Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| (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 | Pages 42 through 62 | |
| 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 |
The exhibits required by Item 601 of Regulation S-K are filed herewith and incorporated by reference herein. The response to this portion of Item 15 is submitted under Item 15 (a) (3).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 22, 2016
| SKYWORKS SOLUTIONS, INC. | ||
| Registrant | ||
| By: | /s/ Liam K. Griffin | |
| Liam K. Griffin | ||
| President and Chief Executive Officer | ||
| Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 22, 2016.
| 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 | ||
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
| 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 |
(1) Includes acquired balances
EXHIBIT INDEX
| 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 |
- Indicates a management contract or compensatory plan or arrangement.
Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.