3
• our plans to develop and market new products, enhancements, or technologies and the timing of these development and marketing plans;
• our estimates regarding our capital requirements and our needs for additional financing;
• our estimates of our expenses, future revenues, and profitability;
• our estimates of the size of the markets for our products and services;
• our expectations related to the rate and degree of market acceptance of our products; and
• our estimates of the success of other competing technologies that may become available.
Although forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties, and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. A number of important factors could cause actual financial results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties discussed elsewhere in this report (including in Item 1A, Risk Factors) and in the other documents filed by us with the Securities and Exchange Commission (“SEC”) in evaluating our forward-looking statements. We have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of this report. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.
This Annual Report also contains estimates made by independent parties and by us relating to market size and growth and other industry data. These estimates involve a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These and other factors could cause results to differ materially and adversely from those expressed in the estimates made by the independent parties and by us.
In this document, the words “we”, “our”, “ours”, “us”, “Skyworks”, and “the Company” refer only to Skyworks Solutions, Inc., and its consolidated subsidiaries and not any other person or entity. In addition, the following is a list of industry terms that may be referenced throughout the document:
•5G (Fifth Generation): next-generation cellular network technology
•ASoC (Analog System on Chip): combines the required electronic circuits of various computer components into a single, integrated chip
•BAW (Bulk Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering and converted back into an electrical signal by a metal-piezo-metal vertical structure
•DC (Direct Current): unidirectional flow of an electrical charge
•IoT (Internet of Things): the interconnection of uniquely identifiable embedded computing devices within the existing internet infrastructure
•LED (Light Emitting Diode): a two-lead semiconductor light source
•LTE (Long-Term Evolution): 4th generation (“4G”) radio technologies designed to increase the capacity and speed of mobile telephone networks
•MIMO (Multiple In, Multiple Out): a method for multiplying the capacity of a radio link using multiple transmission and receiving antennas to exploit multipath propagation; more commonly, it refers to LTE, 5G, and Wi-Fi techniques to send more than one data signal (also known as data layers) with encoded information to increase capacity in modern telecommunications systems
•RF (Radio Frequency): electromagnetic wave frequencies that lie in the range extending from around 3 kHz to 300 GHz
•SAW (Surface Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering and converted back into an electrical signal by interdigitated transducers on a piezoelectric substrate
•TC-SAW (Temperature Compensated Surface Acoustic Wave): SAW filters that have been designed to reduce shift in frequency over temperature
Skyworks and the Skyworks symbol are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the United States and other countries. Third-party brands and names are for identification purposes only and are the property of their respective owners. | | | | | | | | |
Christine King, age 74, has been a director since 2014 and Lead Independent Director since 2019. Ms. King served as Executive Chairman of QLogic Corporation (a publicly traded developer of high performance server and storage networking connectivity products) from August 2015 until August 2016, when it was acquired by Cavium, Inc. Previously, she served as Chief Executive Officer of Standard Microsystems Corporation (a publicly traded developer of silicon-based integrated circuits utilizing analog and mixed-signal technologies) from 2008 until the company’s acquisition in 2012 by Microchip Technology, Inc. Prior to Standard Microsystems, Ms. King was Chief Executive Officer of AMI Semiconductor, Inc., a publicly traded company, from 2001 until it was acquired by ON Semiconductor Corp. in 2008. | | Other Public Company Boards Current •None Past 5 Years •Allegro MicroSystems, Inc. (until 2021) •IDACORP, Inc. (until 2021) |
PART l
ITEM 1. BUSINESS.
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless networking revolution. The Company’s highly innovative analog and mixed-signal semiconductors are connecting people, places, and things, spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearable markets.
Over the past two decades, Skyworks has made critical investments to power this connectivity transformation, addressing key network technologies from cellular to advanced Wi-FiQualifications: ®, enhanced GPS, and Bluetooth®, among others. Capitalizing on both organic growth and strategic acquisitions, we are gaining momentum in high-growth verticals, while at the same time, diversifying our revenue and customer set.
In July 2021, we acquired the Infrastructure and Automotive business of Silicon Laboratories Inc. (the “Acquisition”). The Acquisition has accelerated our expansion into high-growth market segments, including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication, data center, automotive, smart home, and several other applications.
Our key customers include Amazon, Apple Inc. (“Apple”), Arcadyan, Arris, Bose, Cisco, DJI, Ericsson, Garmin, Gemalto (a Thales company), General Electric, Fibocom, Google, Honeywell, Itron, Lenovo, LG Electronics, Microsoft, Motorola, NETGEAR, Nokia, Northrop Grumman, OPPO, Rockwell Collins, Sagemcom, Samsung, Sierra Wireless, Sonos, Sony, Technicolor, Telit, VIVO, Xiaomi, and ZTE. Our competitors include Analog Devices, Broadcom, Cirrus Logic, Murata Manufacturing, NXP Semiconductors, Qorvo, Qualcomm, and Texas Instruments.
We operate worldwide with engineering, manufacturing, sales, and service facilities throughout Asia, Europe, and North America. Our Internet address is www.skyworksinc.com. We make available free of charge on our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as practicable after we electronically submit such material to the SEC. The information contained on our website is not incorporated by reference in this Annual Report. Our SEC filings are also available to the public at www.sec.gov.
Industry Background
Wireless connectivity is expanding on a global basis, underscoring the critical nature of our mission of connecting everyone and everything, all the time. A widening range of use cases is driving an insatiable demand for ubiquitous wireless data across a broad array of applications, including remote work, entertainment, fitness, virtual education and meetings, telemedicine, factory automation, connected cars, mobile internet, cloud gaming, and AR/VR technology. This results in an extraordinary need for faster speeds, increased bandwidth and capacity, significantly lower latency, and more reliable and secure wireless connectivity.
The speed and ultra-low latency characteristics inherent in 5G technology are dramatically altering wireless connectivity, creating a market for diverse and transformative applications, and changing how individuals live, work, play, and learn. Most of the world’s largest economies are implementing commercial 5G networks, and the world’s leading smartphone manufacturers have launched multiple generations of 5G-enabled devices.
We see a continued expansion in data consumption, dependent on seamless, reliable, and ubiquitous wireless connectivity. A few statistics illustrate this point. According to the 2021 Ericsson Mobility Report, global wireless data traffic is expected to grow at a 27% annual rate over the next five years. Machine-to-machine connections, the fastest-growing IoT category, is expected to soon surpass 15 billion devices. By 2030, we expect there will be 650 million connected cars worldwide, each consuming 25 times the data that we see in today’s smartphones. We are helping to enable these opportunities with highly customized solutions supporting a broad set of wireless systems and protocols including cellular, 5G, Wi-Fi, GPS, Bluetooth, Accutime™, HD-Radio™, LoRa®, Thread®, and Zigbee®. In addition, next-generation Wi-Fi 6 and 6E products are emerging as the standard offering across enterprise, carrier, and retail segments and are expected to accelerate the deployment of IoT devices.
Looking forward, we see significant growth opportunities for our industry and for Skyworks. The key catalyst is the increasing demand for wireless data as the world embraces 5G and other advanced connectivity technologies.
Solving Connectivity Challenges
Highly integrated semiconductor solutions are playing an increasingly essential and pivotal role in the deployment of next-generation standards by resolving the daunting analog, mixed-signal, and RF complexities that are challenging the capabilities of existing hardware and the supporting network infrastructure. Delivering on these design challenges requires broad competencies including signal transmission and conditioning, the ability to ensure seamless hand-offs between multiple standards, power management, voltage regulation, battery charging, advanced filtering, and tuning.
We are at the forefront of this new era of connectivity, delivering the solutions that help enable the true potential of 5G and the IoT. We have a rich heritage in analog systems design and have spent years investing in key technologies and resources. Our strength is underpinned by world-class performance and scale across a broad array of capabilities that include advanced TC-SAW and BAW filters, an expanded family of MIMO, ultra-high band, and diversity receive modules, timing devices, and digital power isolators. From our breakthrough Sky5® unifying platform to our 5G small cell solutions, our approach across both infrastructure and user equipment facilitates powerful, high-speed, end-to-end 5G connectivity.
Skyworks' Strategy
Our ambitious vision is to connect everyone and everything, all the time. Major elements of our strategy include:
Industry-Leading Technology
As the industry migrates to more complex 5G architectures across a multitude of wireless applications, we are well-positioned to help mobile device manufacturers handle growing levels of system complexity across both the transmit and receive chains. The trend towards increasing front-end and analog design challenges in smartphones and other platforms plays directly into our core strengths and positions us to address these challenges. We believe that we offerMs. King’s qualifications to serve as a director include her extensive management and operational experience in the broadest portfolio of radiohigh-tech and analog solutions from the transceiver to the antennasemiconductor industries as well as all required manufacturing process technologies. We also hold strong technology leadership positions in passive devices, advanced integration, including proprietary shielding and 3-D die stacking, as well as SAW, TC-SAW, and BAW filters. Our product portfolio is reinforced by a library of approximately 4,600 worldwide patents and other intellectual property that we own and control. Together, our industry-leading technology enables us to deliver the highest levels of product performance and integration.
Customer Relationships
Given our scale and technology leadership, we are engaged with all of the major original equipment manufacturers (“OEMs”), smartphone providers, and baseband reference design partners in the analog and mixed-signal semiconductor industry. Our customers value the scale of our global supply chain, our innovative technology, our ability to curate and deliver unique solutions, and our system engineering expertise, resulting in deep customer loyalty. We partner with our customers to support their long-term product road maps and are valued as a system solutions provider rather than just a point product vendor.
Diversification
We are diversifying our business by expanding our addressable markets and broadening our product portfolio to reach a wider array of global customers. With the increasing adoption of 5G and the opportunity to enable more applications, we are growing our business beyond mobile devices (where we support all top-tier manufacturers, including the leading smartphone suppliers and key baseband vendors) into additional high-performance analog markets, including automotive, home and factory automation, data center, solar, wireless infrastructure, aerospace and defense, medical, smart energy, and wireless networking. In these markets we leverage our scale, intellectual property, and worldwide distribution network, which spans more than 6,000 customers and 7,600 unique products.
Delivering Operational Excellence
We vertically integrate our supply chain where we can differentiate ourselves with highly specialized internal manufacturing capabilities or enter into alliances andher significant strategic relationships for leading-edge technologies. This hybrid manufacturing model allows us to better balance our manufacturing capacity with the demand of the marketplace, resulting in a strong return on invested capital on a broader range of revenue.
Additionally, we continue to drive reductions in product design and manufacturing cycle times and further improve product yields. The combination of agile, flexible capacity, and world-class module manufacturing and scale advantage allows us to achieve low product costs while integrating multiple technologies into highly sophisticated multi-chip modules and helping to ensure stable supply to our global customer base.
Maintaining a Performance-Driven Culture
We consider our people and corporate culture to be a competitive advantage and a key component of our corporate strategy. We create key performance indicators that align employee efforts and link responsibilities with performance measurement. Accountability is paramount, and we compensate our employees through a pay-for-performance methodology.
Generating Superior Operating Results and Stockholder Returns
We believe our manufacturing scale, broad product portfolio, strong profitability, and consistent cash flow generation position us to provide superior results and strong returns to our stockholders.
Our Product Portfolio
Our extensive product portfolio includes:
•Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base station
•Antenna Tuners: aperture and impedance tuning products that improve antenna performance across frequencies
•Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor (usually expressed as decibels)
•Automotive Tuners and Digital Radios: tuners, data receivers, and digital radio coprocessors used in automotive infotainment systems
•Circulators/Isolators: ferrite-based components commonly found on the output of high-power amplifiers used to protect receivers in wireless transmission systems
•Wireless ASoC: an intelligent 2.4 GHz and 5GHz wireless radio integrated circuit that includes all the analog and digital functions optimized for building cognitive wireless audio headsets, headphones, and wireless speaker systems
•DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage level to another
•Demodulators: a device or an RF block used in receivers to extract the information that has been modulated onto a carrier or from the carrier itself
•Detectors: devices used to measure and control RF power in wireless systems
•Digital Power Isolators: energy efficient solutions used in industrial control, solar inverters and hybrid/electric automotive drive trains
•Diodes: semiconductor devices that pass current in one direction only
•Directional Couplers: transmission coupling devices for separately sampling the forward or backward wave in a transmission line
•Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate applications
•Filters: devices for recovering and separating mixed and modulated data in RF stages, including SAW, TC-SAW, and BAW filters
•Front-end Modules: two or more functions co-packaged to optimize the performance, cost, and application suitability in products, including intermediate or radio frequency signal paths
•Hybrid: a type of directional coupler used in radio and telecommunications
•LED Drivers: devices which regulate the current through a light-emitting diode or string of diodes for the purpose of creating light
•Low-Noise Amplifiers: devices used to reduce system noise figure in the receive chain
•Mixers: devices that enable signals to be converted to a higher or lower frequency signal and thereby allowing the signals to be processed more effectively
•Modulators: devices that take a baseband input signal and output a radio frequency modulated signal
•Optocouplers/Optoisolators: semiconductor devices that allow signals to be transferred between circuits or systems while ensuring that the circuits or systems are electrically isolated from each other
•Phase Locked Loops: closed-loop feedback control system that maintains a generated signal in a fixed phase relationship to a reference signal
•Phase Shifters: designed for use in power amplifier distortion compensation circuits in base station applications
•Power Dividers/Combiners: utilized to equally split signals into in-phase signals as often found in balanced signal chains and local oscillator distribution networks
•Receivers: electronic devices that change a radio signal from a transmitter into useful information
•Switches: components that perform the change between the transmit and receive function, as well as the band function for cellular handsets
•Synthesizers: devices that provide ultra-fine frequency resolution, fast switching speed, and low phase-noise performance
•Timing Devices: wireless clocks and oscillators used in optical networking, data center and wireless base stations
•Technical Ceramics: polycrystalline oxide materials used for a wide variety of electrical, mechanical, thermal, and magnetic applications
•Voltage Controlled Oscillators/Synthesizers: fully integrated, high performance signal source for high dynamic range transceivers
•Voltage Regulators: generate a fixed level which ideally remains constant over varying input voltage or load conditions
We believe we possess broad technology capabilities and one of the most complete wireless communications product portfolios in the industry.
Marketing and Distribution
Our products are sold globally through a direct sales force, electronic component distributors, and independent sales representatives. As is customary in the semiconductor industry, our distributors may also market other products that compete with ours.
Our sales engagement begins at the earliest stages of the design of an existing or potential customer’s product. We collaborate technically with our customers and reference design partners at the inception of new programs. These relationships allow our team to facilitate customer-driven solutions, which leverage the unique strength of our intellectual property and product portfolio while providing high value and greatly reducing time-to-market.
We believe the technical and complex nature of our products and markets demand an extraordinary commitment to maintain close ongoing relationships with our customers. We also employ a collaborative approach in developing these relationships by combining the support of our design teams, applications engineers, manufacturing personnel, sales and marketing staff, and senior management. Lastly, we leverage our customer relationships with cross-selling opportunities across product lines in order to maximize revenue.
We believe that maintaining frequent and interactive contact with our customers is paramount to our continuous efforts to provide world-class sales and service support. By listening and responding to feedback, we are able to mobilize resources to raise our level of customer satisfaction, improve our ability to anticipate future product needs, and enhance our understanding of key market dynamics. We are confident that diligently following this path positions us to participate in numerous opportunities for growth in the future.
Customer Concentration
A small number of OEMs historically has accounted for a significant portion of our net revenue. In the fiscal years ended September 30, 2022 (“fiscal 2022”), October 1, 2021 (“fiscal 2021”), and October 2, 2020 (“fiscal 2020”), Apple, through sales to multiple distributors and contract manufacturers for multiple applications including smartphones, tablets, desktop and notebook computers, watches, and other devices, constituted more than ten percent of our net revenue. For further information regarding customer concentrations, see Note 15 to Item 8 of this Annual Report on Form 10-K.
Intellectual Property and Proprietary Rights
We own or have a license to use numerous United States and foreign patents and patent applications related to our products and our manufacturing operations and processes. In addition, we own a number of trademarks and service marks applicable to certain of our products and services. We believe that our intellectual property, including patents, patent applications, trade secrets, and trademarks, is of material importance to our business. We rely on patent, copyright, trademark, trade secret, and other intellectual property laws, as well as non-disclosure and confidentiality agreements and other methods, to protect our confidential and proprietary technologies, designs, devices, algorithms, processes, and other intellectual property. Our efforts may not meaningfully protect our intellectual property, or others may independently develop substantially equivalent or superior proprietary technologies, designs, devices, algorithms, processes, or other intellectual property. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and effective copyright, patent, trademark, and trade secret protection may not be available in those jurisdictions. In addition to protecting our intellectual property, we strive to strengthen our intellectual property portfolio to enhance our ability to obtain cross-licenses of intellectual property from others, to obtain access to intellectual property we do not possess, and to more favorably resolve potential intellectual property claims against us. Due to rapid technological changes in the industry, we believe establishing and maintaining a technological leadership position depends primarily on our ability to develop new, innovative products through the technical competence of our engineering personnel.
Competitive Conditions
The competitive environment in the semiconductor industry is in a constant state of flux, with new products continually emerging and existing products approaching technological obsolescence. We compete on the basis of time-to-market, new
product innovation, quality, performance, price, compliance with industry standards, strategic relationships with customers and baseband vendors, personnel, and protection of our intellectual property. We participate in highly competitive markets against numerous competitors that may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or may be able to devote greater resources to the development, promotion, and sale of their products.
Research and Development
Our products and markets demand rapid technological advancements requiring a continuous effort to enhance existing products and develop new products and technologies. Accordingly, we maintain a high level of research and development activity. We invested $617.9 million, $532.3 million, and $464.1 million in research and development during fiscal 2022, fiscal 2021, and fiscal 2020, respectively. The growth in research and development expenses were the result of increases in our internal product designs and product development activity for our target markets in each of these fiscal years. Our research and development expenses include new product development and innovations in integrated circuit design, investment in advanced semiconductor manufacturing processes, development of new packaging and test capabilities, and research on next-generation technologies and product opportunities. We maintain close collaborative relationships with many of our customers to help identify market demands and target our development efforts to meet those demands.
Raw Materials
Raw materials for our products and manufacturing processes are generally available from several sources. It is our intent not to depend on a sole source of supply unless market or other conditions dictate otherwise. However, there are limited situations where we procure certain components and services for our products from single or limited sources, and we are currently dependent on a limited number of sole-source suppliers. We purchase materials and services primarily pursuant to individual purchase orders. However, we have entered into certain supply agreements for the purchase of raw materials or other manufacturing-related services that specify minimum prices and purchase quantity based on our anticipated future requirements. Certain of our suppliers consign raw materials to us at our manufacturing facilities to which we take title as needed in our manufacturing process. We have taken strategic action with suppliers located around the world to secure sourcing of the raw materials and components necessary for our manufacturing.
Backlog and Inventory
Our sales are primarily from the sale of semiconductor products under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. In the absence of a sales agreement, the Company’s standard terms and conditions apply. We also maintain Skyworks-owned finished goods inventory at certain customer “hub” locations. We do not recognize revenue until these customers consume the Skyworks-owned inventory from these hub locations. Due to industry practice, which allows customers to cancel orders with limited advance notice to us prior to shipment, and with little or no penalty, we believe that backlog as of any particular date may not be a reliable indicator of our future revenue levels. The cancellation or deferral of product orders, the return of previously sold products, or overproduction due to a change in anticipated order volume could result in a reduction in revenue and us holding excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition.
Government Regulations
We are subject to international, federal, state, and local legislation, regulations, and other requirements relating to the discharge of substances into the environment; the treatment, transport, and disposal of hazardous wastes; recycling and product packaging; worker health and safety; and other activities affecting the environment, our workforce, and the management of our manufacturing operations. In addition, most of our customers have mandated that our operations and our products comply with various “green” initiatives and workers’ rights initiatives initiated by such customers, industry groups in which such customers participate, or the jurisdictions in which such customers operate. We believe that our operations and facilities comply in all material respects with applicable environmental laws and worker health and safety laws. Our efforts to comply with environmental laws and worker health and safety laws could have material impacts on our capital expenditures, competitive position, or financial condition, though the magnitude and duration of such impacts are uncertain and difficult to quantify.
We are also subject to import/export controls, tariffs, and other trade-related regulations and restrictions in the countries in which we have operations or otherwise do business. These controls, tariffs, regulations, and restrictions (including those discussed below in Item 1A, Risk Factors) have had, and we believe may continue to have, a material impact on our business, including our ability to sell products and to manufacture or source components.
Government regulations are subject to change in the future, and accordingly we are unable to assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business, results of operations, or financial condition.
Seasonality
Sales of our products are subject to seasonal fluctuation and periods of increased demand in end-user consumer applications, such as smartphones and tablet computing devices. The highest demand for our products generally occurs in our first fiscal quarter ending in December and the fourth fiscal quarter ending in September. The lowest demand for our products generally occurs in our second fiscal quarter ending in March and the third fiscal quarter ending in June.
Employees
Our workforce consists of approximately 11,150 employees located around the world, more than 99% of whom are full-time employees. As of September 30, 2022:
•Our workforce was distributed geographically approximately as follows: 55% in Mexico, 24% in the United States, 20% in Asia, 1% in Canada, and less than 1% in Europe.
•Our workforce was distributed by function approximately as follows: 47% in individual contributor manufacturing roles, 32% in engineering or technician roles, 10% in managerial roles, and 11% in professional or other administrative roles.
•Approximately 4,100 of our employees in Mexico, 290 of our employees in Singapore, and 460 of our employees in Japan were covered by collective bargaining and other union agreements.
We focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable market for each position. Nearly all full-time employees across the globe are eligible to participate in one of the Company’s incentive plans, under which payments are tied to pre-established performance goals, as well as to purchase shares of the Company’s common stock at a discount from its market price pursuant to the Company’s employee stock purchase plans. In addition, we believe that developing our employees’ skill sets and decision-making abilities—through challenging project assignments, formal training, mentorship, and recognition—is key not only to our employees’ job satisfaction and our retention efforts, but also to maintaining a strong leadership pipeline.
ITEM 1A. RISK FACTORS.
You should carefully consider the risks described below, some of which have manifested and any of which may occur in the future, in addition to the other information contained in this report before making an investment decision with respect to any of our securities. Our business, results of operations, and financial condition could be materially and adversely impacted by any of these risks, which could in turn adversely affect our stock price. Additional risks not currently known to us or other factors not perceived by us as material risks could also present significant risks to our business.
Risks associated with operating a global business
The risks of doing business internationally apply to all aspects of our operations.
We derive significant revenues from customers located outside the United States, primarily in countries located in the Asia-Pacific region and Europe. We have suppliers located outside the United States, including third-party packaging, assembly, and test facilities and semiconductor foundries located in the Asia-Pacific region. We also operate our own wafer fabrication facilities in Osaka, Japan, as well as packaging, assembly, and test facilities in Singapore and in Mexicali, Mexico. Our international sales and operations are subject to a number of risks inherent in selling and operating in multiple jurisdictions. These include, but are not limited to, risks regarding:
•Recession or economic downturn globally or in the jurisdictions in which we do business,
•currency controls and currency exchange rate fluctuations, including increases or decreases in commodities prices related to such fluctuations,
•inflation, as well as changes in existing and expected rates of inflation, which may vary across the jurisdictions in which we do business,
•interest rates, as well as changes in existing and expected interest rates, which may vary across the jurisdictions in which we do business,
•global, regional, and local economic and political conditions, including, but not limited to, social, economic, political, and supply chain instability related to the uncertainty regarding the relationships among the United States, China, Taiwan, Russia, Mexico, North Korea, Middle Eastern countries, other foreign countries, and the international community at large, as well as related to armed conflicts, such as the conflict between Russia and Ukraine, that exist, or in the future could exist, in various jurisdictions around the world,
•restrictive governmental actions (such as restrictions on transfer of funds, restrictions on individuals’ movement, including travel restrictions, quarantines, lockdowns, and curfews, and trade protection measures, including export duties, quotas, customs duties, border taxes, border closures, increased import or export controls, and tariffs), or actions by non-governmental individuals and groups (such as protests, boycotts, insurgencies, organized crime, and general civil unrest), that could negatively impact trade between, or increase the cost of operating in, the countries in which we do business,
•labor market conditions and laws,
•disruptions of capital and trading markets,
•difficulty in collecting, or failure to collect, accounts receivable, as well as longer collection periods,
•changes in, or non-compliance with, legal or regulatory import/export requirements, including restrictions on selling to certain customers or into certain jurisdictions,
•natural disasters and severe weather events, including, but not limited to, earthquakes, wildfires, droughts, hurricanes, tsunamis, rising sea levels, as well as other impacts of climate change,
•acts of terrorism, widespread illness or other deterioration of public health conditions, and war,
•misappropriation or other unauthorized transfers of our electronic information and breaches of our information systems, as well as the potential lack of adequate remedies in certain jurisdictions,
•difficulty in engaging distribution partners or obtaining sales or other business support in certain jurisdictions,
•cultural differences in the conduct of business,
•direct or indirect government actions, subsidies, or policies aimed at supporting local industry,
•the laws and policies of the United States and other countries affecting trade, foreign investment and loans, foreign travel, and import or export licensing requirements, including, but not limited to, prohibitions on certain trade and other activities in China, Russia, Belarus, and portions of Ukraine,
•withdrawal from, or renegotiation of, existing trade agreements by the United States (or other jurisdictions) potentially affecting Mexico, China, and other countries in which we do business,
•changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments,
•changes in the effective tax rate as a result of our overall profitability and mix of earnings in countries with differing statutory tax rates,
•results of audits and examination of previously filed tax returns, and
•limitations on our ability under local laws to protect or enforce our intellectual property rights in a particular foreign jurisdiction.
Additionally, we are subject to risks in certain global markets in which wireless operators provide subsidies on handset sales to their customers. Increases in cellular handset prices that negatively impact handset sales can result from changes in regulatory policies or other factors, which could impact the demand for our products.
Some of the countries in which we operate and seek to expand are in emerging markets where legal systems may be less developed or familiar to us, potentially impacting our ability to obtain appropriate recourse in the event of a dispute. Other jurisdictions in which we conduct business have established, or may establish, legal and regulatory regimes that differ materially from United States laws and regulations. It is costly, time-consuming, and requires significant resources to comply with the numerous, and sometimes conflicting, legal regimes in the jurisdictions in which we conduct business on matters as diverse as anti-corruption, anti-bribery, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, competition, data privacy and protection, employment, and labor relations. Violations of one or more of these legal regimes’ laws and regulations in the conduct of our business could result in significant fines, penalties, or monetary damages, criminal sanctions against us or our officers, prohibitions on doing business, unfavorable publicity and other reputation damage, restrictions on our ability to process information, and allegations by our clients that we have not performed our contractual obligations.
The effects of the global COVID-19 pandemic continue to adversely affect our business operations.
The global COVID-19 pandemic—including the public health crisis, the measures taken by governments, businesses, and individuals in an effort to limit COVID-19’s spread, and the resulting global supply chain challenges—has adversely affected, and continues to adversely affect, our business operations. The impacts on our business operations and workforce of the pandemic, including as a result of more contagious variants of the virus that causes COVID-19, and the duration of such impacts, are uncertain, constantly evolving, and difficult to quantify, but have thus far included, or in the future may include, the following:
•We have experienced, and may continue to experience, disruptions to our supply chain and increased costs in connection with the sourcing of materials, components, equipment, assembly and test services, engineering support, shipping and logistics services, and other services, caused in part by the pandemic. To the extent we are unable to pass these costs on to our customers, we experience reduced profitability. Given that our customers and suppliers are facing similar supply chain challenges, we expect continued difficulty in forecasting demand and supply needs for the foreseeable future. As a result of these uncertainties, we have increased, and may continue to increase, our inventory levels and purchase commitments.
•We have recently experienced, and expect to continue experiencing, reduced demand for certain of our products as a result of certain customers’ difficulty obtaining materials, components, and services due to disruptions in such customers’ supply chains. While the government-mandated shutdowns in various regions of China during fiscal 2022 did not directly impact any of our manufacturing facilities, the shutdowns did result in limited supply constraints within our supply chain, as well as significant supply constraints for certain of our customers, which resulted in short-term reductions in such customers’ demand for our products. We may continue to experience large fluctuations in demand for certain of our products, which could be exacerbated by global supply chain challenges or by a continued or deepening global economic downturn or recession.
•In the event that our manufacturing operations in Mexicali, Mexico, become subject to significant restrictions or are suspended again, as they were for two weeks in April 2020 pursuant to a government order, or in the event that one or more of our other facilities is forced to suspend or limit its activities, we may again experience reductions in production levels, which would limit our ability to meet customer demand and impact our operating results.
•Over the course of the pandemic, we have implemented certain measures at our facilities worldwide in an effort to protect our employees’ health and well-being, some of which have reduced the overall efficiency of our operations and increased manufacturing costs. Many of our non-manufacturing employees transitioned to working from home on a mandatory or voluntarily basis for a prolonged period of time, and our return-to-office plans have in some cases led to employee attrition. We expect that pandemic-related changes in workforce patterns may result in additional attrition, difficulty in hiring, and reduced productivity.
•We have experienced, and likely will continue to experience, disruptions to global transportation networks, limiting or delaying our ability, and/or increasing our cost, to send or receive products and materials at one or more of our facilities, including as a result of trade restrictions, border closures, disruptions in the operations of third-party carriers, or carriers’ decisions to prioritize other customers’ orders over ours.
•Significant portions of our sales are concentrated among a limited number of customers. We may experience negative impacts to our business operations if one or more of these major customers were to significantly decrease its orders for our products due to disruptions to its business operations or other pandemic-related issues.
These effects, alone or taken together, could have a material adverse effect on our business, results of operations, customer and supplier relations, employee relations, cash flows, and financial condition. The resumption of normal business operations after any such interruptions may be delayed or constrained by lingering effects of the pandemic on our customers, suppliers, and other third-party service providers.
The degree to which the pandemic continues to impact us will depend on future developments that are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain COVID-19 or treat its impact, and how quickly and to what extent normal economic and operating conditions resume. Even after the pandemic has subsided as a public health matter, we may experience material adverse impacts to our business as a result of its adverse impact on the global economy.
We are subject to the risks of doing business in China.
Demand from Chinese customers may be adversely affected by China’s evolving laws and regulations, including those relating to taxation, import and export tariffs and restrictions, currency controls, environmental regulations, information security, indigenous innovation, and intellectual property rights and enforcement of those rights. Enforcement of existing laws or agreements may be inconsistent, and the potential issuance of new laws and regulations creates uncertainty. In addition, changes in the political environment, governmental policies, United States-China relations, or China-Taiwan relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our proprietary intellectual property, increased taxation, restrictions on imports, import duties, or currency revaluations, any of which could have an adverse effect on our business plans and operating results. In particular, the imposition by the United States of tariffs on goods imported from China, or deemed to be of Chinese origin, and other government actions that restrict our ability to sell our products to Chinese customers or to manufacture or source components in China, and countermeasures imposed by China in response, could directly or indirectly adversely impact our manufacturing costs, the availability and cost of materials, and the sales of our products in China and elsewhere. For example, the U.S. government has recently expanded export restrictions, and might continue expanding export restrictions, by adding certain Chinese entities to the U.S. Bureau of Industry and Security’s Entity List (the “Entity List”), which has, and could in the future, limit our ability to sell to certain of those entities and to third parties that do business with those entities. These restrictions have negatively impacted, and may continue to negatively impact, sales of our products. In the future, we may be prevented from shipping, or be required to obtain a license to ship, our products to certain customers if they are added to the Entity List. In addition, geopolitical changes in China-Taiwan relations could disrupt the operations of several companies in Taiwan that are suppliers to, or third-party partners of, the Company, our customers, and our customers’ other suppliers. Disruption of certain critical operations in Taiwan would adversely affect our ability to manufacture certain products and would likely have substantial negative effects on the entire semiconductor industry. Further, the evolving labor market and increasing labor unrest in China may have a negative impact on our customers, which would result in a negative impact on our business, results of operations, and financial condition. Finally, China’s investments in technology development and manufacturing capability in support of its stated policy of reducing its dependence on foreign semiconductor manufacturers and other technology companies has likely already resulted, and we expect will continue to result, in reduced demand for our products in China and other key markets as well as reduced supply of critical materials for our products.
Changes in tax laws and regulations could have an adverse impact on our operating results.
We are subject to taxation in many different countries and localities worldwide. To the extent the tax laws and regulations in these various countries and localities could change, our tax liability in general could increase.
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Reform Act”), which significantly reformed the U.S. Internal Revenue Code of 1986, as amended, and has had, and may continue to have, a significant impact on our operations. Beginning in fiscal year 2023, for U.S. income tax purposes we will be required to capitalize our research and development expenses and amortize them over five or fifteen years, rather than deduct them in the year incurred, which we expect will increase our taxes payable, resulting in reduced cash flows. Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act, which imposes a corporate alternative minimum tax of 15% on adjusted financial statement income for certain corporations, as well as an excise tax on corporate stock repurchases. Although we are currently evaluating the impact this law may have, we do expect our effective tax rate to increase in fiscal year 2024.
Because the changes in U.S. tax law require a number of complex calculations that previously were not required, our actual tax liability may differ materially from our income tax provisions, estimates, and accruals. Changes in our interpretations and assumptions, as well as additional guidance issued under these laws, could increase income tax liabilities and/or reduce certain tax benefits. In addition, it is uncertain if and to what extent various states will conform to changes to tax law.
Future changes in tax laws, regulations, and treaties, or the interpretation thereof, in addition to initiatives related to the Base Erosion and Profit Shifting Project of the Organisation for Economic Co-Operation and Development; the European Commission’s “state aid” investigations; enactment of a global corporate minimum tax; and other developments could have an adverse effect on the taxation of international businesses, including our own. Furthermore, countries where we are subject to
taxes, including the United States, evaluate their tax policies and rules on a regular basis, and we may see significant changes in legislation and regulations concerning taxation.
We are unable to predict what tax changes may be enacted in the future or what effect such changes would have on our business, but such changes could affect our effective tax rates in countries where we have operations and could have an adverse effect on our overall tax position in the future, along with increasing the complexity, burden, and cost of tax compliance.
Risks associated with the development, manufacturing, and sale of our products
Our operating results may be adversely affected by quarterly and annual fluctuations, market downturns, and recessions.
Our revenues, earnings, and other operating results may fluctuate significantly on a quarterly and annual basis. These fluctuations are typically the result of a number of factors, many of which are beyond our control.
These factors include, among others:
•delays in the widespread deployment of commercial 5G networks,
•changes in end-user demand for the products manufactured and sold by our customers,
•the effects of competitive pricing pressures, including decreases in average selling prices of our products,
•production capacity levels and fluctuations in manufacturing yields,
•availability and cost of materials and services from our suppliers,
•the gain or loss of significant customers,
•our ability to develop, introduce, and market new products and technologies on a timely basis,
•market acceptance of our products and our customers’ products (including, but not limited to, market acceptance of new, emerging technologies),
•new product and technology introductions by competitors,
•delays in the adoption of standards by standard-setting bodies and delays in the commercial deployment or consumer adoption of certain technologies,
•actions by government regulators to restrict or delay the availability of sufficient spectrum for wireless technologies, including technologies that utilize unlicensed spectrum and/or shared spectrum,
•changes in consumers’ purchasing behaviors, including the rates at which they replace smartphones and other devices that utilize our products,
•changes to promotions, rebates, and discounts offered by carriers in certain geographic regions for smartphones and other devices that utilize our products,
•increasing industry consolidation among our competitors,
•changes in the mix of products produced and sold, and
•intellectual property disputes, including those concerning payments associated with the licensing and/or sale of intellectual property, and related remedies (e.g., monetary damages, injunctions, or exclusion orders affecting our or our customers’ products).
We employ certain methods, assumptions, estimates, and other subjective judgments in order to apply our accounting policies and to project future performance, and such projections may be publicly disclosed from time to time. Changes to such methods, assumptions, estimates, and judgments, combined with other factors that are difficult to forecast, including the factors listed above, could materially and adversely affect our quarterly or annual operating results and could produce actual operating results that differ significantly from previous estimates and projections. If our operating results fail to meet the expectations of analysts or investors, it could materially and adversely affect the price of our common stock.
We rely on a small number of customers for a large portion of our sales.
Significant portions of our sales are concentrated among a limited number of customers. If we lost one or more of these major customers, or if one or more major customers significantly decreased its orders for our products, our business, results of operations, and financial condition could be materially and adversely impacted, which could adversely affect our stock price. In each of fiscal 2022, fiscal 2021, and fiscal 2020, one customer accounted for greater than ten percent of our net revenue. For further discussion see Note 15 to Item 8 of this Annual Report on Form 10-K.
We rely on Original Equipment Manufacturers (“OEMs”) and Original Design Manufacturers (“ODMs”) to design our products into their end products.
Our products are not sold directly to the end user but are components or subsystems of other products. As a result, we rely on OEMs and ODMs of wireless communications electronics products to select our products from among alternative offerings to be designed into their equipment. Without these “design wins,” we would have difficulty selling our products. If a manufacturer designs another supplier’s product into one of its product platforms, it is more difficult for us to achieve future design wins with that platform because changing suppliers involves significant cost, time, effort, and risk on the part of that manufacturer. Also, achieving a design win with a customer does not ensure that we will receive revenue from that customer. Even after a design win,
the customer is not obligated to purchase our products and can choose at any time to reduce or cease use of our products, for example, if its own products are not commercially successful, or for any other reason. We may not continue to achieve design wins or to convert design wins into actual sales, and failure to do so could materially and adversely affect our operating results. Furthermore, as a result of our lengthy product development and sales cycle, we may incur significant research and development expenses, and selling, general, and administrative expenses, without generating the anticipated revenue associated with these products.
Our manufacturing processes are extremely complex, specialized, and subject to disruption.
Our manufacturing operations are complex and subject to disruption, including due to causes beyond our control. The fabrication of integrated circuits is an extremely complex and precise process consisting of hundreds of separate steps. It requires production in a highly controlled, clean environment. Minor impurities, contamination of the clean room environment in which our products are produced, errors in any step of the fabrication process, defects in the masks used to print circuits on a wafer, defects in equipment or materials, human error, or a number of other factors can cause a substantial percentage of our products to be rejected or to malfunction. Because our operating results are highly dependent upon our ability to produce integrated circuits at acceptable manufacturing yields, these factors could have a material and adverse effect on our business.
Additionally, our operations may be affected by lengthy or recurring disruptions of operations at any of our production facilities, as well as disruptions at facilities operated by our subcontractors or customers. These disruptions may result from electrical power outages, water shortages, fire, earthquake, flooding, war, acts of terrorism, health advisories or risks, or other natural or man-made disasters, as well as equipment maintenance, repairs, and/or upgrades. Disruptions of our manufacturing operations, or those of our subcontractors and customers, could cause significant delays in shipments until we are able to shift production of the impacted products from an affected facility or subcontractor to another facility or subcontractor, or until the affected customer resumes operations and accepts shipments from us. In the event of such delays, the required alternative capacity, particularly wafer production capacity, may not be available on a timely basis or at all. Even if alternative production capacity is available, we may not be able to obtain it on favorable terms, which could result in higher costs and/or a loss of customers and revenue. Likewise, lower-than-expected demand could lead to underutilized manufacturing facilities, which could negatively impact our financial results.
While we maintain insurance coverage to mitigate business continuity risks, among other risks, such coverage may be insufficient to cover all losses or all types of claims that may arise. Due to the highly specialized nature of our manufacturing processes, in the event of a disruption in production at one or more of our facilities for any reason, alternative production capacity would not be immediately available from third-party sources. These disruptions could have a material adverse effect on our business, results of operations, and financial condition. Our key facilities include, but are not limited to, our semiconductor wafer fabrication facilities in Newbury Park, California, and Woburn, Massachusetts, our SAW, TC-SAW, and BAW filter wafer fabrication facilities in Osaka, Japan, and our assembly and test facilities in Mexicali, Mexico, and in Singapore.
We may not be able to maintain and improve manufacturing yields that contribute positively to our gross margin and profitability.
Minor deviations or disturbances in the manufacturing process can cause substantial manufacturing yield loss, and in some cases, cause production to be suspended and impact our ability to meet customer demand on a timely basis. Manufacturing yields for new products initially tend to be lower as we complete product development and commence volume manufacturing, and typically increase as we bring the product to full production. Our forward product pricing includes this assumption of improving manufacturing yields and, as a result, material variances between projected and actual manufacturing yields will have a direct effect on our gross margin and profitability. The difficulty of accurately forecasting manufacturing yields and maintaining cost competitiveness through improving manufacturing yields will continue to be magnified by the increasing process complexity of manufacturing semiconductor products. Our manufacturing operations may also face pressures arising from the compression of product life cycles, which may require us to manufacture new products faster and for shorter periods while maintaining acceptable manufacturing yields and quality without, in many cases, reaching the longer-term, high-volume manufacturing conducive to higher manufacturing yields and declining costs.
We are dependent upon third parties for the manufacture, assembly, and testing of our products.
We rely on foundries to provide silicon-based products and to supplement our gallium arsenide wafer manufacturing capacity. There are significant risks associated with reliance on third-party foundries, including:
•the lack of wafer supply, potential wafer shortages, and higher wafer prices,
•required minimum purchase commitments,
•limited ability to respond to unanticipated changes in customer demand,
•limited control over delivery schedules, manufacturing yields, production costs, process technologies, and quality assurance, and
•the inaccessibility of, or delays in obtaining access to, key process technologies, materials, and IP blocks.
Even in cases where we have long-term supply arrangements to obtain additional external manufacturing capacity, the third-party foundries we use for our standby manufacturing capacity may allocate their limited capacity to the production requirements of other customers and in general we have no contractual right to prevent them from making such allocations. If we choose to use a new foundry to replace either existing or backup capacity, it will typically take an extended period of time for us to complete our qualification process for that foundry, which will result in a significant passage of time before we can begin shipping products from that new foundry.
Further, the third-party foundries may experience financial difficulties or changes in control, be unable to deliver products to us in a timely manner, be unwilling to invest in processes that meet our needs, or suffer damage or destruction to their facilities, particularly since some of them are located in areas prone to natural disasters or to severe weather events and other impacts of climate change. If any disruption of manufacturing capacity occurs, we may not have alternative manufacturing sources immediately available. We may therefore experience difficulties, delays, or additional costs in securing an adequate supply of our products, which could impair our ability to meet our customers’ needs and have a material adverse effect on our operating results.
Although we own and operate assembly and test facilities, as part of our supply resilience and business continuity strategies we still depend on subcontractors to package, assemble, and test certain of our products at cost-competitive rates. For those assembly and test subcontractors with whom we do not have long-term agreements, we typically procure services on a per-order basis. If any of our subcontractors experiences capacity constraints or financial difficulties, suffers any damage to its facilities, experiences power outages or any other disruption of assembly or testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner and/or at cost-competitive rates. Due to the amount of time that it usually takes us to qualify assembly and test subcontractors, we could experience significant delays and/or increased costs in product shipments if we are required to find alternative assembly and test subcontractors for our components. Any problems that we may encounter with the delivery, quality, or cost of our products could damage our customer relationships and materially and adversely affect our business, results of operations, and financial condition.
During fiscal 2022, we entered into long-term capacity reservation and supply agreements with certain third-party foundries. These agreements may cease to be commercially reasonable if overall market demand or pricing is reduced, and they may have an adverse effect on our operating results in the event our future supply needs are reduced below the minimum order commitments. Furthermore, even with such agreements, we remain subject to risks that a supplier will be unable to meet its supply commitments, achieve acceptable manufacturing yields, operate or deliver on a timely basis, or provide additional capacity beyond its current contractual commitments to meet our requirements, any of which could adversely affect our ability to satisfy customer obligations.
We are dependent upon third parties for the supply of raw materials and components.
Our manufacturing operations depend on obtaining adequate supplies of raw materials and components used in our manufacturing processes at a competitive cost. Although we maintain relationships with suppliers located around the world with the objective of ensuring that we have adequate sources for the supply of raw materials and components for our manufacturing needs, increases in demand from the semiconductor industry for such raw materials and components (including, but not limited to, precious and rare earth metals), as well as increased demand for commodities in general, can result in tighter supplies and higher costs. Our suppliers may not be able to meet our delivery schedules; we may lose a significant or sole supplier; a supplier may not be able to meet performance and quality specifications; shipments of precious metals may be subject to theft; and we may not be able to purchase such supplies or materials at a competitive cost. If a supplier were unable to meet our delivery schedules, if we lost a supplier, or if a supplier were unable to meet performance or quality specifications, our ability to satisfy customer obligations would be materially and adversely affected because the time required to identify and qualify an alternative supply source, where available, is typically lengthy. In part as a result of the COVID-19 pandemic, we have experienced supply constraints for certain materials and components, which has impacted, and could continue to impact, production lead times, the cost of such materials and components, and our ability to meet customer demand for our products.
In addition, we review our relationships with suppliers of raw materials and components for our manufacturing needs on an ongoing basis. In connection with our ongoing review, we may modify or terminate our relationship with one or more suppliers. We may also enter into sole supplier arrangements to meet certain of our raw material or component needs. While we do not typically rely on a single source of supply for our raw materials, we are currently dependent on a limited number of sole-source suppliers and in the future could become dependent on additional sole-source suppliers. If we were to lose these sole sources of supply, for any reason, a material adverse effect on our business could result until an alternate source is obtained. To the extent we enter into additional sole supplier arrangements for any of our raw materials or components, the risks associated with our supply arrangements would be exacerbated. Furthermore, our entry into capacity commitments in an attempt to ensure sufficient supply of raw materials and components may result in our obligation to pay above-market prices in the event of a future downward price correction.
We may not be able to effectively operate our business if we are unable to attract and retain qualified personnel.
As the source of our technological and product innovations, our key engineering and technical personnel represent a significant asset. Our success depends on our ability to continue to attract, retain, and motivate qualified personnel, including executive officers and other key management, engineering, and technical personnel. The competition for management, engineering, and technical personnel is intense in the semiconductor industry, particularly in the locations in which we operate, and therefore we may not be able to continue to attract and retain the qualified personnel necessary for the design, development, manufacture, and sale of our products. Our employees are highly sought after by our competitors and other companies, which in some cases may be able to offer compensation opportunities in excess of what we offer. We may have particular difficulty attracting and retaining key personnel during periods of poor operating performance and/or declines in the price of our common stock, given, among other factors, the use of equity-based compensation by us and our competitors. If we are unable to obtain required stockholder approval for future increases in the number of shares available under our long-term incentive plans, we may be limited in granting equity-based incentive awards, which may impair our efforts to attract and retain necessary personnel. Further, existing immigration laws, together with any changes to immigration policies or regulations in the United States, make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities (in the United States or abroad), limiting the pool of available talent. Travel bans, difficulties obtaining visas, and other restrictions on international travel make it more difficult to effectively manage our international operations, collaborate as a global company, and service our international customer base. The increased ability of employees in our industry to work from home or in other remote work arrangements has impacted, and may continue to impact, the mobility and turnover of our employees, potentially making it more difficult for us to compete in the job market. We continue to anticipate increases in human resource needs, particularly in engineering. The loss of the services of one or more of our key employees or our inability to attract, retain, and motivate qualified personnel, could have a material adverse effect on our ability to operate our business.
Our business would be adversely affected by the departure of existing members of our senior management team or if our senior management team is unable to effectively implement our strategy.
Our success depends, in large part, on the continued contributions of our senior management team, none of whom is bound by a written employment contract to remain with us for a specified period. The loss of any member of our senior management team could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate. In addition, the loss of certain members of our senior management team could harm our relationships with key customers, which could negatively impact our future revenue, results of operations, and financial condition.
We are subject to uncertainties involving the ordering and shipment of, and payment for, our products.
Our sales are typically made pursuant to standard purchase orders and/or specified customer contracts for delivery of products and not under long-term supply arrangements with our customers. Our customers may seek to cancel or defer orders before shipment. Additionally, we sell a portion of our products through third-party distributors, some of whom have rights to return products if the product is nonconforming. We may purchase and manufacture inventory based on estimates of customer demand for our products, which is difficult to predict and may not be accurate. The difficulties of forecasting may be compounded when we sell to OEMs indirectly through distributors or contract manufacturers, or both, as our forecasts of demand will then be based on estimates provided by multiple parties. In addition, our customers and distributors may change their inventory practices on short notice for any reason. Many of our products are customized to the needs or specifications of a specific customer or have a limited number of potential buyers. The cancellation or deferral of product orders, the return of previously sold products, overproduction due to a change in anticipated order volumes could result in us holding excess or obsolete inventory, which could result in inventory write-downs and, in turn, could have a material adverse effect on our financial condition. On the other hand, customers may require rapid increases in production on short notice, which could result in damaged customer relationships, increased manufacturing costs, increased liabilities, or harm to our reputation if we are unable to meet such increases in demand. Some of our customers have implemented vendor-managed inventory, consignment, or similar inventory programs that may result in an increase in the time between manufacture of, and payment for, our products.
In addition, if a customer or distributor encounters financial difficulties of its own as a result of a change in demand or for any other reason, the customer’s or distributor’s ability to make timely payments against our accounts receivable could be impaired. Furthermore, our dependence on third-party carriers and logistics firms, many of which have been adversely affected by the COVID-19 pandemic, has resulted in, and could continue to result in, delays, increased costs, and expedite fees related to our product shipments.
We face a risk that capital needed for our business will not be available when we need it.
To the extent that our existing cash and cash equivalents and cash generated from operations are insufficient to fund our future activities (including, but not limited to, capital expenditures), we may need to raise additional funds through public or private equity or debt financing. If unfavorable capital market conditions exist in the event we were to seek additional financing, we may not be able to raise sufficient capital on favorable terms and on a timely basis, if at all. Failure to obtain capital when required by our business circumstances would have a material adverse effect on us.
In addition, the future growth of our business is likely to require the expansion of our manufacturing facilities, the upgrade of our manufacturing equipment, strategic investments, and/or corporate acquisitions. Due in part to our repayment obligations on our outstanding indebtedness, the capital required to fund these investments may not be available in the future.
Risks Related to Acquisitions
We incurred significant indebtedness in connection with the acquisition of the Infrastructure and Automotive business of Silicon Labs, which could reduce our flexibility to operate our business.
On May 21, 2021, the Company, as borrower, entered into a term credit agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $1.0 billion Term Loan Facility. Additionally, on May 26, 2021, the Company issued $500 million of its 0.900% 2023 Notes, $500 million of its 1.800% 2026 Notes, and $500 million of its 3.000% 2031 Notes in a public offering. The proceeds of the Term Loan Facility and the issuance of Notes were used to finance a portion of the purchase price for the Company’s acquisition of certain assets, rights, and properties, and its assumption of certain liabilities, comprising Silicon Labs’ Infrastructure and Automotive business, on July 26, 2021 (the “Acquisition”).
Additionally, on May 21, 2021, the Company entered into the Revolving Credit Agreement with various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, providing for a $750 million Revolver. Borrowings under the Revolving Credit Facility could be used for general corporate purposes and working capital needs of the Company and its subsidiaries.
This indebtedness could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions. We also have incurred, and will continue to incur, various costs and expenses associated with our indebtedness. Our ability to arrange additional financing and make payments of principal and interest on our indebtedness when due depends upon our future performance, which will be subject to general economic conditions, industry cycles, and financial, business, and other factors affecting our operations, many of which are beyond our control. We are exposed to interest rate risk through our Term Loan Facility and Revolving Credit Facility, both of which are subject to variable interest rates, and interest rate increases have led to increased interest payments. Our existing indebtedness or incurrence of any additional indebtedness could reduce funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes and may create competitive disadvantages relative to other companies with lower debt levels.
In addition, our credit ratings, combined with fluctuating interest rates, affect the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect each rating organization’s opinion of our financial strength, operating performance, and ability to meet our debt obligations. There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future. An inability to obtain or maintain a rating could increase the cost of future borrowings or refinancings of our indebtedness, limit our access to sources of financing in the future, or lead to other potentially adverse consequences.
The agreements that govern our indebtedness contain various covenants that impose restrictions that may affect our ability to operate our businesses.
The agreements that govern the Term Loan Facility, the Notes, and the Revolver contain various affirmative and negative covenants that, subject to certain significant exceptions, restrict our ability to, among other things, have liens on our property, change the nature of our business, and/or merge or consolidate with any other person or sell or convey certain assets to any one person. In addition, some of the agreements contain a financial covenant consisting of a limitation on leverage. Our ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations. Any such acceleration of our repayment obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows, and/or stock price.
To be successful we may need to make additional investments and acquisitions, integrate companies we acquire, and/or enter into strategic alliances.
Although we have invested in the past, and intend to continue to invest, significant resources in internal research and development activities, the complexity and rapidity of technological changes and the significant expense of internal research and development make it impractical for us to pursue development of all technological solutions on our own. On an ongoing basis, we review investment, alliance, and acquisition prospects that would complement our product offerings, augment our market coverage, or enhance our technological capabilities. We may not be able to identify and consummate suitable investment, alliance, or acquisition transactions in the future. Moreover, if such transactions are consummated, they could result in:
•issuances of equity securities dilutive to our stockholders,
•restructuring or other impairment write-offs,
•the incurrence of substantial debt and assumption of unknown liabilities,
•the potential loss of key employees from the acquired company,
•recognition of additional liabilities known or unknown at the time of acquisition,
•amortization expenses related to intangible assets, and
•the diversion of management’s attention from other business concerns.
Moreover, integrating acquired organizations and their products and services may be difficult, expensive, time-consuming, and a strain on our resources and our relationships with employees and customers and ultimately may not be successful. Additionally, in periods following an acquisition, we will be required to evaluate goodwill and acquisition-related intangible assets for impairment. If such assets are found to be impaired, they will be written down to estimated fair value, with a charge against earnings.
Risks associated with our industry
The semiconductor industry is highly cyclical and subject to significant downturns.
We operate in the semiconductor industry, which is cyclical and subject to rapid declines in demand for end-user products in both the consumer and enterprise markets. Uncertain worldwide economic and political conditions, together with other factors such as the volatility of the financial markets, continue to make it difficult for our customers and for us to accurately forecast and plan future business activities. Uncertainty and economic weakness could result in a market contraction and, as a result, our business, results of operations, and financial condition would likely be materially and adversely affected. Such periods of industry downturn are characterized by diminished product demand and revenue, manufacturing overcapacity, excess inventory levels, accelerated erosion of average selling prices, bad debt, inventory charges, restructuring charges, and asset impairment charges. Furthermore, downturns in the semiconductor industry may be prolonged, and any extended delay or failure of the market to recover from an economic downturn would materially and adversely impact our business, results of operations, and financial condition, which could adversely affect our stock price.
The wireless communications and analog semiconductor markets are characterized by significant competition.
The wireless communications semiconductor industry, in general, and the other analog markets in which we compete are very competitive, which may cause pricing pressures, decreased gross margins, and rapid loss of market share. We compete with international and United States semiconductor manufacturers of all sizes in terms of resources and market share, including, but not limited to, Analog Devices, Broadcom, Cirrus Logic, Murata Manufacturing, NXP Semiconductors, Qorvo, Qualcomm, and Texas Instruments.
We currently face significant competition in our markets and expect that intense price and product competition will continue. This competition has resulted in, and is expected to continue to result in, declining average selling prices for many of our products and increased challenges in maintaining or increasing revenue, gross margin, and market share. Furthermore, additional competitors may enter our markets as a result of growth opportunities in communications electronics, the trend toward global expansion by foreign and domestic competitors, and technological and public policy changes (including national or regional policies, and/or state-sponsored investments, intended to develop and support localized competitors). We believe that the principal competitive factors for semiconductor suppliers in our markets include, among others:
•rapid time-to-market and product ramps (including, but not limited to, high-volume product ramps),
•timely new product innovation,
•ability to capture design wins in new growth markets, such as 5G,
•product quality, reliability, and performance,
•ability of certain products, including “high reliability” solutions, to perform under stringent operating conditions,
•product cost and selling price,
•features available in products,
•alignment with customer performance specifications,
•compliance with industry standards,
•strategic relationships with customers,
•access to, and the protection and enforcement of, intellectual property,
•ability to partner with or participate in reference designs of baseband vendors,
•maintaining access to manufacturing capacity, raw materials, supplies, and services at a competitive cost, and
•the ability to secure government incentives and grants, such as funding available to U.S. semiconductor manufacturers under the CHIPS and Science Act of 2022.
We might not be able to successfully address these factors. Many of our competitors benefit from:
•long presence in key markets,
•brand recognition,
•high levels of customer satisfaction,
•vertical integration,
•strong baseband partnership/participation in reference designs,
•a broad product portfolio allowing them to bundle product offerings,
•ownership or control of key technology or intellectual property, and
•strong financial, sales and marketing, manufacturing, distribution, technical, or other resources.
As a result, certain competitors may be able to adapt more quickly than we can to new or emerging technologies and changes in customer requirements or may be able to devote greater resources to the development, promotion, and sale of their products than we can. As a result of industry consolidation, certain competitors may be able to further exploit such benefits to strengthen their competitive position.
Our baseband reference design partners may leverage their market position by integrating additional functionality into their product offerings that compete with our solutions. If such a product offering were competitive with our solution as to performance, price, and quality, or if the interoperability of our solution with the partner’s baseband products were to be restricted, our business could be adversely impacted.
Current and potential competitors have established, or may in the future establish, financial or strategic relationships among themselves or with customers, resellers, or other third parties. These relationships may affect customers’ purchasing decisions. Accordingly, it is possible that new competitors or alliances among competitors could emerge, causing such competitors to rapidly acquire significant market share. We may not be able to compete successfully against current and potential competitors. Increased competition could result in pricing pressures, decreased gross margins, and loss of revenue and market share and may materially and adversely affect our business, results of operations, and financial condition.
Remaining competitive in the semiconductor industry depends upon our ability to constantly innovate.
The semiconductor industry generally and, in particular, many of the markets into which we sell our products, are highly cyclical and characterized by constant and rapid technological change, continuous product evolution, price erosion, evolving technical standards, short product life cycles (including annual product refreshes in some cases), increasing demand for higher levels of integration, increased miniaturization, reduced power consumption, and wide fluctuations in product supply and demand. Our operating results depend largely on our ability to continue to cost-effectively introduce new and enhanced products on a timely basis, both within our traditional markets and in new, expanded, or adjacent markets. The successful development and commercialization of semiconductor devices and modules is highly complex and depends on numerous factors, including the ability:
•to anticipate customer and market requirements and changes in technology and industry standards,
•to obtain sufficient manufacturing capacity within an international supply chain to meet customer demand,
•to define new products that meet customer and market requirements,
•to complete development of new products and bring products to market on a timely basis,
•to differentiate our products from offerings of our competitors,
•to achieve overall market acceptance of our products,
•to lengthen the time that a particular product is in demand,
•to source and maintain manufacturing materials,
•to identify and maintain suppliers with the necessary technology and scale to support the increasing complexity of our manufacturing requirements, and
•to obtain adequate multi-jurisdictional intellectual property protection for our new products.
Our ability to manufacture current products, and to develop new products, depends on, among other factors, the viability and flexibility of our own internal information technology systems.
We continually evaluate expenditures for planned product development and choose among alternatives based on our understanding of customer technical requirements, new industry standards, and expectations of future market growth and technologies. We may not be able to develop and introduce new or enhanced wireless communications and analog semiconductor products in a timely and cost-effective manner, and our products may not satisfy customer requirements or achieve market acceptance, or we may not be able to anticipate new industry standards and technological changes. We also may not be able to respond successfully to new product announcements and introductions by competitors or to changes in the design or specifications of complementary products of third parties with which our products interface. If we fail to rapidly and cost-effectively introduce new and enhanced products in sufficient quantities that meet our customers’ requirements, our business, results of operations, and financial condition could be materially and adversely affected.
In addition, prices of many of our products decline, sometimes significantly, over time. Our products may become obsolete earlier than planned or may not have life cycles long enough to allow us to recoup the cost of our investment in designing such products. Accordingly, we believe that to remain competitive, we must continue to reduce the cost of producing and delivering existing products at the same time that we develop and introduce new or enhanced products. We may not be able to continue to reduce the cost of producing and delivering our products in a timely manner and thereby remain competitive.
In order to remain competitive, we expect to continue to transition many of our products to increasingly smaller geometries and form factors. This transition often requires us to upgrade our capital equipment, modify the manufacturing processes for our products, design new products to more stringent standards, and redesign some existing products. We have experienced some difficulties migrating to smaller geometry process technologies or new manufacturing processes, which resulted in sub-optimal manufacturing yields, delays in product deliveries, and increased expenses. We may face similar difficulties, delays, and expenses as we continue to transition our products to smaller geometry processes in the future. In some instances, we depend on our relationships with our third-party foundries and packaging subcontractors to transition to smaller geometry processes successfully. Our manufacturing partners may not be able to effectively manage the transition, or we may not be able to maintain our relationships with certain manufacturing partners. If our manufacturing partners or we experience significant delays in this transition or fail to efficiently implement this transition, our business, results of operations, and financial condition could be materially and adversely affected. As smaller geometry processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as customer and third-party intellectual property, into our products. However, we may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis, or at all.
Increasingly stringent environmental laws, rules, regulations, and customer expectations may require us to redesign our existing products and processes and could adversely affect our ability to cost-effectively produce our products.
The semiconductor industry has been subject to increasing environmental regulations, particularly those environmental requirements that control and restrict the use, transportation, emission, discharge, storage, and disposal of certain chemicals, elements, and materials used or produced in the semiconductor manufacturing process. Heightened public focus on climate change, sustainability, and environmental issues has also led to increased government regulation and caused certain of our customers to impose environmental standards on us as a part of doing business with them. We expect that the trend of increasing environmental awareness will continue, which will result in higher costs of operations. In addition, our commitment to environmentally sustainable practices, while undertaken in a manner designed to be as efficient and cost effective as possible, may result in increases in costs of operations for us relative to our competitors until technologies and methods are developed that will help reduce those costs or such practices become industry best practice.
A number of domestic and foreign jurisdictions restrict or may seek to restrict the use of various substances, a number of which have been or are currently used in our products or processes. For example, the European Union Restriction of Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) Directive requires that certain substances, which may be found in certain products we have manufactured in the past, be removed from all electronics components. Eliminating such substances from our manufacturing processes requires the expenditure of additional research and development funds to seek alternative substances for our products, as well as increased testing by third parties to ensure the quality of our products and compliance with the RoHS Directive. While we have implemented a compliance program to ensure our product offering meets these regulations, there may be instances where alternative substances will not be available or commercially feasible, or may only be available from a single source, or may be significantly more expensive than their restricted counterparts. Additionally, if we were found to be non-compliant with any such rule or regulation, we could be subject to fines, penalties, and/or restrictions imposed by government agencies that could adversely affect our operating results.
Regulations in the United States require that we determine whether certain materials used in our products, referred to as conflict minerals, originated in the Democratic Republic of the Congo or adjoining countries, or were from recycled or scrap sources. The verification and reporting requirements, in addition to customer demands for conflict-free sourcing, impose additional costs on us and on our suppliers, and may limit the sources or increase the prices of materials used in our products. Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers, which could place us at a competitive disadvantage, and our reputation may be harmed. In addition, our customers may begin to require reports on our sourcing of other minerals or substances, which may impact our ongoing operations and increase our operating costs.
New climate change laws and regulations could require us to change our manufacturing processes or obtain substitute materials that may cost more or be less available for our manufacturing operations. Various jurisdictions in which we do business have implemented, or in the future could implement or amend, restrictions on emissions of carbon dioxide or other greenhouse gases, limitations or restrictions on water use, regulations on energy management and waste management, and other climate change-based rules and regulations, which may increase our expenses and adversely affect our operating results. We expect increased worldwide regulatory activity relating to climate change in the future.
Furthermore, environmental regulations often require parties to fund remedial action for violations of such regulations regardless of fault. Consequently, it is often difficult to estimate the future impact of environmental matters, including potential liabilities. In addition, our customers increasingly require warranties or indemnity relating to compliance with environmental regulations. The amount of expense and capital expenditures that might be required to satisfy environmental liabilities, to complete remedial actions, and to continue to comply with applicable environmental laws may have a material adverse effect on our business, results of operations, and financial condition.
In addition, increasing governmental and societal attention to environmental, social, and governance (“ESG”) matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on ESG topics such as climate change, carbon emissions, water usage, waste management, human capital, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. We expect that these and other rapidly changing laws, regulations, policies, interpretations, and expectations, as well as increased enforcement actions by various governmental and regulatory agencies, will continue to increase the cost of our compliance and internal risk management programs and to alter the environment in which we do business, which could have a material adverse effect on our business, results of operations, and financial condition. If our ESG practices and disclosures do not meet the expectations and standards of our stockholders, customers, and other industry stakeholders, our reputation and business activities may be negatively impacted and our appeal to certain investors may be reduced.
Risks associated with cybersecurity and intellectual property protection
We may not be able to prevent, or timely detect, information technology security breaches.
Security breaches, phishing, spoofing, attempts by others to gain unauthorized access to our information technology systems, networks, and databases, and other cyberattacks continue to become more sophisticated and persistent and are sometimes successful. These incidents, which might be related to industrial, state-sponsored, and/or economic espionage, or financial cyber extortion or fraud, include covertly introducing malware and spyware to our computers, networks, and products (or to an electronic system operated by a third party for our benefit) and impersonating authorized users, among others. We seek to prevent, detect, and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude, duration, and effects. The theft, unauthorized use, transfer, or publication of our intellectual property, our confidential business, financial, and/or technical information, or the personal data of our employees and customers by third parties or by our employees could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, or otherwise adversely affect our business and technology development. To the extent that any security breach or other cybersecurity incident results in inappropriate disclosure of our customers’, suppliers’, licensees’, or employees’ confidential or personal information, we may incur liability, face contractual and regulatory fines and penalties, and sustain significant financial resources to remediate such breach. Such an incident could, among other things, also damage our reputation, impair our ability to attract and retain our customers, impact our stock price, and materially damage our supplier relationships. If a ransom-style cyberattack or similar incident impedes our ability to use or access our information systems for an extended period of time, this could adversely affect our business operations and financial results. In addition, certain suppliers and other third parties with whom we conduct business, including foundries, assembly and test contractors, and distributors, have been, and are likely to continue to be, subject to cybersecurity incidents, misappropriation efforts, or network disruptions that could jeopardize our proprietary or sensitive data, impact such third parties’ ability to meet their obligations to us, or otherwise negatively impact our ongoing business operations. Geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine and the tensions between China and Taiwan, may create a heightened risk of cybersecurity incidents. We expect to continue devoting significant resources to the security of our information technology systems, networks, and databases, including through the training of our employees and monitoring the security posture of critical third parties who have access to our systems or sensitive data. However, we cannot ensure that these security measures and monitoring efforts will be sufficient to prevent or mitigate the damage caused by a cybersecurity incident or network disruption, and our systems may be vulnerable to hacking, insider threats, employee error or manipulation, theft, system malfunctions, or other adverse events. While we maintain insurance coverage to mitigate some of these risks, such coverage may be insufficient to cover all losses or all types of claims that may arise. Further, China has implemented, and other countries or regions may implement, cybersecurity laws that require companies’ overall information technology security environment to meet certain standards and/or be certified. Such laws may be complex, ambiguous, and subject to interpretation, which may create uncertainty regarding compliance. As a result, our efforts to comply with such laws, to the extent applicable, may be expensive and may fail, which could adversely affect our business, results of operations, and cash flows. In addition, certain of our products contain firmware that incorporates or is derived from “open source” software that generally is made publicly available by its developers or other third parties. Risks related to the use of open source software include, but are not limited to, the introduction of cybersecurity vulnerabilities into our products or development platforms, our compliance with applicable licensing terms, subjecting certain of our derivative works or software enhancements to public disclosure and/or unfavorable licensing conditions, potential restrictions on our ability to market the firmware associated with our products, and enhanced governmental or other third-party scrutiny of our products.
In order to remain competitive, we must be able to successfully protect our intellectual property rights.
We rely on patent, copyright, trademark, trade secret, and other intellectual property rights and laws, as well as nondisclosure and confidentiality agreements and other methods, to protect our confidential and proprietary technologies, inventions, information, data, devices, algorithms, processes, and other intellectual property. In addition, we often incorporate the intellectual property of our customers, suppliers, or other third parties into our designs, and we have obligations with respect to the non-use and non-disclosure of such third-party intellectual property. From time to time, it may be necessary to engage in litigation or like activities to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity, enforceability, and scope of proprietary rights of others, including our customers. This could require us to expend significant resources and to divert the efforts and attention of our management and technical personnel from our business operations. Regardless of our actions:
•the steps we take to prevent misappropriation, infringement, dilution, or other violation of our intellectual property or the intellectual property of our customers, suppliers, or other third parties may not be successful,
•any of our existing or future patents, copyrights, trademarks, trade secrets, or other intellectual property rights may be challenged, invalidated, deemed unenforceable, or circumvented, and
•we may be contractually prohibited, or otherwise discouraged, by certain customers from pursuing remedies for third parties’ violations of our intellectual property.
A third party could potentially copy, misappropriate, or otherwise obtain and use our technology without authorization, develop similar technology independently, or design around or invalidate our patents. If any of our intellectual property protection mechanisms fails to protect our technology, it would make it easier for our competitors to offer similar competitive products, potentially resulting in loss of market share and price erosion. Even if we receive a patent, the patent claims may not be broad enough to adequately cover and protect our technology or could be rendered invalid or unenforceable. Furthermore, even if we receive patent protection in the United States, we may not seek, or may not be granted, patent protection in other relevant foreign countries. In addition, effective patent, copyright, trademark, and trade secret protection and enforcement may be unavailable, impractical, or limited for certain technologies and in certain foreign countries.
We attempt to control access to, and distribution of, our proprietary and confidential information through operational, technological, and legal safeguards. Despite our efforts, parties, including current and former employees, consultants, customers, licensees, suppliers, vendors, and other third-party affiliates may attempt to copy, disclose, transfer, misappropriate or obtain access to our information without our authorization. Furthermore, attempts by computer hackers to gain unauthorized access to our systems or information could result in our confidential and/or proprietary information being compromised or our manufacturing and other business operations being interrupted. While we make reasonable attempts to prevent such unauthorized access or misappropriation, we may be unable to anticipate, detect, or stop the methods used, or we may be unable to prevent the release of our confidential and/or proprietary information or that of a third party.
We are subject to the risks of licensing third-party intellectual property.
We sell products in markets that are characterized by rapid technological changes, evolving industry standards, frequent new product introductions, short product life cycles, and increasing levels of integration. Many of our products currently use or incorporate technology licensed or acquired from third parties and we expect our products in the future to also require technology from third parties. Our ability to keep pace with this market depends on our ability to obtain technology from third parties on commercially reasonable terms to allow our products to remain competitive. If licenses to such technology for our current or future products become unavailable or the terms on which they are available become commercially unreasonable, and we cannot otherwise acquire or integrate such technology, our products or our customers’ products could become unmarketable or obsolete, we could lose market share, and our business could be adversely affected. In such instances, we could also incur substantial unanticipated costs or scheduling delays to develop or acquire substitute technology to deliver competitive products. These risks are heightened with respect to certain of our products that incorporate increasing amounts of digital circuit content that is subject to third-party intellectual property rights.
Risks associated with claims and litigation
We may be subject to warranty claims, product recalls, liability claims, and risks of litigation.
Although we invest significant resources in the testing of our products, from time to time we become aware of alleged defects in our products after they have been shipped, and we may be required to incur additional development and remediation costs or cash payments to settle claims pursuant to warranty and indemnification provisions in our customer contracts and purchase orders. Certain of our products, including “high reliability” solutions, may not be able to perform under stringent operating conditions. Examples of our “high reliability” solutions include applications intended for the aerospace, automotive, defense, and medical markets. The potential liabilities associated with these, and similar, provisions in certain of our customer contracts are in some cases capped at significant amounts, and in other cases are uncapped. In addition, because our customers typically integrate our products into other devices, and because we typically do not have a direct relationship with the end customers of our products, our products may be used in applications for which they were not necessarily designed or tested, and they may not perform as anticipated in such applications. Depending on the nature of any product defect claims, we may not be able to recoup our losses from our third-party suppliers. Investigating, analyzing, and/or remediating alleged product defects may divert our technical and other resources from other product development efforts and could result in claims against us by our customers or third parties, including liability for costs associated with product recalls, indemnification claims, product redesigns, or obligations under customer contracts. If any of our products contain defects, or have reliability, quality, or compatibility problems, our reputation may be damaged, and we could be subject to liability claims, which could make it more difficult for us to sell our products to existing and prospective customers and could adversely affect our operating results. Furthermore, such losses would not be covered under our existing corporate insurance programs. In addition, in the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties. Furthermore, force majeure clauses in our contracts could limit our ability to pursue remedies for certain third-party disruptions and delays. From time to time, we
are, and may become, involved in litigation. We are the plaintiff in some of these actions and the defendant in others. Such actions could result in the imposition of various remedies such as injunctions or monetary damages, which if awarded could materially harm our business. From time to time, we are, and may become, the subject of inquiries, requests for information, or investigations by government and regulatory agencies regarding our business. Any such matters, regardless of their merit or resolution, could be costly and divert the efforts and attention of our management, damage our reputation, or otherwise adversely affect our business.
We may be subject to claims of infringement of third-party intellectual property rights or demands that we license third-party technology.
The semiconductor industry is characterized by vigorous protection, enforcement, and pursuit of intellectual property rights. Third parties have asserted, and may in the future assert, patent, copyright, trademark, and other intellectual property rights against technologies that are important to our business and manufacturing operations and have demanded and may in the future demand that we license their technology or refrain from using it.
Any litigation to determine the validity of any allegations that our products infringe or may infringe or misappropriate the intellectual property rights of another party, including indemnification claims arising from our contractual obligations to our customers, regardless of their merit or resolution, could be costly and divert the efforts and attention of our management and technical personnel. Regardless of the merits of any specific claim, we may not prevail in litigation because of the complex technical issues and inherent uncertainties in intellectual property litigation or the assessment of these claims. If litigation were to result in an adverse ruling, we could be required to:
•pay substantial damages,
•cease the manufacture, import, use, sale, or offer for sale of infringing products or processes,
•discontinue the use of infringing technology,
•expend significant resources to develop an alternate non-infringing technology, and
•license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms.
Our operating results or financial condition may be materially adversely affected if we, or one of our customers, were required to take any one or more of the foregoing actions.
In addition, if another supplier to one of our customers, or a customer of ours itself, were found to be infringing upon the intellectual property rights of a third party, the supplier or customer could be ordered to cease the manufacture, import, use, sale, or offer for sale of its infringing product(s) or process(es), either of which could result, indirectly, in a decrease in demand from our customers for our products. If such a decrease in demand for our products were to occur, it could have an adverse impact on our operating results.
Risks associated with owning our common stock
Our stock price has been volatile and may fluctuate in the future.
The trading price of our common stock has fluctuated and may continue to fluctuate significantly. Such fluctuations may be influenced by many factors, including:
•the volatility of the financial markets,
•uncertainty regarding the prospects of the domestic and foreign economies,
•instability in global credit and financial markets,
•our performance and prospects, and the performance and prospects of our major customers and competitors,
•the extent of the impact of the COVID-19 pandemic,
•our revenue concentrations with relatively few customers,
•the depth and liquidity of the market for our common stock,
•the inclusion, exclusion, or removal of our stock from market indices, such as the S&P 500 Index,
•our stock repurchase and dividend activities,
•the timing of our repayment of outstanding indebtedness,
•investor perception of us and the industry in which we operate,
•changes in the market valuations of other companies, including, but not limited to, those in our industry,
•changes in earnings estimates, price targets, or buy/sell recommendations by analysts,
•domestic and international political conditions,
•domestic and international tax, fiscal, and trade policy decisions, and
•our ability to successfully identify, acquire, and integrate acquisition candidates.
Public stock markets have experienced price and trading volume volatility. This volatility has affected, and could significantly and negatively affect in the future, the market prices of securities of many technology companies, particularly the market price of our common stock.
In addition, fluctuations in our stock price, volume of shares traded, and changes in our trading multiples may make our stock attractive to momentum, hedge, day-trading, or activist investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction. We have been, and in the future may be, the subject of commentary by financial news media. Such commentary may contribute to volatility in our stock price. If our operating results do not meet the expectations of securities analysts, the financial news media, or investors, our stock price may decline, possibly substantially over a short period of time.
There can be no assurance that we will continue to declare cash dividends or repurchase our stock.
We pay, and intend to continue to pay, quarterly cash dividends, subject to capital availability and periodic determinations made by our Board of Directors that cash dividends are in the best interest of our stockholders. In addition, from time to time the Board of Directors approves stock repurchase programs, pursuant to which we are authorized to repurchase shares of our common stock on the open market or in privately negotiated transactions.
Future cash dividends and the amount and timing of our stock repurchases may be affected by, among other factors:
•our views on potential future capital requirements, including those related to acquisitions as well as research and development,
•our ability to generate sufficient earnings and cash flows,
•our use of cash to consummate various acquisition transactions,
•our repayment of principal and interest on our indebtedness,
•capital requirements related to cash dividends and stock repurchase programs,
•changes in federal and state income tax laws or corporate laws, and
•changes to our business model.
Our cash dividend payments may change from time to time, and we cannot provide assurance that we will increase our cash dividend payment or declare cash dividends in any particular amounts or at all. A reduction in our cash dividend payments or a reduction in the level of our stock repurchases could have a negative effect on our stock price.
Certain provisions in our organizational documents and Delaware law may make it difficult for someone to acquire control of us.
We have certain anti-takeover measures that may affect our common stock. Our certificate of incorporation, our by-laws, and the Delaware General Corporation Law contain several provisions that would make it more difficult to acquire control of us in a transaction not approved by our Board of Directors. Our certificate of incorporation and by-laws include provisions such as:
•the ability of our Board of Directors to issue shares of preferred stock in one or more series without further authorization of stockholders,
•a prohibition on stockholder action by written consent,
•a requirement that stockholders provide advance notice of any stockholder nominations of directors or any proposal of new business to be considered at any meeting of stockholders,
•a requirement that the affirmative vote of at least 80% of our shares be obtained to amend or repeal the provisions of our certificate of incorporation relating to the election and removal of directors or the right to act by written consent,
•a requirement that the affirmative vote of at least 80% of our shares be obtained for business combinations unless approved by a majority of the members of the Board of Directors and, in the event that the other party to the business combination is the beneficial owner of 5% or more of our shares, a majority of the members of the Board of Directors in office prior to the time such other party became the beneficial owner of 5% or more of our shares, and
•a fair price provision, as well as a requirement that the affirmative vote of at least 90% of our shares be obtained to amend or repeal the fair price provision.
In addition to the provisions in our certificate of incorporation and by-laws, Section 203 of the Delaware General Corporation Law generally provides that a corporation may not engage in any business combination with any interested stockholder during the three-year period following the time that such stockholder becomes an interested stockholder, unless a majority of the directors then in office approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder or specified stockholder approval requirements are met.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
We maintain our primary executive offices in Irvine, California. For information regarding property, plant, and equipment by geographic region for each of the last three fiscal years, see Note 15 to Item 8 of this Annual Report on Form 10-K. The following table sets forth our principal facilities:
| | | | | | | | | | | | | | | | | | | | |
LocationAlan S. Batey
| | Owned/Leased, age 60, has been a director since 2019. Mr. Batey served as Executive Vice President and President of North America for General Motors Company (a publicly traded automotive manufacturer), as well as the Global Brand Chief for Chevrolet, a division of General Motors Company, from 2014 until 2019. His career spans more than 39 years with General Motors where he held various senior management positions in operations, marketing, and sales around the world.
| | Other Public Company Boards Current
Square Footage
| | Past 5 Years Primary Function•None
|
Singapore, Singapore | | Leased | | 405,700 | | Filter manufacturing |
Osaka, Japan | | Owned (1) | | 383,600 | | Filter manufacturing |
Mexicali, Mexico | | Leased | | 380,900 | | Manufacturing and office space |
Mexicali, Mexico | | Owned | | 380,000 | | Manufacturing and office space |
Irvine, California | | Leased | | 218,000 | | Design center and office space |
Woburn, Massachusetts | | Owned | | 158,000 | | Manufacturing and office space |
Kadoma, Japan | | Leased | | 123,100 | | Filter manufacturing and office space (2) |
Adamstown, Maryland | | Owned | | 121,200 | | Manufacturing and office space |
Newbury Park, California | | Owned | | 111,600 | | Manufacturing and office space |
Newbury Park, California | | Leased | | 110,000 | | Design center |
Austin, Texas | | Leased | | 98,313 | | Design center and office space |
(1) The Company ownsQualifications: We believe that Mr. Batey’s qualifications to serve as a director include his extensive senior management experience at General Motors, where he developed expertise on a broad set of complex strategic, operational, and technological matters involving the building andautomotive industry, an industry that is expected to be a growth market for the land is leased for approximately 40 years expiring in 2061.
(2) The Company has transitioned all filter manufacturing operations from Kadoma, Japan to Osaka, Japan as of September 30, 2022.
ITEM 3. LEGAL PROCEEDINGS.
The information set forth under Note 12 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, ANDISSUER PURCHASES OF EQUITY SECURITIES.Company.
Market Information and Dividends
Our common stock is traded on the Nasdaq Global Select Market under the symbol “SWKS”.
The number of stockholders of record of our common stock as of November 3, 2022, was 8,679. On November 3, 2022, the Company announced that the Board of Directors had declared a cash dividend of $0.62 per share of common stock, payable on December 13, 2022, to stockholders of record as of November 22, 2022. We pay, and intend to continue to pay, quarterly dividends subject to capital availability and periodic determinations made by our Board of Directors that cash dividends are in the best interests of our stockholders.
Future cash dividends may be affected by, among other items, our views on potential future capital requirements, including those relating to research and development, creation and expansion of investments and acquisitions, stock repurchase programs, debt issuances and repayments, changes in federal and state income tax law, and changes to our business model.
Issuer Purchases of Equity Securities
The following table provides information regarding repurchases of common stock made during the three months ended September 30, 2022:
| | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
| 07/02/22 - 07/29/22 | 336,495 | (2) | $96.39 | 317,196 | $1.2 billion |
| 07/30/22 - 08/26/22 | 292,157 | (3) | $107.34 | 280,855 | $1.1 billion |
| 08/27/22 - 09/30/22 | 200,000 | (4) | $99.31 | 200,000 | $1.1 billion |
| 828,652 | | | 798,051 | |
_________________________
(1) We announced on January 28, 2021 that our Board of Directors had approved a stock repurchase program on January 26, 2021, which authorizes the repurchase of up to $2.0 billion of our common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements, and which is scheduled to expire on January 26, 2023.
(2) 317,196 shares were repurchased at an average price of $96.01 per share as part of our stock repurchase program, and 19,299 shares were repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements with an average price of $102.96 per share.
(3) 280,855 shares were repurchased at an average price of $106.88 per share as part of our stock repurchase program, and 11,302 shares were repurchased by us at the fair market value of the common stock as of the applicable purchase date, in connection with the satisfaction of tax withholding obligations under equity award agreements with an average price of $111.39 per share.
(4) Represents shares repurchased by us as a part of our stock repurchase program.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.
The following discussion and analysis of our financial condition and results ofoperations should be read in conjunction with our consolidated financialstatements and related notes that appear elsewhere in this Annual Report onForm 10-K. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including, but not limited to, those described below and in Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
OVERVIEW
We, together with our consolidated subsidiaries, are empowering the wireless networking revolution. Our highly innovative analog and mixed-signal semiconductors are connecting people, places, and things, spanning a number of new and previously unimagined applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearable markets.
Impact of COVID-19
The COVID-19 pandemic and the resulting economic downturn are affecting business conditions in our industry. The duration, severity, and future impact of the pandemic, including as a result of more contagious variants of the virus that causes COVID-19, continue to be highly uncertain and could still result in significant disruptions to our business operations, as well as negative impacts to our financial condition. Like many companies in the semiconductor industry, we are experiencing various supply constraints due to the pandemic. While we are working with our global supply chain partners to mitigate this risk, the duration and extent of the supply chain disruptions remain uncertain.
RESULTS OF OPERATIONS
Fiscal Years Ended September 30, 2022, October 1, 2021, and October 2, 2020.
The following table sets forth the results of our operations expressed as a percentage of net revenue. See Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended October 1, 2021, filed with the SEC on November 24, 2021, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 28, 2022 (the “2021 10-K”), for Management’s Discussions and Analysis of Financial Condition and Results of Operations for the fiscal year ended October 2, 2020.
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| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Net revenue | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of goods sold | 52.5 | | | 50.8 | | | 51.9 | |
| Gross profit | 47.5 | | | 49.2 | | | 48.1 | |
| Operating expenses: | | | | | |
| Research and development | 11.3 | | | 10.3 | | | 13.7 | |
| Selling, general, and administrative | 6.0 | | | 6.3 | | | 6.9 | |
| Amortization of intangibles | 1.8 | | | 0.7 | | | 0.4 | |
| Restructuring, impairment, and other charges | 0.6 | | | 0.2 | | | 0.4 | |
| Total operating expenses | 19.7 | | | 17.6 | | | 21.5 | |
| Operating income | 27.8 | | | 31.6 | | | 26.6 | |
| Interest expense | (0.9) | | | (0.3) | | | — | |
| | | | | |
| Income before income taxes | 26.9 | | | 31.3 | | | 26.6 | |
| Provision for income taxes | 3.7 | | | 2.0 | | | 2.3 | |
| Net income | 23.2 | % | | 29.3 | % | | 24.3 | % |
General
During the fiscal year ended September 30, 2022, the following key factors contributed to our overall results of operations, financial position, and cash flows:
•Net revenue increased 7.4% to $5,485.5 million in fiscal 2022, as compared to $5,109.1 million in fiscal 2021. This increase in revenue was driven primarily by our acquisition in the fourth quarter of fiscal 2021 of the Infrastructure and Automotive business of Silicon Laboratories Inc. (the “Acquisition”) to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home. The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including for 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.
•Our ending cash, cash equivalents, and marketable securities balance decreased 43% to $586.8 million in fiscal 2022, as compared to $1,027.2 million in fiscal 2021. The decrease in cash, cash equivalents, and marketable securities during fiscal 2022 was primarily due to the repurchase of 6.5 million shares of common stock for $886.8 million, capital expenditures of $489.4 million, and dividend payments of $373.1 million, partially offset by cash generated from operations of $1,424.6 million.
Net Revenue
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Net revenue | $ | 5,485.5 | | | 7.4% | | $ | 5,109.1 | | | 52.3% | | $ | 3,355.7 | |
We market and sell our products directly to OEMs of communications and electronics products, third-party original design manufacturers and contract manufacturers, and indirectly through electronic components distributors. We generally experience seasonal peaks during our fourth and first fiscal quarters (which correspond to the second half of the calendar year), primarily as a result of increased worldwide production of consumer electronics in anticipation of increased holiday sales, whereas our second and third fiscal quarters are typically lower and in line with seasonal industry trends.
The increase in net revenue in fiscal 2022, as compared to fiscal 2021, was driven primarily by the Acquisition in the fourth quarter of fiscal 2021 to support high-growth market segments, such as automotive including electric and hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication and data center, and smart home. The increase in net revenue was also driven in part by an increase in demand for next-generation wireless connectivity products, including 5G and advanced Wi-Fi solutions, from major OEMs and the associated increases in average content per device for these products, offset by a decrease in demand for our mobile products from smartphone customers in China.
For information regarding net revenue by geographic region and customer concentration, see Note 15 to Item 8 of this Annual Report on Form 10-K.
Gross Profit
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Gross profit | $ | 2,604.3 | | | 3.7% | | $ | 2,512.4 | | | 55.8% | | $ | 1,612.9 | |
| % of net revenue | 47.5 | % | | | | 49.2 | % | | | | 48.1 | % |
Gross profit represents net revenue less cost of goods sold. Our cost of goods sold consists primarily of purchased materials, labor, and overhead (including depreciation, share-based compensation, and amortization of acquisition intangibles, including inventory step-up expense) associated with product manufacturing. As part of our normal course of business, we intend to improve gross profit with efforts to increase unit volumes, improve manufacturing efficiencies, lower manufacturing costs of existing products, and by introducing new and higher value-added products.
The increase in gross profit in fiscal 2022, as compared to fiscal 2021, was primarily the result of a favorable product mix, including volume increases for new product introductions, with a gross profit impact of $453.8 million, partially offset by lower comparable unit volumes and an increase in amortization of acquisition intangibles, including inventory step-up due to additional intangible assets acquired as part of the Acquisition during the fourth quarter of fiscal 2021.
Research and Development
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Research and development | $ | 617.9 | | | 16.1% | | $ | 532.3 | | | 14.7% | | $ | 464.1 | |
| % of net revenue | 11.3 | % | | | | 10.4 | % | | | | 13.8 | % |
Research and development expenses consist primarily of direct personnel costs including share-based compensation expense, costs for pre-production evaluation and testing of new devices, non-production masks, engineering prototypes, and design tool costs.
The increase in research and development expense in fiscal 2022, as compared to fiscal 2021, was primarily related to headcount-related expenses, including share-based compensation, as a result of our increased investment in developing new technologies and products. The increase in headcount was partially due to the Acquisition in the fourth quarter of fiscal 2021.
Selling, General, and Administrative
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Selling, general, and administrative | $ | 329.8 | | | 2.3% | | $ | 322.5 | | | 39.4% | | $ | 231.4 | |
| % of net revenue | 6.0 | % | | | | 6.3 | % | | | | 6.9 | % |
Selling, general, and administrative expenses include legal and related costs, accounting, treasury, human resources, information systems, customer service, bad debt expense, sales commissions, share-based compensation expense, advertising, marketing, costs associated with business combinations completed or contemplated during the period, and other costs.
The increase in selling, general, and administrative expenses in fiscal 2022, as compared to fiscal 2021, was primarily related to increases in headcount-related expenses, partially offset by a decrease in acquisition costs each as a result of the Acquisition in the fourth quarter of fiscal 2021.
Amortization of Intangibles
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Amortization of intangibles | $ | 98.9 | | | 174.7% | | $ | 36.0 | | | 205.1% | | $ | 11.8 | |
| % of net revenue | 1.8 | % | | | | 0.7 | % | | | | 0.4 | % |
The increase in amortization expense for fiscal 2022, as compared to fiscal 2021, was primarily due to the intangible assets acquired during the fourth quarter of fiscal 2021 as part of the Acquisition.
Restructuring, Impairment, and Other Charges
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Restructuring, impairment, and other charges | $ | 30.7 | | | 244.9% | | 8.9 | | (35.5)% | | 13.8 |
| % of net revenue | 0.6 | % | | | | 0.2 | % | | | | 0.4 | % |
Restructuring, impairment, and other charges incurred in fiscal 2022 were primarily related to the abandonment of previously capitalized in-process research and development (“IPR&D”) projects.
Restructuring, impairment, and other charges incurred in fiscal 2021 were primarily related to an impairment on property, plant, and equipment.
Interest Expense
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| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Interest expense | $ | 47.9 | | | 257.5% | | $ | 13.4 | | | 100.0% | | $ | — | |
| % of net revenue | 0.9 | % | | | | 0.3 | % | | | | — | % |
The increase in interest expense for fiscal 2022, as compared to fiscal 2021, was due to the issuance of the Notes (as defined below) in May 2021 and the borrowing of the Term Loans (as defined below) in July 2021.
Provision for Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | Change | | October 1,
2021 | | Change | | October 2,
2020 |
| (dollars in millions) | | | | | | | | | |
| Provision for income taxes | $ | 201.4 | | | 100.6% | | $ | 100.4 | | | 30.6% | | $ | 76.9 | |
| % of net revenue | 3.7 | % | | | | 2.0 | % | | | | 2.3 | % |
The annual effective tax rate for fiscal 2022 of 13.6% was less than the United States federal statutory rate of 21.0% resulting primarily from foreign earnings taxed at rates lower than the federal statutory rate, a benefit from foreign-derived intangible income deduction (“FDII”), windfall tax deductions, research and development credits, and foreign tax credits, partially offset by a tax on global intangible low-taxed income (“GILTI”) and an increase in the reserves for uncertain tax positions.
The increase in income tax expense in fiscal 2022, as compared to fiscal 2021, was primarily due to a prior period decrease in the reserve for uncertain tax positions, partially offset by a decrease in income from operations and an increase in windfall tax deductions in the current period.
See Note 9 to Item 8 of this Annual Report on Form 10-K for additional information regarding income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Set forth below is a summary of our cash flows for the periods indicated:
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| Fiscal Years Ended |
| (in millions) | September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Cash and cash equivalents at beginning of period | $ | 882.9 | | | $ | 566.7 | | | $ | 851.3 | |
| Net cash provided by operating activities | 1,424.6 | | | 1,772.0 | | | 1,204.5 | |
| Net cash used in investing activities | (378.9) | | | (3,133.2) | | | (581.4) | |
| Net cash provided by (used in) financing activities | (1,362.6) | | | 1,677.4 | | | (907.7) | |
| Cash and cash equivalents at end of period | $ | 566.0 | | | $ | 882.9 | | | $ | 566.7 | |
Cash provided by operating activities:
Cash provided by operating activities consists of net income for the period adjusted for certain non-cash items and changes in certain operating assets and liabilities. The $347.4 million decrease in cash provided by operating activities for fiscal 2022, as compared to fiscal 2021, was primarily related to unfavorable changes in working capital of $523.7 million, due primarily to increases in inventory and cash with deposits with suppliers.
Cash used in investing activities:
Cash used in investing activities consists primarily of capital expenditures and cash paid related to the purchase of marketable securities, offset by cash received related to the sale or maturity of marketable securities. The $2,754.3 million decrease in cash used in investing activities for fiscal 2022, as compared to fiscal 2021, was primarily related to a $2,751.0 million decrease in cash payments made for the fiscal 2021 acquisitions.
Cash provided by (used in) financing activities:
Cash used in financing activities consists primarily of proceeds and payments related to our long-term borrowings and cash transactions related to equity. The $3,040.0 million decrease in cash provided by financing activities for fiscal 2022, as compared to fiscal 2021, was primarily related to a decrease of $2,488.2 million in cash provided by long-term borrowings, an increase of $691.2 million in stock repurchase activity, a decrease of $200.0 million in repayments of Term Loans (as defined below), an increase of $33.3 million related to the minimum statutory payroll tax withholdings upon vesting of employee performance and restricted stock awards, and an increase of $32.5 million in dividend payments.
Liquidity:
Cash, cash equivalents, and marketable securities totaled $586.8 million as of September 30, 2022, representing a decrease of $440.3 million from October 1, 2021.
We have outstanding $500.0 million of Notes Due 2023, $500.0 million of Notes Due 2026, and $500.0 million of Notes Due 2031 (the “Notes”). We have a term credit agreement (the “Term Credit Agreement”) providing for a $1.0 billion term loan facility (the “Term Loan Facility”). On July 26, 2021, the Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”) under the Term Loan Facility to finance a portion of the purchase price for the Acquisition and to pay fees and expenses incurred in connection therewith. During fiscal 2022 and 2021, the Company repaid $50.0 million and $250.0 million of outstanding borrowings under the Term Loans, respectively. As of September 30, 2022, there were $700.0 million of borrowings outstanding under the Term Credit Agreement. We have a Revolving Credit Agreement (the “Revolving Credit Agreement”)under which we may borrow up to $750.0 million for general corporate purposes and working capital needs of the Company and its subsidiaries. As of September 30, 2022, there were no borrowings outstanding under the revolving credit facility (the “Revolver”). The Revolving Credit Agreement expires July 26, 2026.
For a description of contractual obligations, such as taxes, leases, and debt, see Note 9, Note 11, and Note 17 to Item 8 of this Annual Report on Form 10-K, respectively.
Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, the cash we expect to generate from operations, and funds from our Revolver, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, potential acquisitions, working capital, quarterly cash dividend payments (if such dividends are declared by the Board of Directors), outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash on hand, cash generated from operations, and funds from our Revolver will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.
Our invested cash balances primarily consist of highly liquid marketable securities that are available to meet near-term cash requirements including: term deposits, certificates of deposit, money market funds, U.S. Treasury securities, agency securities, corporate debt securities, and commercial paper.
CRITICAL ACCOUNTING ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting policies as those that are both most important to the portrayal of our financial condition and results and which require our most difficult, complex, or subjective judgments or estimates. Based on this definition, our most critical accounting policies include revenue recognition, which impacts the recording of net revenue; inventory valuation, which impacts the cost of goods sold and gross margin; and income taxes, which impacts the income tax provision. These policies and significant judgments involved are discussed further below. We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our significant accounting policies are described in Note 2 to Item 8 of this Annual Report on Form 10-K.
Revenue Recognition. We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers net of estimated reserves. Our revenue reserves contain uncertainties because they require management to make assumptions and to apply judgment to estimate the value of future credits to customers for product returns, price protection, price adjustments, and stock rotation for products sold to certain electronic component distributors. We base these estimates on the expected value method considering all reasonably available information, including our historical experience and current expectations, and are reflected in the transaction price when sales are recorded. Changes in actual demand or market conditions could adversely or beneficially impact our reserve calculations.
Inventory Valuation. We value our inventory at the lower of cost or net realizable value. Reserves for excess and obsolete inventory are established on a quarterly basis and are based on a detailed analysis of aged material, salability of our inventory, market conditions, and product life cycles. Once reserves are established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory. Our reserves contain uncertainties because the calculation requires management to make assumptions and to apply judgment regarding historical experience, market conditions, and technological obsolescence. Changes in actual demand or market conditions could adversely impact our reserve calculations.
Income Taxes. The application of tax laws and regulations to calculate our tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. We recognize potential liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest will be due. We record an amount as an estimate of probable additional income tax liability at the largest amount that we feel is more likely than not, based upon the technical merits of the position, to be sustained upon audit by the relevant tax authority.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to overall financial market risks, such as changes in market liquidity, credit quality, investment risk, interest rate risk, and foreign exchange rate risk as described below.
Investment and Interest Rate Risk
Our exposure to interest rate and general market risks relates to our Term Credit Facility, which has variable interest rates, and our investment portfolio. As of September 30, 2022, there were $700.0 million of borrowings outstanding under the Term Credit Agreement, and a potential change in the associated interest rates would be immaterial to the results of our operations. Our investment portfolio consists of cash and cash equivalents (money market funds and marketable securities purchased with less than ninety days until maturity) that total approximately $566.0 million, and marketable securities (U.S. Treasury and government securities, corporate bonds and notes, and municipal bonds) that total approximately $20.3 million and $0.5 million within short-term and long-term marketable securities, respectively, as of September 30, 2022.
The main objectives of our investment activities are liquidity and preservation of capital. Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk. Our marketable securities consist of short-term and long-term maturity periods between 90 days and two years. Credit risk associated with our investments is not material because our investments are diversified across several types of securities with high credit ratings, which reduces the amount of credit exposure to any one investment.
Based on our results of operations for the fiscal year ended September 30, 2022, a hypothetical reduction in the interest rates on our cash, cash equivalents, and other investments to zero would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.
We do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations.
Foreign Exchange Rate Risk
Substantially all sales to customers and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, thereby reducing the impact of foreign exchange rate fluctuations on our results. A percentage of our international operational expenses are denominated in foreign currencies, and exchange rate volatility could positively or negatively impact those operating costs. For the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, we had foreign exchange losses of $1.4 million, $0.5 million, and $5.9 million, respectively. Increases in the value of the United States dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Given the relatively small number of customers and arrangements with third-party manufacturers denominated in foreign currencies, we do not believe that foreign exchange volatility has a material impact on our current business or results of operations. However, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies.
We may enter into foreign currency forward and options contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows, and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. For the fiscal year ended September 30, 2022, we had no outstanding foreign currency forward or options contracts with financial institutions.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the Company are included herewith:
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(1) | ReportKevin L. Beebe, age 64, has been a director since 2004. He has been President and Chief Executive Officer of Independent Registered Public Accounting Firm2BPartners, LLC (a partnership that provides strategic, financial, and operational advice to private equity investors and management) since 2007. In 2014, Mr. Beebe became a founding partner of Astra Capital Management (a private equity firm based in Washington, D.C.). Previously, beginning in 1998, he was Group President of Operations at ALLTEL Corporation (a telecommunications services company). | |
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(2) | Other Public Company Boards Current | Page •39Frontier Communications Parent, Inc. (formerly Frontier Communications Corporation), Lead Independent Director |
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(3) | Past 5 Years | (until 2021) Page •40Altimar Acquisition Corp. II (until 2021) |
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(6) | | |
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(7) | Notes to Consolidated Financial Statements | Page 44 through 63NII Holdings, Inc. (until 2019) |
ReportWe believe that Mr. Beebe’s qualifications to serve as a director include his two decades of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Skyworks Solutions, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Skyworks Solutions, Inc. and subsidiaries (the Company)experience as of September 30, 2022 and October 1, 2021, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the yearsan operating executive in the three-year period ended September 30, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and October 1, 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,wireless telecommunications industry as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,his experience and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arisingrelationships gained from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosuresadvising leading private equity firms that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Application of tax laws and regulations
As discussed in Note 2 and Note 9 to the consolidated financial statements, the Company recorded an income tax provision of $201.4 million for the year ended September 30, 2022, which is comprised of current and deferred taxes on domestic and foreign income. The application of tax laws and regulations to calculate tax liabilities is subject to legal and factual interpretation, judgment, and uncertainty in a multitude of jurisdictions. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.
We identified the evaluation of the application of tax laws and regulations in certain jurisdictions as a critical audit matter. Challenging auditor judgment and the involvement of tax professionals with specialized skills and knowledge were required due to the Company’s application of the tax laws and regulations within the manually prepared income tax provision.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s income tax process, including controls relating to the application of the tax laws and regulations. We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s application of the tax laws and regulations in certain jurisdictions, including the resulting calculations, within the manually prepared income tax provision.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Irvine, California
November 22, 2022
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Net revenue | $ | 5,485.5 | | | $ | 5,109.1 | | | $ | 3,355.7 | |
| Cost of goods sold | 2,881.2 | | | 2,596.7 | | | 1,742.8 | |
| Gross profit | 2,604.3 | | | 2,512.4 | | | 1,612.9 | |
| Operating expenses: | | | | | |
| Research and development | 617.9 | | | 532.3 | | | 464.1 | |
| Selling, general, and administrative | 329.8 | | | 322.5 | | | 231.4 | |
| Amortization of intangibles | 98.9 | | | 36.0 | | | 11.8 | |
| Restructuring, impairment, and other charges | 30.7 | | | 8.9 | | | 13.8 | |
| Total operating expenses | 1,077.3 | | | 899.7 | | | 721.1 | |
| Operating income | 1,527.0 | | | 1,612.7 | | | 891.8 | |
| Interest expense | (47.9) | | | (13.4) | | | — | |
| Other expense, net | (2.5) | | | (0.6) | | | (0.1) | |
| Income before income taxes | 1,476.6 | | | 1,598.7 | | | 891.7 | |
| Provision for income taxes | 201.4 | | | 100.4 | | | 76.9 | |
| Net income | $ | 1,275.2 | | | $ | 1,498.3 | | | $ | 814.8 | |
| Earnings per share: | | | | | |
| Basic | $ | 7.85 | | | $ | 9.07 | | | $ | 4.84 | |
| Diluted | $ | 7.81 | | | $ | 8.97 | | | $ | 4.80 | |
| Weighted average shares: | | | | | |
| Basic | 162.4 | | | 165.2 | | | 168.5 | |
| Diluted | 163.3 | | | 167.0 | | | 169.9 | |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Net income | $ | 1,275.2 | | | $ | 1,498.3 | | | $ | 814.8 | |
| Other comprehensive income (loss), net of tax: | | | | | |
| Fair value of investments | (0.2) | | | (0.5) | | | 0.1 | |
| Pension adjustments | 3.3 | | | 0.4 | | | — | |
| Comprehensive income | $ | 1,278.3 | | | $ | 1,498.2 | | | $ | 814.9 | |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 566.0 | | | $ | 882.9 | |
| Marketable securities | 20.3 | | | 137.2 | |
| Receivables, net of allowances of $0.8 and $0.7, respectively | 1,094.0 | | | 756.2 | |
| Inventory | 1,212.1 | | | 885.0 | |
| Other current assets | 337.5 | | | 204.1 | |
| Total current assets | 3,229.9 | | | 2,865.4 | |
| Property, plant, and equipment, net | 1,604.8 | | | 1,501.6 | |
| Operating lease right-of-use assets | 223.0 | | | 166.1 | |
| Goodwill | 2,176.7 | | | 2,176.7 | |
| Intangible assets, net | 1,444.7 | | | 1,698.6 | |
| Deferred tax assets, net | 52.7 | | | 119.5 | |
| Marketable securities | 0.5 | | | 7.1 | |
| Other long-term assets | 141.5 | | | 55.7 | |
| Total assets | $ | 8,873.8 | | | $ | 8,590.7 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 274.2 | | | $ | 236.0 | |
| Accrued compensation and benefits | 114.3 | | | 135.3 | |
| Current portion of long-term debt | 499.2 | | | — | |
| Other current liabilities | 339.2 | | | 287.2 | |
| Total current liabilities | 1,226.9 | | | 658.5 | |
| Long-term debt | 1,689.9 | | | 2,235.6 | |
| Long-term tax liabilities | 213.5 | | | 222.8 | |
| Long-term operating lease liabilities | 206.9 | | | 144.5 | |
| Other long-term liabilities | 67.6 | | | 32.2 | |
| Total liabilities | 3,404.8 | | | 3,293.6 | |
| Commitments and contingencies (Note 12) | | | |
| Stockholders’ equity: | | | |
| Preferred stock, no par value: 25.0 shares authorized, no shares issued | — | | | — | |
| Common stock, $0.25 par value: 525.0 shares authorized; 160.2 shares issued and outstanding at September 30, 2022, and 165.3 shares issued and outstanding at October 1, 2021 | 40.0 | | | 41.3 | |
| Additional paid-in capital | 11.9 | | | 79.6 | |
| Treasury stock, at cost | — | | | (1.7) | |
| Retained earnings | 5,421.9 | | | 5,185.8 | |
| Accumulated other comprehensive loss | (4.8) | | | (7.9) | |
| Total stockholders’ equity | 5,469.0 | | | 5,297.1 | |
| Total liabilities and stockholders’ equity | $ | 8,873.8 | | | $ | 8,590.7 | |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Cash flows from operating activities: | | | | | |
| Net income | $ | 1,275.2 | | | $ | 1,498.3 | | | $ | 814.8 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Share-based compensation | 195.2 | | | 191.9 | | | 156.6 | |
| Depreciation | 394.4 | | | 332.2 | | | 318.3 | |
| Amortization of intangible assets, including inventory step-up | 295.7 | | | 104.5 | | | 46.0 | |
| Deferred income taxes | 68.4 | | | (59.5) | | | (13.4) | |
| Asset impairment charges | 20.7 | | | 7.1 | | | 11.8 | |
| Amortization of debt discount and issuance costs | 4.0 | | | 1.1 | | | — | |
| Other, net | (1.5) | | | 0.2 | | | 3.8 | |
| Changes in assets and liabilities: | | | | | |
| Receivables, net | (337.8) | | | (397.7) | | | 76.8 | |
| Inventory | (337.3) | | | (41.2) | | | (190.4) | |
| Accounts payable | 31.3 | | | 59.6 | | | 61.1 | |
| Other current and long-term assets and liabilities | (183.7) | | | 75.5 | | | (80.9) | |
| Net cash provided by operating activities | 1,424.6 | | | 1,772.0 | | | 1,204.5 | |
| Cash flows from investing activities: | | | | | |
| Capital expenditures | (489.4) | | | (637.8) | | | (389.4) | |
| Purchased intangibles | (20.3) | | | (14.3) | | | (9.1) | |
| Purchases of marketable securities | (97.2) | | | (500.8) | | | (790.5) | |
| Sales and maturities of marketable securities | 220.3 | | | 770.7 | | | 607.6 | |
| Payments for acquisitions | — | | | (2,751.0) | | | — | |
| Receipts from the sales of property, plant, and equipment | 7.7 | | | — | | | — | |
| Net cash used in investing activities | (378.9) | | | (3,133.2) | | | (581.4) | |
| Cash flows from financing activities: | | | | | |
| Repurchase of common stock — payroll tax withholdings on equity awards | (88.5) | | | (55.2) | | | (33.1) | |
| Repurchase of common stock — stock repurchase program | (886.8) | | | (195.6) | | | (647.5) | |
| Dividends paid | (373.1) | | | (340.6) | | | (307.0) | |
| Net proceeds from exercise of stock options | 6.4 | | | 11.6 | | | 57.1 | |
| Proceeds from employee stock purchase plan | 29.4 | | | 24.8 | | | 22.8 | |
| Proceeds from issuance of long-term debt, net | — | | | 2,488.2 | | | — | |
| Debt financing costs | — | | | (5.8) | | | — | |
| Payments of debt | (50.0) | | | (250.0) | | | — | |
| Net cash provided by (used in) financing activities | (1,362.6) | | | 1,677.4 | | | (907.7) | |
| Net increase (decrease) in cash and cash equivalents | (316.9) | | | 316.2 | | | (284.6) | |
| Cash and cash equivalents at beginning of period | 882.9 | | | 566.7 | | | 851.3 | |
| Cash and cash equivalents at end of period | $ | 566.0 | | | $ | 882.9 | | | $ | 566.7 | |
| Supplemental cash flow disclosures: | | | | | |
| Income taxes paid | $ | 230.0 | | | $ | 184.0 | | | $ | 110.8 | |
| Interest paid | $ | 44.4 | | | $ | 2.2 | | | $ | — | |
| Incentives paid in common stock | $ | 32.2 | | | $ | 27.5 | | | $ | — | |
| Non-cash investing in capital expenditures, accrued but not paid | $ | 43.2 | | | $ | 29.3 | | | $ | 78.7 | |
| | | | | |
See accompanying Notes to Consolidated Financial Statements.
SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares of common stock | | Par value of common stock | | Shares of treasury stock | | Value of treasury stock | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive income (loss) | | Total stockholders’ equity |
| Balance at September 27, 2019 | 170.1 | | | $ | 42.5 | | | 60.1 | | | $ | (3,412.9) | | | $ | 3,188.0 | | | $ | 4,312.6 | | | $ | (7.9) | | | $ | 4,122.3 | |
| Net income | — | | — | | — | | — | | — | | 814.8 | | | — | | 814.8 | |
| Exercise and settlement of share-based awards, net of shares withheld for taxes | 1.8 | | | 0.5 | | | 0.3 | | | (33.1) | | | 79.4 | | | — | | | — | | | 46.8 | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 134.7 | | | — | | | — | | | 134.7 | |
| Stock repurchase program | (6.3) | | | (1.6) | | | 6.3 | | | (647.5) | | | 1.6 | | | — | | | — | | | (647.5) | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (307.0) | | | — | | | (307.0) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 0.1 | | | 0.1 | |
| Balance at October 2, 2020 | 165.6 | | | $ | 41.4 | | | 66.7 | | | $ | (4,093.5) | | | $ | 3,403.7 | | | $ | 4,820.4 | | | $ | (7.8) | | | $ | 4,164.2 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 1,498.3 | | | — | | | 1,498.3 | |
| Exercise and settlement of share-based awards, net of shares withheld for taxes | 1.1 | | | 0.3 | | | 0.4 | | | (55.2) | | | 63.6 | | | — | | | — | | | 8.7 | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 158.1 | | | — | | | — | | | 158.1 | |
| Repurchase and retirement of common stock | (1.4) | | | (0.4) | | | (67.1) | | | 4,147.0 | | | (3,549.9) | | | (792.3) | | | — | | | (195.6) | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (340.6) | | | — | | | (340.6) | |
| Pre-combination service on replacement awards | — | | | — | | | — | | | — | | | 4.1 | | | — | | | — | | | 4.1 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | (0.1) | | | (0.1) | |
| Balance at October 1, 2021 | 165.3 | | | $ | 41.3 | | | — | | | $ | (1.7) | | | $ | 79.6 | | | $ | 5,185.8 | | | $ | (7.9) | | | $ | 5,297.1 | |
| Net income | — | | | — | | | — | | | — | | | — | | | 1,275.2 | | | — | | | 1,275.2 | |
| Exercise and settlement of share-based awards, net of shares withheld for taxes | 1.4 | | | 0.3 | | | 0.6 | | | (88.5) | | | 67.8 | | | — | | | — | | | (20.4) | |
| Share-based compensation expense | — | | | — | | | — | | | — | | | 173.9 | | | — | | | — | | | 173.9 | |
| Repurchase and retirement of common stock | (6.5) | | | (1.6) | | | (0.6) | | | 90.2 | | | (309.4) | | | (666.0) | | | — | | | (886.8) | |
| Dividends declared | — | | | — | | | — | | | — | | | — | | | (373.1) | | | — | | | (373.1) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | — | | | — | | | 3.1 | | | 3.1 | |
| Balance at September 30, 2022 | 160.2 | | | $ | 40.0 | | | — | | | $ | — | | | $ | 11.9 | | | $ | 5,421.9 | | | $ | (4.8) | | | $ | 5,469.0 | |
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless networking revolution. The Company’s analog and mixed-signal semiconductors are connecting people, places, and things, spanning a number of new applications within the aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment and gaming, industrial, medical, smartphone, tablet, and wearable markets.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
All Skyworks subsidiaries are includedtransacting business in the Company’s consolidated financial statements and all intercompany balances are eliminated in consolidation. Certain items in the fiscal years 2021 and 2020 financial statements have been reclassified to conform to the fiscal 2022 presentation.
Fiscal Year
The Company’s fiscal year ends on the Friday closest to September 30. Fiscal 2022 and 2021 each consisted of 52 weeks and ended on September 30, 2022, and October 1, 2021, respectively. Fiscal 2020 consisted of 53 weeks and ended on October 2, 2020.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income, and accumulated other comprehensive loss that are reported during the reporting period. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Judgment is required in determining the reserves for, and fair value of, items such as overall fair value assessments of assets and liabilities, particularly those classified as Level 2 or Level 3 in the fair value hierarchy, marketable securities, inventory, intangible assets associated with business combinations, share-based compensation, revenue reserves, loss contingencies, and income taxes. In addition, judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows for any necessary impairment testing. Actual results could differ significantly from these estimates.
Cash and Cash Equivalents
The Company invests excess cash in time deposits, certificates of deposit, money market funds, U.S. Treasury securities, agency securities, other government securities, corporate debt securities, and commercial paper. The Company considers highly liquid investments as cash equivalents including money market funds and investments with maturities of 90 days or less when purchased.
Investments
The Company classifies its investment in marketable debt securities as “available-for-sale.” Available-for-sale securities are carried at fair value with unrealized holding gains or losses recorded in other comprehensive income, net of tax. Gains or losses are included in earnings in the period in which they are realized. The cost of securities sold is determined based on the specific identification method. The cost of available-for-sale debt securities is adjusted for premiums and discounts, with the amortization or accretion of such amounts included as a portion of interest. Available-for-sale debt securities with an original maturity date greater than three months and less than one year are classified as current investments. Available-for-sale debt securities with an original maturity date exceeding one year are classified as long-term.
Fair Value
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market in an orderly transaction between market participants at the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
•Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.
It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.
The Company measures certain assets and liabilities at fair value on a recurring basis in three levels, based on the market in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. It recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The carrying value of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued liabilities approximates fair value due to the short-term maturities of these assets and liabilities.
Inventory
Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. Reserves for excess and obsolete inventory are established on a quarterly basis and are based on a detailed analysis of aged material, salability of our inventory, market conditions, and product life cycles. Once reserves are established, write-downs of inventory are considered permanent adjustments to the cost basis of inventory.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation, with significant renewals and betterments being capitalized and retired equipment written off in the respective periods. Maintenance and repairs are expensed as incurred.
Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five to forty years for buildings and improvements and three to ten years for machinery and equipment. Leasehold improvements are depreciated over the lesser of the economic life or the life of the associated lease.
Leases
The Company determines if an arrangement is a lease at its inception. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time.
Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities in the Company's condensed consolidated balance sheet.
Valuation of Long-Lived Assets
Definite lived intangible assets are carried at cost less accumulated amortization. Amortization is calculated based on the pattern of benefit to be recognized from the underlying asset over its estimated useful life. Carrying values for long-lived assets and definite lived intangible assets are reviewed for possible impairment as circumstances warrant. Factors considered important that could result in an impairment review include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of use of assets or the Company’s business strategy, or significant negative industry or economic trends. In addition, impairment reviews are conducted at the judgment of
management whenever asset values are deemed to be unrecoverable relative to future undiscounted cash flows expected to be generated by that particular asset group. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset group and its eventual disposition. Such estimates require management to exercise judgment and make assumptions regarding factors such as future revenue streams, operating expenditures, cost allocation and asset utilization levels, all of which collectively impact future operating performance. The Company’s estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to its business model, or changes in its operating performance. If the sum of the undiscounted cash flows is less than the carrying value of an asset group, the Company would recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset group.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually as of the first day of the fourth fiscal quarter for impairment or more frequently if indicators of impairment exist during the fiscal year. The Company assesses its conclusion regarding segments and reporting units in conjunction with its annual goodwill impairment test and has determined that it has one reporting unit for the purposes of allocating and testing goodwill.
The Company’s impairment analysis compares its fair value to its net book value to determine if there is an indicator of impairment. In the Company’s calculation of fair value, it considers the closing price of its common stock on the selected testing date, the number of shares of its common stock outstanding and other marketplace activity such as a related control premium. If the calculated fair value is determined to be less than the book value of the reporting unit, an impairment loss is recognized equal to that excess; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.
Business Combinations
The Company uses the acquisition method of accounting for business combinations and recognizes assets acquired and liabilities assumed at their fair values on the date acquired. Goodwill represents the excess of the purchase price over the fair value of the acquired identifiable net assets. The fair values of the assets and liabilities acquired are determined based upon the Company’s valuation using a combination of market, income, or cost approaches. The valuation involves making significant estimates and assumptions, which are based on detailed financial models including the projection of future cash flows, the weighted average cost ofglobal capital and any cost savings that are expected to be derived in the future from the viewpoint of a market participant.
Revenue Recognition
The Company derives its revenue primarily from the sale of semiconductor products under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. In the absence of a sales agreement, the Company’s standard terms and conditions apply. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company applies a five-step approach as defined in FASB ASC 606, Revenue from Contracts with Customers (Topic 606), in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.
Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized at a point in time upon transfer of control of the products to the customer. Transfer of control occurs upon shipment to the distributor or direct customer or when products are pulled from consignment inventory by the customer. Point in time recognition is determined as products manufactured under non-cancellable orders create an asset with an alternative use to the Company. Returns under the Company’s general assurance warranty of products have not been material, and warranty-related services are not considered a separate performance obligation.
Pricing adjustments and estimates of returns are treated as variable consideration for purposes of determining the transaction price. Sales returns are generally accepted at the Company’s discretion or from distributors with stock rotation rights. Stock rotation allows distributors limited levels of returns and is based on the distributor’s prior purchases. Price protection represents price discounts granted to certain distributors and is based on negotiations on sales to end customers. Variable consideration is estimated using the expected value method considering all reasonably available information, including the Company’s historical experience and its current expectations, and is reflected in the transaction price when sales are recorded. The Company records
net revenue excluding taxes on its sales to trade customers. The Company recognizes shipping fees, if any, received from customers in revenue and includes the related shipping and handling costs in cost of revenue.
Accounts receivable represents the Company’s unconditional right to receive consideration from its customer. Substantially all payments are collected within the Company’s standard terms, which do not include a significant financing component. To date, there have been no material impairment losses on accounts receivable. There were no material contract assets or contract liabilities recorded on the consolidated balance sheet in any of the periods presented. All incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.
Share-Based Compensation
The Company recognizes compensation expense for all share-based payment awards made to employees and directors including non-qualified employee stock options, share awards and units, employee stock purchase plan, and other special share-based awards based on estimated fair values.
The fair value of share-based payment awards is amortized over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company generally uses a straight-line attribution method for all grants that include only a service condition. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche.
Share-based compensation expense recognized during the period includes actual expense on vested awards and expense associated with unvested awards. Forfeitures are recorded as incurred.
The determination of fair value of restricted and certain performance stock awards and units is based on the value of the Company’s stock on the date of grant with performance awards and units adjusted for the actual outcome of the underlying performance condition.
For more complex performance awards including units with market-based performance conditions the Company employs a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to: the expected stock price volatility over the term of the award, a correlation coefficient, the risk-free rate, and dividend yield.
Research and Development Costs
Research and development costs are expensed as incurred.
Loss Contingencies
The Company records its best estimates of a loss contingency when it is considered probable and the amount can be reasonably estimated. When a range of loss can be reasonably estimated with no best estimate in the range, the minimum estimated liability related to the claim is recorded. As additional information becomes available, the Company assesses the potential liability related to the potential pending loss contingency and revises its estimates. Material loss contingencies are disclosed if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and include estimated legal costs.
Restructuring
A liability for post-employment benefits is recorded when payment is probable and the amount is reasonably estimable. Contract exit costs include contract termination fees and are recognized in the period in which the Company terminates the contract.
Foreign Currencies
The Company’s functional currency is the United States dollar. Gains and losses related to foreign currency transactions and conversion of foreign denominated cash balances are included in current results.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits such as net operating loss carry forwards, to the extent that realization of such benefits is
more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The carrying value of the Company’s net deferred tax assets assumes the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in its Consolidated Statement of Operations. Management evaluates the realizability of the deferred tax assets and assesses the adequacy of the valuation allowance quarterly. Likewise, in the event the Company were to determine that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.
The determination of recording or releasing tax valuation allowances is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. This assessment requires management to exercise judgment and make estimates with respect to its ability to generate revenues, gross profits, operating income, and taxable income in future periods. Amongst other factors, management must make assumptions regarding overall business and semiconductor industry conditions, operating efficiencies, the Company’s ability to develop products to its customers’ specifications, technological change, the competitive environment, and changes in regulatory requirements which may impact its ability to generate taxable income and, in turn, realize the value of its deferred tax assets.
The calculation of the Company’s tax liabilities includes addressing uncertainties in the application of complex tax regulations and is based on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
The Company recognizes liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its recognition threshold and measurement attribute of whether it is more likely than not that the positions the Company has taken in tax filings will be sustained upon tax audit, and the extent to which, additional taxes would be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period in which it is determined the liabilities are no longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. The Company recognizes any interest or penalties, if incurred, on any unrecognized tax liabilities or benefits as a component of income tax expense.
Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share incorporate the potentially dilutive incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of outstanding restricted stock units, and the assumed issuance of common stock under the stock purchase plan using the treasury share method. Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period.
Stock Repurchase
The Company accounts for stock repurchases in the consolidated balance sheet by reducing common stock for the par value of the shares, reducing paid-in capital for the amount in excess of par to zero during the period in which the shares are repurchased, and recording the residual amount, if any, to retained earnings.
Recently Issued Accounting Guidance
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period. The guidance also clarifies and simplifies other aspects of the accounting for income taxes. The guidance was effective for the Company beginning in the first quarter of fiscal 2022. The new standard did not have a material effect on the Company’s consolidated financial statements.
3. BUSINESS COMBINATIONS
On July 26, 2021, the Company acquired the Infrastructure and Automotive (“I&A”) business of Silicon Laboratories Inc. (the “Asset Purchase”). The Asset Purchase accelerated the Company’s expansion into high-growth segments, including electric and
hybrid vehicles, industrial and motor control, power supply, 5G wireless infrastructure, optical data communication, data center, automotive, smart home, and several other applications.
The Company acquired the business for total cash consideration of $2.75 billion. Net revenue and net income from this acquisition have been included in the Consolidated Statements of Operations from the acquisition date through the end of the fiscal year on October 1, 2021, and the impact of the acquisition to the ongoing operations on the Company’s net revenue and net income was not material. The Company incurred $40.7 million in transaction-related costs during the fiscal year ended October 1, 2021, which were included within the selling, administrative, and general expense.
The allocation of the purchase price to the assets and liabilities recognized in the Company’s acquisition of the I&A business was considered final at the time of filing the 2021 Annual Report on Form 10-K. The allocation of the purchase price is based on the estimated fair values of the assets acquired and liabilities assumed by major class related to the Asset Purchase and are reflected, as of the acquisition date, in the accompanying financial statements as follows (in millions):markets.
| | | | | |
| As of |
Purchase Price | July 26,
2021 |
Cash consideration | $ | 2,750.0 | |
Fair value of partially vested equity awards | 4.1 | |
Total purchase consideration | $ | 2,754.1 | |
| |
AllocationEric J. Guerin, age 52, has been a director since 2022. He currently serves as Chief Financial Officer of RB Global (a publicly traded provider of insights, services and transaction solutions for commercial assets and vehicles), a role he has held since January 2024. Previously, Mr. Guerin served as Senior Vice President and Chief Financial Officer of Veritiv Corporation (a formerly publicly traded provider of packaging and hygiene products), from March 2023 to December 2023 and its Senior Vice President-Finance from January 2023 to March 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of CDK Global Inc. (a formerly publicly traded provider of integrated technology solutions to the automotive industry) from 2021 to 2022. From 2016 to 2021, he served as Division Vice President and sector Chief Financial Officer at Corning Glass Technologies, a division of Corning, Inc. Previously, he served in financial leadership roles with Flowserve Corporation, Novartis Corporation, Johnson & Johnson Services Inc., and AstraZeneca PLC.
| |
Inventory, including step up | $ | 56.3 | |
Property, plant, and equipment | 4.4 | |
Other long-term assetsPublic Company Boards Current • | 0.7 None | |
Past 5 Years Intangible assets•
| 1,708.3 Natus Medical Incorporated (until 2022) | |
Goodwill | 986.2 | |
Liabilities assumed | (1.8) | |
Estimated fair value of net assets acquired | $ | 2,754.1 | |
Goodwill is primarily attributableQualifications: We believe that Mr. Guerin’s qualifications to the assembled workforceserve as a director include his financial and planned growth in strategicoperational expertise, together with his extensive engagements within Asia-Pacific markets. This goodwill is expected to be deductible for tax purposes.
| | | | | |
| As of |
Intangible Assets | July 26,
2021 |
Developed technology | $ | 960.1 | |
BacklogSuzanne E. McBride
| 154.6 , age 55, has been a director since 2022. Ms. McBride serves as Chief Operations Officer for Iridium Communications Inc. (a publicly traded operator of a global satellite communications network). Prior to rejoining Iridium in February 2019, where she had previously served from 2007 to 2016 in various leadership roles, Ms. McBride served from June 2016 to January 2019 as Senior Vice President and Chief Operations Officer for OneWeb (a privately held company building a space-based global communications network that filed a voluntary petition for Chapter 11 bankruptcy protection on March 27, 2020). Earlier in her career, she held a series of increasingly senior positions in technology and operations with Motorola Solutions, Inc. (a publicly traded telecommunications company) and General Dynamics Corporation (a publicly traded aerospace and defense company). | |
Other Public Company Boards Current Customer relationships and tradename•
| 2.5 Iridium Communications Inc. | |
Past 5 Years Total identified finite-lived intangible assets•
| 1,117.2 None | |
In-process research and development (“IPR&D”) | 591.1 | |
Total identified intangible assets | $ | 1,708.3 | |
Developed semiconductorQualifications: We believe that Ms. McBride’s qualifications to serve as a director include her extensive strategy and operations expertise developed through twenty-five years of experience within the wireless technology relates to timing products including clocks and oscillators, power products including isolation and power-over-ethernet devices, and broadcast products including consumer and automotive radio devices.
Developed technology was valued using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology less charges representing the contribution of other assets to those cash flows. The weighted-average amortization period of approximately four years was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.industry.
Customer relationships and backlog represent the fair value of future projected revenue that will be derived from sales of products to existing customers of the I&A business. Backlog was valued using the multi-period excess earnings method under5
the income approach, and customer relationships were valued using the replacement cost method under the cost approach. The cost approach estimates the amount of money required to replace the investment or asset with another having equivalent utility. The weighted-average amortization period of the customer relationships was determined based on historical customer acquisition rates under a distributor model and was fully amortized as of October 1, 2021. The weighted-average amortization period of the backlog of approximately two years was determined based on the expected life of the backlog and the cash flows over the forecast period.
Tradename relates to the “Silicon Laboratories” trade name. The fair value was determined by applying the relief-from-royalty method under the income approach. This method is based on the application of a market royalty rate to forecasted revenue under the trade name. The weighted-average amortization period was determined based on the expected life of the trade name and was fully amortized as of October 1, 2021.
The fair value of IPR&D was determined using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected net cash flows that are expected to be generated by the IPR&D, less charges representing the contribution of other assets to those cash flows.
The unaudited pro forma financial results for the fiscal years ended October 1, 2021, and October 2, 2020, combine the historical results of Skyworks with the unaudited historical results of the I&A business for the fiscal years ended October 1, 2021, and October 2, 2020, respectively. The results include the effects of unaudited pro forma adjustments as if the I&A business was acquired at the beginning of the prior fiscal year. The unaudited pro forma results presented include amortization charges for acquired intangible assets, adjustments for increases in the fair value of acquired inventory, interest expense, other charges, and related tax effects. The pro forma financial results presented below do not include any anticipated synergies or other expected benefits of the acquisition. These unaudited results are presented for informational purposes only and are not necessarily indicative of future operations (in millions):
| | | | | | | | | | | |
| Fiscal Years Ended |
| (unaudited) | October 1,
2021 | | October 2,
2020 |
| Revenue | $ | 5,440.0 | | | $ | 3,735.4 | |
| Net income | 1,514.3 | | | 637.8 | |
4. MARKETABLE SECURITIES
The Company’s portfolio of available-for-sale marketable securities consists of the following (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Current | | Noncurrent |
| September 30,
2022 | | October 1,
2021 | | September 30,
2022 | | October 1,
2021 |
| U.S. Treasury and government | $ | 13.1 | | | $ | 7.6 | | | $ | 0.5 | | | $ | 6.0 | |
| Corporate bonds and notes | 0.2 | | | 117.0 | | | — | | | — | |
| Municipal bonds | 7.0 | | | 12.6 | | | — | | | 1.1 | |
| Total marketable securities | $ | 20.3 | | | $ | 137.2 | | | $ | 0.5 | | | $ | 7.1 | |
The contractual maturities of noncurrent available-for-sale marketable securities were within two years or less of issuance of the applicable securities. Neither gross unrealized gains and losses nor realized gains and losses were material as of September 30, 2022, and October 1, 2021, respectively.
5. FAIR VALUE
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures certain assets and liabilities at fair value on a recurring basis such as its financial instruments. There have been no transfers between Level 1, 2, or 3 assets or liabilities during fiscal 2022.
Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | As of October 1, 2021 |
| | | Fair Value Measurements | | | | Fair Value Measurements |
| Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 |
| Assets | | | | | | | | | | | | | | | |
| Cash and cash equivalents (1) | $ | 566.0 | | | $ | 565.7 | | | $ | 0.3 | | | $ | — | | | $ | 882.9 | | | $ | 882.9 | | | $ | — | | | $ | — | |
| U.S. Treasury and government securities | 13.6 | | | 3.6 | | | 10.0 | | | — | | | 13.6 | | | 2.6 | | | 11.0 | | | — | |
| Corporate bonds and notes | 0.2 | | | — | | | 0.2 | | | — | | | 117.0 | | | — | | | 117.0 | | | — | |
| Municipal bonds | 7.0 | | | — | | | 7.0 | | | — | | | 13.7 | | | — | | | 13.7 | | | — | |
| Total assets at fair value | $ | 586.8 | | | $ | 569.3 | | | $ | 17.5 | | | $ | — | | | $ | 1,027.2 | | | $ | 885.5 | | | $ | 141.7 | | | $ | — | |
(1) Cash equivalents included in Levels 1 and 2 consist of money market funds and corporate bonds and notes, commercial paper, and agency securities purchased with less than ninety days until maturity.
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment. During fiscal 2022, the Company recorded impairment charges of $20.7 million primarily related to the abandonment of two previously capitalized IPR&D projects. During the fiscal years ended October 1, 2021, and October 2, 2020, the Company recorded impairment charges of $7.1 million and $11.8 million, respectively.
Fair Value of Debt
The Company’s debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt. The carrying value of the Term Loan approximates its fair value as the Term Loan is carried at a market observable interest rate that resets periodically.
The carrying amount and estimated fair value of debt consists of the following (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value |
| 0.90% Senior Notes due 2023 | $ | 499.2 | | | $ | 488.5 | | | $ | 497.9 | | | $ | 501.0 | |
| 1.80% Senior Notes due 2026 | 496.8 | | | 431.2 | | | 496.0 | | 507.5 | |
| 3.00% Senior Notes due 2031 | 494.5 | | | 377.6 | | | 493.9 | | 514.6 | |
| Total debt under Senior Notes | $ | 1,490.5 | | | $ | 1,297.3 | | | $ | 1,487.8 | | | $ | 1,523.1 | |
6. INVENTORY
Inventory consists of the following (in millions):
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Raw materials | $ | 81.3 | | | $ | 62.2 | |
| Work-in-process | 805.3 | | | 595.9 | |
| Finished goods | 322.5 | | | 224.4 | |
| Finished goods held on consignment by customers | 3.0 | | | 2.5 | |
| Total inventory | $ | 1,212.1 | | | $ | 885.0 | |
7. PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following (in millions):
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Land and improvements | $ | 11.9 | | | $ | 11.9 | |
| Buildings and improvements | 555.6 | | | 470.7 | |
| Furniture and fixtures | 70.1 | | | 60.2 | |
| Machinery and equipment | 3,316.3 | | | 2,990.2 | |
| Construction in progress | 157.2 | | | 177.0 | |
| Total property, plant, and equipment, gross | 4,111.1 | | | 3,710.0 | |
| Accumulated depreciation | (2,506.3) | | | (2,208.4) | |
| Total property, plant, and equipment, net | $ | 1,604.8 | | | $ | 1,501.6 | |
8. GOODWILL AND INTANGIBLE ASSETS
The Company’s goodwill balance was $2,176.7 million as of each of September 30, 2022, and October 1, 2021. The Company performed an impairment test of its goodwill as of the first day of the fourth fiscal quarter in accordance with its regularly scheduled testing. The results of this test indicated that the Company’s goodwill was not impaired. There were no indicators of impairment noted during the fiscal year ended September 30, 2022.
Intangible assets consist of the following (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of | | As of |
|
Weighted average amortization period (years) | | September 30, 2022 | | October 1, 2021 |
| | Gross carrying amount | |
Accumulated amortization | | Net carrying amount | | Gross carrying amount | |
Accumulated amortization | | Net carrying amount |
| Customer relationships and backlog | 2.3 | | $ | 154.6 | | | $ | (122.3) | | | $ | 32.3 | | | $ | 174.3 | | | $ | (44.0) | | | $ | 130.3 | |
| Developed technology and other | 4.3 | | 1,280.9 | | | (209.2) | | | 1,071.7 | | | 1,036.9 | | | (88.0) | | | 948.9 | |
| Technology licenses | 2.7 | | 105.1 | | | (45.2) | | | 59.9 | | | 48.4 | | | (23.9) | | | 24.5 | |
| In-process research and development | | | 280.8 | | | — | | | 280.8 | | | 594.9 | | | — | | | 594.9 | |
| Total intangible assets | | | $ | 1,821.4 | | | $ | (376.7) | | | $ | 1,444.7 | | | $ | 1,854.5 | | | $ | (155.9) | | | $ | 1,698.6 | |
Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year. During fiscal 2022, $293.5 million of IPR&D assets were transferred to definite-lived intangible assets, and are being amortized over their useful lives of 12 years. Amortization expense related to definite-lived intangible assets was $288.4 million, $86.8 million, and $46.0 million for the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, respectively.
Annual amortization expense for the next five fiscal years related to definite-lived intangible assets, excluding IPR&D, is expected to be as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter |
| Amortization expense | $ | 225.0 | | | $ | 177.6 | | | $ | 154.2 | | | $ | 126.4 | | | $ | 111.0 | | | $ | 369.7 | |
9. INCOME TAXES
Income before income taxes consists of the following components (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| United States | $ | 663.0 | | | $ | 804.7 | | | $ | 435.9 | |
| Foreign | 813.6 | | | 794.0 | | | 455.8 | |
| Income before income taxes | $ | 1,476.6 | | | $ | 1,598.7 | | | $ | 891.7 | |
The provision for income taxes consists of the following components (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Current tax expense (benefit): | | | | | |
| Federal | $ | 88.7 | | | $ | 87.5 | | | $ | 44.4 | |
| State | 0.1 | | | — | | | — | |
| Foreign | 51.5 | | | 70.7 | | | 49.5 | |
| 140.3 | | | 158.2 | | | 93.9 | |
| Deferred tax expense (benefit): | | | | | |
| Federal | 43.9 | | | (45.8) | | | (6.8) | |
| State | 0.1 | | | (0.1) | | | — | |
| Foreign | 17.1 | | | (11.9) | | | (10.2) | |
| 61.1 | | | (57.8) | | | (17.0) | |
| | | | | |
| Provision for income taxes | $ | 201.4 | | | $ | 100.4 | | | $ | 76.9 | |
The actual income tax expense is different than that which would have been computed by applying the federal statutory tax rate to income before income taxes. A reconciliation of income tax expense as computed at the United States federal statutory income tax rate to the provision for income tax expense is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Tax expense at United States statutory rate | $ | 310.1 | | | $ | 335.7 | | | $ | 187.3 | |
| Foreign tax rate difference | (139.2) | | | (155.2) | | | (86.6) | |
| Tax on deemed repatriation | — | | | — | | | 0.2 | |
| Effect of stock compensation | (20.1) | | | (13.5) | | | (10.3) | |
| Research and development credits | (26.1) | | | (27.0) | | | (23.0) | |
| Change in tax reserve | 7.4 | | | (51.5) | | | 9.6 | |
| Global Intangible Low-Taxed Income | 70.0 | | | 69.0 | | | 35.9 | |
| Foreign Derived Intangible Income | (39.9) | | | (79.7) | | | (41.2) | |
| Other, net | 39.2 | | | 22.6 | | | 5.0 | |
| Provision for income taxes | $ | 201.4 | | | $ | 100.4 | | | $ | 76.9 | |
The Company operates in foreign jurisdictions with income tax rates lower than the United States tax rate of 21.0% for the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020.
The Company’s federal income tax returns for fiscal 2019 and fiscal 2018 are currently under Internal Revenue Service examination. The Company had accrued $18.6 million and $139.7 million of the deemed repatriation tax in short-term and long-term liabilities within the consolidated balance sheet, respectively, as of September 30, 2022. The Company had accrued $18.6 million and $158.4 million of the deemed repatriation tax in short-term and long-term liabilities within the consolidated balance sheet, respectively, as of October 1, 2021. The remaining repatriation tax is payable over the next four years: $18.6 million in 2023, $34.9 million in 2024, $46.6 million in 2025, and $58.2 million in 2026.
On October 2, 2010, the Company expanded its presence in Asia by launching operations in Singapore. The Company operates under a tax holiday in Singapore, which is effective through September 30, 2030. The current tax holiday is conditioned upon the Company’s compliance with certain employment and investment thresholds in Singapore. The impact of the tax holiday decreased Singapore taxes owed by $96.6 million, $99.5 million, and $63.1 million for the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, respectively, which resulted in tax benefits of $0.59, $0.60, and $0.37 of diluted earnings per share, respectively. These tax benefits were partially offset by an increase in tax expense on GILTI.
Deferred income tax assets and liabilities consist of the tax effects of temporary differences related to the following (in millions):
| | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 |
| Deferred tax assets: | | | |
| Inventory | $ | 21.4 | | | $ | 15.8 | |
| Accrued compensation and benefits | 11.6 | | | 12.7 | |
| Product returns, allowances, and warranty | 1.5 | | | 0.9 | |
| Share-based and other deferred compensation | 27.8 | | | 31.8 | |
| Net operating loss carry forwards | 14.0 | | | 7.1 | |
| Non-United States tax credits | 17.0 | | | 17.0 | |
| State tax credits | 138.0 | | | 126.9 | |
| Operating leases | 56.8 | | | 45.4 | |
| Prepayments | — | | | 42.1 | |
| Property, plant, and equipment | 31.4 | | | 35.8 | |
| Intangible assets | 20.4 | | | — | |
| Other, net | 8.7 | | | 15.0 | |
| Deferred tax assets | 348.6 | | | 350.5 | |
| Less valuation allowance | (161.4) | | | (150.0) | |
| Net deferred tax assets | 187.2 | | | 200.5 | |
| Deferred tax liabilities: | | | |
| Property, plant, and equipment | (59.2) | | | (38.6) | |
| Intangible assets | (4.7) | | | (5.3) | |
| Operating leases | (51.5) | | | (40.4) | |
| Other, net | (39.7) | | | (15.6) | |
| Net deferred tax liabilities | (155.1) | | | (99.9) | |
| Total net deferred tax assets | $ | 32.1 | | | $ | 100.6 | |
The deferred tax assets and liabilities based on tax jurisdictions are presented on our Consolidated Balance Sheets as follows:
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Deferred tax assets | $ | 52.7 | | | $ | 119.5 | |
| Deferred tax liabilities | (20.6) | | | (18.9) | |
| Net deferred tax asset | $ | 32.1 | | | $ | 100.6 | |
In accordance with GAAP, management has determined that it is more likely than not that a portion of the Company’s historic and current year income tax benefits will not be realized. As of September 30, 2022, the Company has a valuation allowance of $161.4 million. This valuation allowance is comprised of $136.6 million related to United States tax credits, $4.8 million related to United States state net operating loss carry forwards, and $20.0 million related to foreign deferred tax assets. The United States tax credits relate primarily to California research tax credits that can be carried forward indefinitely, for which the Company has provided a full valuation allowance. The Company does not anticipate sufficient taxable income or tax liability to utilize these United States and foreign credits. If these benefits are recognized in a future period, the valuation allowance on deferred tax assets will be reversed and up to a $161.4 million income tax benefit may be recognized. The Company will need to generate $130.6 million of future United States federal taxable income to utilize its United States deferred tax assets, excluding state deferred tax assets with a full valuation allowance, as of September 30, 2022. The Company believes that future reversals of taxable temporary differences, and its forecast of continued earnings in its domestic and foreign jurisdictions, support its decision to not record a valuation allowance on other deferred tax assets. The Company will continue to assess its valuation allowance in future periods. The net valuation allowance increased by $11.4 million and $12.6 million in fiscal 2022 and fiscal 2021, respectively, primarily related to increases for foreign and state net operating loss and tax credit carryovers.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):
| | | | | |
| Unrecognized tax benefits |
Balance at October 1, 2021 | $ | 55.3 | |
Decreases based on positions relatedDavid P. McGlade, age 63, has been a director since 2005. He served as Chairman of the Board of Intelsat S.A. (a formerly publicly traded worldwide provider of satellite communication services) from April 2013 to February 2022. Mr. McGlade served as Executive Chairman of Intelsat from April 2015 to March 2018, prior yearsto which he served as Chairman and Chief Executive Officer. Mr. McGlade joined Intelsat in April 2005 and was the Deputy Chairman of Intelsat from August 2008 until April 2013. Previously, Mr. McGlade served as an Executive Director of mmO2 PLC and as the Chief Executive Officer of O2 UK (a subsidiary of mmO2), a position he held from October 2000 until March 2005.
| (2.1) | |
Other Public Company Boards Current Increases based on positions related to current year•
| 9.3 None | |
Past 5 Years Balance at September 30, 2022•
| $Intelsat S.A. (until 2022) | 62.5 | |
Of the total unrecognized tax benefits at September 30, 2022, $40.1 million would impact the effective tax rate, if recognized. The remaining unrecognized tax benefits would not impact the effective tax rate, if recognized, dueQualifications: We believe that Mr. McGlade’s qualifications to the Company’s valuation allowanceserve as a director include his significant operational, strategic, and certain positions that were required to be capitalized.
The Company anticipates reversals within the next 12 months related to items suchfinancial acumen, as the lapsewell as his knowledge about global capital markets, developed over nearly four decades of the statute of limitations, audit closures, and other items that occurexperience in the normal course oftelecommunications business. Due to open examinations, an estimate of anticipated reversals within the next 12 months cannot be made. During fiscal 2022 and fiscal 2020, the Company recognized $1.2 million and $4.6 million, respectively, of interest or penalties related to unrecognized tax benefits. During fiscal 2021, the Company recognized an $11.6 million benefit for interest or penalties related to unrecognized tax benefits. Accrued interest and penalties of $5.7 million and $4.5 million related to uncertain tax positions have been included in long-term tax liabilities within the consolidated balance sheet as of September 30, 2022, and October 1, 2021, respectively.
The Company’s major tax jurisdictions as of September 30, 2022, are the United States, California, Canada, Mexico, Japan, and Singapore. For the United States, the Company has open tax years dating back to fiscal 2018. For California, the Company has open tax years dating back to fiscal 2000 due to the carry forward of tax attributes. For Canada, the Company has open tax years dating back to fiscal 2015. For Mexico, the Company has open tax years back to fiscal 2014. For Japan, the Company has open tax years back to fiscal 2016. For Singapore, the Company has open tax years dating back to fiscal 2016. The Company is subject to audit examinations by the respective taxing authorities on a periodic basis, of which the results could impact its financial position, results of operations, or cash flows.
10. STOCKHOLDERS’ EQUITY
Common Stock
At September 30, 2022, the Company is authorized to issue 525.0 million shares of common stock, par value $0.25 per share, of which 160.2 million shares are issued and outstanding. | | | | | | | | |
Robert A. Schriesheim, age 63, has been a director since 2006. He has been chairman of Truax Partners LLC (a consulting firm) since 2018 and has served as Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business since September 2023. He served as Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (a publicly traded nationwide retailer) from August 2011 to October 2016. From January 2010 to October 2010, Mr. Schriesheim was Chief Financial Officer of Hewitt Associates, Inc. (a global human resources consulting and outsourcing company that was acquired by Aon Corporation). From October 2006 until December 2009, he was the Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (a publicly traded ERP software provider). | | Other Public Company Boards Current •Houlihan Lokey, Inc., Lead Independent Director Past 5 Years •Frontier Communications Corporation (until 2021) •NII Holdings, Inc. (until 2019) |
HoldersQualifications: We believe that Mr. Schriesheim’s qualifications to serve as a director include his extensive knowledge of the Company’s common stock are entitled to dividends incapital markets and corporate financial capital structures, his expertise evaluating and structuring merger and acquisition transactions within the event declared by the Company’s Board of Directors out of funds legally available for such purpose. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or declaredtechnology sector, and set aside. In the event of the Company’s liquidation, dissolution, or winding up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditorshis experience gained through leading companies through major strategic and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.financial corporate transformations.
| | | | | | | | |
Maryann Turcke, age 58, has been a director since 2023. Most recently, she served as a senior advisor at Brookfield Asset Management from September 2020 to September 2022. Previously, Ms. Turcke served as Chief Operating Officer of the National Football League (NFL) from January 2018 to September 2020 and as a Senior Advisor for the NFL from September 2020 to May 2021. She joined the league as President of NFL Network, Digital Media, NFL Films and IT in April 2017. Prior to the NFL, Ms. Turcke served for more than a decade in various leadership roles within BCE Inc. (a publicly traded communications company formerly known as Bell Canada Enterprises), including serving from April 2015 to February 2017 as president of Bell Media, a division of BCE. | | Other Public Company Boards Current •Frontier Communications Parent, Inc. •Royal Bank of Canada Past 5 Years •Northern Star Investment Corp. II (until 2023) |
Each holder of the Company’s common stock is entitledQualifications: We believe that Ms. Turcke’s qualifications to one vote for each such share outstandingserve as a director include her significant operational, management and financial experience, including in the holder’s name. No holder of common stock is entitledtelecommunications industry.
In addition to cumulate votes in voting for directors. The Company’s restated certificate of incorporation as amended to date (the “Certificate of Incorporation”) providesthe information presented above regarding each director’s specific experience, qualifications, attributes, and skills that unless otherwise determined by the Company’sled our Board of Directors no holderto conclude that he or she should serve as a director, we also believe that each of stockour directors has any preemptive righta reputation for integrity, honesty, and adherence to purchasehigh ethical standards. They have each demonstrated business acumen, an ability to exercise sound judgment, and a commitment of service to Skyworks. Each of our directors will serve until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified or subscribe for any stock of any class which the Company may issueuntil their earlier resignation or sell.removal.
Preferred Stock
The Company’s Certificate of Incorporation has authorized and permitsExecutive Officers (other than the Company to issue up to 25.0 million shares of preferred stock without par value in one or more series and with rights and preferences that may be fixed or designated by the Company’s Board of Directors without any further action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications, limitations, and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock. At September 30, 2022, the Company had no shares of preferred stock issued or outstanding.Chief Executive Officer)
Stock Repurchase and Retirement
On January 26, 2021, the Board of Directors approved a stock repurchase program, pursuant to whichCarlos S. Bori, age 53, joined the Company is authorizedin July 2013 and has served as Senior Vice President, Sales and Marketing, since November 2017. He previously served as Vice President, Sales and Marketing, from May 2016 to repurchase upNovember 2017 and as Vice President, Marketing, from July 2013 to $2.0 billionMay 2016. Previously, he spent more than 18 years with Beacon Electronic Associates (a North American independent representative of semiconductor manufacturers), serving as its common stockPresident from time2004 to time prior to January 26, 2023, on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements. This authorized stock repurchase program replaced in its entirety the stock repurchase program adopted by the Board of Directors on January 30, 2019. The timing and amount of any shares of the Company’s common stock that are repurchased under the repurchase program are determined by the Company’s management based on its evaluation of market conditions and other factors.2013.
During the fiscal year ended September 30, 2022,Karilee A. Durham, age 55, joined the Company paid approximately $886.8 million (including commissions) in connectionApril 2018 and is Senior Vice President, Human Resources. Previously, Ms. Durham served as Senior Vice President, Human Resources and General Affairs for Goodman Global Group, Inc. (an HVAC manufacturing and distribution company) from September 2010 to April 2018. Earlier, she held multiple senior human resources positions with the repurchase of 6.5 million shares of its common stock (paying an average price of $136.32 per share) under the January 26, 2021, stock repurchase program. As ofDell Inc. (a computer retailer) from October 2007 to September 30, 2022, $1.1 billion remained available under the January 26, 2021, stock repurchase program.2010, prior to which she held human resources positions at Flextronics International Ltd., Solectron Corporation, and UT-Battelle LLC.
During the fiscal year ended October 1, 2021,Reza Kasnavi, age 50, joined the Company paid approximately $195.6 million (including commissions) in connection2010 and has served as Senior Vice President, Technology and Manufacturing, since November 2019. He previously served as Vice President and General Manager, Open Market Platforms, from November 2012 to September 2018 and as Vice President, Central Engineering and Quality, from September 2018 to November 2019. Prior to joining Skyworks, Dr. Kasnavi spent 10 years as an investor and executive with the repurchase of 1.4 million shares of its common stock (paying an average price of $138.85 per share) under the January 30, 2019, stock repurchase program. During the fiscal year ended October 2, 2020, the Company paid approximately $647.5 million (including commissions) in connection with the repurchase of 6.3 million shares of its common stock (paying an average price of $102.74 per share) under the January 30, 2019, stock repurchase program.Tallwood Venture Capital (an investment firm focused on semiconductor-related technologies and markets), holding various leadership positions at several Tallwood portfolio companies including Sequoia Communications.
DuringKris Sennesael, age 55, joined the fiscal years endedCompany in August 2016 and is Senior Vice President and Chief Financial Officer. Previously, Mr. Sennesael served as Chief Financial Officer for Enphase Energy, Inc. (a semiconductor-based renewable energy solutions provider), from September 30, 2022,2012 to August 2016. Earlier, he served as Chief Financial Officer for Standard Microsystems Corporation (a global fabless semiconductor company) from January 2009 to August 2012, prior to which he held financial positions at ON Semiconductor Corp., AMI Semiconductor, Inc., and October 1, 2021,Alcatel Microelectronics. Mr. Sennesael currently serves on the Boardboard of Directors approved the retirementdirectors of 6.2 millionMaxeon Solar Technologies, Ltd. (a publicly traded manufacturer and 68.5 million treasury shares at an aggregate historical costprovider of $893.4 million and $4,342.6 million, respectively. Upon retirement, the shares assumed the status of authorized and unissued. All future repurchases of shares will assume the status of authorized and unissued.solar energy products).
Dividends
On November 3, 2022,Robert J. Terry, age 57, joined the Company announced that the Board of Directors had declared a cash dividendin 2003 and has served as Senior Vice President, General Counsel and Secretary since November 2017. He previously served as Vice President, General Counsel and Secretary from November 2016 to November 2017 and as Vice President, Associate General Counsel and Assistant Secretary from June 2011 to November 2016. Before joining Skyworks, he served as General Counsel and Secretary for Day Software, Inc. (an enterprise content management software company), from July 2001 to February 2003. Prior to joining Day Software, Mr. Terry was in private practice, focusing on the Company’s common stock of $0.62 per share. This dividend is payable on December 13, 2022, to the Company’s stockholders of record as of the close ofcorporate and securities matters, mergers and acquisitions, and general business on November 22, 2022. Future dividends are subject to declaration by the Board of Directors. The dividends charged to retained earnings in fiscal 2022 and 2021 were as follows (in millions except per share data):litigation.
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 |
| Per Share | | Total | | Per Share | | Total |
| First quarter | $ | 0.56 | | | $ | 92.5 | | | $ | 0.50 | | | $ | 83.0 | |
| Second quarter | 0.56 | | | 91.2 | | | 0.50 | | | 82.6 | |
| Third quarter | 0.56 | | | 90.0 | | | 0.50 | | | 82.5 | |
| Fourth quarter | 0.62 | | | 99.4 | | | 0.56 | | | 92.5 | |
| $ | 2.30 | | | $ | 373.1 | | | $ | 2.06 | | | $ | 340.6 | |
| | | | | | | |
7
Employee Stock Benefit PlansAudit Committee
As of September 30, 2022, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:
◦the 2002 Employee Stock Purchase Plan
◦the Non-Qualified Employee Stock Purchase Plan
◦the 2005 Long-Term Incentive Plan
◦the 2008 Director Long-Term Incentive Plan
◦the 2015 Long-Term Incentive Plan
Except for the Non-Qualified Employee Stock Purchase Plan, each of the foregoing equity compensation plans was approved by the Company’s stockholders.
As of September 30, 2022, a total of 81.8 million shares are authorized for grant under the Company’s share-based compensation plans, with 0.1 million options outstanding. The number of common shares reserved for future awards to employees and directors under these plans was 14.1 million at September 30, 2022. The Company currently grants new equity awards to employees under the 2015 Long-Term Incentive Plan and to non-employee directors under the 2008 Director Long-Term Incentive Plan.
2015 Long-Term Incentive Plan. Under this plan, officers, employees, and certain consultants may be granted stock options, restricted stock units, performance stock units, and other share-based awards. The plan has been approved by the stockholders. Under the plan, up to 24.5 million sharesWe have been authorized for grant. A total of 12.1 million shares were available for new grants as of September 30, 2022. The maximum contractual term of options under the plan is seven years from the date of grant. Options granted under the plan at the determination of the compensation committee generally vest ratably over four years. Restricted stock units granted under the plan at the determination of the compensation committee generally vest over three or more years. No dividends or dividend equivalents are accumulated or paid with respect to restricted stock unit awards or other awards until the shares underlying such awards vest and are issued to the award holder. Performance stock units are contingently granted depending on the achievement of certain predetermined performance goals and generally vest over one or more years.
2008 Director Long-Term Incentive Plan. Under this plan, non-employee directors may be granted stock options, restricted stock units, and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of1.5 million shares have been authorized for grant. A total of 0.6 million shares were available for new grants as of September 30, 2022. The maximum contractual term of options granted under the plan is ten years from the date of grant. Options granted under the plan are generally exercisable over four years. Restricted stock units granted under the plan generally vest over one or more years.
Employee Stock Purchase Plans. The Company maintains a domestic andestablished an international employee stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll deductions of up to 10% of their compensation. The price per share is the lower of 85% of the fair market value of the common stock at the beginning or end of each offering period (six months). The plans provide for purchases by employees of up to an aggregate of 11.6 million shares. Shares of common stock purchased under these plans in the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, were 0.3 million, 0.2 million, and 0.3 million, respectively. At September 30, 2022, there were 1.4 million shares available for purchase. The Company recognized compensation expense of $9.2 million, $8.7 million, and $6.6 million for the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, respectively, related to the employee stock purchase plan. The unrecognized compensation expense on the employee stock purchase plan at September 30, 2022, was $3.4 million. The weighted average period over which the cost is expected to be recognized is approximately four months.
Restricted and Performance Awards and Units
The following table represents a summary of the Company’s restricted and performance awards and units:
| | | | | | | | | | | |
| Shares (in millions) | | Weighted average grant date fair value |
| Non-vested awards outstanding at October 1, 2021 | 2.7 | | | $ | 118.87 | |
| Granted (1) | 1.6 | | | $ | 151.20 | |
| Vested | (1.6) | | | $ | 117.71 | |
| Canceled/forfeited | (0.3) | | | $ | 129.80 | |
| Non-vested awards outstanding at September 30, 2022 | 2.4 | | | $ | 139.63 | |
(1) includes performance stock awards granted and earned assuming target performance under the underlying performance metrics |
The weighted-average grant date fair value per share for awards granted during the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, was $151.20, $148.96, and $99.68, respectively.
The following table summarizes the total intrinsic value for awards vested (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Awards | $ | 249.6 | | | $ | 167.4 | | | $ | 100.9 | |
| | | | | |
Valuation and Expense Information
The following table summarizes pre-tax share-based compensation expense by financial statement line and related tax benefit (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Cost of goods sold | $ | 26.9 | | | $ | 28.9 | | | $ | 23.2 | |
| Research and development | 93.8 | | | 85.7 | | | 68.7 | |
| Selling, general, and administrative | 74.5 | | | 77.3 | | | 64.7 | |
| Total share-based compensation expense | $ | 195.2 | | | $ | 191.9 | | | $ | 156.6 | |
| | | | | |
| Share-based compensation tax benefit | $ | 20.1 | | | $ | 13.5 | | | $ | 10.3 | |
| Capitalized share-based compensation expense at period end | $ | 6.8 | | | $ | 9.8 | | | $ | 10.6 | |
The following table summarizes total compensation costs related to unvested share-based awards not yet recognized and the weighted-average period over which it is expected to be recognized at September 30, 2022:
| | | | | | | | | | | |
| Unrecognized compensation cost for unvested awards
(in millions) | | Weighted average remaining recognition period
(in years) |
| Awards | $ | 208.2 | | | 2.6 |
| | | |
The fair value of the restricted stock units is equal to the closing market price of the Company’s common stock on the date of grant.
The Company issued performance stock unit awards during fiscal 2022, fiscal 2021, and fiscal 2020 that contained market-based conditions. The fair value of these performance stock unit awards was estimated on the date of the grant using a Monte Carlo simulation with the following weighted average assumptions:
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Volatility of common stock | 44.04 | % | | 43.20 | % | | 32.22 | % |
| Average volatility of peer companies | 46.28 | % | | 45.96 | % | | 33.96 | % |
| Average correlation coefficient of peer companies | 0.65 | | | 0.65 | | | 0.61 | |
| Risk-free interest rate | 0.79 | % | | 0.25 | % | | 1.62 | % |
| Dividend yield | 1.40 | % | | 1.39 | % | | 1.78 | % |
11. LEASES
The Company’s lease arrangements consist primarily of corporate, manufacturing, design, and other facility agreements as well as various machinery and office equipment agreements. The leases expire at various dates through 2061, some of which include options to extend the lease term. The longest potential total lease term consists of a 40-year land lease in Osaka, Japan.
During the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, the Company recorded $43.6 million, $33.9 million, and $28.1 million of operating lease expense, and $12.3 million, $3.2 million, and $7.6 million of variable lease expense, respectively.
Supplemental cash information and non-cash activities related to operating leases are as follows (in millions):
| | | | | | | | | | | | | |
| | | Fiscal Year Ended |
| | | September 30,
2022 | | October 1,
2021 |
| Operating cash outflows from operating leases | | | $ | 32.0 | | | $ | 32.5 | |
| Operating lease assets obtained in exchange for new lease liabilities | | | $ | 84.6 | | | $ | 24.8 | |
Operating leases are classified as follows (in millions):
| | | | | | | | | | | | | |
| | | Fiscal Year Ended |
| | | September 30,
2022 | | October 1,
2021 |
| Other current liabilities | | | $ | 18.5 | | | $ | 33.0 | |
| Long-term operating lease liabilities | | | 206.9 | | | 144.5 | |
| Total lease liabilities | | | $ | 225.4 | | | $ | 177.5 | |
Maturities of lease liabilities under operating leases by fiscal year are as follows (in millions):
| | | | | |
| As of |
| September 30,
2022 |
| 2023 | $ | 15.2 | |
| 2024 | 31.0 | |
| 2025 | 30.1 | |
| 2026 | 26.9 | |
| 2027 | 26.1 | |
| Thereafter | 150.1 | |
| Total lease payments | 279.4 | |
| Less: imputed interest | (54.0) | |
| Present value of lease liabilities | 225.4 | |
| Less: current portion (included in other current liabilities) | (18.5) | |
| Total | $ | 206.9 | |
Weighted-average remaining lease term and discount rate related to operating leases are as follows:
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Weighted-average remaining lease term (years) | 12.1 | | 7.5 |
| Weighted-average discount rate | 3.3 | % | | 3.1 | % |
12. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims, and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, environmental hazards, product liability and warranty, safety and health, employment, and contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. Third parties have asserted, and may in the future, assert patent, copyright, trademark, and other intellectual property rights to technologies that are important to the Company’s business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims, or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company’s financial condition or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to ensure loss contingencies are recognized and/or disclosed in its financial statements and footnotes. The Company does not believe there are any pending legal proceedings that are reasonably possible to result in a material loss. The Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business or financial statements.
13. GUARANTEES AND INDEMNITIES
The Company has made no significant contractual guarantees for the benefit of third parties. However, the Company generally indemnifies its customers from third-party intellectual property infringement litigation claims related to its products and, on occasion, also provides other indemnities related to product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the state of Delaware. The duration of the indemnities varies, and in many cases is indefinite. The indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales and in many cases are subject to geographic and other restrictions. In certain instances, the Company’s indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets and does not expect that such obligations will have a material adverse impact on its financial statements.
14. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Net income | $ | 1,275.2 | | | $ | 1,498.3 | | | $ | 814.8 | |
| | | | | |
| Weighted average shares outstanding – basic | 162.4 | | | 165.2 | | | 168.5 | |
| Dilutive effect of equity-based awards | 0.9 | | | 1.8 | | | 1.4 | |
| Weighted average shares outstanding – diluted | 163.3 | | | 167.0 | | | 169.9 | |
| | | | | |
| Net income per share – basic | $ | 7.85 | | | $ | 9.07 | | | $ | 4.84 | |
| Net income per share – diluted | $ | 7.81 | | | $ | 8.97 | | | $ | 4.80 | |
| | | | | |
| Anti-dilutive common stock equivalents | 0.7 | | | — | | | 0.1 | |
Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. The calculation of diluted earnings per share includes the dilutive effect of equity-based awards that were outstanding during the fiscal years ended September 30, 2022, October 1, 2021, and October 2, 2020, using the treasury stock method. Shares issuable upon the vesting of performance stock awards are likewise included in the calculation of diluted earnings per share as of the date the condition(s) have been satisfied, assuming the end of the reporting period was the end of the contingency period. Certain of the Company’s outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future.
15. SEGMENT INFORMATION AND CONCENTRATIONS
The Company has a single reportable operating segment which designs, develops, manufactures, and markets similar proprietary semiconductor products, including intellectual property. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the president and chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually.
Disaggregation of Revenue and Geographic Information
The Company presents net revenue by geographic area based upon the location of the OEMs’ headquarters and sales channel as it believes that doing so best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by
economic factors. Individually insignificant OEMs are presented based on sales region. Net revenue by geographic area is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| United States | $ | 3,685.7 | | | $ | 3,228.1 | | | $ | 2,012.8 | |
| China | 599.6 | | | 994.2 | | | 700.7 | |
| Taiwan | 430.4 | | | 404.2 | | | 240.4 | |
| South Korea | 458.2 | | | 264.5 | | | 254.6 | |
| Europe, Middle East, and Africa | 235.8 | | | 180.1 | | | 122.9 | |
| Other Asia-Pacific | 75.8 | | | 38.0 | | | 24.3 | |
| Total | $ | 5,485.5 | | | $ | 5,109.1 | | | $ | 3,355.7 | |
Net revenue by sales channel is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Fiscal Years Ended |
| September 30,
2022 | | October 1,
2021 | | October 2,
2020 |
| Distributors | $ | 4,488.1 | | | $ | 4,539.7 | | | $ | 2,599.8 | |
| Direct customers | 997.4 | | | 569.4 | | | 755.9 | |
| Total | $ | 5,485.5 | | | $ | 5,109.1 | | | $ | 3,355.7 | |
The Company’s revenue from external customers is generated principally from the sale of semiconductor products. Accordingly, the Company considers its product offerings to be similar in nature and therefore not segregated for reporting purposes.
Net property, plant, and equipment balances, based on the physical locations within the indicated geographic areas are as follows (in millions):
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Japan | $ | 679.7 | | | $ | 598.9 | |
| Singapore | 363.3 | | | 340.0 | |
| Mexico | 296.7 | | | 362.9 | |
| United States | 246.0 | | | 183.5 | |
| Rest of world | 19.1 | | | 16.3 | |
| $ | 1,604.8 | | | $ | 1,501.6 | |
Concentrations
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of trade accounts receivable. Trade accounts receivable are primarily derived from sales to manufacturers of communications and consumer products and electronic component distributors. The Company performs ongoing credit evaluations of customers.
In fiscal 2022, 2021, and 2020, Apple, through sales to multiple distributors, contract manufacturers, and direct sales for multiple applications including smartphones, tablets, desktop, and notebook computers, watches and other devices, in the aggregate accounted for 58%, 59%, and 56% of the Company’s net revenue, respectively.
At September 30, 2022, the Company’s three largest accounts receivable balances comprised 79% of aggregate gross accounts receivable. This concentration was 70% at October 1, 2021, and 70% at October 2, 2020.
16. SUPPLEMENTAL FINANCIAL INFORMATION
Other current assets consistAudit Committee consisting of the following (in millions):
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Prepaid expenses | $ | 242.3 | | | $ | 106.7 | |
| Other | 95.2 | | 97.4 | |
| Total other current assets | $ | 337.5 | | | $ | 204.1 | |
Other current liabilities consistindividuals, each of whom qualifies as independent within the meaning of the following (in millions):
| | | | | | | | | | | |
| As of |
| September 30,
2022 | | October 1,
2021 |
| Accrued customer liabilities | $ | 226.9 | | | $ | 119.7 | |
| Accrued taxes | 48.8 | | | 88.6 | |
| Short-term operating lease liabilities | 18.5 | | | 33.0 | |
| Other | 45.0 | | | 45.9 | |
| Total other current liabilities | $ | 339.2 | | | $ | 287.2 | |
17. DEBT
Debt consistsapplicable Listing Rules of the following (in millions, except percentages):
| | | | | | | | | | | | | | | | | |
| | | As of |
| Effective Interest Rate | | September 30,
2022 | | October 1,
2021 |
| 0.90% Senior Notes due 2023 | 1.15 | % | | $ | 500.0 | | | $ | 500.0 | |
| 1.80% Senior Notes due 2026 | 1.97 | % | | 500.0 | | | 500.0 | |
| 3.00% Senior Notes due 2031 | 3.13 | % | | 500.0 | | | 500.0 | |
| Term Loans due 2024 | 2.11 | % | | 700.0 | | | 750.0 | |
| Unamortized debt discount and issuance costs | | | (10.9) | | | (14.4) | |
| Total debt | | | 2,189.1 | | | 2,235.6 | |
| Less: current portion of long-term debt | | | 499.2 | | | — | |
| Total | | | $ | 1,689.9 | | | $ | 2,235.6 | |
Senior Notes
On May 26, 2021,Nasdaq Stock Market LLC (the “Nasdaq Rules”) and meets the Company issued $500.0 million of its 0.90% Senior Notes due 2023 (the “2023 Notes”), $500.0 million of its 1.80% Senior Notes due 2026 (the “2026 Notes”), and $500.0 million of its 3.00% Senior Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”). The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of its existing and future senior unsecured debt but effectively junior to any of the Company’s senior secured debt to the extent of the value of collateral securing such debt, and are structurally subordinated to all existing and future obligations of the Company’s subsidiaries. The Notes will mature on each respective maturity date, unless earlier redeemed in accordance with their terms. Interest on the Notes is payable on June 1 and December 1 of each year.
The Company may redeem all or a portion of the 2023 Notes at any time after June 1, 2022, and all or a portion of the 2026 Notes and the 2031 Notes at any time and from time to time prior to maturity, in whole or in part,criteria for cash at the applicable redemption pricesindependence set forth in the respective supplemental indenture. If the Company undergoes a change of control repurchase event, as defined in the indenture governing the Notes (as supplemented, the “Indenture”), holders may require the Company to repurchase the Notes in whole or in part for cash at a price equal to 101% of the principal amount of the Notes to be purchased, plus any accrued and unpaid interest. As of September 30, 2022, the Company considered the likelihood of acceleration related to the 2026 and 2031 Notes and recorded the Notes as long-term debt. The 2023 Note has been recorded as short-term debt. The
Notes are recorded net of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings.
The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency, and default in the performance or breach of any covenant or warranty contained in the Indenture or the Notes.
Term Credit Agreement
On May 21, 2021, the Company entered into a term credit agreement (the “Term Credit Agreement”) providing for a $1.0 billion term loan facility (the “Term Loan Facility”). On July 26, 2021, the Company borrowed $1.0 billion in aggregate principal amount of term loans (the “Term Loans”)Rule 10A-3(b)(1) under the Term Loan Facility to finance a portion of the purchase price for the Asset Purchase and to pay fees and expenses incurred in connection therewith. During fiscal 2022 and 2021, the Company repaid $50.0 million and $250.0 million, respectively, of outstanding borrowings under the Term Loans. As of September 30, 2022, there were $700.0 million of borrowings outstanding under the Term Loan Facility.
Borrowings under the Term Loan Facility are not currently guaranteed by any of the Company’s subsidiaries. Interest on the Term Loans is payable either monthly or quarterly elected at the Company’s discretion and is based on the applicable floating interest rate, plus an applicable margin based on the Company’s public debt credit ratings. The Term Loans mature on July 26, 2024, and all amounts then-outstanding under the Term Loans, together with accrued and unpaid interest thereon, are repayable at maturity. There is no premium or penalty for prepayment.
The Term Credit Agreement contains customary representations and warranties and covenants, including restrictions on the incurrence of indebtedness by non-guarantor subsidiaries and the creation of liens, and a financial covenant consisting of a limitation on leverage, defined as consolidated total indebtedness divided by consolidated earnings before interest, taxes, depreciation, and amortization for the period of four consecutive quarters not to exceed a ratio of 3.0 to 1.0. The Term Credit Agreement also contains customary events of default, which include failure to make required payments of principal and interest, breaches of representations and warranties, changes of control or failures to pay money judgments, and certain defaults in respect of specified material indebtedness, upon the occurrence of which, among other remedies, the lenders may accelerate the maturity of the indebtedness and other obligations under the Term Credit Agreement.
Revolving Credit Agreement
On May 21, 2021, the Company entered into a revolving credit agreement (the “Revolving Credit Agreement”) providing for a $750.0 million revolving credit facility (the “Revolver”). The proceeds of the Revolver will be used for general corporate purposes and working capital needs of the Company and its subsidiaries.
The Revolver provides for revolving credit borrowings and letters of credit, with sublimits for letters of credit. The Revolver may be increased in specified circumstances by up to $250.0 million at the discretion of the lenders. The Revolver matures on July 26, 2026, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable at maturity.
The Revolving Credit Agreement contains customary representations and warranties and covenants, including restrictions on the incurrence of indebtedness by non-guarantor subsidiaries and the creation of liens, and a financial covenant consisting of a limitation on leverage, defined as consolidated total indebtedness divided by consolidated earnings before interest, taxes, depreciation, and amortization for the period of four consecutive quarters not to exceed a ratio of 3.0 to 1.0. As of September 30, 2022, there were no borrowings outstanding under the Revolver.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act means controlsof 1934 (“Exchange Act”): David P. McGlade (Chairman), Eric Guerin, Christine King, and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on management’s evaluation of our disclosure controls and procedures as of September 30, 2022, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Robert A. Schriesheim. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors managementhas determined that each of Mr. McGlade (Chairman), Mr. Guerin, Ms. King, and other personnel, to provide reasonable assurance regardingMr. Schriesheim meets the reliabilityqualifications of an “audit committee financial reportingexpert” under SEC Rules and the preparationqualifications of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 Internal Control-Integrated Framework.
Based on their assessment, management concluded that, as of September 30, 2022, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as stated within their report which appears herein.
Changes in Internal Control Over Financial Reporting.
There are no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal 2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information“financial sophistication” under the captions “Directors and Executive Officers,” “Corporate Governance─Committeesapplicable Nasdaq Rules.
Code of the Board of Directors,” and “Other Matters—Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement for the 2023 Annual Meeting of Stockholders is incorporated herein by reference.Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We make available our code of business conduct and ethics free of charge through our website at www.skyworksinc.com.www.skyworksinc.com. We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed by posting any such amendment or waivers on our website pursuant to SEC requirements and rules of the Nasdaq Global Select Market.Rules.
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Discussion and Analysis
Named Executive Officers
This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer, and our three next most highly paid executive officers during our fiscal year ended September 29, 2023 (“fiscal year 2023”), as determined under the rules of the SEC. We refer to this group of executive officers as our “Named Executive Officers.” For fiscal year 2023, our Named Executive Officers were:
• Liam K. Griffin, Chairman, Chief Executive Officer and President;
• Kris Sennesael, Senior Vice President and Chief Financial Officer;
• Reza Kasnavi, Senior Vice President, Technology and Manufacturing;
• Carlos S. Bori, Senior Vice President, Sales and Marketing; and
• Robert J. Terry, Senior Vice President, General Counsel and Secretary.
Engagement with Stockholders Regarding Executive Compensation
In evaluating and establishing our executive compensation policies and programs, our Compensation Committee values and actively considers the opinions expressed by our stockholders through the “say-on-pay” advisory vote at each annual stockholder meeting, as well as through our ongoing stockholder engagement efforts. At our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), approximately 79% of the votes cast approved our “say-on-pay” proposal, reflecting continued support for our compensation policies and determinations for our fiscal year ended September 30, 2022 (“fiscal year 2022”), including the updates the Compensation Committee had made for fiscal year 2022 in response to stockholder feedback. That said, we recognize that support for say-on-pay reflected a modest decline from 86% the previous year and the importance of continued, robust stockholder engagement and responsiveness to stockholder input on compensation matters.
Following the 2023 Annual Meeting and through December 2023, we engaged in formal stockholder outreach, soliciting feedback from more than 20 institutional stockholders representing approximately 51% of the Company’s shares outstanding. Stockholders representing approximately 36% of the Company’s shares outstanding responded to the outreach, either with written feedback, a request to speak, or by declining the invitation. Generally, investors who declined a meeting noted that they did so because they did not have any concerns to discuss. We held engagement meetings with each of those stockholders who requested to meet. The Lead Independent Director and Chairman of our Compensation Committee, Ms. King, was actively involved in stockholder engagement.
During these conversations, institutional stockholders were interested in discussing a range of topics beyond executive compensation, including our corporate governance, our efforts to eliminate the supermajority vote provisions from our Restated Certificate of Incorporation, and our sustainability efforts, among others, with many expressing approval of the Company’s strategy, performance, and management. In addition, stockholders generally did not express concerns with the overall structure of our compensation program and broadly shared support for the Company’s demonstrated history of disclosure and stockholder responsiveness, including relating to compensation policies and plan designs. In some cases, investors asked for more information on the rationale behind our metrics and performance periods, including seeking to better understand our utilization of two semi-annual performance periods for our short-term incentive program and our emerging revenue growth metric in our long-term stock-based
compensation awards. Stockholders found our explanations helpful and shared that they had a better understanding of the Company’s design of its compensation plans following these discussions.
After considering this input from our stockholders, as well as evaluating best practices related to executive compensation by public companies generally, and our peer group specifically, our Compensation Committee determined that overall, the Company’s executive compensation policies and plan designs remained appropriate and in the best interests of the Company and its stockholders. To further support the alignment between the Company and its stockholders, for fiscal year 2023, the Compensation Committee modified the peer group, replacing two companies with larger market capitalizations that were acquired with two companies with comparable market capitalizations. In addition, the Compensation Committee returned the short-term incentive program for the fiscal year ending September 27, 2024 (“fiscal year 2024”) from two semi-annual performance periods to one annual performance period because the Compensation Committee believed that it could set appropriately rigorous performance goals for a one-year period.
Approach for Determining Form and Amounts of Compensation
The Compensation Committee, which is composed solely of independent directors within the meaning of applicable Nasdaq Rules and non-employee directors within the meaning of Rule 16b-3 under the Exchange Act, is responsible for determining all components and amounts of compensation to be paid to our Named Executive Officers, as well as any other executive officers or employees who report directly to the Chief Executive Officer. The Compensation Committee sets compensation for the Named Executive Officers, including base salary, short-term incentives, and long-term stock-based incentives, at levels generally intended to be competitive with the compensation of comparable executives in semiconductor companies with which we compete for executive talent and to link the compensation of our Named Executive Officers to improvements in the Company’s financial performance and increases in stockholder value.
Compensation Program Objectives
The objectives of our executive compensation program are to attract, retain, and motivate highly qualified executives to operate our business, and to link the compensation of those executives to improvements in the Company’s financial performance and increases in stockholder value. Accordingly, the Compensation Committee’s goals in establishing our executive compensation program include:
•ensuring that our executive compensation program is competitive with a group of companies in the semiconductor industry with which we compete for executive talent;
•providing a base salary that serves as the foundation of a compensation package that attracts and retains the executive talent needed to achieve our business objectives;
•providing short-term variable compensation that motivates executives and rewards them for achieving Company financial performance targets;
•providing long-term stock-based compensation that aligns the interest of our executives with stockholders by rewarding them for long-term increases in stockholder value; and
•ensuring that our executive compensation program is perceived as fundamentally fair to our employees.
Retention of Compensation Consultant
The Compensation Committee has engaged Aon Consulting (“Aon”) to assist in determining the components and amount of executive compensation. Aon reports directly to the Compensation Committee, through its chairman, and the Compensation Committee retains the right to terminate or replace the consultant at any time. The Compensation Committee has considered the relationships that Aon has with the Company, the members of the
Compensation Committee and our executive officers, as well as the policies that Aon has in place to maintain its independence and objectivity, and has determined that Aon’s work for the Compensation Committee has not raised any conflicts of interest. Company management also purchases published compensation and benefits surveys from Aon, and on occasion engages certain affiliates of Aon in various jurisdictions for services unrelated to executive compensation and benefits, engagements for which the Company’s management has not sought the Compensation Committee’s approval. The fees paid to Aon and its affiliates in fiscal year 2023 for these surveys and additional services did not exceed $120,000.
Use of Comparator Group Data
The Compensation Committee annually compares the components and amounts of compensation that we provide to our Chief Executive Officer and each of the other Named Executive Officers with “Comparator Group” data for each position and uses this comparison data to help inform its review and determination of base salaries, short-term incentives, and long-term stock-based compensation awards, as discussed in further detail below under “Components of Compensation.” For fiscal year 2023, the Compensation Committee approved Comparator Group data consisting of a 50/50 blend of (i) Aon survey data of semiconductor companies (where sufficient data was not available in the Aon semiconductor survey data for a given executive position, the Comparator Group data also included survey data regarding high-technology companies), and (ii) data from the group of 15 publicly traded semiconductor companies listed below.
Each year the Compensation Committee engages Aon to assess the peer group. Using this information, the Compensation Committee seeks to create a peer group comprised of semiconductor companies. Consolidation within the semiconductor industry over time has resulted in fewer semiconductor companies that are of similar market capitalization and revenue as Skyworks. As a result, when considering companies to potentially include in the peer group, the Compensation Committee also considers companies in adjacent industries, such as the semiconductor manufacturing equipment industry, as well as companies with smaller or greater revenue or market capitalization than the Company, many of which are business competitors and companies with which we compete for executive talent.
For the Company’s fiscal year 2023 compensation program, we made adjustments to our peer group from the prior fiscal year to improve comparability, in part in response to stockholder feedback. Specifically, we removed Maxim Integrated Products and Xilinx, both of which were acquired, and added Entegris and Monolithic Power Systems, both of which were comparable in size to the Company from a market capitalization standpoint and smaller than the Company in terms of revenue.
| | | | | | | | | | | |
| Peer Group for Fiscal Year 2023 Compensation (“FY23 Peer Group”) |
| Advanced Micro Devices | Lam Research | Monolithic Power Systems | QUALCOMM |
| Analog Devices | Marvell Technology | NXP Semiconductors | Texas Instruments |
| Entegris | Microchip Technology | ON Semiconductor | Western Digital |
| KLA Corporation | Micron Technology | Qorvo | |
The Compensation Committee generally seeks to make decisions regarding each Named Executive Officer’s compensation that are competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service. After reviewing the Comparator Group data and considering the input of Aon, the Compensation Committee established (and the full Board was advised of) the base salary, short-term incentive target, and stock-based compensation for each Named Executive Officer for fiscal year 2023. Aon advised the Compensation Committee that such components of executive compensation for fiscal year 2023 were competitive for chief executive officers and other executive officers at companies of similar size and complexity in the semiconductor industry.
In determining the compensation of our Chief Executive Officer for fiscal year 2023, the Compensation Committee focused on (i) competitive levels of compensation for chief executive officers who are leading a
company of similar size and complexity, (ii) the importance of retaining and incentivizing a chief executive officer with the strategic, financial, and leadership skills necessary to ensure our continued growth and success, (iii) our Chief Executive Officer’s role relative to the other Named Executive Officers, (iv) input from the full Board on our Chief Executive Officer’s performance, and (v) the length of our Chief Executive Officer’s service to the Company. Our Chief Executive Officer was not present during the voting or deliberations of the Compensation Committee concerning his compensation.
The Compensation Committee considered the recommendations of the Chief Executive Officer regarding the compensation of the other Named Executive Officers and each of his other direct reports. These recommendations were based on an assessment of each individual’s responsibilities, experience, performance, and contribution to the Company’s performance, and also took into account internal factors such as scope of role and level in the organization, in addition to external factors such as the current environment for attracting and retaining executives.
Components of Compensation
The key elements of compensation for our Named Executive Officers are base salary, short-term incentives, long-term stock-based incentives, and health and welfare benefits. For fiscal year 2023, the Compensation Committee sought to make decisions that would result in each Named Executive Officer’s target total direct compensation being competitive within the Comparator Group, with consideration given to the executive’s role, responsibility, performance, and length of service.
Base Salary
The Compensation Committee annually determines a competitive base salary for each executive officer using the Comparator Group data and input provided by Aon. Base salaries are intended to attract and retain talented executives, recognize individual roles and responsibilities and provide stable income to executives. In order to provide flexibility in consideration of differences in an individual executive’s scope of responsibilities, length of service, and performance, the Compensation Committee did not target a specific percentile of the Comparator Group for executive officer salaries; however, the salaries of the executive officers were generally near the median of the Comparator Group.
The base salary increases for fiscal year 2023 for each Named Executive Officer, as reflected in the table below, were based on the market-based salary adjustments recommended by Aon as well as recommendations by the Chief Executive Officer (for Named Executive Officers other than himself).
| | | | | | | | | | | |
| FY2023 Base Salary ($) | FY2022 Base Salary ($) | Increase (%) |
| Liam K. Griffin | 1,175,000 | 1,130,000 | 4.0% |
| Kris Sennesael | 606,000 | 588,000 | 3.1% |
| Reza Kasnavi | 576,000 | 557,000 | 3.4% |
| Carlos S. Bori | 541,000 | 520,000 | 4.0% |
| Robert J. Terry | 540,000 | 522,000 | 3.4% |
Short-Term Incentives
Overview
Our short-term incentive compensation plan for executive officers is established annually by the Compensation Committee and is intended to motivate and reward executives by tying a significant portion of their total cash compensation to the Company’s achievement of pre-established performance goals that are generally one year or less in duration. The Compensation Committee believes that pre-established performance goals under the
Company’s short-term incentive compensation plan for executive officers should generally be measured over a one-year performance period. Beginning with the Company’s fiscal year ended October 2, 2020 (“fiscal year 2020”) and continuing through fiscal year 2023, the Compensation Committee established annual short-term compensation incentive plans with two six-month performance periods as a result of significant market uncertainties.
With respect to the Fiscal Year 2023 Executive Incentive Plan (the “Incentive Plan”) adopted by the Compensation Committee on December 15, 2022, the Compensation Committee determined that in light of continued uncertainties resulting from geopolitical concerns and global supply chain challenges affecting the Company and its customers, which made forecasting difficult, semi-annual performance periods would be appropriate for fiscal year 2023. For the Company’s upcoming fiscal year 2024, giving consideration to feedback from the Company’s stockholders, the Compensation Committee is returning to a one-year performance period for the short-term compensation incentive plan despite some continuing uncertain market conditions. Although significant macroeconomic challenges persist, the Compensation Committee’s belief is that it could set appropriately rigorous performance goals for a one-year period for fiscal year 2024.
Incentive Opportunities
For each executive officer, short-term incentive compensation at the “target” level is designed to be near the median short-term incentive compensation of the Comparator Group. After reviewing Comparator Group data, the Compensation Committee determined that the target incentive under the Incentive Plan, as a percentage of base salary, for each of the Named Executive Officers should not be changed, as compared to the target incentives under the prior year’s short-term incentive plan.
The following table shows the range of short-term incentive compensation that each Named Executive Officer could earn in fiscal year 2023 as a percentage of such executive officer’s annual base salary.
| | | | | | | | | | | |
| Threshold | Target | Maximum |
| Chief Executive Officer | 80% | 160% | 320% |
| Chief Financial Officer | 50% | 100% | 200% |
| Other Executive Officers | 40% | 80% | 160% |
Performance Goals
In December 2022 and May 2023, the Compensation Committee established performance goals for the applicable semi-annual performance period, with each executive eligible to earn up to half of his or her annual short-term incentive compensation with respect to each six-month period. Under the Incentive Plan, any unearned amounts with respect to the first performance period were to be forfeited and could not be earned later based on performance during the second performance period or full-year performance. Payments under the Incentive Plan were based on achieving revenue and non-GAAP operating income performance goals, each of which was weighted at 50% for each respective performance period. The non-GAAP operating income performance goal is based on the Company’s publicly disclosed non-GAAP operating income1 after accounting for any incentive award payments, including those to be made under the Incentive Plan.
The target level performance goals were established by the Compensation Committee under the Incentive Plan after reviewing the Company’s historical operating results, as well as the Company’s business outlook and expected future results relative to peers, and were designed to require significant effort and operational success on the part of our executives and the Company. The maximum level performance goals established by the Compensation
1 Non-GAAP operating income typically excludes from GAAP operating income the following: share-based compensation expense, acquisition-related expenses, amortization of acquisition-related intangibles, settlements, gains, losses, and impairments and restructuring-related charges.
Committee have historically been difficult to achieve and are designed to represent outstanding performance that the Compensation Committee believes should be rewarded.
In May 2023, the Compensation Committee adopted performance goals for the second half of fiscal year 2023 based primarily on the Company’s outlook for the remainder of the fiscal year. Reflecting an unanticipated reduction in overall market demand and increased macroeconomic uncertainty, these performance goals were lower than the preliminary goals that were based on the Company’s original annual operating plan for fiscal year 2023. The performance goals adopted by the Compensation Committee for the second half of fiscal year 2023 were expected to, and did, present rigorous achievement hurdles, as reflected in the actual achievement by the Company (and described below).
The performance goals established under the Incentive Plan for fiscal year 2023 were as follows:
| | | | | | | | | | | | | | |
| Revenue | Non-GAAP Operating Income |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $2,225 | $2,250 | $768 | $700 |
| Target | $2,475 | $2,500 | $888 | $820 |
| Maximum | $2,575 | $2,750 | $938 | $940 |
The informationIncentive Plan stipulated that payouts to executives following the end of the fiscal year, under either of the metrics, were conditioned upon the Company achieving full-year non-GAAP operating income of $1.1 billion.
Calculation of Incentive Plan Payments
Under the Incentive Plan, upon completion of the first six months of the fiscal year, the Compensation Committee determined the extent to which the Company’s performance goals for the first performance period were attained, reviewed the Chief Executive Officer’s recommended payouts under the Incentive Plan, and approved the awards to be includedmade under the caption “Information aboutIncentive Plan with respect to the first performance period. Upon completion of the fiscal year, the Compensation Committee completed the same process with respect to the second performance period. Payments with respect to the first performance period were capped at 100% of the first half target level attributable to the applicable metric, with amounts over the target level held back and paid after the end of the fiscal year upon certification that the Company had achieved its minimum required level of non-GAAP operating income for the fiscal year.
Achievement under the performance goals at the “threshold,” “target,” or “maximum” level corresponds to payment under the Incentive Plan at the “threshold,” “target,” or “maximum” percentage, as applicable, with such percentage multiplied by the executive’s base salary for the six-month period and then multiplied by the weighting assigned to that performance goal. The payout for achievement under the performance goals between either the “threshold” and “target” levels or the “target” and “maximum” levels would be based on linear interpolation between the two relevant amounts.
Each executive’s payment under the Incentive Plan is calculated by evaluating achievement of each performance goal individually, determining the portion of the total eligible incentive payment earned with respect to each such performance goal, and totaling the resulting amounts. The Compensation Committee retained the discretion to make payments, upon consideration of recommendations by the Chief Executive Officer, even if the threshold performance goals were not met or if the nominal level of non-GAAP operating income was not met, or to make payments in excess of the maximum level if the Company’s performance exceeded the maximum performance goals. While the Compensation Committee believed it was appropriate to retain this discretion in order to make short-term incentive compensation awards in appropriate extraordinary circumstances, no such adjustments were actually made.
Fiscal Year Results
For the first half of fiscal year 2023, the Company’s revenue and Director Compensation”non-GAAP operating income achieved were $2,482 million and $877 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to 101% of his or her target payment level. A payment of the target amount was made to each Named Executive Officer in May 2023, with the remainder held back for potential payment following the completion of the fiscal year.
For the second half of fiscal year 2023, the Company’s revenue and non-GAAP operating income achieved were $2,290 million and $725 million, respectively, resulting in a short-term compensation award for each Named Executive Officer with respect to such performance period equal to only 59% of the target payment level. In November 2023, upon certifying that the nominal level of non-GAAP operating income had been achieved for the fiscal year, the Compensation Committee approved payment of the short-term incentive achieved with respect to the second performance period as well as payment of the remaining portion of the short-term incentive achieved with respect to the first performance period, which had been held back. The Compensation Committee did not exercise discretion, either upward or downward, to executives’ payments under the Incentive Plan.
The following table shows the Company’s achievement under the Incentive Plan:
| | | | | | | | | | | | | | |
| Revenue | Non-GAAP Operating Income |
| (in millions) | 1st Half | 2nd Half | 1st Half | 2nd Half |
| Threshold | $2,225 | $2,250 | $768 | $700 |
| Target | $2,475 | $2,500 | $888 | $820 |
| Maximum | $2,575 | $2,750 | $938 | $940 |
| Achieved | $2,482 | $2,290 | $877 | $725 |
Long-Term Stock-Based Compensation
Overview
The Compensation Committee generally makes long-term stock-based compensation awards to executive officers on an annual basis. Long-term stock-based compensation awards are intended to align the interests of our executive officers with those of our stockholders and to reward our executive officers for increases in stockholder value over periods of time greater than one year. It is the Company’s practice to make stock-based compensation awards to executive officers in November of each year at a prescheduled Compensation Committee meeting. For fiscal year 2023, the Compensation Committee made an annual stock-based compensation award to each of the Named Executive Officers on November 8, 2022, at a regularly scheduled Compensation Committee meeting.
Fiscal Year 2023 Stock-Based Compensation Awards
In making annual stock-based compensation awards to executive officers for fiscal year 2023, the Compensation Committee first reviewed the Comparator Group grant data by executive position. The Compensation Committee used that data to inform its determination of a target dollar value for the long-term stock-based award for each executive officer, as set forth in the table below, targeting awards for fiscal year 2023 that were competitive within the Comparator Group. Each executive officer was granted a performance share award (“PSA”) and a restricted stock unit (“RSU”) award equivalent to 60% and 40%, respectively, of the dollar value of the executive’s fiscal year 2023 stock-based award, calculating the number of shares subject to each award using the fair market value of the Company’s common stock on the date of such award and an assumption that the Company would achieve the “target” level of performance required to earn the PSA. The Compensation Committee’s rationale for awarding PSAs is to further align the executive’s interests with those of our stockholders by using equity awards that will vest only if the Company achieves pre-established performance goals, and we believe the Compensation
Committee’s decision to award a portion of the PSAs subject to metrics measured over a multi-year performance period more closely aligns the executive’s interests with those of our stockholders.
| | | | | | | | | | | |
| Name | Value of FY23 Stock-Based Award (1) | Number of Shares Subject to PSAs, at Target (2) | Number of Shares Subject to RSUs (2) |
| Liam K. Griffin | $13,000,000 | 87,976 | 58,651 |
| Kris Sennesael | $3,700,000 | 25,039 | 16,692 |
| Reza Kasnavi | $3,910,000 | 26,460 | 17,640 |
| Carlos S. Bori | $3,910,000 | 26,460 | 17,640 |
| Robert J. Terry | $3,220,000 | 21,791 | 14,527 |
________________________
(1) The grant date fair values of these stock-based awards as disclosed further below in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” differ from the values stated above due to the grant date fair value of the PSAs being computed using a Monte Carlo simulation to value the portion of the award related to total shareholder return (“TSR”) percentile ranking, in accordance with the provisions of ASC 718.
(2) Reflects the dollar value of the award, divided by $88.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022.
After setting award levels by position and evaluating our business needs for the attraction and retention of executives and employees as well as internal and external circumstances impacting the Company and its employees, the Compensation Committee also reviewed the Comparator Group data to set the aggregate number of shares of the Company’s common stock that would be made available for annual equity awards to eligible non-executive employees of the Company, as a percentage of the total number of the outstanding shares of the Company’s common stock.
FY23 PSAs
The PSAs granted on November 8, 2022 (the “FY23 PSAs”) have both “performance” and “continued employment” conditions that must be met in order for the executive to receive shares underlying the award.
The “performance” condition of the FY23 PSAs compares the Company’s performance under three distinct metrics during the applicable performance period against a range of pre-established targets, as follows:
| | | | | | | | | | | |
| Percentage of Aggregate Target Level Shares | Performance Period | Vesting |
| Target Level Shares with Respect to Emerging Revenue Growth Metric (1) | 25% | Fiscal Year 2023 | 100% at the End of Year Two |
| Target Level Shares with Respect to EBITDA Margin Percentile Ranking Metric (2) | 25% | Fiscal Years 2023–2024 | 100% at the End of Year Two |
| Target Level Shares with Respect to TSR Percentile Ranking Metric (3) | 50% | Fiscal Years 2023–2025 | 100% at the End of Year Three |
________________________
(1) The emerging revenue growth metric measures the Company’s year-over-year revenue growth in certain key product categories, each of which represents an identified longer-term growth market for the Company.
(2) The EBITDA margin percentile ranking metric measures the Company’s EBITDA margin achieved relative to the companies in our definitive proxy statementFY23 Peer Group during a two-year performance period comprising the Company’s fiscal years 2023 and 2024. For purposes of the EBITDA margin percentile ranking metric, EBITDA margin is calculated by dividing EBITDA by revenue for the applicable period, where EBITDA is defined as non-GAAP operating income, plus depreciation and amortization, for the applicable period. With respect to the Company and each FY23 Peer Group company, EBITDA and revenue are calculated based on publicly reported financial information for the applicable period (which for the FY23 Peer Group companies consists of the eight-quarter
period that ends closest to, but not later than, October 1, 2024).2 When calculating the Company’s EBITDA margin, the impact of any acquisition or disposition occurring within the performance period is excluded if the revenue attributable to such acquisition or disposition exceeds $50 million during such period.
(3) The TSR percentile ranking metric measures the Company’s percentile ranking achieved with respect to its peer group. The peer group for purposes of the TSR percentile ranking metric includes each of the companies in the S&P 500 Index during the performance period but excludes any such company that during the three-year performance period is acquired by or merged with (or enters into an agreement to be acquired by or merged with) another entity. For purposes of the PSA award, TSR for the Company and for each company in the peer group is calculated using a starting price and ending price, which consist of the average of the closing prices for each trading day during the sixty (60) consecutive calendar days ending on, and including, the last trading day before the measurement period begins and the last trading day of the measurement period, respectively, assuming dividend reinvestment and adjusting for stock splits, as applicable.
The semiconductor industry generally and, in particular, many of the markets into which the Company sells its connectivity products, are characterized by constant and rapid technological change, continuous product evolution, and short product life cycles, including annual product refreshes in some cases. Recognizing that a significant driver of long-term growth is our ability to identify and execute on emerging revenue growth opportunities, the Compensation Committee believes that retaining emerging revenue growth as a key metric with a one-year performance period is appropriate. Moreover, utilizing only performance periods longer than one year (e.g. multi-year periods) could limit the Committee’s ability to focus management on the most compelling growth opportunities each year. Accordingly, for the FY23 PSAs, the Compensation Committee retained emerging revenue growth as a one-year metric (representing 25% of the target value of the PSAs) to incentivize our management team on specific emerging product lines that have higher growth potential and are intended to drive long-term value creation. In light of stockholder feedback following the 2021 Annual Meeting of Stockholders, the Compensation Committee determined that shares earned pursuant to the emerging revenue growth metric would not vest until the two-year anniversary of the grant date.
For 25% of the target value under the FY23 PSAs, the Compensation Committee retained a two-year EBITDA margin percentile ranking metric that measures performance relative to the FY23 Peer Group. To incentivize above-median performance, the Compensation Committee set the target percentile for the EBITDA margin percentile ranking metric at the 55th percentile of our FY23 Peer Group.
As in prior years, the remaining half of the target value under the FY23 PSAs was based on a three-year TSR percentile ranking, which the Compensation Committee believed provides an appropriate balance to the one-year and two-year measurement periods.
The specific pre-established performance goals under the emerging revenue growth, EBITDA margin percentile ranking and TSR percentile ranking metrics are as follows:
| | | | | | | | | | | |
| Company Metric | Threshold | Target | Maximum |
| 1-year Emerging Revenue Growth (%) | 2.5% | 5.0% | 7.5% |
| 2-year EBITDA Margin Percentile Ranking | 25th | 55th | 75th |
| 3-year TSR Percentile Ranking | 25th | 55th | 90th |
As with the Incentive Plan, the pre-established targets under the FY23 PSAs were established by the Compensation Committee after reviewing the Company’s historical operating results and growth rates as well as the
2 When calculating the EBITDA margin percentile ranking, the performance of a company in the FY23 Peer Group will be included if during the performance period such company in the FY23 Peer Group publicly reports quarterly financial results for at least six consecutive quarters out of the eight applicable quarters.
Company’s expected future results relative to peers and were designed to require significant effort and operational success on the part of our executives and the Company:
•Emerging Revenue Growth Metric: The target level was set at 5%, representing above-market annual growth, the maximum level was set at 7.5%, which the Compensation Committee believed represented outstanding performance that would be difficult to achieve, and the threshold level was set at 2.5% as a result of continued market uncertainties. The threshold, target and maximum levels vary year to year as a result of the composition of what, as part of the Company’s product portfolio, comprises emerging revenue. For fiscal year 2023, emerging revenue growth was based on driving growth in the following key product categories: automotive, 5G BAW-enabled device (i.e., a 5G product containing at least one bulk acoustic wave filter) and next-generation connectivity products (i.e., WiFi 6/6E/7), as well as products sold by Mixed Signal Solutions, the Infrastructure and Automotive business that the Company acquired from Silicon Laboratories, Inc. in July 2021 (“MSS”).
•EBITDA Margin Percentile Ranking Metric: Consistent with the prior year’s award, the Compensation Committee set the target percentile at the 55th percentile of the FY23 Peer Group in order to further incentivize above-median performance.
•TSR Percentile Ranking Metric: Consistent with the prior year’s award, the Compensation Committee set the target percentile at the 55th percentile of the applicable peer group in order to further incentivize above-median performance.
The number of shares issuable under the FY23 PSAs corresponds to the level of achievement of the performance goals, as follows (subject to linear interpolation for amounts between “threshold” and “target” or “target” and “maximum”):
| | | | | | | | | | | |
| Performance Achieved |
| Threshold | Target | Maximum |
| % of Target Level Shares Earned with Respect to Emerging Revenue Growth Metric | 50% | 100% | 200% |
| % of Target Level Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric | 50% | 100% | 200% |
| % of Target Level Shares Earned with Respect to TSR Percentile Ranking Metric | 50% | 100% | 300% |
The “continued employment” condition of the FY23 PSAs provides that, to the extent that the performance goals are met, the shares earned under such metrics would vest as follows (provided, in each case, that the executive remains employed by the Company through each such vesting date):
| | | | | | | | |
| Anniversary of Grant Date (1) |
| Two Year | Three Year |
| % of Shares Earned with Respect to Emerging Revenue Growth Metric | 100% | |
| % of Shares Earned with Respect to EBITDA Margin Percentile Ranking Metric | 100% | |
| % of Shares Earned with Respect to TSR Percentile Ranking Metric | | 100% |
________________________
(1) In the event of termination by reason of death or permanent disability, the holder of an FY23 PSA (or the holder’s estate) would receive any earned but unissued shares that would have been issuable thereunder during the remaining term of the award.
During fiscal year 2022, the base period against which fiscal year 2023 emerging revenue performance was measured, the Company achieved revenue in the specified key product categories of $1,936 million. The base period emerging revenue included revenue from the automotive, 5G BAW-enabled device and next-generation connectivity product categories, as well as revenue generated by MSS.
During fiscal year 2023, the Company achieved revenue in the specified key product categories of $2,163 million, representing emerging revenue growth of 12%, which exceeds the “maximum” level of performance. This growth was driven by strong performance in the BAW-enabled and MSS product categories. This resulted in the Company achieving 200% of the target level of shares for such metric. The shares earned under this metric will be issued in November 2024, provided that the Named Executive Officer meets the continued employment condition.
In the period comprising fiscal year 2022 and fiscal year 2023, the period over which the EBITDA margin percentile ranking metric was measured, the Company achieved a margin of 44%, resulting in its ranking in the 62nd percentile against the applicable peer group. This resulted in the Company achieving 133% of the target level of shares for such metric. The shares earned under this metric were issued in November 2023.
Outstanding PSAs at the End of Fiscal Year 2023
As summarized in the table below of the annual PSA grants made to Named Executive Officers since our fiscal year ended September 28, 2018 (“fiscal year 2018”) (the first year in which the Compensation Committee awarded PSAs subject to a metric measured over a three-year performance period), achievement of the TSR percentile ranking metric under the FY23 PSAs, which is subject to a three-year performance period, will be determined following the conclusion of the Company’s fiscal year ending October 3, 2025 (“fiscal year 2025”). During the three-year performance period under the fiscal year 2021 PSAs comprising the Company’s fiscal years 2021, 2022, and 2023, the Company realized a TSR of -23% resulting in its ranking in the 4th percentile against the applicable peer group. As a result of failing to achieve the threshold TSR percentile ranking metric, no shares were earned by the Named Executive Officers with respect to such metric, and all PSAs with respect to such metric were cancelled.
| | | | | | | | | | | | | | |
| PSA Fiscal Year | Grant Date | Metric | Performance Period | Achieved (% of Target) |
| FY18 | 11/7/2017 | Non-GAAP EBITDA Growth | FY18 | 99.8% |
| 3-year TSR Percentile Ranking | FY18–FY20 | 0% |
| FY19 | 11/6/2018 | Non-GAAP EBITDA Growth | FY19 | 0% |
| 3-year TSR Percentile Ranking | FY19–FY21 | 74.1% |
| FY20 | 11/5/2019 | Emerging Revenue Growth | FY20 | 200% |
| Design Wins | FY20 | 200% |
| 3-year TSR Percentile Ranking | FY20–FY22 | 0% |
| FY21 | 11/11/2020 | Emerging Revenue Growth | FY21 | 200% |
| Design Wins | FY21 | 200% |
| 3-year TSR Percentile Ranking | FY21–FY23 | 0% |
| FY22 | 11/10/2021 | Emerging Revenue Growth | FY22 | 200% |
| EBITDA Margin Percentile Ranking | FY22–FY23 | 133% |
| 3-year TSR Percentile Ranking | FY22–FY24 | Perf. Period in Progress (1) |
| FY23 | 11/8/2022 | Emerging Revenue Growth | FY23 | 200% |
| EBITDA Margin Percentile Ranking | FY23–FY24 | Perf. Period in Progress (2) |
| 3-year TSR Percentile Ranking | FY23–FY25 | Perf. Period in Progress (3) |
________________________
(1) As of January 18, 2024, performance under this metric during the applicable performance period was below the “threshold” level of performance.
(2) As of January 18, 2024, performance under this metric during the applicable performance period was between the “target” and “maximum” levels of performance.
(3) As of January 18, 2024, performance under this metric during the applicable performance period was between the “threshold” and “target” levels of performance.
Other Compensation and Benefits
We provide other benefits to our executive officers that are intended to be part of a competitive overall compensation program and are not tied to any company performance criteria. Consistent with our objective of having compensation programs that are considered fair to our employees, executive officers are eligible to participate in the Company’s medical, dental, vision, life, and disability insurance plans, as well as the Company’s 401(k) Savings and Retirement Plan and Employee Stock Purchase Plan, under the same terms as such benefits are offered to other benefits-eligible employees. We do not provide executive officers with any enhanced retirement benefits (i.e., executive officers are subject to the same limits on contributions as other employees, as we do not offer any supplemental executive retirement plan or other similar non-qualified deferred compensation plan), and they are eligible for 401(k) company-match contributions under the same terms as other employees.
We offered executives the opportunity to participate in a reimbursement program for fiscal year 2023 providing up to an aggregate of $20,000 to each executive for the purchase of financial planning services, estate planning services, personal tax planning and preparation services, and/or an executive physical. No tax gross-up was provided for such reimbursements. In fiscal year 2023, each of the Named Executive Officers received reimbursement in connection with such services.
Severance and Change-in-Control Benefits
None of our executive officers, including the Named Executive Officers, has an employment agreement that provides a specific term of employment with the Company. Accordingly, the employment of any such employee may be terminated at any time. We do provide certain benefits to our Named Executive Officers upon certain qualifying terminations of employment and in connection with terminations of employment under certain circumstances following a change in control. A description of the material terms of our severance and change-in-control arrangements with the Named Executive Officers can be found immediately below and further below under “Potential Payments Upon Termination or Change in Control.”
The Compensation Committee believes that severance protections can play a valuable role in recruiting and retaining superior talent. Severance and other termination benefits are an effective way to offer executives financial security to incent them to forego an opportunity with another company. These agreements also protect the Company as the Named Executive Officers are bound by non-solicit covenants for a period of twelve (12) months after termination of employment. Outside of the change-in-control context, each Named Executive Officer is entitled to severance benefits if his or her employment is involuntarily terminated by the Company without cause and, in the case of the Chief Executive Officer, if he terminates his own employment for good reason (as defined in the Chief Executive Officer’s change-in-control agreement). The level of each Named Executive Officer’s cash severance or other termination benefit is generally tied to his or her annual base salary and short-term incentive amounts.
Additionally, each Named Executive Officer would receive enhanced severance benefits and accelerated vesting of equity awards if his or her employment were terminated under certain circumstances in connection with a change in control of the Company. These benefits are described in detail further below under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes these enhanced severance benefits and accelerated vesting are appropriate because the occurrence, or potential occurrence, of a change-in-control transaction would likely create uncertainty regarding the continued employment of executive officers that typically occurs in a change-in-control context, and such severance benefits and accelerated vesting encourage the Named Executive Officers to remain employed with the Company through the change-in-control process and to focus on enhancing stockholder value both before and during the process. In addition, the vesting protection helps assure the Named Executive Officers that they will not lose the expected value of their equity awards because of a change in control of the Company.
Executive Officer Stock Ownership Requirements
We have adopted executive officer stock ownership guidelines with the objective of more closely aligning the interests of our executive officers with those of our stockholders. Under the executive officer stock ownership guidelines, our Named Executive Officers are each required to hold the lower of (a) the number of shares with a fair market value equal to the applicable multiple of such executive’s current base salary, or (b) the applicable number of shares, each as set forth in the table below. Common stock owned outright by the Named Executive Officer (or by his or her spouse or minor children), common stock held in trust for the benefit of the Named Executive Officer (or his or her spouse or minor children), or restricted stock or restricted stock units granted pursuant to the equity compensation plans of the Company for which restrictions have lapsed, count towards the requirement. Unexercised options, whether or not vested, and restricted stock and restricted stock units still subject to risk of forfeiture, as well as any unissued performance shares, do not count towards the requirement. All of our Named Executive Officers are in compliance with the executive officer stock ownership guidelines as of the date hereof.
| | | | | | | | |
| Multiple of Annual Base Salary (1) | Shares |
| Chief Executive Officer | 6 | 96,900 |
| Chief Financial Officer | 2.5 | 21,000 |
| Senior Vice President, Technology and Manufacturing | 2.5 | 19,900 |
| Senior Vice President, Sales and Marketing | 2.5 | 18,600 |
| Senior Vice President and General Counsel | 2.5 | 18,600 |
________________________
(1) For purposes of the executive officer stock ownership guidelines, the fair market value of the Company’s common stock is the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date.
Executive Compensation Recoupment Policies
In March 2022, the Company adopted an executive compensation recoupment policy (the “2022 Policy”) that applies to both cash and equity incentive compensation for executive officers. Under the 2022 Policy, if we are required to prepare an accounting restatement for one or more periods due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, the Board or a committee of independent directors authorized by the Board will investigate the circumstances to determine whether an act or omission of a current or former executive officer, involving fraud or intentional misconduct, contributed to the circumstances resulting in the restatement. Following the investigation, we may require repayment of certain incentive-based compensation received by the executive officer in the three-year period preceding restatement.
In November 2023, the Company adopted a new executive compensation recovery policy (the “2023 Policy”) for purposes of complying with Section 10D of the Exchange Act and Nasdaq listing standards. The 2023 Policy provides that, in the event the Company is required to prepare an accounting restatement on or after October 2, 2023 (the “Effective Date”) due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, the Company will act to recover the amount of incentive-based compensation received on or after the Effective Date, by its current and former Section 16 officers, as applicable, in excess of the amount of incentive-based compensation that would have been received had it been determined based on the restated amount, subject to limited exceptions. In the event that an accounting restatement is not covered by the 2023 Policy but is covered by the 2022 Policy, the 2022 Policy will apply. In the event that an accounting restatement could be covered by both the 2022 Policy and 2023 Policy, only the 2023 Policy will apply.
Prohibition on Hedging and Certain Other Transactions
We prohibit our directors, officers, and employees (or any of their designees) from directly or indirectly engaging in the following transactions with respect to securities of the Company:
•selling short, including short sales “against the box”;
•buying or selling put or call options; or
•purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of securities of the Company, whether through the use of traded securities, privately negotiated derivative securities, or synthetic financial instruments.
In addition, we prohibit our directors, officers, and employees from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan.
Compliance with Internal Revenue Code Section 162(m)
For fiscal year 2023, the Company will be unable to deduct compensation in excess of $1 million paid to certain executive officers, as specified under Section 162(m) of the Internal Revenue Code (“IRC”). The Compensation Committee uses its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes such payments are appropriate and in the best interests of the Company and its stockholders.
Compensation Tables for Named Executive Officers
Summary Compensation Table
The following table summarizes compensation earned by, or awarded or paid to, our Named Executive Officers for fiscal year 2023, fiscal year 2022, and fiscal year 2021.
| | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) |
| Liam K. Griffin | 2023 | 1,170,502 | 14,554,926 | 1,509,604 | 26,404 | 17,261,436 |
| Chairman, Chief Executive Officer | 2022 | 1,124,289 | 13,087,793 | 2,423,906 | 31,174 | 16,667,162 |
| and President | 2021 | 1,070,223 | 11,612,745 | 3,440,000 | 27,453 | 16,150,421 |
| Kris Sennesael | 2023 | 604,200 | 4,142,435 | 486,606 | 20,921 | 5,254,162 |
| Senior Vice President and | 2022 | 585,092 | 4,131,556 | 788,306 | 17,384 | 5,522,338 |
| Chief Financial Officer | 2021 | 556,885 | 3,589,223 | 1,120,000 | 15,203 | 5,281,311 |
| Reza Kasnavi(4) | 2023 | 574,100 | 4,377,587 | 370,013 | 35,936 | 5,357,636 |
| Senior Vice President, | 2022 | 553,677 | 4,013,570 | 597,396 | 33,910 | 5,198,553 |
| Technology and Manufacturing | | | | | | |
| Carlos S. Bori | 2023 | 538,900 | 4,377,587 | 347,530 | 26,162 | 5,290,179 |
| Senior Vice President, | 2022 | 515,327 | 4,013,570 | 557,713 | 15,324 | 5,101,934 |
| Sales and Marketing | 2021 | 473,131 | 3,061,420 | 760,000 | 17,154 | 4,311,705 |
| Robert J. Terry | 2023 | 538,200 | 3,605,110 | 346,887 | 27,150 | 4,517,347 |
| Senior Vice President, | 2022 | 518,885 | 3,305,147 | 559,858 | 22,731 | 4,406,621 |
| General Counsel and Secretary | 2021 | 490,027 | 2,850,298 | 787,200 | 16,045 | 4,143,570 |
________________________
(1) The amounts in the Stock Awards column represent the grant date fair values, computed in accordance with the provisions of FASB ASC Topic 718—Compensation—Stock Compensation (“ASC 718”), of PSAs and RSUs granted during the applicable fiscal year, without regard to estimated forfeiture rates. For fiscal years 2021, 2022, and 2023, assuming the highest level of performance achievement with respect to the PSAs, the grant date fair values of the Stock Awards would be as follows: Mr. Griffin (FY 2021: $14,912,691; FY 2022: $16,912,789; FY2023: $18,454,902), Mr. Sennesael (FY 2021: $4,609,190; FY 2022: $5,339,011; FY2023: $5,252,414), Mr. Kasnavi (FY 2022: $5,886,558; FY2023: $5,550,558), Mr. Bori (FY 2021: $3,931,401; FY 2022: $5,186,558; FY2023: $5,550,558), and Mr. Terry (FY 2021: $3,660,286; FY 2022: $4,271,095; FY2023: $4,571,105). For a description of the assumptions used in calculating the fair value of equity awards in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023.
(2) Reflects amounts paid to the Named Executive Officers pursuant to the executive incentive plan adopted by the Compensation Committee for each year indicated.
(3) “All Other Compensation” includes the Company’s contributions to the executive’s 401(k) Plan account, the cost of group term life insurance premiums, and financial planning benefits. For fiscal year 2023, it specifically includes $13,200 in Company contributions to each Named Executive Officer’s 401(k) Plan account, as well as $7,310, $2,500, $20,000, $10,180, and $9,226 in financial planning benefits for Messrs. Griffin, Sennesael, Kasnavi, Bori and Terry, respectively.
(4) Mr. Kasnavi was not a Named Executive Officer prior to fiscal year 2022.
Grants of Plan-Based Awards Table
The following table summarizes all grants of plan-based awards made to the Named Executive Officers in fiscal year 2023, including incentive awards payable under the Incentive Plan.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock Or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($) |
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
| Liam K. Griffin | |
940,000 |
1,880,000 |
3,760,000 | | | | | |
| 11/08/2022 | | | | 43,988 | 87,976 | 219,940 | | 9,354,928(4) |
| 11/08/2022 | | | | | | | 58,651 | 5,199,998(5) |
| Kris Sennesael | |
303,000 |
606,000 |
1,212,000 | | | | | |
| 11/08/2022 | | | | 12,519 | 25,039 | 62,597 | | 2,662,522(4) |
| 11/08/2022 | | | | | | | 16,692 | 1,479,913(5) |
| Reza Kasnavi | |
230,400 |
460,800 |
921,600 | | | | | |
| 11/08/2022 | | | | 13,230 | 26,460 | 66,150 | | 2,813,624(4) |
| 11/08/2022 | | | | | | | 17,640 | 1,563,962(5) |
| Carlos S. Bori | |
216,400 |
432,800 |
865,600 | | | | | |
| 11/08/2022 | | | | 13,230 | 26,460 | 66,150 | | 2,813,624(4) |
| 11/08/2022 | | | | | | | 17,640 | 1,563,962(5) |
| Robert J. Terry | |
216,000 |
432,000 |
864,000 | | | | | |
| 11/08/2022 | | | | 10,895 | 21,791 | 54,477 | | 2,317,146(4) |
| 11/08/2022 | | | | | | | 14,527 | 1,287,964(5) |
________________________
(1) The amounts shown represent the potential value of awards earned under the Incentive Plan. The amounts actually paid to the Named Executive Officers under the Incentive Plan are shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the Incentive Plan, please see description above under “Components of Compensation—Short-Term Incentives.”
(2) The amounts shown represent shares potentially issuable pursuant to the FY23 PSAs granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan, as described above under “Components of Compensation—Long-Term Stock-Based Compensation.”
(3) Represents shares underlying RSU awards granted under the Company’s 2015 Long-Term Incentive Plan. Each RSU award vests over four years at a rate of twenty-five percent (25%) per year commencing one year after the grant date and on each subsequent anniversary of the grant date for the following three years, provided the executive remains employed by the Company through each such vesting date.
(4) Reflects the grant date fair value of the FY23 PSAs, computed in accordance with the provisions of ASC 718, using (a) a Monte Carlo simulation (which weights the probability of multiple potential outcomes) to value the portion of the award related to TSR percentile ranking, and (b) a price of $88.66 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022, to value the portion of the award related to emerging revenue growth and design wins, assuming performance at the “target” level. For a description of the assumptions used in calculating the fair value of equity awards granted in fiscal year 2023 under ASC 718, see Note 9 of the Company’s financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on November 17, 2023.
(5) Reflects the grant date fair value of the RSUs granted on November 8, 2022, computed in accordance with the provisions of ASC 718 using a price of $88.66 per share, which was the closing price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2022.
Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes the unvested stock awards and all stock options held by the Named Executive Officers as of the end of fiscal year 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | Stock Awards |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that Have Not Vested ($)(1) |
| Liam K. Griffin | | | | | 10,129(2) |
998,618 | 11,468(8) |
1,130,630 |
| | | | | 15,291(3) | 1,507,540 | 11,930(9) | 1,176,179 |
| | | | | 23,859(4) | 2,352,259 | 87,976(10) | 8,673,553 |
| | | | | 58,651(5) | 5,782,402 | | |
| | | | | 39,726(6) | 3,916,586 | | |
| | | | | 43,988(7) | 4,336,777 | | |
| Kris Sennesael | 12,770 | — | 77.66 | 11/9/2023 | 3,241(2) |
319,530 | 3,544(8) |
349,403 |
| | | | | 4,726(3) | 465,936 | 3,766(9) | 371,290 |
| | | | | 7,532(4) | 742,580 | 25,039(10) | 2,468,595 |
| | | | | 16,692(5) | 1,645,664 | | |
| | | | | 12,540(6) | 1,236,319 | | |
| | | | | 12,520(7) | 1,234,347 | | |
| Reza Kasnavi | | | | | 2,735(2) |
269,644 | 3,440(8) |
339,150 |
| | | | | 4,586(3) | 452,134 | 3,658(9) | 360,642 |
| | | | | 7,317(4) | 721,383 | 26,460(10) | 2,608,691 |
| | | | | 17,640(5) | 1,739,128 | | |
| | | | | 12,183(6) | 1,201,122 | | |
| | | | | 13,230(7) | 1,304,346 | | |
| Carlos S. Bori | | | | | 2,735(2) |
269,644 | 3,023(8) |
298,038 |
| | | | | 4,030(3) | 397,318 | 3,658(9) | 360,642 |
| | | | | 7,317(4) | 721,383 | 26,640(10) | 2,608,691 |
| | | | | 17,640(5) | 1,739,128 | | |
| | | | | 12,183(6) | 1,201,122 | | |
| | | | | 13,230(7) | 1,304,346 | | |
| Robert J. Terry | | | | | 2,633(2) |
259,587 | 2,815(8) | 277,531 |
| | | | | 3,752(3) | 369,910 | 3,012(9) | 296,953 |
| | | | | 6,025(4) | 594,005 | 21,791(10) | 2,148,375 |
| | | | | 14,527(5) | 1,432,217 | | |
| | | | | 10,033(6) | 989,153 | | |
| | | | | 10,896(7) | 1,074,237 | | |
________________________
(1)Reflects a price of $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023.
(2)Represents shares issuable under an RSU award granted on November 5, 2019, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vested at a rate of 25% per year on each anniversary of the grant date until it became fully vested on November 5, 2023.
(3)Represents shares issuable under an RSU award granted on November 11, 2020, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 11, 2024.
(4)Represents shares issuable under an RSU award granted on November 10, 2021, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 10, 2025.
(5)Represents shares issuable under an RSU award granted on November 8, 2022, under the Company’s 2015 Long-Term Incentive Plan. The RSU award vests at a rate of 25% per year on each anniversary of the grant date through November 8, 2026.
(6)Represents shares issuable under the fiscal year 2022 PSAs (“FY22 PSAs”) (awarded on November 10, 2021) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2022, assuming achievement at the “maximum” level of performance, one hundred percent (100%) of which were issued on November 10, 2023. Also represents shares issuable under the FY22 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2022 and 2023, assuming achievement with respect to such metric of 133% of the target level of performance, one hundred percent (100%) of which were issued on November 10, 2023.
(7)Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation—Long-Term Stock-Based Compensation”) with respect to the emerging revenue growth metric measured over a one-year performance period consisting of the Company’s fiscal year 2023, assuming achievement at the “maximum” level of performance. One hundred percent (100%) of the shares to be earned under the FY23 PSAs with respect to this metric will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition.
(8)Represents shares issuable under the fiscal year 2021 PSAs (the “FY21 PSAs”) with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY21 PSAs, which was subject to a three-year performance period, would have been issued on November 11, 2023, had it been achieved.
(9)Represents shares issuable under the FY22 PSAs with respect to the TSR percentile ranking metric, assuming achievement at the “threshold” level of performance. This portion of the FY22 PSAs, which is subject to a three-year performance period, will be issued on November 10, 2024, to the extent earned and provided that the executive meets the continued employment condition.
(10)Represents shares issuable under the FY23 PSAs (awarded on November 8, 2022, as described above under “Components of Compensation—Long-Term Stock-Based Compensation”) with respect to the TSR percentile ranking metric, assuming achievement at the “target” level of performance. This portion of the FY23 PSAs, which is subject to a three-year performance period, will be issued on November 8, 2025, to the extent earned and provided that the executive meets the continued employment condition. Also represents shares issuable under the FY23 PSAs with respect to the EBITDA margin percentile ranking metric measured over a two-year performance period consisting of the Company’s fiscal years 2023 and 2024, assuming achievement at the “maximum” level of performance. This portion of the FY23 PSAs will be issued on November 8, 2024, to the extent earned and provided that the executive meets the continued employment condition.
Option Exercises and Stock Vested Table
The following table summarizes the Named Executive Officers’ option exercises and stock award vesting during fiscal year 2023.
| | | | | | | | | | | | | | |
| Option Awards | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) |
| Liam K. Griffin | 13,211 | 348,977 | 60,765 | 5,649,836 |
| Kris Sennesael | 40,000 | 1,242,374 | 18,591 | 1,729,714 |
| Reza Kasnavi | — | — | 16,768 | 1,566,232 |
| Carlos S. Bori | — | — | 16,503 | 1,533,838 |
| Robert J. Terry | — | — | 14,204 | 1,324,298 |
________________________
(1) The value realized on exercise is based on the amount by which the market price of a share of the Company’s common stock at the time of exercise exceeded the applicable exercise price per share of the exercised option.
(2) The value realized upon vesting is determined by multiplying (a) the number of shares underlying the stock awards that vested, by (b) the closing price of the Company’s common stock on the Nasdaq Global Select Market on the applicable vesting date.
Potential Payments Upon Termination or Change in Control
Mr. Griffin
On May 10, 2023, in connection with the expiration, in accordance with its terms, of the Amended and Restated Change in Control / Severance Agreement between the Company and Mr. Griffin, the Company entered into a Second Amended and Restated Change in Control / Severance Agreement with Mr. Griffin (the “Griffin Agreement”). The Griffin Agreement sets out severance benefits that become payable if, while employed by the Company, other than following a change in control, Mr. Griffin either (i) is terminated without cause, or (ii) terminates his employment for good reason. The severance benefits provided to Mr. Griffin under either of these circumstances would consist of: (i) a lump-sum payment equal to two (2) times the sum of (A) his then-current annual base salary immediately prior to such termination and (B) the Bonus Amount (as defined below); (ii) full acceleration of the vesting of all of Mr. Griffin’s outstanding stock options, which stock options would become exercisable for a period of two (2) years after the termination date (but not beyond the expiration of their respective maximum terms), full acceleration of the vesting of all outstanding restricted stock awards (including awards of restricted stock units), and the right to receive the number of performance shares under outstanding PSAs that are earned but unissued and that he would have earned had he remained employed through the end of the applicable performance period; and (iii) provided he is eligible for and timely elects to continue receiving group medical coverage (and provided the provision of such payments will not violate any applicable nondiscrimination laws), certain COBRA continuation for him and his eligible dependents (“COBRA continuation”) for up to fifteen (15) months after the termination date. The “Bonus Amount” is an amount equal to the greater of (x) the average of the short-term cash incentive awards received for the three (3) years prior to the year in which the termination occurs, and (y) the target annual short-term cash incentive award for the year in which the termination occurs.
The Griffin Agreement also sets out severance benefits that become payable if, within the period of time commencing three (3) months prior to and ending two (2) years following a change in control, Mr. Griffin’s employment is either (i) terminated by the Company without cause, or (ii) terminated by him for good reason (a “Qualifying Termination”). The severance benefits provided to Mr. Griffin in such circumstances would consist of the following: (i) a lump-sum payment equal to two and one-half (21/2) times the sum of (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount (as defined below); (ii) all of Mr. Griffin’s then-outstanding stock options would become exercisable for a period of thirty (30) months after the
termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date. The “CIC Bonus Amount” is an amount equal to the greater of (x) the average of the annual short-term cash incentive awards received for the three (3) years prior to the year in which the change of control occurs and (y) the target annual short-term cash incentive award for the year in which the change of control occurs.
The Griffin Agreement also provides that in the event of a Qualifying Termination, Mr. Griffin is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the applicable performance period, such awards would be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control.
In the event of Mr. Griffin’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), the Griffin Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). The Griffin Agreement also provides that if Mr. Griffin’s death or permanent disability occurs prior to the end of the performance period of a performance-based equity award, each such award would be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had he remained employed through the end of the performance period, and such earned shares would become vested and issuable to him after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).
The Griffin Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term from May 10, 2023, and thereafter renews automatically on an annual basis for up to five (5) additional years unless either the Company or Mr. Griffin timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to Mr. Griffin under the Griffin Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in his retaining a larger amount, on an after-tax basis, than if he had received all of the payments due.
Additionally, the Griffin Agreement requires that Mr. Griffin sign a release of claims in favor of the Company before he is eligible to receive any benefits under the Griffin Agreement and contains a non-solicitation provision applicable to Mr. Griffin while he is employed by the Company and for twelve (12) months following the termination of his employment.
The terms “change in control,” “cause,” and “good reason” are each defined in the Griffin Agreement. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i)
deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in his base compensation, authority, duties, responsibilities, or budget over which he retains authority; (ii) a requirement that Mr. Griffin report to a corporate officer or employee instead of reporting directly to the Board of Directors; (iii) a material change in his office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.
Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry
The Company entered into Amended and Restated Change in Control / Severance Agreements with each of Mr. Sennesael, Mr. Kasnavi, Mr. Bori, and Mr. Terry on May 10, 2023, respectively. Each such Amended and Restated Change in Control / Severance Agreement is referred to herein as a “CIC Agreement.”
Each CIC Agreement sets out severance benefits that become payable if the executive officer experiences a Qualifying Termination. The severance benefits provided to the executive in such circumstances would consist of the following: (i) a lump sum payment equal to one and one-half (11/2) times the sum of (A) his annual base salary immediately prior to the change in control, and (B) the CIC Bonus Amount; (ii) all of the executive’s then-outstanding stock options would remain exercisable for a period of eighteen (18) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation for up to eighteen (18) months after the termination date.
Each CIC Agreement also provides that in the event of a Qualifying Termination, the executive is entitled to full acceleration of the vesting of all of his outstanding equity awards (including stock options, restricted stock awards, RSU awards, and all earned but unissued performance-based equity awards). At the time of a change in control, all such outstanding equity awards would continue to be subject to the same time-based vesting schedule to which the awards were subject prior to the change in control (including performance-based equity awards that are deemed earned at the time of the change in control as described below). For performance-based equity awards where the change in control occurs prior to the end of the performance period, such awards would be deemed earned as to the greater of (i) the target level of shares for such awards, or (ii) if such calculation is determined to be practicable by the Compensation Committee, the number of shares that would have been earned pursuant to the terms of such awards based upon performance up through and including the day prior to the date of the change in control. In the event that the successor or surviving company does not agree to assume, or to substitute for, such outstanding equity awards on substantially similar terms with substantially equivalent economic benefits as exist for such award immediately prior to the change in control, then such awards would accelerate in full as of the change in control.
Each CIC Agreement also sets out severance benefits outside a change in control that become payable if the executive’s employment is terminated by the Company without cause. The severance benefits provided to the executive under such circumstance would consist of the following: (i) biweekly compensation continuation payments commencing not more than sixty (60) days after such termination and continuing for a period of twelve (12) months, with each such compensation continuation payment being equal to the aggregate payment amount divided by twenty-six (26), where the aggregate payment is equal to the sum of (x) his then-current annual base salary, and (y) any short-term cash incentive award then due; (ii) all then-vested outstanding stock options would remain exercisable for a period of twelve (12) months after the termination date (but not beyond the expiration of their respective maximum terms); and (iii) COBRA continuation coverage for up to twelve (12) months after the termination date.
In the event of the executive’s death or permanent disability (within the meaning of Section 22(e)(3) of the IRC), each CIC Agreement provides for full acceleration of the vesting of all then-outstanding equity awards subject to time-based vesting (including stock options, restricted stock awards, RSU awards, and all performance-based equity awards where the performance period has ended and the shares are earned but unissued). Each CIC
Agreement also provides that for a performance-based equity award where the executive’s death or permanent disability occurs prior to the end of the performance period, such award would be deemed earned as to the greater of (i) the target level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had the executive remained employed through the end of the performance period, and such earned shares would become vested and issuable to the executive after the performance period ends. In addition, all outstanding stock options would remain exercisable for a period of twelve (12) months following the termination of employment (but not beyond the expiration of their respective maximum terms).
Each CIC Agreement is intended to be exempt from or compliant with Section 409A of the IRC and has an initial two (2) year term, and thereafter renews automatically on an annual basis for up to five (5) additional years unless either the Company or the executive timely provides a notice of non-renewal to the other prior to the end of the then-current term. The payments due to each executive under his or her CIC Agreement are subject to potential reduction in the event that such payments would otherwise become subject to excise tax incurred under Section 4999 of the IRC, if such reduction would result in the executive retaining a larger amount, on an after-tax basis, than if he had received all of the payments due.
Additionally, each CIC Agreement requires that the executive sign a release of claims in favor of the Company before he is eligible to receive any benefits under the agreement. Each CIC Agreement also contains non-solicitation provisions applicable to the executive while he is employed by the Company and for a period of twelve (12) months following the termination of his employment.
The terms “change in control,” “cause,” and “good reason” are each defined in the CIC Agreements. Change in control means, in summary: (i) the acquisition by a person or a group of 40% or more of the outstanding stock of the Company; (ii) a change, without approval by the Board of Directors, of a majority of the Board of Directors of the Company; (iii) the acquisition of the Company by means of a reorganization, merger, consolidation, or asset sale; or (iv) stockholder approval of a liquidation or dissolution of the Company. Cause means, in summary: (i) deliberate dishonesty that is significantly detrimental to the best interests of the Company; (ii) conduct constituting an act of moral turpitude; (iii) willful disloyalty or insubordination; or (iv) incompetent performance or substantial or continuing inattention to or neglect of duties. Good reason means, in summary: (i) a material diminution in the executive’s base compensation, authority, duties, or responsibilities; (ii) a material diminution in the authority, duties, or responsibilities of the executive’s supervisor; (iii) a material change in the executive’s office location; or (iv) any action or inaction constituting a material breach by the Company of the terms of the agreement.
The following table summarizes the payments and benefits that would be made by the Company to the Named Executive Officers as of September 29, 2023, in the following circumstances as of such date:
•termination without cause outside of a change in control;
•termination without cause or for good reason in connection with a change in control; and
•in the event of a termination of employment because of death or disability.
The accelerated equity values in the table reflect a price of $98.59 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on September 29, 2023. The table does not reflect any equity awards made after September 29, 2023.
| | | | | | | | | | | | | | |
| Name | Benefit | Termination w/o Cause Outside Change in Control ($)(1) | Termination w/o Cause or for Good Reason, After Change in Control ($) | Death/ Disability ($) |
| Liam K. Griffin(2) | Salary and Short-Term Incentive | 7,307,804(3) | 9,134,755(4) | — |
| Accelerated RSUs | 10,640,818 | 10,640,818 | 10,640,818 |
| Accelerated PSAs (5) | 21,367,114 | 21,367,114 | 21,367,114 |
| Medical | 35,842 | 43,010 | — |
| TOTAL | 39,351,578 | 41,185,697 | 32,007,932 |
| Kris Sennesael(2) | Salary and Short-Term Incentive | 606,000(6) | 2,113,153(7) | — |
| Accelerated RSUs | — | 3,173,711 | 3,173,711 |
| Accelerated PSAs (5) | — | 6,331,351 | 6,331,351 |
| Medical | 28,673 | 43,010 | — |
| TOTAL | 634,673 | 11,661,225 | 9,505,062 |
| Reza Kasnavi(2) | Salary and Short-Term Incentive | 576,000(6) | 1,752,698(7) | — |
| Accelerated RSUs | — | 3,182,288 | 3,182,288 |
| Accelerated PSAs (5) | — | 6,461,687 | 6,461,687 |
| Medical | $8,956 | 13,434 | — |
| TOTAL | 584,956 | 11,410,107 | 9,643,975 |
| Carlos S. Bori(2) | Salary and Short-Term Incentive | 541,000(6) | 1,645,956(7) | — |
| Accelerated RSUs | — | 3,127,472 | 3,127,472 |
| Accelerated PSAs (5) | — | 6,379,463 | 6,379,463 |
| Medical | 28,673 | 43,010 | — |
| TOTAL | 569,673 | 11,195,901 | 9,506,935 |
| Robert J. Terry(2) | Salary and Short-Term Incentive | 540,000(6) | 1,665,129(7) | — |
| Accelerated RSUs | — | 2,655,719 | 2,655,719 |
| Accelerated PSAs (5) | — | 5,317,846 | 5,317,846 |
| Medical | 28,673 | 43,010 | — |
| TOTAL | 568,673 | 9,681,704 | 7,973,565 |
________________________
(1) For Mr. Griffin, includes amounts payable pursuant to a termination for good reason outside of a change in control.
(2) Excludes the value of accrued vacation/paid time off required by law to be paid upon termination.
(3) Represents an amount equal to two (2) times the sum of (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023.
(4) Represents an amount equal to two and one-half (2½) times the sum of (A) Mr. Griffin’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to Mr. Griffin for fiscal years 2020, 2021, and 2022, since such average is greater than the “target” short-term cash incentive award for fiscal year 2023.
(5) Represents the value of PSAs that were unvested and outstanding as of September 29, 2023, in accordance with Item 402(j) of Regulation S-K, using the following assumptions: (a) achievement at the “target” level of performance for the FY21 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 11, 2023, based on the Company’s TSR relative to the applicable peer group for fiscal years 2021 and 2022 tracking
below the “target” level of performance; (b) achievement at 200% of the “target” level of performance for the FY22 PSAs emerging revenue growth metric scheduled to vest on November 10, 2023, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2022; (c) achievement at 133% of the “target” level of performance for the FY22 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 10, 2023, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2022 and fiscal year 2023; (d) achievement at the “target” level of performance for the FY22 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 10, 2024, based on the Company’s TSR relative to the applicable peer group for fiscal year 2022 tracking below the “target” level of performance; (e) achievement at 200% of the “target” level of performance for the FY23 PSAs emerging revenue growth metric scheduled to vest on November 8, 2024, based on the Company’s actual achievement at the “maximum” level of performance with respect to the performance metric measured over a one-year performance period consisting of the Company’s fiscal year 2023; (f) achievement at 192% of the “target” level of performance for the FY23 PSAs EBITDA margin percentile ranking metric scheduled to vest on November 8, 2024, based on the Company’s tracking of achievement between the “target” and “maximum” levels of performance with respect to the metric measured over a two-year performance period consisting of the Company’s fiscal year 2023 and fiscal year 2024; and (g) achievement at the “target” level of performance for the FY23 PSAs (3-year TSR percentile ranking metric) scheduled to vest on November 8, 2025, based on the Company’s TSR relative to the applicable peer group for fiscal year 2023 tracking below the “target” level of performance.
(6) Represents an amount equal to the Named Executive Officer’s annual base salary as of September 29, 2023.
(7) Represents an amount equal to one and one-half (1½) times the sum of (A) the Named Executive Officer’s annual base salary as of September 29, 2023, and (B) an Incentive Plan payment, which is equal to the three (3) year average of the actual incentive payments made to the Named Executive Officer for fiscal years 2020, 2021, and 2022, since such average is greater than the Named Executive Officer’s “target” short-term cash incentive award for fiscal year 2023.
CEO Pay Ratio
Following is an estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. For fiscal year 2023:
•The annual total compensation of our Chief Executive Officer was $17,261,436.
•The annual total compensation of our median compensated employee was $32,457.
•Based on the foregoing, we estimate that our Chief Executive Officer’s total annual compensation was approximately 532 times that of our median employee.
To determine the median of the annual total compensation of our employees, we applied the following methodology and material assumptions:
•We did not use the de minimis exception to exclude any non-U.S. employees. We have a globally diverse workforce with total headcount of approximately 9,750 as of September 29, 2023, of which approximately 76% are located outside the United States, primarily in locations employing large direct labor forces such as Mexico and Singapore where wages are significantly lower than in the United States. The median employee within our employee population was identified, consistent with prior years, as of the last day of our fiscal year, or September 29, 2023, and is a full-time employee in our Mexicali, Mexico facility.
•To identify the median employee, we used a consistently applied compensation measure that included total taxable earnings paid to our employees in the most recently completed taxable year in their respective jurisdictions. This included base salary, overtime pay, shift premiums, recognition bonuses, annual cash
incentive awards, and long-term stock-based incentive awards. We annualized the compensation of permanent, full-time, and part-time employees who were hired after the beginning of the most recently completed taxable year in their respective jurisdictions.
•Using this consistently applied compensation measure, we identified an employee at the median and calculated such employee’s total compensation for fiscal year 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K.
•We did not use any cost-of-living adjustments in identifying the median employee.
•The annual total compensation of our Chief Executive Officer is the amount reported in the “Total” column of our Summary Compensation Table for fiscal year 2023.
We believe our pay ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Director Compensation
The Board of Directors sets the compensation for the Company’s non-employee directors, after receiving the recommendations of the Compensation Committee. In formulating its recommendations, the Compensation Committee seeks and receives input from Aon related to the amounts, terms, and conditions of director cash compensation and stock-based compensation awards, with the goal of establishing non-employee director compensation that is similar to, and competitive with, the compensation of non-employee directors at peer companies in the semiconductor industry.
Cash Compensation
Non-employee directors are paid, in quarterly installments, an annual retainer of $80,000. Additional annual retainers for Chairman, Lead Independent Director, and/or committee service (paid in quarterly installments) are as follows: any non-employee Chairman of the Board ($130,000); the Lead Independent Director, if one has been appointed ($50,000); the Chairman of the Audit Committee ($30,000); the Chairman of the Compensation Committee ($20,000); the Chairman of the Nominating and Corporate Governance Committee ($15,000); non-chair member of Audit Committee ($15,000); non-chair member of Compensation Committee ($10,000); and non-chair member of Nominating and Corporate Governance Committee ($7,500). In addition, the Compensation Committee continues to retain discretion to recommend to the full Board of Directors that additional cash payments be made to a non-employee director for extraordinary service during a fiscal year.
Equity Compensation
Currently, following each annual meeting of stockholders, each non-employee director who is reelected will receive a grant of RSUs having a value of approximately $225,000. Any newly appointed non-employee director will receive an initial equity grant of RSUs having a value of approximately $225,000. The number of shares subject to a non-employee director’s initial RSU award or annual award is determined by dividing the approximate value of the award, as stated above, by the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for each trading day during the 30 consecutive trading day period ending on, and including, the grant date. Unless otherwise determined by the Board of Directors, (a) a non-employee director’s initial equity grant of RSUs will vest in three (3) equal annual installments on the first three anniversaries of the date
of grant, and (b) a non-employee director’s annual equity grant of RSUs will vest on the first anniversary of the date of grant. In the event of a change in control of the Company, any outstanding options and RSUs awarded under the 2008 Director Long-Term Incentive Plan will become fully exercisable and deemed fully vested, respectively.
No director who is also an employee receives separate compensation for services rendered as a director. Mr. Griffin is currently the only director who is also an employee of the Company.
Director Compensation Table
The following table summarizes the compensation paid to the Company’s non-employee directors for fiscal year 2023.
| | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) |
| Christine King, Lead Independent Director | 165,000 | 225,006 | 390,006 |
| Alan S. Batey | 90,000 | 225,006 | 315,006 |
| Kevin L. Beebe | 95,000 | 225,006 | 320,006 |
| Eric J. Guerin | 90,426 | 225,006 | 315,432 |
| Suzanne E. McBride | 87,500 | 225,006 | 312,506 |
| David P. McGlade | 117,500 | 225,006 | 342,506 |
| Robert A. Schriesheim | 105,000 | 225,006 | 330,006 |
| Maryann Turcke | 54,481 | 225,006 | 279,487 |
________________________
(1) The non-employee members of the Board of Directors who were directors on September 29, 2023 held the following aggregate number of unexercised stock options and unvested RSU awards as of such date:
| | | | | | | | |
| Name | Number of Securities Underlying Unexercised Options | Number of Shares Subject to Unvested RSUs |
| Christine King, Lead Independent Director | — | 2,078 |
| Alan S. Batey | — | 2,078 |
| Kevin L. Beebe | — | 2,078 |
| Eric J. Guerin | — | 2,971 |
| Suzanne E. McBride | — | 2,976 |
| David P. McGlade | — | 2,078 |
| Robert A. Schriesheim | — | 2,078 |
| Maryann Turcke | — | 4,155 |
(2) Reflects, for each non-employee director elected at the 2023 Annual Meeting of Stockholders is incorporated herein by reference.
(i.e., Mses. King, McBride, and Turcke and Messrs. Batey, Beebe, Guerin, McGlade, and Schriesheim), the grant date fair value of 2,078 RSUs granted on May 10, 2023, computed in accordance with the provisions of ASC 718 using a price of $98.56 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Global Select Market on May 10, 2023. Upon first being elected to serve as a director, new directors received a grant having a grant date fair value approximating $225,000, vesting annually over three years, where the grant date fair value was based on the 30-day average of the stock price on the fifth business day following the director’s appointment. The value in this column also reflects the grant date fair value of 2,077 RSUs granted to Ms. Turcke on February 15, 2023 with a price of $121.73 per share on the grant date.
Director Stock Ownership Requirements
We have adopted Director Stock Ownership guidelines with the objective of more closely aligning the interests of our directors with those of our stockholders. The minimum number of shares of the Company’s common stock that the Director Stock Ownership guidelines require non-employee directors to hold while serving in their capacity as directors is the director base compensation (currently $80,000) multiplied by five (5), divided by the fair market value of the Company’s common stock (rounded to the nearest 100 shares). For purposes of the Director Stock Ownership guidelines, the fair market value of the Company’s common stock is the average closing price per share of the Company’s common stock as reported on the Nasdaq Global Select Market (or if the common stock is not then traded on such market, such other market on which the common stock is traded) for the twelve (12) month period ending with the determination date. All of our directors have met the stock ownership guidelines as of the date hereof (with the exception of Mr. Guerin, Ms. McBride, and Ms. Turcke, who are not required to comply with the guidelines until the fifth anniversary of their respective appointments to the Board of Directors).
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of Ms. King (Chairman), Mr. Batey, and Mr. Schriesheim. No member of this committee was at any time during fiscal year 2023 an officer or employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any employment relationship with the Company or any of its subsidiaries. No executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, where one of such entity’s executive officers served as a director of the Company or a member of the Compensation Committee.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included herein with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the annual report on this Form 10-K for the year ended September 29, 2023.
THE COMPENSATION COMMITTEE
Christine King, Chairman
Alan S. Batey
Robert A. Schriesheim
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information to be included under the captions “SecuritySecurity Ownership of Certain Beneficial Owners and Management”Management
To the Company’s knowledge, the following table sets forth the beneficial ownership of the Company’s common stock as of January 24, 2024, by the following individuals or entities: (i) each person or entity who beneficially owns five percent (5%) or more of the outstanding shares of the Company’s common stock as of January 24, 2024; (ii) the Named Executive Officers (as defined above in Item 11 “Executive Compensation”); (iii) each director and “Equitynominee for director; and (iv) all current executive officers and directors of the Company, as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, is not necessarily indicative of beneficial ownership for any other purpose, and does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. As of January 24, 2024, there were 160,225,891 shares of the Company’s common stock outstanding.
In computing the number of shares of Company common stock beneficially owned by a person and the percentage ownership of that person, shares of Company common stock that are subject to stock options or other rights held by that person that are currently exercisable or that will become exercisable within sixty (60) days of January 24, 2024, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person.
| | | | | | | | |
| Names and Addresses of Beneficial Owners(1) | Number of Shares Beneficially Owned(2) | Percent of Class |
| The Vanguard Group, Inc. | 18,248,544(3) | 11.4 | % |
| BlackRock, Inc. | 14,750,420(4) | 9.2 | % |
| Alan S. Batey | 7,645 | (*) |
| Kevin L. Beebe | 51,855 | (*) |
| Carlos S. Bori | 47,935(5) | (*) |
| Eric J. Guerin | 2,794 | (*) |
| Liam K. Griffin | 142,186(5) | (*) |
| Reza Kasnavi | 20,084 | (*) |
| Christine King | 20,979 | (*) |
| Suzanne E. McBride | 2,799 | (*) |
| David P. McGlade | 42,916 | (*) |
| Robert A. Schriesheim | 84,236 | (*) |
| Kris Sennesael | 100,365 | (*) |
| Robert J. Terry | 17,109(5) | (*) |
| Maryann Turcke | 693 | (*) |
| All current directors and executive officers as a group (14 persons) | 558,919(5) | (*) |
________________________
* Less than 1%
(1) Unless otherwise set forth in the following notes, each person’s address is the address of our principal executive offices at Skyworks Solutions, Inc., 5260 California Avenue, Irvine, CA 92617, and stockholders have sole voting and sole investment power with respect to the shares, except to the extent such power may be shared by a spouse or otherwise subject to applicable community property laws.
(2) The table does not reflect the number of shares of Company common stock to be issued pursuant to unvested restricted stock units (the “Unvested RSUs”) and earned, but unissued, performance share awards subject to time-based vesting only (the “Unvested PSAs”) that are not scheduled to vest within sixty (60) days of January 24, 2024, as follows: Mr. Batey—2,078 shares under Unvested RSUs; Mr. Beebe—2,078 shares under Unvested RSUs; Mr. Bori—38,028 shares under Unvested RSUs and 13,230 shares under Unvested PSAs; Mr. Guerin—2,524 shares under Unvested RSUs; Mr. Griffin—130,206 shares under Unvested RSUs and 43,988 shares under Unvested PSAs; Mr. Kasnavi—38,306 shares under Unvested RSUs and 13,230 shares under Unvested PSAs; Ms. King—2,078 shares under Unvested RSUs; Ms. McBride—2,527 shares under Unvested RSUs; Mr. McGlade— 2,078 shares under Unvested RSUs; Mr. Schriesheim—2,078 shares under Unvested RSUs; Mr. Sennesael—36,912 shares under Unvested RSUs and 12,520 shares under Unvested PSAs; Mr. Terry—31,558 shares under Unvested RSUs and 10,896 shares under Unvested PSAs; Ms. Turcke—3,462 shares under Unvested RSUs; current directors and executive officers as a group (14 persons)—313,901 shares under Unvested RSUs and 100,632 shares under Unvested PSAs.
(3) Consists of shares beneficially owned by The Vanguard Group, Inc. (“Vanguard”), which has sole voting power with respect to zero shares, shared voting power with respect to 228,432 shares, sole dispositive power with respect to 17,587,130 shares, and shared dispositive power with respect to 661,414 shares. With respect to the information relating to Vanguard, we have relied on information disclosed by Vanguard on a Schedule 13G/A filed with the SEC on February 9, 2023. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(4) Consists of shares beneficially owned by BlackRock, Inc. (“BlackRock”), in its capacity as a parent holding company of various subsidiaries under Rule 13d1(b)(1)(ii)(G). In its capacity as a parent holding company or control person, BlackRock has sole voting power with respect to 13,506,111 shares and sole dispositive power with respect to 14,750,420 shares which are held by the following of its subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. With respect to the information relating to BlackRock and its affiliated entities, we have relied on information disclosed by BlackRock on a Schedule 13G filed with the SEC on January 24, 2024. The address of BlackRock is 50 Hudson Yards, New York, NY 10001.
(5) Includes shares held in the Company’s 401(k) Savings and Investment Plan as of January 24, 2024.
Equity Compensation Plan Information” in our definitive proxy statementInformation
As of September 29, 2023, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:
• the 2002 Employee Stock Purchase Plan
• the Non-Qualified Employee Stock Purchase Plan
• the 2005 Long-Term Incentive Plan
• the 2008 Director Long-Term Incentive Plan
• the 2015 Long-Term Incentive Plan
Except for the 2023 Annual MeetingNon-Qualified Employee Stock Purchase Plan (the “Non-Qualified ESPP”), each of Stockholdersthe foregoing equity compensation plans was approved by the Company’s stockholders. A description of the material features of the Non-Qualified ESPP is incorporated herein by reference.
provided below under the heading “Non-Qualified Employee Stock Purchase Plan.”
The following table presents information about these plans as of September 29, 2023.
| | | | | | | | | | | |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)(a) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)(c) |
| Equity compensation plans approved by security holders | 27,123(1) | 71.50 | 10,296,058(2) |
| Equity compensation plans not approved by security holders | — | — | 173,128(3) |
| TOTAL | 27,123 | 71.50 | 10,469,186 |
________________________
(1) Excludes 2,167,957 unvested shares under restricted stock and RSU awards and 1,192,371 unvested shares under PSAs, which number assumes achievement of performance goals under outstanding PSAs at target levels.
(2) Includes 857,399 shares available for future issuance under the 2002 Employee Stock Purchase Plan, 8,909,012 shares available for future issuance under the 2015 Long-Term Incentive Plan, and 529,647 shares available for future issuance under the 2008 Director Long-Term Incentive Plan. No further grants will be made under the 2005 Long-Term Incentive Plan.
(3) Represents shares available under the Non-Qualified ESPP.
Non-Qualified Employee Stock Purchase Plan
We maintain the Non-Qualified ESPP to provide employees of the Company and participating subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase, by means of payroll deductions, of shares of the Company’s common stock at a discount from the market price of the common stock at the time of purchase. The Non-Qualified ESPP is intended for use primarily by employees located outside the United States. Under the plan, eligible employees may purchase common stock through payroll deductions of up to 15% of eligible compensation. The price per share is the lower of 85% of the market price at the beginning or end of each six-month offering period.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information to be included under the captions “CertainCertain Relationships and Related Transactions”Transactions: Other than compensation agreements and “Corporate Governance─Director Independence”other arrangements which are described above in Item 11 “Executive Compensation,” since October 1, 2022, there has not been a transaction or series of related transactions to which the Company was or is a party involving an amount in excess of $120,000 and in which any director, executive officer, holder of more than five percent (5%) of any class of our definitive proxy statementvoting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Our Board of Directors has adopted a written related person transaction approval policy that sets forth the Company’s policies and procedures for the 2023 Annual Meetingreview, approval, or ratification of Stockholdersany transaction required to be reported in its filings with the SEC. The Company’s policy with regard to related person transactions is incorporated hereinthat all related person transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be reviewed by reference.
the Company’s General Counsel and approved by the Audit Committee. In addition, the Company’s Code of Business Conduct and Ethics requires that employees discuss with the Company’s Compliance Officer any significant relationship (or transaction) that might raise doubt about such employee’s ability to act in the best interest of the Company.
Director Independence: Each year, the Board of Directors reviews the relationships that each director has with the Company and with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable Nasdaq Rules and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are considered to be independent directors. The Board of Directors has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’ current and historic relationships with the Company and its competitors, suppliers, and customers; their relationships with management and other directors; the relationships their current and former employers have with the Company; and the relationships between the Company and other companies of which a member of the Company’s Board of Directors is a director or executive officer. After evaluating these factors, the Board of Directors has determined that eight of the nine members of the Board of Directors, namely, Alan S. Batey, Kevin L. Beebe, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke, do not have any relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and that each such director is an independent director of the Company within the meaning of applicable Nasdaq Rules.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
KPMG LLP (Irvine, California, Auditor Firm ID: 185) provided audit services to the Company consisting of the annual audit of the Company’s 2023 consolidated financial statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the Company’s Quarterly Reports on Form 10-Q for fiscal year 2023. The following table summarizes the fees of KPMG LLP billed to the Company for the last two fiscal years.
| | | | | | | | | | | | | | |
| Fee Category | Fiscal Year 2023 ($) | % of Total (%) | Fiscal Year 2022 ($) | % of Total (%) |
| Audit Fees(1) | 2,421,240 | 97.0 | 2,479,240 | 98.5 |
| Audit-Related Fees(2) | 43,974 | 1.7 | - | - |
| Tax Fees(3) | 32,000 | 1.3 | 38,838 | 1.5 |
| Total Fees | 2,497,214 | 100 | 2,518,078 | 100 |
________________________
(1) Audit fees consist of fees for the audit of our annual financial statements, review of the interim financial statements included in our quarterly reports on Form 10-Q, statutory audits and related filings in various foreign locations, and audit procedures related to acquisition activity during fiscal years 2023 and 2022. Fiscal year 2023 and 2022 audit fees included fees for services incurred in connection with rendering an opinion under Section 404 of the Sarbanes-Oxley Act.
(2) Audit-related fees consist of fees relating to the Company’s real-time system implementation assessment of certain enterprise resource planning software.
(3) Tax fees consist of fees for tax compliance, tax advice, and tax planning services. Tax compliance services, which primarily relate to the review of our U.S. tax returns and certain trade and customs forms, accounted for $32,000 and $38,838 of the total tax fees for fiscal years 2023 and 2022, respectively.
The informationIn 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be included underprovided to the caption “Ratification of Independent Registered Public Accounting Firm—Company by its independent registered public accounting firm, KPMG LLP. The policy requires that all services provided by KPMG LLP, including audit services and permitted audit-related and non-audit services, be preapproved by the Audit Fees” in our definitive proxy statement for theCommittee. The Audit Committee preapproved all audit and non-audit services provided by KPMG LLP during fiscal year 2023 Annual Meeting of Stockholders is incorporated herein by reference.and fiscal year 2022.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) The following are filed as part of this Annual Report on Form 10-K:
| | | | | | | | |
| 1. | Index to Financial Statements | Page number in this reportof the Original Filing |
| | |
| | |
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | |
| Consolidated Statements of Operations for the three years ended September 30, 202229, 2023 | |
| Consolidated Statements of Comprehensive Income for the three years ended September 30, 202229, 2023 | |
| Consolidated Balance Sheets at September 29, 2023 and September 30, 2022 and October 1, 2021 | |
| Consolidated Statements of Cash Flows for the three years ended September 30, 202229, 2023 | |
| Consolidated Statements of Stockholders’ Equity for the three years ended September 30, 202229, 2023 | |
| Notes to Consolidated Financial Statements | |
| | |
| 2. | The schedule listed below is filed as part of this Annual Report on Form 10-K: | |
| All required schedule information is included in the Notes to Consolidated Financial Statements or is omitted because it is either not required or not applicable. | |
| 3. | The Exhibits listed in the Exhibit Index immediately following this Item 15 are filed as a part of this Annual Report on Form 10-K. | |
(b) Exhibits
The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein. The response to this portion of Item 15 is submitted under Item 15 (a) 15(a)(3).
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | |
Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith |
| File No. | Exhibit | Filing Date |
| 2.1^ | | 8-K | 001-05560 | 2.1 | 4/22/2021 | |
| 3.1 | | 10-Q | 001-05560 | 3.1 | 8/3/2016 | |
| 3.2 | | 10-Q | 001-05560 | 3.1 | 4/30/2021 | |
| 4.1 |
| S-3 | 333-92394 | 4 | 7/15/2002 | |
| 4.2 | | 10-K | 001-05560 | 4.2 | 11/14/2019 | |
| 4.3 | | 8-K | 001-05560 | 4.1 | 5/26/2021 | |
| 4.4 | | 8-K | 001-05560 | 4.2 | 5/26/2021 | |
| 4.5 | | 8-K | 001-05560 | 4.3 | 5/26/2021 | |
| 4.6 | | 8-K | 001-05560 | 4.4 | 5/26/2021 | |
| 10.1* | | 10-Q | 001-05560 | 10.1 | 7/24/2020 | |
| 10.2* | | 10-Q | 001-05560 | 10.2 | 7/24/2020 | |
| 10.3* | | 8-K | 001-05560 | 10.1 | 5/13/2013 | |
| 10.4* | | 10-Q | 001-05560 | 10.B | 1/31/2013 | |
| 10.5* | | 10-Q | 001-05560 | 10.1 | 5/4/2022 | |
| 10.6* | | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |
| 10.7* | | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |
| 10.8* | | 10-Q | 001-05560 | 10.2 | 7/30/2021 | |
| 10.9* | | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |
| 10.10* | | 10-Q | 001-05560 | 10.1 | 2/4/2022 | |
| 10.11* | | 10-Q | 001-05560 | 10.2 | 2/4/2022 | |
| 10.12*^ | | 10-Q | 001-05560 | 10.3 | 2/4/2022 | |
| 10.13* | | 10-Q | 001-05560 | 10.2 | 5/4/2022 | |
| | | | | | | | | | | | | | | | | | | | |
Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith |
| File No. | Exhibit | Filing Date |
| 2.1^ | | 8-K | 001-05560 | 2.1 | 4/22/2021 | |
| 3.1 | | 10-Q | 001-05560 | 3.1 | 8/8/2023 | |
| 3.2 | | 8-K | 001-05560 | 3.1 | 5/12/2023 | |
| 4.1 | | S-3 | 333-92394 | 4 | 7/15/2002 | |
| 4.2 | | 10-K | 001-05560 | 4.2 | 11/14/2019 | |
| 4.3 | | 8-K | 001-05560 | 4.1 | 5/26/2021 | |
| 4.4 | | 8-K | 001-05560 | 4.2 | 5/26/2021 | |
| 4.5 | | 8-K | 001-05560 | 4.3 | 5/26/2021 | |
| 4.6 | | 8-K | 001-05560 | 4.4 | 5/26/2021 | |
| 10.1* | | 10-Q | 001-05560 | 10.1 | 7/24/2020 | |
| 10.2* | | 10-Q | 001-05560 | 10.2 | 7/24/2020 | |
| 10.3* | | 8-K | 001-05560 | 10.1 | 5/13/2013 | |
| 10.4* | | 10-Q | 001-05560 | 10.B | 1/31/2013 | |
| 10.5* | | 10-Q | 001-05560 | 10.1 | 5/4/2022 | |
| 10.6* | | 10-Q | 001-05560 | 10.OO | 5/7/2008 | |
| 10.7* | | 10-Q | 001-05560 | 10.2 | 5/4/2016 | |
| 10.8* | | 10-Q | 001-05560 | 10.2 | 7/30/2021 | |
| 10.9* | | 10-Q | 001-05560 | 10.2 | 8/5/2015 | |
| 10.10* | | 10-Q | 001-05560 | 10.1 | 2/4/2022 | |
| 10.11* | | 10-Q | 001-05560 | 10.2 | 2/4/2022 | |
| 10.12*^ | | 10-Q | 001-05560 | 10.3 | 2/7/2023 | |
| 10.13* | | 10-Q | 001-05560 | 10.2 | 5/4/2022 | |
| | | | | | | | | | | | | | | | | | | | |
Exhibit Number | Exhibit Description | Form | Incorporated by Reference | Filed Herewith |
| File No. | Exhibit | Filing Date |
| 10.14* | | 10-Q | 001-05560 | 10.2 | 8/3/2016 | |
| 10.15* | | 10-K | 001-05560 | 10.32 | 11/22/2016 | |
| 10.16* | | 10-Q | 001-05560 | 10.2 | 2/7/2017 | |
| 10.17* |
| 10-K | 001-05560 | 10.27 | 11/13/2017 | |
| 10.18* | | 10-Q | 001-05560 | 10.2 | 1/24/2020 | |
| 10.19* | | 10-Q | 001-05560 | 10.3 | 5/4/2022 | |
| 10.20 | | 8-K | 001-05560 | 10.1 | 4/22/2021 | |
| 10.21^ | | 8-K | 001-05560 | 10.1 | 5/26/2021 | |
| 10.22^ | | 8-K | 001-05560 | 10.2 | 5/26/2021 | |
| 21 | | | | | | X |
| 23.1 | | | | | | X |
| 31.1 | | | | | | X |
| 31.2 | | | | | | X |
| 32.1 | | | | | | X |
| 32.2 | | | | | | X |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |
| | | | | | | | | | | | | | | | | | | | |
| 10.14* | | 10-Q | 001-05560 | 10.1 | 8/8/2023 | |
| 10.15* | | 10-Q | 001-05560 | 10.2 | 8/8/2023 | |
| 10.16* | | 10-Q | 001-05560 | 10.3 | 8/8/2023 | |
| 10.17* | | 10-Q | 001-05560 | 10.4 | 8/8/2023 | |
| 10.18* | | 10-Q | 001-05560 | 10.5 | 8/8/2023 | |
| 10.19* | | 10-Q | 001-05560 | 10.6 | 8/8/2023 | |
| 10.20 | | 8-K | 001-05560 | 10.1 | 4/22/2021 | |
| 10.21^ | | 8-K | 001-05560 | 10.1 | 5/26/2021 | |
| 10.22^ | First Amendment, dated as of March 6, 2023, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Term Credit Agreement, dated as of May 21, 2021, by and among the Company, the lenders party thereto and the administrative agent | 8-K | 001-05560 | 10.1 | 3/10/2023 | |
| 10.23^ | | 8-K | 001-05560 | 10.2 | 5/26/2021 | |
| 10.24^ | First Amendment, dated as of March 6, 2023, among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent, amending the Revolving Credit Agreement, dated as of May 21, 2021, by and among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and the administrative agent | 8-K | 001-05560 | 10.2 | 3/10/2023 | |
| 21 | | 10-K | 001-05560 | 21 | 11/17/2023 | |
| 23.1 | | 10-K | 001-05560 | 23.1 | 11/17/2023 | |
| 31.1 | | 10-K | 001-05560 | 31.1 | 11/17/2023 | |
| 31.2 | | 10-K | 001-05560 | 31.2 | 11/17/2023 | |
| | | | | | | | | | | | | | | | | | | | |
Exhibit
Number
| Exhibit Description | Form | Incorporated by Reference | Filed Herewith |
File No. | Exhibit | Filing Date |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | X |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| 31.3 | | | | | | X |
| 31.4 | | | | | | X |
| 32.1 | | 10-K | 001-05560 | 32.1 | 11/17/2023 | |
| 32.2 | | 10-K | 001-05560 | 32.2 | 11/17/2023 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | | | | | |
* Indicates a management contract or compensatory plan or arrangement.
^ Portions of this exhibit have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 25, 2024
| | | | | | | | |
Date: November 22, 2022 | SKYWORKS SOLUTIONS, INC. |
| Registrant |
| | |
| By: | /s/ Liam K. Griffin |
| | Liam K. Griffin |
| | Chairman, Chief Executive Officer and President |
| | (Principal Executive Officer) |
| | |
46
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 22, 2022.
| | | | | | | | |
Signature and Title | | Signature and Title |
| | |
/s/ Liam K. Griffin | | /s/ Alan S. Batey |
Liam K. Griffin | | Alan S. Batey |
Chairman, Chief Executive Officer and President | | Director |
(Principal Executive Officer) | | |
| | /s/ Kevin L. Beebe |
| | Kevin L. Beebe |
/s/ Kris Sennesael | | Director |
Kris Sennesael | | |
Senior Vice President and Chief Financial Officer | | /s/ Eric J. Guerin |
(Principal Accounting and Financial Officer) | | Eric J. Guerin |
| | Director |
| | |
| | /s/ Christine King |
| | Christine King |
| | Director |
| | |
| | /s/ Suzanne E. McBride |
| | Suzanne E. McBride |
| | Director |
| | |
| | /s/ David P. McGlade |
| | David P. McGlade |
| | Director |
| | |
| | /s/ Robert A. Schriesheim |
| | Robert A. Schriesheim |
| | Director |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |