SKYWORKS SOLUTIONS, INC. — Director's Dealing 2009

Jun 13, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SKYWORKS SOLUTIONS INC (SWKS)
CIK: 0000004127
Period of Report: 2009-06-10

Reporting Person: ALDRICH DAVID J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-10	Common Stock	A	150000	—	Acquired	505460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-10	Performance Rights	$	D	450000	Disposed	2010-11-06	Common Stock (450000)	Direct
2009-06-10	Performance RIghts	$	A	300000	Acquired	2011-11-06	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16712	Indirect

Footnotes

F1: Restricted stock granted under the Skyworks Solutions, Inc. 2005 Long Term Incentive Plan. Stock vests on 11/6/10, provided that the reporting person remains employed with Skyworks Solutions, Inc. ("Skyworks" or the "Issuer") through such date.

F2: Effective 06/10/09 the reporting person agreed to have performance rights granted to him on 11/6/07, representing the right to receive up to 450,000 shares of the Issuer's common stock upon attainment of Performance targets tied to appreciation of the Issuer's stock priced (described in footnote (4) below), cancelled and replaced with (i) 150,000 new shares of the Issuer's restricted common stock which will vest on November 6, 2010 (as described in footnote (1) above) and (ii) new performance rights representing the right to receive up to 300,000 shares of the Issuer's common stock upon attainment of certain performance targets (described in footnote (5) below).

F3: This total represents the number of shares of common stock held by the reporting person in the Issuer's 401(k) plan. The information in this report is based on the latest plan statement dated 6/1/09.

F4: Receipt of the shares would have been based on achievement of three different stock price appreciation targets over a three-year performance period ending on 11/6/10. One third of the total performance shares would have been earned upon each incremental 20% increase in the Issuer's stock price (i.e., Nominal/Threshold=20% increase; Target=40% increase; and Maximum/Stretch=60% increase) over the 60-day trading average of the Issuer's common stock immediately preceding the date of grant such that 100% of the total performance shares would have been earned upon stock appreciation of at least 60% during the performance period (i.e., Nominal/Threshold=150,000 shares; Target=150,000 shares; and Maximum/Stretch=150,000 shares). Continued employment with Skyworks through the end of the performance period was also required to earn performance shares.

F5: Receipt of shares will be based on a comparison of (x) the change in Skyworks' common stock price to (y) the change in the price of the common stock of companies in a peer group over a three year period. The change in price of each company's common stock will be determined by comparing its average stock price for the 90 day period beginning 11/6/07 to its average stock price for the 90 day period ending 11/6/10. If the percentage change in Skyworks' stock price exceeds the 60th percentile of the peer group, then the "target" metric covering 150,000 shares will be deemed met. If the percentage change in Skyworks' stock price exceeds the 70th percentile of the peer group, then the "stretch" metric covering another 150,000 shares will be deemed met. The reporting person will then receive 50% of the total shares for which the metric(s) was met on 11/6/10 and the remaining 50% of such shares on 11/6/11, so long as he is employed with Skyworks through such date(s).