01—Abstract
Summary
Summary of the 10-K/A filed January 28, 2013. Cited figures are marked; the original filing is the authoritative source.
This filing is Part III of Skyworks Solutions, Inc.'s annual report (Form 10-K/A) for fiscal year 2012, which supplements the original Form 10-K filed November 21, 2012.
It contains information on directors and executive officers, executive compensation, security ownership, related-party transactions, and principal accounting fees. It does not contain the company's financial statements or operating results, which are incorporated by reference to the original 10-K. The Board is chaired by David J.
McLachlan, and David J. Aldrich serves as President and Chief Executive Officer and as a director. The Compensation Committee reports that stockholders approved executive compensation at about 92%a of votes cast at the 2012 Annual Meeting, and that after a review with consultant Aon/Radford, no significant changes were made to executive compensation policies.
For fiscal 2012, Mr. Aldrich's total compensation in the Summary Compensation Table was $3,943,830,b and the Named Executive Officers' short-term incentive payouts were tied to revenue, non-GAAP gross margin, non-GAAP operating margin or operating income, and product design wins. As of January 15, 2013, there were 191,948,572 shares of common stock outstanding.
FMR LLC was listed as beneficial owner of 14,357,776 shares, or 7.48%, and all current directors and executive officers as a group held 2,855,678 shares, or 1.48%. KPMG LLP's fees for fiscal 2012 totaled $1,734,100,c of which $1,622,100 was audit fees.
02—Key points
Key Highlights
- Board chaired by David J. McLachlan; David J. Aldrich serves as President, CEO and director, and the Board includes eight non-employee directors.
- Approximately 92% of votes cast at the 2012 Annual Meeting approved the Named Executive Officers' compensation; the Compensation Committee made no significant changes after its review.
- Mr. Aldrich's total fiscal 2012 compensation was $3,943,830, compared with $5,935,947 in fiscal 2011, as reported in the Summary Compensation Table.
- Fiscal 2012 short-term incentive plan was split into two six-month periods; the first-half award was capped at 80% with 20% held back until year-end, and the holdback was paid after the company sustained its performance.
- Gregory L. Waters, former Executive Vice President and General Manager, Front-End Solutions, left the company on December 3, 2012; Liam K. Griffin was promoted to Executive Vice President and Corporate General Manager on November 20, 2012.
- As of January 15, 2013, 191,948,572 common shares were outstanding; FMR LLC held 7.48% and all directors and executive officers as a group held 1.48%.
- KPMG LLP's total fees for fiscal 2012 were $1,734,100, of which audit fees were $1,622,100 (94% of total).
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2012, Skyworks Solutions kept $0.13.
- Revenue$1.57B100.0%
- Cost of revenue−$901.5M57.5%
- Gross profit$667.1M42.5%
- Operating costs−$411.5M26.2%
- Operating income$255.6M16.3%
- Interest, other & tax−$53.6M3.4%
- Net income$202.0M12.9%
Where FY2012 revenue went
$1.57B- Cost of revenue: $901.5M, 57% of revenue
- R&D: $212.5M, 14% of revenue
- Net income: $202.0M, 13% of revenue
- SG&A: $158.4M, 10% of revenue
- Other operating costs: $40.6M, 2.6% of revenue
- Interest, other & tax: $53.6M, 3.4% of revenue
Kept 13% as net income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2012filed January 28, 2013Financial Statements
FY2012 against FY2011
| Line item | FY2012FY2011 | Change |
|---|---|---|
| Revenue | $1.57B$1.42B | +10.6% |
| Cost of Revenue | $901.50M$798.60M | +12.9% |
| Gross Profit | $667.10M$620.30M | +7.5% |
| R&D Expenses | $212.50M$168.60M | +26.0% |
| SG&A Expenses | $158.40M$137.30M | +15.4% |
| Operating Expenses | $411.50M$325.00M | +26.6% |
| Operating Income | $255.60M$295.30M | −13.4% |
| Interest Expense | $600K$1.90M | −68.4% |
| Net Income | $202.00M$226.60M | −10.9% |
| EPS (Basic) | $1.09$1.24 | −12.1% |
| EPS (Diluted) | $1.05$1.19 | −11.8% |
| Shares Outstanding (Basic) | 185.80M182.90M | +1.6% |
| Shares Outstanding (Diluted) | 191.80M190.70M | +0.6% |
05—Questions
Frequently Asked Questions
Who are the directors and executive officers of Skyworks Solutions?
As of January 15, 2013, the directors were David J. McLachlan (Chairman), David J. Aldrich, Kevin L. Beebe, Moiz M. Beguwala, Timothy R. Furey, Balakrishnan S. Iyer, Thomas C. Leonard, David P. McGlade and Robert A. Schriesheim. Executive officers included Donald W. Palette (Vice President and Chief Financial Officer), Liam K. Griffin (Executive Vice President and Corporate General Manager), Bruce J. Freyman (Senior Vice President, Worldwide Operations), Mark V.B. Tremallo (Vice President, General Counsel and Secretary) and George M. LeVan (Vice President, Human Resources).
How was executive pay tied to performance in fiscal 2012?
Short-term incentives were paid under the 2012 Executive Incentive Plan based on revenue, non-GAAP gross margin, non-GAAP operating margin or operating income, and product design wins, with each goal weighted separately. The Chief Executive Officer's target short-term incentive was 125% of base salary, and his award for the full year was approximately 54% of base salary. Long-term awards were 40% stock options and 60% performance share awards, with performance shares earned against non-GAAP operating margin and design-win targets.
What did the company disclose about change-of-control and severance arrangements?
None of the executive officers has an employment agreement with a specific term. Mr. Aldrich's change-of-control agreement provides a payment equal to 2.5 times his base salary plus short-term incentive if he is terminated or resigns within two years after a change of control, and the table in the filing shows a total of $16,073,057 after a change in control with termination. Other Named Executive Officers' agreements provide two times base salary plus short-term incentive, with excise tax gross-ups capped at $500,000.
Who are the largest shareholders and how much stock do insiders hold?
FMR LLC was the largest beneficial owner listed, with 14,357,776 shares, or 7.48% of the class. Mr. Aldrich beneficially owned 1,245,580 shares, which is less than 1%. All current directors and executive officers as a group beneficially owned 2,855,678 shares, or 1.48%, including shares under exercisable options and 401(k) plan holdings.
What were the fees paid to the independent auditor?
KPMG LLP billed total fees of $1,734,100 for fiscal 2012, compared with $1,722,100 for fiscal 2011. Audit fees were $1,622,100, audit-related fees $6,000, tax fees $104,000 and all other fees $2,000. The Audit Committee pre-approved all services provided by KPMG in both years.
06—Continue