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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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o
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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
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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 2017 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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DC (Direct Current): unidirectional flow of an electrical charge
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CMOS (Complementary Metal Oxide Semiconductor): a technology of constructing integrated circuits
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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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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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IoT (Internet of Things): 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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RF (Radio Frequency): electromagnetic wave frequencies that lie in the range extending from around 3 kHz to 300 GHz
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SAW (Surface Acoustic Wave): electrical input signal is converted to an acoustic wave for filtering and converted back into an electrical signal by interdigitated transducers on a piezoelectric substrate.
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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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TC-SAW (Temperature Compensated Surface Acoustic Wave): SAW filters that have been designed to reduce shift in frequency over temperature.
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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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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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Diversity Receive Modules: devices used to improve receiver sensitivity in high data rate LTE applications
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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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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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Low Noise Amplifiers: devices used to reduce system noise figure in the receive chain
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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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Voltage Regulators: generate a fixed level which ideally remains constant over varying input voltage or load conditions
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Voltage Controlled Oscillators/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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increasing industry consolidation among our 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, 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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instability in global credit and financial markets,
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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 ramps,
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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 workers’ 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 (including changes proposed in certain countries in Europe and elsewhere regarding corporate taxes, transfer pricing, and tax treaty provisions),
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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 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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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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Woburn, Massachusetts
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Owned
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158,000
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Manufacturing and office space
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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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Osaka, Japan
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Leased
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405,400
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Filter manufacturing
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Mexicali, Mexico
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Leased
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178,000
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Manufacturing and office space
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Singapore, Singapore
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Leased
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176,800
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Filter manufacturing
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Irvine, California
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Leased
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126,900
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Design center and office space
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Newbury Park, California
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Leased
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114,100
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Design center
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Kadoma, Japan
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Leased
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103,300
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Filter manufacturing and office space
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San Jose, California
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Leased
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49,800
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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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Ottawa, Ontario
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Leased
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33,200
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Design center
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Andover, Massachusetts
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Leased
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22,900
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Design center
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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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Fiscal Years Ended
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September 30,
2016 |
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October 2,
2015 |
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High
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Low
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Dividends
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High
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Low
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Dividends
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||||||||||||
First quarter
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$
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87.92
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$
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74.63
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$
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0.26
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$
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74.49
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$
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45.32
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$
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0.13
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Second quarter
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$
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78.18
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$
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55.85
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$
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0.26
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$
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102.05
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$
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69.83
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$
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0.13
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Third quarter
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$
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78.21
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$
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58.01
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$
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0.26
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$
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110.92
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$
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92.25
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$
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0.13
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Fourth quarter
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$
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77.02
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$
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58.82
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$
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0.28
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$
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103.97
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$
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79.07
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$
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0.26
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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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7/02/16-7/29/16
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751,023(2) (3)
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$65.09
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750,000
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$351.2 million
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7/30/16-8/26/16
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1,601,858(2) (4)
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$66.15
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1,600,732
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$245.3 million
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8/27/16-9/30/16
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652,146(2) (5)
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$67.62
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650,000
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$201.4 million
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Total
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3,005,027
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3,000,732
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Fiscal Years Ended
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Statement of Operations Data:
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September 30, 2016 (1)
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October 2,
2015 |
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October 3,
2014 |
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September 27,
2013 |
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September 28,
2012 |
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Net revenue
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$
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3,289.0
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$
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3,258.4
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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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Operating income
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$
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1,118.7
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$
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1,023.1
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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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Operating margin
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34.0
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%
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31.4
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%
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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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|||||
Net income
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$
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995.2
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$
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798.3
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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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Earnings per share:
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||||||||||
Basic
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$
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5.27
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$
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4.21
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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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Diluted
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$
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5.18
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$
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4.10
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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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Cash dividends declared per share
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$
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1.06
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|
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$
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0.65
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|
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$
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0.22
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|
|
$
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—
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|
|
$
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—
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|
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||||||||||
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As of
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||||||||||||||||||
Balance Sheet Data:
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September 30, 2016 (1)
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October 2,
2015 |
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October 3,
2014 |
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September 27,
2013 |
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September 28,
2012 |
||||||||||
Working capital
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$
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1,791.9
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|
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$
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1,450.8
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$
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1,131.6
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$
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893.6
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$
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700.6
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Property, plant and equipment, net
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$
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806.3
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$
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826.4
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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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$
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279.4
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Total assets
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$
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3,855.4
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$
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3,719.4
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|
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$
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2,973.8
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|
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$
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2,333.1
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|
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$
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2,136.6
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Stockholders’ equity
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$
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3,541.4
|
|
|
$
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3,159.2
|
|
|
$
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2,532.4
|
|
|
$
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2,101.1
|
|
|
$
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1,905.5
|
|
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
|||
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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49.4
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|
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52.3
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|
|
55.4
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|
Gross profit
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50.6
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|
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47.7
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|
|
44.6
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Operating expenses:
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|
|
|
|
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|||
Research and development
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9.5
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|
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9.3
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|
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11.0
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Selling, general and administrative
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6.0
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|
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5.9
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|
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7.8
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Amortization of intangibles
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1.0
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1.0
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1.1
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Restructuring and other charges
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0.1
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|
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0.1
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—
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|
Total operating expenses
|
16.6
|
|
|
16.3
|
|
|
19.9
|
|
Operating income
|
34.0
|
|
|
31.4
|
|
|
24.7
|
|
Other (expense) income, net
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
Merger termination fee
|
2.7
|
|
|
—
|
|
|
—
|
|
Income before income taxes
|
36.5
|
|
|
31.4
|
|
|
24.7
|
|
Provision for income taxes
|
6.2
|
|
|
6.9
|
|
|
4.7
|
|
Net income
|
30.3
|
%
|
|
24.5
|
%
|
|
20.0
|
%
|
•
|
Net revenue increased to approximately $3.3 billion, an increase of 1% 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 applications for the Internet of Things, 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 automotive, industrial, medical and military, partially offset by decreased end-market demand for certain smartphone models.
|
•
|
Our ending cash and cash equivalents balance increased 4% to approximately $1,084 million in fiscal 2016 from $1,044 million in fiscal 2015. This was the result of an approximately 10% increase in cash from operations to $1,096 million in fiscal 2016 from $993 million in fiscal 2015 due to higher net income, partially offset by changes in working capital. In addition, we returned approximately $726 million to shareholders through repurchasing eight million shares of our common stock for $526 million together with payments of $201 million in cash dividends. Lastly, we invested approximately $189 million in capital expenditures and $132 million related to business acquisition activity during the fiscal year.
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Net revenue
|
$
|
3,289.0
|
|
0.9%
|
$
|
3,258.4
|
|
42.2%
|
$
|
2,291.5
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Gross profit
|
$
|
1,665.2
|
|
7.1%
|
$
|
1,554.5
|
|
52.0%
|
$
|
1,022.7
|
|
% of net revenue
|
50.6
|
%
|
|
47.7
|
%
|
|
44.6
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Research and development
|
$
|
312.4
|
|
3.0%
|
$
|
303.2
|
|
20.2%
|
$
|
252.2
|
|
% of net revenue
|
9.5
|
%
|
|
9.3
|
%
|
|
11.0
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
195.9
|
|
2.4%
|
$
|
191.3
|
|
6.8%
|
$
|
179.1
|
|
% of net revenue
|
6.0
|
%
|
|
5.9
|
%
|
|
7.8
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Amortization of intangibles
|
$
|
33.4
|
|
(0.3)%
|
$
|
33.5
|
|
29.3%
|
$
|
25.9
|
|
% of net revenue
|
1.0
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Restructuring and other charges
|
$
|
4.8
|
|
41.2%
|
$
|
3.4
|
|
1,033.3%
|
$
|
0.3
|
|
% of net revenue
|
0.1
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Merger termination fee
|
$
|
88.5
|
|
100.0%
|
$
|
—
|
|
—%
|
$
|
—
|
|
% of net revenue
|
2.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
Change
|
October 2,
2015 |
Change
|
October 3,
2014 |
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
205.4
|
|
(8.8)%
|
$
|
225.3
|
|
109.6%
|
$
|
107.5
|
|
% of net revenue
|
6.2
|
%
|
|
6.9
|
%
|
|
4.7
|
%
|
|
Fiscal Years Ended
|
||||||||||
(in millions)
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Cash and cash equivalents at beginning of period
|
$
|
1,043.6
|
|
|
$
|
805.8
|
|
|
$
|
511.1
|
|
Net cash provided by operating activities
|
1,095.7
|
|
|
992.8
|
|
|
772.4
|
|
|||
Net cash used in investing activities
|
(250.9
|
)
|
|
(454.7
|
)
|
|
(357.1
|
)
|
|||
Net cash used in financing activities
|
(804.6
|
)
|
|
(300.3
|
)
|
|
(120.6
|
)
|
|||
Cash and cash equivalents at end of period
|
$
|
1,083.8
|
|
|
$
|
1,043.6
|
|
|
$
|
805.8
|
|
•
|
$525.6 million
related to our repurchase of approximately 8.0 million shares of our common stock pursuant to the share repurchase programs approved by our Board of Directors on July 19, 2016, and November 10, 2015;
|
•
|
$201.0 million
related to the payment of cash dividends on our common stock;
|
•
|
$76.5 million related to the exercise of the option to acquire the remaining 34% interest in the filter joint venture from Panasonic; and
|
•
|
$73.3 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)
|
|
$
|
82.9
|
|
|
$
|
3.7
|
|
|
$
|
4.0
|
|
|
$
|
1.0
|
|
|
$
|
74.2
|
|
Operating lease obligations
|
|
98.2
|
|
|
23.9
|
|
|
39.0
|
|
|
18.0
|
|
|
17.3
|
|
|||||
Contingent consideration for business combinations (2)
|
|
7.9
|
|
|
6.5
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|||||
Other commitments (3)
|
|
6.8
|
|
|
6.2
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
195.8
|
|
|
$
|
40.3
|
|
|
$
|
45.0
|
|
|
$
|
19.0
|
|
|
$
|
91.5
|
|
(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)
|
(3)
|
Other commitments consist of contractual license and royalty payments and other purchase obligations. See
Note 11
of Item 8 of this Annual Report on Form 10-K.
|
|
September 30,
2016 |
||
Cash and cash equivalents (time deposits, certificates of deposit and money market funds)
|
$
|
1,083.8
|
|
Available for sale securities (auction rate security) at carrying value
|
2.3
|
|
|
Total
|
$
|
1,086.1
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Net revenue
|
$
|
3,289.0
|
|
|
$
|
3,258.4
|
|
|
$
|
2,291.5
|
|
Cost of goods sold
|
1,623.8
|
|
|
1,703.9
|
|
|
1,268.8
|
|
|||
Gross profit
|
1,665.2
|
|
|
1,554.5
|
|
|
1,022.7
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
312.4
|
|
|
303.2
|
|
|
252.2
|
|
|||
Selling, general and administrative
|
195.9
|
|
|
191.3
|
|
|
179.1
|
|
|||
Amortization of intangibles
|
33.4
|
|
|
33.5
|
|
|
25.9
|
|
|||
Restructuring and other charges
|
4.8
|
|
|
3.4
|
|
|
0.3
|
|
|||
Total operating expenses
|
546.5
|
|
|
531.4
|
|
|
457.5
|
|
|||
Operating income
|
1,118.7
|
|
|
1,023.1
|
|
|
565.2
|
|
|||
Other (expense) income, net
|
(6.6
|
)
|
|
0.5
|
|
|
—
|
|
|||
Merger termination fee
|
88.5
|
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
1,200.6
|
|
|
1,023.6
|
|
|
565.2
|
|
|||
Provision for income taxes
|
205.4
|
|
|
225.3
|
|
|
107.5
|
|
|||
Net income
|
$
|
995.2
|
|
|
$
|
798.3
|
|
|
$
|
457.7
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.27
|
|
|
$
|
4.21
|
|
|
$
|
2.44
|
|
Diluted
|
$
|
5.18
|
|
|
$
|
4.10
|
|
|
$
|
2.38
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
188.7
|
|
|
189.5
|
|
|
187.2
|
|
|||
Diluted
|
192.1
|
|
|
194.9
|
|
|
192.6
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared and paid per share
|
$
|
1.06
|
|
|
$
|
0.65
|
|
|
$
|
0.22
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Net income
|
$
|
995.2
|
|
|
$
|
798.3
|
|
|
$
|
457.7
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
||||||
Pension adjustments
|
(1.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Foreign currency translation adjustment
|
(0.9
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
|||
Comprehensive income
|
$
|
992.5
|
|
|
$
|
795.0
|
|
|
$
|
453.7
|
|
|
As of
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,083.8
|
|
|
$
|
1,043.6
|
|
Receivables, net of allowance for doubtful accounts of $0.5 and $0.4, respectively
|
416.6
|
|
|
538.0
|
|
||
Inventory
|
424.0
|
|
|
267.9
|
|
||
Other current assets
|
77.7
|
|
|
65.2
|
|
||
Total current assets
|
2,002.1
|
|
|
1,914.7
|
|
||
Property, plant and equipment, net
|
806.3
|
|
|
826.4
|
|
||
Goodwill
|
873.3
|
|
|
856.7
|
|
||
Intangible assets, net
|
67.0
|
|
|
45.0
|
|
||
Deferred tax assets, net
|
54.1
|
|
|
56.3
|
|
||
Other assets
|
52.6
|
|
|
20.3
|
|
||
Total assets
|
$
|
3,855.4
|
|
|
$
|
3,719.4
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
110.4
|
|
|
$
|
291.1
|
|
Accrued compensation and benefits
|
42.3
|
|
|
81.5
|
|
||
Other current liabilities
|
57.5
|
|
|
91.3
|
|
||
Total current liabilities
|
210.2
|
|
|
463.9
|
|
||
Long-term tax liabilities
|
71.8
|
|
|
71.0
|
|
||
Other long-term liabilities
|
32.0
|
|
|
25.3
|
|
||
Total liabilities
|
314.0
|
|
|
560.2
|
|
||
|
|
|
|
|
|||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, no par value: 25.0 shares authorized, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.25 par value: 525.0 shares authorized; 222.5 shares issued and 184.9 shares outstanding as of September 30, 2016, and 219.0 shares issued and 190.3 shares outstanding as of October 2, 2015
|
46.2
|
|
|
47.6
|
|
||
Additional paid-in capital
|
2,686.0
|
|
|
2,495.2
|
|
||
Treasury stock, at cost
|
(1,443.5
|
)
|
|
(844.6
|
)
|
||
Retained earnings
|
2,263.6
|
|
|
1,469.2
|
|
||
Accumulated other comprehensive loss
|
(10.9
|
)
|
|
(8.2
|
)
|
||
Total stockholders’ equity
|
3,541.4
|
|
|
3,159.2
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,855.4
|
|
|
$
|
3,719.4
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
995.2
|
|
|
$
|
798.3
|
|
|
$
|
457.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Share-based compensation
|
78.0
|
|
|
99.8
|
|
|
86.0
|
|
|||
Depreciation
|
214.4
|
|
|
162.3
|
|
|
96.8
|
|
|||
Amortization of intangible assets
|
33.4
|
|
|
33.5
|
|
|
25.9
|
|
|||
Contribution of common shares to savings and retirement plans
|
18.0
|
|
|
20.9
|
|
|
17.1
|
|
|||
Deferred income taxes
|
—
|
|
|
(3.9
|
)
|
|
3.3
|
|
|||
Excess tax benefit from share-based compensation
|
(43.7
|
)
|
|
(57.3
|
)
|
|
(40.8
|
)
|
|||
Other
|
0.3
|
|
|
0.5
|
|
|
1.0
|
|
|||
Changes in assets and liabilities net of acquired balances:
|
|
|
|
|
|
||||||
Receivables, net
|
121.4
|
|
|
(222.2
|
)
|
|
(12.4
|
)
|
|||
Inventory
|
(147.3
|
)
|
|
3.6
|
|
|
(6.1
|
)
|
|||
Other current and long-term assets
|
(20.4
|
)
|
|
(39.2
|
)
|
|
7.3
|
|
|||
Accounts payable
|
(181.5
|
)
|
|
90.5
|
|
|
74.2
|
|
|||
Other current and long-term liabilities
|
27.9
|
|
|
106.0
|
|
|
62.4
|
|
|||
Net cash provided by operating activities
|
1,095.7
|
|
|
992.8
|
|
|
772.4
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(189.3
|
)
|
|
(430.1
|
)
|
|
(208.6
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(55.6
|
)
|
|
(24.6
|
)
|
|
(148.5
|
)
|
|||
Purchased intangibles
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(250.9
|
)
|
|
(454.7
|
)
|
|
(357.1
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Payments for obligations recorded for business combinations
|
(76.5
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from share-based compensation
|
43.7
|
|
|
57.3
|
|
|
40.8
|
|
|||
Repurchase of common stock - payroll tax withholdings on equity awards
|
(73.3
|
)
|
|
(54.2
|
)
|
|
(22.1
|
)
|
|||
Repurchase of common stock - share repurchase program
|
(525.6
|
)
|
|
(237.3
|
)
|
|
(165.7
|
)
|
|||
Dividends paid
|
(201.0
|
)
|
|
(123.1
|
)
|
|
(41.4
|
)
|
|||
Net proceeds from exercise of stock options
|
28.1
|
|
|
57.0
|
|
|
67.8
|
|
|||
Net cash used in financing activities
|
(804.6
|
)
|
|
(300.3
|
)
|
|
(120.6
|
)
|
|||
Net increase in cash and cash equivalents
|
40.2
|
|
|
237.8
|
|
|
294.7
|
|
|||
Cash and cash equivalents at beginning of period
|
1,043.6
|
|
|
805.8
|
|
|
511.1
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,083.8
|
|
|
$
|
1,043.6
|
|
|
$
|
805.8
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|||||
Income taxes paid
|
$
|
165.9
|
|
|
$
|
126.1
|
|
|
$
|
63.2
|
|
|
Shares of common stock
|
|
Par value of common stock
|
|
Shares of treasury stock
|
|
Value of treasury stock
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Total stockholders
’
equity
|
||||||||||||||
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 loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
798.3
|
|
|
—
|
|
|
798.3
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
4.0
|
|
|
1.0
|
|
|
0.8
|
|
|
(54.2
|
)
|
|
156.7
|
|
|
—
|
|
|
—
|
|
|
103.5
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89.6
|
|
|
—
|
|
|
—
|
|
|
89.6
|
|
||||||
Share repurchase program
|
(2.9
|
)
|
|
(0.7
|
)
|
|
2.9
|
|
|
(237.3
|
)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
(237.3
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124.0
|
)
|
|
—
|
|
|
(124.0
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
||||||
Balance at October 2, 2015
|
190.3
|
|
|
$
|
47.6
|
|
|
28.7
|
|
|
$
|
(844.6
|
)
|
|
$
|
2,495.2
|
|
|
$
|
1,469.2
|
|
|
$
|
(8.2
|
)
|
|
$
|
3,159.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
995.2
|
|
|
—
|
|
|
995.2
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
2.6
|
|
|
0.6
|
|
|
0.9
|
|
|
(73.3
|
)
|
|
109.1
|
|
|
—
|
|
|
—
|
|
|
36.4
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79.7
|
|
|
—
|
|
|
—
|
|
|
79.7
|
|
||||||
Share repurchase program
|
(8.0
|
)
|
|
(2.0
|
)
|
|
8.0
|
|
|
(525.6
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
(525.6
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.8
|
)
|
|
—
|
|
|
(200.8
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
||||||
Balance at September 30, 2016
|
184.9
|
|
|
$
|
46.2
|
|
|
37.6
|
|
|
$
|
(1,443.5
|
)
|
|
$
|
2,686.0
|
|
|
$
|
2,263.6
|
|
|
$
|
(10.9
|
)
|
|
$
|
3,541.4
|
|
•
|
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 September 30, 2016
|
|
As of October 2, 2015
|
||||||||||||||||||||||||||||
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
408.7
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464.6
|
|
|
$
|
464.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate security
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||||
Foreign currency derivative assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||||
Total
|
$
|
411.0
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
470.2
|
|
|
$
|
464.6
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchase obligation recorded for business combinations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75.4
|
|
Foreign currency derivative liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||||||
Contingent consideration liability recorded for business combinations
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||
Total
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
$
|
78.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78.7
|
|
|
Auction rate security
|
|
Foreign currency derivative
|
||||
Balance as of October 2, 2015
|
$
|
2.3
|
|
|
$
|
3.3
|
|
Changes in fair value included in earnings
|
—
|
|
|
(3.3
|
)
|
||
Balance as of September 30, 2016
|
$
|
2.3
|
|
|
$
|
—
|
|
|
Purchase obligation
|
|
Foreign currency derivative
|
|
Contingent consideration
|
||||||
Balance as of October 2, 2015
|
$
|
75.4
|
|
|
$
|
2.8
|
|
|
$
|
0.5
|
|
Increases to Level 3 liabilities
|
—
|
|
|
—
|
|
|
7.4
|
|
|||
Changes in fair value included in earnings
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|||
Decreases of Level 3 liabilities
|
(75.4
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of September 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
As of
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
Raw materials
|
$
|
18.5
|
|
|
$
|
30.0
|
|
Work-in-process
|
255.5
|
|
|
192.4
|
|
||
Finished goods
|
140.4
|
|
|
38.0
|
|
||
Finished goods held on consignment by customers
|
9.6
|
|
|
7.5
|
|
||
Total inventory
|
$
|
424.0
|
|
|
$
|
267.9
|
|
|
As of
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
Land and improvements
|
$
|
11.6
|
|
|
$
|
11.6
|
|
Buildings and improvements
|
133.5
|
|
|
101.7
|
|
||
Furniture and fixtures
|
29.5
|
|
|
26.9
|
|
||
Machinery and equipment
|
1,533.3
|
|
|
1,285.4
|
|
||
Construction in progress
|
59.9
|
|
|
159.8
|
|
||
Total property, plant and equipment, gross
|
1,767.8
|
|
|
1,585.4
|
|
||
Accumulated depreciation
|
(961.5
|
)
|
|
(759.0
|
)
|
||
Total property, plant and equipment, net
|
$
|
806.3
|
|
|
$
|
826.4
|
|
|
As of
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
Goodwill at beginning of the period
|
$
|
856.7
|
|
|
$
|
851.0
|
|
Goodwill recognized through business combinations (
Note 3
)
|
16.6
|
|
|
3.3
|
|
||
Goodwill adjustments
|
—
|
|
|
2.4
|
|
||
Impairments
|
—
|
|
|
—
|
|
||
Goodwill at the end of the period
|
$
|
873.3
|
|
|
$
|
856.7
|
|
|
|
As of
|
|
As of
|
||||||||||||||||||||
|
Weighted
average
amortization
period remaining (years)
|
September 30, 2016
|
|
October 2, 2015
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
carrying
amount
|
|||||||||||||
Customer relationships
|
4.2
|
$
|
78.5
|
|
|
$
|
(57.7
|
)
|
|
$
|
20.8
|
|
|
$
|
57.2
|
|
|
$
|
(48.7
|
)
|
|
$
|
8.5
|
|
Developed technology and other
|
5.8
|
133.8
|
|
|
(89.2
|
)
|
|
44.6
|
|
|
99.7
|
|
|
(64.8
|
)
|
|
34.9
|
|
||||||
Trademarks
|
Indefinite
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Total intangible assets
|
|
$
|
213.9
|
|
|
$
|
(146.9
|
)
|
|
$
|
67.0
|
|
|
$
|
158.5
|
|
|
$
|
(113.5
|
)
|
|
$
|
45.0
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Amortization expense
|
$
|
23.6
|
|
|
$
|
11.0
|
|
|
$
|
9.3
|
|
|
$
|
7.4
|
|
|
$
|
5.3
|
|
|
$
|
8.8
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
United States
|
$
|
697.5
|
|
|
$
|
602.1
|
|
|
$
|
346.8
|
|
Foreign
|
503.1
|
|
|
421.5
|
|
|
218.4
|
|
|||
Income before income taxes
|
$
|
1,200.6
|
|
|
$
|
1,023.6
|
|
|
$
|
565.2
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
181.8
|
|
|
$
|
199.5
|
|
|
$
|
88.2
|
|
State
|
0.1
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Foreign
|
25.8
|
|
|
33.9
|
|
|
13.5
|
|
|||
|
207.7
|
|
|
232.9
|
|
|
101.2
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(0.8
|
)
|
|
(2.0
|
)
|
|
12.3
|
|
|||
Foreign
|
(1.5
|
)
|
|
(5.6
|
)
|
|
(6.0
|
)
|
|||
|
(2.3
|
)
|
|
(7.6
|
)
|
|
6.3
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
$
|
205.4
|
|
|
$
|
225.3
|
|
|
$
|
107.5
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Tax expense at United States statutory rate
|
$
|
420.2
|
|
|
$
|
358.3
|
|
|
$
|
197.8
|
|
Foreign tax rate difference
|
(164.1
|
)
|
|
(120.9
|
)
|
|
(77.3
|
)
|
|||
Research and development credits
|
(33.7
|
)
|
|
(15.0
|
)
|
|
(2.8
|
)
|
|||
Change in tax reserve
|
18.9
|
|
|
25.5
|
|
|
11.0
|
|
|||
Change in valuation allowance
|
13.9
|
|
|
4.4
|
|
|
9.8
|
|
|||
Domestic production activities deduction
|
(19.1
|
)
|
|
(19.7
|
)
|
|
(10.9
|
)
|
|||
Audit settlements and adjustments
|
(21.4
|
)
|
|
—
|
|
|
(19.7
|
)
|
|||
Other, net
|
(9.3
|
)
|
|
(7.3
|
)
|
|
(0.4
|
)
|
|||
Provision for income taxes
|
$
|
205.4
|
|
|
$
|
225.3
|
|
|
$
|
107.5
|
|
|
Fiscal Years Ended
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
Deferred tax assets:
|
|
|
|
||||
Current:
|
|
|
|
||||
Inventory
|
$
|
8.1
|
|
|
$
|
4.9
|
|
Bad debts
|
0.2
|
|
|
0.1
|
|
||
Accrued compensation and benefits
|
5.4
|
|
|
5.2
|
|
||
Product returns, allowances and warranty
|
8.6
|
|
|
4.3
|
|
||
Restructuring
|
0.8
|
|
|
0.1
|
|
||
Other, net
|
3.1
|
|
|
0.6
|
|
||
Current deferred tax assets
|
26.2
|
|
|
15.2
|
|
||
Less valuation allowance
|
(12.2
|
)
|
|
(6.4
|
)
|
||
Net current deferred tax assets
|
14.0
|
|
|
8.8
|
|
||
Long-term:
|
|
|
|
||||
Intangible assets
|
11.6
|
|
|
11.6
|
|
||
Share-based and other deferred compensation
|
40.2
|
|
|
44.6
|
|
||
Net operating loss carry forwards
|
7.4
|
|
|
7.4
|
|
||
Non-United States tax credits
|
14.7
|
|
|
11.5
|
|
||
State tax credits
|
64.0
|
|
|
53.4
|
|
||
Other, net
|
2.5
|
|
|
2.4
|
|
||
Long-term deferred tax assets
|
140.4
|
|
|
130.9
|
|
||
Less valuation allowance
|
(66.9
|
)
|
|
(58.8
|
)
|
||
Net long-term deferred tax assets
|
73.5
|
|
|
72.1
|
|
||
|
|
|
|
||||
Deferred tax assets
|
166.6
|
|
|
146.1
|
|
||
Less valuation allowance
|
(79.1
|
)
|
|
(65.2
|
)
|
||
Net deferred tax assets
|
87.5
|
|
|
80.9
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Current:
|
|
|
|
||||
Prepaid insurance
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Current deferred tax liabilities
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Long-term:
|
|
|
|
||||
Property, plant and equipment
|
(16.5
|
)
|
|
(10.1
|
)
|
||
Intangible assets
|
(8.4
|
)
|
|
(8.2
|
)
|
||
Long-term deferred tax liabilities
|
(24.9
|
)
|
|
(18.3
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
(25.7
|
)
|
|
(19.1
|
)
|
||
Total net deferred tax assets
|
$
|
61.8
|
|
|
$
|
61.8
|
|
|
Unrecognized tax benefits
|
||
Balance at October 2, 2015
|
$
|
81.2
|
|
Increases based on positions related to prior years
|
2.0
|
|
|
Increases based on positions related to current year
|
19.7
|
|
|
Decreases relating to settlements with taxing authorities
|
(22.6
|
)
|
|
Decreases relating to lapses of applicable statutes of limitations
|
(0.6
|
)
|
|
Balance at September 30, 2016
|
$
|
79.7
|
|
|
Fiscal Years Ended
|
||||||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||||||||||
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
||||||||
First quarter
|
$
|
0.26
|
|
|
$
|
49.8
|
|
|
$
|
0.13
|
|
|
$
|
24.7
|
|
Second quarter
|
0.26
|
|
|
49.3
|
|
|
0.13
|
|
|
24.9
|
|
||||
Third quarter
|
0.26
|
|
|
49.5
|
|
|
0.13
|
|
|
24.8
|
|
||||
Fourth quarter
|
0.28
|
|
|
52.2
|
|
|
0.26
|
|
|
49.6
|
|
||||
|
$
|
1.06
|
|
|
$
|
200.8
|
|
|
$
|
0.65
|
|
|
$
|
124.0
|
|
•
|
the 1999 Employee Long-Term Incentive Plan
|
•
|
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 AATI 2005 Equity Incentive Plan
|
•
|
the 2008 Director Long-Term Incentive Plan
|
•
|
the 2015 Long-Term Incentive Plan
|
|
Shares (in millions)
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life (in years)
|
|
Aggregate intrinsic value (in millions)
|
|||||
Balance outstanding at October 2, 2015
|
5.4
|
|
|
$
|
30.08
|
|
|
|
|
|
||
Granted
|
0.8
|
|
|
$
|
82.36
|
|
|
|
|
|
||
Exercised
|
(1.3
|
)
|
|
$
|
21.14
|
|
|
|
|
|
||
Canceled/forfeited
|
(0.1
|
)
|
|
$
|
45.49
|
|
|
|
|
|
||
Balance outstanding at September 30, 2016
|
4.8
|
|
|
$
|
41.35
|
|
|
3.9
|
|
$
|
174.0
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2016
|
2.1
|
|
|
$
|
25.00
|
|
|
2.6
|
|
$
|
108.3
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Cost of goods sold
|
$
|
11.3
|
|
|
$
|
14.5
|
|
|
$
|
11.3
|
|
Research and development
|
32.2
|
|
|
45.4
|
|
|
36.2
|
|
|||
Selling, general and administrative
|
34.5
|
|
|
39.9
|
|
|
38.5
|
|
|||
Total share-based compensation expense
|
$
|
78.0
|
|
|
$
|
99.8
|
|
|
$
|
86.0
|
|
|
|
|
|
|
|
||||||
Share-based compensation tax benefit
|
$
|
22.5
|
|
|
$
|
29.3
|
|
|
$
|
25.6
|
|
Capitalized share-based compensation expense
|
$
|
3.7
|
|
|
$
|
2.3
|
|
|
$
|
1.7
|
|
|
Unrecognized compensation cost for unvested awards
(in millions)
|
|
Weighted average remaining recognition period
(in years)
|
||
Options
|
$
|
33.5
|
|
|
2.0
|
Awards
|
$
|
63.2
|
|
|
1.0
|
|
Fiscal Year Ended
|
|||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
|||
Volatility of common stock
|
38.24
|
%
|
|
37.51
|
%
|
|
36.96
|
%
|
Average volatility of peer companies
|
34.76
|
%
|
|
28.42
|
%
|
|
29.59
|
%
|
Average correlation coefficient of peer companies
|
0.49
|
|
|
0.55
|
|
|
0.47
|
|
Risk-free interest rate
|
0.44
|
%
|
|
0.12
|
%
|
|
0.11
|
%
|
Dividend yield
|
1.23
|
|
|
0.85
|
|
|
—
|
%
|
|
Fiscal Years Ended
|
|||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
|||
Expected volatility
|
42.93
|
%
|
|
45.75
|
%
|
|
47.40
|
%
|
Risk-free interest rate
|
0.98
|
%
|
|
1.33
|
%
|
|
1.83
|
%
|
Dividend yield
|
1.23
|
|
|
1.16
|
|
|
0.83
|
|
Expected option life (in years)
|
4.0
|
|
|
4.5
|
|
|
4.6
|
|
|
Fiscal Year Ended
|
||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||
Pension benefit obligations at the end of the fiscal year
|
$
|
19.0
|
|
|
$
|
14.9
|
|
Fair value of plan assets at the end of the fiscal year
|
11.4
|
|
|
9.8
|
|
||
Funded status
|
$
|
(7.6
|
)
|
|
$
|
(5.1
|
)
|
|
|
|
|
||||
Net periodic benefit costs
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|||||||||
Future minimum payments
|
|
$
|
23.9
|
|
|
22.0
|
|
|
17.0
|
|
|
13.2
|
|
|
4.7
|
|
|
17.3
|
|
|
$
|
98.1
|
|
|
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
|
|
|
|
|
|
|
|
||||||||
Employee severance costs, lease and other contractual obligations
|
0.4
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
||||
Total
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at October 3, 2014
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at October 2, 2015
|
||||||||
FY13 restructuring programs
|
|
|
|
|
|
|
|
||||||||
Employee severance costs
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.1
|
|
Other restructuring
|
|
|
|
|
|
|
|
||||||||
Employee severance costs, lease and other contractual obligations
|
0.2
|
|
|
3.4
|
|
|
(3.3
|
)
|
|
0.3
|
|
||||
Total
|
$
|
0.5
|
|
|
$
|
3.4
|
|
|
$
|
(3.5
|
)
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at October 2, 2015
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at September 30, 2016
|
||||||||
FY16 restructuring programs
|
|
|
|
|
|
|
|
||||||||
Employee severance costs
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
(2.4
|
)
|
|
2.4
|
|
|
FY13 restructuring programs
|
|
|
|
|
|
|
|
||||||||
Employee severance costs
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Other restructuring
|
|
|
|
|
|
|
|
||||||||
Employee severance costs, lease and other contractual obligations
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
||||
Total
|
$
|
0.4
|
|
|
$
|
4.8
|
|
|
$
|
(2.8
|
)
|
|
$
|
2.4
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Net income
|
$
|
995.2
|
|
|
$
|
798.3
|
|
|
$
|
457.7
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
188.7
|
|
|
189.5
|
|
|
187.2
|
|
|||
Dilutive effect of equity based awards
|
3.4
|
|
|
5.4
|
|
|
5.4
|
|
|||
Weighted average shares outstanding – diluted
|
192.1
|
|
|
194.9
|
|
|
192.6
|
|
|||
|
|
|
|
|
|
||||||
Net income per share – basic
|
$
|
5.27
|
|
|
$
|
4.21
|
|
|
$
|
2.44
|
|
Net income per share – diluted
|
$
|
5.18
|
|
|
$
|
4.10
|
|
|
$
|
2.38
|
|
|
|
|
|
|
|
||||||
Anti-dilutive common stock equivalents
|
1.5
|
|
|
0.3
|
|
|
0.9
|
|
|
Fiscal Years Ended
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
United States
|
$
|
63.3
|
|
|
$
|
66.8
|
|
|
$
|
47.5
|
|
Other Americas
|
28.8
|
|
|
33.0
|
|
|
25.5
|
|
|||
Total Americas
|
92.1
|
|
|
99.8
|
|
|
73.0
|
|
|||
|
|
|
|
|
|
||||||
China
|
2,324.6
|
|
|
2,249.2
|
|
|
1,574.4
|
|
|||
Taiwan
|
474.2
|
|
|
506.9
|
|
|
322.2
|
|
|||
South Korea
|
94.8
|
|
|
100.0
|
|
|
107.4
|
|
|||
Other Asia-Pacific
|
252.2
|
|
|
249.7
|
|
|
166.9
|
|
|||
Total Asia-Pacific
|
3,145.8
|
|
|
3,105.8
|
|
|
2,170.9
|
|
|||
|
|
|
|
|
|
||||||
Europe, Middle East and Africa
|
51.1
|
|
|
52.8
|
|
|
47.6
|
|
|||
Total
|
$
|
3,289.0
|
|
|
$
|
3,258.4
|
|
|
$
|
2,291.5
|
|
|
As of
|
||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
|
October 3,
2014 |
||||||
Mexico
|
$
|
355.9
|
|
|
$
|
406.1
|
|
|
$
|
290.1
|
|
Singapore
|
180.1
|
|
|
89.9
|
|
|
60.8
|
|
|||
United States
|
140.5
|
|
|
148.8
|
|
|
138.7
|
|
|||
Japan
|
121.6
|
|
|
173.8
|
|
|
58.8
|
|
|||
Rest of world
|
8.2
|
|
|
7.8
|
|
|
7.5
|
|
|||
|
$
|
806.3
|
|
|
$
|
826.4
|
|
|
$
|
555.9
|
|
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
|
Fiscal year
|
||||||||||
Fiscal 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
926.8
|
|
|
$
|
775.1
|
|
|
$
|
751.7
|
|
|
$
|
835.4
|
|
|
$
|
3,289.0
|
|
Gross profit
|
472.1
|
|
|
390.4
|
|
|
378.3
|
|
|
424.4
|
|
|
1,665.2
|
|
|||||
Net income
|
355.3
|
|
|
208.1
|
|
|
185.0
|
|
|
246.8
|
|
|
995.2
|
|
|||||
Per share data (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income, basic
|
$
|
1.87
|
|
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
1.33
|
|
|
$
|
5.27
|
|
Net income, diluted
|
$
|
1.82
|
|
|
$
|
1.08
|
|
|
$
|
0.97
|
|
|
$
|
1.31
|
|
|
$
|
5.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
805.5
|
|
|
$
|
762.1
|
|
|
$
|
810.0
|
|
|
$
|
880.8
|
|
|
$
|
3,258.4
|
|
Gross profit
|
373.0
|
|
|
352.2
|
|
|
393.1
|
|
|
436.2
|
|
|
1,554.5
|
|
|||||
Net income
|
195.2
|
|
|
166.5
|
|
|
207.4
|
|
|
229.2
|
|
|
798.3
|
|
|||||
Per share data (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income, basic
|
$
|
1.03
|
|
|
$
|
0.88
|
|
|
$
|
1.09
|
|
|
$
|
1.21
|
|
|
$
|
4.21
|
|
Net income, diluted
|
$
|
1.01
|
|
|
$
|
0.85
|
|
|
$
|
1.06
|
|
|
$
|
1.18
|
|
|
$
|
4.10
|
|
(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
36
|
|
Consolidated Statements of Operations for the Years Ended September 30, 2016, October 2, 2015, and October 3, 2014
|
Page
37
|
|
Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2016, October 2, 2015, and October 3, 2014
|
Page
38
|
|
Consolidated Balance Sheets for the Years Ended September 30, 2016, and October 2, 2015
|
Page
39
|
|
Consolidated Statements of Cash Flows for the Years Ended September 30, 2016, October 2, 2015, and October 3, 2014
|
Page
40
|
|
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2016, October 2, 2015, and October 3, 2014
|
Page
41
|
|
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/ Liam K. Griffin
|
|
|
Liam K. Griffin
|
|
|
President and Chief Executive Officer
|
|
|
Director
|
|
|
|
Signature and Title
|
|
Signature and Title
|
|
|
|
/s/ Liam K. Griffin
|
|
/s/ David J. Aldrich
|
Liam K. Griffin
|
|
David J. Aldrich
|
Chief Executive Officer
|
|
Executive Chairman and Chairman of the Board
|
President and Director
|
|
|
(principal executive officer)
|
|
/s/ Kevin L. Beebe
|
|
|
Kevin L. Beebe
|
/s/ Kris Sennesael
|
|
Director
|
Kris Sennesael
|
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/Timothy R. Furey
|
(principal accounting and financial officer)
|
|
Timothy R. Furey
|
|
|
Director
|
|
|
|
|
|
/s/ Balakrishnan S. Iyer
|
|
|
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
assets or
expenses
|
|
Deductions
|
|
Misc. (1)
|
|
Ending
balance
|
||||||||||
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
|
|
Valuation allowance on deferred tax assets
|
$
|
51.0
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
60.8
|
|
Year Ended October 2, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Reserve for sales returns
|
$
|
14.1
|
|
|
$
|
16.0
|
|
|
$
|
(17.9
|
)
|
|
$
|
—
|
|
|
$
|
12.2
|
|
Valuation allowance on deferred tax assets
|
$
|
60.8
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
65.2
|
|
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Reserve for sales returns
|
$
|
12.2
|
|
|
$
|
16.1
|
|
|
$
|
(16.0
|
)
|
|
$
|
—
|
|
|
$
|
12.3
|
|
Valuation allowance on deferred tax assets
|
$
|
65.2
|
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79.1
|
|
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.
|
10-K
|
001-05560
|
2.5
|
11/25/2014
|
|
3.1
|
Restated Certificate of Incorporation, As Amended
|
10-Q
|
001-05560
|
3.1
|
8/3/2016
|
|
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
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
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
|
|
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
|
5/2/2016
|
|
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*
|
Form of Restricted Stock Unit Agreement under the Company’s 2008 Director Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.2
|
5/4/2016
|
|
10.16*
|
Skyworks Solutions, Inc. 2015 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.1
|
8/5/2015
|
|
10.17*
|
Form of Nonstatutory Stock Option Agreement under the Company's 2015 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.2
|
8/5/2015
|
|
10.18*
|
Form of Performance Share Agreement under the Company's 2015 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.3
|
8/5/2015
|
|
10.19*
|
Form of Restricted Stock Unit Agreement under the Company's 2015 Long-Term Incentive Plan
|
10-Q
|
001-05560
|
10.4
|
8/5/2015
|
|
10.20*
|
Advanced Analogic Technologies Incorporated 1998 Amended Stock Plan
|
10-K
|
001-05560
|
10.CC
|
11/21/2012
|
|
10.21*
|
Advanced Analogic Technologies Incorporated 2005 Equity Incentive Plan
|
10-K
|
001-05560
|
10.DD
|
11/21/2012
|
|
10.22*
|
Fiscal 2016 Executive Incentive Plan
|
10-Q
|
001-05560
|
10.1
|
2/3/2016
|
|
10.23*
|
Skyworks Solutions, Inc. Cash Compensation Plan for Directors
|
10-Q
|
001-05560
|
10.1
|
5/4/2016
|
|
10.24*
|
Second Amended and Restated Change of Control / Severance Agreement, dated May 11, 2016, between the Company and David Aldrich
|
10-Q
|
001-05560
|
10.1
|
8/3/2016
|
|
10.25*
|
Letter to the Company from David Aldrich, dated December 16, 2014
|
10-Q
|
001-05560
|
10.2
|
2/4/2015
|
|
10.26*
|
Amended and Restated Change in Control / Severance Agreement, dated May 11, 2016, between the Company and Liam Griffin
|
10-Q
|
001-05560
|
10.2
|
8/3/2016
|
|
10.27*
|
Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Donald Palette
|
10-Q
|
001-05560
|
10.4
|
2/4/2015
|
|
10.28*
|
Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Bruce Freyman
|
10-Q
|
001-05560
|
10.5
|
2/4/2015
|
|
10.29*
|
Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Mark Tremallo
|
10-Q
|
001-05560
|
10.6
|
2/4/2015
|
|
10.30*
|
Change in Control / Severance Agreement, dated December 16, 2014, between the Company and Peter Gammel
|
10-K
|
001-05560
|
10.31
|
11/24/2016
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
10.31*
|
Change in Control / Severance Agreement, dated November 9, 2015, between the Company and Laura Gasparini
|
10-Q
|
001-05560
|
10.3
|
8/3/2016
|
|
10.32*
|
Change in Control / Severance Agreement, dated August 29, 2016, between the Company and Kris Sennesael
|
|
|
|
|
X
|
10.33*
|
Transition Letter, dated August 26, 2016 between the Company and Donald Palette
|
|
|
|
|
X
|
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
|
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
|
1.
|
Termination of Employment Related to Change in Control
|
2.
|
Effect of Change in Control on Equity Awards
|
6.
|
Limitation on Benefits
|
9.
|
Term
|
10.
|
Entire Agreement
|
12.
|
Miscellaneous
|
Sincerely,
|
AGREED TO:
|
Skyworks Solutions, Inc.
|
|
/s/ Liam K. Griffin
|
/s/ Kris Sennesael
|
Liam K. Griffin
President and Chief Executive Officer
|
Date:
8/29/2016
|
|
|
1.
|
YOU UNDERSTAND ALL OF ITS TERMS AND KNOW THAT YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
|
2.
|
YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND YOU HAVE EITHER DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, YOU HAVE CHOSEN NOT TO DO SO OF YOUR OWN VOLITION;
|
3.
|
YOU HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF YOUR RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT; AND
|
4.
|
YOU UNDERSTAND THAT YOU HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.
|
1.
|
Transition Period
- During the period from the date of this letter through the date of filing of the Company’s Form 10-K for its fiscal year ending September 30, 2016 (the “
Filing Date
”), you agree to assist the Company’s Chief Executive Officer on an as needed basis to ensure timely and accurate filings of any related financial statements and filings required by the Securities and Exchange Commission or any applicable national securities exchange. In addition, during the period beginning the date a new Chief Financial Officer is appointed and running through the Separation Date (the “
Transition Period
”), you agree to assist with supporting the new Chief Financial Officer and perform any other task reasonably requested by the Company’s Chief Executive Officer (consistent with your skills and training, and position as stated herein). Your compensation and benefits will remain the same during the Transition Period (subject to your continued employment and your continuing qualification under the terms of such benefit plans) and, so long as you remain employed, you will continue to satisfy the service vesting requirements of any equity compensation you have received;
provided, however
, that (i) you will not be eligible to participate in any short-term cash incentive (e.g., EIP or MIP), other cash bonus program or any equity incentive plan related to fiscal year 2017 and (ii) you will be subject to corporate-wide benefit plan changes (if any) that apply to other executive officers.
|
2.
|
Post-Separation Benefits
- As of the Separation Date, except as provided in this letter agreement, all salary payments from the Company will cease and any benefits you had as of the Separation Date under the Company-provided benefit plans, programs or practices will terminate in accordance with their terms (except as required by federal or state law), and you will cease vesting in any then unvested equity compensation from the Company.
|
3.
|
Description of Benefits on Termination without Cause
- If your employment ends before the scheduled Separation Date of May 31, 2017, as a result of a termination without Cause, and you have timely signed and returned this letter agreement and complied with its terms during the Transition Period, and the Initial Release becomes effective and, for compensation due after your
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4.
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Description of Benefits on Death or Disability
- The death and permanent disability provisions relating to equity compensation under Section 4 of your Change in Control Agreement shall remain in effect if your employment ends during the Transition Period for either of those reasons. No other compensation or benefits are due under this letter agreement if your employment ends as a result of death or permanent disability.
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5.
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Non-Disclosure; Continuing Obligations
-
You acknowledge and reaffirm your obligation to keep confidential and not disclose any and all non-public information concerning the Company that you acquired during the course of your employment with the Company, including any non-public information concerning the Company’s business plans, business strategies and/or financials, in accordance with terms of your Employment Agreement with the Company dated as of August 20, 2007 (the “
NDA
”), which confidentiality provisions remain in full force and effect during and after your employment. You further acknowledge and reaffirm your other obligations under the NDA and your obligations in Section 7 of the Change in Control Agreement with respect to non-competition and non-solicitation (the “
Restrictive Covenants
”), which Restrictive Covenants also remain in full force and effect.
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6.
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Mutual
Non-Disparagement
- You understand and agree that you shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, industry group, customer, supplier, competitor, investor, analyst, institutional investor, hedge fund, financial institution or Skyworks employee, regarding the Company or any of the other “Released Parties” (as defined in Annex A) or about the Company’s business affairs and financial condition;
provided
,
however
, that nothing herein prevents you from making truthful disclosures to any governmental entity or to enforce this letter agreement. The Company agrees to instruct its executive officers not to make any false, disparaging or derogatory statements to any person or entity regarding you, your employment with the Company, or your departure from the Company.
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7.
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Amendment
- This letter agreement and the Releases shall be binding upon the parties and may not be supplemented, changed or modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by the Chief Executive Officer of the Company and you. This letter agreement and the Releases shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.
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8.
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Waiver of Rights
- No delay or omission by the Company in exercising any right under this letter agreement or the Releases shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.
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9.
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Validity
- Should any provision of this letter agreement or the Releases be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and such illegal or invalid part, term or provision shall be deemed not to be a part of this letter agreement or the Releases.
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10.
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Cooperation with Respect to Claims and Actions
-To the extent permitted by applicable law, you agree to cooperate fully with the Company in the investigation, defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company by any third party against the Company or by the Company against any third party. You also agree that your full cooperation in connection with such claims or actions will include being available to meet with the Company’s counsel to prepare for discovery, any mediation, arbitration, trial, administrative hearing or other proceeding, and to act as a witness when requested by the Company at reasonable times and locations designated by the Company. Moreover, unless otherwise prohibited by law, you agree to notify the Vice President, General Counsel of the Company at 20 Sylvan Rd., Woburn, Massachusetts 01801, if you are asked by any person, entity or agency to assist, testify or provide information in any such proceeding or investigation. Such notice shall be in writing and sent by overnight mail to the address above within two business days of the time you receive the request for assistance, testimony or information. If you are not legally permitted to provide such notice, you agree that you will request that the person, entity or agency seeking assistance, testimony or information provide notice consistent with this Section 10. No part of this letter agreement will abrogate your obligation to provide truthful testimony under oath. The Company agrees to reimburse you for any actual, documented, reasonable, and pre-approved out of pocket expenses you incur as a result of your cooperation with the Company pursuant to this provision.
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11.
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Tax Provisions
- You acknowledge that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the compensation set forth or described herein. The benefits provided under this letter agreement are intended to be exempt from or compliant with Section 409A of the Internal Revenue Code of 1986 (“
Section 409A
” of the
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12.
|
Acknowledgments
- You acknowledge that you have consulted with an attorney of your own choosing prior to signing this letter agreement. You acknowledge that nothing in this letter agreement changes the at will status of your employment with the Company.
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13.
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Voluntary Assent
- You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this letter agreement and that you fully understand the meaning and intent of this letter agreement. You state and represent that you have had an opportunity to discuss fully and review the terms of this letter agreement with an attorney. You further state and represent that you have carefully read this letter agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign your name of your own free act.
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14.
|
Applicable Law
- This letter agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. You hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in the Commonwealth of Massachusetts (which courts, for purposes of this letter agreement, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this letter agreement, or the subject matter hereof.
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15.
|
Interpretation
. The Company and you agree that this letter agreement and the Releases will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party. References in this letter agreement and the Releases to “include” or “including” should be read as though they said “without limitation” or equivalent forms.
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16.
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Entire Agreement; Effect on Change in Control Agreement
- This letter agreement and its schedule and the Releases contain and constitute the entire understanding and agreement between the parties hereto with respect to the payments and benefits due you in connection with your departure from the Company and the matters covered by the respective agreements and cancel all previous oral and written negotiations, agreements and commitments in connection therewith. This letter agreement does not affect your equity awards, except as specifically described herein, and they remain subject to the applicable equity plan and award agreements except as modified herein. This letter agreement supersedes both your offer letter from the Company dated July 12, 2007 and the Change in Control Agreement, except for the provisions explicitly referenced and incorporated herein.
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Very truly yours,
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Skyworks Solutions, Inc.
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By:
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/s/ Laura Gasparini
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Name: Laura Gasparini
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Title: V.P., Human Resources
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/s/Donald Palette
|
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August 26, 2016
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Donald Palette
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Date
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Donald Palette
|
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Date
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Donald Palette
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Date
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Name
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Jurisdiction Of Incorporation
|
Skyworks Filter Solutions Japan Co., Ltd.
|
Japan
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Skyworks Filter Solutions Singapore Pte Ltd.
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Singapore
|
Skyworks Global Pte. Ltd.
|
Singapore
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Skyworks International Investments, LLC
|
Delaware
|
Skyworks Ireland Limited
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Ireland
|
Skyworks Luxembourg S.a r.l
|
Luxembourg
|
Skyworks Semiconductor
|
France
|
Skyworks Solutions Canada Inc.
|
Canada
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen)
|
Peoples Republic of China
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen) - Beijing Branch
|
Beijing
|
Skyworks Solutions Commercial Co., Ltd. (Shenzhen) - Shanghai Branch
|
Shanghai
|
Skyworks Solutions Company, Limited
|
Japan
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Skyworks Solutions de Mexico, S de R.L. de C.V.
|
Mexico
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Skyworks Solutions (Hong Kong) Limited
|
Hong Kong
|
Skyworks Solutions Ireland Limited
|
Ireland
|
Skyworks Solutions Korea Limited
|
Korea
|
Skyworks Solutions Limited
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United Kingdom
|
Skyworks Solutions Oy
|
Finland
|
Skyworks Solutions Worldwide, Inc.
|
Delaware
|
Skyworks Solutions Worldwide, Inc., Taiwan Branch
|
Taiwan
|
Skyworks Solutions Worldwide, Inc., Malaysia Branch
|
Malaysia
|
Advanced Analogic Technologies Incorporated
|
Delaware
|
Advanced Analogic Technologies (China), Inc.
|
Peoples Republic of China
|
Axiom Microdevices, Inc.
|
Delaware
|
ICWave, LLC
|
Massachusetts
|
Isolink, Inc.
|
California
|
Quantance, Inc.
|
Delaware
|
SiGe Semiconductor, Inc.
|
Delaware
|
SiGe Semiconductor (U.S.), Corp.
|
Delaware
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SiGe Semiconductor (Europe) Limited
|
United Kingdom
|
Trans-Tech, Inc.
|
Maryland
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1.
|
I have reviewed this annual report on Form 10-K of Skyworks Solutions, Inc.;
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2.
|
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.
|
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.
|
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;
|
b)
|
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;
|
c)
|
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)
|
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.
|
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):
|
a)
|
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
|
b)
|
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:
|
November 22, 2016
|
|
|
|
/s/ Liam K. Griffin
|
|
Liam K. Griffin
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Skyworks Solutions, Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
Date:
|
November 22, 2016
|
|
|
|
/s/ Kris Sennesael
|
|
Kris Sennesael
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Liam K. Griffin
|
Liam K. Griffin
President and Chief Executive Officer
|
November 22, 2016
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Kris Sennesael
|
Kris Sennesael
Senior Vice President and Chief Financial Officer
|
November 22, 2016
|