01—Abstract
Summary
Summary of the 10-K/A filed February 1, 2016. Cited figures are marked; the original filing is the authoritative source.
This filing is Part III of Skyworks Solutions, Inc.'s Form 10-K for fiscal year 2015 (ended October 2, 2015), filed February 1, 2016.
It contains the governance, compensation, ownership, and auditor-fee disclosures that the company incorporates into its annual report rather than presenting its financial statements or business results. The filing covers the board of directors, executive officers, the audit committee, and Section 16(a) compliance, and it identifies David J. Aldrich as Chairman and Chief Executive Officer, with Liam K.
Griffin as President and Donald W. Palette as Executive Vice President and Chief Financial Officer. The compensation disclosures show that Named Executive Officers' short-term incentive awards for fiscal 2015 were paid at their maximum level, equal to 200%a of target, because revenue and non-GAAP operating margin both exceeded the maximum performance levels.
Stockholders approved the named executive officers' compensation at approximately 96% of votes cast at the 2015 Annual Meeting. Mr. Aldrich's total fiscal 2015 compensation is reported as $10,158,055b. KPMG LLP's total fees were $1,692,625 for fiscal 2015, of which audit fees were $1,624,175.
Ownership data as of January 15, 2016 shows 191,668,400 common shares outstanding, with BlackRock, Inc. reporting 7.04%c and The Vanguard Group, Inc. reporting 6.27%. All directors and executive officers as a group beneficially owned 1,264,731 shares, which is less than 1% of the class.
02—Key points
Key Highlights
- Fiscal 2015 short-term incentive payouts for Named Executive Officers were at the maximum level, 200% of target, because revenue and non-GAAP operating margin exceeded the maximum performance levels.
- Mr. Aldrich's total reported fiscal 2015 compensation was $10,158,055, including stock awards of $4,603,190 and option awards of $2,443,320.
- Approximately 96% of votes cast at the 2015 Annual Meeting approved the named executive officers' compensation.
- As of January 15, 2016, there were 191,668,400 common shares outstanding; BlackRock, Inc. held 7.04% and The Vanguard Group, Inc. held 6.27%.
- KPMG LLP fees for fiscal 2015 totaled $1,692,625, with audit fees of $1,624,175 (96% of total).
- The Board has a majority of independent directors, and the Audit Committee's financial experts are Robert A. Schriesheim, Balakrishnan S. Iyer, and David J. McLachlan.
- Change-in-control agreements for Messrs. Palette, Griffin, Freyman, and Tremallo were effective January 22, 2015, and eliminate excise tax gross-ups and single-trigger acceleration for awards granted after that date.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2016, Skyworks Solutions kept $0.30.
- Revenue$3.29B100.0%
- Cost of revenue−$1.62B49.4%
- Gross profit$1.67B50.6%
- Operating costs−$546.5M16.6%
- Operating income$1.12B34.0%
- Interest, other & tax−$123.5M3.8%
- Net income$995.2M30.3%
Where FY2016 revenue went
$3.29B- Cost of revenue: $1.62B, 49% of revenue
- Net income: $995.2M, 30% of revenue
- R&D: $312.4M, 9.5% of revenue
- SG&A: $195.9M, 6.0% of revenue
- Other operating costs: $38.2M, 1.2% of revenue
- Interest, other & tax: $123.5M, 3.8% of revenue
Kept 30% as net incomeOther operating costs $38.2M · 1.2%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2016filed February 1, 2016Financial Statements
FY2016 against FY2015
| Line item | FY2016FY2015 | Change |
|---|---|---|
| Revenue | $3.29B$3.26B | +0.9% |
| Cost of Revenue | $1.62B$1.70B | −4.7% |
| Gross Profit | $1.67B$1.55B | +7.1% |
| R&D Expenses | $312.40M$303.20M | +3.0% |
| SG&A Expenses | $195.90M$191.30M | +2.4% |
| Operating Expenses | $546.50M$531.40M | +2.8% |
| Operating Income | $1.12B$1.02B | +9.3% |
| Net Income | $995.20M$798.30M | +24.7% |
| EPS (Basic) | $5.27$4.21 | +25.2% |
| EPS (Diluted) | $5.18$4.10 | +26.3% |
| Shares Outstanding (Basic) | 188.70M189.50M | −0.4% |
| Shares Outstanding (Diluted) | 192.10M194.90M | −1.4% |
05—Questions
Frequently Asked Questions
Who leads Skyworks Solutions' board and executive team?
David J. Aldrich serves as Chairman of the Board and Chief Executive Officer, and David J. McLachlan is Lead Independent Director. Liam K. Griffin is President, Donald W. Palette is Executive Vice President and Chief Financial Officer, and Bruce J. Freyman is Executive Vice President, Worldwide Operations.
How was executive pay tied to performance in fiscal 2015?
Short-term incentives were based equally on revenue and non-GAAP operating margin goals. Because the company's actual results exceeded the maximum levels for both, each Named Executive Officer received the maximum payment, equal to 200% of target. Long-term awards were 40% stock options and 60% performance share awards, with PSA payouts tied to non-GAAP operating margin and relative total stockholder return.
Who are the largest outside stockholders?
As of January 15, 2016, BlackRock, Inc. beneficially owned 13,484,992 shares, or 7.04% of the class, and The Vanguard Group, Inc. beneficially owned 12,012,609 shares, or 6.27%. All directors and executive officers together held 1,264,731 shares, less than 1%.
What happens to executives' equity awards in a change in control?
Under Mr. Aldrich's agreement, outstanding options and restricted stock fully accelerate and PSAs partially accelerate upon a change of control, though he waived the excise tax gross-up. For Messrs. Palette, Griffin, Freyman, and Tremallo, awards granted after January 22, 2015 do not vest automatically on a change in control alone, and vesting accelerates only upon a qualifying termination or if the successor does not assume the awards.
06—Continue