01—Abstract
Summary
Summary of the 10-K/A filed January 30, 2009. Cited figures are marked; the original filing is the authoritative source.
Skyworks Solutions, Inc. filed this Form 10-K/A (Amendment No. 1) for the fiscal year ended October 3, 2008.
The amendment was filed for the sole purpose of adding the Part III information (directors and executive officers, executive compensation, security ownership, related transactions, and principal accounting fees) because the company's 2009 Annual Meeting of Stockholders is scheduled for May 12, 2009, and the proxy statement will be filed after this date. It does not update any other information in the original 10-K filed December 2, 2008. The amendment shows the company's leadership and governance: David J.
Aldrich is President and Chief Executive Officer and the only employee-director, David J. McLachlan is Chairman of the Board, and Donald W. Palette is Vice President and Chief Financial Officer.
The Board has determined that a majority of directors are independent under NASDAQ rules. KPMG LLP served as the independent auditor, with total fees of $1,403,000a for fiscal 2008 compared with $1,429,000 for fiscal 2007. The filing details executive pay for fiscal 2008.
Mr. Aldrich's total compensation was $4,513,865,b and his incentive plan payouts were approximately 182% of base salary. Change-of-control agreements provide enhanced severance and full acceleration of equity vesting upon a change in control.
As of January 28, 2009, there were 165,935,172 shares outstanding, and Dimensional Fund Advisors L.P. (7.8%c) and Barclays Global Investors (5.5%) were the largest reported holders.
02—Key points
Key Highlights
- Amendment No. 1 to the fiscal 2008 Form 10-K (year ended October 3, 2008) adds only Part III information; it does not update other disclosures from the original December 2, 2008 filing.
- CEO David J. Aldrich's total fiscal 2008 compensation was $4,513,865, including $1,048,220 in non-equity incentive plan compensation.
- Named Executive Officers' fiscal 2008 incentive plan payments were approximately 99% to 182% of their annual base salaries.
- Performance share awards granted November 6, 2007 vest based on stock price appreciation of 20%, 40% and 60% over the 60-day average base price during a three-year period ending November 6, 2010.
- KPMG LLP's total fees were $1,403,000 for fiscal 2008, of which 97% were audit fees.
- Largest reported beneficial owners were Dimensional Fund Advisors L.P. (12,863,294 shares, 7.8%) and Barclays Global Investors, N.A. (9,136,071 shares, 5.5%).
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2008, Skyworks Solutions kept $0.13.
- Revenue$860.0M100.0%
- Cost of revenue−$517.1M60.1%
- Gross profit$343.0M39.9%
- Operating costs−$252.6M29.4%
- Operating income$90.4M10.5%
- Interest, other & tax$20.6M2.4%
- Net income$111.0M12.9%
Where FY2008 revenue went
$860.0M- Cost of revenue: $517.1M, 60% of revenue
- R&D: $146.0M, 17% of revenue
- Operating income: $90.4M, 11% of revenue
- SG&A: $100.0M, 12% of revenue
- Other operating costs: $6.6M, 0.8% of revenue
Kept 11% as operating incomeOther operating costs $6.6M · 0.8%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2008filed January 30, 2009Financial Statements
| Revenue | $860.02M |
| Cost of Revenue | $517.05M |
| Gross Profit | $342.96M |
| R&D Expenses | $146.01M |
| SG&A Expenses | $100.01M |
| Operating Expenses | $252.59M |
| Operating Income | $90.37M |
| Interest Expense | $16.32M |
| Net Income | $111.01M |
| EPS (Basic) | $0.69 |
| EPS (Diluted) | $0.67 |
| Shares Outstanding (Basic) | 161.88M |
| Shares Outstanding (Diluted) | 164.75M |
05—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The company filed Amendment No. 1 solely to provide the Part III information required by Form 10-K, because its 2009 Annual Meeting of Stockholders is scheduled for May 12, 2009, and the proxy statement will be filed after the amendment date. No other information in the original filing was amended or updated.
Who are the company's senior executives and board leadership?
David J. Aldrich, age 52, is President, Chief Executive Officer and Director. Donald W. Palette, age 51, is Vice President and Chief Financial Officer, having joined in August 2007. David J. McLachlan, age 70, is Chairman of the Board, having served as Chairman since May 2008.
How is executive compensation structured, and what did the CEO earn?
Executive pay includes base salary, short-term incentives tied to revenue, non-GAAP operating income, non-GAAP gross margin, quality and cash metrics, long-term stock options and restricted stock, and performance share awards. Mr. Aldrich's fiscal 2008 total compensation was $4,513,865, with a base salary of $583,404 and a non-equity incentive plan payment of $1,048,220.
What change-of-control protections do executives have?
The CEO's agreement provides a payment of 2.5 times the sum of base salary and short-term incentive award if he is terminated without cause or resigns within two years after a change of control, plus full acceleration of stock options and restricted stock. Other named executive officers receive two times that sum within twelve months after a change of control, with excise tax gross-ups capped at $500,000. Equity awards fully vest upon a change in control.
Who are the company's largest stockholders?
As of January 28, 2009, Dimensional Fund Advisors L.P. beneficially owned 12,863,294 shares (7.8%) and Barclays Global Investors, N.A. and affiliates reported 9,136,071 shares (5.5%). Mr. Aldrich beneficially owned 2,391,401 shares (1.4%), and all current directors and executive officers as a group held 5,882,787 shares (3.5%).
06—Continue