SecProbe.io

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 Skyworks Solutions,
Inc.

 5260 California Avenue

 Irvine, California 92617

 May 27, 2026

 VIA EDGAR

 Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Sarah Sidwell

 Re:
 Skyworks Solutions, Inc.

 Registration Statement on Form S-4, as amended

 File No. 333-296084 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Skyworks Solutions, Inc. (the " Company ") hereby requests that the
effective date of the Registration Statement be accelerated by the Securities and Exchange Commission so that the Registration Statement
will become effective at 4:30 PM, Eastern Time, on May 29, 2026, or as soon as practicable thereafter. The Company hereby authorizes P.
Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, to modify or withdraw this request for acceleration
orally.

 The Company requests
that we be notified of such effectiveness by a telephone call to Ms. Gasaway at (213) 687-5122 and that such effectiveness also be confirmed
in writing.

 Very truly yours,

 Skyworks Solutions, Inc.

 By:
 /s/ Robert J. Terry

 Name:
 Robert J. Terry

 Title:
 Senior Vice President, General Counsel and Secretary

 cc:
 P. Michelle Gasaway

 Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2026

Philip Brace
Chief Executive Officer
SKYWORKS SOLUTIONS, INC.
5260 California Avenue
Irvine, California 92617

 Re: SKYWORKS SOLUTIONS, INC.
 Registration Statement on Form S-4
 Filed on May 20, 2026
 File No. 333-296084
Dear Philip Brace:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: P. Michelle Gasaway
</TEXT>
</DOCUMENT>

CORRESP
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 Skyworks Solutions, Inc.

 5260 California Avenue

 Irvine, California 92617

 December 19, 2025

 VIA EDGAR

 Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Sarah Sidwell

 Re:
 Skyworks Solutions, Inc.

 Registration Statement on Form S-4, as amended

 File No. 333-291947 (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Skyworks Solutions, Inc. (the " Company ") hereby requests that
the effective date of the Registration Statement be accelerated by the Securities and Exchange Commission so that the Registration Statement
will become effective at 4:00 PM, Eastern Time, on December 23, 2025, or as soon as practicable thereafter. The Company hereby authorizes
each of Kenton J. King and Sonia K. Nijjar of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, to modify or
withdraw this request for acceleration orally.

 The Company requests
that we be notified of such effectiveness by a telephone call to Mr. King at (650) 470-4530 and that such effectiveness also be confirmed
in writing.

 Very truly yours,

 Skyworks Solutions, Inc.

 By:
 /s/ Robert J. Terry

 Name:
 Robert J. Terry

 Title:
 Senior Vice President, General Counsel and Secretary

 cc:
 Kenton J. King

 Sonia K. Nijjar

 Skadden, Arps, Slate, Meagher & Flom LLP

 Paul S. Scrivano

 Cheryl Chan

 Davis Polk & Wardwell LLP

March 10, 2020
Kris Sennesael
Chief Financial Officer
Skyworks Solutions, Inc.
5211 California Avenue
Irvine, California 92617
Re:Skyworks Solutions, Inc.
Form 10-K for the Fiscal Year Ended September 27, 2019
Filed November 14, 2019
File No. 001-05560
Dear Mr. Sennesael:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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February 27, 2020

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn: Heather Clark, Office of Manufacturing

Re:                             Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 27, 2019

Filed November 14, 2019

File No. 001-05560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above-referenced filing contained in a letter dated January 31, 2020, from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to Kris Sennesael, Chief Financial Officer of Skyworks. The Company’s responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter. For your reference, the Staff’s comments are reproduced in italics and the Company’s responses are set forth below such comment in standard type.

The Company’s response is as follows:

Form 10-K for the Fiscal Year Ended September 27, 2019

Financial Statements

Notes to Consolidated Financial Statements

15. Segment Information and Concentrations, page 56

1.                                     We note your disclosure that you have a single reportable operating segment. However, we note from your earnings calls and investor presentations, that you tend to discuss the business in terms of several markets, including your mobile business, broad markets, infrastructure markets and automotive. We also note from your website that you currently have a General Manager for each of the mobile solutions and broad market businesses. It also appears that your 2018 acquisition of Avnera expanded your broad markets business. In light of these facts and changes in your business, please tell us how

Skyworks Solutions, Inc. · 5221 California Ave., Irvine, CA 92617

www.skyworksinc.com

United States Securities and Exchange Commission
 February 27, 2020
 Page 2

you have evaluated your business for the existence of additional operating segments under the guidance in
 ASC 280-10-50-1.

As part of your response, please provide us the following information:

·                    Please tell us the role of the CODM and each of the individuals that report to the CODM;

·                    Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends those meetings;

·                    Describe the information regularly provided to both the CODM and the Board of Directors, and how frequently it is prepared;

·                    Please explain to us the responsibilities of each General Manager of the mobile solutions and broad markets businesses, tell us who they report to, and how they are compensated, and;

·                    Tell us the types of financial information available for each of the mobile business and broad markets business, and what costs are allocated or not allocated to each of those businesses.

Response:

Overview

FASB ASC 280-10-50-1 states that “an operating segment is a component of a public entity that has all of the following characteristics:

·                  It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

·                  Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

·                  Its discrete financial information is available.”

The Company has analyzed its operating structure using the guidance provided in ASC 280-10-50 and, for the reasons described below and elaborated on in the remainder of this response, has determined that it has one operating segment and one reportable segment which designs, develops, manufactures, and markets proprietary semiconductor products:

·                  The chief operating decision maker (“CODM”) relies on the Company’s consolidated financial statements for decision-making purposes regarding allocation of the Company’s resources and assessment of the Company’s performance.

·                  The Company’s three business units engage exclusively in developing products to be sold by the Company’s one sales organization. Classifying the Company’s business units as additional operating segments would fail to reflect the volume of resources and services expended by the Company separate from the business units, would require imprecise allocations of such resources and services, and would assume a level of business unit leader independence and authority that is not present within the Company.

United States Securities and Exchange Commission
 February 27, 2020
 Page 3

Description of the Company’s Organizational Structure

The Company develops, manufactures, and sells semiconductor products that facilitate various wireless communication applications. The wireless protocols supported by the Company’s products include cellular, Wi-Fi, Bluetooth®, LoRa®, Thread, and Zigbee®. In August 2018, the Company acquired Avnera Corporation (“Avnera”), which is complementary to the highly integrated analog system-on-chip platforms of the Company.

During the year ended September 27, 2019 (“fiscal year 2019”), the Company maintained three business units:

·                  the Mobile Solutions business unit develops highly integrated and custom cellular radio frequency products for use in mobile devices such as smartphones, tablets, wearables, and automobiles;

·                  the Diversified Analog Solutions business unit develops a wide variety of analog, mobile connectivity products for use in mobile devices such as smartphones, tablets, wearables, and automobiles, as well as for use in other applications in aerospace, broadband, cellular infrastructure, connected home, industrial, medical, and military end markets; and

·                  the Smart Audio business unit develops highly integrated analog system-on-chip products for automotive, industrial, home automation, enterprise, and high-end consumer markets, including smartphones.

The Company does not believe that the business units are separate operating segments.

The Company maintains a horizontal organizational structure, separate from the business units, that engages in process technology development, manufacturing, quality, sourcing and supply chain, sales and marketing, and other operational functions such as finance, legal, human resources, and information technology. Of approximately 9,000 Company employees, less than 1,000 employees are considered to belong to one of the three business units. The employees in the business units are engaged exclusively in product development while all other functions are maintained outside the business units at the Company level.

The Company’s CODM has determined that the Company’s business structure—centralizing all business functions in organizations outside the business units—is designed to maximize efficiency and synergies as a result of the substantial similarities in the Company’s products, end markets, applications, underlying technologies, production methods and processes, suppliers, customers, and sales and distribution channels.

The divisions between the Company’s business units are based primarily on product technology, not on customers, markets, or applications. For example, the Company’s Wi-Fi solutions are designed by engineers in the Diversified Analog Solutions business unit, even though a significant portion of such Wi-Fi solutions sold by the Company are ultimately incorporated into smartphones, which is the primary end market for most products developed by the Mobile Solutions business unit. Revenues, gross profits, and operating profits are not provided to the CODM on a product technology basis.

United States Securities and Exchange Commission
 February 27, 2020
 Page 4

Roles and Responsibilities of the Chief Executive Officer, as CODM

The Company’s CODM is Liam K. Griffin, the Company’s President and Chief Executive Officer. Mr. Griffin is the only member of the Company’s management team who has the authority to make or approve significant operating and strategic decisions (with the consultation of the Company’s Board of Directors (the “Board of Directors”), as appropriate), including, but not limited to, allocating the Company’s resources and assessing the performance of the Company and its employees. He makes such decisions on the basis of the Company’s consolidated financial information, as discussed further below.

More specifically, Mr. Griffin alone retains ultimate decision-making authority over the following resource allocation activities (subject to approval by the Board of Directors in certain cases): capital spending, operating expense spending, headcount plans, merger and acquisition (“M&A”) activities, share repurchase activities, and other financing and capital structure activities.

In addition, Mr. Griffin alone retains ultimate decision-making authority over the following performance assessment activities (subject to approval by the Board of Directors in certain cases): establishment of quarterly, annual, and multi-year targets for consolidated revenue, gross margin, operating margin, net income, cash flow generation, and other internal financial metrics, and establishment of performance targets under the Company’s annual incentive plan (for non-executive employees). Furthermore, the Compensation Committee of the Board of Directors has delegated to Mr. Griffin alone the authority to grant, subject to certain limitations, long-term equity incentive awards to the Company’s non-executive employees, and Mr. Griffin personally reviews and approves every equity incentive award granted to a non-executive employee.

As an example of the CODM’s decision-making authority, during fiscal year 2019, Mr. Griffin recognized that multiple factors, primarily external to the Company, were negatively affecting the Company’s revenue. As a result, Mr. Griffin determined that in order to attain certain financial targets, primarily related to profitability and gross margin, the Company’s operating expenditures needed to be reduced and, accordingly, that the Company would need to implement workforce reductions in order to reduce headcount. Mr. Griffin established the monetary expense reduction targets for all functional groups, including how many positions needed to be eliminated.

Roles and Responsibilities of the Executives Reporting to the CODM

The list below describes the roles and responsibilities of the ten executives who reported to the CODM as of the end of fiscal year 2019. Although each of the executives acts as an advisor to the CODM with regard to his or her area of responsibility, none of these ten executives has the authority to make operating decisions such as the decisions made by the CODM. Accordingly,after considering ASC 280-10-50-5 through 50-9, the Company has concluded that none of these ten executives is the CODM or part of a group constituting the CODM.

United States Securities and Exchange Commission
 February 27, 2020
 Page 5

Kris Sennesael, Senior Vice President, Chief Financial Officer and Treasurer

Mr. Sennesael has Company-wide responsibility for financial analysis, financial reporting, accounting, treasury, and tax, as well as overseeing the following functions and activities: investor relations, M&A, information technology, and cybersecurity. Mr. Sennesael oversees a staff that supports the finance, accounting, and information technology needs of each of the Company’s business units. Although Mr. Sennesael provides Company-wide consolidated financial information which assists the CODM in the process of making decisions regarding allocation of resources and performance assessment, Mr. Sennesael does not have the authority to make, and does not make, operating decisions such as the decisions made by the CODM.

Carlos S. Bori, Senior Vice President, Sales and Marketing

Mr. Bori has Company-wide responsibility for sales, marketing, and corporate communications activities. Mr. Bori is responsible for attaining worldwide revenue targets established by the CODM, irrespective of business unit performance. Mr. Bori oversees a global sales organization structured to support all of the Company’s product offerings without regard to the business unit by which the products were developed. The Company’s products are primarily sold through a direct sales force globally deployed across all major market regions, with such regional offices creating sales opportunities for each of the Company’s business units with a common set of regional customers. In some market regions, the Company supplements the direct sales effort with independent representatives and distribution partners.

Robert J. Terry, Senior Vice President, General Counsel and Secretary

Mr. Terry has Company-wide responsibility for legal affairs and the Company’s compliance with applicable laws and regulations. Mr. Terry oversees a staff that supports the legal and compliance needs of each of the Company’s business units.

Kari A. Durham, Senior Vice President, Human Resources

Ms. Durham has Company-wide responsibility for talent management and personnel affairs, implementing all headcount and other personnel goals established by the CODM. Ms. Durham oversees a staff that supports the human resources needs of each of the Company’s business units.

Peter L. Gammel, Chief Technology Officer

During fiscal year 2019, Mr. Gammel had Company-wide responsibility for the development of advanced process technologies, supporting each of the Company’s product lines and providing the intellectual property necessary to meet future customer requirements, in line with the strategic roadmap established by the CODM. Effective in November 2019, Mr. Gammel retired from his position as Chief Technology Officer of the Company and concluded his employment with the Company. As discussed below, following Mr. Gammel’s departure, his Company-wide process technology development responsibilities were assumed by Mr. Kasnavi.

United States Securities and Exchange Commission
 February 27, 2020
 Page 6

Steven C. Machuga, Vice President, Worldwide Operations

During fiscal year 2019, Mr. Machuga had Company-wide responsibility for global manufacturing and supply chain management. He was responsible, on a Company-wide basis for all Company products, for achieving all key manufacturing metrics and budgets established by the CODM. Mr. Machuga’s organization—which included more than 70% of the Company’s total employee population—supported the production needs of each of the Company’s business units, with manufacturing infrastructure and supply chain functions centrally managed without regard to the business unit by which the products were developed. Effective in February 2020, Mr. Machuga retired from his position as Vice President, Worldwide Operations and concluded his employment with the Company. As discussed below, Mr. Kasnavi has assumed responsibility for Mr. Machuga’s organization.

Reza Kasnavi, Senior Vice President, Technology and Manufacturing

During fiscal year 2019, Mr. Kasnavi served as Vice President, Central Engineering & Quality, and had Company-wide responsibility for developing processes to drive improvement of the quality of the Company’s products and the efficiency of the Company’s manufacturing. Mr. Kasnavi’s organization—which included more employees than in any one of the three business units—supported the production needs of each of the Company’s business units. Effective in November 2019, Mr. Kasnavi was promoted to Senior Vice President, Technolog

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February 10, 2020

By EDGAR Submission

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Heather Clark, Division of Corporation Finance

    Re:
    Skyworks Solutions, Inc.

    Form 10-K for the Fiscal Year Ended September 27, 2019

    Filed November 14, 2019

    File No. 001-05560

Dear Ms. Clark:

We are in receipt of the letter, dated January
31, 2020, from the staff of the United States Securities and Exchange Commission with respect to the above-referenced filing by
Skyworks Solutions, Inc. Per your communications with our counsel, in order to ensure ample time to provide you with thorough responses,
we anticipate providing a complete response to the comment letter no later than Monday, March 2, 2020.

If you have any questions regarding the
foregoing responses or otherwise, please do not hesitate to call me at (949) 231-3000.

    Sincerely,

    /s/ Kris Sennesael

    Kris Sennesael

    Senior Vice President and Chief Financial Officer

 cc: Claire Erlanger, Division of Corporation Finance

Skyworks Solutions, Inc. ● 5221 California
Ave., Irvine, CA 92617

www.skyworksinc.com

January 31, 2020
Kris Sennesael
Chief Financial Officer
Skyworks Solutions, Inc.
5211 California Avenue
Irvine, California 92617
Re:Skyworks Solutions, Inc.
Form 10-K for the Fiscal Year Ended September 27, 2019
Filed November 14, 2019
File No. 001-05560
Dear Mr. Sennesael:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 27, 2019
Financial Statements
Notes to Consolidated Financial Statements
15. Segment Information and Concentrations, page 56
1.We note your disclosure that you have a single reportable operating segment.  However,
we note from your earnings calls and investor presentations, that you tend to discuss the
business in terms of several markets, including your mobile business, broad markets,
infrastructure markets and automotive.  We also note from your website that you currently
have a General Manager for each of the mobile solutions and broad market businesses.  It
also appears that your 2018 acquisition of Avnera expanded your broad markets business.
In light of these facts and changes in your business, please tell us how you have evaluated
your business for the existence of additional operating segments under the guidance in
ASC 280-10-50-1.  As part of your response, please provide us the following information:
•Please tell us the role of the CODM and each of the individuals that report to the

 FirstName LastNameKris Sennesael
 Comapany NameSkyworks Solutions, Inc.
 January 31, 2020 Page 2
 FirstName LastName
Kris Sennesael
Skyworks Solutions, Inc.
January 31, 2020
Page 2
CODM;
•Tell us how often the CODM meets with his/her direct reports, the financial
information the CODM reviews to prepare for those meetings, the financial
information discussed in those meetings, and who else attends those meetings;
•Describe the information regularly provided to both the CODM and the Board of
Directors, and how frequently it is prepared;
•Please explain to us the responsibilities of each General Manager of the mobile
solutions and broad markets businesses, tell us who they report to, and how they are
compensated, and;
•Tell us the types of financial information available for each of the mobile business
and broad markets business, and what costs are allocated or not allocated to each of
those businesses.
2.We note that you disclose revenue disaggregated by geographic region.  Please tell us how
you have considered disaggregating revenue further such as by products or markets in
accordance with ASC 606-10-50-5.  In this regard, we note that your website and earnings
calls disclose revenue in terms of different market categories such as mobile, broad
markets, automotive, and internet of things.  Please consider the guidance in ASC 606-10-
55-89 through 55-91 in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 if
you any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 17, 2015

Via E -mail
Donald W. Palette
Executive Vice President and Chief Financial Officer
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801

Re: Skyworks Solutions, Inc.
 Form 10-K for Fiscal Year Ended October 3, 2014
Filed November 25, 2014
File No. 1-05560

Dear Mr. Palette:

 We refer you to our comment letter dated March 3, 2015 , regarding business contact s
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing an d the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the discl osure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Amanda Ravitz
Assistant Director
Division of Corporation Finance

Mark Tremallo
Vice President and General Counsel
Skyworks Solutions, Inc.

March 3, 2015

Via E -mail
Donald  W.  Palette
Executive Vice President and Chief Financial Officer
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, MA 01801

 Re: Skyworks Solutions, Inc.
  Form 10 -K for Fiscal Year Ended October 3, 2014
  Filed November 25, 2014
  File No. 1 -05560

Dear Mr. Palette:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. You state, on page 62 of the 10 -K, that your customer Samsung Electronics constituted
more than 10% of your net revenue in each of fiscal years 2014, 2013 and 2012.  The
Samsung website indicates that Samsung has a store in Sudan.  The Samsung website
also indicates that Samsung televisions are available in Syria, and we are aware of
publicly available information referring to a Samsung license and a Samsung franchise in
Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls.  Please describe to us the
nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if
any, whether through subsidiaries, distributors, partners, c ustomers, joint venture or other
direct or indirect arrangements.  You should describe any services, products, information
or technology you have provided to Sudan or Syria, directly or indirectly, and any

Donald Palette
Skyworks Solutions, Inc.
March 3, 2015
Page 2

 agreements, commercial arrangements, or other cont acts you have had with the
governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investm ent risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also , address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and m unicipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact  of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

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

 the company is responsible for the adequacy and accuracy of the disclosure 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 Commissi on or any person under the federal securities laws of the United States.

You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye,  Chief
Office of Global Security Risk

Donald Palette
Skyworks Solutions, Inc.
March 3, 2015
Page 3

 cc:  Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

 Mark Tremallo
 Vice President and General Counsel
 Skyworks Solutions, Inc.

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		SEC CL Response 3-12-2015

March 12, 2015

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:    Cecilia Blye, Chief

Office of Global Security Risk

Daniel Leslie, Esq.

Staff Attorney

RE:    Skyworks Solutions, Inc.

Form 10-K for Fiscal Year Ended October 3, 2014

Filed November 25, 2014

File No. 1-05560

Ladies and Gentlemen:

On behalf of Skyworks Solutions, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated March 3, 2015 relating to the Company’s annual report on Form 10-K for the year ended October 3, 2014 (the “10-K”).  Our response addresses the Company, its divisions and subsidiaries, and the affiliates that we control (and which are included in our consolidated financial statements).

The Company’s responses to the Staff’s comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staff’s comment letter, which have been retyped herein in bold italics for your ease of reference).

General

1.

 You state, on page 62 of the 10-K, that your customer Samsung Electronics constituted more than 10% of your net revenue in each of fiscal years 2014, 2013 and 2012.  The Samsung website indicates that Samsung has a store in Sudan.  The Samsung website also indicates that Samsung televisions are available in Syria, and we are aware of publicly available information referring to a Samsung license and a Samsung franchise in Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, distributors, partners, customers, joint venture or other direct or indirect arrangements.  You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Skyworks Solutions, Inc. • 20 Sylvan Road, Woburn, MA 01801

Phone (781) 376-3000 • www.skyworksinc.com

Staff of the Securities and Exchange Commission

RE:  Skyworks Solutions, Inc.

March 12, 2015

Page 2

Response

The Company has not had any past, and does not have current or anticipated, contacts with Sudan or Syria (the “Sanctioned Countries”).  The Company provides no services, products, information or technology, directly or indirectly, to the Sanctioned Countries, and the Company does not have any agreements, commercial arrangements or other contacts with the governments of the Sanctioned Countries, or entities they control.

The Company conducts its business in compliance with all applicable U.S. export control laws and regulations, including those relating to countries designated by the U.S. State Department as state sponsors of terrorism.  The Company has policies and procedures in place for compliance with these laws, including standard terms and conditions in purchase orders and other agreements with customers informing its customers that its products are subject to U.S. export control and may not be transferred to the Sanctioned Countries in violation of U.S. export control laws and regulations.  Additionally, the Company has screening procedures designed to ensure that it does not do business in a Sanctioned Country or with a prohibited entity.  These procedures include, but are not limited to, software tools designed to automatically block shipments or sales that do not comport with U.S. export control laws and regulations.

The Company designs and sells individual components, which Samsung incorporates into larger systems, such as smartphones and tablets.  The Company’s sales to Samsung are governed by purchase orders and invoices.  The Company does not currently have a long-term supply agreement with Samsung.  The Company’s products are delivered to Samsung or its contract manufacturers, and the Company has no control over the production of finished goods by Samsung or its delivery of products and support.  The Company does not deliver any product or provide any services to Samsung’s stores or franchisees, if any, in the Sanctioned Countries.  The Company has no information that its products are being sent by Samsung to the Sanctioned Countries in violation of U.S. law.  Samsung does not provide the Company with detailed information on its own end customers.  However, the Company provides Samsung with its standard terms and conditions, which include explicit export control provisions, on accepted purchase orders.  The sale by the Company to Samsung is deemed to be acceptance by Samsung of such terms and conditions.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above,  and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. – designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Response

As more fully set forth in the response above, the Company is not aware of any direct or indirect, past or current or anticipated, contacts with the Sanctioned Countries or entities that they control.

Staff of the Securities and Exchange Commission

RE:  Skyworks Solutions, Inc.

March 12, 2015

Page 3

In responding to the Staff’s comments, the Company has authorized the undersigned to acknowledge on its behalf that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

If you have any questions regarding the foregoing, please do not hesitate to contact me at (781) 376-3000.

Sincerely yours,

    /s/ Mark V.B. Tremallo

Mark V.B. Tremallo

Vice President, General Counsel and Secretary

cc:    Donald W. Palette, Executive Vice President and Chief Financial Officer

June 20 , 2013

Via E -mail
Mr. David J. Aldrich
Chief Ex ecutive Officer, President and Director
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the Fiscal Year Ended September 28, 2012
Filed November 21, 2012
  File No.   1-5560

Dear Mr . Aldrich:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable ru les require.

        Sincerely,

        /s/ Martin James

        Martin James
        Senior Assistant Chief Accountant

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		SEC CL Response 4-25-13

Confidential Treatment Request under Rule 83

           The entity requesting confidential treatment is:

Skyworks Solutions, Inc.

20 Sylvan Road

Woburn, MA 01801

Attention:  Mark V.B. Tremallo

Vice President and General Counsel

781-376-3000

May 23, 2013

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Martin James, Senior Assistant Chief Accountant

Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above referenced filing contained in a letter dated April 25, 2013 from Martin James of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer (the “CEO”) of Skyworks. Our responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff's letter. For your reference, your comments are reproduced in italics and our responses are set forth below such comment in standard type.

The Company's response to the Staff's comments is as follows:

Form 10-K for the Fiscal Year Ended September 28, 2012

Item 8.  Financial Statements and Supplementary Data

Note 18.  Segment Information and Concentrations, page 62

1.    In your response, you told us that on November 20, 2012, the company consolidated its FES and HPA business units under an Executive Vice President and Corporate General Manager. Further, you responded that your single business unit is now composed of eight product lines, each (i) led by a product line Vice President (who reports directly to the Executive VP and Corporate General Manager); (ii) with its own product development and marketing initiatives; and (iii) with its own product line profit and loss estimate (“Product Line P&L”).

•

 Please describe to us each of your eight product lines, including the basis on which you have grouped your products.

United States Securities And Exchange Commission

May 23, 2013

Page 2

Response:

Our eight product lines are as follows

Product Line

 Description

Advanced Mobile Solutions

 Develops power amplifiers and front end module devices for mobile handsets and tablets based on Qualcomm reference designs.  Skyworks' products work alongside Qualcomm baseband semiconductor devices to provide wireless communication functionality for various end customers.

Open Market Platforms

 Develops power amplifiers and front end module devices for mobile handsets and tablets which are not based on Qualcomm reference designs.  Skyworks' products work alongside baseband semiconductor devices from various providers (competitors to Qualcomm) to provide wireless communication functionality for various end customers.

Mobile Connectivity

 Develops power amplifier, switch, low-noise amplifiers and front end modules which provide Wireless Local Access Network (WLAN) connectivity for various wireless electronic devices including mobile handsets, tablets, ultra-books, laptops, personal computers, wireless routers and gaming consoles.

Analog Components

 Develops various discrete semiconductor devices such as switches, diodes and GPS low-noise amplifiers used by customers in a wide array of wireless communication applications, including mobile handset and tablets.

Vertical Market Solutions

 Develops low noise, power and linear amplifiers, gain blocks, front-end modules, mixers, modulators/demodulators, phase locked loops, synthesizers, and voltage-controlled oscillators that provide wireless communication functionality for a wide array of wireless communication applications, including mobile handset, tablets and cellular network infrastructure equipment.

Power, Lighting and Display

 Develops power management semiconductor devices, such as display and lighting drivers, mobile voltage regulators, battery chargers and power management integrated circuits.  These products are marketed primarily to manufacturers of mobile handsets and tablets, power sensitive devices where battery life is a key performance attribute.

RF Ceramics

 Develops ceramic devices such as dielectric materials, ferrite and magnetic materials, components and advanced materials for various end market applications.

Isolink

 Develops high reliability and radiation tolerant optocoupler devices.

We have divided our products into eight product lines, with each product group responsible for product development and strategic marketing for a set of products defined based on the functionality they offer and/or the specific wireless applications they serve.  We have created the different product line organizations so that we can focus and dedicate the skill sets of our product developers and strategic marketers to the functionality of specific sets of products and can therefore best leverage and enhance those skill sets both to design the best products possible and to make sure those products fulfill market needs.

As noted in our previous responses, our products use a common set of manufacturing processes, facilities and suppliers and a common supply chain, are sold to a common customer base through common sales and distribution channels and are all designed for use in wireless communications applications.  Furthermore, the product lines share a common set of design methodologies, underlying technologies, design tools, lab space, facilities and shared engineering resources.

United States Securities And Exchange Commission

May 23, 2013

Page 3

Our customers typically purchase products from multiple product lines as we target multiple products for each customer opportunity in order to maximize revenues.  For example, in a smartphone recently introduced by a customer, Skyworks provides eight different devices designed by product development groups from five different product lines, where each of the products provides a specific functionality required by the smartphone system architecture.  Although each of the eight products was designed by a different product development group within the product line, the sales, manufacturing, supply chain, logistics and customer support aspects of fulfilling our obligations to the customer are supported through a common, company-wide set of business processes which are managed centrally by each of the respective functional department heads, and not by the product line's manager.

The product line organization, led by the Executive Vice President and Corporate General Manager (“EVP-GM”), is only responsible for product development and strategic marketing functions.  Accordingly, and as discussed more fully below, our CODM -- the Company's CEO -- does not allocate resources or assess performance based on these product lines, nor does he review the product line profit and loss estimates (“Product Line P&L”).

•

 Tell us whether these product lines represent business units or operating segments and whether, as disclosed on page 62 of your Form 10-K, these business units also share similar economic characteristics, long term business models, research and development expenses and selling, general and administrative expenses.

Response:

The Company does not consider its product lines to be business units or operating segments.  As discussed more fully below, the Company has concluded that, under ASC 280-10-50, it has a single operating segment which is also its only reportable segment that designs, develops, manufactures and markets proprietary semiconductor products.  The Product Line P&Ls are not reviewed by the CEO and therefore, the product lines do not meet the definition of operating segments as defined by ASC 280-10-50-1.  The Company does not “aggregate” its product lines for purposes of ASC 280-10-50-11 and instead considers them all to be part of a single operating segment.

The disclosure referenced by the staff, on page 62 of the Company's Form 10-K, was not intended to suggest that the Company aggregates multiple operating segments.  The Company will modify the disclosure in future filings to clarify this point.

•

 Tell us whether any operating segments were aggregated into your one reportable segment pursuant to ASC 280-10-50-11 and if so, provide a quantitative and qualitative analysis that supports your conclusion that aggregation was appropriate.

Response:

The Company is a single operating segment and therefore does not aggregate per ASC 280-10-50-11.

2.    Given the significant changes noted in your response, and to help us understand the company's analysis in determining that it continues to have one reportable segment under ASC 280-10-50, please address the following:

•

 Discuss whether your product line vice presidents are directly accountable to and maintain regular contact with someone within your organization to discuss operating activities, financial results, forecasts, or plans for each product line.

Response:

Our product line vice presidents are responsible solely for product development and strategic marketing activities within their respective product lines.  They are not directly accountable to, nor do they maintain regular contact with, the EVP-GM to whom they report, regarding any activities other than product development and strategic marketing activities.  The product line vice presidents are therefore not directly responsible for operating activities, financial results, forecasts or plans.

The EVP-GM and each other functional department head that reports to our CEO has company-wide responsibilities for their respective functions.  For example, the EVP-GM is responsible for managing

United States Securities And Exchange Commission

May 23, 2013

Page 4

company-wide product development and strategic marketing activities; the Senior Vice President of Worldwide Sales is responsible for attaining company-wide revenue targets, established by our CEO, for sales of all or our products; our Senior Vice President of Worldwide Operations is responsible for all company-wide manufacturing and supply chain activities and certain company-wide engineering activities; and our Vice President and Chief Technology Officer is responsible for establishing and executing towards company-wide advanced technology development that will provide the intellectual property necessary to meet future customer requirements.  Each of these department heads is responsible for his or her respective company-wide functions and reports to and is accountable only to the CEO.

•

 Tell us why you do not also consider the Executive VP and Corporate General Manager a member of the CODM. Refer to FASB ASC 280-10-50-5 through 50-9. Please be sufficiently detailed in your response.

Response:

The Company has considered FASB ASC 280-10-50-5 through 50-9 and has determined that the EVP-GM is not a member of the CODM. The EVP-GM is responsible only for product development and strategic marketing activities.  Our EVP-GM is not a member of CODM because it is solely our CEO who has and exercises the authority to allocate the Company's resources and assesses the performance of the Company.

Our CEO is the only member of the management team who has and exercises the authority to make or approve all significant operating and strategic decisions.  Specifically, as discussed in our response dated March 29, 2013, our CEO establishes company-wide revenue targets, establishes company-wide gross margin targets, sets and/or approves all incentive targets, sets capital and operating expenditure limits on a company-wide basis and approves headcount targets on a company-wide basis.  As a recent example, during the Company's second fiscal quarter, the CEO determined that the Company's operating expenditures needed to be reduced and, accordingly, that the Company would need to implement workforce reductions in order to reduce headcount.  The CEO not only established the monetary expense reduction targets for all functional groups, but also determined how many positions needed to be eliminated and, ultimately, approved the final positions that were in fact eliminated.  Similarly, any decision to increase or decrease headcount, operating expenses or capital expenditures is made solely by the CEO.

The EVP-GM is not part of the CODM under ASC 280-10-50-5 through 9 because he does not have decision-making authority for the overall allocation of resources or assessment of performance.  His role within the organization is instead to oversee the product development and strategic marketing activities and make sure those particular activities are operating consistent with the company-wide goals established by the CEO.  He does not manage the activities that are responsible for most of the results reflected on the Product Line P&Ls, as discussed below.  For example, the Senior Vice President of Worldwide Sales is responsible for carrying out the Company's plans pertaining to revenues and managing the sales and certain marketing functions which are reflected as Allocated Sales and Marketing expenses in the Product Line P&Ls, and the Senior Vice President of Worldwide Operations is responsible for carrying out the Company's plans pertaining to manufacturing, supply chain and certain engineering activities which are reflected as Allocated Factory Costs and Allocated R&D in the Product Line P&Ls.  In effect, over 40% of the total costs, including cost of goods sold and all operating expenses, reflected in the Product Line P&Ls are allocated.  Furthermore, only the Direct R&D and the Direct Marketing line items are the direct responsibility of the EVP-GM and these make up only approximately 10% of the total costs reflected in the Product Line P&Ls.

In view of the facts that our CEO exercises sole decision-making authority over the company-wide allocation of resources and assessment of performance, and that the EVP-GM does not share authority for those decisions, the CEO is the Company's sole CODM.

•

 Provide us with a representative sample for fiscal 2013 of the contents of the operating results that are regularly reviewed by your chief operating decision maker to make decisions about resources to be allocated and assess performance. Refer to FASB ASC 280-10-50-1.

United States Securities And Exchange Commission

May 23, 2013

Page 5

Response:

The Company is supplementally furnishing to the Staff a representative sample for fiscal 2013 of the operating results regularly received by our CEO to make decisions about resources to be allocated and assess performance1.

•

 Provide us with a sample of the 2013 Product Line P&L package used by the Executive VP and Corporate General Manager.

Response:

The Company is supplementally furnishing to the Staff a sample of the 2013 Product Line P&L package furnished to the EVP-GM1.  Product Line P&Ls are not furnished to the CEO and are not used by the CEO to manage the business.  After, and not before, the CEO, as our CODM, sets revenue, expense, hiring and capital expenditure targets for the Company, the Company prepares the Product Line P&Ls in order to align its product development and strategic marketing activities directionally with the company-wide goals.  As the year progresses, the Product Line P&Ls are updated monthly to reflect actual results of the product development and strategic marketing activities.  These updates again are not provided to the CEO, who manages resources and performance on a company-wide basis.

•

 Summarize the type of information you provide to your CODM about your eight product lines.

Response:

As the Staff will see from its review of the monthly report provided to our CEO, our CODM reviews financial results only on a consolidated basis.  As demonstrated by the provided report, product line information presented to the

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		SEC CL Extension 5-6-13

May 6, 2013

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Ms. Kate Tillan

Re:

 Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

This letter relates to the letter, dated April 25, 2013, to our client, Skyworks Solutions, Inc. (the “Company”), from Ms. Kate Tillan, Assistant Chief Accountant, for Mr. Martin James, Senior Assistant Chief Accountant, on behalf of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”).

On behalf of the Company, and as discussed by telephone with Mr. Gary Newberry of the Staff, this letter is to confirm that the Company will respond to the Staff's comments on or before May 23, 2013.

If you require additional information or wish to discuss the timing of the Company's response, please do not hesitate to contact the undersigned at 617-526-6989, or Mark G. Borden of WilmerHale at 617-526-6675.

Very truly yours,

/s/ Ian R. Kaminski

Ian R. Kaminski

cc:    Mark V.B. Tremallo, Skyworks Solutions, Inc.

Robert J. Terry, Skyworks Solutions, Inc.

Mark G. Borden, WilmerHale

April  25, 2013

Via E -mail
Mr. David J. Aldrich
Chief Ex ecutive Officer  and President
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the Fiscal Year Ended September 28, 2012
Filed November 21, 2012
  File No.   1-5560

Dear Mr . Aldrich:

We have reviewed your response letter  dated April 17, 2013 and filings and have the
following comment s.  In some of our comments, we may ask you to provide us with information
so we may better unde rstand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comment s apply to your facts and circumstan ces, please tell us why in your response.

After reviewing the information you provide in response to th ese comment s, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended September 28, 2012

Item 8.  Financial Statements and Supplementary Data

Note 18. Segment Information and Concentrations, page 62

1. In your response, you told us that on November 20, 2012, the company consolidated its
FES and HPA business units under an Executive Vice President and C orporate General
Manager.  Further, you responded that your single business unit is now composed of
eight product lines, each (i) led by a product line Vice President (who reports directly to
the Executive VP and Corporate General Manager); (ii) with its o wn product
development and marketing initiatives; and (iii) with its own product line profit and loss
estimate (“Product Line P&L”).

Mr. David J. Aldrich
Skyworks Solutions, Inc.
April 25, 2013
Page 2

  Please describe to us each of your eight product lines, including the basis on
which you have grouped your products.
 Tell us whether these product lines represent business units or operating segments
and whether, as disclosed on page 62 of your Form 10 -K, these business units also
share similar economic characteristics, long term business models, research and
development expenses and selling, general and administrative expenses.
 Tell us whether any operating segments were aggregated into your one reportable
segment pursuant to ASC 280 -10-50-11 and if so, provide a quantitative and
qualitative analysis that supports your conclusion that aggregation was
appropriate.

2. Given the significant changes noted in your response, and to help us understand the
company’s analysis in determining that it continues to have one reportable segment under
ASC 280 -10-50, please address the fol lowing:

 Discuss whether your product line vice presidents are directly accountable to and
maintain regular contact with someone within your organization to discuss
operating activities, financial results, forecasts, or plans for each product line.
 Tell us  why you do not also consider the Executive VP and Corporate General
Manager  a member of the CODM.  Refer to FASB ASC 280 -10-50-5 through 50 -
9.  Please be sufficiently detailed in your response.
 Provide us with a representative sample for fiscal 2013 of th e contents of the
operating results that are r egularly reviewed by your chief operating decision
maker to make decisions about resources to be allocated and assess performance.
Refer to FASB ASC 280 -10-50-1.
 Provide us with a sample of the 2013 Product Li ne P&L package used by the
Executive VP and Corporate General Manager.
 Summarize the type of information you provide to your CODM about your eight
product lines.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding th ese comment s.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

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		SEC CL Response 4-3-13

April 17, 2013

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Martin James, Senior Assistant Chief Accountant

Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated April 3, 2013 from Martin James of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer of Skyworks. Our responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff's letter. For your reference, your comments are reproduced in italics and our responses are set forth below such comment in standard type.

As a preliminary matter, the Company supplementally advises the Staff that, prior to November 20, 2012, the Company categorized its product lines as being part of either the Front End Solutions (“FES”) or High Performance Analog (“HPA”) business unit for the purposes of its internal financial reporting, and that each such unit had an Executive Vice President and General Manager. On November 20, 2012, the Company consolidated its FES and HPA business units under the leadership of Liam Griffin, who was named Executive Vice President and Corporate General Manager of Skyworks.  Shortly thereafter, the employment of Greg Waters, former Executive Vice President and General Manager of FES, ceased.  The Company's single business unit has since November 20, 2012 been composed of eight product lines, each (i) led by a product line Vice President (none of whom report directly to the CEO); (ii) with its own product development and marketing initiatives; and (iii) with its own product line profit and loss estimate (“Product Line P&L”).  The above organizational change was prompted by various business dynamics, including those discussed in our response to prior comment 2, filed on March 29, 2013, regarding the similarities of the products offered by the Company.  The Company is increasingly cross selling products and integrating functionality included in both FES and HPA products as the Company seeks to maximize addressable content for each customer engagement.  Accordingly, reflecting the way the Company's different product development and strategic marketing activities were in fact interacting, the Company made a decision to consolidate the product development and strategic marketing functions under one single business unit led by a single Executive Vice President and Corporate General Manager on November 20, 2012.  Although the consolidation of FES and HPA occurred in fiscal year 2013 and did not influence our financial disclosures in Form 10-K for the fiscal year ended September 28, 2012, we believe the underlying reasons for the consolidation provide additional relevant information in the context of the Company's ongoing application of FASB ASC 280 and supports the Company's determination that it has, and has had, one reportable segment.

The Company's response to the Staff's comments is as follows:

Form 10-K for the Fiscal Year Ended September 28, 2012

Item 8.  Financial Statements and Supplementary Data

Note 18.  Segment Information and Concentrations, page 62

United States Securities And Exchange Commission

April 17, 2013

Page 2

1. We note from your response to prior comment 1, that the Chief Financial Officer reviews the business unit non-GAAP profit and loss statements in order to understand and assess the financial performance of the business units and compare that with corporate level targets established by the CODM. Please respond to the following:

•

 Summarize the contents of the business unit non-GAAP profit and loss statements and tell us how often the statements are prepared. Also discuss whether you prepare forecasts for these units.

Response:

The Company's forecasts are prepared on an aggregated basis at the Company level.  Revenue forecast inputs are provided by the Senior Vice President of Worldwide Sales for each geographical region, key customers and product groups.  Aggregate, company-wide cost of goods sold and gross margin forecast inputs are provided by the Senior Vice President of Worldwide Operations based on anticipated aggregate product demand, sourcing costs for purchased inputs, anticipated factory utilization and projected overhead.  Due to the common company-wide manufacturing and supply chain discussed in the Company's response to prior comment 2 filed on March 29, 2013, these cost of goods sold and gross margin inputs are prepared without regard to product line contribution.  Operating expenses are forecast based on input received from the Company's numerous cost center managers in the various functional departments and product lines.  These inputs are combined to generate a company-wide consolidated non-GAAP profit and loss statement (“P&L”) during the second week of each month.  The P&L, included on page 6 of the sample financial report previously provided to the staff, includes historical and forecasted financial information for each quarterly reporting period and is presented to the Chief Executive Officer (“CEO”) during the Company's monthly executive staff meetings held during the third week of each month.

It is important to note the Product Line P&Ls are generated one to two weeks later than, and are based on forecast information derived from, the company-wide consolidated forecast process discussed above.   The Product Line P&L is similar in format to the Company P&L on page 6 of the sample reports previously provided to the staff, except that: (i) it provides an estimated measure of contribution margin in addition to gross margin, and (ii) it breaks out operating expenditures between direct and allocated costs.  The format of the Product Line P&L is designed to provide information that is useful in decisions made at the product line level, discussed in further detail in our response to the next bullet point.

The actual format of each of the Product Line P&Ls both in fiscal 2012 (before the consolidation of the two business units) and 2013 (after the consolidation) is as follows:

United States Securities And Exchange Commission

April 17, 2013

Page 3

Over 40% of all costs reflected in the Product Line P&Ls are based on allocations.  The process by which the Company allocates common manufacturing and operating expenditures involves highly subjective and imprecise methodologies that attempt to fragment the company-wide forecasts.  These methodologies involve grouping common costs into large cost pools which are spread across Product Line P&Ls based on a single cost driver, when in reality there are many smaller cost pools with multiple cost drivers which are not, by design, captured in the forecast process.

The Company's forecast process is designed to generate an accurate and timely company-wide P&L as this supports the decision making of the CEO, our Chief Operating Decision Maker (“CODM”), whereas the Product Line P&Ls are a by-product of the company-wide forecast, secondary in importance, significantly subjective and inherently imprecise, often outdated and not provided to or used by the CODM.

•

 Tell us in more detail how you use the business unit non-GAAP profit and loss statements. For example, since you state that gross profit is measured at the factory or Company level without regard to business unit performance, explain why you prepare non-GAAP profit and loss statements for the business units and how the individual line items are utilized by the company.

Response:

The Company's product line management is primarily responsible for product development execution and strategic marketing.  The Product Line P&Ls provide product line management with information that helps them carry out their responsibilities.  Specifically, (i) revenue performance provides information that reflects time to market performance and the relative attractiveness of Skyworks' product offerings versus those of competitors; (ii) contribution margin, to the extent it is influenced by product design, provides information regarding the cost effectiveness of their product designs; (iii) information regarding direct and allocated operating expenditures provides an estimate of the current period costs incurred; and (iv) operating income provides a rough measure of profitability relative to company-wide targets.  Collectively,

United States Securities And Exchange Commission

April 17, 2013

Page 4

this information provides product line management with information that assists in making decisions regarding product design, development execution, and strategic marketing at the product line level.  For example, product development teams can help improve product line contribution margin by designing products that are smaller in size and consume less raw material.

The extensive use of subjective cost allocations in the preparation of Product Line P&Ls is well understood by product line management and the information is used accordingly.  The Product Line P&Ls are formatted to separately identify direct product development and strategic marketing costs (as shown in the  Direct R&D and Direct Marketing line items in the Product Line P&L above), which are managed by the product lines, whereas all other costs are managed by each respective functional department head.  The Product Line P&Ls are customized for use exclusively at the product line level and assist in making certain decisions within the scope of product line management responsibilities regarding product development and strategic marketing.

•

 Provide us with an organization chart that includes your business unit executive vice presidents.

Response:

The following chart reflects the current organizational structure:

Note:  Until November 20, 2012, Greg Waters, the former Executive Vice President and General Manager of FES reported to the President and CEO.

•

 Provide a summary job description of the business unit executive vice presidents and explain how the functional and business units interact with each other.

Response:

Since November 20, 2012, we have had one Executive Vice President, Liam K. Griffin who is responsible for product development and strategic marketing for all eight of Skyworks' product lines. Prior to November 20, 2012, Mr. Griffin served as the Executive Vice President and General Manager and was responsible for product development and strategic marketing for HPA while Greg Waters, former Executive Vice President and General Manager, was responsible for product development and strategic marketing for FES.

As depicted in the organizational chart above, all the executives, including the Executive Vice President and Corporate General Manager, report to the CEO.  Each functional leader has defined company-wide responsibilities.  For example, the Senior Vice President of Worldwide Sales is responsible for attaining world-wide revenue targets established by the CEO, the Senior Vice President of Worldwide Operations is

United States Securities And Exchange Commission

April 17, 2013

Page 5

responsible for operating all manufacturing facilities, managing certain company-wide engineering activities and achieving all key manufacturing metrics established by the CEO.  The functional department heads and product line management interact on an ongoing basis, throughout the various stages of customer engagement, product development, demand fulfillment and post-sales customer support.  The functional departments and product lines collaborate and share information in order to effectively achieve their respective business objectives.  Often times, this involves establishing cross functional teams that come together to solve problems.  The Worldwide Sales, Operations, Quality and administrative department heads have full responsibility for their respective functions and are only accountable to the CEO.

•

 Explain how the CEO is able to evaluate the performance of the business unit executive vice presidents and compensate them based on the business units if the CEO is not provided and does not use the business unit level financial information. Tell us who makes the decision regarding their incentive compensation and the basis for the determination.

Response:

During 2012, the Executive Vice Presidents' compensation consisted primarily of a base salary, short-term incentives and long-term stock-based compensation.  Of these components, only the short-term incentives for the first half of 2012 included business unit specific performance metrics.  During the second half of 2012 and for fiscal 2013, all executive incentives were (or will be) based on Company level targets.   Accordingly, only 3.7% of the total compensation earned by the Executive Vice Presidents was based on business unit performance in fiscal year 2012.

As discussed in the Form 10-K/A filed on January 28, 2013, the Company's compensation committee, comprised of independent directors, is responsible for determining all components and amounts of compensation to be paid to the CEO and his staff members, including the Executive Vice Presidents.  The Company's human resource department obtains and tracks performance with respect to short-term incentive metrics and presents these to the CEO and compensation committee during bi-annual compensation committee meetings, consistent with the Company's half year performance periods.  The only business unit compensation performance metrics reviewed by the CEO were related to the first half of 2012 as the short-term incentive targets for the second half of 2012 and 2013 were (or will be) based on Company level targets for all the Company's executives.

The CEO is able to evaluate the performance of the executive vice president based on status of key product development programs and the relative revenue contributions of each product line (see page 7 of the sample reports previously provided to the staff).  The CEO interfaces with his direct reports on a regular, often daily, basis to make or approve significant business decisions and receive updates on significant business initiatives.  Through these interactions, the CEO is able to develop an understanding of how each direct report is performing.  In addition, the CEO is in regular contact with and receives feedback from several key customers regarding product development execution and relative competitiveness of the Company's product offering.

•

 Tell us why you do not also consider the CFO a member of the CODM. Refer to FASB ASC 280-10-50-5 through 50-9.

Response:

The Company has considered FASB ASC 280-10-50-5 through 50-9 and has determined that the CFO is not a member of the CODM.  Although the CFO provides company-wide consolidated financial information which assists the CEO in the process of making decisions regarding allocation of resources and performance assessment, the CFO does not have the authority to make, and does not make, operating decisions such as those discussed in our response to prior Comment 1 filed on March 29, 2013.  All significant decisions are made by the CEO; therefore, the CFO is not a member of the CODM.

United States Securities And Exchange Commission

April 17, 2013

Page 6

In connection with this response, the Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 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 proceedings initiation by the

April  3, 2013

Via E -mail
Mr. David J. Aldrich
Chief Ex ecutive Officer, President and Director
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the Fiscal Year Ended September 28, 2012
Filed November 21, 2012
  File No.   1-05560

Dear Mr . Aldrich:

We have reviewed your response letter  dated March 29 , 2013 and filing 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 ten 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 circumstances, please tell us why 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 28, 2012

Item 8. Financial Statements and Supplementary Data

Note 18. Segment Information and Concentrations, page 62

1. We note from your response to prior comment 1, that t he Chief Financial Officer reviews the
business unit non -GAAP profit and loss statements in order to understand and assess the f inancial
performance of the business unit s and compare that with corporate level targets established by the
CODM.  Please respond to the following:

 Summarize the contents of the business unit non -GAAP profit and loss statements and
tell us how often the statements  are prepared.  Also discuss whether you prepare forecasts
for these units.

Mr. David J. Aldrich
Skyworks Solutions, Inc.
April 3 , 2013
Page 2

  Tell us in more detail how you use the business unit non -GAAP profit and loss
statements.  For example, since you state that gross profit is measured at the factory or
Company leve l without regard to business unit performance , explain why you prepare
non-GAAP profit and loss statements for the business units and how the individual line
items are utilized by the company.
 Provide us with an organization chart that includes your busine ss unit executive vice
presidents.
 Provide a summary job description of the business unit executive vice presidents and
explain how the functional and business units interact with each other.
 Explain how the CEO is able to evaluate the performance of the business unit executive
vice presidents and compensate them based on the business units if the CEO is not
provided and does not use the business unit level financial information.  Tell us who
makes the decision regarding their incentive compensation and th e basis for the
determination.
 Tell us why you do not also consider the CFO a member of the CODM.  Refer to FASB
ASC 280 -10-50-5 through 50 -9.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan,
Assistant Chief Accountant, a t (202) 551 -3604 if you have questions regarding th is comment.  In
this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		SEC CL Response 3-15-13

March 29, 2013

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Martin James, Senior Assistant Chief Accountant

Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated March 15, 2013 from Martin James of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer of Skyworks.  Our responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter.  For your reference, your comments are reproduced in italics and our responses are set forth below such comment in standard type.

The Company’s response is as follows:

Form 10-K for the Fiscal Year Ended September 28, 2012

Item 8.  Financial Statements and Supplementary Data

Note 18.  Segment Information and concentrations, page 62

1. Further to your response to prior comment 5, please respond to the following:

•

 Discuss how you determined that your CODM is the President and Chief Executive Officer (“CEO”). Refer to FASB ASC 280-10-50-5 through 50-9.

•

 Discuss whether your Executive Vice Presidents and General Managers of the High Performance Analog business unit and Front End Solutions business unit are directly accountable to and maintain regular contact with someone within your organization (such as your CEO) to discuss operating activities, financial results, forecasts, or plans for each business unit.

•

 We note that you prepare your internal financial reports monthly. Please explain the differences, if any, between the sample quarterly report provided with your response and the monthly reports.

United States Securities And Exchange Commission

March 29, 2013

Page 2

•

 Tell us why your response states that you primarily provide information to the CODM on a consolidated basis. Discuss the nature of any other financial information provided to the CODM by business units.

•

 We note that you prepare non-GAAP profit and loss statements for each business unit. Please tell us who receives these financial statements above the level of the business unit managers and summarize how the information is used.

Response:

The Company determined that the Company's President and Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”) based on the fact that he is the primary decision maker for the Company, he is empowered to make and/or approve all key operating decisions for the Company (with the consultation of the Company's board of directors, as appropriate), including, without limitation, the allocation of resources, and he assesses the performance of the Company.  The CEO is the highest level of management at which decisions regarding allocation of the Company's resources and performance assessments are made.

The Company's organizational structure is comprised of functional departments and business units.  The functional departments include manufacturing operations, sales, quality, common engineering and administrative departments that carry-out their respective Company-wide functions.  Each functional department is managed by a head that reports to the CEO.  The business unit General Managers, who each report to the CEO, are primarily responsible for product development execution and strategic marketing.

Accordingly, the Company has determined that the CEO performs the function of the CODM.  In reaching the conclusion that the CEO is the CODM, the Company considered the CEO's role in the following decision making and performance assessment functions regarding the most critical aspects of the Company's business:

 Revenue performance

 Aggregate Company revenue targets are established and assessed by the CEO at the Company-wide level.  Although revenue information is available by part, region, customer, product line and business unit, it is aggregated for the purposes of establishing targets, making decisions and assessing performance at the Company level.  The Senior Vice President, Worldwide Sales is responsible for achievement of Company-wide revenue targets established by the CEO, without specific regard to business unit revenue performance.

 Gross profit

 Gross profit performance targets are established and performance assessed by the CEO at the Company-wide level.  In addition, all key operating metrics (such as gross margin, on time delivery, inventory turnover, cycle times and yield performance) are measured at the factory or Company level without regard to business unit performance.

United States Securities And Exchange Commission

March 29, 2013

Page 3

 Capital expenditure decisions

 The Company invests a significant amount each year in capital equipment primarily, in support of its manufacturing capabilities.  The various product lines within the Company leverage a common set of manufacturing tools, facilities and processes across the Company's three main manufacturing locations.  The CEO assesses capacity requirements and needs on a Company-wide basis (rather than with respect to any particular business unit) and evaluates financial investment criteria prior to approving any investment in capital equipment.  Such decisions are not made below the CEO.

 Operating budgets

 The CEO establishes and approves all spending targets for the Company as a whole (rather than with respect to any particular business unit or product) and for the various functional groups, including manufacturing operations, engineering groups, sales, marketing, and administrative functions based on Company-wide operating model targets and profitability objectives.

 Headcount plans

 Decisions to grow and/or reduce the Company's headcount are made by the CEO based on Company-wide spending and operating model targets and total anticipated labor force capacity required to meet aggregate demand.

 Mergers and acquisitions

 The Company's decisions related to acquisitions are made by the CEO (subject to approval by the Board of Directors) based on a decision process that focuses on the overall anticipated impact to the Company's strategic position and financial objectives.  For example, revenue growth, operating margin and earnings per share potential are critical aspects of assessing merger and acquisition opportunities and are considered by the CEO at the Company-wide level without specific regard to business unit performance.

 Financing and capital structure

 Strategic financing and capital structure recommendations made by the Chief Financial Officer are approved by the CEO based on the overall impact to the Company's financial objectives.

Given these factors, the Company concluded that the CEO performs the function of the CODM in accordance with ASC280-10-50-5 through 50-9.

The Vice Presidents and General Managers of the Company's business units are not directly accountable to the CEO for operating activities, financial results or forecasts of the business units that each manages.  Under the Company's organizational structure, significant aspects of financial performance are managed by functional departments outside of the business units.  For example, the Company maintains a functional department devoted to managing sales of all Company products across the organization which is headed by the Senior Vice President of Worldwide Sales who is responsible for attaining worldwide revenue targets established by the CODM,

United States Securities And Exchange Commission

March 29, 2013

Page 4

irrespective of business unit performance.  In addition, the Operations functional department, headed by the Senior Vice President of Worldwide Operations, is responsible for achieving all key manufacturing metrics and budgets on a Company-wide basis for all Company products (also established by the CODM).  Both of these Senior Vice Presidents report to the CEO.

The representative sample internal financial report that was provided to the Staff is the same format of report that is provided to the CODM on a monthly basis.  The information contained in each monthly financial report delivered to the CODM is presented on a quarterly, rather than monthly basis.  Each monthly report updates the historical and forecast quarterly information included therein.   There are no differences between the sample report and each monthly financial report prepared for the CODM.

The Company's initial response stated that it primarily provides information to the CODM on a consolidated basis because there are certain schedules in the monthly financial reports (which were included in the sample provided to the Staff) that provide revenue and price trends by product line and certain schedules that provide revenue, pricing and gross margin estimates for certain key customer programs.  These schedules provide unconsolidated financial information to the CODM.  In addition, the Company notes, the monthly financial packages provided to the CODM do not include business unit profit and loss statements.

The Company prepares non-GAAP profit and loss statements for each business unit.  The non-GAAP profit and loss statement for each business unit is not provided to or used by the CODM.  The only executives who receive these reports are the business unit Executive Vice President and General Managers and the Chief Financial Officer.  These financial statements provide high level estimates of business unit profitability.  They are not generated by our financial reporting system (SAP), but rather are prepared offline based on several highly subjective allocations and other considerations.  By design, these financial reports are not intended to nor do they comply with GAAP or are they completely consistent with our external non-GAAP reporting.  These reports are not provided to the CODM as they would provide limited meaningful insight in support of the CODM's decision making process.  The Chief Financial Officer reviews the business unit non-GAAP profit and loss statements in order to understand directional financial performance of the various product lines and to assess the general alignment of business unit performance with corporate level targets established by the CODM.  Given the highly subjective nature of the allocations used, we believe that such financial data would be of limited value to the decision making processes of the CODM and therefore, is not provided to the CODM.

2.

 Further to your response to prior comment 6, please tell us in detail why you consider all of your products to be similar, expanding on each of the factors you noted in your response - i.e., common customers, production processes, sales and distribution channels, end market applications and underlying technology.

Response:

Although the Company has a broad product offering, the Company believes its products are similar in nature based on a number of factors which are discussed below.

Common Customers

United States Securities And Exchange Commission

March 29, 2013

Page 5

The Company's Front End Solutions (“FES”) and High-Performance Analog (“HPA”) business units develop semiconductor solutions that the Company sells to a common customer base, targeting primarily wireless communication applications.  The Company maximizes sales opportunities for each customer engagement by promoting products from both business units.  For example, one of our largest customers purchases an antennae switch and two WLAN front end modules developed by our HPA business unit along with a dual band power amplifier/duplexer, and a cellular power amplifier front end module developed by our FES business and uses these components together on a single wireless communication platform.  As such, the CODM evaluates the Company's performance based on total semiconductor content for the customer platform, without specific regard to business unit contribution.  In addition, the Company produces and markets several products which integrate semiconductor components developed by both business units on a single chip.  As the Company seeks to maximize addressable semiconductor content at each of its major customers (a key part of the Company's strategy), products developed by both the FES and HPA business units are sold to an overlapping set of common customers.

Common Manufacturing and Supply Chain

The Company's product manufacturing processes incorporate wafer fabrication and assembly and test operations consisting of vertically integrated factories as well as external manufacturing services provided by third party foundries.   The Company's manufacturing and production processes, equipment and technologies provide the ability to meet stringent customer performance and quality specifications as well as the manufacturing capacity required to meet aggregate demand.  The Company's manufacturing infrastructure support both FES and HPA products across facilities and the Company's manufacturing operations are centrally managed under one functional area head (not by business units).  In addition, our supply chain organization is centrally managed and our production processes are applied across the Company's product portfolio in a standardized fashion without regard to the business unit to which a particular product is coded.  In addition, each of Skyworks' manufacturing facilities supports a wide array of products developed by both the FES and HPA business units.  Accordingly, Skyworks considers its products to be similar in terms of manufacturing process and supply chain management.

Common Sales Model

The Company's sales department is centrally managed by the Senior Vice President of Sales who reports to the CEO.  The Company's products are primarily sold through a direct sales force globally deployed across all major market regions. In some markets, the Company supplements the direct sales effort with independent representatives and distribution partners.  The Company's sales organization is structured to support all of the Company's product offerings without regard to the business unit to which a particular product may be coded.  The Company has one global sales organization which is not divided by business unit.  For example, the Company's Korea sales office is responsible for creating sales opportunities for both FES and HPA products with a common set of regional customers.  Accordingly, the Company considers its sales model to be common across all major products.

Common End-User Products

The Company's broad product portfolio addresses end market applications which are similar in that they all involve various forms of wireless communication.  For example, smartphones require a variety of components to facilitate functions such as cellular communication, global positioning, camera flash, display backlighting, antenna tuning, battery charging, radio frequency band

United States Securities And Exchange Commission

March 29, 2013

Page 6

switching and wireless area networking capabilities.  The Company's product portfolio includes all of these technologies.  Some of these components can be classified under the HPA category and others under the FES category, but ultimately, they work together to enable wireless communication end products.  As a part of the Company's strategy, the Company seeks to leverage its product portfolio across several wireless communication applications outside of the cellular handset including tablets, home entertainment, automotive, smart energy and wireless infrastructure.  The Company considers these end market applications to be similar in terms of how our products are used to achieve wireless communication functionality.

Common Design

The

March 15, 2013

Via E -mail
Mr. David J. Aldrich
Chief Ex ecutive Officer, President and Director
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the Fiscal Year Ended September 28, 2012
Filed November 21, 2012
  File No.   1-05560

Dear Mr . Aldrich:

We have reviewed your response letter  dated February 28, 2013 and filing and have the
following comments.   In some of our comments, we may ask you to provide us with information
so we may be tter understand your disclosure.

Please respond to this letter within ten 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 c ircumstances, please tell us why 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 28, 2012

Item 8. Financial Statements and Supp lementary Data

Note 18. Segment Information and Concentrations, page 62

1. Further to your response to prior comment 5, please respond to the following:

 Discuss how you determined that your CODM is the President and Chief Executive
Officer (“CEO”).  Refer to FASB ASC 280 -10-50-5 through 50 -9.
 Discuss whether your Executive Vice Presidents and General Managers of the High
Performance Analog business unit and Front End Solutions business unit are directly
accountable to and maintain regular contact with someone within your organization

Mr. David J. Aldrich
Skyworks Solutions, Inc.
March 15, 2013
Page 2

 (such as your CEO) to discuss operating activities, financial results, forecasts, or
plans for each business unit.
 We note that you prepare your internal financial reports monthly .  Please explain the
differences, if any, b etween the sample quarterly report provided with your response
and the monthly reports.
 Tell us why your response states that you primarily  provide information to the
CODM on a consolidated basis .  Discuss the nature of any other financial information
provided to the CODM by business units.
 We note that you prepare non-GAAP profit and loss statements for each business
unit.  Please tell us who receives these financial statements above the level of the
business unit managers and summarize how the information  is used.

2. Further to your response to prior comment 6, please tell us in detail why you consider all
of your products to be similar, expanding on each of the factors you noted in your
response – i.e.,  common customers, production processes, sales and distribution
channels, end market applications and underlying technology.

3. Explain to us why, on your fourth quarter 2012 earnings call, you discussed revenues
grouped into (i) high -performance analog products and (ii) handsets and smartphones
products.  T ell us why you believed this presentation was meaningful or significant to the
analysts and other participants on that call.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		SEC CL Response 1-30-13

Confidential Treatment Request under Rule 83

The entity requesting confidential treatment is:

Skyworks Solutions, Inc.

20 Sylvan Road

Woburn, MA 01801

Attention:  Mark V.B. Tremallo

Vice President and General Counsel

781-376-3000

February 28, 2013

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Martin James Senior Assistant Chief Accountant

Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated January 30, 2013 from Martin James of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer of Skyworks.  Our responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter.  For your reference, your comments are reproduced in italics and our responses are set forth below such comment in standard type.

The Company’s response is as follows:

Form 10-K for the Fiscal Year Ended September 28, 2012

Item 8. Financial Statements and Supplementary Data

Note 2. Summary of Significant Accounting Policies

Cash and Cash Equivalents, page 42

United States Securities And Exchange Commission

February 28, 2013

Page 2

1.

 You disclose that your cash equivalents have a weighted average maturity of 90 days or less. Please tell us how the company considered the definition of cash equivalents in FASB ASC 230-10-20 in your accounting policy. We note that generally, only investments with original maturities of three months or less qualify under the definition.

Response:

Although the Company stated that cash equivalents held by the Company had a “weighted average maturity of 90 days or less” in its accounting policy disclosure, the cash equivalents held by the Company on September 28, 2012 consisted of highly liquid money market funds that were readily convertible to cash and not subject to a stated maturity or a minimum holding period.   The Company's investments that were classified as cash equivalents at September 28, 2012 were appropriately classified as such under FASB ASC 230-10-20.

The Company acknowledges the Staff's comment and will modify its accounting policy disclosure in future filings to clarify that only highly liquid investments with original maturities of three months or less are classified as “cash equivalents.”

Inventory, page 42

2.

 On page 42, you refer to inventory reserves for excess, obsolete and unmarketable inventory and state that reserves are generally equal to historical cost. Please explain how the company considers FASB ASC 330-10-35-1 and 35-2 in determining whether there is evidence that the utility of goods, in their disposal in the ordinary course of business, will be less than cost, including due to changes in price levels.

Response:

The Company assesses the carrying value of its inventory for each reporting period to ensure inventory is reported at the lower of cost or market in accordance with ASC 330-10-35.  These assessments contemplate various factors, including a comparison of expected selling price versus carrying value of inventory.  In cases when there is evidence that the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis until it is sold or disposed of.

In addition, given the Company's average gross profit margin of 42.5% in FY12 (43.7% in FY11 and 42.6% in FY10), and the relatively high inventory turnover the Company has historically experienced, though average selling prices do erode over time, they rarely erode below the carrying value of inventory.  Historically, adjustments to inventory resulting from a reduction in the carrying value have had a de minimis impact on the Company's results of operations.

The Company acknowledges the Staff's comment and will modify its accounting policy disclosure in future filings to clarify that the carrying value of its inventory is adjusted down for instances where the anticipated utility of goods, in their disposal in the ordinary course of business, will be less than the historical cost of the inventory.

3.

 Further, on page 31, you disclose that you value inventory at the lower of cost or fair market value. Please discuss how the company determines fair market value and applies FASB ASC 330-10-35 and the definition of market value. Refer to FASB ASC 330-10-20.

United States Securities And Exchange Commission

February 28, 2013

Page 3

Response:

As used by the Company in the phrase “lower of cost or fair market value,” the term “fair market value” is equivalent to the definition of “market” in FASB ASC 330-10-20.  ASC 330-10-20 defines “market” (as used in the phrase “the lower of cost or market”) as replacement cost provided that market shall not exceed the net realizable value and provided that market shall not be less than net realizable value reduced for a normal profit margin.

The Company values its inventory using a FIFO basis.  The Company seeks to continually lower its manufacturing costs in order to maintain gross profit margins as average selling prices erode.  At any time, given the relatively high inventory turnover, historical cost approximates current replacement cost.

As noted in the response to question 2 above, in accordance with ASC 330-10-35, in cases when there is evidence that the net realizable value of inventory will be less than the historical cost of the inventory, the Company recognizes the difference as a current period charge to earnings and carries the inventory at the reduced cost basis.

The Company acknowledges the Staff's comment and will modify the accounting policy disclosure and the significant accounting estimates noted in the Management Discussion and Analysis in future filings to clarify the application of the term “market” as used in the phrase “lower of cost or market”.

Goodwill and Indefinite Intangible Assets, page 43

4.

 Your disclosure in footnote 18 on page 62 indicates business units are aggregated into one reporting segment based on similar economic characteristics. Your disclosure here indicates you have one reporting unit for purposes of allocating and testing goodwill. Please explain how you applied FASB ASC 350-20-35-33 through 35-38 in determining your reporting unit.

Response:

Applying FASB ASC 350-20-35-33 through 35-38, the Company has determined that it has a single reporting unit for purposes of allocating and testing goodwill for impairment.  The Company's business units are components of the Company's single reportable segment, however none of the business units constitutes a reporting unit under ASC 350-20-35.  The Company's business units are highly integrated and share common inputs and processes such as; fixed asset base, manufacturing facilities and personnel, operational processes, design and manufacturing technologies, supply chain, customer relationships, sales force, engineering groups and strategic management functions.  In addition, the Company's single reportable segment represents the lowest level for which identifiable cash flows are largely independent.  Therefore, in accordance with FASB ASC 350-20-35-34 and FASB ASC 805-10-55-4 through 55-9, none of the business units of the Company's single reportable segment meet the definition of a business.  Accordingly, the Company considers itself to be a single reporting unit for the purposes of allocating and testing goodwill for impairment.

The statement in the Company's disclosure that "the Company's business units share similar economic characteristics, long term business models, research and development expenses and selling, general and administrative expenses” on page 62 of Footnote 18 was not intended to suggest that the Company aggregates its business units for the purposes of testing goodwill for impairment.  The Company will revise the disclosures in future filings to clarify this point.

United States Securities And Exchange Commission

February 28, 2013

Page 4

Note 18. Segment Information and Concentrations, page 62

5.

 Please tell us about the company's analysis in determining that it has one reportable segment under ASC 280-10-50. Your response should address the following:

•

 Please tell us the title(s) of your chief operating decision maker(s).

•

 Please provide us with a representative sample for fiscal 2012 of the contents of the operating results that are regularly reviewed by your chief operating decision maker to make decisions about resources to be allocated and assess performance. Refer to FASB ASC 280-10-50-1.

•

 Explain whether any operating segments were aggregated under ASC 280-10-50-11 and if so, why, providing a quantitative and qualitative analysis.

•

 Summarize the type of information you provide to your CODM about your front-end solutions group and high-performance analog group and how the CODM uses the information.

•

 Discuss the extent to which the compensation of your executive vice presidents and general managers are based upon business unit performance.

Response:

FASB ASC 280-10-50-1 states that “an operating segment is a component of a public entity that has all of the following characteristics:

•

 It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity).

•

 Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

•

 Its discrete financial information is available.”

The Company has analyzed its operating structure using the guidance provided in ASC 280-10-50 and has determined that it has one reportable operating segment which designs, develops, manufactures and markets proprietary semiconductor products, including intellectual property based on the following.

The Company's Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer (“CEO”) who uses consolidated financial information to make decisions regarding allocation of the Company's resources and to assess the Company's performance.  A copy of a representative sample of the internal financial reports provided to and used by the CODM to allocate the Company's resources and assess the Company's performance is being delivered supplementally to the Staff for the Staff's evaluation¹.

The internal financial reports are prepared monthly, primarily on a consolidated basis and incorporate financial information regarding the Company's historical and projected business affairs and are presented by the Chief Financial Officer to the CEO and executive staff members.  The consolidated information in these internal financial reports includes: (i) consolidated non-GAAP profit and loss schedules; (ii) a consolidated condensed balance sheet; (iii) a consolidated non-GAAP cash flow statement; (iv) revenue trends for key customers, key customer platforms, product lines, and high volume parts; (v) trends in average selling prices for all Company product lines and high volume parts; (vi) Company-wide non-GAAP operating expenditures and

¹As indicated in our supplemental letter dated February 28, 2013 (the “Letter”), we are seeking Rule 83 confidential treatment with respect to material referenced in the Letter.  In the Letter, we request that the materials provided be treated as confidential information and that the Securities and Exchange Commission provide timely notice to Mark V.B. Tremallo, Vice President and General Counsel, Skyworks Solutions, Inc., 20 Sylvan Rd, Woburn, MA 01801, 781-376-3000, before it permits any disclosure of the materials provided.

United States Securities And Exchange Commission

February 28, 2013

Page 5

headcount trends; (vii) Company-wide non-GAAP gross margins, as well as trends for inventory, factory loading and capital expenditures; and (viii) other consolidated key financial metrics.  As demonstrated in the internal financial report provided supplementally to the Staff herewith, the focus of the financial information provided to the CODM is prepared on a consolidated basis.  The internal financial reports provided to the CODM do include business unit specific financial information, but it is limited to revenue trends and erosion of average selling prices.

The Company advises the Staff that, none of the business units by itself constitutes an operating segment or a reportable segment under the terms of ASC 280-10-50.  The Company does generate non-GAAP profit and loss statements for internal use by business unit management below the level of the CODM.  Such information is prepared based on extensive cost allocation methodologies that attempt to allocate the costs of operating common manufacturing facilities and common operating expenses across numerous product lines to estimate their relative financial performance.  Given the extensive use of cost allocations, such financial information is limited in terms of reliability and usefulness, therefore is not regularly provided to, nor reviewed by the CODM in making decisions regarding the allocation of resources and assessing the Company's performance.

The compensation of the Company's executive vice presidents and general managers is primarily comprised of base salary, incentive compensation, and equity-based compensation.  Their respective compensation plans for fiscal year 2012 ("FY12") included short-term incentives that were primarily contingent upon the Company achieving corporate level financial targets and to a lesser extent contingent upon the achievement of certain business unit metrics (specifically, revenue, non-GAAP operating income and design wins).  In FY12, Liam Griffin, the former Executive Vice President and General Manager of the High Performance Analog business unit earned $1,665,674, of which 6% was attributable to business unit performance metrics.  Greg Waters, the former Executive Vice President and General Manager of the Front End Solutions business unit earned total compensation of $1,600,582 of which 1% was attributable to business unit performance metrics.

Based on the facts and circumstances set forth above, including the level of financial information provided to and reviewed by the CODM and the guidance set forth in ASC 280-10-50, the Company concluded it has one reportable operating segment (and therefore was not required to consider whether  any operating segments were required to be aggregated in accordance with ASC 280-10-50-11).

6.

 Please tell us about your consideration of the disclosures required by FASB ASC 280-10-50-40.

Response:

The Company's net revenue is generated principally from the sale of semiconductor products that facilitate various wireless communication applications.  While the Company had two business units in FY12, it considers their product offerings to be similar in nature given common customers, production processes, sales and distribution channels, end market applications and underlying technology.  As such, and in accordance with FASB ASC 280-10-50-40, the Company appropriately considers its products to be similar in nature and therefore does not segregate revenue by business unit in its general-purpose financials and has determined that further disclosures are not required or useful to the users of the financial statements.

United States Securities And Exchange Commission

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		CL 1-30-13 ext request 2-6-13

February 6, 2013

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Ms. Kate Tillan

Re:

 Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended September 28, 2012

Filed November 21, 2012

File No. 001-5560

Ladies and Gentlemen:

This letter relates to the letter, dated January 30, 2013, to our client, Skyworks Solutions, Inc. (the “Company”), from Ms. Kate Tillan, Assistant Chief Accountant, for Mr. Martin James, Senior Assistant Chief Accountant, on behalf of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”).

On behalf of the Company, and as discussed by telephone with Ms. Kate Tillan of the Staff, this letter is to confirm that the Company will respond to the Staff's comments on or before February 28, 2013.

If you require additional information or wish to discuss the timing of the Company's response, please do not hesitate to contact the undersigned at 617-526-6989, or Mark G. Borden of WilmerHale at 617-526-6675.

Very truly yours,

/s/ Ian R. Kaminski

Ian R. Kaminski

cc:    Mark V.B. Tremallo, Skyworks Solutions, Inc.

Robert J. Terry, Skyworks Solutions, Inc.

Mark G. Borden, WilmerHale

January 30, 2013

Via E -mail
Mr. David J. Aldrich
Chief Executive Officer, President and Director
Skyworks Solutions, Inc.
20 Sylvan Road
Woburn, Massachusetts  01801

 Re: Skyworks Solutions, Inc.
  Form 10-K for the Fiscal Year Ended  Septe mber 28, 201 2
Filed  November 21, 2012
  File No.   1-05560

Dear Mr . Aldrich :

We have reviewed your filing  and have the following comments.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.   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 ten 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 circumstances, please tell us why 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 28, 2012

Item 8.  Financial Statements and Supplementary Data

Note 2.  Summary of Significant Acc ounting Policies

Cash and Cash Equivalents, page 42

1. You disclose that your cash equivalents have a weighted average maturity of 90 days or
less.  Please tell us how the company considered the definition of cash equivalents in
FASB ASC 230 -10-20 in your a ccounting policy.  We note that g enerally, only
investments with original maturities of three months or less qualify under the definition.

Mr. David J. Aldrich
Skyworks Solutions, Inc.
January 30, 2013
Page 2

 Inventory, page 42

2. On page 42, you refer to inventory reserves for excess, obsolete and unmarketable
inventory an d state that reserves are generally equal to historical cost.  Please explain
how the company considers FASB ASC 330 -10-35-1 and 35 -2 in determining whether
there is evidence that the utility of goods, in their disposal in the ordinary course of
business, will be less than cost, including due to changes in price levels .

3. Further, on page 31, you disclose that you value inventory at the lower of cost or fair
market value.  Please discuss how the company determines fair market value and applies
FASB ASC 330 -10-35 and the definition of market value. Refer to FASB ASC 330 -10-
20.

Goodwill and Indefinite Intangible Assets, page 43

4. Your disclosure in footnote 18 on page 62 indicates business units are aggregated into
one reporting segment based on similar econo mic characteristics.  Your disclosure here
indicates you have one reporting unit for purposes of allocating and testing goodwill.
Please explain how you applied FASB ASC 350 -20-35-33 through 35 -38 in determining
your reporting unit.

Note 18.   Segment Information and Concentrations, page 62

5. Please tell us about the company’s analysis in determining that it has one reportable
segment under ASC 280 -10-50.  Your response should address the following:

 Please tell us the title(s) of your chief op erating decision maker(s).
 Please provide us with a representative sample for fiscal 2012 of the contents of
the operating results that are r egularly reviewed by your chief operating decision
maker to make decisions about resources to be allocated and asse ss performance.
Refer to FASB ASC 280 -10-50-1.
 Explain whether any operating segments were aggregated under ASC 280 -10-50-
11 and if so, why, providing a quantitative and qualitative analysis.
 Summarize the type of information you provide to your CODM about your front -
end solutions group and high -performance analog group and how the CODM uses
the information.
 Discuss the extent to which the compensation of your executive vice presidents
and general managers are based upon business unit performance.

6. Please tell us about your consideration of the disclosures required by FASB ASC 280 -10-
50-40.

Mr. David J. Aldrich
Skyworks Solutions, Inc.
January 30, 2013
Page 3

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures th ey have made.

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

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securiti es laws of the United States.

You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief  Accountant, at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant

May 1, 2012
 Via Facsimile

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   File No.  001-05560

Dear Mr. Aldrich:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin L. Vaughn
Kevin L. Vaughn Accounting Branch Chief

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		Skyworks-2ndResponseLettertoSECCommentLetter41612_94841769_5

April 16, 2012

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Kevin L. Vaughn, Accounting Branch Chief

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 for the year ended September 30, 2011

Filed January 30, 2012

File No. 001-5560

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comment regarding the above referenced filings contained in a letter dated April 2, 2012 from Kevin L. Vaughn of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer of Skyworks.  Our response is set forth below and is keyed to the numbering of the comment and heading used in the Staff’s letter.  For your reference, your comment is reproduced in italics and our response is set forth below such comment in standard type.

The Company’s response is as follows:

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. Please expand your justification for why you believe the historical performance goals applicable to your short-term incentive program are not material and that disclosing such goals will result in competitive harm to you.  For example, please:

T 781.376.3000 f 781.376.3310   www.skyworksinc.com   20 Sylvan Road   Woburn, MA 01801 USA

United States Securities And Exchange Commission

April 16, 2012

Page 2

•

 clarify how you determined that such goals are immaterial in the context of your compensation policies or decisions, given that your disclosure indicates the amounts  paid under your short-term incentive plan were determined entirely by reference to those goals. We also note that such payments 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 pre-established performance metrics that are generally [less than one year]”;

•

 clarify how disclosing financial performance target levels for a past year would “enable competitors to extrapolate the Company’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 performance targets necessarily be predictive of your strategic plans for future years, given that your compensation committee could assign different weights to these targets, different ranges or different targets altogether for those future years. Might there be multiple variables that affected actual performance that are unrelated to the performance targets and your strategy? We note, for example, your disclosure regarding the impact of market downturns and pricing declines. It is unclear how you reached the conclusions you express, given that the predictive value of historical goals would appear subject to significant assumptions by your competition as to your strategic direction; and

•

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

Response:

The Company continues to believe that for reasons of materiality to investors and competitive harm to the Company, it is not required to disclose the specific quantitative targets for the performance goals set by the Compensation Committee of the Company’s Board of Directors for purposes of determining the payouts under the Company’s short term incentive compensation plan (the “Plan”), even on an historical basis, based on Instruction 4 to Item 402(b) of Regulation S-K (“Instruction 4”) and Question 118.04 of the Regulation S-K Compliance and Disclosure Interpretations.  The Company believes that the disclosure with respect to the Plan that was previewed in the Company’s response to Comment No. 6 from the Staff’s letter to the Company dated February 23, 2012 (the “First Response”) and is included in the Company’s proxy statement for its annual meeting of stockholders to be held on May 10, 2012, which was filed with the Commission on April 6, 2012 (the “2012 Proxy”), provides all the material information necessary to gain a complete understanding of its compensation policies and decisions as they relate to its named executive officers, including with respect to the Plan. The Company does not believe that disclosing its specific quantitative targets for any performance goal would provide its stockholders with a materially greater understanding of the Plan.

United States Securities And Exchange Commission

April 16, 2012

Page 3

While the payouts under the Plan are determined by reference to the performance goals established by the Compensation Committee, the Company respectfully submits that the information that is material to stockholders and investors, and required for an understanding of the compensatory meaning of such payouts, is not the quantitative targets for such performance goals, but rather the following: (i) the dollar value of the range of possible payouts under the Plan; (ii) the performance goal categories; (iii) the weightings of each performance goal; (iv) whether or not the performance goals were achieved; and (v) where in the range of performance for each performance goal the level of achievement fell.

Disclosure regarding the dollar value of the range of possible payouts is material because it allows a reader of the Company’s disclosure to understand the amount each named executive officer can earn under the Plan.  Disclosure regarding the categories of performance goals and their weightings is important because it allows the reader to understand the underlying components used to determine payout amounts and to evaluate whether the Company is choosing the right metrics and mix to appropriately incentivize management.  This information was previewed in the First Response and is included in the 2012 Proxy.

Disclosure regarding whether performance goals are achieved and where in the range of performance the level of achievement falls for each goal (i.e. did actual performance exceed the Threshold, Target or Maximum level of achievement) and how that level of performance is translated into the actual payout amount, are the final material pieces of information that readers need to understand how the amounts paid out under the Plan were determined.  The Company believes that this information, which was previewed in the First Response and is included in the 2012 Proxy, can be conveyed just as effectively to the reader with words or visual demonstration of the outcome as it can by disclosing quantitative targets (see, e.g., pages 42-45 of the 2012 Proxy).  This is especially true since most of the Company’s performance goals are based on non-financial metrics where the actual quantitative targets would not, in and of themselves, have any meaning to stockholders or investors in connection with an evaluation of the Company’s compensation of its executives (though, as discussed below, would convey meaningful information to competitors).

The only remaining question of materiality is whether the disclosure of the quantitative targets is necessary for a reader to determine whether or not the Company has set the levels of achievement for the performance goals appropriately.  The Company believes this information is effectively conveyed to the reader by the Company’s disclosure in the First Response and the 2012 Proxy concerning the methodology used to determine the targets for the performance goals and the level of difficulty in achieving them.  For example, by telling the reader in the 2012 Proxy that the low or “threshold” level for all performance goals (other then customer satisfaction and cash (inventory turns) –for which additional disclosure was provided) for the first six months of fiscal 2011 were higher than the Company’s actual results and the high end or “maximum” level for the same six month period in 2010 (and additional similar disclosure for the second six month period) the Company sufficiently informs the reader as to the difficulty of

United States Securities And Exchange Commission

April 16, 2012

Page 4

achievement of the goals (see, page 43 of the 2012 Proxy).  The Company believes that it has, by comparing each goal both to the Company’s prior year’s goals and to prior year actual performance, provided more than sufficient disclosure as to the level of difficulty of achieving the goals.

Even if the Staff were to determine that the quantitative targets for the performance goals were, in and of themselves, material, the Company continues to believe that disclosure of the specific quantitative targets for the performance goals would not be required under Instruction 4 because the quantitative targets constitute confidential commercial information, the disclosure of which would result in substantial competitive harm to the Company.

The Company believes that, for the reasons set forth below with respect to each performance goal, disclosure of the quantitative targets for the performance goals for revenue, non-GAAP operating margin, non-GAAP gross margin, customer satisfaction, cash (inventory turns), units shipped and design wins used by the Compensation Committee to determine payouts under the Plan, even on an historical basis, would provide valuable information to the Company’s competitors, customers and suppliers about the Company’s business and performance expectations and would result in substantial competitive harm to the Company.

•

 Revenue.  Although the quantitative targets for revenue under the Plan are for six month periods of performance, those targets are set based on forecasts used by the Company for periods that extend beyond the performance periods under the Plan (and beyond the time by which the targets would be disclosed by the Company) and therefore both incorporate and provide a glimpse of the Company’s longer term expectations of its commercial and financial performance.  High year over year increases in the upper end of the range of targets would indicate not only an expectation for revenue growth in the coming six month period, but also future periods.  More moderate increases would suggested tempered expectations for future growth.  As a result, disclosing the range of targets over a period of years, even on an historical basis, would provide the Company’s competitors with insight into the Company’s carefully honed market growth expectations.  If the Company’s growth expectations revealed a significant upward trend or increases that are more aggressive than competitors expect, then the Company’s competitors in the wireless communications semiconductor industry, who otherwise might not have focused their product development or marketing resources and efforts directly on the Company’s space, could gain insight as to the size or expected growth of the market opportunity, and then allocate more resources to this space.  The resulting increase in competition could either reduce the market share of the Company or introduce pricing pressure, thereby causing substantial competitive harm.

United States Securities And Exchange Commission

April 16, 2012

Page 5

•

 Non-GAAP Operating Margin and Non-GAAP Gross Margin.  Disclosure of the range of targets for either the non-GAAP operating margin or non-GAAP gross margin performance goal would provide valuable pricing information to competitors and could impair the Company’s relationships with its customers and suppliers and benefit competitors.  If customers were aware of the actual minimum margins that the Company would consider sufficient to pay bonuses, as compared to actual results, customers could (and indeed, a sophisticated customer should) use that information to their advantage in negotiating for lower prices.  Similarly, if suppliers were aware of the Company’s actual maximum margin targets and how close to those targets the Company was, suppliers would use that information to negotiate to sell their products at higher prices to the Company.  Finally, competitors could use knowledge that the Company’s performance was close to a disclosed minimum margin metric in order to drive prices down below that level since the Company would not be incented to match margins below the minimum; conversely, a competitor could use knowledge that the Company’s margins were close to a disclosed maximum target to market to customers that the Company was overcharging them. All of these possible effects could cause material competitive harm.

•

 Customer Satisfaction.  The Company would suffer substantial competitive harm by disclosing the targets and actual results for this performance goal because of the leverage customers would gain in contract and pricing negotiations, the damage that it would do to customer relationships and the advantage competitors would gain in trying to attract existing and win new customers.  The wireless communications semiconductor industry is extremely competitive and in addition to innovative products and pricing, customer satisfaction and service is a key competitive differentiator.  If the Company’s competitors were aware of an internal measure used by the Company to judge its performance with respect to customer satisfaction and service (which, but for this disclosure, they would not be), competitors would have a distinct advantage when approaching new and existing customers because they would know what specifically they would need to promise in order to win the customer.  Further, if the customer service experience of an individual customer falls below the disclosed high end of the range or if the disclosed low end of the range (which, would still result in payouts to executives) is unacceptable to customers, then existing customers might demand concessions from the Company (such as shorter delivery times or lower return rates) and new customers might be less inclined to purchase products from the Company.

•

 Cash (Inventory Turns).  As discussed above, the wireless communications semiconductor industry is extremely competitive and customer service is a key competitive differentiator.  Disclosing the range of targets for cash (inventory turns) would allow competitors to understand the Company’s inventory goals and use this information to adjust plans and inventory practices to reduce a potential competitive advantage.  For example, if a competitor were able to learn that the Company was seeking to increase its inventory turns to a specified disclosed level, that competitor could adapt more quickly to adjust its own inventory practices and supply chain structure to be able to match the Company.

United States Securities And Exchange Commission

April 16, 2012

Page 6

•

 Design Wins.  As discussed in the First Response, in order for any disclosure of the  design wins performance goal to be meaningful, the Company would need to disclose the names of the customers, the design projects being targeted and the degree of difficulty assigned to those projects.  The Company does not otherwise disclose this information, is not required to disclose this information and in many cases is contractually prohibited from disclosing this information.  Clearly, the Company would suffer substantial competitive harm by disclosing the names of its customer and design project targets and the priority that the Company is placing on securing each such project because the Company’s competitors compete for the same customers.  Further, even in a case where the Company has disclosed that it has secured the design win, competitors would still have

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

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		seccommentletter32212

March 22, 2012

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Kevin L. Vaughn, Accounting Branch Chief

Skyworks Solutions, Inc.

Form 10-K for the year ended September 30, 2011

Filed November 28, 2011

Amendment No. 1 to Form 10-K for 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

Ladies and Gentlemen:

Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated February 23, 2012 from Kevin L. Vaughn of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to David J. Aldrich, Chief Executive Officer of Skyworks.  Our responses are set forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter.  For your reference, your comments are reproduced in italics and our responses are set forth below such comment in standard type.

The Company’s response is as follows:

United States Securities And Exchange Commission

March 22, 2012

Page 2

Form 10-K for the Fiscal Year Ended September 30, 2011

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation, page 24.

1.

 We note your disclosures on page 26 related to the increase in your revenues. 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 results of operations. Please also revise statements like the “growth in our core business” mentioned in your most recent Form 10-Q to explain clearly the causes underlying the changes you note. Further, when you attribute changes in your margin to shifting product mix, please revise to clarify how that mix has shifted. Refer to Item 303(a)(3)(iii) of Regulation S-K.

Response:

In future filings, the Company will expand its narrative discussion of material changes in revenues and margin to enhance its explanation of the causes underlying changes in the Company’s revenues and margin.  In view of (1) the fact that the Company is continuously introducing new products, many of which have short life cycles, sometimes less than a year, and (2) the fact that the Company’s product portfolio is broad with high variability in selling prices, the quantification of aggregate changes in product price/mix and unit volumes on the Company’s results would not meaningfully enhance users' understanding of the results of operations.  However, the Company will in future filings, provide a qualitative assessment on the relative effects of material changes in unit volume and product price/mix on its results of operations.  The Company will also clarify how product mix has shifted when it attributes significant changes in its margin to such shifts.

Item 8. Financial Statements and Supplementary Data, page 36

Note 2. Summary of Significant 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-based performance conditions. Please revise your future filings to disclose the significant assumptions utilized in this model and how the underlying assumptions were developed:

Response:

The Company supplementally advises the Staff that the complex share-based compensation awards with market-based performance conditions for which a Monte

United States Securities And Exchange Commission

March 22, 2012

Page 3

Carlo simulation method was utilized have been fully expensed in prior periods and the Company no longer uses this method for current awards.  In future filings, to the extent that the Company uses a Monte Carlo simulation to fair value complex share-based compensation awards with market-based performance conditions, the Company will disclose the significant assumptions underlying the Monte Carlo simulation method used, as well as how such assumptions were developed by the Company.

Note 5. Fair Value, page 49

3.

 We note that you have recorded $59.4 million of contingent consideration liability related to your 2011 business combinations and classified this contingent consideration as Level 3 in the fair value hierarchy.  We further note that you have utilized a discounted cash flow model and similar techniques to value this contingent consideration. Please revise your future filings to disclose the significant assumptions utilized in this model and how the underlying assumptions were developed.

Response:

In future filings, the Company will provide expanded disclosure of the underlying assumptions utilized in any discounted cash flow model (or any relevant similar techniques) utilized to value the contingent consideration liability related to the Company’s business combinations, as well as how such assumptions were developed by the Company.

Note 14. Contingencies, page 61

4.

 We note your disclosures related to your outstanding 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 necessary for the financial statements not to be misleading. Please refer to 450-20-50-1 of the FASB Accounting Standards Codification.

Response:

In future filings, the Company will disclose the amount accrued, if any, related to its outstanding litigations, claims, and assertions, to the extent that such disclosure may be necessary for the Company’s financial statements not to be misleading, in accordance with 450-20-50 of the FASB Accounting Standards Codification.

The Company supplementally advises the Staff that the contingencies disclosed in Note 14 on Form 10-K for the year ended September 30, 2011 (the “Form 10-K”) were assessed by the Company prior to the filing.  An estimated range of losses was quantified and deemed to be reasonably possible.  None of the matters were considered to be probable, and accordingly, no amounts were accrued for the year-ended September 30,

United States Securities And Exchange Commission

March 22, 2012

Page 4

2011.  Further, the estimated range of losses, in aggregate, for outstanding contingencies disclosed in Note 14 was immaterial to the overall financial statements and as such, the amounts were not required to be disclosed.

5.

 Further to the above, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, 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 additional loss or range of loss, please supplementally: (1) explain to us the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (2) for each material matter, what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of losses would be for those reasonably possible outcomes.

You may provide your disclosures on an aggregated basis. Please include your proposed disclosures in your response.

Response:

The Company acknowledges the Staff’s comments and supplementally advises the Staff that the Company assesses outstanding contingencies for recognition and/or disclosure for each interim reporting period and in accordance with ASC 450-20.  As discussed in the previous response, the estimated range of reasonably possible losses, in aggregate, for the outstanding contingencies described in Note 14 for Form 10-K, were immaterial to the overall financial statements and as such, the amounts were not required to be disclosed.  In future filings, the Company will disclose the estimated loss or range of loss, where material, pertaining to reasonably possible contingencies or state the estimate is immaterial in lieu of providing quantified amounts.

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 pursuant to the cash incentive plan, including which goals were achieved and which were not. It is currently unclear from your

United States Securities And Exchange Commission

March 22, 2012

Page 5

disclosure how you determined the amounts and percentages you mention. Please also tell us, and revise future filings to clarify, what is meant by the reference to payments of “unrestricted common stock” in lieu of cash.

Response:

As described on pages 8 through 10 of the Company’s amendment No. 1 to Form 10-K for the year ended September 30, 2011 filed with the Commission on January 30, 2011 (the “Form 10-K/A”) and the paragraphs below, under the Company’s 2011 Executive Incentive Plan (the “Incentive Plan”) each named executive officer was eligible to earn short-term incentive compensation awards (“Short-term Comp”) on a semi-annual basis if certain performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) were achieved.

In connection with each short term incentive compensation plan adopted by the Company (including the Incentive Plan), the Compensation Committee sets a range of Short-term Comp that can be earned by each executive officer pursuant to such plan, expressed as a percentage of the named executive officer’s base salary that corresponds to the level of achievement of the performance goals.  The low end of that range, referred to as the “threshold” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive was at the minimum set by the Compensation Committee to be eligible to receive a payment for that goal under the Incentive Plan (referred to as the “threshold” level).  Achievement of all performance goals at the “threshold” level would result in a Short-term Comp payout at the “threshold” percentage, which is designed to be less than the median Short-term Comp paid by the Company’s peer group. The middle of the range, referred to as the “target” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive met the expectations set by the Compensation Committee (referred to as the “target” level).  Achievement of all performance goals at the “target” level would result in a Short-term Comp payout equal to “target” percentage, which is designed to be the median Short-term Comp paid by the Company’s peer group.  The high end of the range, referred to as the  “maximum” percentage, is equal to the amount of compensation payable to the executive if the level of achievement of each performance goal applicable to the executive reached the high-end target set by the Compensation Committee for such goal.  Achievement of all performance goals at the “maximum” level would result in a Short-term Comp payout at the “maximum” level, which is designed to be above to the median Short-term Comp paid by the Company’s peer group.  Absent an exercise of discretion by the Compensation Committee, the total Short-term Comp paid to each executive would not exceed the “maximum” percentage and, in the event that the level of achievement of all performance goals was below the “threshold” level, no Short-term Comp payment would be made to the executive.  For example (as noted on p. 9 of the Form 10-K/A), for the full-year fiscal 2011 the Short-term Comp range for each executive (expressed as a

United States Securities And Exchange Commission

March 22, 2012

Page 6

percentage of each executive’s base salary) under the Incentive Plan was as follows:

 Threshold

 Target

 Maximum

CEO

 50.00%

 100.00%

 220.00%

Other NEOs

 35.00%

 70.00%

 140.00%

The actual total amount of Short-term Comp payable to an executive depends on the level of achievement of each performance goal assigned to him.  The performance goals are a mixture of Company-specific and business unit-specific goals, the per-executive composition of which is determined by the Compensation Committee.  With respect to each executive, each performance goal assigned to that executive is given a weighting by the Compensation Committee that represents the percentage of the total Short-term Comp payable under the Incentive Plan to the executive if that performance goal is achieved.  For example, (as noted on p. 9 of the Form 10-K/A) the weighting of the performance goals for each named executive officer for the first six months of fiscal 2011 under the Incentive Plan was as follows:

 Non-

 Non-GAAP

 GAAP

 Customer

 Units

 Operating

 Gross

 Satisfaction

 Cash

 Shipped

 Revenue

 Margin %

 Margin %

 Metric

 Metric

 Metrics

President and Chief Executive Officer; Vice President and Chief Financial Officer

 30.00%

 30.00%

 20.00

 %

 10.00

 %

 10.00

 %

 N/A

Executive Vice President and General Manager, Front-End Solutions

 30% (based on business unit)

 40% (20% based on corporate and 20% based on business unit)

 N/A

 10.00

 %

 N/A

 20.00

 %

Executive Vice President and General Manager, High Performance Analog

 40% (20% based on corporate and 20% based on business unit)

 20% (based on business unit)

 20.00

 %

 N/A

 N/A

 20.00

 %

Senior Vice President, Worldwide Operations

 30.00%

 30.00%

 20.00

 %

 10.00

 %

 10.00

 %

 N/A

The Compensation Committee then determines with respect to each performance goal the “threshold,” “target” and “maximum” levels of achievement, which correspond to the matching descriptions set forth above.  For Company performance goals, the levels of achievement will be consistent across the executives to which such goals apply.  The

United States Securities And Exchange Commission

March 22, 2012

Page 7

Compensation Committee sets the performance goals, weightings and “threshold,” “target” and “maximum” levels of achievement on a semi-annual basis.

At the end of each six month period, the Compensation Committee determines the total amount of Short-term Comp payable to each executive for such period by comparing the actual level of achievement of each performance goal assigned to such executive against the “threshold,” “target” and “maximum” levels of achievement that it set for that performance goal.  The Compensation Committee determines the amount of Short-term Comp the executive is eligible to receive with respect to each performance goal as follows:

•

 If the level of achievement for that performance goal falls below the “threshold” level, then the executive will not earn any Short-term Comp with respect to that performance goal (absent an exercise of discretion by the Compensation Committee).

•

 If the level of achievement for that performance goal is equal to the “threshold,” “target” or “maximum” level, then the executive earns the product obtained by multiplying (i) the “threshold,” “target” or “maximum” percentage, as applicable, times (ii) the execu

CORRESP
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		CORRESP 2-29-12 response

February 29, 2012

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  Mr. Geoff Kruczek

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 for 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

Ladies and Gentlemen:

This letter relates to the letter, dated February 23, 2012, to our client, Skyworks Solutions, Inc. (the “Company”), from Mr. Kevin L. Vaughn, Accounting Branch Chief, on behalf of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”).

On behalf of the Company, and as discussed by telephone with Mr. Geoff Kruczek of the Staff, this letter is to confirm that the Company will respond to the Staff's comments on or before March 22, 2012.

If you require additional information or wish to discuss the timing of the Company's response, please do not hesitate to contact the undersigned at 617-526-6989, or Mark G. Borden of WilmerHale at 617-526-6675.

Very truly yours,

/s/ Ian R. Kaminski

Ian R. Kaminski

cc:    Mark V.B. Tremallo, Skyworks Solutions, Inc.

Robert J. Terry, Skyworks Solutions, Inc.

Mark G. Borden, WilmerHale

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

February 25, 2011
   Mr. Donald W. Palette, Chief Financial Officer and Vice President    Skyworks Solutions Inc. 20 Sylvan Road Woburn, Massachusetts  01801
 Re: Skyworks Solutions Inc.
  Form 10-K for the Fiscal Year Ended October 1, 2010
Filed November 29, 2010
  File No. 1-5560

 Dear Mr. Palette:
We have completed our review of your fili ngs and do not have any further comments at
this time.

        S i n c e r e l y ,              Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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corresp

February 15, 2011

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:

    Mr. Kevin L. Vaughn, Accounting Branch Chief

Ms. Lynn Dicker, Reviewing Accountant

Mr. Gary Newberry, Staff Accountant

    Re:

    Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended October 1, 2010

Filed November 29, 2010

Form 8-K dated November 4, 2010

File No. 001-05660

Ladies and Gentlemen:

          Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the
comments regarding the above referenced filings contained in a letter dated January 19, 2011 from
Kevin L. Vaughn, Accounting Branch Chief of the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”), to Donald W. Palette, Chief Financial Officer of
Skyworks. The Company’s responses to the comments contained in the Staff’s letter are set forth
below and are keyed to the numbering of the comments and headings used in the Staff’s letter. For
your reference, the Staff’s comments are reproduced in italics and the Company’s responses are set
forth below each comment in standard type.

Form 10-K For the Fiscal Year Ended October 1, 2010

Gross Profit, page 32

    1.

    We note your disclosure that you benefit from the higher contribution margins of licensing
and/ or sale of intellectual property. Please tell us the impact of these items and quantify
such amounts in future filings if material to the understanding of your results of operations.
Refer to item (303)(A)(3) of Regulation S-K.

781.376.3000 www.skyworksinc.com    20 Sylvan Rd. Woburn, MA 01801 USA

United States Securities And Exchange Commission

February 15, 2011

Page 2

Response:

For the Company’s fiscal year ended October 1, 2010, the Company’s licensing and/or sale of
intellectual property transactions improved the Company’s overall gross profit margin by 17 basis
points.

In future filings, if the Company’s licensing and/or sale of intellectual property transactions are
material to the understanding of the Company’s results of operations, the Company will quantify the
impact of such transactions on overall gross profit margin, taking into account Item (303)(A)(3) of
Regulation S-K.

    2.

    In future filings, if your licensing or sale of intellectual property revenues are greater
than 10% of your total revenues, please present them separately on the face of your statement
of operations. Refer to Rule 5-03(b) of Regulation S-X.

Response:

For the Company’s fiscal year ended October 1, 2010, net revenue from the Company’s licensing
and/or sale of intellectual property transactions was 0.35 percent of the Company’s total net
revenue. In future filings, if the Company’s net revenue from licensing and/or sale of intellectual
property transactions exceeds 10% of the Company’s total net revenue, the Company will separately
present the amount of such revenue on the face of the Company’s statement of operations in
accordance with Rule 5-03(b) of Regulation S-X.

Notes to Consolidated Financial Statements, page 51

Note 10 — Income Taxes, page 62

    3.

    We note your table of the provision for income taxes. Please separately disclose the impact
of the change in your tax valuation allowances in future filings. Refer to Accounting
Standards Codification 740-10-50-9(h).

Response:

The change in the Company’s tax valuation allowance during the fiscal year ended October 1, 2010
resulted in additional expense of $2.8 million. The Company believed that this change in tax
valuation allowance and the resulting expense were not significant and, pursuant to Accounting
Standards Codification 740-10-50-9(h), did not separately disclose the resulting expense in the
table of the provision for income taxes. The Company notes that the change in its
tax valuation allowance was disclosed in the statutory tax rate reconciliation table on Page 63 of
the Form 10-K. In future filings, the Company will separately disclose the impact of significant
changes in the Company’s tax valuation allowance in its table for the provision for income taxes.

United States Securities And Exchange Commission

February 15, 2011

Page 3

    4.

    Please tell us why state tax expense, net of federal benefit, is not separately disclosed in
the reconciliation of your statutory tax rate. If material, please disclose this item in
future filings. Refer to Rule 4-08(h)(2) of Regulation S-X.

Response:

The Company notes that, when reconciling the statutory tax rate, Rule 4-08(h)(2) of Regulation S-X
allows for aggregation of reconciling items that are individually less than five percent of the
expected tax expense at the federal income tax rate. During the Company’s fiscal year ended
October 1, 2010, its state tax expense was approximately $1.2 million, which was less than five
percent of the Company’s expected tax expense at the federal income tax rate and, because the
Company did not otherwise deem it to be material, it was not separately disclosed in the rate
reconciliation. In future filings, the Company will disclose state tax expense, net of federal
benefit, as a separate reconciling item if it exceeds the five percent threshold or the Company
otherwise deems it to be material to an understanding of the reconciliation of its statutory tax
rate.

Note 18 — Segment information and Concentrations, page 75

Concentrations, page 76

    5.

    In future filings, please quantify the sales to each of your major customers for each year a
statement of operations is presented. Refer to Accounting Standards Codification
280-10-50-42. Please further disclose any individual significant concentrations of credit
risk with such customers. Refer to Accounting Standards Codification 825-10-50-20.

Response:

In future filings, the Company will quantify sales to its major customers in accordance with
Accounting Standards Codification 280-10-50-42. In addition, the Company will disclose
significant concentrations of credit risk with customers in accordance with Accounting Standards
Codification 825-10-50-20.

Form 8-K dated November 4, 2010

    6.

    We note your disclosure of non-GAAP diluted EPS in the title of your press release and in the
summary bullet points in the introduction of your press release. Additionally, we note the
disclosure of non-GAAP operation margins in the bullet points in the introduction to your
press release. In future filings, please include a presentation , with equal or greater
prominence, of the most directly comparable financial measures or measures calculated and
presented in accordance with GAAP in accordance with Item 10(e)(1)(i) of Regulation S-K.

United States Securities And Exchange Commission

February 15, 2011

Page 4

Response:

In future filings containing non-GAAP financial measures (including such measures presented in the
title or bullet points of a press release), the Company will include a presentation, with equal or
greater prominence, of the most directly comparable GAAP measures in accordance with Item
10(e)(1)(i) of Regulation S-K.

    7.

    We note you are unable to provide a reconciliation of your forward looking estimate of Q1
2011 non-GAAP diluted earnings per share to a forward looking estimate of Q1 2011 GAAP diluted
earnings per share. Please disclose in future filings the probable significance of the
identified information that is unavailable to reconcile this measure. Refer to Section
II.A.3.b of Conditions for Use on Non-GAAP Financial Measures.

Response:

With respect to future filings containing a forward looking estimate of non-GAAP diluted earnings
per share, the Company will disclose the probable significance of any identified information that
is unavailable, but necessary, to reconcile such forward looking estimate of non-GAAP diluted
earnings per share to a forward looking estimate of GAAP diluted earnings per share as outlined in
Section II.A.3.b of Conditions for Use of Non-GAAP Financial Measures.

Closing

In connection with this response, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    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 federal securities laws of the United States.

          If you require additional information, please telephone the undersigned at 781-376-3026 or
Mark V.B. Tremallo, Vice President and General Counsel of Skyworks, at 781-376-3099.

Very truly yours,

/s/ Donald W. Palette

Donald W. Palette

Chief Financial Officer

United States Securities And Exchange Commission

February 15, 2011

Page 5

    cc:

    Wilmer Cutler Pickering Hale and Dorr LLP

Peter N. Handrinos, Esq.

Ian R. Kaminski, Esq.

CORRESP
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corresp

January 26, 2011

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Mr. Gary Newberry

     Re:

    Skyworks Solutions, Inc.

Form 10-K for the Fiscal Year Ended October 1, 2010

Filed November 29, 2010

File No. 1-5560

Ladies and Gentlemen:

This letter relates to the letter, dated January 19, 2011, to our client, Skyworks Solutions, Inc.
(the “Company”), from Mr. Kevin L. Vaughn, Accounting Branch Chief, on behalf of the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”).

On behalf of the Company, and as discussed by telephone with Mr. Gary Newberry of the Staff, this
letter is to confirm that the Company will respond to the Staff’s comments on or before February
16, 2011.

If you require additional information or wish to discuss the timing of the Company’s response,
please do not hesitate to contact the undersigned at 617-526-6989, or Peter Handrinos of WilmerHale
at 617-526-6158.

    Very truly yours,

    /s/ Ian R. Kaminski

    Ian R. Kaminski

    cc:

    Mark V.B. Tremallo, Skyworks Solutions, Inc.

Robert J. Terry, Skyworks Solutions, Inc.

Peter Handrinos, WilmerHale

January 19, 2011
   Mr. Donald W. Palette, Chief Financial Officer and Vice President    Skyworks Solutions Inc. 20 Sylvan Road Woburn, Massachusetts  01801
 Re: Skyworks Solutions Inc.
  Form 10-K for the Fiscal Year Ended October 1, 2010
Filed November 29, 2010
  File No. 1-5560

 Dear Mr. Palette:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  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 ten 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 circumstances, please tell us why 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 October 1, 2010

Gross Profit, page 32
 1. We note your disclosure that you benefit from the higher contribution margins of
licensing and/or sale of intellectual property.  Please tell us the impact of these items and quantify such amounts in future filings if ma terial to the understanding of your results of
operations.  Refer to Item (303)A)(3) of Regulation S-K.
 2. In future filings, if your licensing or sale of intellectual property revenues are greater than
10% of your total revenues, please present them separately on the face of your statement of operations.  Refer to Rule 5-03(b) of Regulation S-X.

Mr. Donald W. Palette
Skyworks Solutions Inc. January 19, 2011 Page 2

 Notes to Consolidated Financial Statements, page 51

 Note 10 – Income Taxes, page 62

 3. We note your table of the provision for income taxes.  Please separately disclose the
impact of the change in your tax valuation allowances in future filings.  Refer to Accounting Standards Codification 740-10-50-9(h).
 4. Please tell us why state tax expense, net of federal benefit, is not separately disclosed in
the reconciliation of your statutory tax rate.  If material, please disclose this item in future filings.  Refer to Rule 4-08(h)(2) of Regulation S-X.

Note 18 – Segment information and Concentrations, page 75
 Concentrations, page 76

 5. In future filings, please quantify the sales to each of your major customers for each year a
statement of operations is presented.  Re fer to Accounting Standards Codification 280-
10-50-42.  Please further disclose any individua lly significant concentration of credit risk
with such customers.  Refer to Acc ounting Standards Codification 825-10-50-20.
 Form 8-K dated November 4, 2010

 6. We note your disclosure of non-GAAP diluted EPS in the title of your press release and
in the summary bullet points in the introduction to your press release.  Additionally, we note the disclosure of non-GAAP operating margins in the bullet points in the introduction to your press release.  In future filings, please include a presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with GAAP in accordance with Item 10(e)(1)(i) of Regulaiton S-K.
 7. We note you are unable to provide a reconciliation of your forward looking estimate of
Q1 2011 non-GAAP diluted earnings per share to a forward looking estimate of Q1 2011 GAAP diluted earnings per share.  Please disclose in future filings the probable significance of the identified information that is unavailable to reconcile this measure.  Refer to Section II.A.3.b of Conditions for Use on Non-GAAP Financial Measures at: http://www.sec.gov/rules/final/33-8176.htm

    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are

Mr. Donald W. Palette
Skyworks Solutions Inc. January 19, 2011 Page 3

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide a written statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the   United States.

You may contact Gary Newberry, Staff A ccountant, at (202) 551-3761 or Lynn Dicker,
Reviewing Accountant, at (202) 551-3616 if you have  questions regarding these comments.  In
this regard, do not hesitate to contact me at (202) 551-3643.          S i n c e r e l y ,              Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

September 29, 2009

Via U.S. Mail

 Mr. Donald W. Palette Chief Financial Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, Massachusetts  01801
 Re: Skyworks Solutions, Inc.
Form 10-K for the Fiscal Year Ended October 3, 2008
File No.  001-05560

Dear Mr. Palette:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                                 Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 Mail Stop 3030

September 16, 2009
Via Facsimile and U.S. Mail

 Mr. Donald W. Palette Chief Financial Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, Massachusetts  01801
 Re: Skyworks Solutions, Inc.
Form 8-K Dated September 9, 2009
File No.  001-05560

Dear Mr. Palette:
We have reviewed your response letter dated September 3, 2009 and we have the
following additional comment. Where indicated, we  think you should revise your documents in
future filings in response to this comment.  If you disagree, we will cons ider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  our comment, we may ask you to  provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.
 We welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K dated September 9, 2009

 1. We note that you have provided a forward- looking non-GAAP financial measure of non-
GAAP diluted EPS.  However, we do not see where you have provi ded a reconciliation
of this forward-looking non-GAAP financia l measure with the corresponding forward-
looking GAAP financial measure as required by Regulation G or otherwise provided the
disclosures required by Regulation G for forward-looking non- GAAP financial measures.
Please revise future filings to comply by providing reconciling information that is available without unreasonable effort.  As appl icable, include clear di sclosure of why any

Skyworks Solutions, Inc.
Mr. Donald W. Palette  September 16, 2009 Page 2
 forward-looking GAAP information is not accessi ble.  Identify such information that is
unavailable and disclose its  probable significance.  Refer to Regulation G.

As appropriate, please respond to this commen t within 10 business da ys or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
   You may contact Tara Harkins, Staff Accountant, at ( 202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

                    Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

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September 24, 2009

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE, Mail Stop 3030

Washington, DC 20549

    Attn:

    Mr. Kevin L. Vaughn, Accounting Branch Chief

Ms. Tara Harkins, Staff Accountant

    Re:

    Skyworks Solutions, Inc.

Form 8-K Dated September 9, 2009

File No. 001-05560

Ladies and Gentlemen:

     Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the
comments regarding the above referenced filings contained in a letter dated September 16, 2009 from
Kevin L. Vaughn of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”), to Donald W. Palette, Chief Financial Officer of Skyworks. Responses are set
forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter.
For your reference, your comments are reproduced in italics and the Company’s responses are set
forth below such comment in standard type.

     The Company’s response is as follows:

Form 8-K dated September 9, 2009

    1.

    We note that you have provided a forward-looking non-GAAP financial measure of non-GAAP
diluted EPS. However, we do not see where you have provided a reconciliation of this
forward-looking non-GAAP financial measure with the corresponding forward-looking GAAP
financial measure as required by Regulation G or otherwise provided the disclosures
required by Regulation G for forward-looking non-GAAP financial measures.
Please revise future filings to comply by providing reconciling information that is
available without unreasonable effort. As applicable, include clear disclosure of why any

United States Securities And Exchange Commission

September 24, 2009

Page 2

    forward-looking GAAP information is not accessible. Identify such information that is unavailable
and disclose its probable significance. Refer to Regulation G.

    2.

    Response: With respect to all future disclosures of material information containing a
forward-looking non-GAAP financial measure, the Company will provide reconciling information
to the most directly comparable GAAP financial measure to the extent that it is available
without unreasonable effort, as well as any other information required by Regulation G.

Closing

In connection with this response, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    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 federal securities laws of the United States.

          If you require additional information, please telephone the undersigned at 781-376-3026 or
Mark V.B. Tremallo, Vice President and General Counsel of Skyworks, at 781-376-3099.

    Very truly yours,

    /s/ Donald W. Palette

    Donald W. Palette

    Chief Financial Officer

    cc:

    Wilmer Cutler Pickering Hale and Dorr LLP

David E. Redlick, Esq.

Peter N. Handrinos, Esq.

CORRESP
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corresp

September 3, 2009

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE, Mail Stop 3030

Washington, DC 20549

    Attn:

    Mr. Kevin L. Vaughn, Accounting Branch Chief

    Ms. Tara Harkins, Staff Accountant

    Re:

    Skyworks Solutions, Inc.

    Form 10-K for the Fiscal Year Ended October 3, 2008

    Form 10-Q for the Fiscal Quarter Ended April 3, 2009

    Form 8-K dated July 22, 2009

    File No. 001-05560

Ladies and Gentlemen:

     Skyworks Solutions, Inc. (“Skyworks” or the “Company”), submits this letter in response to the
comments regarding the above referenced filings contained in a letter dated August 5, 2009 from
Kevin L. Vaughn of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”), to Donald W. Palette, Chief Financial Officer of Skyworks. Responses are set
forth below and are keyed to the numbering of the comments and headings used in the Staff’s letter.
For your reference, your comments are reproduced in italics and the Company’s responses are set
forth below such comment in standard type.

     The Company’s response is as follows:

Form 10-K For the Fiscal Year Ended October 3, 2008

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 30

Critical Accounting Estimates, page 40

t781.376.3000 www.skyworksinc.com 20 Sylvan Road Woburn MA 01801 USA

United States Securities And Exchange Commission

September 3, 2009

Page 2

    1.

    Revise your discussion throughout this section in future filings to provide specific
disclosure of the significant judgments and estimates made by management in connection with
the preparation of the consolidated financial statements included with the filing. For
example, we note that management determined that significant reductions in the valuation
allowance were necessary in the current period, however, we do not see any discussion
regarding the significant judgments and estimates involved in reaching this determination.

Response:

In future filings, we will revise our discussion in Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Critical Accounting Estimates to provide more
specific disclosure of the significant judgments and estimates made by management in connection
with the preparation of the consolidated financial statements included with the filing. In the
Company’s next Annual Report on Form 10-K the Company plans to revise its discussion of its
Critical Accounting Policies (and plans to provide updates in its Quarterly Reports on Form 10-Q to
the extent there are any significant changes) as follows:

    1.

    Allowance for Doubtful Accounts.

     We maintain general allowances for doubtful accounts for losses that we estimate will arise
from our customers’ inability to make required payments. These reserves are determined quarterly
and require management to make estimates of the collectability of our accounts receivable by
considering factors such as historical bad debt experience, the age of the accounts receivable
balances and the impact of the current economic climate on a customer’s ability to pay. In
addition, as we become aware of any specific receivables which may be uncollectable, we perform
additional analysis and reserves are recorded if deemed necessary. Determination of such
additional specific reserves require management to make judgments and estimates pertaining to
factors such as a customer’s credit worthiness, intent and ability to pay, and overall financial
position. If the data we use to calculate the allowance for doubtful accounts does not reflect the
future ability to collect outstanding receivables, additional provisions for doubtful accounts may
be needed and our results of operations could be materially affected.

    2.

    Inventories.

     Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or
market. Each quarter, we estimate and establish reserves for excess, obsolete or unmarketable
inventory. These reserves are generally equal to the historical cost basis of the excess or
obsolete inventory and once recorded are considered permanent adjustments. Calculation of the
reserves requires management to use judgment and make assumptions about forecasted demand in
relation to the inventory on hand, competitiveness of our product offerings, general market
conditions and product life cycles upon which the reserves are based. When inventory on hand
exceeds foreseeable demand (generally in excess of twelve months), reserves are established for

United States Securities And Exchange Commission

September 3, 2009

Page 3

the value of such inventory that is not expected to be sold at the time of the review. Once
established, these write-downs are considered permanent adjustments to the cost basis of the excess
inventory.

If actual demand and market conditions are less favorable than those we project, additional
inventory reserves may be required and our results of operations could be materially affected. Some
or all of the inventories that have been reserved may be retained and made available for sale,
however, they are generally scrapped over time.

    3.

    Valuation of Long Lived-Assets.

     Carrying values for long-lived assets and definite lived intangible assets, which exclude
goodwill, are reviewed for possible impairment as circumstances warrant. Factors considered
important that could result in an impairment review include significant underperformance relative
to expected, historical or projected future operating results, significant changes in the manner of
use of assets or our business strategy, significant negative industry or economic trends and a
significant decline in our stock price for a sustained period of time. In addition, impairment
reviews are conducted at the judgment of management whenever asset / asset group values are deemed
to be unrecoverable relative to future undiscounted cash flows expected to be generated by that
particular asset / asset group. The determination of recoverability is based on an estimate of
undiscounted cash flows expected to result from the use of an asset / asset group and its eventual
disposition. Such estimates require management to exercise judgment and make assumptions regarding
factors such as future revenue streams, operating expenditures, cost allocation and asset
utilization levels, all of which collectively impact future operating performance. Our estimates
of undiscounted cash flows may differ from actual cash flows due to, among other things,
technological changes, economic conditions, changes to our business model or changes in our
operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than
the carrying value of an asset or asset group, we would recognize an impairment loss, measured as
the amount by which the carrying value exceeds the fair value of the asset or asset group.

    4.

    Goodwill and Intangible Assets with Indefinite Useful Lives.

     Goodwill and intangible assets with indefinite useful lives are tested at least annually for
impairment in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets.
Intangible assets with indefinite useful lives comprise an insignificant portion of the total book
value of our goodwill and intangible assets. We assess the need to test our goodwill for impairment
on a regular basis. Pursuant to the guidance provided under SFAS No. 131, we have determined that
we have only one reporting unit for the purposes of allocating and testing goodwill under SFAS No.
142.

     The goodwill impairment test is a two-step process. The first step of our impairment analysis
compares our fair value to our net book value to determine if there is an indicator of

United States Securities And Exchange Commission

September 3, 2009

Page 4

impairment. To determine fair value, SFAS No. 142 allows for the use of several valuation
methodologies, although it states that quoted market prices are the best evidence of fair value and
shall be used as the basis for measuring fair value where available. In our assessment of our fair
value, we consider the average market price of our common stock surrounding the selected testing
date, the number of shares of our common stock outstanding during such period and other marketplace
activity and related control premiums. If the calculated fair value is determined to be less than
the book value of the Company, then we perform step two of the impairment analysis. Step two of
the analysis compares the implied fair value of our goodwill, to the book value of our goodwill.
If the book value of our goodwill exceeds the implied fair value of our goodwill, an impairment
loss is recognized equal to that excess. In Step 2 of our annual impairment analysis, we primarily
use the income approach methodology of valuation, which includes the discounted cash flow method as
well as other generally accepted valuation methodologies, to determine the implied fair value of
our goodwill. Significant management judgment is required in preparing the forecasts of future
operating results that are used in the discounted cash flow method of valuation. Should step two
of the impairment test be required, the estimates we would use would be consistent with the plans
and estimates that we use to manage our business. In addition to testing goodwill for impairment
on an annual basis, factors such as unexpected adverse business conditions, deterioration of the
economic climate, unanticipated technological changes, adverse changes in the competitive
environment, loss of key personnel and acts by governments and courts, are considered by management
and may signal that our intangible assets have become impaired and result in additional interim
impairment testing.

     In fiscal 2009, we performed impairment tests of our goodwill on January 3, 2009, April 4,
2009 and on July 4, 2009. The first impairment test was triggered by a significant decline in our
stock price and deterioration in the macro-economic climate during the first fiscal quarter. The
second impairment test was triggered by a restructuring action announced on January 22, 2009 and
the third test was conducted on the first day of the fourth fiscal quarter, July 4, 2009, in
accordance with our regularly scheduled annual testing. The results of all three of these tests
indicated that none of our goodwill was impaired based on Step 1 of the test; accordingly Step 2 of
the test was not performed. Any management judgments and assumptions made in these tests were
generally consistent with those made in prior periods.

    5.

    Income Taxes.

     We use the asset and liability method of accounting for income taxes. Under the asset and
liability method, deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. This method also requires the
recognition of future tax benefits such as net operating loss carry forwards, to the extent that
realization of such benefits is more likely than not. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets

United States Securities And Exchange Commission

September 3, 2009

Page 5

and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date.

     The carrying value of our net deferred tax assets assumes we will be able to generate
sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions.
If these estimates and related assumptions change in the future, we may be required to record
additional valuation allowances against our deferred tax assets resulting in additional income tax
expense in our consolidated statement of operations. Management evaluates the realizability of the
deferred tax assets and assesses the adequacy of the valuation allowance quarterly. Likewise, in
the event we were to determine that we would be able to realize our deferred tax assets in the
future in excess of our net recorded amount, an adjustment to the deferred tax assets would
increase income or decrease the carrying value of goodwill in the period such determination was
made.

     The determination of recording or releasing tax valuation allowances is made, in part,
pursuant to an assessment performed by management regarding the likelihood that we will generate
future taxable income against which benefits of our deferred tax assets may or may not be realized.
This assessment requires management to exercise significant judgment and make estimates with
respect to our ability to generate revenues, gross profits, operating income and taxable income in
future periods. Amongst other factors, management must make assumptions regarding overall business
and semiconductor industry conditions, operating efficiencies, our ability to develop products to
our customers’ specifications, technological change, the competitive environment and changes in
regulatory requirements which may impact our ability to generate taxable income and, in turn,
realize the value of our deferred tax assets. In addition, the current uncertain economic
environment limits our ability to confidently forecast our taxable income. In fiscal years 2008
and 2009, our estimates of future taxable income were prepared in a manner consistent with our
assessment of various factors, including market and industry conditions, operating trends, product
life cycles and competitive and regulatory environments.

     The calculation of our tax liabilities includes addressing uncertainties in the application of
complex tax regulations. FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise’s financial statements in accordance with SFAS 109. FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.

     We recognize liabilities for anticipated tax audit issues in the United States and other tax
jurisdictions based on our recognition threshold and measurement attribute of whether it is more
likely than not that the positions we have taken in tax filings will be sustained upon tax audit,
and the extent to which, additional taxes would be due. If payment of these amounts ultimately
proves to be unnecessary, the reversal of the liabilities would result in tax benefits being
recognized in the period in which it is determined the liabilities are no longer necessary. If the
estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to
expense would result.

United States Securities And Exchange Commission

September 3, 2009

Page 6

- Goodwill and Intangible Assets, page 43

    2.

    Please expand your discussion of your goodwill impairment evaluation here in future filings
to address the following:

    •

    Disclose the number of reporting units that you have identified.

    •

    Disclose the specific results of your current period impairment evaluation,
including a discussion of whether any of your reporting units failed step 1 of the
impairment test.

    •

    To the extent you are required to perform step 2 of the impairment test for any of
your reporting units, disclose the specific methodologies used to determine the implied
fair value of the goodwill.

    •

    Disclose any significant assumptions or judgments made in connection with your
current period impairment testing. Discuss how the current period as

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   Mail Stop 3030

August 5, 2009
Via Facsimile and U.S. Mail

 Mr. Donald W. Palette Chief Financial Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, Massachusetts  01801
 Re: Skyworks Solutions, Inc.
Form 10-K for the Fiscal Year Ended October 3, 2008
 Filed December 2, 2008 Form 10-Q for the Quarter Ended April 3, 2009 Form 8-K Dated July 22, 2009 File No.  001-05560

Dear Mr. Palette:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial st atements and related disclosures and will make no further review
of your documents.  Where indicated, we think yo u should revise your documents in response to
these comments.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Skyworks Solutions, Inc.
Mr. Donald W. Palette
August 5, 2009 Page 2  Form 10-K For the Fiscal Year Ended April 3, 2009

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,
page 30

Critical Accounting Estimates, page 40

1. Revise your discussion throughout this section in future filings to provide specific
disclosure of the significant judgments and estimates made by management in connection
with the preparation of the consolidated fina ncial statements included with the filing. For
example, we note that management determined that significant reductions in the valuation
allowance were necessary in the current pe riod, however, we do not see any discussion
regarding the significant judgments a nd estimates involved in reaching this
determination.

- Goodwill and Intangible Assets, page 43

2. Please expand your discussion of your goodwill im pairment evaluation here in future
filings to address the following:

• Disclose the number of reporting units that you have identified.

• Disclose the specific results of your current period impairment evaluation, including a
discussion of whether any of your reporting un its failed step 1 of the impairment test.

• To the extent you are required to perform step 2 of the impairment test for any of your reporting units, disclose the specific methodologies used to determine the implied fair value of the goodwill.

• Disclose any significant assumptions or judgments made in connection with your current period impairment testing. Discuss how the current period assumptions and judgments
compare with those made in prior periods, including disclosure of the reason for and
impact of any significant changes.

Item 8. Financial Statements and Supplementary Data, page 47

-Consolidated Statement of Operations, page 49

3. Please revise your future filings to remove the total captions and amounts from the stock-based compensation table included on the face of your consolidated statements of
operations. Otherwise, as indi cated in SAB Topic 14-F, plea se revise the statement to
present the related stock-based compensation charges in a parenthetical note to the
appropriate income statement caption. That gui dance also indicates that you may present
the information in the notes to the financial statements or within MD&A.

Skyworks Solutions, Inc.
Mr. Donald W. Palette
August 5, 2009 Page 3  Note 5. Inventory, page 60

4. We note your disclosure on pages 12 and 53 th at you ship products on consignment to
certain customers. Please revise this note in  future filings to separately present your
consigned inventory. Refer to Question 2 of SAB Topic 13(A)(2).

Form 10-Q for the Quarter Ended April 3, 2009
 Note 11. Restructuring and Other Charges

5. We note your disclosures here and MD&A rela ted to your restructuring plan that was
announced on January 22, 2009. Please revise your MD&A in future filings to include the
disclosures detailed in SAB Topic 5.P.4, includi ng disclosure of the expected effects on
future earnings and cash flows resulting from the plan.

Form 8-K dated July 22, 2009

6. We note your presentation of various non-GAAP financial measures throughout this
Form 8-K and the narrative discussion regarding the use of the non-GAAP financial measures included following the discussion of the various reconciling items. However, the narrative discussion appears vague as it  does not appear to clearly describe the
usefulness of each non-GAAP financial measure you have presented. Please revise future
filings to provide separate  disclosures regarding the usefulness of each non-GAAP
financial measure presented. In this regard, please also revise the discussion of each non-
GAAP financial measure to explain why you believe each of the items being excluded is not indicative of your ongoing operations. Refe r to Regulation G and FAQ 8 Regarding
the Use of Non-GAAP Financial Measures dated June 13, 2003.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Skyworks Solutions, Inc.
Mr. Donald W. Palette  August 5, 2009 Page 4
   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse 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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

        Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

						March 30, 2006

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, 2005
      Filed December 14, 2005
      File No. 1-05560

Dear. Mr. Aldrich:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

						Sincerely,

						Martin F. James
						Senior Assistant Chief Accountant
</TEXT>
</DOCUMENT>

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March 28, 2006

BY ELECTRONIC SUBMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Martin James

         RE:

    Skyworks Solutions, Inc.

Form 10-K for the fiscal year ended September 30, 2005

Form 10-Q as of December 30, 2005

File No. 1-05560

Ladies and Gentlemen:

     This letter supplements our previous letter dated March 3, 2006, which we provided in response
to the letter dated February 24, 2006 from Martin James of the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings of
Skyworks Solutions, Inc. ( the “Company”).

     In addition to the responses provided in our previous letter dated March 3, 2006, the Company
hereby acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

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

    •

    The Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     Please feel free to contact me at (781) 376-3099 should you require additional information or
have any questions concerning this letter.

    Very truly yours,

    /s/ Mark V.B. Tremallo

    Mark  V.B. Tremallo, Esq.

Vice President, General Counsel

    cc:

    David J. Aldrich, President and Chief Executive Officer

Allan M. Kline, Vice President, Chief Financial Officer

Paul E. Vincent, Vice President, Finance

CORRESP
1
filename1.htm

corresp

March 3, 2006

BY ELECTRONIC SUBMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Martin James

    RE:

    Skyworks Solutions, Inc.

Form 10-K for the fiscal year ended September 30, 2005

Form 10-Q as of December 30, 2005

File No. 1-05560

Ladies and Gentlemen:

     This letter is being furnished in response to comments contained in the letter dated February
24, 2006 (the “Letter”) from Martin James of the Staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) to David J. Aldrich, President, Chief Executive Officer and
Director of Skyworks Solutions, Inc. (“Skyworks” or the “Company”). The comments
and responses are set forth below and are keyed to the sequential numbering of the comments and the
headings used in the Letter.

Form 10-K for the fiscal year ended September 30, 2005

Cover Page

Comment:

    1.

    Please revise all of your future Forms 10-K and Forms 10-Q to clearly indicate
the actual date of
the end of the period for which you are reporting and not as of the last day of the
calendar month. Your current presentation may be confusing to investors.

Response:

    In future Forms 10-K and Forms 10-Q filings, the Company will clearly indicate the actual date of the end of the reporting period on the cover page.

Note 2. Summary of Significant Accounting Policies, Fiscal Year, Page 43

Comment:

    2.

    Since your fiscal year ends on the Friday closest to September 30th,
please revise future filings to
present your consolidated financial statements as of that date and for the fiscal
periods ended at that date instead as of the last day of the calendar month for
convenience. Your current presentation may be confusing to investors. This comment
also applies to the disclosure in the Form 10-Q.

Response:

    In future filings, including Forms 10-K and Forms 10-Q, the Company will present its
consolidated
financial statements as of the actual date and for the fiscal periods ended at that date.

Form 10-Q for the quarter ended December 30, 2005

Consolidated Statement of Operations

Comment:

    3.

    Please revise all future filings to remove the footnote included on the face of
the statement. Net
income including pro forma stock-based compensation expense for the first quarter of
fiscal 2005, representing what net income would have been considering the effect of
accounting for share-based payment transactions in accordance with SFAS 123(R), is a
non-GAAP financial measure. According to Item 10(e) of Regulation S-K, you may not
present non-GAAP financial measures on the face of your financial statements prepared
in accordance with GAAP. You should continue to present the pro forma disclosures
required by SFAS 123(R) in the notes to your financial statements.

Response:

    In future filings the Company will remove the footnote included on the face of the
Consolidated
Statement of Operations. Additionally, the Company will continue to present the pro forma disclosures required by SFAS 123(R) in the notes to our financial statements.

Note 2. Summary of Significant Accounting Policies

Deferred Financing Costs, Page 7

Comment:

    4.

    Please revise all future filings to amortize financing costs using the
effective interest method
instead of on a straight-line basis over the life of the financing. Refer to
paragraph 16 of APB 21.

Response:

    In the future the Company will calculate the amortization of financing costs using the
effective
interest method as well as on a straight-line basis. Pursuant to paragraph 15 of APB 21, the
Company will report amortization utilizing the straight-line method unless it is materially
different
than the amortization as calculated using the effective interest method. If the amount of
amortization is materially different under the effective interest method, then the amount as
calculated under this methodology will be recorded and reported.

    The Company supplementally advises the Staff that since no principal payments are due until
the entire debt instrument becomes due in November 2007, the effective interest method
and the straight-line method will effectively yield the same amortization over that
period.

Management’s Discussion and Analysis

Comment:

    5.

    Please expand the discussion in this section in future filings to highlight the
effects of differences
between the accounting for share-based payment arrangements before and after the
adoption of Statement 123(R) and changes to share-based payment arrangements. In
addition, include material qualitative and quantitative information about any of the
items outlined in SAB Topic 14-M, as well as other information that could affect
comparability of financial statements from period to period.

Response:

    As stated in SEC Release FR-72, the principal objectives of MD&A are to give our
readers a view of the Company through the eyes of management, to provide the context
within which financial information should be analyzed and to provide information
about the quality of, and potential variability of, our company’s earnings and cash
flow, so that investors can ascertain the likelihood that past performance is
indicative of future performance. Since the adoption of Statement 123(R) resulted in
significant differences between the financial statements of the periods before and
after the adoption, the Company will both enhance and expand its discussion of these
differences in the MD&A. Furthermore, the Company will consider in future filings
material qualitative and quantitative information about any of the following, as well
as other information that might affect comparability of financial statements from
period to period, and disclose such information in the MD&A as well as the footnotes
to the financial statements:

    •

    Transition method selected (e.g., modified prospective application or modified
retrospective application) and the resulting financial statement impact in current
and future reporting periods;

    •

    Method utilized by the company to account for share-based payment arrangements in
periods prior to the adoption of Statement 123R and the impact, or lack thereof, on
the prior period financial statements;

    •

    Modifications made to outstanding share options prior to the adoption of Statement
123R and the reason(s) for the modification;

    •

    Differences in valuation methodologies or assumptions compared to those that were
used in estimating the fair value of share options under Statement 123;

    •

    Changes in the quantity or type of instruments used in share-based payment
programs, such as a shift from share options to restricted shares;

    •

    Changes in the terms of share-based payment arrangements, such as the addition of
performance conditions; and

    •

    Total compensation cost related to nonvested awards not yet recognized and the
weighted average period over which it is expected to be recognized.

    The Company did provide the aforementioned disclosures in the footnotes to the
consolidated financial statements and in future filings will provide these
disclosures in the MD&A as well.

     Please feel free to contact me at (781) 376-3099 should you require additional information or
have any questions concerning this letter.

    Very truly yours,

    /s/ Mark  V.B. Tremallo

    Mark  V.B. Tremallo, Esq.

    Vice President, General Counsel

    cc:

    David J. Aldrich, President and Chief Executive Officer

Allan M. Kline, Vice President, Chief Financial Officer

Paul E. Vincent, Vice President, Finance

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      February 24, 2006

Via Facsimile and U.S. 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, 2005
Filed December 14, 2005
Form 10-Q as of December 31, 2005
		File No. 1-05560

Dear Mr. Aldrich:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended September 30, 2005

Cover Page

1. Please revise all of your future Forms 10-K and Forms 10-Q to
clearly indicate the actual date of the end of the period for
which
you are reporting and not as of the last day of the calendar
month.
Your current presentation may be confusing to investors.

Note 2. Summary of Significant Accounting Policies, page 43

Fiscal Year, page 43

2. Since your fiscal year ends on the Friday closest to September
30th, please revise future filings to present your consolidated
financial statements as of that date and for the fiscal periods
ended
at that date instead as of the last day of the calendar month for
convenience.  Your current presentation may be confusing to
investors.  This comment also applies to the disclosure in Form
10-Q.

Form 10-Q for the quarter ended December 30, 2005

Consolidated Statements of Operations

3. Please revise all future filings to remove the footnote
included
on the face of the statement.  Net income including pro forma
stock-
based compensation expense for the first quarter of fiscal 2005,
representing what net income would have been considering the
effect
of accounting for share-based payment transactions in accordance
with
SFAS 123(R), is a non-GAAP financial measure.  According to Item
10(e) of Regulation S-K, you may not present non-GAAP financial
measures on the face of your financial statements prepared in
accordance with GAAP.  You should continue to present the pro
forma
disclosures required by SFAS 123(R) in the notes to your financial
statements.

Note 2. Summary of Significant Accounting Policies

Deferred Financing Costs, page 7

4. Please revise all future filings to amortize financing costs
using
the effective interest method instead of on a straight-line basis
over the life of the financing.  Refer to paragraph 16 of APB 21.

Management`s Discussion and Analysis

5. Please expand the discussion in this section in future filings
to
highlight the effects of differences between the accounting for
share-based payment arrangements before and after the adoption of
Statement 123(R) and changes to share-based payment arrangements.
In
addition, include material qualitative and quantitative
information
about any of the items outlined in SAB Topic 14-M, as well as
other
information that could affect comparability of financial
statements
from period to period.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure 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
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact David Burton, Staff Accountant, at (202)
551-
3626, Michele Golhke, Branch Chief, at (202) 551-3327 or me at
(202)
551-3671 if you have questions regarding these comments.

							Sincerely,

      Martin James
					  		Senior Assistant Chief
Accountant
??

??

??

??

Mr. David J. Aldrich
Skyworks Solutions, Inc.
February 24, 2006
Page 3

</TEXT>
</DOCUMENT>