SecProbe.io

February 23, 2012
  Via E-Mail

Mr. David J. Aldrich  Chief Executive Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, MA 01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the year ended September 30, 2011
  Filed November 28, 2011   Amendment No. 1 to Form 10-K fo r the year ended September 30, 2011
  Filed January 30, 2012   Form 10-Q for the quarterly  period ended December 30, 2011
  Filed February 7, 2012   File No.  001-5560

Dear Mr. Aldrich:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Fiscal Year Ended September 30, 2011

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 24
 1. We note your disclosures on page 26 related to the increase in your re venues.  We further
note that there is no indication of how unit volumes and/or changes in selling prices
attributed to the increase.  Please revise your  future filings to separately quantify the
effects of volume and pricing changes on your re sults of operations.  Please also revise
statements like the “growth in our core bus iness” mentioned in your most recent Form

Mr. David J. Aldrich
Skyworks Solutions, Inc. February 23, 2012 Page 2

 10-Q to explain clearly the causes underlying the changes you note.  Further, when you
attribute changes in your margin to shifting pr oduct mix, please revise to clarify how that
mix has shifted.  Refer to Item 303(a)(3)(iii) of Regulation S-K.
 Item 8.  Financial Statements and Supplementary Data, page 36

 Note 2.  Summary of Significan t Accounting Policies, page 42

 -Share-Based Compensation, page 44

 2. We note your disclosures on page 45 that you utilize the Monte Carlo simulation method
to fair value complex awards with market-b ased performance condi tions.  Please revise
your future filings to disclose  the significant assumptions ut ilized in this model and how
the underlying assumptions were developed.
 Note 5.  Fair Value, page 49

 3. We note that you have recorded $59.4 million of contingent considera tion liability related
to your 2011 business combinations and classifi ed this contingent c onsideration as Level
3 in the fair value hierarchy.  We further no te that you have utilized a discounted cash
flow model and similar techniques to value th is contingent consider ation.  Please revise
your future filings to disclose  the significant assumptions ut ilized in this model and how
the underlying assumptions were developed.
 Note 14.  Contingencies, page 61

 4. We note your disclosures related to your outst anding litigations, claims, and assertions.
Please revise your future filings to disclose  the amount accrued, if any, related to these
proceedings to the extent that it may be neces sary for the financial statements not to be
misleading. Please refer to 450-20-50-1 of the FASB Accounting Standards Codification.
 5. Further to the above, if there is at leas t a reasonable possibility that a loss exceeding
amounts already recognized may have been in curred, in your next periodic filing, please
either disclose an estimate (or, if true, state that the estimate is immaterial in lieu of providing quantified amounts) of the additional loss or range of loss, or state that such an
estimate cannot be made.  Please refer to 450-20-50 of the FASB Accounting Standards
Codification.

If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally: (1) expl ain to us the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure
and (2) for each material matter, what specif ic factors are causing the inability to estimate
and when you expect those factor s to be alleviated.  We r ecognize that there are a number
of uncertainties and po tential outcomes associated with lo ss contingencies.  Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including

Mr. David J. Aldrich
Skyworks Solutions, Inc. February 23, 2012 Page 3

 determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losse s would be for those reasonably possible outcomes.
 You may provide your disclosures on an aggr egated basis.  Please include your proposed
disclosures in your response.
 Amendment No. 1 to Form 10-K filed January 30, 2012

Item 11.  Executive Compensation, page 6

6. Please tell us, and revise future filings to  describe in more specific detail, how you
determined the amounts actually paid pursu ant to the cash incen tive plan, including
which goals were achieved and which were not.  It is currently  unclear from your
disclosure how you determined the amounts a nd percentages you mention.   Please also
tell us, and revise future fili ngs to clarify, what is meant by the reference to payments of
“unrestricted common stock” in lieu of cash.

7. We note from your disclosure that you have  not disclosed the sp ecific targets to be
achieved in order for your named executive officers to earn their respective cash
incentive payments, and that su ch targets appear to include financial measures applicable
to your last-completed fiscal year.  Please disc lose those targets in your future filings, as
applicable.  To the extent you believe that di sclosure of such info rmation, on a historical
basis, would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b) of Regulati on S-K, please provide us with a detailed
explanation supporting your conclusion.  To th e extent that it is appropriate to omit
specific targets or performa nce objectives, you are require d to provide appropriate
disclosure pursuant to Instru ction 4 to Item 402(b) of Regul ation S-K.  Refer also to
Question 118.04 of the Regulation S-K Comp liance and Disclosure Interpretations
available on our website at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .  In discussing how difficult or likely it wi ll be to achieve th e target levels or
other factors, you should provide as much  detail as necessary without disclosing
information that poses a reasonabl e risk of competitive harm.
 Form 10-Q for the period ended December 30, 2011

 Liquidity and Capital Resources, page 16

 8. Please tell us, and revise future filings to  explain, the reasons underlying the changes in
your sources and uses of cash.  For example,  you attribute decreased  cash from investing
activities to “lower capital expenditure activ ity,” but it is unclear why those expenditures
were lower as compared to the prior-year period.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Mr. David J. Aldrich
Skyworks Solutions, Inc. February 23, 2012 Page 4

  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Lynn Dicker at (202) 551-3616 if you have questions regarding comments
on the financial statements and related matters.  Please contact Thomas Jones, Staff Attorney at
(202) 551-3602 or Geoff Krucze k, Reviewing Attorney, at ( 202) 551-3641 with any other
questions.  In this regard, do not hesitate to  contact me at (202) 551-3643 with any other
questions.
Sincerely,
   /s/ Lynn Dicker for
Kevin L. Vaughn Accounting Branch Chief