SKYWORKS SOLUTIONS, INC. — Director's Dealing 2010

Nov 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SKYWORKS SOLUTIONS INC (SWKS)
CIK: 0000004127
Period of Report: 2010-11-08

Reporting Person: PALETTE DONALD W (V. P., Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-08	Common Stock	F	7132	$23.87	Disposed	61997	Direct
2010-11-08	Common Stock	M	17500	—	Acquired	79497	Direct
2010-11-08	Common Stock	F	7132	$23.87	Disposed	72365	Direct
2010-11-10	Common Stock	M	5000	$9.33	Acquired	77365	Direct
2010-11-10	Common Stock	S	5000	$23.60	Disposed	72365	Direct
2010-11-10	Common Stock	M	22500	$7.18	Acquired	94865	Direct
2010-11-10	Common Stock	S	22500	$23.60	Disposed	72365	Direct
2010-11-10	Common Stock	S	27588	$23.60	Disposed	44777	Direct
2010-11-10	Common Stock	A	28560	$0.00	Acquired	73337	Direct
2010-11-10	Common Stock	F	11639	$23.80	Disposed	61698	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-08	Performance Rights	$	M	17500	Disposed	2010-11-06	Common Stock (17500)	Direct
2010-11-10	Employee Stock Option (Right to Buy)	$9.33	M	5000	Disposed	2014-11-06	Common Stock (5000)	Direct
2010-11-10	Employee Stock Option (Right to Buy)	$7.18	M	22500	Disposed	2015-11-04	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3084	Indirect

Footnotes

F1: Transfer of common stock to Skyworks of the number of shares of common stock determined to be sufficient to satisfy tax withholding obligations incurred as a result of the vesting of an award of 17,500 shares of restricted common stock that had been granted to the reporting person under the Skyworks' 2005 Long Term Incentive Plan on 6/10/09.

F2: Receipt of shares underlying performance rights was 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 was 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. Because Skyworks determined that the percentage change in Skyworks' stock price during the periods mentioned in the previous sentence exceeded the 70th percentile of the peer group, both the "target" metric under the performance rights covering 17,500 shares and the "stretch" metric under the performance rights covering another 17,500 shares were deemed to have been met. The reporting person received 17,500 of such shares on 11/8/10 and, will receive the remaining 17,500 of such shares on 11/7/11, so long as he remains employed with
Skyworks.

F3: Transfer of common stock to the issuer of the number of shares determined to be sufficient to satisfy tax withholding obligations incurred as a result of the settlement of the Performance Rights discussed in the previous footnote and the resulting issuance of 17,500 shares of common stock to the reporting person on 11/8/10.

F4: Represents 28,560 shares of common stock issued to the Reporting Person pursuant to a performance share award dated November 10, 2009. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2010.

F5: Transfer to Skyworks of the number of shares of common stock determined to be sufficient to satisfy tax withholding obligations related to the settlement of the performance share award discussed in the previous footnote and the resulting issuance of 28,560 shares of common stock on 11/10/10.

F6: This total represents the number of shares of common stock held by the Reporting Person in the Skyworks 401(k) plan as of the most recent practicable date. The information in this report is based on the latest plan statement dated 11/9/10.

F7: This stock option vests in four (4) equal installments, beginning on 11/7/08 and ends on 11/7/11.

F8: This stock option vests in four (4) equal installments, beginning on 11/4/09 and ends on 11/4/12.