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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-2302115
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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20 Sylvan Road, Woburn, Massachusetts
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01801
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(781) 376-3000
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.25 per share
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NASDAQ Global Select Market
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Large Accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Part of Form 10-K
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Documents from which portions are incorporated by reference
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Part III
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Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2015 Annual Meeting of Stockholders (to be filed) are incorporated by reference into Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.
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PAGE NO.
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•
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our plans to develop and market new products, enhancements or technologies and the timing of these development and marketing plans;
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our estimates regarding our capital requirements and our needs for additional financing;
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our estimates of our expenses, future revenues and profitability;
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our estimates of the size of the markets for our products and services;
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our expectations related to the rate and degree of market acceptance of our products; and
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our estimates of the success of other competing technologies that may become available.
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BiFET (Bipolar Field Effect Transistor): integrates indium gallium phosphide based heterojunction bipolar transistors with field effect transistors on the same gallium arsenide substrate
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CATV (Cable Television): a system of providing television to consumers via radio frequency signals transmitted to televisions through fixed optical fibers or coaxial cables as opposed to the over-the-air method used in traditional television broadcasting
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CDMA (Code Division Multiple Access): a method for transmitting multiple digital signals over the same carrier frequency
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Cloud (Cloud Computing): A model for delivering information technology services in which resources are retrieved from the internet through web-based tools and applications, rather than a direct connection to a server.
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CMOS (Complementary Metal Oxide Semiconductor): a technology of constructing integrated circuits
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•
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EDGE (Enhanced Data Rates for GSM Evolution): an enhancement to the GSM and TDMA wireless communications systems that increases data throughput to 474Kbps
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GaAs (Gallium Arsenide): a compound of the elements gallium and arsenic that is used in the production of semiconductors
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GPRS (General Packet Radio Service): an enhancement to the GSM mobile communications system that supports transmission of data packets
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GSM (Global System for Mobile Communications): a digital cellular phone technology based on TDMA that is the predominant system in Europe, and is also used around the world
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HBT (Heterojunction Bipolar Transistor): a type of bipolar junction transistor which uses differing semiconductor materials for the emitter and base regions, creating a heterojunction
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Internet of Things (IoT): is the interconnection of uniquely identifiable embedded computing devices within the existing internet infrastructure
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LED (Light Emitting Diode): a two-lead semiconductor light source
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LTE (Long Term Evolution): 4th generation (“4G”) radio technologies designed to increase the capacity and speed of mobile telephone networks
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pHEMT (Pseudomorphic High Electron Mobility Transistor): a type of field effect transistor incorporating a junction between two materials with different band gaps
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RFID (Radio Frequency Identification): refers to the use of an electronic tag (typically referred to as an RFID tag) for the purpose of identification and tracking objects using radio waves
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Satcom (Satellite Communications): where a satellite stationed in space is used for the purpose of telecommunications
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SOI (Silicon On Insulator): technology refers to the use of layered silicon-insulator-silicon substrate in place of conventional silicon substrates in semiconductor manufacturing
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TDMA (Time Divisional Multiple Access): technology for delivering wireless digital service using time division multiplexing
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TD-SCDMA (Time Division Synchronous Code Division Multiple Access): a third generation wireless services (“3G”) mobile communications standard, being pursued in the People’s Republic of China
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WCDMA (Wideband CDMA): a 3G technology that increases data transmission rates
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WEDGE: an acronym for technologies that support both WCDMA and EDGE wireless communication systems
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WiMAX (Worldwide Interoperability for Microwave Access): a standards-based technology enabling the delivery of last mile wireless broadband access as an alternative to cable and DSL
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WLAN (Wireless Local Area Network): a type of local-area network that uses high-frequency radio waves rather than wires to communicate between nodes
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Yield: The number of working chips out of the total number of chips manufactured
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Amplifiers: the modules that strengthen the signal so that it has sufficient energy to reach a base station
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Attenuators: circuits that allow a known source of power to be reduced by a predetermined factor (usually expressed as decibels)
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Battery Chargers: device used to replenish the energy stored in a rechargeable battery by forcing an electric current through it
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Circulators/Isolators: ferrite-based components commonly found on the output of high-power amplifiers used to protect receivers in wireless transmission systems
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DC/DC Converters: an electronic circuit which converts a source of direct current from one voltage level to another
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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
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Detectors: devices used to measure and control RF power in wireless systems
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Diodes: semiconductor devices that pass current in one direction only
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Directional Couplers: transmission coupling devices for separately sampling the forward or backward wave in a transmission line
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Filters: devices for recovering and separating mixed and modulated data in RF stages
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Front-End Modules: power amplifiers that are integrated with switches, duplexers, filters and other components to create a single package front-end solution
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Hybrid: a type of directional coupler used in radio and telecommunications
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Infrastructure RF Subsystems: highly integrated transceivers and power amplifiers for wireless base station applications
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LED Drivers: devices which regulate the current through a light emitting diode or string of diodes for the purpose of creating light
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MIS Silicon Chip Capacitors: used in applications requiring DC blocking and RF bypassing, or as a fixed capacitance tuning element in filters, oscillators, and matching networks
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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
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Modulators: devices that take a baseband input signal and output a radio frequency modulated signal
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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
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Phase Locked Loops: closed-loop feedback control system that maintains a generated signal in a fixed phase relationship to a reference signal
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Phase Shifters: designed for use in power amplifier distortion compensation circuits in base station applications
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Power Dividers/Combiners: utilized to equally split signals into in-phase signals as often found in balanced signal chains and local oscillator distribution networks
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Receivers: electronic devices that change a radio signal from a transmitter into useful information
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Switches: components that perform the change between the transmit and receive function, as well as the band function for cellular handsets
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Synthesizers: devices that provide ultra-fine frequency resolution, fast switching speed, and low phase-noise performance
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Technical Ceramics: polycrystalline oxide materials used for a wide variety of electrical, mechanical, thermal and magnetic applications
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Transceivers: devices that have both a transmitter and a receiver which are combined and share common circuitry or a single housing
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Voltage Regulators: generate a fixed level which ideally remains constant over varying input voltage or load conditions
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VCOs/Synthesizers: fully integrated, high performance signal source for high dynamic range transceivers
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changes in end-user demand for the products (principally smartphones) manufactured and sold by our customers,
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the effects of competitive pricing pressures, including decreases in average selling prices of our products,
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production capacity levels and fluctuations in manufacturing yields,
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availability and cost of materials and services from our suppliers,
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the gain or loss of significant customers,
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our ability to develop, introduce and market new products and technologies on a timely basis,
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new product and technology introductions by competitors,
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changes in the mix of products produced and sold,
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market acceptance of our products and our customers,
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our ability to continue to generate revenues by licensing and/or selling non-core intellectual property, and
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intellectual property disputes, including those concerning payments associated with the licensing and/or sale of intellectual property.
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the volatility of the financial markets,
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uncertainty regarding the prospects of the domestic and foreign economies,
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our performance and prospects,
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the performance and prospects of our major customers and competitors,
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our revenue concentrations with relatively few customers,
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the depth and liquidity of the market for our common stock,
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investor perception of us and the industry in which we operate,
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changes in earnings estimates, price targets or buy/sell recommendations by analysts,
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domestic and international political conditions,
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domestic and international tax and fiscal policy decisions, and
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the ability to successfully identify, acquire and integrate acquisition candidates.
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our views on potential future capital requirements, including those related to acquisitions as well as research and development;
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use of cash to consummate various acquisition transactions;
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capital requirements related to stock repurchase programs;
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changes in federal and state income tax laws or corporate laws; and
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changes to our business model.
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rapid time-to-market and product ramp,
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timely new product innovation,
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product quality, reliability and performance,
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product cost and selling price,
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features available in products,
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alignment with customer performance specifications,
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compliance with industry standards,
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strategic relationships with customers,
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access to and protection of intellectual property,
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ability to partner with or participate in reference designs of baseband vendors, and
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maintaining access to manufacturing capacity, raw materials, supplies and services at a competitive cost.
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long presence in key markets,
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brand recognition,
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high levels of customer satisfaction,
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strong baseband partnership/participation in reference designs,
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a broad product portfolio allowing them to bundle product offerings,
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ownership or control of key technology or intellectual property, and
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strong financial, sales and marketing, manufacturing, distribution, technical or other resources.
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to anticipate customer and market requirements and changes in technology and industry standards,
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to obtain sufficient manufacturing capacity to meet customer demand,
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to define new products that meet customer and market requirements,
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to complete development of new products and bring products to market on a timely basis,
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to differentiate our products from offerings of our competitors,
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to achieve overall market acceptance of our products,
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to lengthen the time that a particular product is in demand, and
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to obtain adequate intellectual property protection for our new products.
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the lack of wafer supply, potential wafer shortages and higher wafer prices,
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limited ability to respond to unanticipated changes in customer demand,
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limited control over delivery schedules, manufacturing yields, production costs and quality assurance, and
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the inaccessibility of, or delays in, obtaining access to, key process technologies.
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pay substantial damages,
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cease the manufacture, import, use, sale or offer for sale of infringing products or processes,
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discontinue the use of infringing technology,
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expend significant resources to develop non-infringing technology, and
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license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms.
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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, and
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any of our existing or future patents, copyrights, trademarks, trade secrets or other intellectual property rights may be challenged, invalidated or circumvented.
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currency exchange rate fluctuations, including increases or decreases in commodities prices related to such fluctuations,
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local economic and political conditions, including social, economic and political instability,
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labor market conditions and worker's rights,
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disruptions of capital and trading markets,
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inability to collect accounts receivable,
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restrictive governmental actions (such as restrictions on transfer of funds and trade protection measures, including export duties, quotas, customs duties, increased import or export controls and tariffs),
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changes in, or non-compliance with, legal or regulatory import/export requirements,
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natural disasters, acts of terrorism, widespread illness and war,
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difficulty in obtaining distribution and support,
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cultural differences in the conduct of business,
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direct or indirect government actions or policies aimed at supporting local industry,
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the laws and policies of the United States and other countries affecting trade, foreign investment and loans, and import or export licensing requirements,
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changes in current or future tax law or regulations or new interpretations thereof, by federal or state agencies or foreign governments could adversely affect our results of operations,
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changes in the effective tax rate as a result of our overall profitability and mix of earnings in countries with differing statutory tax rates,
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results of audits and examination of previously filed tax returns,
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the possibility of being exposed to legal proceedings in a foreign jurisdiction given the numerous, and sometimes conflicting, legal regimes on matters as diverse as anti-corruption, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, anti-competition, data privacy and protection, employment and labor relations,
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limitations on our ability under local laws to protect or enforce our intellectual property rights in a particular foreign jurisdiction, and
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restrictions on our ability to repatriate foreign earnings and / or funds and the unfavorable tax impactions related to the same.
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issuances of equity securities dilutive to our stockholders,
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large, transactions, restructuring or other impairment write-offs,
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the incurrence of substantial debt and assumption of unknown liabilities,
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the potential loss of key employees from the acquired company,
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recognition of additional liabilities known or unknown at the time of acquisition,
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amortization expenses related to intangible assets, and
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the diversion of management's attention from other business concerns.
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the ability of our Board of Directors to issue shares of preferred stock in one or more series without further authorization of stockholders,
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a prohibition on stockholder action by written consent,
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no stockholder right to call a special meeting of stockholders,
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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,
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a requirement that the affirmative vote of at least 66 2/3%
of our shares be obtained to amend or repeal any provision of our by-laws or the provision of our certificate of incorporation relating to amendments to our by-laws,
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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,
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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 Board of Directors in office prior to the time such other party became the beneficial owner of 5% or more of our shares,
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a fair price provision, and
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a requirement that the affirmative vote of at least 90% of our shares be obtained to amend or repeal the fair price provision.
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Location
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Owned/Leased
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Square Footage
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Primary Function
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Woburn, Massachusetts
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Owned
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158,000
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Corporate headquarters and manufacturing
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Adamstown, Maryland
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Owned
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121,200
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Manufacturing and office space
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Newbury Park, California
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Owned
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111,600
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Manufacturing and office space
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Newbury Park, California
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Leased
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108,400
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Design center
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Irvine, California
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Leased
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63,400
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Design center
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Cedar Rapids, Iowa
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Leased
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42,900
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Design center
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Santa Clara, California
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Leased
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42,200
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Design center
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Mexicali, Mexico
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Owned
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380,000
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Manufacturing and office space
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Singapore
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Leased
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134,000
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Filter manufacturing
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Kadoma, Japan
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Leased
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103,000
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Filter manufacturing and office space
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Seoul, Korea
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Leased
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22,900
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Design center
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Ottawa, Ontario
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Leased
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30,900
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Design center
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Fiscal Years Ended
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||||||||||||||
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October 3,
2014 |
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September 27,
2013 |
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High
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Low
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High
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Low
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||||||||
First quarter
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$
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28.43
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$
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23.71
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$
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24.08
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$
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19.80
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Second quarter
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39.27
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27.40
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24.97
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20.30
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Third quarter
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48.34
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34.90
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23.95
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20.15
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Fourth quarter
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58.84
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46.34
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26.33
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20.99
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
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Maximum Number (or Approximately Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
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6/28/14-7/25/14
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5,249
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$49.82
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—
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$109.7 million
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7/26/14-8/29/14
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877,666(2)
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$52.60
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875,000
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$63.9 million
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8/30/14-10/3/14
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35,777
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$56.50
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—
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$63.9 million
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Fiscal Years Ended
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||||||||||||||||||
Statement of Operations Data:
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October 3,
2014 |
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September 27,
2013 |
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September 28,
2012 |
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September 30,
2011 |
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October 1,
2010 |
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Net revenue
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$
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2,291.5
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$
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1,792.0
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$
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1,568.6
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$
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1,418.9
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$
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1,071.8
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Operating income
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$
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565.2
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$
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345.1
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$
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255.6
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$
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295.3
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$
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199.7
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Operating margin
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24.7
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%
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19.3
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%
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16.3
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%
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20.8
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%
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18.6
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%
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|||||
Net income
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$
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457.7
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$
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278.1
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$
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202.0
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$
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226.6
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$
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137.3
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Earnings per share:
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||||||||||
Basic
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$
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2.44
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$
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1.48
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$
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1.09
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$
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1.24
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$
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0.78
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Diluted
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$
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2.38
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$
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1.45
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|
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$
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1.05
|
|
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$
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1.19
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|
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$
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0.75
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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As of
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||||||||||||||||||
Balance Sheet Data:
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October 3,
2014 |
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September 27,
2013 |
|
September 28,
2012 |
|
September 30,
2011 |
|
October 1,
2010 |
||||||||||
Working capital
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$
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1,131.6
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|
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$
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893.6
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$
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700.6
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$
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569.2
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|
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$
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585.5
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Property, plant and equipment, net
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$
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555.9
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$
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328.6
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$
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279.4
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$
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251.4
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$
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204.4
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Total assets
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$
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2,973.8
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$
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2,333.1
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$
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2,136.6
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$
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1,890.4
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|
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$
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1,564.1
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Stockholders’ equity
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$
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2,532.4
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|
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$
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2,101.1
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|
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$
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1,905.5
|
|
|
$
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1,609.1
|
|
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$
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1,316.6
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|
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
|||
Net revenue
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100.0
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%
|
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100.0
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%
|
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100.0
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%
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Cost of goods sold
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55.4
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|
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57.2
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|
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57.5
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Gross profit
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44.6
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|
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42.8
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|
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42.5
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Operating expenses:
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|
|
|
|
|
|||
Research and development
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11.0
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|
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12.6
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|
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13.5
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Selling, general and administrative
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7.8
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8.9
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10.1
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Amortization of intangibles
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1.1
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1.6
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2.1
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Restructuring and other charges
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—
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0.4
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|
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0.5
|
|
Total operating expenses
|
19.9
|
|
|
23.5
|
|
|
26.2
|
|
Operating income
|
24.7
|
|
|
19.3
|
|
|
16.3
|
|
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
Income before income taxes
|
24.7
|
|
|
19.3
|
|
|
16.3
|
|
Provision for income taxes
|
4.7
|
|
|
3.7
|
|
|
3.4
|
|
Net income
|
20.0
|
%
|
|
15.6
|
%
|
|
12.9
|
%
|
•
|
Net revenue increased to approximately $2.3 billion, an increase of 28% as compared to the prior fiscal year. This increase in revenue was primarily related to our continued growth as smartphones displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, increases in tablet computing and the expansion of our analog product portfolio to address additional content within the handset and tablet markets as well as new vertical markets including medical automotive, military and industrial.
|
•
|
Operating margin increased by approximately 540 basis points to 24.7% for fiscal 2014 up from 19.3% in fiscal 2013. The increase in operating margin was primarily related to higher revenue and the leveraging impact on our gross margin and operating expenses partially offset by higher employee compensation expenses.
|
•
|
As a result of the aforementioned factors, overall profitability increased significantly from fiscal 2013 with both net income and diluted earnings per share increasing 64% year over year.
|
•
|
Our ending cash and cash equivalents balance increased 58% to $806 million in fiscal 2014 from $511 million in fiscal 2013. This was the result of a 54% increase in cash from operations to $772 million in fiscal 2014 from $500 million in fiscal 2013 due to higher net income and improvements in working capital. In addition, we invested $209 million on capital expenditures, $166 million to repurchase over 4.5 million shares of our common stock, $149 million for a 66% controlling interest in a joint venture and $41 million in cash dividend payments.
|
•
|
We created a joint venture with Panasonic Corporation with respect to the design, manufacture and sale of Panasonic's surface acoustic wave (“SAW”) and temperature-compensated (“TC”) SAW filter products. Panasonic contributed certain assets, properties, employees and rights related to its filter business, for which we acquired a 66% controlling interest. Overall demand for SAW and TC SAW filters is increasing as technology enhancements and product architectures become more complex to support the overall evolution of wireless technology and the increasing number of frequency bands that are utilized in end consumer products. The acquisition assists us in securing a dedicated supply of SAW and TC SAW filters in addition to allowing for integrating filters into the design and production of our products.
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Net revenue
|
$
|
2,291.5
|
|
27.9%
|
$
|
1,792.0
|
|
14.2%
|
$
|
1,568.6
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Gross profit
|
$
|
1,022.7
|
|
33.4%
|
$
|
766.6
|
|
14.9%
|
$
|
667.1
|
|
% of net revenue
|
44.6
|
%
|
|
42.8
|
%
|
|
42.5
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Research and development
|
$
|
252.2
|
|
11.4%
|
$
|
226.3
|
|
6.5%
|
$
|
212.5
|
|
% of net revenue
|
11.0
|
%
|
|
12.6
|
%
|
|
13.5
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
179.1
|
|
12.1%
|
$
|
159.7
|
|
0.8%
|
$
|
158.4
|
|
% of net revenue
|
7.8
|
%
|
|
8.9
|
%
|
|
10.1
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Amortization of intangibles
|
$
|
25.9
|
|
(11.0)%
|
$
|
29.1
|
|
(11.3)%
|
$
|
32.8
|
|
% of net revenue
|
1.1
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|
Fiscal Years Ended
|
||||||||||||
|
October 3,
2014 |
Change
|
September 27,
2013 |
Change
|
September 28,
2012 |
||||||||
(dollars in millions)
|
|
|
|
|
|
||||||||
Provision for income taxes
|
$
|
107.5
|
|
61.9
|
%
|
$
|
66.4
|
|
25.5
|
%
|
$
|
52.9
|
|
% of net revenue
|
4.7
|
%
|
|
3.7
|
%
|
|
3.4
|
%
|
|
Fiscal Years Ended
|
||||||||||
(dollars in millions)
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Cash and cash equivalents at beginning of period
|
$
|
511.1
|
|
|
$
|
307.1
|
|
|
$
|
410.8
|
|
Net cash provided by operating activities
|
772.4
|
|
|
499.7
|
|
|
285.2
|
|
|||
Net cash used in investing activities
|
(357.1
|
)
|
|
(123.0
|
)
|
|
(302.8
|
)
|
|||
Net cash used in financing activities
|
(120.6
|
)
|
|
(172.7
|
)
|
|
(86.1
|
)
|
|||
Cash and cash equivalents at end of period
|
$
|
805.8
|
|
|
$
|
511.1
|
|
|
$
|
307.1
|
|
•
|
$165.7 million
related to our repurchase of approximately 4.5 million shares of our common stock pursuant to the share repurchase program approved by our Board of Directors on July 16, 2013;
|
•
|
$41.4 million in cash dividend payments related to our $0.11 per share dividends declared on our common stock outstanding during the fiscal year; and
|
•
|
$22.1 million
related to the minimum statutory payroll tax withholdings upon vesting of employee performance and restricted stock awards.
|
|
|
Payments Due By Period
|
||||||||||||||||||
Obligation
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Other long-term liabilities (1)
|
|
$
|
46.5
|
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41.8
|
|
Operating lease obligations
|
|
44.3
|
|
|
13.1
|
|
|
17.5
|
|
|
8.9
|
|
|
4.8
|
|
|||||
Other commitments (2)
|
|
92.7
|
|
|
14.2
|
|
|
78.5
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
183.5
|
|
|
$
|
32.0
|
|
|
$
|
96.0
|
|
|
$
|
8.9
|
|
|
$
|
46.6
|
|
(1)
|
Other long-term liabilities include our gross unrecognized tax benefits, as well as executive deferred compensation, which are both classified as beyond five years due to the uncertain nature of the liabilities.
|
(2)
|
Other commitments consist of liabilities related to business combinations, contractual license and royalty payments, and other purchase obligations. See
Note 11
of Item 8 of this Annual Report on Form 10-K
|
|
October 3,
2014 |
||
Cash and cash equivalents (time deposits, certificate of deposits and money market funds)
|
$
|
805.8
|
|
Available for sale securities (auction rate securities) at carrying value
|
2.3
|
|
|
Total
|
$
|
808.1
|
|
(1)
|
Page
35
|
|
|
|
|
(2)
|
Consolidated Statements of Operations for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
36
|
|
|
|
(3)
|
Page
37
|
|
|
|
|
(4)
|
Page
38
|
|
|
|
|
(5)
|
Consolidated Statements of Cash Flows for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
39
|
|
|
|
(6)
|
Page
40
|
|
|
|
|
(7)
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Net revenue
|
$
|
2,291.5
|
|
|
$
|
1,792.0
|
|
|
$
|
1,568.6
|
|
Cost of goods sold
|
1,268.8
|
|
|
1,025.4
|
|
|
901.5
|
|
|||
Gross profit
|
1,022.7
|
|
|
766.6
|
|
|
667.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
252.2
|
|
|
226.3
|
|
|
212.5
|
|
|||
Selling, general and administrative
|
179.1
|
|
|
159.7
|
|
|
158.4
|
|
|||
Amortization of intangibles
|
25.9
|
|
|
29.1
|
|
|
32.8
|
|
|||
Restructuring and other charges
|
0.3
|
|
|
6.4
|
|
|
7.8
|
|
|||
Total operating expenses
|
457.5
|
|
|
421.5
|
|
|
411.5
|
|
|||
Operating income
|
565.2
|
|
|
345.1
|
|
|
255.6
|
|
|||
Other expense, net
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Income before income taxes
|
565.2
|
|
|
344.5
|
|
|
254.9
|
|
|||
Provision for income taxes
|
107.5
|
|
|
66.4
|
|
|
52.9
|
|
|||
Net income
|
$
|
457.7
|
|
|
$
|
278.1
|
|
|
$
|
202.0
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.44
|
|
|
$
|
1.48
|
|
|
$
|
1.09
|
|
Diluted
|
$
|
2.38
|
|
|
$
|
1.45
|
|
|
$
|
1.05
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
187.2
|
|
|
187.5
|
|
|
185.8
|
|
|||
Diluted
|
192.6
|
|
|
192.2
|
|
|
191.8
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Net income
|
$
|
457.7
|
|
|
$
|
278.1
|
|
|
$
|
202.0
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Pension adjustments
|
—
|
|
|
0.7
|
|
|
(0.3
|
)
|
|||
Foreign currency translation adjustment
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
453.7
|
|
|
$
|
278.8
|
|
|
$
|
201.7
|
|
|
As of
|
||||||
|
October 3,
2014 |
|
September 27,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
805.8
|
|
|
$
|
511.1
|
|
Receivables, net of allowance for doubtful accounts of $0.8 and $0.5, respectively
|
317.6
|
|
|
292.7
|
|
||
Inventory
|
270.8
|
|
|
229.5
|
|
||
Other current assets
|
35.0
|
|
|
40.0
|
|
||
Total current assets
|
1,429.2
|
|
|
1,073.3
|
|
||
Property, plant and equipment, net
|
555.9
|
|
|
328.6
|
|
||
Goodwill
|
851.0
|
|
|
800.5
|
|
||
Intangible assets, net
|
75.0
|
|
|
64.8
|
|
||
Deferred tax assets, net
|
50.8
|
|
|
54.1
|
|
||
Other assets
|
11.9
|
|
|
11.8
|
|
||
Total assets
|
$
|
2,973.8
|
|
|
$
|
2,333.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
200.6
|
|
|
$
|
126.5
|
|
Accrued compensation and benefits
|
70.7
|
|
|
41.2
|
|
||
Other current liabilities
|
26.3
|
|
|
12.0
|
|
||
Total current liabilities
|
297.6
|
|
|
179.7
|
|
||
Long-term tax liabilities
|
41.6
|
|
|
45.9
|
|
||
Other long-term liabilities
|
102.2
|
|
|
6.4
|
|
||
Total liabilities
|
441.4
|
|
|
232.0
|
|
||
Commitments and contingencies (Note 11 and 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; 214.2 shares issued and 189.2 shares outstanding at October 3, 2014, and 207.5 shares issued and 187.9 shares outstanding at September 27, 2013
|
47.3
|
|
|
47.0
|
|
||
Additional paid-in capital
|
2,248.2
|
|
|
2,041.4
|
|
||
Treasury stock, at cost
|
(553.1
|
)
|
|
(365.3
|
)
|
||
Retained earnings
|
794.9
|
|
|
378.9
|
|
||
Accumulated other comprehensive loss
|
(4.9
|
)
|
|
(0.9
|
)
|
||
Total stockholders’ equity
|
2,532.4
|
|
|
2,101.1
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,973.8
|
|
|
$
|
2,333.1
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
457.7
|
|
|
$
|
278.1
|
|
|
$
|
202.0
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Share-based compensation
|
86.0
|
|
|
71.7
|
|
|
72.2
|
|
|||
Depreciation
|
96.8
|
|
|
74.3
|
|
|
69.5
|
|
|||
Amortization of intangible assets
|
25.9
|
|
|
29.1
|
|
|
33.2
|
|
|||
Contribution of common shares to savings and retirement plans
|
17.1
|
|
|
17.1
|
|
|
16.1
|
|
|||
Deferred income taxes
|
3.3
|
|
|
13.7
|
|
|
12.9
|
|
|||
Excess tax benefit from share-based compensation
|
(40.8
|
)
|
|
(10.8
|
)
|
|
(6.8
|
)
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|||
Other
|
1.0
|
|
|
0.3
|
|
|
0.5
|
|
|||
Changes in assets and liabilities net of acquired balances:
|
|
|
|
|
|
||||||
Receivables, net
|
(12.4
|
)
|
|
4.9
|
|
|
(109.2
|
)
|
|||
Inventory
|
(6.1
|
)
|
|
3.4
|
|
|
(19.3
|
)
|
|||
Other current and long-term assets
|
7.3
|
|
|
(0.2
|
)
|
|
(9.5
|
)
|
|||
Accounts payable
|
74.2
|
|
|
(14.1
|
)
|
|
15.2
|
|
|||
Other current and long-term liabilities
|
62.4
|
|
|
32.2
|
|
|
13.8
|
|
|||
Net cash provided by operating activities
|
772.4
|
|
|
499.7
|
|
|
285.2
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(208.6
|
)
|
|
(123.8
|
)
|
|
(94.1
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(148.5
|
)
|
|
—
|
|
|
(229.6
|
)
|
|||
Sales and maturities of short term investments
|
—
|
|
|
0.8
|
|
|
20.9
|
|
|||
Net cash used in investing activities
|
(357.1
|
)
|
|
(123.0
|
)
|
|
(302.8
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Retirement of debt and line of credit
|
—
|
|
|
—
|
|
|
(48.1
|
)
|
|||
Payment of contingent consideration
|
—
|
|
|
(1.1
|
)
|
|
(52.9
|
)
|
|||
Excess tax benefit from share-based compensation
|
40.8
|
|
|
10.8
|
|
|
6.8
|
|
|||
Repurchase of common stock - payroll tax withholdings on equity awards
|
(22.1
|
)
|
|
(18.6
|
)
|
|
(18.6
|
)
|
|||
Repurchase of common stock - share repurchase program
|
(165.7
|
)
|
|
(184.9
|
)
|
|
(12.4
|
)
|
|||
Dividends paid
|
(41.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from exercise of stock options
|
67.8
|
|
|
21.1
|
|
|
39.1
|
|
|||
Net cash used in financing activities
|
(120.6
|
)
|
|
(172.7
|
)
|
|
(86.1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
294.7
|
|
|
204.0
|
|
|
(103.7
|
)
|
|||
Cash and cash equivalents at beginning of period
|
511.1
|
|
|
307.1
|
|
|
410.8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
805.8
|
|
|
$
|
511.1
|
|
|
$
|
307.1
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|||||
Income taxes paid
|
$
|
63.2
|
|
|
$
|
26.2
|
|
|
$
|
19.8
|
|
Interest paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Shares of common stock
|
|
Par value of common stock
|
|
Shares of treasury stock
|
|
Value of treasury stock
|
|
Additional paid-in capital
|
|
Retained earnings (accumulated deficit)
|
|
Accumulated other comprehensive loss
|
|
Total stockholders' equity
|
||||||||||||||
Balance at September 30, 2011
|
186.4
|
|
|
$
|
46.6
|
|
|
9.0
|
|
|
$
|
(130.8
|
)
|
|
$
|
1,796.0
|
|
|
$
|
(101.2
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
1,609.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202.0
|
|
|
—
|
|
|
202.0
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
6.7
|
|
|
1.7
|
|
|
0.8
|
|
|
(18.6
|
)
|
|
73.4
|
|
|
—
|
|
|
—
|
|
|
56.5
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.9
|
|
|
—
|
|
|
—
|
|
|
71.9
|
|
||||||
Reacquisition of equity components of convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
|
—
|
|
|
—
|
|
|
(21.5
|
)
|
||||||
Share repurchase program
|
(0.8
|
)
|
|
(0.2
|
)
|
|
0.8
|
|
|
(12.4
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(12.4
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Balance at September 28, 2012
|
192.3
|
|
|
$
|
48.1
|
|
|
10.6
|
|
|
$
|
(161.8
|
)
|
|
$
|
1,920.0
|
|
|
$
|
100.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
1,905.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278.1
|
|
|
—
|
|
|
278.1
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
3.7
|
|
|
0.9
|
|
|
0.9
|
|
|
(18.6
|
)
|
|
48.8
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70.6
|
|
|
—
|
|
|
—
|
|
|
70.6
|
|
||||||
Share repurchase program
|
(8.1
|
)
|
|
(2.0
|
)
|
|
8.1
|
|
|
(184.9
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
(184.9
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
||||||
Balance at September 27, 2013
|
187.9
|
|
|
$
|
47.0
|
|
|
19.6
|
|
|
$
|
(365.3
|
)
|
|
$
|
2,041.4
|
|
|
$
|
378.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
2,101.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
457.7
|
|
|
—
|
|
|
457.7
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
5.8
|
|
|
1.4
|
|
|
0.9
|
|
|
(22.1
|
)
|
|
129.9
|
|
|
—
|
|
|
—
|
|
|
109.2
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.8
|
|
|
—
|
|
|
—
|
|
|
75.8
|
|
||||||
Share repurchase program
|
(4.5
|
)
|
|
(1.1
|
)
|
|
4.5
|
|
|
(165.7
|
)
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
(165.7
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.7
|
)
|
|
—
|
|
|
(41.7
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(4.0
|
)
|
||||||
Balance at October 3, 2014
|
189.2
|
|
|
$
|
47.3
|
|
|
25.0
|
|
|
$
|
(553.1
|
)
|
|
$
|
2,248.2
|
|
|
$
|
794.9
|
|
|
$
|
(4.9
|
)
|
|
$
|
2,532.4
|
|
•
|
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.
|
|
|
As of
|
||
Estimated fair value of assets acquired
|
|
August 1,
2014 |
||
Accounts receivable
|
|
$
|
12.2
|
|
Inventory
|
|
35.5
|
|
|
Property, plant and equipment
|
|
121.2
|
|
|
Developed technology
|
|
36.2
|
|
|
Goodwill
|
|
50.5
|
|
|
Liabilities assumed
|
|
(22.4
|
)
|
|
Estimated fair value of net assets acquired
|
|
$
|
233.2
|
|
|
|
Fiscal Years-Ended
|
||||||
|
|
October 3,
2014 |
|
September 27,
2013 |
||||
Revenue
|
|
$
|
2,324.9
|
|
|
$
|
1,819.6
|
|
Net income
|
|
$
|
451.7
|
|
|
$
|
256.4
|
|
Diluted earnings per common share
|
|
$
|
2.35
|
|
|
$
|
1.33
|
|
•
|
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.
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Total
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant
other
observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
444.5
|
|
|
$
|
444.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate security
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||
Foreign currency derivative assets
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total
|
$
|
447.5
|
|
|
$
|
444.5
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Purchase obligation recorded for business combinations
|
$
|
74.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.0
|
|
Foreign currency derivative liabilities
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total
|
$
|
74.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74.7
|
|
|
As of
|
||||||
|
October 3,
2014 |
|
September 27,
2013 |
||||
Raw materials
|
$
|
45.4
|
|
|
$
|
25.2
|
|
Work-in-process
|
145.9
|
|
|
128.3
|
|
||
Finished goods
|
71.3
|
|
|
65.0
|
|
||
Finished goods held on consignment by customers
|
8.2
|
|
|
11.0
|
|
||
Total inventories
|
$
|
270.8
|
|
|
$
|
229.5
|
|
|
As of
|
||||||
|
October 3,
2014 |
|
September 27,
2013 |
||||
Land and improvements
|
$
|
11.6
|
|
|
$
|
12.2
|
|
Buildings and improvements
|
90.7
|
|
|
60.3
|
|
||
Furniture and fixtures
|
26.9
|
|
|
23.4
|
|
||
Machinery and equipment
|
952.9
|
|
|
668.1
|
|
||
Construction in progress
|
95.0
|
|
|
95.3
|
|
||
Total property, plant and equipment, gross
|
1,177.1
|
|
|
859.3
|
|
||
Accumulated depreciation and amortization
|
(621.2
|
)
|
|
(530.7
|
)
|
||
Total property, plant and equipment, net
|
$
|
555.9
|
|
|
$
|
328.6
|
|
|
|
As of
|
|
As of
|
||||||||||||||||||||
|
Weighted
average
amortization
period remaining (years)
|
October 3, 2014
|
|
September 27, 2013
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|||||||||||||
Customer relationships
|
2.0
|
$
|
57.2
|
|
|
$
|
(39.4
|
)
|
|
$
|
17.8
|
|
|
$
|
78.7
|
|
|
$
|
(49.3
|
)
|
|
$
|
29.4
|
|
Developed technology and other
|
2.5
|
96.2
|
|
|
(40.6
|
)
|
|
55.6
|
|
|
88.9
|
|
|
(55.3
|
)
|
|
33.6
|
|
||||||
IPR&D
|
0
|
6.1
|
|
|
(6.1
|
)
|
|
—
|
|
|
6.1
|
|
|
(5.9
|
)
|
|
0.2
|
|
||||||
Trademarks
|
Indefinite
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Total intangible assets
|
|
$
|
161.1
|
|
|
$
|
(86.1
|
)
|
|
$
|
75.0
|
|
|
$
|
175.3
|
|
|
$
|
(110.5
|
)
|
|
$
|
64.8
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||
Amortization expense
|
$
|
33.1
|
|
|
$
|
28.3
|
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
United States
|
$
|
346.8
|
|
|
$
|
164.8
|
|
|
$
|
113.1
|
|
Foreign
|
218.4
|
|
|
179.7
|
|
|
141.8
|
|
|||
Income before income taxes
|
$
|
565.2
|
|
|
$
|
344.5
|
|
|
$
|
254.9
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
88.2
|
|
|
$
|
38.0
|
|
|
$
|
32.4
|
|
State
|
(0.5
|
)
|
|
0.1
|
|
|
(1.7
|
)
|
|||
Foreign
|
13.5
|
|
|
14.8
|
|
|
8.6
|
|
|||
|
101.2
|
|
|
52.9
|
|
|
39.3
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
12.3
|
|
|
14.4
|
|
|
13.0
|
|
|||
State
|
(4.6
|
)
|
|
(4.9
|
)
|
|
(3.7
|
)
|
|||
Foreign
|
(11.2
|
)
|
|
(0.1
|
)
|
|
0.4
|
|
|||
|
(3.5
|
)
|
|
9.4
|
|
|
9.7
|
|
|||
|
|
|
|
|
|
||||||
Change in valuation allowance
|
9.8
|
|
|
4.1
|
|
|
3.9
|
|
|||
Provision for income taxes
|
$
|
107.5
|
|
|
$
|
66.4
|
|
|
$
|
52.9
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Tax expense at United States statutory rate
|
$
|
197.8
|
|
|
$
|
120.6
|
|
|
$
|
89.2
|
|
Foreign tax rate difference
|
(77.3
|
)
|
|
(49.8
|
)
|
|
(44.7
|
)
|
|||
Deemed dividend from foreign subsidiary
|
—
|
|
|
—
|
|
|
2.4
|
|
|||
Research and development credits
|
(2.8
|
)
|
|
(16.3
|
)
|
|
(1.7
|
)
|
|||
Change in tax reserve
|
11.0
|
|
|
11.7
|
|
|
10.4
|
|
|||
Change in valuation allowance
|
9.8
|
|
|
4.1
|
|
|
3.9
|
|
|||
Domestic production activities deduction
|
(10.9
|
)
|
|
(5.0
|
)
|
|
(3.9
|
)
|
|||
Audit settlements and adjustments
|
(19.7
|
)
|
|
1.9
|
|
|
—
|
|
|||
Other, net
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(2.7
|
)
|
|||
Provision for income taxes
|
$
|
107.5
|
|
|
$
|
66.4
|
|
|
$
|
52.9
|
|
|
Fiscal Years Ended
|
||||||
|
October 3,
2014 |
|
September 27,
2013 |
||||
Deferred Tax Assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Inventory
|
$
|
5.3
|
|
|
$
|
3.7
|
|
Bad debts
|
0.2
|
|
|
0.2
|
|
||
Accrued compensation and benefits
|
5.0
|
|
|
4.0
|
|
||
Product returns, allowances and warranty
|
4.9
|
|
|
1.6
|
|
||
Restructuring
|
0.2
|
|
|
0.3
|
|
||
Other, net
|
0.3
|
|
|
0.5
|
|
||
Current deferred tax assets
|
15.9
|
|
|
10.3
|
|
||
Less valuation allowance
|
(6.4
|
)
|
|
(3.2
|
)
|
||
Net current deferred tax assets
|
9.5
|
|
|
7.1
|
|
||
Long-term:
|
|
|
|
||||
Intangible assets
|
4.7
|
|
|
5.5
|
|
||
Share-based and other deferred compensation
|
39.4
|
|
|
37.0
|
|
||
Net operating loss carry forwards
|
12.7
|
|
|
20.3
|
|
||
Federal tax credits
|
13.0
|
|
|
16.0
|
|
||
State tax credits
|
43.1
|
|
|
38.5
|
|
||
Other, net
|
2.7
|
|
|
2.0
|
|
||
Long-term deferred tax assets
|
115.6
|
|
|
119.3
|
|
||
Less valuation allowance
|
(54.4
|
)
|
|
(47.8
|
)
|
||
Net long-term deferred tax assets
|
61.2
|
|
|
71.5
|
|
||
|
|
|
|
||||
Deferred tax assets
|
131.5
|
|
|
129.6
|
|
||
Less valuation allowance
|
(60.8
|
)
|
|
(51.0
|
)
|
||
Net deferred tax assets
|
70.7
|
|
|
78.6
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Current:
|
|
|
|
||||
Prepaid insurance
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Current deferred tax liabilities
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Long-term:
|
|
|
|
||||
Property, plant and equipment
|
(11.6
|
)
|
|
(14.3
|
)
|
||
Intangible assets
|
(1.2
|
)
|
|
(3.1
|
)
|
||
Long-term deferred tax liabilities
|
(12.8
|
)
|
|
(17.4
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
(13.6
|
)
|
|
(18.2
|
)
|
||
Total deferred tax assets
|
$
|
57.1
|
|
|
$
|
60.4
|
|
|
Unrecognized tax benefits
|
||
Balance at September 27, 2013
|
$
|
63.2
|
|
Decreases based on positions related to prior years
|
(1.2
|
)
|
|
Increases based on positions related to current year
|
11.0
|
|
|
Decreases relating to settlements with taxing authorities
|
(20.9
|
)
|
|
Decreases relating to lapses of applicable statutes of limitations
|
(0.3
|
)
|
|
Balance at October 3, 2014
|
$
|
51.8
|
|
|
Per Share
|
|
Total
|
||||
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
Second quarter
|
—
|
|
|
—
|
|
||
Third quarter
|
0.11
|
|
|
20.8
|
|
||
Fourth quarter
|
0.11
|
|
|
20.9
|
|
||
|
$
|
0.22
|
|
|
$
|
41.7
|
|
•
|
the Directors’ 2001 Stock Option Plan
|
•
|
the Non-Qualified Employee Stock Purchase Plan
|
•
|
the 2002 Employee Stock Purchase Plan
|
•
|
the 2005 Long-Term Incentive Plan
|
•
|
the 2008 Director Long-Term Incentive Plan
|
•
|
AATI 1998 Amended Stock Plan
|
•
|
AATI 2005 Equity Incentive Plan
|
|
Shares (in millions)
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life (in years)
|
|
Aggregate intrinsic value (in millions)
|
|||||
Balance outstanding at September 27, 2013
|
10.7
|
|
|
$
|
16.76
|
|
|
|
|
|
||
Granted
|
1.8
|
|
|
$
|
29.56
|
|
|
|
|
|
||
Exercised
|
(4.8
|
)
|
|
$
|
14.20
|
|
|
|
|
|
||
Canceled/forfeited
|
(0.2
|
)
|
|
$
|
21.39
|
|
|
|
|
|
||
Balance outstanding at October 3, 2014
|
7.5
|
|
|
$
|
21.26
|
|
|
4.3
|
|
$
|
254.2
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at October 3, 2014
|
3.0
|
|
|
$
|
16.46
|
|
|
3.1
|
|
$
|
117.1
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Cost of goods sold
|
$
|
11.3
|
|
|
$
|
10.2
|
|
|
$
|
9.4
|
|
Research and development
|
36.2
|
|
|
28.2
|
|
|
28.0
|
|
|||
Selling, general and administrative
|
38.5
|
|
|
33.3
|
|
|
34.8
|
|
|||
Total share-based compensation expense
|
$
|
86.0
|
|
|
$
|
71.7
|
|
|
$
|
72.2
|
|
|
|
|
|
|
|
||||||
Share-based compensation tax benefit
|
$
|
25.6
|
|
|
$
|
21.4
|
|
|
$
|
22.2
|
|
|
Unrecognized compensation cost for unvested awards
(in millions)
|
|
Weighted average remaining recognition period
(in years)
|
||
Options
|
$
|
28.1
|
|
|
2.1
|
Awards
|
$
|
56.8
|
|
|
1.5
|
|
Fiscal Year Ended
|
|
|
October 3,
2014 |
|
Volatility of common stock
|
36.96
|
%
|
Average volatility of peer companies
|
29.59
|
%
|
Average correlation coefficient of peer companies
|
0.47
|
|
Risk-free interest rate
|
0.11
|
%
|
|
Fiscal Years Ended
|
|||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
|||
Expected volatility
|
47.40
|
%
|
|
57.71
|
%
|
|
59.21
|
%
|
Risk-free interest rate
|
1.83
|
%
|
|
1.29
|
%
|
|
0.52
|
%
|
Dividend yield
|
0.83
|
|
|
0.00
|
|
|
0.00
|
|
Expected option life (in years)
|
4.6
|
|
|
4.2
|
|
|
4.1
|
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|||||||||
Future minimum payments
|
|
$
|
13.1
|
|
|
10.0
|
|
|
7.5
|
|
|
6.6
|
|
|
2.3
|
|
|
4.9
|
|
|
$
|
44.4
|
|
|
Balance at September 30, 2011
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at September 28, 2012
|
||||||||
Other Restructuring
|
|
|
|
|
|
|
|
||||||||
Employee Severance costs
|
$
|
0.5
|
|
|
$
|
7.2
|
|
|
$
|
(6.8
|
)
|
|
$
|
0.9
|
|
Lease and other contractual obligations
|
1.5
|
|
|
0.6
|
|
|
(1.3
|
)
|
|
0.8
|
|
||||
Total
|
$
|
2.0
|
|
|
$
|
7.8
|
|
|
$
|
(8.1
|
)
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at September 28, 2012
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at September 27, 2013
|
||||||||
FY13 Restructuring Programs
|
|
|
|
|
|
|
|
||||||||
Employee Severance costs
|
$
|
—
|
|
|
$
|
6.4
|
|
|
$
|
(5.8
|
)
|
|
$
|
0.6
|
|
Other Restructuring
|
|
|
|
|
|
|
|
||||||||
Employee Severance costs
|
0.9
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
||||
Lease and other contractual obligations
|
0.8
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
||||
Total
|
$
|
1.7
|
|
|
$
|
6.4
|
|
|
$
|
(7.1
|
)
|
|
$
|
1.0
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at September 27, 2013
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at October 3, 2014
|
||||||||
FY13 Restructuring Programs
|
|
|
|
|
|
|
|
||||||||
Employee Severance costs
|
$
|
0.6
|
|
|
$
|
0.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.3
|
|
Other Restructuring
|
|
|
|
|
|
|
|
||||||||
Lease and other contractual obligations
|
0.4
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
||||
Total
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.5
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
Net income
|
$
|
457.7
|
|
|
$
|
278.1
|
|
|
$
|
202.0
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
187.2
|
|
|
187.5
|
|
|
185.8
|
|
|||
Effect of dilutive equity based awards
|
5.4
|
|
|
4.7
|
|
|
5.7
|
|
|||
Dilutive effect of convertible debt
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Weighted average shares outstanding – diluted
|
192.6
|
|
|
192.2
|
|
|
191.8
|
|
|||
|
|
|
|
|
|
||||||
Net income per share – basic
|
$
|
2.44
|
|
|
$
|
1.48
|
|
|
$
|
1.09
|
|
Net income per share - diluted
|
$
|
2.38
|
|
|
$
|
1.45
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
||||||
Anti-dilutive common stock equivalents
|
0.9
|
|
|
5.4
|
|
|
4.0
|
|
|
Fiscal Years Ended
|
||||||||||
|
October 3,
2014 |
|
September 27,
2013 |
|
September 28,
2012 |
||||||
United States
|
$
|
47.5
|
|
|
$
|
67.3
|
|
|
$
|
70.3
|
|
Other Americas
|
25.5
|
|
|
10.2
|
|
|
18.4
|
|
|||
Total Americas
|
73.0
|
|
|
77.5
|
|
|
88.7
|
|
|||
|
|
|
|
|
|
||||||
China
|
1,574.4
|
|
|
979.3
|
|
|
820.1
|
|
|||
Taiwan
|
322.2
|
|
|
387.5
|
|
|
311.7
|
|
|||
South Korea
|
107.4
|
|
|
102.9
|
|
|
103.2
|
|
|||
Other Asia-Pacific
|
166.9
|
|
|
202.0
|
|
|
207.4
|
|
|||
Total Asia-Pacific
|
2,170.9
|
|
|
1,671.7
|
|
|
1,442.4
|
|
|||
|
|
|
|
|
|
||||||
Europe, Middle East and Africa
|
47.6
|
|
|
42.8
|
|
|
37.5
|
|
|||
|
$
|
2,291.5
|
|
|
$
|
1,792.0
|
|
|
$
|
1,568.6
|
|
|
As of
|
||||||
|
October 3,
2014 |
|
September 27,
2013 |
||||
Mexico
|
$
|
290.1
|
|
|
$
|
176.9
|
|
United States
|
138.7
|
|
|
140.2
|
|
||
Singapore
|
60.8
|
|
|
—
|
|
||
Japan
|
58.8
|
|
|
—
|
|
||
Rest of world
|
7.5
|
|
|
11.5
|
|
||
|
$
|
555.9
|
|
|
$
|
328.6
|
|
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
|
Fiscal year
|
||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
505.2
|
|
|
$
|
481.0
|
|
|
$
|
587.0
|
|
|
$
|
718.2
|
|
|
$
|
2,291.5
|
|
Gross profit
|
222.0
|
|
|
212.4
|
|
|
264.2
|
|
|
324.0
|
|
|
1,022.7
|
|
|||||
Net income
|
94.5
|
|
|
76.9
|
|
|
111.4
|
|
|
174.9
|
|
|
457.7
|
|
|||||
Per share data (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income, basic
|
$
|
0.51
|
|
|
$
|
0.41
|
|
|
$
|
0.59
|
|
|
$
|
0.93
|
|
|
$
|
2.44
|
|
Net income, diluted
|
$
|
0.49
|
|
|
$
|
0.40
|
|
|
$
|
0.58
|
|
|
$
|
0.90
|
|
|
$
|
2.38
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
453.7
|
|
|
$
|
425.2
|
|
|
$
|
436.1
|
|
|
$
|
477.0
|
|
|
$
|
1,792.0
|
|
Gross profit
|
192.6
|
|
|
176.7
|
|
|
188.2
|
|
|
209.1
|
|
|
766.6
|
|
|||||
Net income
|
66.5
|
|
|
61.7
|
|
|
65.7
|
|
|
84.2
|
|
|
278.1
|
|
|||||
Per share data (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income, basic
|
$
|
0.35
|
|
|
$
|
0.33
|
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
1.48
|
|
Net income, diluted
|
$
|
0.34
|
|
|
$
|
0.32
|
|
|
$
|
0.34
|
|
|
$
|
0.44
|
|
|
$
|
1.45
|
|
(1)
|
Earnings per share calculations for each of the quarters are based on the weighted average number of shares outstanding and included common stock equivalents in each period. Therefore, the sums of the quarters do not necessarily equal the full year earnings per share.
|
•
|
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.
|
(a)
|
The following are filed as part of this Annual Report on Form 10-K:
|
1.
|
Index to Financial Statements
|
Page number in this report
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
Page
35
|
|
Consolidated Statements of Operations for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
36
|
|
Consolidated Statements of Comprehensive Income for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
38
|
|
Consolidated Balance Sheets at October 3, 2014 and September 27, 2013
|
Page
38
|
|
Consolidated Statements of Cash Flows for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
39
|
|
Consolidated Statements of Stockholders' Equity for the Years Ended October 3, 2014, September 27, 2013 and September 28, 2012
|
Page
40
|
|
Notes to Consolidated Financial Statements
|
||
|
|
|
2.
|
The schedule listed below is filed as part of this Annual Report on Form 10-K:
|
Page number in this report
|
|
Schedule II-Valuation and Qualifying Accounts
|
Page
68
|
|
All other 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 preceding the Exhibits are filed as a part of this Annual Report on Form 10-K.
|
|
(b)
|
Exhibits
|
|
SKYWORKS SOLUTIONS, INC.
|
|
|
Registrant
|
|
|
|
|
|
By:
|
/s/ David J. Aldrich
|
|
|
David J. Aldrich
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Signature and Title
|
|
Signature and Title
|
|
|
|
/s/ David J. Aldrich
|
|
/s/ Kevin L. Beebe
|
David J. Aldrich
|
|
Kevin L. Beebe
|
Chairman and Chief Executive Officer
|
|
Director
|
(principal executive officer)
|
|
|
|
|
/s/Timothy R. Furey
|
|
|
Timothy R. Furey
|
/s/ Donald W. Palette
|
|
Director
|
Donald W. Palette
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Balakrishnan S. Iyer
|
(principal accounting and financial officer)
|
|
Balakrishnan S. Iyer
|
|
|
Director
|
|
|
|
|
|
/s/ Christine King
|
|
|
Christine King
|
|
|
Director
|
|
|
|
|
|
/s/ David P. McGlade
|
|
|
David P. McGlade
|
|
|
Director
|
|
|
|
|
|
/s/ David J. McLachlan
|
|
|
David J. McLachlan
|
|
|
Director
|
|
|
|
|
|
/s/ Robert A. Schriesheim
|
|
|
Robert A. Schriesheim
|
|
|
Director
|
|
|
|
Description
|
Beginning Balance
|
|
Charged to
Cost and
Expenses
|
|
Deductions
|
|
Misc. (1)
|
|
Ending
Balance
|
||||||||||
Year Ended September 28, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Reserve for sales returns
|
$
|
3.3
|
|
|
$
|
8.5
|
|
|
$
|
(6.1
|
)
|
|
$
|
0.7
|
|
|
$
|
6.4
|
|
Allowance for excess and obsolete inventories
|
$
|
11.5
|
|
|
$
|
6.6
|
|
|
$
|
(7.6
|
)
|
|
$
|
7.8
|
|
|
$
|
18.3
|
|
Year Ended September 27, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
$
|
0.5
|
|
Reserve for sales returns
|
$
|
6.4
|
|
|
$
|
3.1
|
|
|
$
|
(4.8
|
)
|
|
$
|
—
|
|
|
$
|
4.7
|
|
Allowance for excess and obsolete inventories
|
$
|
18.3
|
|
|
$
|
12.6
|
|
|
$
|
(16.4
|
)
|
|
$
|
—
|
|
|
$
|
14.5
|
|
Year Ended October 3, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Reserve for sales returns
|
$
|
4.7
|
|
|
$
|
12.7
|
|
|
$
|
(3.3
|
)
|
|
$
|
—
|
|
|
$
|
14.1
|
|
Allowance for excess and obsolete inventories
|
$
|
14.5
|
|
|
$
|
24.6
|
|
|
$
|
(17.2
|
)
|
|
$
|
—
|
|
|
$
|
21.9
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
2.1
|
Agreement and Plan of Merger dated as of May 17, 2011 by and among the Company, Silver Bullet Acquisition Corp, SiGe Semiconductor, Inc. and Shareholder Representative Services LLC, solely in its capacity as the representative and agent of the Company Stockholders
|
10-Q/A
|
001-05560
|
10.E
|
11/17/2011
|
|
2.2
|
Agreement and Plan of Merger dated as of May 26, 2011, by and among the Company, PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated
|
8-K
|
001-05560
|
2.2
|
12/5/2011
|
|
2.3
|
Amendment No. 1 dated as of November 30, 2011, to Agreement and Plan of Merger, dated as of May 26, 2011, by and among the Company, PowerCo Acquisition Corp. and Advanced Analogic Technologies Incorporated
|
8-K
|
001-05560
|
2.1
|
12/5/2011
|
|
2.4
|
Memorandum of Understanding dated as of April 28, 2014, by and between the Company and Panasonic Corporation, acting through Automotive & Industrial Systems Company
|
10-Q
|
001-05560
|
10.1
|
7/30/2014
|
|
2.5
|
Stock Purchase Agreement dated as of July 2, 2014, by and among the Company, Skyworks Luxembourg S.A.R.L., Panasonic Corporation, acting through Automotive & Industrial Systems Company, Panasonic Asia Pacific Pte., Ltd., Skyworks Panasonic Filter Solutions Japan Co., Ltd. and Skyworks Panasonic Filter Solutions Singapore Pte. Ltd.
|
|
|
|
|
X
|
3.1
|
Restated Certificate of Incorporation, As Amended
|
10-Q
|
001-05560
|
3.A
|
8/9/2011
|
|
3.2
|
Second Amended and Restated By-laws, As Amended
|
10-Q
|
001-05560
|
3.1
|
5/2/2014
|
|
4.1
|
Specimen Certificate of Common Stock
|
S-3
|
333-92394
|
4
|
7/15/2002
|
|
10.1*
|
Alpha Industries, Inc. Long-Term Compensation Plan dated September 24, 1990; amended March 28, 1991; and as further amended October 27, 1994
|
10-K
|
001-05560
|
10.B
|
12/14/2005
|
|
10.2*
|
Alpha Industries Executive Compensation Plan dated January 1, 1995, and Trust for the Alpha Industries Executive Compensation Plan dated January 3, 1995
|
10-K
|
001-05560
|
10.D
|
12/14/2005
|
|
10.3*
|
Skyworks Solutions, Inc. 1999 Employee Long-Term Incentive Plan
|
10-K
|
001-05560
|
10.L
|
12/23/2002
|
|
10.4*
|
Skyworks Solutions, Inc. Directors’ 2001 Stock Option Plan
|
8-K
|
001-05560
|
10.2
|
5/4/2005
|
|
10.5*
|
Form of Notice of Stock Option Grant under the Company’s Directors’ 2001 Stock Option Plan
|
8-K
|
001-05560
|
10.3
|
5/4/2005
|
|
10.6*
|
Skyworks Solutions, Inc. 2002 Employee Stock Purchase Plan
|
10-Q
|
001-05560
|
10.D
|
1/31/2013
|
|
10.7*
|
Skyworks Solutions, Inc. Non-Qualified Employee Stock Purchase Plan
|
10-Q
|
001-05560
|
10.E
|
1/31/2013
|
|
10.8*
|
Skyworks Solutions, Inc. Amended and Restated 2005 Long-Term Incentive Plan
|
8-K
|
001-05560
|
10.1
|
5/13/2013
|
|
10.9*
|
Form of Nonstatutory Stock Option Agreement under the Company’s 2005 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.B
|
1/31/2013
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
10.10*
|
Form of Performance Share Agreement under the Company’s 2005 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.C
|
1/31/2013
|
|
10.11*
|
Form of Restricted Stock Unit Agreement under the Company's 2005 Long-Term Incentive Plan
|
8-K
|
001-05560
|
10.1
|
5/9/2014
|
|
10.12*
|
Skyworks Solutions, Inc. Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended
|
10-Q
|
001-05560
|
10.1
|
5/2/2014
|
|
10.13*
|
Form of Restricted Stock Agreement under the Company’s 2008 Director Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.NN
|
5/7/2008
|
|
10.14*
|
Form of Nonstatutory Stock Option Agreement under the Company’s 2008 Director Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.OO
|
5/7/2008
|
|
10.15*
|
Advanced Analogic Technologies Incorporated 1998 Amended Stock Plan
|
10-K
|
001-05560
|
10.CC
|
11/21/2012
|
|
10.16*
|
Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan
|
10-K
|
001-05560
|
10.DD
|
11/21/2012
|
|
10.17*
|
Fiscal 2014 Executive Incentive Plan
|
10-Q
|
001-05560
|
10.A
|
1/29/2014
|
|
10.18*
|
Skyworks Solutions, Inc. Cash Compensation Plan for Directors
|
10-Q
|
001-05560
|
10.1
|
7/30/2014
|
|
10.19*
|
Amended and Restated Change of Control / Severance Agreement, dated January 22, 2008, between the Company and David Aldrich
|
10-Q
|
001-05560
|
10.W
|
5/7/2008
|
|
10.20*
|
Amendment dated November 23, 2010 to Amended and Restated Change of Control / Severance Agreement, dated January 22, 2008, between the Company and David Aldrich
|
10-Q
|
001-05560
|
10.KK
|
2/8/2011
|
|
10.21*
|
Change of Control / Severance Agreement, dated January 22, 2008, between the Company and Liam Griffin
|
10-Q
|
001-05560
|
10.X
|
5/7/2008
|
|
10.22*
|
Change of Control / Severance Agreement, dated January 22, 2008, between the Company and Mark Tremallo
|
10-Q
|
001-05560
|
10.DD
|
5/7/2008
|
|
10.23*
|
Change of Control / Severance Agreement, dated January 22, 2008, between the Company and Donald Palette
|
10-Q
|
001-05560
|
10.II
|
5/7/2008
|
|
10.24*
|
Change of Control / Severance Agreement, dated January 22, 2008, between the Company and Bruce Freyman
|
10-Q
|
001-05560
|
10.KK
|
5/7/2008
|
|
21
|
Subsidiaries of the Company
|
|
|
|
|
X
|
23.1
|
Consent of KPMG LLP
|
|
|
|
|
X
|
31.1
|
Certification of the Company’s Chief Executive Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
31.2
|
Certification of the Company’s Chief Financial Officer pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
32.1
|
Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
32.2
|
Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
||
|
|
|
Definitions
|
||
|
|
|
15
|
||
|
|
|
Purchase and Sale
|
15
|
|
Purchase Price
|
15
|
|
Closing Payment.
|
15
|
|
Closing
|
15
|
|
FilterCo Share Certificates; Other Closing Delivery of Deliverables.
|
15
|
|
Purchase Price Adjustment.
|
17
|
|
Withholding Taxes.
|
20
|
|
|
|
|
20
|
||
|
|
|
Organization
|
21
|
|
Authorization; Enforceability.
|
21
|
|
Ownership of the Stock
|
21
|
|
No Violation
|
21
|
|
Litigation; Compliance with Law
|
22
|
|
Consents and Approvals
|
22
|
|
No Claims
|
22
|
|
Brokers’, Finders’ Fees, etc.
|
22
|
|
|
|
|
22
|
||
|
|
|
Organization
|
22
|
|
Authority; Enforceability.
|
23
|
|
No Violation
|
23
|
|
Consents and Approvals.
|
24
|
|
Capitalization.
|
24
|
|
Subsidiaries
|
25
|
|
Financial Statements.
|
25
|
|
Absence of Certain Changes
|
25
|
|
Title; Sufficiency; Condition of Assets.
|
26
|
|
Undisclosed Liabilities
|
27
|
|
Real Property.
|
27
|
|
Intellectual Property.
|
29
|
|
Material Contracts
|
36
|
Litigation; Compliance with Law; Permits.
|
38
|
|
Taxes.
|
39
|
|
Employee Benefit Plans.
|
41
|
|
Employment Matters.
|
42
|
|
Environmental Matters.
|
43
|
|
Affiliate Transactions
|
44
|
|
Customers and Suppliers.
|
44
|
|
Insurance
|
45
|
|
Product Warranties and Returns; Product Liability
|
45
|
|
Compliance with Anti-Corruption Laws, Export Control and Import Laws.
|
46
|
|
Books and Records
|
47
|
|
Data Protection.
|
47
|
|
|
|
48
|
48
|
||
|
|
|
Organization
|
48
|
|
Authorization; Enforceability.
|
48
|
|
No Violation
|
48
|
|
Consents and Approvals.
|
49
|
|
Accredited Investor
|
49
|
|
Brokers’, Finders’ Fees, etc..
|
49
|
|
|
|
|
49
|
||
|
|
|
Conduct of Filter Business.
|
49
|
|
Restrictions on Conduct of Filter Business.
|
50
|
|
Reasonable Access
|
53
|
|
Notification
|
53
|
|
Other Information
|
53
|
|
Mutual Best Efforts; Further Assurances
|
54
|
|
Antitrust.
|
54
|
|
Exclusivity; No Solicitation of Acquisition Proposals; Notice of Inquiry.
|
56
|
|
Press Releases and Announcements; Contacts with Customers and Suppliers
|
56
|
|
Confidentiality.
|
56
|
|
Expenses
|
57
|
|
Consents
|
57
|
|
Certain Employee Matters.
|
58
|
|
Non-Competition; Non-Solicitation
|
59
|
Other Agreements
|
60
|
|
Branding.
|
60
|
|
Later-Identified Asset.
|
60
|
|
[Reserved]
|
60
|
|
Supply Contracts; Customer Support; Business Process; Equipment.
|
60
|
|
|
|
60
|
60
|
||
|
|
|
Conditions Precedent to the Buyer’s Obligations
|
60
|
|
Failure in Obtaining Consent Regarding Business Process Agreement
|
62
|
|
|
|
|
62
|
||
|
|
|
No Adverse Governmental Action, Proceeding or Injunction
|
63
|
|
Required Approvals
|
63
|
|
Representations and Warranties
|
63
|
|
No Material Adverse Effect
|
63
|
|
Transaction Documents
|
63
|
|
|
|
|
63
|
||
|
|
|
Survival.
|
63
|
|
Indemnification of the Buyer.
|
64
|
|
Indemnification of the Seller.
|
65
|
|
Indemnification Claim Procedures.
|
66
|
|
Additional Indemnity Provisions
|
67
|
|
Defense of Third-Party Claims.
|
68
|
|
|
|
|
69
|
||
|
|
|
Methods of Termination
|
70
|
|
Procedure Upon Termination
|
70
|
|
|
|
|
71
|
||
|
|
|
Transfer Taxes.
|
71
|
|
Provision of Information Regarding Taxes.
|
71
|
Allocation of Consideration in Contribution
|
71
|
|
|
|
|
72
|
||
Amendment and Modification
|
72
|
|
Extension; Waiver
|
72
|
|
Notices
|
72
|
|
Binding Nature; Assignment
|
73
|
|
Buyer Parent’s Obligation.
|
74
|
|
Disclosure Schedules.
|
74
|
|
Governing Law
|
74
|
|
Severability
|
74
|
|
Dispute Resolution Process.
|
74
|
|
Entire Agreement
|
75
|
|
No Third-Party Beneficiaries
|
75
|
|
Specific Performance
|
75
|
|
Counterparts
|
75
|
|
Further Actions
|
75
|
|
Interpretation.
|
75
|
Schedule 1.1(A)
|
Transferred Assets, Assumed Contracts, Excluded Assets, Assumed Liabilities, and Excluded Liabilities
|
“BUYER PARENT”
SKYWORKS SOLUTIONS, INC.
By: /s/ Mark Tremallo
Name: Mark Tremallo
Title: Vice President and General Counsel
“BUYER”
SKYWORKS LUXEMBOURG S.A.R.L.
By: /s/ Mark Tremallo
Name: Mark Tremallo
Title: Director
“PIDSG”
PANASONIC ASIA PACIFIC PTE., LTD.
By: /s/ Junichiro Kitagawa
Name: Junichiro Kitagawa
Title: Managing Director
|
“SELLER”
PANASONIC CORPORATION, AUTOMOTIVE & INDUSTRIAL SYSTEMS COMPANY
By: /s/ Shigeru Ono
Name: Shigeru Ono
Title: Director of Circuit Components Business Division
“FILTERCO”
SKYWORKS PANASONIC FILTERSOLUTIONS JAPAN CO., LTD.
By: /s/ Masahiro Shiba
Name: Masahiro Shiba
Title: Representative Director
“FILTERSUB”
SKYWORKS PANASONIC FILTER SOLUTIONS SINGAPORE PTE. LTD.
By: /s/ Satoru Shinguryo
Name: Satoru Shinguryo
Title: Director
|
|
|
|
S-1
|
|
•
|
Schedule 1.1(A) Transferred Assets, Assumed Contracts, Excluded Assets, Assumed Liabilities, and Excluded Liabilities
|
•
|
Schedule 1.1(B) Key Employees
|
•
|
Schedule 1.1(C) Knowledge of the Seller
|
•
|
Schedule 1.1(D) Seconded Employees and Current Seconded Employees
|
•
|
Schedule 1.1(E) Transferred Employees
|
•
|
Schedule 2.6(b) Balance Sheet Net Assets Calculation
|
•
|
Schedule 6.13 Certain Employee Matters
|
•
|
Schedule 6.19 Supply Contracts; Customer Support; Business Process; Equipment
|
•
|
Schedule 7.1(b) Required Approvals
|
•
|
Schedule 7.1(c) Required Third-Party Consents
|
•
|
Exhibit A Kaisha Bunkatsu Documents
|
•
|
Exhibit B Singapore Business Transfer Agreement
|
•
|
Exhibit C JV Agreement
|
•
|
Exhibit D License Agreement
|
•
|
Exhibit E Material Terms of Transition Services Agreement
|
•
|
Exhibit F Real Property Lease Agreements
|
•
|
Exhibit G Option Agreement
|
•
|
Exhibit H Secondment Agreements
|
•
|
Exhibit I [Reserved]
|
•
|
Exhibit J FilterCo and FilterSub Articles of Incorporation
|
|
S-1
|
|
Name
|
Jurisdiction Of Incorporation
|
Skyworks Global Pte. Ltd.
|
Singapore
|
Skyworks International Investments, LLC
|
Delaware
|
Skyworks Ireland Limited
|
Ireland
|
Skyworks Luxembourg S.A.R.L
|
Luxembourg
|
Skyworks Semiconductor
|
France
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen)
|
Shenzhen
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen) - Beijing Branch
|
Beijing
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen) - Shanghai Branch
|
Shanghai
|
Skyworks Solutions Company, Limited
|
Japan
|
Skyworks Solutions de Mexico, S de R.L. de C.V.
|
Mexico
|
Skyworks Solutions (Hong Kong) Limited
|
Hong Kong
|
Skyworks Solutions Korea Limited
|
Korea
|
Skyworks Solutions Limited
|
United Kingdom
|
Skyworks Solutions Mauritius, Limited
|
Mauritius
|
Skyworks Solutions Oy
|
Finland
|
Skyworks Solutions Worldwide, Inc.
|
Delaware
|
Skyworks Solutions Worldwide, Inc., Taiwan Branch
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Taiwan
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Skyworks Solutions Worldwide, Inc., Malaysia Branch
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Malaysia
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Advanced Analogic Technologies Incorporated
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Delaware
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Advanced Analogic Technologies Holdings, Inc.
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British Virgin Islands
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Advanced Analogic Technologies (China), Inc.
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Peoples Republic of China
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Axiom Microdevices, Inc.
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Delaware
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ICWave, LLC
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Massachusetts
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Isolink, Inc.
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California
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SiGe Semiconductor, Inc.
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Delaware
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SiGe Semiconductor Inc.
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Canada
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SiGe Semiconductor (U.S.), Corp.
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Delaware
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SiGe Semiconductor (Europe) Limited
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United Kingdom
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SiGe Semiconductor (Hong Kong) Limited
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Hong Kong
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Trans-Tech, Inc.
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Maryland
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Skyworks Panasonic Filter Solutions Japan Co., Ltd. (66% owned joint venture)
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Japan
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Skyworks Panasonic Filter Solutions Singapore Pte Ltd. (wholly-owned by Skyworks Panasonic FIlter Solutions Japan Co., Ltd.)
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Singapore
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1.
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I have reviewed this annual report on Form 10-K of Skyworks Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 25, 2014
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/s/ David J. Aldrich
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David J. Aldrich
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Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Skyworks Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 25, 2014
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/s/ Donald W. Palette
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Donald W. Palette
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David J. Aldrich
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David J. Aldrich
Chairman and Chief Executive Officer
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November 25, 2014
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Donald W. Palette
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Donald W. Palette
Executive Vice President and Chief Financial Officer
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November 25, 2014
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