SecProbe.io

April 2, 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   File No.  001-5560

Dear Mr. Aldrich:

We have reviewed your letter dated March 22, 2012 and have the following comments.
In some of our comments, we may ask you to pr ovide 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.    Amendment No. 1 to Form 10-K filed January 30, 2012

 Item 11.  Executive Compensation, page 6

1. We note your response to prior comment 7.  Pl ease expand your just ification for why you
believe the historical performance goals app licable to your short-term incentive program
are not material and that disclosing such goals  will result in competitive harm to you.  For
example, please:

 clarify how you determined that such goals  are immaterial in the context of your
compensation policies or decisions, given th at your disclosure indicates the amounts

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

 paid under your short-term incentive plan we re determined entirely by reference to
those goals.  We also note that such paymen ts comprised a significant portion of each
NEO’s total compensation and that one of the objectives of your compensation
program, as mentioned on pages 6-8, is to tie a “significant portion of . . . total
compensation to the . . . achievement of pr e-established performance metrics that are
generally [less than one year]”;
 clarify how disclosing financial performan ce target levels for a past year would
“enable competitors to extrapolate the Comp any’s future plans, identify weaknesses
in those plans and exploit them,” even over a period of multiple years.  For instance, explain why would a past year’s performan ce targets necessarily be predictive of your
strategic plans for future years, given that your compensation committee could assign
different weights to these targ ets, different ranges or diffe rent targets altogether for
those future years.  Might there be multiple variables that affected actual performance that are unrelated to the performance target s and your strategy? We note, for example,
your disclosure regarding the impact of mark et downturns and pricing declines.  It is
unclear how you reached the conclusions you express, given that the predictive value of historical goals woul d appear subject to signi ficant assumptions by your
competition as to your strategic direction; and

 expand the bullet points related to the custom er satisfaction and cash goals.  It is
unclear how you reached your conclusions regarding competitive harm.

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