents balance increased [removed: 4%] [added: 49%] to [removed: approximately $1,084] [added: $1,617] million in fiscal [removed: 2016] [added: 2017] from [removed: $1,044] [added: $1,084] million in fiscal [removed: 2015.] [added: 2016.] This was the result of [removed: an approximately 10%] [added: a 34%] increase in cash from operations to [removed: $1,096] [added: $1,471] million in fiscal [removed: 2016] [added: 2017] from [removed: $993] [added: $1,096] million in fiscal [removed: 2015] [added: 2016] due to higher net [removed: income, partially offset by] [added: income and] changes in [added: net] working capital. In addition, we returned [removed: approximately $726] [added: $647] million to shareholders through repurchasing [removed: eight] [added: 4.7] million shares of our common stock for [removed: $526] [added: $432] million together with payments of [removed: $201] [added: $215] million in cash dividends. Lastly, we invested approximately [removed: $189] [added: $303] million in capital [removed: expenditures and $132 million related to business acquisition activity during the fiscal year.] [added: expenditures.] |

| | September [removed: 30, 2016] [added: 29, 2017] | | | Change | [removed: October 2, 2015] [added: September 30, 2016] | | | Change | October [removed: 3, 2014] [added: 2, 2015] | | |

| Net revenue | $ | [removed: 3,289.0] [added: 3,651.4] | | [removed: 0.9%] [added: 11.0%] | $ | [removed: 3,258.4] [added: 3,289.0] | | [removed: 42.2%] [added: 0.9%] | $ | [removed: 2,291.5] [added: 3,258.4] | |

The $30.6 million increase in revenue in fiscal 2016 as compared to fiscal 2015 was primarily driven by our ability to capture a higher share of the increasing [removed: RF] [added: radio frequency] and analog content per device as smartphones continue to displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, the increasing number of applications for the [removed: Internet of Things,] [added: IoT,] and our expanding analog product portfolio supporting new vertical markets including automotive, industrial, medical and military.

The [removed: $966.9] [added: $362.4] million increase in revenue in fiscal [removed: 2015] [added: 2017] as compared to fiscal [removed: 2014] [added: 2016] was primarily driven by our [removed: ability to capture] [added: success in capturing] a higher share of the increasing [removed: RF] [added: radio frequency] and analog content per device [removed: due to more complex] [added: as] smartphones [removed: continuing] [added: models continue] to [removed: displace traditional cellular phones,] [added: evolve,] increased strength in emerging markets due to the adoption of [removed: 3G and 4G] [added: evolving] technologies, the increasing [removed: popularity] [added: number] of [removed: tablet computing and wearables,] [added: applications for the IoT,] and our expanding analog product portfolio supporting new vertical markets including automotive, industrial, medical and military.

For information regarding net revenue by geographic region and customer concentration, see [Note [removed: 16](#s327FE0D9D5C41441B393E5D969A51B09)] [added: 16](#sE9C8EBD98F325144AEFCAD53020F8FE3)] of Item 8 of this Annual Report on Form 10-K.

| Gross profit | $ | [removed: 1,665.2] [added: 1,841.8] | | [removed: 7.1%] [added: 10.6%] | $ | [removed: 1,554.5] [added: 1,665.2] | | [removed: 52.0%] [added: 7.1%] | $ | [removed: 1,022.7] [added: 1,554.5] | |

| % of net revenue | [removed: 50.6] [added: 50.4] | | % | | [removed: 47.7] [added: 50.6] | | % | | [removed: 44.6] [added: 47.7] | | % |

Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline [removed: at a normalized rate of five to ten percent per year.][added: over time.]

The increase in gross profit was primarily the result of higher unit volumes and lower overall per-unit material and manufacturing costs, with an aggregate gross profit benefit of $177.4 [added: million.]

Gross profit was [removed: $531.8] [added: $176.6] million greater in fiscal [removed: 2015] [added: 2017] as compared to fiscal [removed: 2014.][added: 2016.]

The increase in gross profit was primarily the result of higher unit [removed: volumes,] [added: volumes and] lower overall per-unit material and manufacturing [removed: costs] [added: costs,] with an aggregate gross profit benefit of [removed: $687.8] [added: $306.6] million.

These benefits were partially offset by the erosion of average selling [removed: price, unfavorable] [added: price and] changes in product mix [removed: and other costs] that combined to [removed: negatively impact gross profit by $156.0 million.]

As a result of these impacts, gross profit margin [removed: increased] [added: decreased] to [removed: 47.7%] [added: 50.4%] of net revenue for fiscal [removed: 2015.][added: 2017.]

| Research and development | $ | [removed: 312.4] [added: 355.2] | | [removed: 3.0%] [added: 13.7%] | $ | [removed: 303.2] [added: 312.4] | | [removed: 20.2%] [added: 3.0%] | $ | [removed: 252.2] [added: 303.2] | |

| % of net revenue | [removed: 9.5] [added: 9.7] | | % | | [removed: 9.3] [added: 9.5] | | % | | [removed: 11.0] [added: 9.3] | | % |

The increase in research and development expense in fiscal [removed: 2015] [added: 2017] as compared to fiscal [removed: 2014] [added: 2016] is primarily related to increased [removed: employee] [added: headcount, overall employee-related] compensation expense, [removed: including share-based compensation, of approximately $26.7 million] and [removed: increased] [added: expenses associated with] product development [removed: and other related expenses of approximately $24.3 million.][added: activity.]

Research and development expense [removed: decreased] [added: increased slightly] as a percentage of net revenue due to the aforementioned [removed: increase in net revenue.][added: factors.]

| Selling, general and administrative | $ | [removed: 195.9] [added: 204.6] | | [removed: 2.4%] [added: 4.4%] | $ | [removed: 191.3] [added: 195.9] | | [removed: 6.8%] [added: 2.4%] | $ | [removed: 179.1] [added: 191.3] | |

| % of net revenue | [removed: 6.0] [added: 5.6] | | % | | [removed: 5.9] [added: 6.0] | | % | | [removed: 7.8] [added: 5.9] | | % |

Selling, general and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period [removed: or prior periods] and other costs.

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

negatively impact gross profit by $130.0 million.

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

We do not anticipate any further significant charges associated with these restructuring activities.

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

| | September 29, 2017 | | | Change | September 30, 2016 | | | Change | October 2, 2015 | | |

We concluded a Canadian examination of our federal income tax returns for fiscal years 2010 and 2011 during fiscal 2017.

As a result, we decreased the reserve for uncertain tax positions which resulted in the recognition of an income tax benefit of $1.2 million in fiscal 2017.

These sources of cash were offset by uses of cash of: $69.2 million related to increases in inventory primarily related to end customer demand and $37.1 million in accounts receivable due to the timing of customer collections.

The cash used for capital expenditures was $303.3 million, primarily related to the purchase of manufacturing equipment to support the expansion of our assembly and test operations, filter production operations, and wafer fabrication facilities.

During fiscal 2017, we paid $13.7 million, net of cash acquired, to complete an acquisition and $12.1 million related to purchased intangibles.

These uses of cash were partially offset by the maturity of a $3.2 million investment during the period.

| • | $10.9 million in deferred payments related to deferred intangible asset purchases and contingent consideration payments. |

| Operating lease obligations | | 84.6 | | | | 21.2 | | | | 34.8 | | | | 15.4 | | | | 13.2 | | |

| Other commitments (3) | | 10.3 | | | | 10.2 | | | | 0.1 | | | | — | | | | — | | |

| Total | | $ | 201.1 | | | $ | 38.3 | | | $ | 49.3 | | | $ | 16.4 | | | $ | 97.1 | |

million.

These sources of cash were offset by uses of cash of: $181.5 million in accounts payable related to the timing of vendor payments, $147.3 million related to increased inventory primarily resulting from the insourcing and ramp of our filter business, and $20.4 million related to changes in other current and long-term assets.

The decrease was primarily related to the prior year’s expansion of our assembly and test facility in Mexicali, Mexico and the construction of a new filter fabrication facility in Osaka, Japan.

Capital expenditures in fiscal 2016 primarily relate to the continuation of the aforementioned expansions of the facilities in Mexico and Japan, and to a lesser extent, to our wafer fabrication facilities in the United States.

In addition, we paid $55.6 million in cash to complete two acquisitions and paid cash of $6.0 million to acquire intangible assets during the fiscal year.

| • | $76.5 million related to the exercise of the option to acquire the remaining 34% interest in the filter joint venture from Panasonic; and |

dividends are declared by the Board of Directors), outstanding commitments and other liquidity requirements associated with existing operations for at least the next 12 months.

Our cash and cash equivalent balance of $1,083.8 million at September 30, 2016, consisted of $607.2 million held domestically and $476.6 million held by foreign subsidiaries.

The remaining $35.4 million of foreign cash and cash equivalents was repatriated subsequent to the fiscal year ended September 30, 2016.

The Company did not incur any tax impact as a result of this repatriation and the repatriated cash and cash equivalents will be reported as domestic cash on a go-forward basis.

| Operating lease obligations | | 98.2 | | | | 23.9 | | | | 39.0 | | | | 18.0 | | | | 17.3 | | |

| Other commitments (3) | | 6.8 | | | | 6.2 | | | | 0.6 | | | | — | | | | — | | |

| Total | | $ | 195.8 | | | $ | 40.3 | | | $ | 45.0 | | | $ | 19.0 | | | $ | 91.5 | |

The main objectives of our investment activities are [removed: the] liquidity and preservation of capital.

Based on our results of operations for the fiscal year ended September [removed: 30, 2016,] [added: 29, 2017,] a hypothetical reduction in the interest rates on our cash and cash equivalents to zero would result in an [removed: immaterial] [added: approximately $5.6 million] reduction of interest income with [removed: a de minimis] [added: the resulting] impact on income before taxes.

Given the low interest rate environment, the objectives of our investment activities, and the relatively low interest income generated from our cash and cash equivalents and other investments, we do not believe that [removed: market,] investment or interest rate risks pose material exposures to our current business or results of operations.

For the fiscal years ended September [added: 29, 2017, September] 30, 2016, [added: and] October 2, 2015, [removed: and October 3, 2014,] we had foreign exchange (losses)/gains of [removed: ($0.3)] [added: ($3.1)] million, [removed: $1.7] [added: ($5.6)] million and [removed: $0.1] [added: $1.4] million, respectively.

Given the relatively small number of customers and arrangements with third-party manufacturers denominated in foreign currencies, we do not believe that foreign exchange volatility has a material impact on our [added: current business or results of operations.]

Our exposure to interest rate and general market risks relates principally to our investment portfolio which consists of cash and cash equivalents (time deposits, certificates of deposit and money market funds) that total $1,616.8 million as of September 29, 2017.

Our exposure to interest rate and general market risks related principally to our investment portfolio, and consisted of the following (in millions):

| | | | |

| --- | --- | --- | --- |

| | September 30, 2016 | | |

| Cash and cash equivalents (time deposits, certificates of deposit and money market funds) | $ | 1,083.8 | |

| Available for sale securities (auction rate security) at carrying value | 2.3 | | |

| Total | $ | 1,086.1 | |

We own $3.2 million of par value auction rate securities that are currently valued at $2.3 million as of September 30, 2016.

In the event that the market conditions change in the future and our auction rate security becomes fully and permanently impaired, the impact to income before income taxes would be the par value of the auction rate security of approximately $3.2 million as of September 30, 2016.

current business or results of operations.

Skyworks Solutions, Inc., together with its consolidated [removed: subsidiaries (“Skyworks” or the “Company”),] [added: subsidiaries,] is empowering the wireless networking revolution.

Our key customers include [added: Amazon,] Arris, Bose, Cisco, [removed: Dell,] [added: DJI,] Foxconn, [removed: Fujitsu,] [added: Garmin,] General Electric, Google, Honeywell, HTC, Huawei, Landis & Gyr, Lenovo, LG Electronics, Microsoft, [removed: Nest,] [added: Motorola,] Netgear, Northrop Grumman, OPPO, Rockwell Collins, Samsung, [added: Sierra Wireless,] Sonos, [added: Technicolor,] VIVO, [added: Xiaomi] and ZTE.

We make available free of charge on our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, [removed: Section 16 filings on Forms 3, 4] and [removed: 5, and] amendments to those reports as soon as practicable after we electronically submit such material to the SEC.

In August 2016, we acquired the remaining [removed: 34%] [added: 34 percent] interest in a joint venture that was initially created in August 2014 with Panasonic Corporation, through its Automotive & Industrial Systems Company (“Panasonic”) for the design, manufacture and sale of Panasonic’s SAW and TC-SAW filter products.

With the overall demand for SAW and TC-SAW filters increasing [added: and] as [removed: the] technology and product architectures become more complex and the number of required bands grows, this investment assists us in securing a consistent supply of SAW and TC-SAW filters, in addition to allowing us to integrate filters into the design and production of our own products.

Semiconductor devices continue becoming smaller, more powerful, and easier to integrate across multiple communication protocols, which [added: in turn] is enabling [removed: the Internet of Things.][added: mobile and IoT ecosystems.]

[added: Skyworks is enabling these opportunities with highly customized system] solutions supporting a broad set of wireless [removed: protocols,] [added: protocols] including cellular LTE, Wi-Fi, [removed: Bluetooth, Zigbee] [added: Bluetooth®, LoRa, Thread] and [removed: emerging 5G standards.][added: Zigbee®.]

[removed: At the same time, in] [added: Demand for connectivity across] emerging markets around the [removed: world, the demand for mobile connectivity] [added: world also] continues to grow as the industry drives toward connecting the billions of people who remain unconnected.

We are at the forefront of advanced multi-chip module integration and offer unmatched technology breadth, providing deep expertise in CMOS, SOI, GaAs and [removed: filters] [added: filters,] and [removed: maintaining] [added: maintain] strategic partnerships with outside [added: independent wafer fabrication facilities, called] foundries.

[removed: Key] [added: Towards that end, key] elements of our strategy include:

As the industry migrates to more complex LTE [added: and 5G] architectures across a multitude of wireless broadband applications, we are uniquely positioned to help mobile device manufacturers handle growing levels of system complexity in the transmit and receive chain.

We also hold strong technology leadership positions in passive devices, advanced integration including proprietary shielding and 3-D die [removed: stacking,] [added: stacking] as well as SAW and [removed: TC SAW] [added: TC-SAW] filters.

Our product portfolio is reinforced by a library of approximately [removed: 2,600] [added: 3,000] worldwide patents and other intellectual property that we own and control.

Given our scale and technology leadership, we are engaged with key original equipment manufacturers [removed: (“OEM”),] [added: (“OEMs”),] smartphone providers and baseband reference design partners.

Our customers value our supply chain strength, our innovative technology and our system engineering [removed: expertise] [added: expertise,] resulting in deep customer loyalty.

We are diversifying our business in three areas: our addressed markets, our customer base and our product [removed: offerings to enable stronger and more consistent financial returns.][added: offerings.]

In these markets we leverage our scale, intellectual property and worldwide distribution network, which spans over [removed: 2,000] [added: 2,500] customers and over 2,500 analog components.

We [removed: either] vertically integrate our supply chain where we can [removed: create] [added: with highly specialized internal manufacturing capabilities, creating] a competitive advantage, or enter into alliances and strategic relationships for leading-edge [removed: capabilities.][added: technologies.]

This hybrid manufacturing model allows us to better balance our manufacturing capacity with the [removed: demands] [added: demand] of the marketplace.

[removed: Internally, our] [added: Our internal] capacity utilization remains [removed: high and we have therefore been able to maintain margins and achieve] [added: high, resulting in an increase of] our [removed: desired] [added: gross margin and the] return on invested capital on a broader range of revenue.

Additionally, we continue to [removed: strive to achieve the industry’s shortest] [added: drive reductions in] product design and manufacturing cycle times and [removed: highest] [added: further improve] product yields.

Given our product volume and overall utilization we strive to achieve a best-in-class return on investment and operating income to reward [removed: shareholders with increasing returns.][added: shareholders.]

Certain distributors have agreements with us which allow for certain sales returns, stock rotations and price protection on certain inventory if we lower the price of those products (see “[Critical Accounting [removed: Estimates](#s61885F3A93C72D9CEF57E5D9747F630F)”] [added: Estimates](#sD5B800C15D578E0CA445AD530E0D19F3)”] in Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and [Note [removed: 2](#s9C3BCE7B6B88761BA7A2E5D9692CAEF1)] [added: 2](#s27E81CA161B18CA32A9FAD5300B12B3B)] to Item 8 of this Annual Report on Form 10-K for further detail on revenue reserves).

In the fiscal [removed: years] [added: year] ended September [removed: 30, 2016 (“fiscal 2016”) and October 3, 2014] [added: 29, 2017] (“fiscal [removed: 2014”), two] [added: 2017”), three] customers—Foxconn Technology Group (together with its affiliates and other suppliers to a large OEM for use in multiple applications including smartphones, tablets, routers, desktop and notebook computers, [removed: “Foxconn”) and] [added: “Foxconn”),] Samsung Electronics [removed: (“Samsung”)—each] [added: (“Samsung”), and Huawei Technology Co., Ltd.—each] constituted [removed: more than] ten percent [added: or more] of our net revenue.

For further information regarding customer concentrations see [Note [removed: 16](#s327FE0D9D5C41441B393E5D969A51B09)] [added: 16](#sE9C8EBD98F325144AEFCAD53020F8FE3)] to Item 8 of this Annual Report on Form 10-K.

[removed: In addition, the laws of some foreign countries do not protect proprietary rights] to the same extent as the laws of the United States, and effective copyright, patent, trademark and trade secret protection may not be available in those jurisdictions.

[added: In addition to protecting our intellectual property, we strive to strengthen our intellectual property] portfolio to enhance our ability to obtain cross-licenses of intellectual property from others, to obtain access to intellectual property we do not possess and to more favorably resolve potential intellectual property claims against us.

Consistent with trends in the industry, we anticipate that average selling prices for our established products will continue to decline [removed: at a normalized rate of five to ten percent per year.][added: over time.]

We invested [removed: $312.4] [added: $355.2] million, [removed: $303.2] [added: $312.4] million and [removed: $252.2] [added: $303.2] million in research and development during fiscal [removed: 2016,] [added: 2017,] fiscal [removed: 2015] [added: 2016] and fiscal [removed: 2014,] [added: 2015,] respectively.

Most of our customers have mandated that our products comply with various local, regional and national “green” initiatives initiated by [removed: our customers or the locations in which they operate.]

We believe that our current expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection, and other expenditures for the [added: resolution of environmental claims, will not have a material adverse effect on our liquidity and capital resources, competitive position or financial condition.]

The [removed: highest demand for our products generally occurs in our first fiscal quarter ending in December and the] lowest demand for our handset products generally occurs in our second fiscal quarter ending in March.

For information regarding net revenue by geographic region for each of the last three fiscal years, see [Note [removed: 16](#s327FE0D9D5C41441B393E5D969A51B09)] [added: 16](#sE9C8EBD98F325144AEFCAD53020F8FE3)] to Item 8 of this Annual Report on Form 10-K.

As of September [removed: 30, 2016,] [added: 29, 2017,] we employed approximately [removed: 7,300] [added: 8,400] employees world-wide.

Approximately [removed: 860] [added: 1,000] of our employees in Mexico, [removed: 450] [added: 250] employees in Singapore, and 200 employees in Japan are covered by collective bargaining and other union agreements.

With wireless platforms serving as virtual hubs for e-commerce, enterprise to the cloud, social media, gaming and entertainment, these devices are enabling a new, multi-trillion dollar economy as the traditional brick-and-mortar model gives way to mobile-centric business models.

Popular apps including Amazon, Facebook, Netflix, Spotify, Uber, Waze and YouTube all require ultra-fast, highly secure, low-latency and always-on connectivity as well as GPS location-based services.

As a result, semiconductor solutions are becoming increasingly relevant, particularly as they resolve the daunting analog and RF complexities that are challenging the capabilities of existing hardware and the supporting network infrastructure.

Within mobile, Skyworks facilitates ubiquitous data creation, delivery and storage as smartphones transmit and receive immense amounts of content supporting multimedia streaming, social networking, gaming and emerging virtual reality.

To enable these applications, we deliver highly integrated solutions leveraging our amplification, filtering, tuning, power management and packaging capabilities to continuously push the performance envelope.

According to The GSMA Foundation, there will be 5.7 billion mobile subscribers by 2020, representing almost three-quarters of the world’s population.

Subscriber growth over this period is forecast to be driven primarily by large markets in Asia, such as India, which alone is expected to add 310 million new unique subscribers by 2020.

At the same time, connectivity is proliferating into an adjacent set of IoT markets.

From smart homes to the smart grid and from industrial to wearables, the number of connected devices is increasing exponentially.

In fact, IHS Markit Ltd. projects the IoT market to grow from an installed base of 15 billion units in 2015 to more than 75 billion units by 2025.

Looking ahead to 5G, we see a market that presents a massive growth opportunity for our industry and certainly for Skyworks.

5G data rates will approach ten to 100 times the fastest 4G speeds of today with near zero latency.

To put this in perspective, downloading a full-length HD movie in 3G took one day; in 4G, the same file took minutes.

On a 5G network, this content will be downloaded in mere seconds.

By 2020 a single autonomous car is expected to consume 4,000 gigabytes of data per day in real-time diagnostics, positioning and vehicle-to-vehicle communications—that is equivalent to the daily data consumed by more than 2,000 smartphone users in 2017.

We expect the key catalysts for Skyworks to be the insatiable demand for data and the profitable usage model for both Mobile and IoT applications—as each connection becomes more valuable and vital particularly as the world embraces 5G.

Our ambitious vision is to connect everyone and everything, all the time.

In the fiscal year ended September 30, 2016 (“fiscal 2016”), two customers—Foxconn and Samsung—each constituted more than ten percent of our net revenue.

In addition, the laws of some foreign countries do not protect proprietary rights

such customers or the locations in which they operate.

The highest demand for our products generally occurs in our first fiscal quarter ending in December and the fourth fiscal quarter ending in September.

In January 2012, we acquired Advanced Analogic Technologies Inc. (“AATI”) and accelerated our entry into vertical markets with highly complementary analog semiconductor product lines, including battery chargers, DC/DC converters, voltage regulators and LED drivers.

Power management semiconductors represent a strategic growth market for us in applications like voltage regulation, energy efficiency and panel backlighting within the consumer electronics, computing and communications markets.

In June 2011, we acquired SiGe Semiconductor, Inc. (“SiGe”) and expanded our RF front-end solutions to facilitate wireless multimedia across a wide range of new applications.

The acquisition of SiGe complemented our strong position in wide area front-end solutions by adding SiGe’s innovative short range, silicon-based products.

As a result, today we offer customers a comprehensive wireless networking portfolio, supporting all key operating frequencies with greater architectural flexibility to address a variety of high growth applications.

The billions of connected devices that comprise the Internet of Things are being enabled and powered by a combination of sensors, microcontrollers, as well as connectivity and power management solutions.

According to Cisco’s Annual Visual Networking report, between 2015 and 2020, the Internet of Things will grow faster than any other category of connected devices.

In particular, the number of machine-to-machine connections is expected to grow from 4.9 billion in 2015 to 12.2 billion in 2020, with machine-to-machine connections representing nearly half of total connected devices.

As a result, these trends provide the Company with growth opportunities across new and emerging markets and applications.

This is helping to fuel our growth and expand our served markets.

In fact, today there are a number of groundbreaking devices leveraging Skyworks’ technology—from the newest smartphones to the factory floor to hospitals and medical providers to the automated home, connected car, and wearables.

Skyworks is enabling these opportunities with highly customized system

Within smartphones and other mobile platforms, we are benefiting from the complexity associated with the increasing number of frequency bands as well as from the multitude of RF design challenges brought about as consumers use their devices to stream video, make purchases, network on social media platforms, participate in online gaming, pay bills and much more.

These design challenges require a broad set of core competencies to ensure seamless handoffs between multiple air interface standards and to effectively address signal transmission and conditioning, power management, voltage regulation, filtering and tuning complexities.

As a result, our customers’ needs have dramatically moved away from discrete components toward customized integrated solutions that integrate adjacent functionality and analog content.

According to the Global Semiconductor Market Association, more than 65 percent of the global population will use smartphones by 2020, with emerging markets forecasted to lead this growth.

Our overall strategy is to enable all forms of connectivity through semiconductor innovation.

In addition to protecting our intellectual property, we strive to strengthen our intellectual property

resolution of environmental claims, will not have a material adverse effect on our liquidity and capital resources, competitive position or financial condition.

The information set forth under [Note [removed: 12](#s21E19D777632E6D5B58CE5D969CC0178)] [added: 12](#sDE4DAA281F681968E724AD5301DDE6EB)] of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended September [removed: 30, 2016][added: 29, 2017]

Indicate by check mark whether the registrant is [added: a] large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and “emerging growth company,”] in Rule 12b-2 of the Exchange Act.

| Large Accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | [added: Emerging growth company o |]

| | | (Do not check if a smaller reporting company) | | [added: |]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of the registrant’s common stock as reported on the NASDAQ Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter [removed: April 1, 2016)] [added: March 31, 2017)] was approximately [removed: $14,812,361,660.][added: $18,022,200,659.]

The number of outstanding shares of the registrant’s common stock, par value $0.25 per share, as of November [removed: 11, 2016,] [added: 3, 2017,] was [removed: 185,813,926.][added: 183,189,590.]

| Part III | | Portions of the Registrant’s Proxy Statement relating to the Registrant’s [removed: 2017] [added: 2018] Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. |

FOR THE YEAR ENDED SEPTEMBER [removed: 30, 2016][added: 29, 2017]

| [ITEM 1: [removed: BUSINESS.](#sA4C2F035CD771CB971A9E5D972357221)] [added: BUSINESS.](#s013636C0B336A8BBC92EAD530BC986E0)] | [removed: [5](#sA4C2F035CD771CB971A9E5D972357221)] [added: [5](#s013636C0B336A8BBC92EAD530BC986E0)] |

| [ITEM 1A: RISK [removed: FACTORS.](#sD5D09460058AC03F0682E5D9725A2835)] [added: FACTORS.](#sE227E7C57C2896472010AD530BE79D4B)] | [removed: [10](#sD5D09460058AC03F0682E5D9725A2835)] [added: [10](#sE227E7C57C2896472010AD530BE79D4B)] |

| [ITEM 1B: UNRESOLVED STAFF [removed: COMMENTS.](#sD7D1F3ACF2608CF3CF85E5D9728E01BF)] [added: COMMENTS.](#s40EF7C55E1C4D62802EBAD530C19A90F)] | [removed: [21](#sD7D1F3ACF2608CF3CF85E5D9728E01BF)] [added: [21](#s40EF7C55E1C4D62802EBAD530C19A90F)] |

| [ITEM 2: [removed: PROPERTIES.](#s51FF773D8EF30C89B937E5D972AA40E7)] [added: PROPERTIES.](#sAE96A01CB26B077D0603AD530C37ECA3)] | [removed: [21](#s51FF773D8EF30C89B937E5D972AA40E7)] [added: [21](#sAE96A01CB26B077D0603AD530C37ECA3)] |

| [ITEM 3: LEGAL [removed: PROCEEDINGS.](#s00D2BB2ABEF7722CD0A1E5D972DC3622)] [added: PROCEEDINGS.](#sCF6DF062C88D3E9DD93BAD530C69F237)] | [removed: [21](#s00D2BB2ABEF7722CD0A1E5D972DC3622)] [added: [21](#sCF6DF062C88D3E9DD93BAD530C69F237)] |

| [ITEM 4: MINE SAFETY [removed: DISCLOSURES](#s4EF3E2E01BABE0AE6031E5D972FEE4DB).] [added: DISCLOSURES](#s5A7790A36FC83BF99633AD530C916C37).] | [removed: [22](#s4EF3E2E01BABE0AE6031E5D972FEE4DB)] [added: [22](#s5A7790A36FC83BF99633AD530C916C37)] |

| [ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#sF9EF8E6AAA0B9FE88EE1E5D97353A174)] [added: SECURITIES.](#s8CD6E6F8779371547D95AD530CE180FA)] | [removed: [23](#sF9EF8E6AAA0B9FE88EE1E5D97353A174)] [added: [23](#s8CD6E6F8779371547D95AD530CE180FA)] |

| [ITEM 6: SELECTED FINANCIAL [removed: DATA.](#sA15D146CB25C3A9F8CD1E5D96D0398D4)] [added: DATA.](#s1FFB096D1E866C55D756AD5306BFD312)] | [removed: [23](#sA15D146CB25C3A9F8CD1E5D96D0398D4)] [added: [24](#s1FFB096D1E866C55D756AD5306BFD312)] |

| [ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#sD65A91C5F3070F2E1421E5D973AD0DAD)] [added: OPERATIONS.](#s9D96C2A1038C1C39EB42AD530D31C7D4)] | [removed: [25](#sD65A91C5F3070F2E1421E5D973AD0DAD)] [added: [25](#s9D96C2A1038C1C39EB42AD530D31C7D4)] |

| [ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK.](#s8937B0B2EBDC92C91115E5D9703FB9C8)] [added: RISK.](#s402ECB202A615A45C463AD5309FD4F85)] | [removed: [33](#s8937B0B2EBDC92C91115E5D9703FB9C8)] [added: [32](#s402ECB202A615A45C463AD5309FD4F85)] |

| [ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#s1D2DCFA47C70B6E6BA56E5D96CD97AD2)] [added: DATA.](#s1B658370DC6776E1C5F1AD53065B7A1D)] | [removed: [35](#s1D2DCFA47C70B6E6BA56E5D96CD97AD2)] [added: [34](#s1B658370DC6776E1C5F1AD53065B7A1D)] |

| [ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE.](#sD0467F5F871CED0885B0E5D979B41E79)] [added: DISCLOSURE.](#s230A60492FB88C5B96EFAD5313B7EE33)] | [removed: [62](#sD0467F5F871CED0885B0E5D979B41E79)] [added: [62](#s230A60492FB88C5B96EFAD5313B7EE33)] |

| [ITEM 9A: CONTROLS AND [removed: PROCEDURES.](#s5C2848C670D2D81828DFE5D979D3A883)] [added: PROCEDURES.](#s779181B8D3965FFD26BEAD5313F3DA98)] | [removed: [62](#s5C2848C670D2D81828DFE5D979D3A883)] [added: [62](#s779181B8D3965FFD26BEAD5313F3DA98)] |

| [ITEM 9B: OTHER [removed: INFORMATION.](#s2F6605927221733E3A22E5D97A054B40)] [added: INFORMATION.](#sF85D6DDA62B73339708CAD531407D883)] | [removed: [63](#s2F6605927221733E3A22E5D97A054B40)] [added: [63](#sF85D6DDA62B73339708CAD531407D883)] |

| [PART [removed: III](#sE5F86D1A9CE5D735586CE5D97A29E5FB)] [added: III](#sE4E0095CB96797E2F6D6AD5314392D79)] | |

| [ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE.](#s3EB51C3249E407A7021FE5D97A5C3683)] [added: GOVERNANCE.](#s1A0B561ECF629A9A2956AD531461DE67)] | [removed: [63](#s3EB51C3249E407A7021FE5D97A5C3683)] [added: [63](#s1A0B561ECF629A9A2956AD531461DE67)] |

| [ITEM 11: EXECUTIVE [removed: COMPENSATION.](#s0BEEF010FFF45427F9C3E5D97A79DB6B)] [added: COMPENSATION.](#s0B5381B5A4C51002FD29AD5314932114)] | [removed: [64](#s0BEEF010FFF45427F9C3E5D97A79DB6B)] [added: [63](#s0B5381B5A4C51002FD29AD5314932114)] |

| [ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS.](#s1412FDA112787E6DBA37E5D97AAC5667)] [added: MATTERS.](#s1446B54F9CA9EF62D907AD5314B142EC)] | [removed: [64](#s1412FDA112787E6DBA37E5D97AAC5667)] [added: [63](#s1446B54F9CA9EF62D907AD5314B142EC)] |

| [ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE.](#sBA77739078D820DFFC2BE5D97ACD2522)] [added: INDEPENDENCE.](#s4C819B0BEAF029F5D524AD5314E36093)] | [removed: [64](#sBA77739078D820DFFC2BE5D97ACD2522)] [added: [63](#s4C819B0BEAF029F5D524AD5314E36093)] |

| [ITEM 14: PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES.](#s1D0D22EBAC5981E1805DE5D97AFFBB6C)] [added: SERVICES.](#sA103DA79CDE4C81AC0A8AD531501E08E)] | [removed: [64](#s1D0D22EBAC5981E1805DE5D97AFFBB6C)] [added: [63](#sA103DA79CDE4C81AC0A8AD531501E08E)] |

| [ITEM 15: EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES.](#sE6D33A792981880B78B8E5D97B56A688)] [added: SCHEDULES.](#s53D570AAB04AB9D882FCAD53155BB27D)] | [removed: [65](#sE6D33A792981880B78B8E5D97B56A688)] [added: [64](#s53D570AAB04AB9D882FCAD53155BB27D)] |

Although forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known [added: and understood] by us.

In this document, the words “we”, “our”, “ours”, “us”, [added: “Skyworks”,] and “the Company” refer only to Skyworks Solutions, Inc., and its consolidated subsidiaries and not any other person or entity.

[removed: Skyworks, the star design logo, SkyOne, SkyBlue,] [added: Skyworks] and [removed: SkyLiTE] [added: the Skyworks symbol] are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and [removed: in] other countries.

10-K 1 fy1710k92917.htm 10-K

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [PART I](#s6EF612AED81AC84931D6AD530B97EF97) | |

| [PART II](#sB8F87A8A24836248986CAD530CC3FF77) | |

| [PART IV](#sC4ED8674870D1D2E0AD9AD5315331C48) | |

| [ITEM 16: FORM 10-K SUMMARY](#sa3ef103b8a08454bb795b7f770e1475c) | [64](#s53D570AAB04AB9D882FCAD53155BB27D) |

| [SIGNATURES](#s72FCCA23008A6A37EB72AD53158D5804) | [69](#s72FCCA23008A6A37EB72AD53158D5804) |

| | |

Third-party brands and names are for identification purposes only, and are the property of their respective owners.

10-K 1 fy1610k93016.htm 10-K

| | | | |

| --- | --- | --- | --- |

| [PART I](#s8667D9ED54BA822099F7E5D97203EA92) | |

| [PART II](#sE424EBF03048C0E5F7B1E5D9732F377E) | |

| [PART IV](#sB4D9750BCEF6AE16E8A4E5D97B2444CB) | |

| [SIGNATURES](#s12101DA460B86FF5E406E5D97BBD5690) | [66](#s12101DA460B86FF5E406E5D97BBD5690) |

All other brands and names listed are trademarks of their respective companies.

For information regarding property, plant and equipment by geographic region for each of the last three fiscal years, see [Note [removed: 16](#s327FE0D9D5C41441B393E5D969A51B09)] [added: 16](#sE9C8EBD98F325144AEFCAD53020F8FE3)] to Item 8 of this Annual Report on Form 10-K.

| Mexicali, Mexico | | Leased | | [removed: 178,000] [added: 200,600] | | Manufacturing and office space |

| Basking Ridge, New Jersey | | Leased | | 21,800 | | Design center |

| Gyeonggi-Do, Korea | | Leased | | 20,800 | | Design center |

| | September [removed: 30, 2016] [added: 29, 2017] | | | | | | | | | | | | [removed: October 2, 2015] [added: September 30, 2016] | | | | | | | | | | |

| First quarter | $ | [removed: 87.92] [added: 80.15] | | | $ | [removed: 74.63] [added: 71.78] | | | $ | [removed: 0.26] [added: 0.28] | | | $ | [removed: 74.49] [added: 87.92] | | | $ | [removed: 45.32] [added: 74.63] | | | $ | [removed: 0.13] [added: 0.26] | |

| Second quarter | $ | [removed: 78.18] [added: 99.11] | | | $ | [removed: 55.85] [added: 74.57] | | | $ | [removed: 0.26] [added: 0.28] | | | $ | [removed: 102.05] [added: 78.18] | | | $ | [removed: 69.83] [added: 55.85] | | | $ | [removed: 0.13] [added: 0.26] | |

| Third quarter | $ | [removed: 78.21] [added: 111.01] | | | $ | [removed: 58.01] [added: 95.95] | | | $ | [removed: 0.26] [added: 0.28] | | | $ | [removed: 110.92] [added: 78.21] | | | $ | [removed: 92.25] [added: 58.01] | | | $ | [removed: 0.13] [added: 0.26] | |

| Fourth quarter | $ | [removed: 77.02] [added: 109.55] | | | $ | [removed: 58.82] [added: 95.34] | | | $ | [removed: 0.28] [added: 0.32] | | | $ | [removed: 103.97] [added: 77.02] | | | $ | [removed: 79.07] [added: 58.82] | | | $ | [removed: 0.26] [added: 0.28] | |

The number of stockholders of record of our common stock as of November [removed: 14, 2016] [added: 3, 2017] was [removed: 19,882.][added: 14,389.]

On November [removed: 3, 2016,] [added: 6, 2017,] the Board of Directors declared a cash dividend of [removed: $0.28] [added: $0.32] per share of common stock, payable on December [removed: 8, 2016,] [added: 12, 2017,] to stockholders of record as of November [removed: 17, 2016.][added: 21, 2017.]

Future [added: cash] dividends may be affected by, among other items, our views on potential future capital requirements, including those relating to research and development, creation and expansion of sales distribution channels and investments and acquisitions, legal risks, stock repurchase programs, debt issuance, changes in federal and state income tax law and changes to our business model.

The following table provides information regarding repurchases of common stock made during the fiscal quarter ended September [removed: 30, 2016:][added: 29, 2017:]

(1)The [removed: stock] [added: share] repurchase program approved by the Board of Directors on [removed: July 19, 2016, authorizes] [added: January 17, 2017, authorized] the repurchase of up to [removed: $400.0] [added: $500.0] million of our common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements.

The share repurchase program is scheduled to expire on [removed: July 19, 2018.][added: January 17, 2019.]

(3) [removed: 750,000] [added: 600,000] shares were repurchased at an average price of [removed: $65.09] [added: $102.28] per share as part of our [removed: stock] [added: share] repurchase program and [removed: 1,023] [added: 2,137] shares were withheld for tax obligations under restricted stock agreements with an average price of [removed: $65.23.][added: $105.53.]

(4) [removed: 1,600,732] [added: 400,000] shares were repurchased at an average price of [removed: $66.15] [added: $101.08] per share as part of our [removed: stock] [added: share] repurchase program and [removed: 1,126] [added: 2,615] shares were withheld for tax obligations under restricted stock agreements with an average price of [removed: $68.72.][added: $101.54.]

| 7/01/17-7/28/17 | 4,909 (2) | $97.17 | — | $275.9 million |

| 7/29/17-8/25/17 | 602,137(3) | $102.29 | 600,000 | $214.6 million |

| 8/26/17-9/29/17 | 402,615(4) | $101.09 | 400,000 | $174.1 million |

| Total | 1,009,661 | | 1,000,000 | |

| 7/02/16-7/29/16 | 751,023(2) (3) | $65.09 | 750,000 | $351.2 million |

| 7/30/16-8/26/16 | 1,601,858(2) (4) | $66.15 | 1,600,732 | $245.3 million |

| 8/27/16-9/30/16 | 652,146(2) (5) | $67.62 | 650,000 | $201.4 million |

| Total | 3,005,027 | | 3,000,732 | |

(5) 650,000 shares were repurchased at an average price of $67.59 per share as part of our stock repurchase program and 2,146 shares were withheld for tax obligations under restricted stock agreements with an average price of $75.65.

The information set forth below for the five years ended September [removed: 30, 2016,] [added: 29, 2017,] is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and related notes included in Part II, Item 8 of this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below.

Fiscal [added: 2017,] 2016, 2015, [removed: 2013,] and [removed: 2012] [added: 2013] each consisted of 52 weeks and ended on September [added: 29, 2017, September] 30, 2016, October 2, 2015, [added: and] September 27, 2013, [removed: and September 28, 2012,] respectively.

| Statement of Operations Data: | September [added: 29, 2017 | | | | September] 30, 2016 (1) | | | | October 2, 2015 | | | | October 3, 2014 | | | | September 27, 2013 | | | [removed: | September 28, 2012 | | |]

| Net revenue | $ | [removed: 3,289.0] [added: 3,651.4] | | | $ | [removed: 3,258.4] [added: 3,289.0] | | | $ | [removed: 2,291.5] [added: 3,258.4] | | | $ | [removed: 1,792.0] [added: 2,291.5] | | | $ | [removed: 1,568.6] [added: 1,792.0] | |

| Operating income | $ | [removed: 1,118.7] [added: 1,253.8] | | | $ | [removed: 1,023.1] [added: 1,118.7] | | | $ | [removed: 565.2] [added: 1,023.1] | | | $ | [removed: 345.1] [added: 565.2] | | | $ | [removed: 255.6] [added: 345.1] | |

| Operating margin | [removed: 34.0] [added: 34.3] | | % | | [removed: 31.4] [added: 34.0] | | % | | [removed: 24.7] [added: 31.4] | | % | | [removed: 19.3] [added: 24.7] | | % | | [removed: 16.3] [added: 19.3] | | % |

| Net income | $ | [removed: 995.2] [added: 1,010.2] | | | $ | [removed: 798.3] [added: 995.2] | | | $ | [removed: 457.7] [added: 798.3] | | | $ | [removed: 278.1] [added: 457.7] | | | $ | [removed: 202.0] [added: 278.1] | |

| Basic | $ | [removed: 5.27] [added: 5.48] | | | $ | [removed: 4.21] [added: 5.27] | | | $ | [removed: 2.44] [added: 4.21] | | | $ | [removed: 1.48] [added: 2.44] | | | $ | [removed: 1.09] [added: 1.48] | |

| Diluted | $ | [removed: 5.18] [added: 5.41] | | | $ | [removed: 4.10] [added: 5.18] | | | $ | [removed: 2.38] [added: 4.10] | | | $ | [removed: 1.45] [added: 2.38] | | | $ | [removed: 1.05] [added: 1.45] | |

| Cash dividends declared per share | $ | [removed: 1.06] [added: 1.16] | | | $ | [removed: 0.65] [added: 1.06] | | | $ | [removed: 0.22] [added: 0.65] | | | $ | [removed: —] [added: 0.22] | | | $ | — | |

| Balance Sheet Data: | September [added: 29, 2017 | | | | September] 30, 2016 (1) | | | | October 2, 2015 | | | | October 3, 2014 | | | | September 27, 2013 | | | [removed: | September 28, 2012 | | |]

| Working capital | $ | [removed: 1,791.9] [added: 2,245.8] | | | $ | [removed: 1,450.8] [added: 1,791.9] | | | $ | [removed: 1,131.6] [added: 1,450.8] | | | $ | [removed: 893.6] [added: 1,131.6] | | | $ | [removed: 700.6] [added: 893.6] | |

| Property, plant and equipment, net | $ | [removed: 806.3] [added: 882.3] | | | $ | [removed: 826.4] [added: 806.3] | | | $ | [removed: 555.9] [added: 826.4] | | | $ | [removed: 328.6] [added: 555.9] | | | $ | [removed: 279.4] [added: 328.6] | |

| Total assets | $ | [removed: 3,855.4] [added: 4,573.6] | | | $ | [removed: 3,719.4] [added: 3,855.4] | | | $ | [removed: 2,973.8] [added: 3,719.4] | | | $ | [removed: 2,333.1] [added: 2,973.8] | | | $ | [removed: 2,136.6] [added: 2,333.1] | |

| Stockholders’ equity | $ | [removed: 3,541.4] [added: 4,065.7] | | | $ | [removed: 3,159.2] [added: 3,541.4] | | | $ | [removed: 2,532.4] [added: 3,159.2] | | | $ | [removed: 2,101.1] [added: 2,532.4] | | | $ | [removed: 1,905.5] [added: 2,101.1] | |

| (1) | [Report of Independent Registered Public Accounting [removed: Firm](#s13A0E36E57FEB0C67D5BE5D974F0D571)] [added: Firm](#s033E4BB21A905A29B66FAD530E8553B1)] | Page [removed: [36](#s13A0E36E57FEB0C67D5BE5D974F0D571)] [added: [35](#s033E4BB21A905A29B66FAD530E8553B1)] |

| (2) | [Consolidated Statements of Operations for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014](#s7DE134D7EF0645FDF246E5D969622496)] [added: 29, 2017](#s3E052F18C0BD092A004DAD53004D29A7)] | Page [removed: [37](#s7DE134D7EF0645FDF246E5D969622496)] [added: [36](#s3E052F18C0BD092A004DAD53004D29A7)] |

| (3) | [Consolidated Statements of Comprehensive Income for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014](#s5730D3BF799CD1B96829E5D969CF429A)] [added: 29, 2017](#s4D9A9B70FF3998BE4FF7AD5300570789)] | Page [removed: [38](#s5730D3BF799CD1B96829E5D969CF429A)] [added: [37](#s4D9A9B70FF3998BE4FF7AD5300570789)] |

| (4) | [Consolidated Balance Sheets [removed: for the Years Ended] [added: at] September [removed: 30, 2016,] [added: 29, 2017,] and [removed: October 2, 2015](#s385F58B9822FD184FBF1E5D969C164F7)] [added: September 30, 2016](#s45201E0F955681373D60AD5300611C25)] | Page [removed: [39](#s385F58B9822FD184FBF1E5D969C164F7)] [added: [38](#s45201E0F955681373D60AD5300611C25)] |

| (5) | [Consolidated Statements of Cash Flows for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] [added: 29, 2017](#s0B004C8A32B7D1C4D56AAD53006BE4F7)] | Page [removed: [40](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] [added: [39](#s0B004C8A32B7D1C4D56AAD53006BE4F7)] |

| (6) | [Consolidated Statements of Stockholders’ Equity for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014](#s8B4989995D674BA0B474E5D96952E7BF)] [added: 29, 2017](#s7C98BC622084B7ECE4DBAD530089446E)] | Page [removed: [41](#s8B4989995D674BA0B474E5D96952E7BF)] [added: [40](#s7C98BC622084B7ECE4DBAD530089446E)] |

| (7) | [Notes to Consolidated Financial [removed: Statements](#sAE600A3F5FE665183923E5D9764F0350)] [added: Statements](#s25A2C69DE94FA14A9E3FAD530FC5ED06)] | Page [removed: [42](#sAE600A3F5FE665183923E5D9764F0350)] [added: [41](#s25A2C69DE94FA14A9E3FAD530FC5ED06)] through [removed: [62](#sF462B9BC9CAD3C3971D3E5D9698A32E0)] [added: [61](#sFF05920283B2B4FC4C59AD53022D85D6)] |

We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries as of September [removed: 30, 2016] [added: 29, 2017] and [removed: October 2, 2015,] [added: September 30, 2016,] and the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three-year period ended September [removed: 30, 2016.][added: 29, 2017.]

We also have audited Skyworks Solutions, Inc.’s internal control over financial reporting as of September [removed: 30, 2016,] [added: 29, 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skyworks Solutions, Inc. and subsidiaries as of September [removed: 30, 2016] [added: 29, 2017] and [removed: October 2, 2015,] [added: September 30, 2016,] and the results of its operations and its cash flows for each of the years in the three-year period ended September [removed: 30, 2016,] [added: 29, 2017,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, Skyworks Solutions, Inc. maintained, in all material respects, effective internal control over financial reporting as of September [removed: 30, 2016,] [added: 29, 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) .

| | September [removed: 30, 2016] [added: 29, 2017] | | | | [removed: October 2, 2015] [added: September 30, 2016] | | | | October [removed: 3, 2014] [added: 2, 2015] | | |

| Net revenue | $ | [removed: 3,289.0] [added: 3,651.4] | | | $ | [removed: 3,258.4] [added: 3,289.0] | | | $ | [removed: 2,291.5] [added: 3,258.4] | |

| Cost of goods sold | [removed: 1,623.8] [added: 1,809.6] | | | | [removed: 1,703.9] [added: 1,623.8] | | | | [removed: 1,268.8] [added: 1,703.9] | | |

| Gross profit | [removed: 1,665.2] [added: 1,841.8] | | | | [removed: 1,554.5] [added: 1,665.2] | | | | [removed: 1,022.7] [added: 1,554.5] | | |

| Research and development | [removed: 312.4] [added: 355.2] | | | | [removed: 303.2] [added: 312.4] | | | | [removed: 252.2] [added: 303.2] | | |

| Selling, general and administrative | [removed: 195.9] [added: 204.6] | | | | [removed: 191.3] [added: 195.9] | | | | [removed: 179.1] [added: 191.3] | | |

| Amortization of intangibles | [removed: 33.4] [added: 27.6] | | | | [removed: 33.5] [added: 33.4] | | | | [removed: 25.9] [added: 33.5] | | |

| Restructuring and other charges | [removed: 4.8] [added: 0.6] | | | | [removed: 3.4] [added: 4.8] | | | | [removed: 0.3] [added: 3.4] | | |

| Total operating expenses | [removed: 546.5] [added: 588.0] | | | | [removed: 531.4] [added: 546.5] | | | | [removed: 457.5] [added: 531.4] | | |

| Operating income | [removed: 1,118.7] [added: 1,253.8] | | | | [removed: 1,023.1] [added: 1,118.7] | | | | [removed: 565.2] [added: 1,023.1] | | |

| Other [removed: (expense)] income, [added: (expense),] net | [removed: (6.6] [added: 3.2] | | [removed: )] | | [removed: 0.5] [added: (6.6] | | [added: )] | | [removed: —] [added: 0.5] | | |

| Merger termination fee | [removed: 88.5] [added: —] | | | | [removed: —] [added: 88.5] | | | | — | | |

| Income before income taxes | [removed: 1,200.6] [added: 1,257.0] | | | | [removed: 1,023.6] [added: 1,200.6] | | | | [removed: 565.2] [added: 1,023.6] | | |

| Provision for income taxes | [removed: 205.4] [added: 246.8] | | | | [removed: 225.3] [added: 205.4] | | | | [removed: 107.5] [added: 225.3] | | |

| Net income | $ | [removed: 995.2] [added: 1,010.2] | | | $ | [removed: 798.3] [added: 995.2] | | | $ | [removed: 457.7] [added: 798.3] | |

| Basic | $ | [removed: 5.27] [added: 5.48] | | | $ | [removed: 4.21] [added: 5.27] | | | $ | [removed: 2.44] [added: 4.21] | |

| Diluted | $ | [removed: 5.18] [added: 5.41] | | | $ | [removed: 4.10] [added: 5.18] | | | $ | [removed: 2.38] [added: 4.10] | |

| Basic | [removed: 188.7] [added: 184.3] | | | | [removed: 189.5] [added: 188.7] | | | | [removed: 187.2] [added: 189.5] | | |

| Diluted | [removed: 192.1] [added: 186.7] | | | | [removed: 194.9] [added: 192.1] | | | | [removed: 192.6] [added: 194.9] | | |

| Cash dividends declared and paid per share | $ | [removed: 1.06] [added: 1.16] | | | $ | [removed: 0.65] [added: 1.06] | | | $ | [removed: 0.22] [added: 0.65] | |

| Other comprehensive [removed: income, net of tax] [added: income] | | | | | | | | | | | |

| Pension adjustments | [removed: (1.8] [added: 0.7] | | [removed: )] | | [removed: (0.2] [added: (1.8] | | ) | | [removed: —] [added: (0.2] | | [added: )] |

| Foreign currency translation adjustment | [removed: (0.9] [added: 0.8] | | [removed: )] | | [removed: (3.1] [added: (0.9] | | ) | | [removed: (4.0] [added: (3.1] | | ) |

| Comprehensive income | $ | [removed: 992.5] [added: 1,012.6] | | | $ | [removed: 795.0] [added: 992.5] | | | $ | [removed: 453.7] [added: 795.0] | |

| | September [added: 29, 2017 | | | | September] 30, 2016 | | | | October 2, 2015 | | |

| Cash and cash equivalents | $ | [removed: 1,083.8] [added: 1,616.8] | | | $ | [removed: 1,043.6] [added: 1,083.8] | |

| Receivables, net of allowance for doubtful accounts of $0.5 and [removed: $0.4,] [added: $0.5,] respectively | [removed: 416.6] [added: 454.7] | | | | [removed: 538.0] [added: 416.6] | | |

| Inventory | [removed: 424.0] [added: 493.5] | | | | [removed: 267.9] [added: 424.0] | | |

| Other current assets | [removed: 77.7] [added: 68.7] | | | | [removed: 65.2] [added: 77.7] | | |

November 13, 2017

| Net income | $ | 1,010.2 | | | $ | 995.2 | | | $ | 798.3 | |

| Fair value of investments | 0.9 | | | | — | | | | — | | |

| | September 29, 2017 | | | | September 30, 2016 | | |

| Net income | $ | 1,010.2 | | | $ | 995.2 | | | $ | 798.3 | |

| Maturity of investments | 3.2 | | | | — | | | | — | | |

| Deferred payments for intangible assets | (5.5 | | ) | | — | | | | — | | |

| Payments of contingent consideration | (5.4 | | ) | | — | | | | — | | |

| Other comprehensive income | — | | | — | | | | — | | | — | | | | — | | | | — | | | | 2.4 | | | | 2.4 | | |

| Balance at September 29, 2017 | 183.1 | | | $ | 45.8 | | | 42.9 | | | $ | (1,925.0 | ) | | $ | 2,893.8 | | | $ | 3,059.6 | | | $ | (8.5 | ) | | $ | 4,065.7 | |

an instrument as a hedge is the instrument’s effectiveness in risk reduction.

would recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset or asset group.

GOODWILL

Forfeitures are estimated at the time of grant and revised, if

This assessment requires management to exercise significant judgment and make estimates

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax assets and liabilities as current and non-current in a classified balance sheet.

Instead, entities will be required to classify all deferred tax assets and liabilities as non-current.

The Company adopted this accounting standard update early, on a prospective basis, at the beginning of the fourth quarter of fiscal year 2017.

All deferred tax assets and liabilities as of September 29, 2017, have been classified as non-current in the accompanying Consolidated Balance Sheets and the notes thereto.

The adoption at the beginning of the fourth quarter of fiscal 2017 resulted in a $13.6 million decrease in current deferred tax assets, a $12.6 million increase in other assets on the Balance Sheet and a $0.5 million decrease to both current and non-current deferred tax liabilities.

No prior periods were retrospectively adjusted.

The Company has established a cross-functional team to assess the potential impact of the new revenue standard.

The assessment process consists of reviewing its current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to the Company’s revenue contracts and identifying appropriate changes to the Company’s business processes, systems and controls to support revenue recognition and disclosure requirements under the new standard.

The Company is currently evaluating the potential impact on its business processes, systems, controls and its consolidated financial statements of the new revenue standard and does not anticipate significant changes to its statement of operations.

The Company’s assessment will be completed during fiscal 2018 at which time the method of adoption will be selected.

The Company will adopt ASU 2016-09 in the first quarter of

fiscal 2018, and anticipates changes to its diluted share count, its tax provision, share-based compensation expense and cash flow from operations.

This ASU provides guidance on the presentation and classification of specific cash flow items to improve consistency within the statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income taxes (Topic 74): Intra-entity transfers of an asset other than inventory (“ASU 2016-16”).

This ASU provides guidance that changes the accounting for income tax effects of intra-entity transfers of assets other than inventory.

Under the new guidance, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset.

Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or deferred tax liability, as well as the related deferred tax benefit or expense, upon receipt of the asset.

The effective date for the standard is for fiscal years beginning after December, 15, 2017, on a modified retrospective basis, and early adoption is permitted.

The Company is currently evaluating the effect ASU 2016-16 will have on the consolidated financial statements as well as whether to adopt the new guidance early.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”).

This ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test.

The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount, and an impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.

The amendments are to be applied on a prospective basis.

November 22, 2016

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| Balance at September 27, 2013 | 187.9 | | | $ | 47.0 | | | 19.6 | | | $ | (365.3 | ) | | $ | 2,041.4 | | | $ | 378.9 | | | $ | (0.9 | ) | | $ | 2,101.1 | |

| Other comprehensive loss | — | | | — | | | | — | | | — | | | | — | | | | — | | | | (4.0 | | ) | | (4.0 | | ) |

Fiscal year 2014 consisted of 53 weeks and ended on October 3, 2014.

| | |

| --- | --- |

other things, technological changes, economic conditions, changes to its business model or changes in its operating performance.

GOODWILL AND INDEFINITE INTANGIBLE ASSETS

Indefinite-lived intangible assets comprise an insignificant portion of the total book value of the Company’s intangible assets.

Early adoption is permitted, but not before the first quarter of fiscal year 2018.

The Company has not yet selected a transition method and is still evaluating the impact of this ASU on its consolidated financial statements and related disclosure.

The standard addresses the classification and presentation of eight specific cash flow issues that currently result in diverse practices.

This pronouncement is effective for annual reporting periods beginning after December 15, 2017.

The amendments in this ASU should be applied using a retrospective approach.

These acquisitions are treated as asset purchases for tax purposes and accordingly, the goodwill resulting from these acquisitions is expected to be deductible.

The fair value estimates for the assets acquired and liabilities assumed for acquisitions completed during the fiscal year ended September 30, 2016, were based upon preliminary calculations and valuations, and the Company’s estimates and assumptions for each of these acquisitions are subject to change as it obtains additional information during the respective measurement periods (up to one year from the respective acquisition dates).

The impact of these acquisitions to the ongoing operations on the Company’s net revenue and net income was not significant for the fiscal year ended September 30, 2016.

On August 1, 2016, the Company exercised its purchase option on the joint venture with Panasonic with respect to the design, manufacture and sale of Panasonic filter products, and paid Panasonic $76.5 million in cash.

As a result of exercising the purchase option, the Company owns 100% of the filter joint venture.

On October 7, 2016, the Company acquired a business for $14.4 million in cash and contingent consideration ranging from zero to $20.0 million payable over a three-year period.

Due to the timing of the acquisition and the date of this filing, the Company has yet to assess the fair value of the assets acquired and liabilities assumed and accordingly, the disclosures required have been omitted.

Level 3 assets include an auction rate security that is classified as available for sale and recorded in other current assets and that is scheduled to mature in 2017.

Due to the illiquid market for this security the Company has classified the carrying value as a Level 3 asset with the difference between the par and carrying value being categorized as a temporary loss and recorded in accumulated other comprehensive loss.

On August 1, 2016, the Company exercised its option and paid cash for the remaining interest in the joint venture with Panasonic as detailed in [Note 3](#sB968F614906FDEF5E3F8E5D969402448) of these Notes to Consolidated Financial Statements.

This purchase option was recorded as a Level 3 liability as of October 2, 2015.

The Company held foreign currency call and put options (“foreign currency options”) that were intended to hedge the potential cash exposure related to the Panasonic purchase option.

These foreign currency options expired unexercised during the fiscal year ended September 30, 2016, as the call and put options were out of the money,

The Company classifies its contingent consideration related to its business combinations as detailed in [Note 3](#sB968F614906FDEF5E3F8E5D969402448) of these Notes to Consolidated Financial Statements, made during the fiscal year ended September 30, 3016, as Level 3 liabilities.

This assessment is

based on management judgment involved in computing the expected achievements of specified objectives that are payable up to two years from the anniversary of the acquisitions.

| Foreign currency derivative assets | — | | | | — | | | | — | | | | — | | | | 3.3 | | | | — | | | | — | | | | 3.3 | | |

| Purchase obligation recorded for business combinations | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 75.4 | | | $ | — | | | $ | — | | | $ | 75.4 | |

| Foreign currency derivative liabilities | — | | | | — | | | | — | | | | — | | | | 2.8 | | | | — | | | | — | | | | 2.8 | | |

| Balance as of October 2, 2015 | $ | 2.3 | | | $ | 3.3 | |

| | Purchase obligation | | | | Foreign currency derivative | | | | Contingent consideration | | |

| Balance as of October 2, 2015 | $ | 75.4 | | | $ | 2.8 | | | $ | 0.5 | |

| Changes in fair value included in earnings | — | | | | (2.8 | | ) | | — | | |

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September [removed: 30, 2016.][added: 29, 2017.]

[added: The term “disclosure controls and procedures,” as defined in Rules] 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Based on management’s evaluation of our disclosure controls and procedures as of September [removed: 30, 2016,] [added: 29, 2017,] our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September [removed: 30, 2016.][added: 29, 2017.]

Based on their assessment, management concluded that, as of September [removed: 30, 2016,] [added: 29, 2017,] the Company’s internal control over financial reporting is effective based on those criteria.

The term “disclosure controls and procedures,” as defined in Rules

The information under the captions “Directors and Executive Officers”, “Corporate Governance─Committees of the Board of Directors” and “Other Matters─Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Information about Executive and Director Compensation” in our definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance─Director Independence” in our definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders is incorporated herein by reference.

The information to be included under the caption “Ratification of Independent Registered Public Accounting Firm—Audit Fees” in our definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm | | Page [removed: [36](#s13A0E36E57FEB0C67D5BE5D974F0D571)] [added: [35](#s033E4BB21A905A29B66FAD530E8553B1)] |

| Consolidated Statements of Operations for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | | Page [removed: [37](#s7DE134D7EF0645FDF246E5D969622496)] [added: [36](#s3E052F18C0BD092A004DAD53004D29A7)] |

| Consolidated Statements of Comprehensive Income for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | | Page [removed: [38](#s5730D3BF799CD1B96829E5D969CF429A)] [added: [38](#s4D9A9B70FF3998BE4FF7AD5300570789)] |

| Consolidated Balance Sheets [removed: for the Years Ended] [added: at] September [removed: 30, 2016,] [added: 29, 2017,] and [removed: October 2, 2015] [added: September 30, 2016] | | Page [removed: [39](#s385F58B9822FD184FBF1E5D969C164F7)] [added: [38](#s45201E0F955681373D60AD5300611C25)] |

| Consolidated Statements of Cash Flows for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | | Page [removed: [40](#s4AEFDBE17D0799D5ACABE5D96AB7B401)] [added: [39](#s0B004C8A32B7D1C4D56AAD53006BE4F7)] |

| Consolidated Statements of Stockholders’ Equity for the [removed: Years Ended] [added: three years ended] September [removed: 30, 2016, October 2, 2015, and October 3, 2014] [added: 29, 2017] | | Page [removed: [41](#s8B4989995D674BA0B474E5D96952E7BF)] [added: [40](#s7C98BC622084B7ECE4DBAD530089446E)] |

| Notes to Consolidated Financial Statements | | Pages [removed: [42](#sAE600A3F5FE665183923E5D9764F0350)] [added: [41](#s25A2C69DE94FA14A9E3FAD530FC5ED06)] through [removed: [62](#sF462B9BC9CAD3C3971D3E5D9698A32E0)] [added: [61](#sFF05920283B2B4FC4C59AD53022D85D6)] |

| | Schedule II-Valuation and Qualifying Accounts | Page [removed: [68](#s11239A57DC066C0DB195E5D969AD4971)] [added: [68](#sC0B1EBDE2DF5D2CEA962AD530237C934)] |

| 3. | The Exhibits listed in the Exhibit Index immediately [removed: preceding the Exhibits] [added: following Item 16] are filed as a part of this Annual Report on Form 10-K. | |

| | | |

| --- | --- | --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 22, 2016

| | SKYWORKS SOLUTIONS, INC. | |

| | Registrant | |

| | By: | /s/ Liam K. Griffin |

| | | Liam K. Griffin |

| | | President and Chief Executive Officer |

| | | Director |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 22, 2016.

| Signature and Title | | Signature and Title |

| /s/ Liam K. Griffin | | /s/ David J. Aldrich |

| Liam K. Griffin | | David J. Aldrich |

| Chief Executive Officer | | Executive Chairman and Chairman of the Board |

| President and Director | | |

| (principal executive officer) | | /s/ Kevin L. Beebe |

| | | Kevin L. Beebe |

| /s/ Kris Sennesael | | Director |

| Kris Sennesael | | |

| Senior Vice President and Chief Financial Officer | | /s/Timothy R. Furey |

| (principal accounting and financial officer) | | Timothy R. Furey |

| | | /s/ Balakrishnan S. Iyer |

| | | Balakrishnan S. Iyer |

| | | /s/ Christine King |

| | | Christine King |

| | | /s/ David P. McGlade |

| | | David P. McGlade |

| | | /s/ David J. McLachlan |

| | | David J. McLachlan |

| | | /s/ Robert A. Schriesheim |

| | | Robert A. Schriesheim |

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(In millions)

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Description | Beginning balance | | | | Charged to assets or expenses | | | | Deductions | | | | Misc. (1) | | | | Ending balance | | |

| Year Ended October 3, 2014 | | | | | | | | | | | | | | | | | | | |

None

EXHIBIT INDEX

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | | | Filed Herewith |

| File No. | Exhibit | Filing Date | | | | |

| 2.1 | [Memorandum of Understanding dated as of April 28, 2014, by and between the Company and Panasonic Corporation, acting through Automotive & Industrial Systems Company](http://www.sec.gov/Archives/edgar/data/4127/000000412714000034/a21panasonicmou.htm) | 10-Q | 001-05560 | 2.1 | 7/30/2014 | |

| 2.2 | [Stock Purchase Agreement dated as of July 2, 2014, by and among the Company, Skyworks Luxembourg S.A.R.L., Panasonic Corporation, acting through Automotive & Industrial Systems Company, Panasonic Asia Pacific Pte., Ltd. Skyworks Panasonic Filter Solutions Japan Co., Ltd. and Skyworks Panasonic Filter Solutions Singapore Pte. Ltd.](http://www.sec.gov/Archives/edgar/data/4127/000000412714000046/ex25stockpurchaseagreement.htm) | 10-K | 001-05560 | 2.5 | 11/25/2014 | |

| 3.1 | [Restated Certificate of Incorporation, As Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit31skyworksresta.htm) | 10-Q | 001-05560 | 3.1 | 8/3/2016 | |

| 3.2 | [Third Amended and Restated By-laws](http://www.sec.gov/Archives/edgar/data/4127/000000412717000010/skyworks-thirdamendedandre.htm) | 8-K | 001-05560 | 3.1 | 2/3/2017 | |

| 4.1 | [Specimen Certificate of Common Stock](http://www.sec.gov/Archives/edgar/data/4127/000095013502003322/b43499ssexv4.txt) | S-3 | 333-92394 | 4 | 7/15/2002 | |

| 10.1* | [Alpha Industries Executive Compensation Plan dated January 1, 1995, and Trust for the Alpha Industries Executive Compensation Plan dated January 3, 1995](http://www.sec.gov/Archives/edgar/data/4127/000089256905001238/a15329exv10wd.txt) | 10-K | 001-05560 | 10.D | 12/14/2005 | |

| 10.2* | [Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000095013502005681/b45002ssexv10wl.txt) | 10-K | 001-05560 | 10.L | 12/23/2002 | |

| 10.3* | [Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendedqualifiedesppplanex.htm) | 10-Q | 001-05560 | 10.D | 1/31/2013 | |

| 10.4* | [Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/amendednon-qualifiedespppl.htm) | 10-Q | 001-05560 | 10.E | 1/31/2013 | |

| 10.5* | [Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000023/fy12proxyvoteexhibit101.htm) | 8-K | 001-05560 | 10.1 | 5/13/2013 | |

| 10.6* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentiveupd.htm) | 10-Q | 001-05560 | 10.B | 1/31/2013 | |

| 10.7* | [Form of Performance Share Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412713000006/a2005long-termincentivepla.htm) | 10-Q | 001-05560 | 10.C | 1/31/2013 | |

| 10.8* | [Form of Restricted Stock Unit Agreement under the Company’s 2005 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412714000020/ex101rsuagreement.htm) | 8-K | 001-05560 | 10.1 | 5/9/2014 | |

| 10.9* | [Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1012008dltip.htm) | 10-Q | 001-05560 | 10.1 | 5/4/2016 | |

| 10.10* | [Form of Restricted Stock Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10wnn.htm) | 10-Q | 001-05560 | 10.NN | 5/7/2008 | |

| 10.11* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000089256908000778/a40452exv10woo.htm) | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |

| 10.12* | [Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1022008dltiprsuagreement.htm) | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |

| 10.13* | [Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh101-2015ltip.htm) | 10-Q | 001-05560 | 10.1 | 8/5/2015 | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| Exhibit Number | Exhibit Description | Form | Incorporated by Reference | | | Filed Herewith |

| File No. | Exhibit | Filing Date | | | | |

| 10.14* | [Form of Nonstatutory Stock Option Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh102optionagreement.htm) | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |

| 10.15* | [Form of Performance Share Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh103psaagreement.htm) | 10-Q | 001-05560 | 10.3 | 8/5/2015 | |

| 10.16* | [Form of Restricted Stock Unit Agreement under the Company’s 2015 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412715000027/exh104rsuagreement.htm) | 10-Q | 001-05560 | 10.4 | 8/5/2015 | |

| 10.17* | [Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412712000042/ex10ddaati2005equityincent.htm) | 10-K | 001-05560 | 10.DD | 11/21/2012 | |

| 10.18* | [Fiscal 2017 Executive Incentive Plan](http://www.sec.gov/Archives/edgar/data/4127/000000412717000012/ex101fy17eip.htm) | 10-Q | 001-05560 | 10.1 | 2/7/2017 | |

| 10.19* | [Skyworks Solutions, Inc. Cash Compensation Plan for Directors](http://www.sec.gov/Archives/edgar/data/4127/000000412716000049/ex1012008dltip.htm) | 10-Q | 001-05560 | 10.1 | 5/4/2016 | |

| 10.20* | [Second Amended and Restated Change of Control / Severance Agreement, dated May 11, 2016, between the Company and David Aldrich](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit101aldrichcicag.htm) | 10-Q | 001-05560 | 10.1 | 8/3/2016 | |

| 10.21* | [Letter to the Company from David Aldrich, dated December 16, 2014](http://www.sec.gov/Archives/edgar/data/4127/000000412715000006/exihibit102davealdrichlett.htm) | 10-Q | 001-05560 | 10.2 | 2/4/2015 | |

| 10.22* | [Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin](http://www.sec.gov/Archives/edgar/data/4127/000000412716000062/q316exhibit102griffincicag.htm) | 10-Q | 001-05560 | 10.2 | 8/3/2016 | |

| 10.23* | [Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Peter Gammel](http://www.sec.gov/Archives/edgar/data/4127/000000412715000037/fy1510-k1022015ex1031gamme.htm) | 10-K | 001-05560 | 10.31 | 11/24/2015 | |