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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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Large Accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Class
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Outstanding as of January 23, 2017
|
||
Common Stock, par value $.25 per share
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184,918,356
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PAGE NO.
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Three Months Ended
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||||||
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December 30,
2016 |
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January 1,
2016 |
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Net revenue
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$
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914.3
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$
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926.8
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Cost of goods sold
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450.4
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454.7
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Gross profit
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463.9
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472.1
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Operating expenses:
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Research and development
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82.0
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81.5
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Selling, general and administrative
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50.9
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51.7
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Amortization of intangibles
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8.5
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8.4
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Restructuring and other charges
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0.6
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—
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Total operating expenses
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142.0
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|
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141.6
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Operating income
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321.9
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330.5
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Other expense, net
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(0.8
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)
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(0.8
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)
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Merger termination fee
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—
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88.5
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Income before income taxes
|
321.1
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418.2
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Provision for income taxes
|
63.3
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62.9
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Net income
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$
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257.8
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$
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355.3
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Earnings per share:
|
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Basic
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$
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1.39
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$
|
1.87
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Diluted
|
$
|
1.38
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$
|
1.82
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Weighted average shares:
|
|
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||||
Basic
|
184.8
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190.4
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Diluted
|
187.3
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194.7
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Cash dividends declared and paid per share
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$
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0.28
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$
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0.26
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Three Months Ended
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||||||
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December 30,
2016 |
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January 1,
2016 |
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Net income
|
$
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257.8
|
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$
|
355.3
|
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Other comprehensive income
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|
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|
||||
Fair value of marketable securities
|
0.9
|
|
|
—
|
|
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Foreign currency translation adjustment
|
1.0
|
|
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—
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|
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Comprehensive income
|
$
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259.7
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$
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355.3
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As of
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||||||
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December 30,
2016 |
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September 30,
2016 |
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ASSETS
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Current assets:
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||||
Cash and cash equivalents
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$
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1,350.5
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$
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1,083.8
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Receivables, net of allowance for doubtful accounts of $0.6 and $0.5, respectively
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368.4
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416.6
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Inventory
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422.8
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424.0
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Other current assets
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56.8
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77.7
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|
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Total current assets
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2,198.5
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2,002.1
|
|
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Property, plant and equipment, net
|
801.5
|
|
|
806.3
|
|
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Goodwill
|
880.4
|
|
|
873.3
|
|
||
Intangible assets, net
|
74.9
|
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67.0
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|
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Deferred tax assets, net
|
54.4
|
|
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54.1
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|
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Other assets
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56.0
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52.6
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Total assets
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$
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4,065.7
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$
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3,855.4
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
|
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Accounts payable
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$
|
161.5
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$
|
110.4
|
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Accrued compensation and benefits
|
57.1
|
|
|
42.3
|
|
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Other current liabilities
|
84.8
|
|
|
57.5
|
|
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Total current liabilities
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303.4
|
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210.2
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Long-term tax liabilities
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72.4
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71.8
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Other long-term liabilities
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29.6
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32.0
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Total liabilities
|
405.4
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314.0
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|
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Commitments and contingencies (Note 7)
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Stockholders’ equity:
|
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Preferred stock, no par value: 25.0 shares authorized, no shares issued
|
—
|
|
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—
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|
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Common stock, $0.25 par value; 525.0 shares authorized; 224.3 shares issued and 184.8 shares outstanding as of December 30, 2016, and 222.5 shares issued and 184.9 shares outstanding as of September 30, 2016
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46.2
|
|
|
46.2
|
|
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Additional paid-in capital
|
2,748.0
|
|
|
2,686.0
|
|
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Treasury stock, at cost
|
(1,594.4
|
)
|
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(1,443.5
|
)
|
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Retained earnings
|
2,469.5
|
|
|
2,263.6
|
|
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Accumulated other comprehensive loss
|
(9.0
|
)
|
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(10.9
|
)
|
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Total stockholders’ equity
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3,660.3
|
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3,541.4
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Total liabilities and stockholders’ equity
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$
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4,065.7
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$
|
3,855.4
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Three Months Ended
|
||||||
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December 30,
2016 |
|
January 1,
2016 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
257.8
|
|
|
$
|
355.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Share-based compensation
|
21.6
|
|
|
23.3
|
|
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Depreciation
|
55.3
|
|
|
51.5
|
|
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Amortization of intangible assets
|
8.5
|
|
|
8.4
|
|
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Contribution of common shares to savings and retirement plans
|
—
|
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2.7
|
|
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Deferred income taxes
|
1.2
|
|
|
2.0
|
|
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Excess tax benefit from share-based compensation
|
(21.5
|
)
|
|
(37.3
|
)
|
||
Changes in assets and liabilities net of acquired balances:
|
|
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|
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Receivables, net
|
49.3
|
|
|
3.1
|
|
||
Inventory
|
0.6
|
|
|
(19.0
|
)
|
||
Other current and long-term assets
|
12.3
|
|
|
11.8
|
|
||
Accounts payable
|
50.9
|
|
|
(96.2
|
)
|
||
Other current and long-term liabilities
|
59.9
|
|
|
39.7
|
|
||
Net cash provided by operating activities
|
495.9
|
|
|
345.3
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(50.1
|
)
|
|
(79.5
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(13.7
|
)
|
|
—
|
|
||
Maturity of investments
|
3.2
|
|
|
—
|
|
||
Net cash used in investing activities
|
(60.6
|
)
|
|
(79.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Excess tax benefit from share-based compensation
|
21.5
|
|
|
37.3
|
|
||
Repurchase of common stock - payroll tax withholdings on equity awards
|
(44.4
|
)
|
|
(71.9
|
)
|
||
Repurchase of common stock - share repurchase program
|
(106.5
|
)
|
|
—
|
|
||
Dividends paid
|
(52.2
|
)
|
|
(50.2
|
)
|
||
Net proceeds from exercise of stock options
|
14.7
|
|
|
8.6
|
|
||
Payments of contingent consideration
|
(1.7
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(168.6
|
)
|
|
(76.2
|
)
|
||
Net increase in cash and cash equivalents
|
266.7
|
|
|
189.6
|
|
||
Cash and cash equivalents at beginning of period
|
1,083.8
|
|
|
1,043.6
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,350.5
|
|
|
$
|
1,233.2
|
|
Supplemental cash flow disclosures:
|
|
|
|
||||
Income taxes paid
|
$
|
2.5
|
|
|
$
|
8.9
|
|
•
|
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 December 30, 2016
|
|
As of September 30, 2016
|
||||||||||||||||||||||||||||
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
574.0
|
|
|
$
|
574.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
408.7
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Auction rate security
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||||
Total
|
$
|
574.0
|
|
|
$
|
574.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
411.0
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent consideration liability recorded for business combinations
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
Total
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
Auction rate security
|
||
Balance as of September 30, 2016
|
$
|
2.3
|
|
Decreases in Level 3 assets
|
(2.3
|
)
|
|
Balance as of December 30, 2016
|
$
|
—
|
|
|
Contingent consideration
|
||
Balance as of September 30, 2016
|
$
|
7.9
|
|
Increases to Level 3 liabilities
|
10.7
|
|
|
Decreases to Level 3 liabilities
|
(1.7
|
)
|
|
Balance as of December 30, 2016
|
$
|
16.9
|
|
|
As of
|
||||||
|
December 30,
2016 |
|
September 30,
2016 |
||||
Raw materials
|
$
|
19.8
|
|
|
$
|
18.5
|
|
Work-in-process
|
257.8
|
|
|
255.5
|
|
||
Finished goods
|
135.5
|
|
|
140.4
|
|
||
Finished goods held on consignment by customers
|
9.7
|
|
|
9.6
|
|
||
Total inventory
|
$
|
422.8
|
|
|
$
|
424.0
|
|
|
As of
|
||||||
|
December 30,
2016 |
|
September 30,
2016 |
||||
Land and improvements
|
$
|
11.6
|
|
|
$
|
11.6
|
|
Buildings and improvements
|
135.4
|
|
|
133.5
|
|
||
Furniture and fixtures
|
29.8
|
|
|
29.5
|
|
||
Machinery and equipment
|
1,548.4
|
|
|
1,533.3
|
|
||
Construction in progress
|
94.5
|
|
|
59.9
|
|
||
Total property, plant and equipment, gross
|
1,819.7
|
|
|
1,767.8
|
|
||
Accumulated depreciation
|
(1,018.2
|
)
|
|
(961.5
|
)
|
||
Total property, plant and equipment, net
|
$
|
801.5
|
|
|
$
|
806.3
|
|
|
|
As of
|
|
As of
|
||||||||||||||||||||
|
Weighted
Average
Amortization
Period Remaining (Years)
|
December 30, 2016
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|||||||||||||
Customer relationships
|
4.1
|
$
|
78.5
|
|
|
$
|
(59.8
|
)
|
|
$
|
18.7
|
|
|
$
|
78.5
|
|
|
$
|
(57.7
|
)
|
|
$
|
20.8
|
|
Developed technology and other
|
5.7
|
150.2
|
|
|
(95.6
|
)
|
|
54.6
|
|
|
133.8
|
|
|
(89.2
|
)
|
|
44.6
|
|
||||||
Trademarks
|
Indefinite
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Total intangible assets
|
|
$
|
230.3
|
|
|
$
|
(155.4
|
)
|
|
$
|
74.9
|
|
|
$
|
213.9
|
|
|
$
|
(146.9
|
)
|
|
$
|
67.0
|
|
|
Remaining 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
Amortization expense
|
$
|
18.4
|
|
|
$
|
14.3
|
|
|
$
|
12.6
|
|
|
$
|
10.7
|
|
|
$
|
8.5
|
|
|
$
|
8.8
|
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
|
January 1,
2016 |
||||
United States income taxes
|
$
|
56.5
|
|
|
$
|
53.8
|
|
Foreign income taxes
|
6.8
|
|
|
9.1
|
|
||
Provision for income taxes
|
$
|
63.3
|
|
|
$
|
62.9
|
|
|
|
|
|
||||
Effective tax rate
|
19.7
|
%
|
|
15.0
|
%
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
|
January 1,
2016 |
||||
Cost of sales
|
$
|
3.8
|
|
|
$
|
4.0
|
|
Research and development
|
8.3
|
|
|
9.6
|
|
||
Selling, general and administrative
|
9.5
|
|
|
9.7
|
|
||
Total share-based compensation
|
$
|
21.6
|
|
|
$
|
23.3
|
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
|
January 1,
2016 |
||||
Net income
|
$
|
257.8
|
|
|
$
|
355.3
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic
|
184.8
|
|
|
190.4
|
|
||
Dilutive effect of equity based awards
|
2.5
|
|
|
4.3
|
|
||
Weighted average shares outstanding – diluted
|
187.3
|
|
|
194.7
|
|
||
|
|
|
|
||||
Net income per share – basic
|
$
|
1.39
|
|
|
$
|
1.87
|
|
Net income per share – diluted
|
$
|
1.38
|
|
|
$
|
1.82
|
|
|
|
|
|
||||
Anti-dilutive common stock equivalents
|
1.4
|
|
|
0.7
|
|
Three months ended December 30, 2016
|
|
Balance at September 30, 2016
|
|
Current Charges
|
|
Cash Payments
|
|
Other
|
|
Balance at December 30, 2016
|
||||||||||
FY16 restructuring programs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee severance costs
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Other restructuring programs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee severance costs, lease and other contractual obligations
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Total
|
|
$
|
2.4
|
|
|
$
|
0.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
Three Months Ended
|
||||
|
December 30,
2016 |
|
January 1,
2016 |
||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
49.3
|
|
|
49.1
|
|
Gross profit
|
50.7
|
|
|
50.9
|
|
Operating expenses:
|
|
|
|
|
|
Research and development
|
9.0
|
|
|
8.8
|
|
Selling, general and administrative
|
5.6
|
|
|
5.6
|
|
Amortization of intangibles
|
0.9
|
|
|
0.9
|
|
Restructuring and other charges
|
0.1
|
|
|
—
|
|
Total operating expenses
|
15.6
|
|
|
15.3
|
|
Operating income
|
35.1
|
|
|
35.6
|
|
Other expense, net
|
(0.1
|
)
|
|
(0.1
|
)
|
Merger termination fee
|
—
|
|
|
9.5
|
|
Income before income taxes
|
35.0
|
|
|
45.0
|
|
Provision for income taxes
|
6.9
|
|
|
6.7
|
|
Net income
|
28.1
|
%
|
|
38.3
|
%
|
•
|
Net revenue decreased by 1% to $914 million for the three months ended
December 30, 2016
, as compared with the corresponding period in the prior fiscal year due to a decrease in demand for our components from a key smartphone customer. This decrease was partially offset by increases in our ability to capture a higher share of the increasing RF and analog content per device as smartphones continue to displace traditional cellular phones, increased strength in emerging markets due to the adoption of 3G and 4G technologies, the increasing number of applications for the Internet of Things, and our expanding analog product portfolio supporting new vertical markets including automotive, industrial, medical and military.
|
•
|
Our ending cash and cash equivalents balance increased approximately 25% to $1,351 million as of
December 30, 2016
, from $1,084 million as of September 30, 2016. This increase in cash and cash equivalents was primarily the result of cash generated from operations of $496 million, partially offset by the repurchase of 1.4 million shares of common stock for $107 million, dividend payments of $52 million, and capital expenditures of $50 million during the three months ended December 30, 2016.
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Net revenue
|
$
|
914.3
|
|
(1.3)%
|
$
|
926.8
|
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Gross profit
|
$
|
463.9
|
|
(1.7)%
|
$
|
472.1
|
|
% of net revenue
|
50.7
|
%
|
|
50.9
|
%
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Research and development
|
$
|
82.0
|
|
0.6%
|
$
|
81.5
|
|
% of net revenue
|
9.0
|
%
|
|
8.8
|
%
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Selling, general and administrative
|
$
|
50.9
|
|
(1.5)%
|
$
|
51.7
|
|
% of net revenue
|
5.6
|
%
|
|
5.6
|
%
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Amortization of intangibles
|
$
|
8.5
|
|
1.2%
|
$
|
8.4
|
|
% of net revenue
|
0.9
|
%
|
|
0.9
|
%
|
|
Three Months Ended
|
|||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
|||||
(dollars in millions)
|
|
|
|
|||||
Restructuring and other charges
|
$
|
0.6
|
|
100.0
|
%
|
$
|
—
|
|
% of net revenue
|
0.1
|
%
|
|
—
|
%
|
|
Three Months Ended
|
|||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
|||
(dollars in millions)
|
|
|
|
|||
Merger termination fee
|
—
|
|
(100.0
|
)%
|
88.5
|
|
% of net revenue
|
—
|
%
|
|
9.5
|
%
|
|
Three Months Ended
|
||||||
|
December 30,
2016 |
Change
|
January 1,
2016 |
||||
(dollars in millions)
|
|
|
|
||||
Provision for income taxes
|
$
|
63.3
|
|
0.6%
|
$
|
62.9
|
|
% of net revenue
|
6.9
|
%
|
|
6.7
|
%
|
|
Three Months Ended
|
||||||
(in millions)
|
December 30,
2016 |
|
January 1,
2016 |
||||
Cash and cash equivalents at beginning of period
|
$
|
1,083.8
|
|
|
$
|
1,043.6
|
|
Net cash provided by operating activities
|
495.9
|
|
|
345.3
|
|
||
Net cash used in investing activities
|
(60.6
|
)
|
|
(79.5
|
)
|
||
Net cash used in financing activities
|
(168.6
|
)
|
|
(76.2
|
)
|
||
Cash and cash equivalents at end of period
|
$
|
1,350.5
|
|
|
$
|
1,233.2
|
|
•
|
$106.5 million
related to our repurchase of
1.4 million
shares of our common stock pursuant to the share repurchase program approved by our Board of Directors on July 19, 2016;
|
•
|
$52.2 million
related to the payment of cash dividends on our common stock; and
|
•
|
$44.4 million
related to the minimum statutory payroll tax withholdings payments on the vesting of employee performance and restricted stock awards.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
10/01/16-10/28/16
|
6,454(2)
|
$79.45
|
—
|
$201.4 million
|
10/29/16-11/25/16
|
1,520,408(2)
|
$76.70
|
950,000
|
$128.7 million
|
11/26/16-12/30/16
|
450,007(2)
|
$75.00
|
450,000
|
$94.9 million
|
Total
|
1,976,869
|
|
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
|
|
|
|
|
|
|
10.1
|
Fiscal 2017 Executive Incentive Plan
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.2
|
Change in Control / Severance Agreement, dated November 10, 2016, between the Company and Robert J. Terry
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.3
|
Transition Letter, dated November 8, 2016, between the Company and Mark V.B. Tremallo
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification of the Company’s Chief Executive Officer pursuant to Securities Exchange Act of 1934, as amended, 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 Exchange Act of 1934, as amended, 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
|
|
|
|
|
|
|
SKYWORKS SOLUTIONS, INC.
|
|
|
|
|
|
Date:
|
February 7, 2017
|
By:
|
/s/ Liam K. Griffin
|
|
|
|
Liam K. Griffin
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Kris Sennesael
|
|
|
|
Kris Sennesael
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
1.
|
Purpose:
The FY17 Executive Incentive Plan (the "FY17 Plan") is designed to reward key management for achieving certain financial and business objectives.
|
2.
|
Plan Period:
The FY17 Plan covers the period from October 1, 2016 through September 29, 2017.
|
3.
|
Eligibility:
This program applies to the Chief Executive Officer and his direct reporting senior executives. Other key employees may be added based upon the recommendation of the Chief Executive Officer and subsequent approval of the Compensation Committee. Those employees not covered by this plan may be eligible for other programs established by Skyworks.
|
4.
|
Incentive Targets:
Participants are eligible to earn a percentage of their base salary for attaining certain performance objectives. Nominal, target and stretch incentive awards have been established as follows (shown as a percentage of the participant’s base salary):
|
Name
|
Incentive At Nominal
|
Incentive At Target
|
Incentive At Stretch
|
CEO & Executive Chairman
|
80%
|
160%
|
320%
|
CFO
|
45%
|
90%
|
180%
|
Corporate VPs
|
35%
|
70%
|
140%
|
General Managers
|
27.5%
|
55%
|
110%
|
Special Participants
|
TBD
|
TBD
|
TBD
|
5.
|
Metrics:
The performance metrics for FY17 are as follows:
|
Metric
|
Nominal
|
Target
|
Stretch
|
Revenue ($M)
|
REDACTED
|
REDACTED
|
REDACTED
|
Operating Margin (%)
1
|
REDACTED
|
REDACTED
|
REDACTED
|
|
Corporate
|
|
|
Revenue
|
OI%
|
All Executives
|
50%
|
50%
|
6.
|
How the Plan Works:
Upon completion of the Fiscal Year, the Chief Executive Officer will provide the Compensation Committee with recommendations for incentive award payments to the named participants of the plan. The Committee will review the recommendations and approve the actual amount to be paid to each participant. The Committee will rely upon the CEO for the appropriate distribution of the authorized incentive pool. All incentive award payments under the FY17 Plan, if earned, will be paid by March 15
th
of the calendar year following the end of the fiscal year in which the performance occurs.
|
7.
|
Administration:
Actual performance between the Nominal and Target metrics will be paid on a linear sliding scale beginning at the Nominal percentage and moving up to the Target percentage. The same linear scale will apply for performance between Target and Stretch metrics. In order to fund the incentive plans and insure the overall Company’s financial performance, the following terms apply.
|
◦
|
No incentive award will be paid unless the Company meets its Nominal operating income goal after accounting for any incentive award payments.
|
◦
|
Incentive payments will be processed in a timely manner at the completion of the performance period. Skyworks’ CEO, subject to approval by the Compensation Committee, retains discretion to award below nominal or above Stretch and to modify all individual incentive payments to ensure equitable distribution of incentives; such modifications may include, but are not limited to, the delivery of equity or similar instruments in lieu of cash payments.
|
◦
|
Any payout shall be conditioned upon the Participant’s employment by the Company on the date of payment; provided, however, that the Compensation Committee may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of a participant’s termination of employment, retirement, death or disability.
|
◦
|
Any payments made under this Plan will be subject to the provisions of the compensation clawback policy that Skyworks implements to comply with applicable law following the SEC’s adoption of final rules related to compensation clawback policies as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
8.
|
Taxes:
All awards are subject to federal, state, local and social security taxes. Payments under this Plan will not affect the base salary, which is used as the basis for Skyworks’ benefits program
.
|
1.
|
Termination of Employment Related to Change in Control
|
6.
|
Limitation on Benefits
|
9.
|
Term
|
10.
|
Entire Agreement
|
12.
|
Miscellaneous
|
Sincerely,
|
|
AGREED TO:
|
Skyworks Solutions, Inc.
|
|
|
/s/ Liam K. Griffin
|
|
/s/ Robert J. Terry
|
Liam K. Griffin
President and Chief Executive Officer
|
|
Date:
11/10/2016
|
|
|
|
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 of time beginning the date after the Resignation Date and, if applicable, through November 15, 2017, you agree to assist the Company’s incoming General Counsel on an as needed basis with any legal matters and/or perform any other task reasonably requested consistent with your skills, training and experience. Your compensation and benefits during the Transition Period will be as follows (subject to your continued employment and your continuing qualification under the terms of such benefit plans): (i) your annual base salary will be equal to twenty-five percent of your annual base salary as of the date hereof and (ii) you will continue to be eligible for benefits consistent with those you are receiving as of the date hereof (although you will be subject to any corporate-wide benefit plan changes that apply to other employees of the Company);
provided
,
however
, that you will not be eligible to participate in any cash incentive plan (e.g., EIP or MIP), receive any cash bonus or receive any equity incentive award related to fiscal year 2017 (although so long as you remain employed, you will continue to satisfy the service vesting requirements of any equity awards that are outstanding as of the date hereof).
|
2.
|
Post-Separation Benefits
- As of the Separation Date (as defined below), 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, outstanding equity awards from the Company. “
Separation Date
” for purposes of this letter agreement shall mean the earlier of (i) the date your employment ceases as a result of the Company terminating your employment without Cause or (ii) November 15, 2017.
|
3.
|
At-Will Employment
-
Notwithstanding the foregoing, both you and the Company will continue to have the right to terminate your employment on an at-will basis during the Transition Period;
provided
,
however
, that should you terminate your employment for any reason, or should the Company terminate your employment for Cause (as defined below), before November 15, 2017, you will not be eligible to receive any post-termination severance or benefits (including but not limited to the COBRA Benefits, Option Extension, AYCO Benefits or cash severance). For purposes of this letter agreement, “
Cause
” shall have the same meaning as the definition provided in your Change in Control/Severance Agreement with the Company dated December 16, 2014 (the “
Change in Control Agreement
”).
|
4.
|
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, severance or benefits are due under this letter agreement if your employment ends as a result of death or permanent disability.
|
5.
|
Non-Disclosure; Continuing Obligations
-
|
6.
|
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.
|
7.
|
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.
|
8.
|
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.
|
9.
|
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.
|
10.
|
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 5221 California Ave., Irvine, CA 92617, 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.
|
11.
|
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
|
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.
|
13.
|
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.
|
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.
|
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.
|
16.
|
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 March 17, 2004, and the Change in Control Agreement, except for the provisions therein that are explicitly referenced and incorporated herein.
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1.
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I have reviewed this quarterly report on Form 10-Q of Skyworks Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 7, 2017
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/s/ Liam K. Griffin
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Liam K. Griffin
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Skyworks Solutions, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 7, 2017
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/s/ Kris Sennesael
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Kris Sennesael
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Liam K. Griffin
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Liam K. Griffin
President and Chief Executive Officer
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February 7, 2017
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Kris Sennesael
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Kris Sennesael
Senior Vice President and Chief Financial Officer
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February 7, 2017
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