2016 Annual Report and 2017 Proxy Statement
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| 2016 Annual Report Notice of 2017 Annual Meeting and Proxy Statement We are empowering the wireless networking revolution. Our highly innovative analog semiconductors are connecting people, places and things spanning a number of new and previously unimagined applications within the automotive, broadband, cellular infrastructure, connected home, industrial, medical, military, smartphone, tablet and wearable markets. - Page 1 - Enabling the Wireless Ecosystem with a Broad Spectrum of Technologies and Products Enhanced Mobile ns Co tio Broadband nn lu ec o ti S vi x ty /R M x o T d E u T le L s • • s r L T e E fi i C l A p T m 3 M A / r N e B w 1 o P Massive Ultra-reliable Machine-type and Low Latency Communication Communication VR S s m er al n l C Tu ells na • In nten tegrated Filters • A TM - Page 2 - Dear Stockholders, As we look back on fiscal 2016, Skyworks once again delivered strong financial results while executing on our ambitious vision of Connecting Everyone and Everything, All the Time. Our connectivity engines are at the heart of new and extraordinary applications spanning Mobile and Internet of Things (IoT) ecosystems—transforming the way we live, work and play. As our record revenue and profitability reflect, we are capitalizing on powerful macro trends, diversifying across new markets, advancing our technology leadership and ultimately broadening Skyworks’ portfolio to address the world’s most exciting communications platforms. | Connectivity—The Critical Function Mobile and IoT ecosystems are growing at an unprecedented rate. With a rapidly expanding user base and increasing levels of profitability, stakeholders are monetizing vast flows of data, fostering entirely new wireless-centric business models. This dynamic is creating an economic sea change, underpinned by enormous growth in e-commerce, mobile advertising, social media and cloud-based services— collectively driving trillions of transactions each year. The common thread powering this secular trend is high-speed, reliable, always- on connectivity. Connected platforms require scores of ultra-complex devices working across dozens of frequency bands amidst an increasingly crowded spectrum. The task of aggregating, harmonizing and optimizing performance can be daunting and inefficient. At Skyworks, we take a collaborative, system-level approach as our experienced engineering teams work in concert with customers to turn complexity into simplified architectures. This demands not only comprehensive technology breadth and depth, but also flexibility and configurability to ensure exceptional product functionality. In these fast- paced markets, our scale, innovative designs, robust quality and world-class supply chain provide us with tremendous competitive advantages. | Enhancing Mobile Within Mobile, Skyworks is facilitating ubiquitous data creation, delivery and storage as smartphones transmit and receive immense amounts of content supporting multimedia streaming, social networking, gaming and emerging virtual reality. To enable these applications, we deliver highly integrated solutions leveraging our amplification, filtering, tuning, power management and packaging capabilities to continuously push the performance envelope. Liam K. Griffin President and Chief Executive Officer - Page 3 - In fiscal 2016, our proprietary SkyOne® and DRx™ platforms gained significant design traction across all strategic accounts, seamlessly delivering uplink and downlink carrier aggregation and global roaming. Beyond core cellular, we successfully extended our footprint with differentiated Wi-Fi, GPS, voltage regulator and signal conditioning portfolios. Facing demands for higher speed data, increased system efficiency and intricate architectural requirements, Skyworks is uniquely positioned to resolve complexity, while unburdening our customers. | Enabling the Internet of Things At the same time, connectivity is proliferating into an adjacent set of IoT markets. From smart homes to the smart grid and from industrial to wearables, the number of connected devices is increasing exponentially. In fact, IHS projects the IoT market to grow from an installed base of 15 billion units in 2015 to more than 75 billion units by 2025. Today we are facilitating Internet access for fitness trackers, home appliances, security systems, smart meters, drones, robotics and virtual assistants. In the automotive sector, we are broadening our presence by supporting vehicle-to-vehicle communications, 4G telematics, infotainment and keyless entry. Skyworks’ demonstrated ability to create solutions supporting various standards such as Wi-Fi, Bluetooth®, ZigBee®, Thread and LoRa, makes it easier, faster and cost-effective for customers to bring their products to market. | Superior Operational and Financial Results Our successful product launches and expanding market penetration, coupled with operational discipline, translated into record revenue, earnings and cash flow in fiscal 2016. Specifically, we grew revenue to $3.3 billion and increased GAAP operating income to over $1.1 billion ($1.2 billion non-GAAP), yielding GAAP diluted earnings per share of $5.18 ($5.57 non-GAAP).* We also generated operating cash flow of $1.1 billion, allowing us to return $727 million in cash to our shareholders in the form of dividends and share repurchases—more than double the amount returned in fiscal 2015. Total Revenue Operating Income* (Dollars in Millions) (Dollars in Millions) GAAP Non-GAAP $1,245 $1,171 $3,258 $3,289 $1,119 $1,023 $2,292 $687 $1,792 $457 $565 $345 FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16 *Please see table on page 69 for a full reconciliation of non-GAAP results to GAAP results. - Page 4 - | Looking to the Future As we address the deployment of 4G across developed and emerging economies and prepare for a significant 5G upgrade cycle, we see a market that continues to present substantial opportunities for Skyworks. Projections suggest 5G data rates will approach 10 times the fastest 4G speeds of today. To put this in perspective, downloading a full-length HD movie in 3G took one day, while in 4G the same file takes minutes. On a 5G network, this content will appear in mere seconds. The autonomous car is another emerging segment that will become a growth vector for our 5G technologies, transmitting staggering amounts of data. By some estimates, one car will generate 4,000 gigabytes of data per day in positioning, navigation and real-time vehicle diagnostics—equivalent to the daily data consumed by more than 2,600 current smartphone users. Clearly, the key catalysts for Skyworks are the insatiable demand for data and the profitable usage model for both Mobile and IoT applications—as each connection becomes more valuable and vital. Looking ahead, we will remain a leader in unwiring the planet. We sincerely thank our customers and partners, who collaborate with us to continuously improve the user experience. We also recognize our employees, who are committed to developing and delivering breakthrough technologies and innovative designs. Finally, we express our gratitude to you, our stockholders, for your unwavering support as we strive to take Skyworks to the next level of market and financial outperformance. Liam K. Griffin President and Chief Executive Officer Operating Margin* Earnings Per Share* Cash Flow From Operations (Percent of Sales) (In Dollars) (Dollars in Millions) GAAP Non-GAAP GAAP Non-GAAP $5.57 $5.27 38% 36% $1,096 $5.18 30% $993 26% 34% 31% $4.10 $3.24 $772 25% 19% $2.20 $2.38 $500 $1.45 FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16 FY13 FY14 FY15 FY16 *Please see table on page 69 for a full reconciliation of non-GAAP results to GAAP results. - Page 5 - Liam K. Griffin President and Chief Executive Officer Carlos S. Bori Peter L. Gammel Laura A. Gasparini Reza Kasnavi Vice President, Chief Technology Officer Vice President, Vice President and GM, Sales and Marketing Human Resources Open Market Platforms Joel R. King Steven C. Machuga Thomas S. Schiller Kris Sennesael Vice President and GM, Vice President, Vice President, Strategy Senior Vice President and Advanced Mobile Solutions Worldwide Operations and Corporate Development Chief Financial Officer David Stasey Robert J. Terry Vice President and GM, Vice President, Diversified Analog Solutions General Counsel and Secretary - Page 6 - AprilMarch 3, 31, 2017 2017 Dear Stockholder: I am pleased to invite you to attend the 2017 Annual Meeting of stockholders of Skyworks Solutions, Inc. to be held at 2:00 p.m., local time, on Wednesday, May 10, 2017, at the Hilton Boston/Woburn, 2 Forbes Road, Woburn, Massachusetts (the “Annual Meeting”). We look forward to your participation in person or by proxy. The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the matters that we expect to be acted upon at the Annual Meeting. If you plan to attend the Annual Meeting, please check the designated box on the enclosed proxy card. Or, if you utilize our telephone or Internet proxy submission methods, please indicate your plans to attend the Annual Meeting when prompted to do so. If you are a stockholder of record, you should bring the top half of your proxy card as your admission ticket and present it upon entering the Annual Meeting. If you are planning to attend the Annual Meeting and your shares are held in “street name” by your broker (or other nominee), you should ask the broker (or other nominee) for a proxy issued in your name and present it at the meeting. Whether or not you plan to attend the Annual Meeting, and regardless of how many shares you own, it is important that your shares be represented at the Annual Meeting. Accordingly, we urge you to complete the enclosed proxy and return it to us promptly in the postage-prepaid envelope provided, or to complete and submit your proxy by telephone or via the Internet in accordance with the instructions on the proxy card. If you do attend the Annual Meeting and wish to vote in person, you may revoke a previously submitted proxy at that time by voting in person at the meeting.