SEC Comment Letter for SKYWORKS SOLUTIONS, INC. (SWKS) (CIK 0000004127) (SWKS) — Mar 12, 2015
SKYWORKS SOLUTIONS, INC. (SWKS) (CIK 0000004127)
Date: March 12, 2015 · CIK: 0000004127 · Accession: 0000000000-15-014762
AI Filing Summary & Sentiment
Reasoning
Letter
March 3, 2015 Via E -mail Donald W. Palette Executive Vice President and Chief Financial Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, MA 01801
Re: Skyworks Solutions, Inc. Form 10 -K for Fiscal Year Ended October 3, 2014 Filed November 25, 2014 File No. 1 -05560
Dear Mr. Palette:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. You state, on page 62 of the 10 -K, that your customer Samsung Electronics constituted more than 10% of your net revenue in each of fiscal years 2014, 2013 and 2012. The Samsung website indicates that Samsung has a store in Sudan. The Samsung website also indicates that Samsung televisions are available in Syria, and we are aware of publicly available information referring to a Samsung license and a Samsung franchise in Syria.
Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, distributors, partners, c ustomers, joint venture or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any
Donald Palette Skyworks Solutions, Inc. March 3, 2015 Page 2
agreements, commercial arrangements, or other cont acts you have had with the governments of those countries or entities they control.
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investm ent risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also , address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and m unicipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that t he filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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March 3, 2015 Via E -mail Donald W. Palette Executive Vice President and Chief Financial Officer Skyworks Solutions, Inc. 20 Sylvan Road Woburn, MA 01801 Re: Skyworks Solutions, Inc. Form 10 -K for Fiscal Year Ended October 3, 2014 Filed November 25, 2014 File No. 1 -05560 Dear Mr. Palette: We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. You state, on page 62 of the 10 -K, that your customer Samsung Electronics constituted more than 10% of your net revenue in each of fiscal years 2014, 2013 and 2012. The Samsung website indicates that Samsung has a store in Sudan. The Samsung website also indicates that Samsung televisions are available in Syria, and we are aware of publicly available information referring to a Samsung license and a Samsung franchise in Syria. Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria, if any, whether through subsidiaries, distributors, partners, c ustomers, joint venture or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any Donald Palette Skyworks Solutions, Inc. March 3, 2015 Page 2 agreements, commercial arrangements, or other cont acts you have had with the governments of those countries or entities they control. 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investm ent risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also , address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and m unicipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that t he filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States. You may contact Daniel Leslie , Staff Attorney , at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk Donald Palette Skyworks Solutions, Inc. March 3, 2015 Page 3 cc: Amanda Ravitz Assistant Director Division of Corporation Finance Mark Tremallo Vice President and General Counsel Skyworks Solutions, Inc.