01—Abstract
Summary
Summary of the 10-K/A filed February 1, 2010. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to Skyworks Solutions, Inc.'s Form 10-K amends the Original Filing for the fiscal year ended October 2, 2009, which was filed November 30, 2009.
It was filed solely to provide the Part III information (directors and executive officers, executive compensation, security ownership, related transactions, and accounting fees) because the 2010 Annual Meeting of Stockholders is scheduled for May 11, 2010, and the proxy statement will be filed later. The filing states that it does not update other disclosures for subsequent events. The filing describes a board of nine directors, eight of whom the Board determined to be independent under NASDAQ rules.
David J. Aldrich serves as President and Chief Executive Officer and is the only employee director. David J.
McLachlan is Chairman of the Board. Robert A. Schriesheim chairs the Audit Committee, and Schriesheim, Balakrishnan S.
Iyer and McLachlan were identified as audit committee financial experts. KPMG LLP was the independent auditor, with total fees of $1,255,000a for fiscal 2009 compared with $1,403,000 for fiscal 2008, of which audit fees were $1,215,000, or 97%. On compensation, Aldrich's fiscal 2009 total compensation was $4,405,183 under the Summary Compensation Table.
The Incentive Plan paid the Chief Executive Officer approximately 109%b of base salary for the full year and the other named executive officers 65% to 83%. Base salaries for named executive officers rose approximately 4% (the Chief Financial Officer received 10%). As of January 15, 2010, there were 175,342,941 common shares outstanding, and the filing reports Wellington Management Company, LLP at 10.3% and Barclays Global Investors at 6.2%, with directors and executive officers as a group at 3.2%.
02—Key points
Key Highlights
- Amendment filed solely to add Part III information, because the 2010 proxy statement for the May 11, 2010 Annual Meeting will be filed after this amendment.
- Fiscal 2009 KPMG LLP fees totaled $1,255,000, down from $1,403,000 in fiscal 2008; audit fees were $1,215,000, or 97% of the total.
- CEO David J. Aldrich's fiscal 2009 total compensation was $4,405,183, with salary of $598,077 and a non-equity incentive payment of $653,750 in the Summary Compensation Table.
- Full-year Incentive Plan payouts were approximately 109% of base salary for the CEO and 65%, 71%, 83% and 68% for the other named executive officers.
- Executive compensation was benchmarked against a 50/50 blend of Aon/Radford survey data and a 14-company public peer group of semiconductor companies.
- In June 2009, executives exchanged 2007 performance share awards for replacement restricted stock and performance share awards, with the performance share awards tied to relative stock price performance against the 60th and 70th percentiles of the peer group through November 6, 2010.
- Major holders reported include Wellington Management Company, LLP (10.3%), Barclays Global Investors (6.2%), The Vanguard Group (6.1%), Dimensional Fund Advisors (5.8%) and FMR LLC (4.9%).
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2009, Skyworks Solutions kept $0.12.
- Revenue$802.6M100.0%
- Cost of revenue−$484.4M60.4%
- Gross profit$318.2M39.6%
- Operating costs−$246.5M30.7%
- Operating income$71.7M8.9%
- Interest, other & tax$23.3M2.9%
- Net income$95.0M11.8%
Where FY2009 revenue went
$802.6M- Cost of revenue: $484.4M, 60% of revenue
- R&D: $124.0M, 15% of revenue
- SG&A: $100.4M, 13% of revenue
- Operating income: $71.7M, 8.9% of revenue
- Other operating costs: $22.1M, 2.8% of revenue
Kept 8.9% as operating income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2009filed February 1, 2010Financial Statements
FY2009 against FY2008
| Line item | FY2009FY2008 | Change |
|---|---|---|
| Revenue | $802.58M$860.02M | −6.7% |
| Cost of Revenue | $484.36M$517.05M | −6.3% |
| Gross Profit | $318.22M$342.96M | −7.2% |
| R&D Expenses | $124.00M$146.01M | −15.1% |
| SG&A Expenses | $100.42M$100.01M | +0.4% |
| Operating Expenses | $246.52M$252.59M | −2.4% |
| Operating Income | $71.70M$90.37M | −20.7% |
| Interest Expense | $8.29M$16.32M | −49.2% |
| Net Income | $94.98M$111.01M | −14.4% |
| EPS (Basic) | $0.57$0.69 | −17.4% |
| EPS (Diluted) | $0.56$0.67 | −16.4% |
| Shares Outstanding (Basic) | 167.05M161.88M | +3.2% |
| Shares Outstanding (Diluted) | 169.66M164.75M | +3.0% |
05—Questions
Frequently Asked Questions
Why was this amendment filed, and what does it change?
The company filed Amendment No. 1 solely to provide the Part III information required by Form 10-K, because its 2010 Annual Meeting of Stockholders is scheduled for May 11, 2010, and the proxy statement will be filed after the amendment. It does not amend any other information in the Original Filing and does not update disclosures for subsequent events.
How much did the CEO and other named executive officers earn in fiscal 2009?
CEO David J. Aldrich's total fiscal 2009 compensation was $4,405,183, including salary of $598,077, option awards of $932,825 and stock awards of $2,207,652. Donald W. Palette's total was $1,169,556, Gregory L. Waters's was $1,402,023, Liam K. Griffin's was $1,647,287 and Bruce J. Freyman's was $1,366,141. Full-year Incentive Plan payouts were approximately 109% of base salary for the CEO and 65% to 83% for the other named executive officers.
What are the severance and change-of-control terms for the CEO?
If the CEO is involuntarily terminated without cause or voluntarily terminates within two years after a change of control, he receives a payment equal to two and one-half times his base salary plus his short-term incentive award, plus 30 months of option exercisability and 18 months of medical benefits, with a gross-up for applicable excise taxes. Outside a change of control, severance is two times base salary plus short-term incentive, with full vesting acceleration of equity awards.
Who holds significant stakes in Skyworks and how much do directors and officers own?
As of January 15, 2010, there were 175,342,941 shares outstanding. Wellington Management Company, LLP reported 10.3%, Barclays Global Investors 6.2%, The Vanguard Group 6.1%, Dimensional Fund Advisors 5.8% and FMR LLC 4.9%. All current directors and executive officers as a group beneficially owned 3.2% of the class, including shares subject to options exercisable within 60 days.
06—Continue