RE:	Skyworks Solutions, Inc.

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:

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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]”;

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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.

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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.

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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.

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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.

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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.

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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 an incentive to attempt to replace the product the Company is supplying. Depending on how important the Company’s competitors deem these design projects, they could reallocate resources either to the design projects where the Company has assigned a higher level of priority to ensure they compete effectively (either for that design project or future design projects with that customer) or could reallocate resources to increase the resources spent on design projects the Company has prioritized lower with the hope of securing easy victories (either for that design project or future design projects with that customer). Disclosing the list of prioritized design projects would lead to harm for the Company with regard to customers who believe insufficient time was spent on their design project because of a low (or no) ranking of priority; and customers to whom priority had been extended would, of course, come to expect such priority routinely.

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Units Shipped. The units shipped performance goal is based on the aggregate number of units of a particular product or product line that are shipped by the Company over a specified period of time and, in some cases, in a specific geographic market. The product or product line that is tracked is chosen based on a focused strategic initiative of the Company, for example, a desire to capture market share in a particular product line or the introduction of a new product. Much like the design win performance goal, in order for any disclosure of this performance goal to be meaningful, the Company would need to disclose the specific products or product line being targeted which would broadcast to competitors one of the Company’s important internal strategic initiatives. The Company does not otherwise disclose this information and is not required to disclose this information. Clearly, the Company would suffer substantial competitive harm by disclosing the products and product lines, or in some cases, geographic markets, that it has strategically targeted, because the Company’s strategic initiatives and areas of product focus typically span payout cycles under the Plan. Competitors armed with this information would gain a significant competitive advantage in adjusting their own allocation of resources and product marketing efforts. Larger competitors could devote more resources to the strategic product area and regain market share or impede the Company’s progress and smaller competitors could choose to focus energies on product areas that are not a current strategic focus to secure market share, each of which would result in competitive harm to the Company.

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•	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.

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