NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Skyworks Solutions, Inc., together with its consolidated subsidiaries (“Skyworks” or the “Company”), is empowering the wireless networking revolution. The Company’s highly innovative analog semiconductors are connecting people, places, and things, spanning a number of new and previously unimagined applications within the automotive, broadband, cellular infrastructure, connected home, industrial, medical, military, smartphone, tablet and wearable markets.
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2017, filed with the SEC on November 13, 2017, as amended by Amendment No. 1 to such Annual Report on Form 10-K, filed with the SEC on January 26, 2018 (the “2017 10-K”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, comprehensive income and accumulated other comprehensive loss that are reported in these unaudited consolidated financial statements and accompanying disclosures. The Company evaluates its estimates on an ongoing basis using historical experience and other factors, including the current economic environment. Significant judgment is required in determining the reserves for and fair value of items such as allowance for doubtful accounts, overall fair value assessments of assets and liabilities, particularly those classified as Level 2 or Level 3 in the fair value hierarchy, inventory, intangible assets associated with business combinations, share-based compensation, loss contingencies, and income taxes. In addition, significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows for any necessary impairment testing. Actual results could differ significantly from these estimates.
The Company’s fiscal year ends on the Friday closest to September 30. Fiscal year 2018 consists of
52
weeks and ends on
September 28, 2018
. Fiscal year 2017 consisted of
52
weeks and ended on
September 29, 2017
. The
first
quarters of fiscal year 2018 and fiscal year 2017 each consisted of
13
weeks and ended on
December 29, 2017
, and
December 30, 2016
, respectively.
Recently Adopted Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09,
Improvements to Employee Share-Based Payment Accounting,
which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 at the beginning of the first quarter of fiscal year 2018. As a result of adoption, the Company recognized a discrete income tax benefit of
$16.2 million
to the income tax provision for excess tax benefits generated by the settlement of share-based awards in the first quarter of fiscal year 2018. The adoption also resulted in an increase in cash flow from operations and a decrease of cash flow from financing of
$16.2 million
in the first quarter of fiscal year 2018. Prior periods have not been adjusted. The Company has elected to account for forfeitures as they occur and will no longer estimate future forfeitures. The change in accounting for forfeitures was applied using a modified retrospective transition method and resulted in a cumulative-effect adjustment to retained earnings as of the beginning of the first quarter of fiscal year 2018 in the amount of
$1.9 million
. Forfeitures in the future will now be recorded as a benefit in the period they are realized.
Supplemental Cash Flow Information
At December 29, 2017, the Company had
$13.6 million
for capital equipment that was accrued to other long-term liabilities, and
$8.6 million
for capital equipment that was accrued to accounts payable. These amounts accrued for capital equipment purchases have been excluded from the consolidated statements of cash flows for the three months ended December 29, 2017, and are expected to be paid in subsequent periods.
2. FAIR VALUE
The Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
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•
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Level 1 - Quoted prices in active markets for identical assets or liabilities.
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•
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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.
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•
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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.
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Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
The Company measures certain assets and liabilities at fair value on a recurring basis such as its financial instruments. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the
three months ended
December 29, 2017
.
Contingent consideration related to business combinations is recorded as a Level 3 liability because management uses significant judgments and unobservable inputs to determine the fair value. The Company reassesses the fair value of its contingent consideration liabilities on a quarterly basis and records any fair value adjustments to earnings in the period that they are determined.
Assets and liabilities recorded at fair value on a recurring basis consisted of the following (in millions):
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As of December 29, 2017
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As of September 29, 2017
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Fair Value Measurements
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Fair Value Measurements
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Total
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Level 1
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Level 2
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Level 3
|
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Total
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Level 1
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Level 2
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Level 3
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Assets
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Money market funds
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$
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629.2
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|
$
|
629.2
|
|
|
$
|
—
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|
|
$
|
—
|
|
|
$
|
592.6
|
|
|
$
|
592.6
|
|
|
$
|
—
|
|
|
$
|
—
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|
Total
|
$
|
629.2
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|
$
|
629.2
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|
$
|
—
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|
$
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—
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|
|
$
|
592.6
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|
$
|
592.6
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|
$
|
—
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$
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—
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Liabilities
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Contingent consideration liability recorded for business combinations
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$
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11.9
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$
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—
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$
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—
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$
|
11.9
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|
$
|
11.9
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|
$
|
—
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|
|
$
|
—
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|
|
$
|
11.9
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|
Total
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$
|
11.9
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|
$
|
—
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|
|
$
|
—
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|
|
$
|
11.9
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|
$
|
11.9
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|
$
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—
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|
|
$
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—
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$
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11.9
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|
There were no changes to the fair value of the Level 3 liabilities during the three months ended
December 29, 2017
.
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets and liabilities, such as goodwill, intangible assets, and other long-lived assets resulting from business combinations, are measured at fair value using income approach valuation methodologies at the date of acquisition and are subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the
three months ended
December 29, 2017
.
3. INVENTORY
Inventory consists of the following (in millions):
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As of
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December 29,
2017
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September 29,
2017
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Raw materials
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$
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24.9
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$
|
24.6
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Work-in-process
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302.7
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330.6
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Finished goods
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115.9
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123.0
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Finished goods held on consignment by customers
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15.1
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15.3
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Total inventory
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$
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458.6
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$
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493.5
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4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consists of the following (in millions):
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As of
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December 29,
2017
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September 29,
2017
|
Land and improvements
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$
|
11.6
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$
|
11.6
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Buildings and improvements
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142.3
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137.8
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Furniture and fixtures
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29.7
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|
29.5
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Machinery and equipment
|
1,815.3
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1,715.3
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Construction in progress
|
109.0
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164.8
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Total property, plant and equipment, gross
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2,107.9
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|
2,059.0
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Accumulated depreciation
|
(1,238.8
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)
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(1,176.7
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)
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Total property, plant and equipment, net
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$
|
869.1
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$
|
882.3
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5. GOODWILL AND INTANGIBLE ASSETS
There were no changes to the carrying amount of goodwill during the
three months ended
December 29, 2017
.
The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. There were no indicators of impairment noted during the
three months ended
December 29, 2017
.
Intangible assets consist of the following (in millions):
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As of
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As of
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Weighted
Average
Amortization
Period (Years)
|
December 29, 2017
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September 29, 2017
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Gross
Carrying
Amount
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Accumulated
Amortization
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Net
Carrying
Amount
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Gross
Carrying Amount
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Accumulated
Amortization
|
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Net
Carrying
Amount
|
Customer relationships
|
5
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$
|
78.5
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|
$
|
(64.6
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)
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$
|
13.9
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|
$
|
78.5
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|
$
|
(63.4
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)
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$
|
15.1
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Developed technology and other
|
5
|
150.2
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(113.6
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)
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36.6
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150.2
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|
(110.9
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)
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39.3
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Trademarks
|
3
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1.6
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(0.4
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)
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1.2
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1.6
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(0.3
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)
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1.3
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Internally developed software
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3
|
18.0
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(1.5
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)
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16.5
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12.1
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—
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12.1
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|
Total intangible assets
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$
|
248.3
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$
|
(180.1
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)
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$
|
68.2
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|
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$
|
242.4
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|
$
|
(174.6
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)
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$
|
67.8
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|
Annual amortization expense for the next five fiscal years related to intangible assets is expected to be as follows (in millions):
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Remaining 2018
|
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2019
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2020
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2021
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2022
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Thereafter
|
Amortization expense
|
$
|
16.2
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|
$
|
20.1
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|
$
|
17.4
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|
$
|
8.5
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$
|
0.5
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$
|
5.5
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6. INCOME TAXES
The provision for income taxes consists of the following components (in millions):
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Three Months Ended
|
|
December 29,
2017
|
|
December 30,
2016
|
United States income taxes
|
$
|
304.9
|
|
|
$
|
56.5
|
|
Foreign income taxes
|
10.3
|
|
|
6.8
|
|
Provision for income taxes
|
$
|
315.2
|
|
|
$
|
63.3
|
|
|
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|
Effective tax rate
|
81.7
|
%
|
|
19.7
|
%
|
The difference between the Company’s effective tax rate and the
24.6%
United States federal statutory rate for the
three months ended
December 29, 2017
, resulted primarily from a one-time charge of
$257.8 million
related to the mandatory deemed repatriation tax on foreign earnings, a one-time charge of
$18.5 million
related to the revaluation of the deferred tax assets and liabilities related to tax reform, and an increase in tax expense related to a change in the reserve for uncertain tax positions, partially offset by foreign earnings taxed at rates lower than the federal statutory rate, the domestic production activities deduction, research and experimentation tax credits earned, and a benefit of $
16.2 million
related to windfall stock deductions.
On December 22, 2017, the President of the United States signed into law new tax legislation, which includes, among other things, a reduction of the United States corporate tax rate from 35% to
21%
, a mandatory deemed repatriation tax on foreign earnings, repeal of the corporate alternative minimum tax and the domestic production activities deduction, and expensing of certain capital investments. The new law makes fundamental changes to the taxation of multinational entities, including a shift from worldwide taxation with deferral to a hybrid territorial system, featuring a participation exemption regime, a minimum tax on low-taxed foreign earnings, and new measures to deter base erosion and promote export from the United States. The Company expects this tax reform to have significant continued impact on its provision for income taxes and is in the process of evaluating the impact.
Staff Accounting Bulletin 118 (“SAB 118”), provides a measurement period during which companies may analyze the impacts of newly enacted legislation when the company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the new legislation, not to exceed one year. In accordance with SAB 118, the Company has estimated the impact of the new legislation as it pertains to various items, including a one-time charge of
$257.8 million
related to the mandatory deemed repatriation tax on foreign earnings and a one-time charge of
$18.5 million
related to the revaluation of its deferred tax assets and liabilities, using the new federal statutory tax rate of
21%
. The Company believes these amounts are reasonable estimates; however these amounts are provisional and are subject to change. Additional time is needed to gather the information necessary to finalize the computations of the impact of the new tax legislation. The changes included in the new tax legislation are broad and complex. The final transition impacts of the new tax legislation may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the new tax legislation, any legislative action to address questions that arise because of the new tax legislation, any changes in accounting standards for income taxes or related interpretations in response to the new tax legislation, or any updates or changes to estimates the Company has utilized to calculate the transition impacts. SAB 118 would allow for a measurement period of up to one year after the enactment date of the new tax legislation to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by the end of its current fiscal year ending September 28, 2018.
The reduction of the corporate tax rate to
21%
is effective within fiscal year 2018, therefore the Company is subject to a blended fiscal year 2018 tax rate of approximately
24.6%
, which is computed by using the number of days of the fiscal year during which the Company is subject to the old tax rate of 35% and the number of days the Company is subject to the newly enacted tax rate of
21%
.
Accrued taxes of
$62.5 million
and
$32.2 million
have been included in other current liabilities within the consolidated balance sheets as of December 29, 2017, and December 30, 2016, respectively. The
$257.8 million
deemed repatriation tax is payable over the next eight years,
$20.6 million
per year for each of the next five years, followed by payments of
$38.7 million
,
$51.6 million
, and
$64.5 million
in years six through eight, respectively. The Company has accrued
$237.2 million
of the deemed repatriation tax in long term liabilities within the consolidated balance sheet as of December 29, 2017. Certain balances accrued by the Company during the three months ended December 29, 2017, related to the enactment of the legislation, including a charge related to the mandatory deemed repatriation tax on foreign earnings and the revaluation of the Company’s deferred tax assets and liabilities, are based on estimates which will be refined during the measurement period as defined in Staff Accounting Bulletin No. 118.
The difference between the Company’s effective tax rate and the
35%
United States federal statutory rate for the
three months ended
December 30, 2016
, resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, the domestic production activities deduction, research and experimentation tax credits earned, and benefits from the settlement of a Canadian audit of the fiscal years 2010 and 2011 income tax returns, partially offset by an increase in the Company’s tax expense related to a change in the Company’s reserve for uncertain tax positions.
7. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, various lawsuits, claims and proceedings have been, and may in the future be, instituted or asserted against the Company, including those pertaining to patent infringement, intellectual property, environmental hazards, product liability and warranty, safety and health, employment and contractual matters.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights. From time to time, third parties have asserted and may in the future assert patent, copyright, trademark and other intellectual property rights to technologies that are important to the Company’s business and have demanded and may in the future demand that the Company license their technology. The outcome of any such litigation cannot be predicted with certainty and some such lawsuits, claims or proceedings may be disposed of unfavorably to the Company. Generally speaking, intellectual property disputes often have a risk of injunctive relief, which, if imposed against the Company, could materially and adversely affect the Company’s financial condition, or results of operations. From time to time the Company may also be involved in legal proceedings in the ordinary course of business.
The Company monitors the status of legal proceedings and other contingencies on an ongoing basis to ensure loss contingencies are recognized and/or disclosed in its financial statements and footnotes. The Company does not believe there are any pending legal proceedings that are reasonably possible to result in a material loss. The Company is engaged in various legal actions in the normal course of business and, while there can be no assurances, the Company believes the outcome of all pending litigation involving the Company will not have, individually or in the aggregate, a material adverse effect on its business.
Guarantees and Indemnifications
The Company has made no significant contractual guarantees for the benefit of third parties. However, the Company generally indemnifies its customers from third-party intellectual property infringement litigation claims related to its products and, on occasion, also provides other indemnities related to product sales. In connection with certain facility leases, the Company has indemnified its lessors for certain claims arising from the facility or the lease.
The Company indemnifies its directors and officers to the maximum extent permitted under the laws of the state of Delaware. The duration of the indemnities varies, and in many cases is indefinite. The indemnities to customers in connection with product sales generally are subject to limits based upon the amount of the related product sales and in many cases are subject to geographic and other restrictions. In certain instances, the Company’s indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying consolidated balance sheets and does not expect that such obligations will have a material adverse impact on its financial condition or results of operations.
8. STOCKHOLDERS’ EQUITY
Stock Repurchase Program
On January 17, 2017, the Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to repurchase up to
$500 million
of its common stock from time to time prior to January 17, 2019, on the open market or in privately negotiated transactions, as permitted by securities laws and other legal requirements. During the three months ended
December 29, 2017
, the Company paid
$172.5 million
(including commissions) in connection with the repurchase of
1.65 million
shares of its common stock (paying an average price of
$104.52
per share). As of
December 29, 2017
,
$1.7 million
remained available under the existing stock repurchase authorization.
On
January 31, 2018
, the Board of Directors approved a new stock repurchase program, pursuant to which the Company is authorized to repurchase up to
$1 billion
of its common stock from time to time prior to
January 31, 2020
, on the open market or in privately negotiated transactions, as permitted by securities laws and other legal requirements. This newly authorized stock repurchase plan replaces in its entirety the aforementioned January 17, 2017, plan. The timing and amount of any shares of the Company’s common stock that are repurchased under the new repurchase program will be determined by the Company’s
management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time. The Company currently expects to fund the repurchase program using the Company’s working capital.
Dividends
On
February 5, 2018
, the Company announced that the Board of Directors had declared a cash dividend on its common stock of
$0.32
per share, payable on
March 15, 2018
, to the Company’s stockholders of record as of the close of business on
February 22, 2018
. During the three months ended
December 29, 2017
, the Company declared and paid a
$0.32
dividend per common share with a total charge to retained earnings of
$58.8 million
.
Share-based Compensation
The following table summarizes the share-based compensation expense by line item in the Statements of Operations (in millions):
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|
Three Months Ended
|
|
December 29,
2017
|
|
December 30,
2016
|
Cost of goods sold
|
$
|
4.1
|
|
|
$
|
3.8
|
|
Research and development
|
11.2
|
|
|
8.3
|
|
Selling, general and administrative
|
10.5
|
|
|
9.5
|
|
Total share-based compensation
|
$
|
25.8
|
|
|
$
|
21.6
|
|
On November 15, 2017, the Company agreed to potentially issue not more than
1%
of our common stock to an unaffiliated third party as a contingent consideration for its role under a multi-year collaboration agreement, upon the achievement of certain product sales milestones. The shares have been valued utilizing a Monte Carlo valuation model and could be issued after mid-2020. The shares will be marked to estimated fair value each reporting period through earnings. The amount recorded in the statement of operations within selling, general and administrative expense for the three months ended December 29, 2017, is not material.
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share amounts):
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Three Months Ended
|
|
December 29,
2017
|
|
December 30,
2016
|
Net income
|
$
|
70.4
|
|
|
$
|
257.8
|
|
|
|
|
|
Weighted average shares outstanding – basic
|
183.1
|
|
|
184.8
|
|
Dilutive effect of equity based awards
|
2.4
|
|
|
2.5
|
|
Weighted average shares outstanding – diluted
|
185.5
|
|
|
187.3
|
|
|
|
|
|
Net income per share – basic
|
$
|
0.38
|
|
|
$
|
1.39
|
|
Net income per share – diluted
|
$
|
0.38
|
|
|
$
|
1.38
|
|
|
|
|
|
Anti-dilutive common stock equivalents
|
0.4
|
|
|
1.4
|
|
Basic earnings per share are calculated by dividing net income by the weighted average number of shares of the Company’s common stock outstanding during the period. The calculation of diluted earnings per share includes the dilutive effect of equity based awards that were outstanding during the
three months ended
December 29, 2017
, and
December 30, 2016
, using the treasury stock method. Certain of the Company’s outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future.
10. RESTRUCTURING AND OTHER CHARGES
During the three months ended December 29, 2017, the Company paid the
$0.2 million
in restructuring-related charges that remained accrued at September 29, 2017, but did not incur any restructuring-related charges during the period.