|
Delaware
|
04-2302115
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
20 Sylvan Road,
|
Woburn
|
Massachusetts
|
01801
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|||
|
|
|
|
|
(781)
|
376-3000
|
|
||
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.25 per share
|
SWKS
|
Nasdaq Global Select Market
|
Large accelerated filer
|
þ
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
PAGE NO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2020
|
|
March 29,
2019 |
|
March 27, 2020
|
|
March 29,
2019 |
||||||||
Net revenue
|
$
|
766.1
|
|
|
$
|
810.4
|
|
|
$
|
1,662.2
|
|
|
$
|
1,782.4
|
|
Cost of goods sold
|
390.5
|
|
|
410.2
|
|
|
842.3
|
|
|
897.0
|
|
||||
Gross profit
|
375.6
|
|
|
400.2
|
|
|
819.9
|
|
|
885.4
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
113.2
|
|
|
107.5
|
|
|
220.8
|
|
|
216.7
|
|
||||
Selling, general and administrative
|
58.6
|
|
|
47.9
|
|
|
114.0
|
|
|
95.7
|
|
||||
Amortization of intangibles
|
3.1
|
|
|
5.7
|
|
|
6.3
|
|
|
13.1
|
|
||||
Restructuring and other charges
|
1.2
|
|
|
1.5
|
|
|
2.0
|
|
|
1.4
|
|
||||
Total operating expenses
|
176.1
|
|
|
162.6
|
|
|
343.1
|
|
|
326.9
|
|
||||
Operating income
|
199.5
|
|
|
237.6
|
|
|
476.8
|
|
|
558.5
|
|
||||
Other income, net
|
3.5
|
|
|
3.7
|
|
|
4.9
|
|
|
6.6
|
|
||||
Income before income taxes
|
203.0
|
|
|
241.3
|
|
|
481.7
|
|
|
565.1
|
|
||||
Provision for income taxes
|
21.9
|
|
|
27.3
|
|
|
43.6
|
|
|
66.3
|
|
||||
Net income
|
$
|
181.1
|
|
|
$
|
214.0
|
|
|
$
|
438.1
|
|
|
$
|
498.8
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.07
|
|
|
$
|
1.23
|
|
|
$
|
2.58
|
|
|
$
|
2.85
|
|
Diluted
|
$
|
1.06
|
|
|
$
|
1.23
|
|
|
$
|
2.56
|
|
|
$
|
2.83
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
170.0
|
|
|
173.8
|
|
|
170.1
|
|
|
175.2
|
|
||||
Diluted
|
171.1
|
|
|
174.6
|
|
|
171.3
|
|
|
176.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared and paid per share
|
$
|
0.44
|
|
|
$
|
0.38
|
|
|
$
|
0.88
|
|
|
$
|
0.76
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
|
March 29,
2019 |
|
March 27,
2020 |
|
March 29,
2019 |
||||||||
Net income
|
$
|
181.1
|
|
|
$
|
214.0
|
|
|
$
|
438.1
|
|
|
$
|
498.8
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
||||||||
Fair value of investments
|
0.5
|
|
|
0.1
|
|
|
0.4
|
|
|
0.2
|
|
||||
Pension adjustments
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Comprehensive income
|
$
|
181.6
|
|
|
$
|
214.6
|
|
|
$
|
438.5
|
|
|
$
|
499.5
|
|
|
As of
|
||||||
|
March 27, 2020
|
|
September 27,
2019 |
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
912.4
|
|
|
$
|
851.3
|
|
Marketable securities
|
161.5
|
|
|
203.3
|
|
||
Receivables, net of allowance of $0.8 and $0.8, respectively
|
367.6
|
|
|
465.3
|
|
||
Inventory
|
648.9
|
|
|
609.7
|
|
||
Other current assets
|
130.4
|
|
|
105.0
|
|
||
Total current assets
|
2,220.8
|
|
|
2,234.6
|
|
||
Property, plant and equipment, net
|
1,207.9
|
|
|
1,205.6
|
|
||
Operating lease right-of-use assets
|
171.3
|
|
|
—
|
|
||
Goodwill
|
1,189.8
|
|
|
1,189.8
|
|
||
Intangible assets, net
|
85.4
|
|
|
107.9
|
|
||
Deferred tax assets, net
|
39.6
|
|
|
40.8
|
|
||
Marketable securities
|
34.1
|
|
|
27.6
|
|
||
Other long-term assets
|
33.0
|
|
|
33.3
|
|
||
Total assets
|
$
|
4,981.9
|
|
|
$
|
4,839.6
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
169.5
|
|
|
$
|
190.5
|
|
Accrued compensation and benefits
|
78.4
|
|
|
76.0
|
|
||
Other current liabilities
|
114.3
|
|
|
107.5
|
|
||
Total current liabilities
|
362.2
|
|
|
374.0
|
|
||
Long-term tax liabilities
|
293.0
|
|
|
312.4
|
|
||
Long-term operating lease liabilities
|
151.9
|
|
|
—
|
|
||
Other long-term liabilities
|
32.0
|
|
|
30.9
|
|
||
Total liabilities
|
839.1
|
|
|
717.3
|
|
||
|
|
|
|||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, no par value: 25.0 shares authorized, no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.25 par value: 525.0 shares authorized; 231.9 shares issued and 167.5 shares outstanding at March 27, 2020, and 230.2 shares issued and 170.1 shares outstanding at September 27, 2019
|
41.9
|
|
|
42.5
|
|
||
Additional paid-in capital
|
3,307.2
|
|
|
3,188.0
|
|
||
Treasury stock, at cost
|
(3,799.6
|
)
|
|
(3,412.9
|
)
|
||
Retained earnings
|
4,600.8
|
|
|
4,312.6
|
|
||
Accumulated other comprehensive loss
|
(7.5
|
)
|
|
(7.9
|
)
|
||
Total stockholders’ equity
|
4,142.8
|
|
|
4,122.3
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,981.9
|
|
|
$
|
4,839.6
|
|
|
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, 2019
|
170.1
|
|
|
$
|
42.5
|
|
|
60.1
|
|
|
$
|
(3,412.9
|
)
|
|
$
|
3,188.0
|
|
|
$
|
4,312.6
|
|
|
$
|
(7.9
|
)
|
|
$
|
4,122.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257.1
|
|
|
—
|
|
|
257.1
|
|
||||||
Exercise and settlement of share based awards, net of shares withheld for taxes
|
1.1
|
|
|
0.3
|
|
|
0.3
|
|
|
(26.7
|
)
|
|
34.6
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
|
—
|
|
|
—
|
|
|
29.1
|
|
||||||
Stock repurchase program
|
(0.7
|
)
|
|
(0.2
|
)
|
|
0.7
|
|
|
(74.2
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(74.2
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.1
|
)
|
|
—
|
|
|
(75.1
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Balance at December 27, 2019
|
170.5
|
|
|
$
|
42.6
|
|
|
61.1
|
|
|
$
|
(3,513.8
|
)
|
|
$
|
3,251.9
|
|
|
$
|
4,494.6
|
|
|
$
|
(8.0
|
)
|
|
$
|
4,267.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181.1
|
|
|
—
|
|
|
181.1
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
(2.0
|
)
|
|
20.4
|
|
|
—
|
|
|
—
|
|
|
18.5
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
|
—
|
|
|
34.1
|
|
||||||
Stock repurchase program
|
(3.2
|
)
|
|
(0.8
|
)
|
|
3.2
|
|
|
(283.8
|
)
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
(283.8
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.9
|
)
|
|
—
|
|
|
(74.9
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Balance at March 27, 2020
|
167.6
|
|
|
$
|
41.9
|
|
|
64.3
|
|
|
$
|
(3,799.6
|
)
|
|
$
|
3,307.2
|
|
|
$
|
4,600.8
|
|
|
$
|
(7.5
|
)
|
|
$
|
4,142.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at September 28, 2018
|
177.4
|
|
|
$
|
44.4
|
|
|
51.0
|
|
|
$
|
(2,732.5
|
)
|
|
$
|
3,061.0
|
|
|
$
|
3,732.9
|
|
|
$
|
(8.8
|
)
|
|
$
|
4,097.0
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284.9
|
|
|
—
|
|
|
284.9
|
|
||||||
Exercise and settlement of share based awards, net of shares withheld for taxes
|
0.7
|
|
|
0.1
|
|
|
0.2
|
|
|
(19.6
|
)
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
(14.4
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
||||||
Stock repurchase program
|
(4.0
|
)
|
|
(1.0
|
)
|
|
4.0
|
|
|
(284.0
|
)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(284.0
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.1
|
)
|
|
—
|
|
|
(67.1
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||||
Balance at December 28, 2018
|
174.1
|
|
|
$
|
43.5
|
|
|
55.2
|
|
|
$
|
(3,036.1
|
)
|
|
$
|
3,088.4
|
|
|
$
|
3,950.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
4,038.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214.0
|
|
|
—
|
|
|
214.0
|
|
||||||
Exercise and settlement of share based awards and related tax benefit, net of shares withheld for taxes
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
(1.5
|
)
|
|
15.5
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
||||||
Stock repurchase program
|
(1.7
|
)
|
|
(0.4
|
)
|
|
1.7
|
|
|
(141.5
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
(141.5
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66.0
|
)
|
|
—
|
|
|
(66.0
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Balance at March 29, 2019
|
172.7
|
|
|
$
|
43.2
|
|
|
57.0
|
|
|
$
|
(3,179.1
|
)
|
|
$
|
3,126.2
|
|
|
$
|
4,098.7
|
|
|
$
|
(8.1
|
)
|
|
$
|
4,080.9
|
|
|
Six Months Ended
|
||||||
|
March 27, 2020
|
|
March 29,
2019 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
438.1
|
|
|
$
|
498.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Share-based compensation
|
73.8
|
|
|
42.6
|
|
||
Depreciation
|
160.3
|
|
|
156.4
|
|
||
Amortization of intangible assets, including inventory step-up
|
22.7
|
|
|
28.6
|
|
||
Deferred income taxes
|
1.1
|
|
|
(27.6
|
)
|
||
Other, net
|
2.1
|
|
|
0.8
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Receivables, net
|
97.7
|
|
|
112.0
|
|
||
Inventory
|
(37.0
|
)
|
|
(66.9
|
)
|
||
Accounts payable
|
(13.2
|
)
|
|
(23.9
|
)
|
||
Other current and long-term assets and liabilities
|
(66.8
|
)
|
|
20.3
|
|
||
Net cash provided by operating activities
|
678.8
|
|
|
741.1
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(171.9
|
)
|
|
(226.2
|
)
|
||
Purchased intangibles
|
(0.2
|
)
|
|
(12.9
|
)
|
||
Purchases of marketable securities
|
(178.8
|
)
|
|
(166.7
|
)
|
||
Sales and maturities of marketable securities
|
214.4
|
|
|
309.2
|
|
||
Net cash used in investing activities
|
(136.5
|
)
|
|
(96.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchase of common stock - payroll tax withholdings on equity awards
|
(28.7
|
)
|
|
(21.0
|
)
|
||
Repurchase of common stock - stock repurchase program
|
(358.0
|
)
|
|
(425.5
|
)
|
||
Dividends paid
|
(150.0
|
)
|
|
(133.1
|
)
|
||
Net proceeds from exercise of stock options
|
43.3
|
|
|
6.8
|
|
||
Proceeds from employee stock purchase plan
|
12.2
|
|
|
11.3
|
|
||
Net cash used in financing activities
|
(481.2
|
)
|
|
(561.5
|
)
|
||
Net increase in cash and cash equivalents
|
61.1
|
|
|
83.0
|
|
||
Cash and cash equivalents at beginning of period
|
851.3
|
|
|
733.3
|
|
||
Cash and cash equivalents at end of period
|
$
|
912.4
|
|
|
$
|
816.3
|
|
Supplemental cash flow disclosures:
|
|
|
|
||||
Income taxes paid
|
$
|
81.1
|
|
|
$
|
87.5
|
|
Non-cash investing in capital expenditures, accrued but not paid
|
$
|
95.4
|
|
|
$
|
69.9
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2020
|
|
March 29,
2019 |
|
March 27, 2020
|
|
March 29,
2019 |
||||||||
United States
|
$
|
415.4
|
|
|
$
|
403.1
|
|
|
$
|
1,005.8
|
|
|
$
|
1,003.2
|
|
China
|
178.0
|
|
|
199.4
|
|
|
346.4
|
|
|
394.0
|
|
||||
South Korea
|
73.9
|
|
|
106.0
|
|
|
133.0
|
|
|
205.0
|
|
||||
Taiwan
|
59.1
|
|
|
64.1
|
|
|
101.0
|
|
|
104.8
|
|
||||
Europe, Middle East and Africa
|
32.7
|
|
|
31.1
|
|
|
63.0
|
|
|
63.8
|
|
||||
Other Asia-Pacific
|
7.0
|
|
|
6.7
|
|
|
13.0
|
|
|
11.6
|
|
||||
Total
|
$
|
766.1
|
|
|
$
|
810.4
|
|
|
$
|
1,662.2
|
|
|
$
|
1,782.4
|
|
|
Current
|
|
Noncurrent
|
||||||||||||
Available for sale:
|
March 27, 2020
|
|
September 27,
2019 |
|
March 27, 2020
|
|
September 27,
2019 |
||||||||
U.S. Treasury and government
|
$
|
56.5
|
|
|
$
|
34.2
|
|
|
$
|
27.7
|
|
|
$
|
20.0
|
|
Corporate bonds and notes
|
83.4
|
|
|
66.2
|
|
|
6.4
|
|
|
5.9
|
|
||||
Municipal bonds
|
21.6
|
|
|
102.9
|
|
|
—
|
|
|
1.7
|
|
||||
Total
|
$
|
161.5
|
|
|
$
|
203.3
|
|
|
$
|
34.1
|
|
|
$
|
27.6
|
|
•
|
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 March 27, 2020
|
|
As of September 27, 2019
|
||||||||||||||||||||||||||||
|
|
|
Fair Value Measurements
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents*
|
$
|
912.4
|
|
|
$
|
772.7
|
|
|
$
|
139.7
|
|
|
$
|
—
|
|
|
$
|
851.3
|
|
|
$
|
809.5
|
|
|
$
|
41.8
|
|
|
$
|
—
|
|
U.S. Treasury and government securities
|
84.2
|
|
|
40.3
|
|
|
43.9
|
|
|
—
|
|
|
54.2
|
|
|
28.4
|
|
|
25.8
|
|
|
—
|
|
||||||||
Corporate bonds and notes
|
89.8
|
|
|
—
|
|
|
89.8
|
|
|
—
|
|
|
72.1
|
|
|
—
|
|
|
72.1
|
|
|
—
|
|
||||||||
Municipal bonds
|
21.6
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
104.6
|
|
|
—
|
|
|
104.6
|
|
|
—
|
|
||||||||
Total
|
$
|
1,108.0
|
|
|
$
|
813.0
|
|
|
$
|
295.0
|
|
|
$
|
—
|
|
|
$
|
1,082.2
|
|
|
$
|
837.9
|
|
|
$
|
244.3
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
March 27,
2020 |
|
September 27,
2019 |
||||
Raw materials
|
$
|
22.2
|
|
|
$
|
24.4
|
|
Work-in-process
|
387.0
|
|
|
336.2
|
|
||
Finished goods
|
236.8
|
|
|
245.7
|
|
||
Finished goods held on consignment by customers
|
2.9
|
|
|
3.4
|
|
||
Total inventory
|
$
|
648.9
|
|
|
$
|
609.7
|
|
|
As of
|
||||||
|
March 27,
2020 |
|
September 27,
2019 |
||||
Land and improvements
|
$
|
11.8
|
|
|
$
|
11.7
|
|
Buildings and improvements
|
402.9
|
|
|
354.4
|
|
||
Furniture and fixtures
|
43.7
|
|
|
33.8
|
|
||
Machinery and equipment
|
2,353.3
|
|
|
2,311.5
|
|
||
Construction in progress
|
207.7
|
|
|
172.5
|
|
||
Total property, plant and equipment, gross
|
3,019.4
|
|
|
2,883.9
|
|
||
Accumulated depreciation
|
(1,811.5
|
)
|
|
(1,678.3
|
)
|
||
Total property, plant and equipment, net
|
$
|
1,207.9
|
|
|
$
|
1,205.6
|
|
|
|
As of
|
|
As of
|
||||||||||||||||||||
|
Weighted Average Amortization Period (Years) |
March 27, 2020
|
|
September 27, 2019
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated Amortization |
|
Net
Carrying Amount |
|||||||||||||
Customer relationships
|
5.0
|
$
|
18.2
|
|
|
$
|
(13.9
|
)
|
|
$
|
4.3
|
|
|
$
|
25.6
|
|
|
$
|
(19.5
|
)
|
|
$
|
6.1
|
|
Developed technology and other
|
4.1
|
94.4
|
|
|
(65.0
|
)
|
|
29.4
|
|
|
94.4
|
|
|
(48.9
|
)
|
|
45.5
|
|
||||||
Trademarks
|
3.0
|
1.6
|
|
|
(1.6
|
)
|
|
—
|
|
|
1.6
|
|
|
(1.3
|
)
|
|
0.3
|
|
||||||
Technology licenses
|
3.1
|
25.1
|
|
|
(9.3
|
)
|
|
15.8
|
|
|
24.9
|
|
|
(4.8
|
)
|
|
20.1
|
|
||||||
IPR&D
|
|
35.9
|
|
|
—
|
|
|
35.9
|
|
|
35.9
|
|
|
—
|
|
|
35.9
|
|
||||||
Total intangible assets
|
|
$
|
175.2
|
|
|
$
|
(89.8
|
)
|
|
$
|
85.4
|
|
|
$
|
182.4
|
|
|
$
|
(74.5
|
)
|
|
$
|
107.9
|
|
|
Remaining 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Amortization expense, cost of goods sold
|
$
|
9.6
|
|
|
$
|
2.7
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
1.8
|
|
Amortization expense, operating expense
|
$
|
10.9
|
|
|
$
|
15.3
|
|
|
$
|
5.0
|
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
1.9
|
|
Total amortization expense
|
$
|
20.5
|
|
|
$
|
18.0
|
|
|
$
|
5.1
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
$
|
3.7
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2020
|
|
March 29,
2019 |
|
March 27, 2020
|
|
March 29,
2019 |
||||||||
United States income taxes
|
$
|
11.8
|
|
|
$
|
21.3
|
|
|
$
|
23.3
|
|
|
$
|
50.9
|
|
Foreign income taxes
|
10.1
|
|
|
6.0
|
|
|
20.3
|
|
|
15.4
|
|
||||
Provision for income taxes
|
$
|
21.9
|
|
|
$
|
27.3
|
|
|
$
|
43.6
|
|
|
$
|
66.3
|
|
|
|
|
|
|
|
|
|
||||||||
Effective tax rate
|
10.8
|
%
|
|
11.4
|
%
|
|
9.0
|
%
|
|
11.8
|
%
|
|
2020
|
||||||
|
Per Share
|
|
Total Amount
|
||||
First quarter
|
$
|
0.44
|
|
|
$
|
75.1
|
|
Second quarter
|
0.44
|
|
|
74.9
|
|
||
Total
|
$
|
0.88
|
|
|
$
|
150.0
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27, 2020
|
|
March 29,
2019 |
|
March 27, 2020
|
|
March 29,
2019 |
||||||||
Cost of goods sold
|
$
|
7.2
|
|
|
$
|
3.3
|
|
|
$
|
11.4
|
|
|
$
|
6.9
|
|
Research and development
|
17.2
|
|
|
9.9
|
|
|
32.0
|
|
|
22.4
|
|
||||
Selling, general and administrative
|
15.8
|
|
|
8.6
|
|
|
30.4
|
|
|
13.3
|
|
||||
Total share-based compensation
|
$
|
40.2
|
|
|
$
|
21.8
|
|
|
$
|
73.8
|
|
|
$
|
42.6
|
|
|
Six Months Ended
|
||
|
March 27, 2020
|
||
Operating cash outflows from operating leases
|
$
|
11.4
|
|
Operating lease assets obtained in exchange for new lease liabilities
|
$
|
29.8
|
|
|
March 27, 2020
|
||
2020 (remainder)
|
$
|
9.9
|
|
2021
|
23.7
|
|
|
2022
|
24.4
|
|
|
2023
|
23.8
|
|
|
2024
|
21.4
|
|
|
Thereafter
|
97.7
|
|
|
Total lease payments
|
200.9
|
|
|
Less: imputed interest
|
(28.3
|
)
|
|
Present value of lease liabilities
|
172.6
|
|
|
Less: current portion (included in other current liabilities)
|
(20.7
|
)
|
|
Total
|
$
|
151.9
|
|
|
September 27,
2019 |
||
2020
|
$
|
26.7
|
|
2021
|
25.9
|
|
|
2022
|
24.8
|
|
|
2023
|
23.3
|
|
|
2024
|
21.5
|
|
|
Thereafter
|
97.7
|
|
|
Total
|
$
|
219.9
|
|
|
March 27, 2020
|
|
Weighted-average remaining lease term (years)
|
8.5
|
|
Weighted-average discount rate
|
3.3
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
|
March 29,
2019 |
|
March 27,
2020 |
|
March 29,
2019 |
||||||||
Net income
|
$
|
181.1
|
|
|
$
|
214.0
|
|
|
$
|
438.1
|
|
|
$
|
498.8
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
170.0
|
|
|
173.8
|
|
|
170.1
|
|
|
175.2
|
|
||||
Dilutive effect of equity-based awards
|
1.1
|
|
|
0.8
|
|
|
1.2
|
|
|
0.9
|
|
||||
Weighted average shares outstanding – diluted
|
171.1
|
|
|
174.6
|
|
|
171.3
|
|
|
176.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share – basic
|
$
|
1.07
|
|
|
$
|
1.23
|
|
|
$
|
2.58
|
|
|
$
|
2.85
|
|
Net income per share – diluted
|
$
|
1.06
|
|
|
$
|
1.23
|
|
|
$
|
2.56
|
|
|
$
|
2.83
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive common stock equivalents
|
0.5
|
|
|
1.9
|
|
|
1.5
|
|
|
1.8
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
March 27,
2020 |
|
March 29,
2019 |
|
March 27,
2020 |
|
March 29,
2019 |
||||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
51.0
|
|
|
50.6
|
|
|
50.7
|
|
|
50.3
|
|
Gross profit
|
49.0
|
|
|
49.4
|
|
|
49.3
|
|
|
49.7
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
14.8
|
|
|
13.3
|
|
|
13.3
|
|
|
12.2
|
|
Selling, general and administrative
|
7.7
|
|
|
5.9
|
|
|
6.9
|
|
|
5.4
|
|
Amortization of intangibles
|
0.4
|
|
|
0.7
|
|
|
0.4
|
|
|
0.7
|
|
Restructuring and other charges
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
Total operating expenses
|
23.1
|
|
|
20.1
|
|
|
20.7
|
|
|
18.4
|
|
Operating income
|
25.9
|
|
|
29.3
|
|
|
28.6
|
|
|
31.3
|
|
Other income, net
|
0.5
|
|
|
0.5
|
|
|
0.2
|
|
|
0.3
|
|
Income before income taxes
|
26.4
|
|
|
29.8
|
|
|
28.8
|
|
|
31.6
|
|
Provision for income taxes
|
2.9
|
|
|
3.4
|
|
|
2.6
|
|
|
3.7
|
|
Net income
|
23.5
|
%
|
|
26.4
|
%
|
|
26.2
|
%
|
|
27.9
|
%
|
•
|
Net revenue decreased by 6.7% to $1,662.2 million for the six months ended March 27, 2020, as compared with the corresponding period in fiscal 2019. This decrease in revenue was driven primarily by reduced demand resulting from the U.S. Bureau of Industry and Security of the U.S. Department of Commerce continuing to keep Huawei Technologies Co., Ltd. and certain of its affiliates (collectively, “Huawei”) on the Bureau’s Entity List (the “Entity List”). Additionally, demand for our products was negatively impacted by the recent COVID-19 pandemic.
|
•
|
Our ending cash, cash equivalents and marketable securities balance increased 2.4% to $1,108.0 million as of March 27, 2020, from $1,082.2 million as of September 27, 2019. This increase in cash, cash equivalents and marketable securities
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
|
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
766.1
|
|
(5.5)%
|
$
|
810.4
|
|
|
$
|
1,662.2
|
|
(6.7)%
|
$
|
1,782.4
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
|
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
375.6
|
|
(6.2)%
|
$
|
400.2
|
|
|
$
|
819.9
|
|
(7.4)%
|
$
|
885.4
|
|
% of net revenue
|
49.0
|
%
|
|
49.4
|
%
|
|
49.3
|
%
|
|
49.7
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
|
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
||||||||
Research and development
|
$
|
113.2
|
|
5.3%
|
$
|
107.5
|
|
|
$
|
220.8
|
|
1.9%
|
$
|
216.7
|
|
% of net revenue
|
14.8
|
%
|
|
13.3
|
%
|
|
13.3
|
%
|
|
12.2
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
|
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
$
|
58.6
|
|
22.4%
|
$
|
47.9
|
|
|
$
|
114.0
|
|
19.2%
|
$
|
95.7
|
|
% of net revenue
|
7.7
|
%
|
|
5.9
|
%
|
|
6.9
|
%
|
|
5.4
|
%
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
||||||||
Amortization of intangibles, cost of goods sold
|
$
|
5.9
|
|
(20.3)%
|
$
|
7.4
|
|
$
|
11.9
|
|
(23.2)%
|
$
|
15.5
|
|
Amortization of intangibles, operating expense
|
5.4
|
|
(5.3)%
|
5.7
|
|
10.8
|
|
(17.6)%
|
13.1
|
|
||||
Total amortization of intangibles, including inventory step-up
|
11.3
|
|
|
13.1
|
|
22.7
|
|
|
28.6
|
|
||||
% of net revenue
|
3.0
|
%
|
|
3.5
|
%
|
1.4
|
%
|
|
1.6
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 27,
2020 |
Change
|
March 29,
2019 |
|
March 27,
2020 |
Change
|
March 29,
2019 |
||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
$
|
21.9
|
|
(19.8)%
|
$
|
27.3
|
|
|
$
|
43.6
|
|
(34.3)%
|
$
|
66.3
|
|
% of net revenue
|
2.9
|
%
|
|
3.4
|
%
|
|
2.6
|
%
|
|
3.7
|
%
|
|
Six Months Ended
|
||||||
(in millions)
|
March 27,
2020 |
|
March 29,
2019 |
||||
Cash and cash equivalents at beginning of period
|
$
|
851.3
|
|
|
$
|
733.3
|
|
Net cash provided by operating activities
|
678.8
|
|
|
741.1
|
|
||
Net cash used in investing activities
|
(136.5
|
)
|
|
(96.6
|
)
|
||
Net cash used in financing activities
|
(481.2
|
)
|
|
(561.5
|
)
|
||
Cash and cash equivalents at end of period
|
$
|
912.4
|
|
|
$
|
816.3
|
|
•
|
We have experienced a decrease in the overall demand for our products. We may experience further decreases in demand or for the pricing for our products, which could be exacerbated by a global economic downturn or recession or by delays in the widespread commercial deployment of 5G technology.
|
•
|
In April 2020, we suspended our operations in Mexicali, Mexico, for approximately two weeks pursuant to an order by the government of the state of Baja California, Mexico, resulting in the temporary reduction in our production levels. In the event that our manufacturing operations in Mexicali become subject to significant restrictions or are suspended again, or in the event that one or more of our other facilities is forced to suspend or limit its activities, including, but not limited to, as a result of such operations or activities not being considered to be an “essential” business under applicable laws, regulations, or orders, we may experience further reductions in production levels which would limit our ability to meet customer demand.
|
•
|
We have implemented certain measures at our facilities worldwide in an effort to protect our employees’ health and well-being (including social distancing, encouraging remote-work options wherever possible, limiting the number of employees attending meetings, reduced shift staffing, and suspending employee travel) which has temporarily impacted the overall efficiency of our operations.
|
•
|
Given that our suppliers are facing similar challenges as a result of the pandemic, it is possible that we will experience disruptions to our supply chain in connection with the sourcing of materials, equipment, engineering support, and other services.
|
•
|
We may experience increased disruptions to global transportation networks, limiting or delaying our ability to send or receive products and materials at one or more of our facilities, including as a result of trade restrictions, border closures, or disruptions in the operations of third-party carriers.
|
•
|
Significant portions of our sales are concentrated among a limited number of customers. We may experience negative impacts to our business operations if one or more of these major customers were to significantly decrease its orders for our products due to disruptions to its business operations.
|
•
|
We may experience negative impacts to our business operations, including to our production, sales, research and development, and other critical business functions, as a result of employee absenteeism, employee quarantines or other self-isolation, restrictions on our employees’ ability to work, or the refusal of our employees to perform certain duties as a result of their level of concern regarding the pandemic.
|
•
|
Our business operations, as well as the business operations of our customers, suppliers, and other third-party service providers, are subject to frequent and unpredictable changes in the political, regulatory, legal, or economic conditions in the jurisdictions in which they operate.
|
•
|
The deterioration of worldwide credit and financial markets could limit the ability of our customers to pay for product purchases in a timely manner, or pay at all.
|
•
|
In the event we are unable to fulfill our contractual obligations, lawsuits may be threatened or filed against us by customers or other third parties.
|
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)
|
|
12/28/19-01/24/20
|
277,482
|
|
(2)
|
$120.18
|
277,369
|
$1.52 billion
|
01/25/20-02/21/20
|
7,346
|
|
(3)
|
$116.58
|
—
|
$1.52 billion
|
02/22/20-03/27/20
|
2,972,876
|
|
(4)
|
$84.63
|
2,961,938
|
$1.27 billion
|
Total
|
3,257,704
|
|
|
|
3,239,307
|
|
Exhibit
Number
|
Exhibit Description
|
Form
|
Incorporated by Reference
|
Filed Herewith
|
||
File No.
|
Exhibit
|
Filing Date
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
|
|
|
|
|
|
|
|
|
|
|
|
SKYWORKS SOLUTIONS, INC.
|
|
|
|
|
|
Date:
|
May 4, 2020
|
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.
|
I have reviewed this quarterly report on Form 10-Q 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 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
|
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:
|
May 4, 2020
|
|
|
|
/s/ Liam K. Griffin
|
|
Liam K. Griffin
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 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
|
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:
|
May 4, 2020
|
|
|
|
/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
|
May 4, 2020
|
(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
|
May 4, 2020
|