01—Abstract
Summary
Summary of the 10-K/A filed January 30, 2012. Cited figures are marked; the original filing is the authoritative source.
This filing is Part III of Skyworks Solutions, Inc.'s Form 10-K/A, filed January 30, 2012, which supplements the annual report for the fiscal year ended September 30, 2011.
It covers directors and executive officers, executive compensation, security ownership, related-party transactions, and principal accounting fees. It contains no financial statements, so it does not report revenue, earnings, or balance sheet results. The board is chaired by David J.
McLachlan, and David J. Aldrich serves as President and Chief Executive Officer and as the only employee director. The Audit Committee is chaired by Robert A.
Schriesheim, and Schriesheim, Balakrishnan S. Iyer and McLachlan are designated audit committee financial experts. KPMG LLP was the auditor, with total fees of $1,722,100a for fiscal 2011 versus $1,391,000 for fiscal 2010, of which audit fees were $1,534,600.
For fiscal 2011, Mr. Aldrich's total reported compensation was $5,935,947,b and the Compensation Committee states that about 95% of votes cast at the 2011 Annual Meeting approved named executive officer compensation. As of January 13, 2012, there were 188,000,179 shares outstanding, and the largest reported holders were Wellington Management Company, LLP (12.00%) and FMR LLC (8.77%).
02—Key points
Key Highlights
- Fiscal 2011 total reported compensation for CEO David J. Aldrich was $5,935,947, including $2,856,000 in stock awards and $1,476,137 in option awards.
- Short-term incentive payouts for fiscal 2011 ranged from approximately 92% to 150% of base salary for the named executive officers, with the CEO at approximately 150%.
- KPMG LLP fees for fiscal 2011 totaled $1,722,100, of which audit fees were $1,534,600 (89% of total).
- The Compensation Committee reports that about 95% of votes cast at the 2011 Annual Meeting approved executive compensation, and it made no significant changes to its compensation policies.
- As of January 13, 2012, 188,000,179 common shares were outstanding; Wellington Management Company, LLP held 12.00% and FMR LLC held 8.77%.
- Executive change-of-control agreements provide a 2.5x salary and bonus severance multiple for the CEO and 2x for other named executive officers, with 280G excise tax gross-ups capped at $500,000 for non-CEO officers.
- The Company was a 10-K/A filing that supplemented its annual report, and the Board determined that a majority of its members are independent under NASDAQ Rules.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2011, Skyworks Solutions kept $0.16.
- Revenue$1.42B100.0%
- Cost of revenue−$798.6M56.3%
- Gross profit$620.3M43.7%
- Operating costs−$325.0M22.9%
- Operating income$295.3M20.8%
- Interest, other & tax−$68.7M4.8%
- Net income$226.6M16.0%
Where FY2011 revenue went
$1.42B- Cost of revenue: $798.6M, 56% of revenue
- Net income: $226.6M, 16% of revenue
- R&D: $168.6M, 12% of revenue
- SG&A: $137.3M, 9.7% of revenue
- Other operating costs: $19.1M, 1.3% of revenue
- Interest, other & tax: $68.7M, 4.8% of revenue
Kept 16% as net incomeOther operating costs $19.1M · 1.3%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2011filed January 30, 2012Financial Statements
FY2011 against FY2010
| Line item | FY2011FY2010 | Change |
|---|---|---|
| Revenue | $1.42B$1.07B | +32.4% |
| Cost of Revenue | $798.60M$615.02M | +29.9% |
| Gross Profit | $620.30M$456.83M | +35.8% |
| R&D Expenses | $168.60M$134.14M | +25.7% |
| SG&A Expenses | $137.30M$117.85M | +16.5% |
| Operating Expenses | $325.00M$257.09M | +26.4% |
| Operating Income | $295.30M$199.74M | +47.8% |
| Interest Expense | $1.90M$4.25M | −55.3% |
| Net Income | $226.60M$137.29M | +65.0% |
| EPS (Basic) | $1.24$0.78 | +59.0% |
| EPS (Diluted) | $1.19$0.75 | +58.7% |
| Shares Outstanding (Basic) | 182.90M175.02M | +4.5% |
| Shares Outstanding (Diluted) | 190.70M182.74M | +4.4% |
05—Questions
Frequently Asked Questions
Who are the directors and senior executives of Skyworks Solutions?
David J. McLachlan is Chairman of the Board, and David J. Aldrich is President and Chief Executive Officer and a director. Donald W. Palette is Vice President and Chief Financial Officer, and Gregory L. Waters, Liam K. Griffin and Bruce J. Freyman serve as Executive Vice Presidents or Senior Vice Presidents overseeing business units and operations.
How much did the CEO and other named executive officers earn in fiscal 2011?
Mr. Aldrich's total reported compensation for fiscal 2011 was $5,935,947, with salary of $635,100 and non-equity incentive compensation of $955,830. Palette's total was $2,163,407, Waters' was $2,237,467, Griffin's was $2,292,276 and Freyman's was $2,222,136.
Who audits the company and what did the audit cost?
KPMG LLP audited the fiscal 2011 consolidated financial statements. Total fees billed were $1,722,100 for fiscal 2011, compared with $1,391,000 for fiscal 2010, and the Audit Committee pre-approved all KPMG services.
Who are the largest shareholders?
As of January 13, 2012, Wellington Management Company, LLP reported 22,555,277 shares (12.00%), FMR LLC reported 16,487,464 shares (8.77%), BlackRock, Inc. reported 9,516,584 shares (5.06%), Frontier Capital Management Co., LLC reported 7,821,962 shares (4.16%), and The Vanguard Group, Inc. reported 6,705,180 shares (3.57%).
Are there any notable change-of-control protections for executives?
Yes. Mr. Aldrich's agreement provides a payment of 2.5 times salary and short-term incentive if he is terminated without cause or resigns within two years after a change of control. Other named executive officers receive 2 times salary and incentive if terminated within 12 months after a change of control, with excise tax gross-ups capped at $500,000 for them.
06—Continue