x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
|
77-0188631
|
(State or other jurisdiction of
incorporation or organization)
|
|
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
2100 Logic Drive, San Jose, California
|
|
|
|
95124
|
(Address of principal executive offices)
|
|
|
|
(Zip Code)
|
Class
|
|
Shares Outstanding as of July 14, 2017
|
Common Stock, $0.01 par value
|
|
248,601,515
|
|
|
|
|
PART I.
|
FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements
|
|
Three Months Ended
|
||||||
(In thousands, except per share amounts)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net revenues
|
$
|
615,446
|
|
|
$
|
574,981
|
|
Cost of revenues
|
192,095
|
|
|
168,297
|
|
||
Gross margin
|
423,351
|
|
|
406,684
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
153,051
|
|
|
136,125
|
|
||
Selling, general and administrative
|
89,175
|
|
|
83,110
|
|
||
Amortization of acquisition-related intangibles
|
705
|
|
|
1,244
|
|
||
Total operating expenses
|
242,931
|
|
|
220,479
|
|
||
Operating income
|
180,420
|
|
|
186,205
|
|
||
Interest and other income (expense), net
|
1,839
|
|
|
(4,587
|
)
|
||
Income before income taxes
|
182,259
|
|
|
181,618
|
|
||
Provision for income taxes
|
15,014
|
|
|
18,569
|
|
||
Net income
|
$
|
167,245
|
|
|
$
|
163,049
|
|
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
0.67
|
|
|
$
|
0.64
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.61
|
|
Cash dividends per common share
|
$
|
0.35
|
|
|
$
|
0.33
|
|
Shares used in per share calculations:
|
|
|
|
||||
Basic
|
247,911
|
|
|
252,901
|
|
||
Diluted
|
265,797
|
|
|
266,206
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net income
|
$
|
167,245
|
|
|
$
|
163,049
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||
Change in net unrealized gains on available-for-sale securities
|
5,250
|
|
|
3,726
|
|
||
Reclassification adjustment for gains on available-for-sale securities
|
(48
|
)
|
|
(48
|
)
|
||
Net change in unrealized gains (losses) on hedging transactions
|
1,425
|
|
|
(195
|
)
|
||
Reclassification adjustment for gains on hedging transactions
|
(338
|
)
|
|
(293
|
)
|
||
Cumulative translation adjustment, net
|
1,760
|
|
|
36
|
|
||
Other comprehensive income
|
8,049
|
|
|
3,226
|
|
||
Total comprehensive income
|
$
|
175,294
|
|
|
$
|
166,275
|
|
(In thousands, except par value amounts)
|
July 1, 2017
|
|
April 1, 2017
[1]
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,059,355
|
|
|
$
|
966,695
|
|
Short-term investments
|
2,588,207
|
|
|
2,354,762
|
|
||
Accounts receivable, net
|
268,257
|
|
|
243,915
|
|
||
Inventories
|
215,210
|
|
|
227,033
|
|
||
Prepaid expenses and other current assets
|
96,879
|
|
|
87,711
|
|
||
Total current assets
|
4,227,908
|
|
|
3,880,116
|
|
||
Property, plant and equipment, at cost
|
846,192
|
|
|
839,458
|
|
||
Accumulated depreciation and amortization
|
(542,982
|
)
|
|
(535,633
|
)
|
||
Net property, plant and equipment
|
303,210
|
|
|
303,825
|
|
||
Long-term investments
|
106,862
|
|
|
116,288
|
|
||
Goodwill
|
161,287
|
|
|
161,287
|
|
||
Acquisition-related intangibles, net
|
2,871
|
|
|
3,576
|
|
||
Other assets
|
284,924
|
|
|
275,440
|
|
||
Total Assets
|
$
|
5,087,062
|
|
|
$
|
4,740,532
|
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
106,234
|
|
|
$
|
108,293
|
|
Accrued payroll and related liabilities
|
202,230
|
|
|
176,601
|
|
||
Income taxes payable
|
8,282
|
|
|
6,309
|
|
||
Deferred income on shipments to distributors
|
43,750
|
|
|
54,567
|
|
||
Other accrued liabilities
|
79,337
|
|
|
95,098
|
|
||
Current portion of long-term debt
|
—
|
|
|
456,328
|
|
||
Total current liabilities
|
439,833
|
|
|
897,196
|
|
||
Long-term debt
|
1,737,410
|
|
|
995,247
|
|
||
Deferred tax liabilities
|
346,566
|
|
|
317,639
|
|
||
Long-term income taxes payable
|
5,294
|
|
|
4,503
|
|
||
Other long-term liabilities
|
19,692
|
|
|
16,908
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Temporary equity (Note 10)
|
—
|
|
|
1,406
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $.01 par value (none issued and outstanding)
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value
|
2,481
|
|
|
2,480
|
|
||
Additional paid-in capital
|
808,821
|
|
|
803,522
|
|
||
Retained earnings
|
1,743,597
|
|
|
1,726,312
|
|
||
Accumulated other comprehensive loss
|
(16,632
|
)
|
|
(24,681
|
)
|
||
Total stockholders’ equity
|
2,538,267
|
|
|
2,507,633
|
|
||
Total Liabilities, Temporary Equity and Stockholders’ Equity
|
$
|
5,087,062
|
|
|
$
|
4,740,532
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
167,245
|
|
|
$
|
163,049
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
11,232
|
|
|
11,625
|
|
||
Amortization
|
3,729
|
|
|
3,713
|
|
||
Stock-based compensation
|
32,036
|
|
|
29,404
|
|
||
Net gain on sale of available-for-sale securities
|
(446
|
)
|
|
(209
|
)
|
||
Amortization of debt discounts
|
1,676
|
|
|
3,016
|
|
||
Provision for deferred income taxes
|
26,058
|
|
|
(1,493
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(24,342
|
)
|
|
90,444
|
|
||
Inventories
|
11,691
|
|
|
(16,828
|
)
|
||
Prepaid expenses and other current assets
|
(5,023
|
)
|
|
3,044
|
|
||
Other assets
|
(8,690
|
)
|
|
(3,572
|
)
|
||
Accounts payable
|
(3,049
|
)
|
|
11,784
|
|
||
Accrued liabilities
|
2,519
|
|
|
6,633
|
|
||
Income taxes payable
|
(12,910
|
)
|
|
18,248
|
|
||
Deferred income on shipments to distributors
|
(10,818
|
)
|
|
19,778
|
|
||
Net cash provided by operating activities
|
190,908
|
|
|
338,636
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of available-for-sale securities
|
(832,705
|
)
|
|
(891,186
|
)
|
||
Proceeds from sale and maturity of available-for-sale securities
|
613,396
|
|
|
827,689
|
|
||
Purchases of property, plant and equipment
|
(9,926
|
)
|
|
(20,637
|
)
|
||
Other investing activities
|
(3,008
|
)
|
|
(3,500
|
)
|
||
Net cash used in investing activities
|
(232,243
|
)
|
|
(87,634
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchases of common stock
|
(67,062
|
)
|
|
(100,154
|
)
|
||
Restricted stock units withholdings
|
(933
|
)
|
|
(626
|
)
|
||
Proceeds from issuance of common stock through various stock plans
|
2,003
|
|
|
11,923
|
|
||
Payment of dividends to stockholders
|
(87,303
|
)
|
|
(83,599
|
)
|
||
Repayment of convertible debt
|
(457,918
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt, net
|
745,871
|
|
|
—
|
|
||
Other financing activities
|
(663
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
133,995
|
|
|
(172,456
|
)
|
||
Net increase in cash and cash equivalents
|
92,660
|
|
|
78,546
|
|
||
Cash and cash equivalents at beginning of period
|
966,695
|
|
|
503,816
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,059,355
|
|
|
$
|
582,362
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
5,795
|
|
|
$
|
7,875
|
|
Income taxes paid, net
|
$
|
1,873
|
|
|
$
|
1,832
|
|
Note 1.
|
Basis of Presentation
|
Note 2.
|
Recent Accounting Changes and Accounting Pronouncements
|
Note 3.
|
Significant Customers and Concentrations of Credit Risk
|
Note 4.
|
Fair Value Measurements
|
|
|
July 1, 2017
|
||||||||||||||
(In thousands)
|
|
Quoted
Prices in Active Markets for Identical Instruments (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair
Value |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
379,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
379,788
|
|
Financial institution securities
|
|
—
|
|
|
124,968
|
|
|
—
|
|
|
124,968
|
|
||||
Non-financial institution securities
|
|
—
|
|
|
232,666
|
|
|
—
|
|
|
232,666
|
|
||||
U.S. government and agency securities
|
|
24,995
|
|
|
64,466
|
|
|
—
|
|
|
89,461
|
|
||||
Foreign government and agency securities
|
|
—
|
|
|
164,883
|
|
|
|
|
|
164,883
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Financial institution securities
|
|
—
|
|
|
299,618
|
|
|
—
|
|
|
299,618
|
|
||||
Non-financial institution securities
|
|
—
|
|
|
201,308
|
|
|
—
|
|
|
201,308
|
|
||||
U.S. government and agency securities
|
|
26,311
|
|
|
41,483
|
|
|
—
|
|
|
67,794
|
|
||||
Foreign government and agency securities
|
|
—
|
|
|
229,241
|
|
|
—
|
|
|
229,241
|
|
||||
Mortgage-backed securities
|
|
—
|
|
|
1,139,975
|
|
|
—
|
|
|
1,139,975
|
|
||||
Debt mutual funds
|
|
—
|
|
|
34,107
|
|
|
—
|
|
|
34,107
|
|
||||
Bank loans
|
|
—
|
|
|
164,744
|
|
|
—
|
|
|
164,744
|
|
||||
Asset-backed securities
|
|
—
|
|
|
221,225
|
|
|
—
|
|
|
221,225
|
|
||||
Commercial mortgage-backed securities
|
|
—
|
|
|
230,195
|
|
|
—
|
|
|
230,195
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
—
|
|
|
49,597
|
|
|
—
|
|
|
49,597
|
|
||||
Debt mutual fund
|
|
—
|
|
|
55,790
|
|
|
—
|
|
|
55,790
|
|
||||
Asset-backed securities
|
|
—
|
|
|
1,475
|
|
|
—
|
|
|
1,475
|
|
||||
Total assets measured at fair value
|
|
$
|
431,094
|
|
|
$
|
3,255,741
|
|
|
$
|
—
|
|
|
$
|
3,686,835
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments, net
|
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
—
|
|
|
$
|
501
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
—
|
|
|
$
|
501
|
|
Net assets measured at fair value
|
|
$
|
431,094
|
|
|
$
|
3,255,240
|
|
|
$
|
—
|
|
|
$
|
3,686,334
|
|
|
April 1, 2017
|
||||||||||||||
(In thousands)
|
Quoted
Prices in Active Markets for Identical Instruments (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total Fair
Value |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
298,307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
298,307
|
|
Financial institution securities
|
—
|
|
|
158,962
|
|
|
—
|
|
|
158,962
|
|
||||
Non-financial institution securities
|
—
|
|
|
205,322
|
|
|
—
|
|
|
205,322
|
|
||||
U.S. government and agency securities
|
2,998
|
|
|
50,984
|
|
|
—
|
|
|
53,982
|
|
||||
Foreign government and agency securities
|
—
|
|
|
177,310
|
|
|
—
|
|
|
177,310
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|||||||
Financial institution securities
|
—
|
|
|
189,835
|
|
|
—
|
|
|
189,835
|
|
||||
Non-financial institution securities
|
—
|
|
|
203,938
|
|
|
—
|
|
|
203,938
|
|
||||
U.S. government and agency securities
|
31,732
|
|
|
44,820
|
|
|
—
|
|
|
76,552
|
|
||||
Foreign government and agency securities
|
—
|
|
|
144,811
|
|
|
—
|
|
|
144,811
|
|
||||
Mortgage-backed securities
|
—
|
|
|
1,115,403
|
|
|
—
|
|
|
1,115,403
|
|
||||
Debt mutual fund
|
—
|
|
|
34,068
|
|
|
—
|
|
|
34,068
|
|
||||
Bank loans
|
—
|
|
|
154,014
|
|
|
—
|
|
|
154,014
|
|
||||
Asset-backed securities
|
—
|
|
|
218,170
|
|
|
—
|
|
|
218,170
|
|
||||
Commercial mortgage-backed securities
|
—
|
|
|
217,971
|
|
|
—
|
|
|
217,971
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
|
|||||||
Mortgage-backed securities
|
—
|
|
|
60,099
|
|
|
—
|
|
|
60,099
|
|
||||
Debt mutual fund
|
—
|
|
|
54,608
|
|
|
—
|
|
|
54,608
|
|
||||
Asset-backed securities
|
—
|
|
|
1,581
|
|
|
—
|
|
|
1,581
|
|
||||
Derivative financial instruments, net
|
—
|
|
|
1,661
|
|
|
—
|
|
|
1,661
|
|
||||
Total assets measured at fair value
|
$
|
333,037
|
|
|
$
|
3,033,557
|
|
|
$
|
—
|
|
|
$
|
3,366,594
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Balance as of beginning of period
|
$
|
—
|
|
|
$
|
9,977
|
|
Total realized and unrealized gains (losses):
|
|
|
|
||||
Included in other comprehensive income
|
—
|
|
|
91
|
|
||
Balance as of end of period
|
$
|
—
|
|
|
$
|
10,068
|
|
Note 5.
|
Financial Instruments
|
|
July 1, 2017
|
|
|
April 1, 2017
|
||||||||||||||||||||||||||||
(In thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||||||||||
Money market funds
|
$
|
379,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
379,788
|
|
|
|
$
|
298,307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
298,307
|
|
Financial institution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
securities
|
424,586
|
|
|
—
|
|
|
—
|
|
|
424,586
|
|
|
|
348,797
|
|
|
—
|
|
|
—
|
|
|
348,797
|
|
||||||||
Non-financial institution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
securities
|
433,609
|
|
|
700
|
|
|
(335
|
)
|
|
433,974
|
|
|
|
409,109
|
|
|
647
|
|
|
(496
|
)
|
|
409,260
|
|
||||||||
U.S. government and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
agency securities
|
157,433
|
|
|
4
|
|
|
(182
|
)
|
|
157,255
|
|
|
|
130,749
|
|
|
8
|
|
|
(223
|
)
|
|
130,534
|
|
||||||||
Foreign government and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
agency securities
|
394,121
|
|
|
3
|
|
|
—
|
|
|
394,124
|
|
|
|
322,172
|
|
|
—
|
|
|
(51
|
)
|
|
322,121
|
|
||||||||
Mortgage-backed securities
|
1,194,714
|
|
|
5,407
|
|
|
(10,549
|
)
|
|
1,189,572
|
|
|
|
1,186,732
|
|
|
3,527
|
|
|
(14,757
|
)
|
|
1,175,502
|
|
||||||||
Asset-backed securities
|
222,552
|
|
|
589
|
|
|
(441
|
)
|
|
222,700
|
|
|
|
220,033
|
|
|
404
|
|
|
(686
|
)
|
|
219,751
|
|
||||||||
Debt mutual funds
|
101,350
|
|
|
—
|
|
|
(11,453
|
)
|
|
89,897
|
|
|
|
101,350
|
|
|
—
|
|
|
(12,674
|
)
|
|
88,676
|
|
||||||||
Bank loans
|
164,300
|
|
|
604
|
|
|
(160
|
)
|
|
164,744
|
|
|
|
153,281
|
|
|
839
|
|
|
(106
|
)
|
|
154,014
|
|
||||||||
Commercial mortgage-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
backed securities
|
233,242
|
|
|
246
|
|
|
(3,293
|
)
|
|
230,195
|
|
|
|
221,504
|
|
|
146
|
|
|
(3,679
|
)
|
|
217,971
|
|
||||||||
|
$
|
3,705,695
|
|
|
$
|
7,553
|
|
|
$
|
(26,413
|
)
|
|
$
|
3,686,835
|
|
|
|
$
|
3,392,034
|
|
|
$
|
5,571
|
|
|
$
|
(32,672
|
)
|
|
$
|
3,364,933
|
|
|
July 1, 2017
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
Non-financial institution securities
|
$
|
73,844
|
|
|
$
|
(334
|
)
|
|
$
|
1,018
|
|
|
$
|
(1
|
)
|
|
$
|
74,862
|
|
|
$
|
(335
|
)
|
U.S. government and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
agency securities
|
53,539
|
|
|
(178
|
)
|
|
4,596
|
|
|
(4
|
)
|
|
58,135
|
|
|
(182
|
)
|
||||||
Mortgage-backed securities
|
809,678
|
|
|
(9,098
|
)
|
|
95,890
|
|
|
(1,451
|
)
|
|
905,568
|
|
|
(10,549
|
)
|
||||||
Asset-backed securities
|
125,635
|
|
|
(418
|
)
|
|
5,858
|
|
|
(23
|
)
|
|
131,493
|
|
|
(441
|
)
|
||||||
Debt mutual fund
|
—
|
|
|
—
|
|
|
89,897
|
|
|
(11,453
|
)
|
|
89,897
|
|
|
(11,453
|
)
|
||||||
Bank loans
|
35,556
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
35,556
|
|
|
(160
|
)
|
||||||
Commercial mortgage-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
backed securities
|
150,751
|
|
|
(1,216
|
)
|
|
24,435
|
|
|
(2,077
|
)
|
|
175,186
|
|
|
(3,293
|
)
|
||||||
|
$
|
1,249,003
|
|
|
$
|
(11,404
|
)
|
|
$
|
221,694
|
|
|
$
|
(15,009
|
)
|
|
$
|
1,470,697
|
|
|
$
|
(26,413
|
)
|
|
April 1, 2017
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
Non-financial institution securities
|
$
|
68,850
|
|
|
$
|
(492
|
)
|
|
$
|
1,022
|
|
|
$
|
(4
|
)
|
|
$
|
69,872
|
|
|
$
|
(496
|
)
|
U.S. government and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
agency securities
|
64,895
|
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
64,895
|
|
|
(223
|
)
|
||||||
Mortgage-backed securities
|
811,058
|
|
|
(11,872
|
)
|
|
139,931
|
|
|
(2,885
|
)
|
|
950,989
|
|
|
(14,757
|
)
|
||||||
Asset-backed securities
|
119,845
|
|
|
(651
|
)
|
|
4,689
|
|
|
(35
|
)
|
|
124,534
|
|
|
(686
|
)
|
||||||
Debt mutual funds
|
—
|
|
|
—
|
|
|
88,676
|
|
|
(12,674
|
)
|
|
88,676
|
|
|
(12,674
|
)
|
||||||
Bank loans
|
15,139
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
15,139
|
|
|
(106
|
)
|
||||||
Foreign government and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
agency securities
|
64,857
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
64,857
|
|
|
(51
|
)
|
||||||
Commercial mortgage-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
backed securities
|
165,393
|
|
|
(1,706
|
)
|
|
24,362
|
|
|
(1,973
|
)
|
|
189,755
|
|
|
(3,679
|
)
|
||||||
|
$
|
1,310,037
|
|
|
$
|
(15,101
|
)
|
|
$
|
258,680
|
|
|
$
|
(17,571
|
)
|
|
$
|
1,568,717
|
|
|
$
|
(32,672
|
)
|
|
July 1, 2017
|
||||||
(In thousands)
|
Amortized
Cost |
|
Estimated
Fair Value |
||||
Due in one year or less
|
$
|
1,224,751
|
|
|
$
|
1,224,739
|
|
Due after one year through five years
|
477,162
|
|
|
475,193
|
|
||
Due after five years through ten years
|
319,892
|
|
|
319,444
|
|
||
Due after ten years
|
1,202,752
|
|
|
1,197,774
|
|
||
|
$
|
3,224,557
|
|
|
$
|
3,217,150
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Proceeds from sale of available-for-sale securities
|
$
|
119,922
|
|
|
$
|
99,474
|
|
Gross realized gains on sale of available-for-sale securities
|
$
|
832
|
|
|
$
|
721
|
|
Gross realized losses on sale of available-for-sale securities
|
(386
|
)
|
|
(512
|
)
|
||
Net realized gains on sale of available-for-sale securities
|
$
|
446
|
|
|
$
|
209
|
|
Amortization of premiums on available-for-sale securities
|
$
|
5,522
|
|
|
$
|
6,762
|
|
Note 6.
|
Derivative Financial Instruments
|
(In thousands and U.S. dollars)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Singapore Dollar
|
$
|
21,884
|
|
|
$
|
22,012
|
|
Euro
|
20,073
|
|
|
18,553
|
|
||
Indian Rupee
|
33,175
|
|
|
31,121
|
|
||
British Pound
|
9,896
|
|
|
10,813
|
|
||
Japanese Yen
|
3,759
|
|
|
3,757
|
|
||
|
$
|
88,787
|
|
|
$
|
86,256
|
|
|
Foreign Exchange Contracts and Interest Rate Swap Contracts
|
||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||
(In thousands)
|
Balance Sheet Location
|
Fair Value
|
|
Balance Sheet Location
|
Fair Value
|
||||
July 1, 2017
|
Prepaid expenses and other current assets
|
$
|
3,167
|
|
|
Other accrued liabilities
|
$
|
174
|
|
|
Other assets
|
$
|
—
|
|
|
Other long-term liabilities
|
$
|
3,494
|
|
April 1, 2017
|
Prepaid expenses and other current assets
|
$
|
2,424
|
|
|
Other accrued liabilities
|
$
|
763
|
|
|
Other assets
|
$
|
—
|
|
|
Other long-term liabilities
|
$
|
—
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Amount of gains (losses) recognized in other comprehensive income on derivative (effective portion of cash flow hedging)
|
$
|
1,086
|
|
|
$
|
(488
|
)
|
|
|
|
|
||||
Amount of gains (losses) reclassified from accumulated other comprehensive income into income (effective portion) *
|
$
|
357
|
|
|
$
|
(293
|
)
|
|
|
|
|
||||
Amount of gains (losses) recorded (ineffective portion) *
|
$
|
(19
|
)
|
|
$
|
8
|
|
*
|
Recorded in interest and other income (expense), net within the condensed consolidated statements of income.
|
Note 7.
|
Stock-Based Compensation Plans
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Stock-based compensation included in:
|
|
|
|
||||
Cost of revenues
|
$
|
2,150
|
|
|
$
|
2,119
|
|
Research and development
|
17,466
|
|
|
15,120
|
|
||
Selling, general and administrative
|
12,420
|
|
|
12,165
|
|
||
|
$
|
32,036
|
|
|
$
|
29,404
|
|
|
RSUs Outstanding
|
|||||
(Shares in thousands)
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|||
April 2, 2016
|
6,619
|
|
|
$
|
40.74
|
|
Granted
|
3,398
|
|
|
$
|
44.38
|
|
Vested
|
(2,619
|
)
|
|
$
|
39.49
|
|
Cancelled
|
(410
|
)
|
|
$
|
41.63
|
|
April 1, 2017
|
6,988
|
|
|
$
|
42.93
|
|
Granted
|
317
|
|
|
$
|
57.99
|
|
Vested
|
(1,439
|
)
|
|
$
|
41.45
|
|
Cancelled
|
(95
|
)
|
|
$
|
44.14
|
|
July 1, 2017
|
5,771
|
|
|
$
|
43.66
|
|
|
Three Months Ended
|
||||
|
July 1, 2017
|
|
July 2, 2016
|
||
Risk-free interest rate
|
1.7
|
%
|
|
1.0
|
%
|
Dividend yield
|
2.3
|
%
|
|
2.8
|
%
|
Note 8.
|
Net Income Per Common Share
|
(In thousands, except per share amounts)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net income available to common stockholders
|
$
|
167,245
|
|
|
$
|
163,049
|
|
Weighted average common shares outstanding-basic
|
247,911
|
|
|
252,901
|
|
||
Dilutive effect of employee equity incentive plans
|
3,817
|
|
|
3,064
|
|
||
Dilutive effect of 2017 Convertible Notes and warrants
|
14,069
|
|
|
10,241
|
|
||
Weighted average common shares outstanding-diluted
|
265,797
|
|
|
266,206
|
|
||
Basic net income per common share
|
$
|
0.67
|
|
|
$
|
0.64
|
|
Diluted net income per common share
|
$
|
0.63
|
|
|
$
|
0.61
|
|
Note 9.
|
Inventories
|
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Raw materials
|
$
|
14,208
|
|
|
$
|
14,517
|
|
Work-in-process
|
152,820
|
|
|
161,120
|
|
||
Finished goods
|
48,182
|
|
|
51,396
|
|
||
|
$
|
215,210
|
|
|
$
|
227,033
|
|
Note 10.
|
Debt and Credit Facility
|
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Liability component:
|
|
|
|
||||
Principal amount of the 2017 Convertible Notes
|
$
|
—
|
|
|
$
|
457,918
|
|
Unamortized discount of liability component
|
—
|
|
|
(1,977
|
)
|
||
Hedge accounting adjustment – sale of interest rate swap
|
—
|
|
|
571
|
|
||
Unamortized debt issuance costs associated with 2017 Convertible Notes
|
—
|
|
|
(184
|
)
|
||
Net carrying value of the 2017 Convertible Notes
|
$
|
—
|
|
|
$
|
456,328
|
|
|
|
|
|
||||
Equity component (including temporary equity) – net carrying value
|
$
|
—
|
|
|
$
|
50,688
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Contractual coupon interest
|
$
|
2,300
|
|
|
$
|
3,938
|
|
Amortization of debt issuance costs
|
184
|
|
|
362
|
|
||
Amortization of debt discount, net
|
1,406
|
|
|
2,763
|
|
||
Total interest expense related to the 2017 Convertible Notes
|
$
|
3,890
|
|
|
$
|
7,063
|
|
|
|
|
|
||||
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Principal amount of the 2019 Notes
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Unamortized discount of the 2019 Notes
|
(904
|
)
|
|
(1,037
|
)
|
||
Unamortized debt issuance costs associated with 2019 Notes
|
(569
|
)
|
|
(654
|
)
|
||
Principal amount of the 2021 Notes
|
500,000
|
|
|
500,000
|
|
||
Unamortized discount of the 2021 Notes
|
(1,979
|
)
|
|
(2,107
|
)
|
||
Unamortized debt issuance costs associated with 2021 Notes
|
(895
|
)
|
|
(955
|
)
|
||
Total carrying value
|
$
|
995,653
|
|
|
$
|
995,247
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Contractual coupon interest
|
$
|
6,406
|
|
|
$
|
6,406
|
|
Amortization of debt issuance costs
|
146
|
|
|
146
|
|
||
Amortization of debt discount, net
|
260
|
|
|
253
|
|
||
Total interest expense related to the 2019 Notes and 2021 Notes
|
$
|
6,812
|
|
|
$
|
6,805
|
|
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Principal amount of the 2024 Notes
|
$
|
750,000
|
|
|
$
|
—
|
|
Unamortized discount of the 2024 Notes
|
(838
|
)
|
|
—
|
|
||
Unamortized debt issuance costs associated with 2024 Notes
|
(3,911
|
)
|
|
—
|
|
||
Carrying Value of the 2024 Notes
|
$
|
745,251
|
|
|
$
|
—
|
|
Fair value hedge adjustment — interest rate swap contracts
|
(3,494
|
)
|
|
—
|
|
||
Net carrying value of the 2024 Notes
|
$
|
741,757
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Contractual coupon interest
|
$
|
1,322
|
|
|
$
|
—
|
|
Amortization of debt issuance costs
|
47
|
|
|
—
|
|
||
Amortization of debt discount, net
|
10
|
|
|
—
|
|
||
Total interest expense related to the 2024 Notes
|
$
|
1,379
|
|
|
$
|
—
|
|
Note 12.
|
Interest and Other Income (Expense), Net
|
|
Three Months Ended
|
||||||
(In thousands)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Interest income
|
$
|
13,414
|
|
|
$
|
11,466
|
|
Interest expense
|
(12,081
|
)
|
|
(13,868
|
)
|
||
Other income (expense), net
|
506
|
|
|
(2,185
|
)
|
||
Total interest and other income (expense), net
|
$
|
1,839
|
|
|
$
|
(4,587
|
)
|
Note 13.
|
Accumulated Other Comprehensive Loss
|
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Accumulated unrealized losses on available-for-sale securities, net of tax
|
$
|
(11,888
|
)
|
|
$
|
(17,091
|
)
|
Accumulated unrealized gains on hedging transactions, net of tax
|
1,747
|
|
|
661
|
|
||
Accumulated cumulative translation adjustment, net of tax
|
(6,491
|
)
|
|
(8,251
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(16,632
|
)
|
|
$
|
(24,681
|
)
|
Note 14.
|
Income Taxes
|
Note 15.
|
Commitments
|
Fiscal Year
|
(In thousands)
|
||
2018 (remaining nine months)
|
$
|
4,523
|
|
2019
|
4,772
|
|
|
2020
|
3,667
|
|
|
2021
|
2,398
|
|
|
2022
|
2,398
|
|
|
Thereafter
|
485
|
|
|
Total
|
$
|
18,243
|
|
Note 16.
|
Product Warranty and Indemnification
|
Note 17.
|
Contingencies
|
Note 18.
|
Goodwill and Acquisition-Related Intangibles
|
|
|
|
|
|
|
|
Weighted-Average
|
||
(In thousands)
|
July 1, 2017
|
|
April 1, 2017
|
|
Amortization Life
|
||||
Goodwill
|
$
|
161,287
|
|
|
$
|
161,287
|
|
|
|
Core technology, gross
|
79,981
|
|
|
79,981
|
|
|
|
||
Less accumulated amortization
|
(77,197
|
)
|
|
(76,512
|
)
|
|
|
||
Core technology, net
|
2,784
|
|
|
3,469
|
|
|
5.6 years
|
||
Other intangibles, gross
|
46,766
|
|
|
46,766
|
|
|
|
||
Less accumulated amortization
|
(46,679
|
)
|
|
(46,659
|
)
|
|
|
||
Other intangibles, net
|
87
|
|
|
107
|
|
|
2.6 years
|
||
Total acquisition-related intangibles, gross
|
126,747
|
|
|
126,747
|
|
|
|
||
Less accumulated amortization
|
(123,876
|
)
|
|
(123,171
|
)
|
|
|
||
Total acquisition-related intangibles, net
|
$
|
2,871
|
|
|
$
|
3,576
|
|
|
|
Fiscal Year
|
(In thousands)
|
||
2018 (remaining nine months)
|
$
|
1,218
|
|
2019
|
561
|
|
|
2020
|
468
|
|
|
2021
|
468
|
|
|
2022
|
156
|
|
|
Total
|
$
|
2,871
|
|
Note 19.
|
Subsequent Events
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
||||
|
July 1, 2017
|
|
|
July 2, 2016
|
|
Net revenues
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
31.2
|
|
|
29.3
|
|
Gross margin
|
68.8
|
|
|
70.7
|
|
Operating expenses:
|
|
|
|
|
|
Research and development
|
24.9
|
|
|
23.7
|
|
Selling, general and administrative
|
14.5
|
|
|
14.4
|
|
Amortization of acquisition-related intangibles
|
0.1
|
|
|
0.2
|
|
Total operating expenses
|
39.5
|
|
|
38.3
|
|
Operating income
|
29.3
|
|
|
32.4
|
|
Interest and other income (expense), net
|
0.3
|
|
|
(0.8
|
)
|
Income before income taxes
|
29.6
|
|
|
31.6
|
|
Provision for income taxes
|
2.4
|
|
|
3.2
|
|
Net income
|
27.2
|
%
|
|
28.4
|
%
|
•
|
Advanced Products include our most recent product offerings and consist of the UltraScale+, UltraScale and 7-series product families.
|
•
|
Core Products consist of all other product families.
|
|
Three Months Ended
|
|||||||||||||||
(In millions)
|
July 1, 2017
|
|
% of Total
|
|
% Change
|
|
July 2, 2016
|
|
% of Total
|
|||||||
Advanced Products
|
$
|
322.1
|
|
|
52
|
|
|
33
|
|
|
$
|
242.2
|
|
|
42
|
|
Core Products
|
293.3
|
|
|
48
|
|
|
(12
|
)
|
|
332.8
|
|
|
58
|
|
||
Total net revenues
|
$
|
615.4
|
|
|
100
|
|
|
7
|
|
|
$
|
575.0
|
|
|
100
|
|
|
Three Months Ended
|
|||||||
(% of total net revenues)
|
July 1, 2017
|
|
% Change in Dollars
|
|
July 2, 2016
|
|||
Communications & Data Center
|
41
|
%
|
|
(1
|
)
|
|
44
|
%
|
Industrial, Aerospace & Defense
|
42
|
|
|
17
|
|
|
39
|
|
Broadcast, Consumer & Automotive
|
17
|
|
|
6
|
|
|
17
|
|
Total net revenues
|
100
|
%
|
|
7
|
|
|
100
|
%
|
|
Three Months Ended
|
|||||||||||||||
(In millions)
|
July 1, 2017
|
|
% of Total
|
|
% Change
|
|
July 2, 2016
|
|
% of Total
|
|||||||
North America
|
$
|
175.3
|
|
|
29
|
|
|
(6
|
)
|
|
$
|
186.3
|
|
|
32
|
|
Asia Pacific
|
267.0
|
|
|
43
|
|
|
16
|
|
|
229.5
|
|
|
40
|
|
||
Europe
|
118.9
|
|
|
19
|
|
|
9
|
|
|
109.4
|
|
|
19
|
|
||
Japan
|
54.2
|
|
|
9
|
|
|
9
|
|
|
49.8
|
|
|
9
|
|
||
Total net revenues
|
$
|
615.4
|
|
|
100
|
|
|
7
|
|
|
$
|
575.0
|
|
|
100
|
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Gross margin
|
$
|
423.4
|
|
|
4
|
%
|
|
$
|
406.7
|
|
Percentage of net revenues
|
68.8
|
%
|
|
|
|
70.7
|
%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Research and development
|
$
|
153.1
|
|
|
12
|
%
|
|
$
|
136.1
|
|
Percentage of net revenues
|
25
|
%
|
|
|
|
24
|
%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Selling, general and administrative
|
$
|
89.2
|
|
|
7
|
%
|
|
$
|
83.1
|
|
Percentage of net revenues
|
14
|
%
|
|
|
|
14
|
%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Amortization of acquisition-related intangibles
|
$
|
0.7
|
|
|
(43
|
)%
|
|
$
|
1.2
|
|
Percentage of net revenues
|
—
|
%
|
|
|
|
—
|
%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Stock-based compensation included in:
|
|
|
|
|
|
|
|
|
||
Cost of revenues
|
$
|
2.2
|
|
|
1
|
%
|
|
$
|
2.1
|
|
Research and development
|
17.4
|
|
|
15
|
%
|
|
15.1
|
|
||
Selling, general and administrative
|
12.4
|
|
|
2
|
%
|
|
12.2
|
|
||
|
$
|
32.0
|
|
|
9
|
%
|
|
$
|
29.4
|
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
|
Change
|
|
July 2, 2016
|
|
|||
Interest and other income (expense), net
|
$
|
1.8
|
|
|
(140
|
)%
|
|
$
|
(4.6
|
)
|
Percentage of net revenues
|
—
|
%
|
|
|
|
(1
|
)%
|
|
Three Months Ended
|
|||||||||
(In millions)
|
July 1, 2017
|
|
Change
|
|
July 2, 2016
|
|||||
Provision for income taxes
|
$
|
15.0
|
|
|
(19
|
)%
|
|
$
|
18.6
|
|
Percentage of net revenues
|
2
|
%
|
|
|
|
|
3
|
%
|
||
Effective tax rate
|
8
|
%
|
|
|
|
|
10
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
(In millions and U.S. dollars)
|
July 1, 2017
|
|
April 1, 2017
|
||||
Singapore Dollar
|
$
|
21.9
|
|
|
$
|
22.0
|
|
Euro
|
20.1
|
|
|
18.6
|
|
||
Indian Rupee
|
33.2
|
|
|
31.1
|
|
||
British Pound
|
9.9
|
|
|
10.8
|
|
||
Japanese Yen
|
3.7
|
|
|
3.8
|
|
||
|
$
|
88.8
|
|
|
$
|
86.3
|
|
Item 4.
|
Controls and Procedures
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
timely completion of new product designs;
|
•
|
ability to generate new design opportunities and design wins;
|
•
|
availability of specialized field application engineering resources supporting demand creation and customer adoption of new products;
|
•
|
ability to utilize advanced manufacturing process technologies on circuit geometries of 28nm and smaller;
|
•
|
achieving acceptable yields;
|
•
|
ability to obtain adequate production capacity from our wafer foundries and assembly and test subcontractors;
|
•
|
ability to obtain advanced packaging;
|
•
|
availability of supporting software design tools;
|
•
|
utilization of predefined IP logic;
|
•
|
customer acceptance of advanced features in our new products;
|
•
|
ability of our customers to complete their product designs and bring them to market; and
|
•
|
market acceptance of our customers' products.
|
•
|
product pricing;
|
•
|
time-to-market;
|
•
|
product performance, reliability, quality, power consumption and density;
|
•
|
field upgradeability;
|
•
|
adaptability of products to specific applications;
|
•
|
ease of use and functionality of software design tools;
|
•
|
availability and functionality of predefined IP logic;
|
•
|
inventory and supply chain management;
|
•
|
access to leading-edge process technology and assembly capacity;
|
•
|
ability to provide timely customer service and support; and
|
•
|
access to advanced packaging technology.
|
•
|
high-density programmable logic products characterized by FPGA type architectures;
|
•
|
high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs;
|
•
|
ASICs and ASSPs with incremental amounts of embedded programmable logic;
|
•
|
high-speed, low-density complex programmable logic devices;
|
•
|
high-performance digital signal processing devices;
|
•
|
products with embedded processors;
|
•
|
products with embedded multi-gigabit transceivers;
|
•
|
discrete general purpose GPUs targeting non-graphics applications; and
|
•
|
other new or emerging programmable logic products.
|
•
|
make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the debentures and our other indebtedness;
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general corporate purposes;
|
•
|
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
|
•
|
require us to use a portion of our cash flow from operations to make debt service payments;
|
•
|
limit our flexibility to plan for, or react to, changes in our business and industry;
|
•
|
place us at a competitive disadvantage compared to our less leveraged competitors;
|
•
|
increase our vulnerability to the impact of adverse economic and industry conditions; and
|
•
|
require us to repatriate off-shore cash to the U.S. at unfavorable tax rates.
|
•
|
create certain liens on principal property or the capital stock of certain subsidiaries;
|
•
|
enter into certain sale and leaseback transactions with respect to principal property; and
|
•
|
consolidate or merge with, or convey, transfer or lease all or substantially all our assets, taken as a whole, to, another person.
|
•
|
our ongoing business may be disrupted and our management's attention may be diverted by investment, acquisition, transition or integration activities;
|
•
|
an acquisition or strategic investment may not further our business strategy as we expected, and we may not integrate an acquired company or technology as successfully as we expected;
|
•
|
our operating results or financial condition may be adversely impacted by claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition;
|
•
|
we may have difficulty incorporating acquired technologies or products with our existing product lines;
|
•
|
we may have higher than anticipated costs in continuing support and development of acquired products, and in general and administrative functions that support such products;
|
•
|
our strategic investments may not perform as expected; and
|
•
|
we may experience unexpected changes in how we are required to account for our acquisitions and strategic investments pursuant to U.S. GAAP.
|
Item 2.
|
Unregistered Sale of Equity Securities and Use of Proceeds
|
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
|
||||||
(In thousands, except per share amounts)
|
|
|
|
|
||||||||||
Period
|
|
|||||||||||||
April 2, 2017 to May 6, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
682,133
|
|
May 7, 2017 to June 3, 2017
|
|
558
|
|
|
$
|
65.09
|
|
|
558
|
|
|
$
|
646,187
|
|
June 4, 2017 to July 1, 2017
|
|
472
|
|
|
$
|
65.09
|
|
|
472
|
|
|
$
|
615,072
|
|
Total for the Quarter
|
|
1,030
|
|
|
|
|
1,030
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit No
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing
Date |
|
Filed
Herewith |
4.1
|
|
|
8-K
|
|
000-18548
|
|
4.01
|
|
5/30/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
+
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
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31.1
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X
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31.2
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X
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32.1
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X
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32.2
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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X
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+
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Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.
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XILINX, INC.
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Date: July 28, 2017
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/s/ Lorenzo A. Flores
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Lorenzo A. Flores
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Senior Vice President
and Chief Financial Officer
(as principal accounting and financial
officer and on behalf of Registrant)
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1.
|
Definitions
.
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1.1.
|
Distributor Demand Creation
(or DDC) means sales demand that is created by Distributor; Xilinx may move customers to or from this demand creation classification at any time upon written notice to Distributor.
|
1.2.
|
Shared Demand Creation
(or SDC) means sales demand that is created by both Distributor and Xilinx; Xilinx may move customers to or from this demand creation classification at any time upon written notice to Distributor.
|
1.3.
|
Xilinx Demand Creation
(or XDC) means sales demand that is created by Xilinx; Xilinx may move customers to or from this demand creation classification at any time upon written notice to Distributor.
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1.4.
|
All capitalized terms, if not defined in this Addendum, have the same meaning as in the Distributor Agreement.
|
2.
|
Authorized Suggested Resale Price
.
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2.1.
|
From time to time, Xilinx may provide Distributor with an Authorized Suggested Resale Price (or “Authorized SRP”) for certain Products for sales to certain customers (“Authorized Customers”) that is lower than Xilinx’s Suggested Resale Price as published in the Price Book. When Xilinx provides Distributor with an Authorized SRP, Xilinx will also provide Distributor with an Authorized Adjusted Distributor Cost (or “Authorized ADC”) for the Products.
|
2.2.
|
Authorized ADC is calculated by subtracting a percentage (the “Authorized Distributor Margin” or “ADM”) of Authorized SRP from the Authorized SRP. Except in limited circumstances and based on the need to meet competitive pricing, Xilinx will apply an Authorized Distributor Margin using the
Standard Authorized Distributor Margin Percentages (“Standard Percentages”)
indicated in the table below based upon the region and product category applicable to the Product and Authorized Customer’s delivery location.
|
2.3.
|
When Distributor issues a quotation, sales contract, offer to sell, or other communication concerning a price based entirely or in part on an Authorized SRP (a “Customer Price”), Distributor must clearly state that the Customer Price offered is applicable solely to the Authorized Customer associated with the Authorized SRP, as issued by Xilinx.
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2.4.
|
Authorized Distributor Margin does not apply to Distributor’s list sales (where Distributor purchases from Xilinx at Book Price and sells Products to customers at the price agreed between Distributor and the customer).
|
3.
|
Sales Exhibit
. This Addendum incorporates the sales exhibit attached hereto as Exhibit A (the “Sales Exhibit”). Unless indicated otherwise, all revenue figures contained in this Addendum, including the Sales Exhibit are post-split. The parties may agree to issue additional Sales Exhibits under this Addendum by executing a document similar to Exhibit A that references this Addendum (each a “Sales Exhibit”).
|
4.
|
Grandfather Period
. In the event that a customer is moved from Distributor Demand Creation to Shared Demand Creation, Distributor Demand Creation or Shared Demand Creation to Xilinx demand creation, or from Shared Demand Creation to Xilinx Demand Creation, Xilinx will provide a
[***]
year “grandfather” period where Distributor will maintain the existing ADM then in effect for continuing sales that are subject to an existing Adjusted SRP at the beginning of the grandfather
|
5.
|
Entire Agreement
. This Addendum represents and constitutes the entire agreement between the parties, may only be amended in writing signed by both parties, and supersedes all prior agreements, representations, arrangements, and understandings with respect to incentive programs, target margins, expansion programs, and other matters covered by this Addendum. In the event of a conflict between this Addendum and the Distributor Agreement, the terms of this Addendum supersede any conflicting terms of the Distributor Agreement. The foregoing notwithstanding, this Addendum does not terminate the remaining period of any currently existing grandfather periods.
|
XILINX
|
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Xilinx, Inc.
|
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Xilinx Sales International Pte. Ltd.
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Signature:
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/s/ Michael Barone
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Signature:
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/s/ Oren Scotten
|
Print Name:
|
Michael Barone
|
|
Print Name:
|
Oren Scotten
|
Title:
|
VP, Global Channel Sales
|
|
Title:
|
Site Director
|
Date:
|
4/19/2017
|
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Date:
|
4/19/17
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Xilinx Ireland Unlimited Company
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Signature:
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/s/ Kevin J. Cooney
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Print Name:
|
Kevin J. Cooney
|
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Title:
|
Managing Director
|
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Date:
|
4/19/2017
|
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DISTRIBUTOR
|
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|
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Avnet, Inc.
|
|
|
|
|
|
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|
Signature:
|
/s/ William J. Amelio
|
|
|
|
Print Name:
|
William J. Amelio
|
|
|
|
Title:
|
CEO
|
|
|
|
Date:
|
April 18, 2017
|
|
|
|
•
|
Move
[***]
dedicated EBV
[***]
Field Application Engineers to Xilinx
|
•
|
Establish an agreed upon EBV Product Line Manager structure
|
•
|
[***]
Processor Specialists in Silica
|
•
|
[***]
Senior Xilinx Business Development Manager
s in Silica
|
•
|
[***]
Technical Sales Engineers in the Americas
|
1.
|
Achievement of Performance Goals are determined at the end of FY18. During FY18 all orders, invoices, and payments will be transacted without any adjustments attributable to the Performance Goals.
|
2.
|
At the end of FY18 Xilinx will complete a ‘true up’ of Distributor’s actual DM calculated over the year to the DM contained in the Performance Goals.
|
3.
|
An adjustment will be made to Distributor’s account for each goal region in the table below, in accordance with the following:
|
a.
|
If Xilinx's Net Revenue is less than the regional target (indicated by “At Target”), Xilinx will increase the amount Distributor currently owes Xilinx by an amount that is equal to the difference between the regional target Net Revenue and the regional actual Net Revenue. This adjustment will be limited to an amount that will not reduce the actual DM for each goal region below the following percentages:
|
b.
|
If Xilinx's Net Revenue is greater than the regional target (indicated by “At Target”), Xilinx will reduce the amount Distributor currently owes Xilinx by an amount that is equal to the difference between the regional target Net Revenue and the regional actual
|
c.
|
Where the actual Net Revenue of a goal region is greater than the top end threshold (indicated by “Top”) for that goal region, the DM will be
shared at a fixed
DM
% by Region per table below.
|
d.
|
Where (i) the actual Net Revenue of a goal region is less than the target Net Revenue for that goal region, and (ii) the actual DM is less than the bottom end threshold (indicated by “Bottom”) for that goal region, there will be no adjustment made for that region.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Xilinx, 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: July 28, 2017
|
|
|
|
/s/ Moshe N. Gavrielov
|
|
|
|
|
Moshe N. Gavrielov
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Xilinx, 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: July 28, 2017
|
|
|
|
/s/ Lorenzo A. Flores
|
|
|
|
|
Lorenzo A. Flores
|
|
|
|
|
Senior Vice President
and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) 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.
|
Date: July 28, 2017
|
|
|
|
/s/ Moshe N. Gavrielov
|
|
|
|
|
Moshe N. Gavrielov
|
|
|
|
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) 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.
|
Date: July 28, 2017
|
|
|
|
/s/ Lorenzo A. Flores
|
|
|
|
|
Lorenzo A. Flores
|
|
|
|
|
Senior Vice President
and Chief Financial Officer
|