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Skyworks Solutions Annual Report (Amendment), Year Ended Oct 1, 2010

Filing Date
Filed January 31, 2011
Period End
October 1, 2010
Security
SWKS
One revenue dollarkept$0.13
In the record · 2016–202610-K2110-Q338-K121

SWKS filed 21 annual reports (10-K), 33 quarterly reports (10-Q) and 121 current reports (8-K) between 2016 and 2026.

  1. FY2019 annual report10-K · Nov ’19Nov ’19
  2. Leadership change8-K · Feb ’22Feb ’22
  3. Leadership change8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 10-K/A filed January 31, 2011. Cited figures are marked; the original filing is the authoritative source.

This Part III section of Skyworks Solutions, Inc.'s annual report, filed January 31, 2011, covers directors, executive officers, executive compensation, security ownership, and auditor fees for fiscal 2010, which ended October 1, 2010.

Skyworks had 185,171,796 common shares outstanding as of January 15, 2011. The Board is led by Chairman David J. McLachlan, and David J.

Aldrich serves as President and Chief Executive Officer. Eight of the nine directors are identified as independent under NASDAQ rules. Robert A.

Schriesheim, Kevin L. Beebe, Balakrishnan S. Iyer, Moiz M.

Beguwala and David J. McLachlan make up the Audit Committee, and Schriesheim, Iyer and McLachlan are designated audit committee financial experts. For fiscal 2010, Mr. Aldrich's total reported compensation was $4,346,753,a including a $609,000 salary and $1,508,750 in stock awards.

The incentive plan payout for the full year was approximately 182%b of his base salary, and the Compensation Committee paid the portion above target in unrestricted common stock. The filing states that the performance share awards granted in 2009 reached the maximum non-GAAP operating margin level in fiscal 2010, and that the Company achieved 100% of the maximum metric. Named executive officers have change-of-control agreements that include accelerated vesting of equity and, for the CEO, severance of two and one-half times salary and bonus.

Using the October 1, 2010 closing price of $20.65c, the filing estimates the CEO's accelerated benefits in a change of control at $25,477,453. Largest reported holders as of January 15, 2011 were FMR LLC at 12.2%, Wellington Management Company, LLP at 9.7%, Frontier Capital Management Co., LLC at 6.0%, and The Vanguard Group, Inc. at 5.8%.

KPMG LLP billed total fees of $1,391,000d for fiscal 2010, of which $1,352,000 were audit fees. As of October 1, 2010, the Company had 15,289,467 outstanding options and rights at a weighted-average exercise price of $10.49, and 9,346,766 shares remained available for future issuance under equity compensation plans.

02—Key points

Key Highlights

  1. Chief Executive Officer David J. Aldrich received total reported compensation of $4,346,753 for fiscal 2010, including a $609,000 salary and a $1,108,000 stock option grant value.
  2. The Company's full-year incentive plan payout for the CEO was approximately 182% of base salary, with portions above target paid in unrestricted common stock.
  3. Performance share awards for fiscal 2010 reached the maximum non-GAAP operating margin level, with the Company achieving 100% of the maximum metric as stated in the filing.
  4. Estimated change-of-control benefits for the CEO total $25,477,453 at the October 1, 2010 closing price of $20.65, including accelerated options, restricted stock and performance shares.
  5. Major holders as of January 15, 2011 included FMR LLC (12.2%), Wellington Management Company, LLP (9.7%), Frontier Capital Management Co., LLC (6.0%) and The Vanguard Group, Inc. (5.8%).
  6. KPMG LLP billed total fees of $1,391,000 for fiscal 2010, including $1,352,000 in audit fees.
  7. Equity compensation plans had 15,289,467 outstanding options and rights at a weighted-average exercise price of $10.49, with 9,346,766 shares available for future grants.

03—One dollar

Follow one dollar

Of each $1.00 of revenue in FY2010, Skyworks Solutions kept $0.13.

  1. Revenue$1.07B100.0%
  2. Cost of revenue−$615.0M57.4%
  3. Gross profit$456.8M42.6%
  4. Operating costs−$257.1M24.0%
  5. Operating income$199.7M18.6%
  6. Interest, other & tax−$62.5M5.8%
  7. Net income$137.3M12.8%
Computed from 10-K/AFY2010filed January 31, 2011Computed from this filing’s revenue, gross profit, operating income and net income · right columngrey figure: share of revenue

Where FY2010 revenue went

$1.07B
  • Cost of revenue: $615.0M, 57% of revenue
  • Net income: $137.3M, 13% of revenue
  • R&D: $134.1M, 13% of revenue
  • SG&A: $117.9M, 11% of revenue
  • Interest, other & tax: $62.5M, 5.8% of revenue

Kept 13% as net income

Full revenue history →

04—Financials

Financial Highlights

Figures from 10-K/AFY2010filed January 31, 2011
Revenue$1.07B42.6% Gross MarginNet Income$137.29M12.8% Net MarginEPS (Diluted)$0.75Total Assets$1.56BCash & Equivalents$459.40MFree Cash Flow$222.96M

Financial Statements

FY2010 against FY2009

Line itemFY2010FY2009Change
Revenue$1.07B$802.58M+33.6%
Cost of Revenue$615.02M$484.36M+27.0%
Gross Profit$456.83M$318.22M+43.6%
R&D Expenses$134.14M$124.00M+8.2%
SG&A Expenses$117.85M$100.42M+17.4%
Operating Expenses$257.09M$246.52M+4.3%
Operating Income$199.74M$71.70M+178.6%
Interest Expense$4.25M$8.29M−48.8%
Net Income$137.29M$94.98M+44.5%
EPS (Basic)$0.78$0.57+36.8%
EPS (Diluted)$0.75$0.56+33.9%
Shares Outstanding (Basic)175.02M167.05M+4.8%
Shares Outstanding (Diluted)182.74M169.66M+7.7%

05—Questions

Frequently Asked Questions

  1. Who sits on Skyworks' Board and which directors are independent?

    The Board includes David J. McLachlan (Chairman), David J. Aldrich (CEO), Kevin L. Beebe, Moiz M. Beguwala, Timothy R. Furey, Balakrishnan S. Iyer, Thomas C. Leonard, David P. McGlade and Robert A. Schriesheim. The Board determined that Beebe, Beguwala, Furey, Iyer, Leonard, McLachlan, McGlade and Schriesheim are independent under NASDAQ rules.

  2. How was executive pay structured for fiscal 2010?

    Pay consisted of base salary, short-term incentives tied to revenue, non-GAAP gross margin, non-GAAP operating margin, cash, customer satisfaction and units shipped metrics, and long-term stock options and performance shares. The Compensation Committee used Aon/Radford data from a comparator group that includes 30 semiconductor companies and 15 public peers. Base salaries rose by an average of 3.5% for named executive officers.

  3. What change-of-control protections do executives have?

    The CEO's agreement provides a payment of two and one-half times the sum of base salary and short-term incentive award if he is terminated within two years after a change of control. Other named executive officers receive two times that sum within twelve months. Outstanding options and restricted stock fully vest upon a change in control, and performance shares vest at the greater of target or earned levels. Excise tax gross-ups are capped at $500,000 for executives other than the CEO.

  4. Who are the largest stockholders and how much do directors and officers own?

    FMR LLC reported 22,512,176 shares (12.2%), Wellington Management Company, LLP 17,993,820 shares (9.7%), Frontier Capital Management Co., LLC 11,067,514 shares (6.0%), and The Vanguard Group, Inc. 10,650,764 shares (5.8%). All current directors and executive officers as a group beneficially owned 3,207,457 shares, or 1.7%.

06—Continue

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