|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended September 30, 2017
|
or
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from _____ to _____
|
Delaware
|
|
46-5288992
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
|
||
(Address of principal executive offices)
|
||
(Zip Code)
|
||
|
|
|
(336) 664-1233
|
||
(Registrant's telephone number, including area code)
|
|
|
|
|
|
|
Page
|
|
|
|
|
Item 1. Financial Statements
(Unaudited).
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
April 1, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
(Note 8)
|
$
|
574,873
|
|
|
$
|
545,463
|
|
Accounts receivable, less allowance of $157 and $58 as of September 30, 2017 and April 1, 2017, respectively
|
459,761
|
|
|
357,948
|
|
||
Inventories
(Note 4)
|
461,005
|
|
|
430,454
|
|
||
Prepaid expenses
|
33,381
|
|
|
36,229
|
|
||
Other receivables
|
50,476
|
|
|
65,247
|
|
||
Other current assets
|
28,712
|
|
|
26,264
|
|
||
Total current assets
|
1,608,208
|
|
|
1,461,605
|
|
||
Property and equipment, net of accumulated depreciation of $1,061,360 at September 30, 2017 and $981,328 at April 1, 2017
|
1,443,392
|
|
|
1,391,932
|
|
||
Goodwill
|
2,173,889
|
|
|
2,173,914
|
|
||
Intangible assets, net
(Note 5)
|
1,130,036
|
|
|
1,400,563
|
|
||
Long-term investments
(Note 8)
|
66,085
|
|
|
35,494
|
|
||
Other non-current assets
|
56,470
|
|
|
58,815
|
|
||
Total assets
|
$
|
6,478,080
|
|
|
$
|
6,522,323
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
212,750
|
|
|
$
|
216,246
|
|
Accrued liabilities
|
184,185
|
|
|
170,584
|
|
||
Other current liabilities
|
26,067
|
|
|
31,998
|
|
||
Total current liabilities
|
423,002
|
|
|
418,828
|
|
||
Long-term debt
(Note 6)
|
989,692
|
|
|
989,154
|
|
||
Deferred tax liabilities
(Note 7)
|
74,168
|
|
|
131,511
|
|
||
Other long-term liabilities
|
86,642
|
|
|
86,108
|
|
||
Total liabilities
|
1,573,504
|
|
|
1,625,601
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock and additional paid-in capital, $.0001 par value; 405,000 shares authorized; 127,137 and 126,464 shares issued and outstanding at September 30, 2017 and April 1, 2017, respectively
|
5,321,741
|
|
|
5,357,394
|
|
||
Accumulated other comprehensive loss, net of tax
|
(3,979
|
)
|
|
(4,306
|
)
|
||
Accumulated deficit
|
(413,186
|
)
|
|
(456,366
|
)
|
||
Total stockholders’ equity
|
4,904,576
|
|
|
4,896,722
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,478,080
|
|
|
$
|
6,522,323
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 30, 2017
|
|
October 1, 2016
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||||
Revenue
|
$
|
821,583
|
|
|
$
|
864,698
|
|
|
$
|
1,462,414
|
|
|
$
|
1,563,235
|
|
Cost of goods sold
|
500,561
|
|
|
547,899
|
|
|
905,015
|
|
|
969,961
|
|
||||
Gross profit
|
321,022
|
|
|
316,799
|
|
|
557,399
|
|
|
593,274
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
111,398
|
|
|
126,078
|
|
|
227,897
|
|
|
243,215
|
|
||||
Selling, general and administrative
|
138,867
|
|
|
138,583
|
|
|
278,298
|
|
|
282,178
|
|
||||
Other operating expense
|
21,193
|
|
|
6,745
|
|
|
29,469
|
|
|
16,747
|
|
||||
Total operating expenses
|
271,458
|
|
|
271,406
|
|
|
535,664
|
|
|
542,140
|
|
||||
Income from operations
|
49,564
|
|
|
45,393
|
|
|
21,735
|
|
|
51,134
|
|
||||
Interest expense
(Note 6)
|
(14,778
|
)
|
|
(15,554
|
)
|
|
(27,049
|
)
|
|
(30,741
|
)
|
||||
Interest income
|
1,058
|
|
|
192
|
|
|
1,824
|
|
|
470
|
|
||||
Other expense
|
(192
|
)
|
|
(311
|
)
|
|
(1,126
|
)
|
|
(811
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
35,652
|
|
|
29,720
|
|
|
(4,616
|
)
|
|
20,052
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax benefit (expense)
(Note 7)
|
267
|
|
|
(17,873
|
)
|
|
9,911
|
|
|
(13,880
|
)
|
||||
Net income
|
$
|
35,919
|
|
|
$
|
11,847
|
|
|
$
|
5,295
|
|
|
$
|
6,172
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share
(Note 3)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.28
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
Diluted
|
$
|
0.27
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
(Note 3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
127,257
|
|
|
127,546
|
|
|
127,109
|
|
|
127,543
|
|
||||
Diluted
|
130,778
|
|
|
132,329
|
|
|
131,062
|
|
|
132,461
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 30, 2017
|
|
October 1, 2016
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||||
Net income
|
$
|
35,919
|
|
|
$
|
11,847
|
|
|
$
|
5,295
|
|
|
$
|
6,172
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on marketable securities, net of tax
|
38
|
|
|
1
|
|
|
99
|
|
|
73
|
|
||||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
106
|
|
|
353
|
|
|
722
|
|
|
(758
|
)
|
||||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain included in net income
|
(581
|
)
|
|
—
|
|
|
(581
|
)
|
|
—
|
|
||||
Amortization of pension actuarial loss
|
45
|
|
|
57
|
|
|
87
|
|
|
88
|
|
||||
Other comprehensive (loss) income
|
(392
|
)
|
|
411
|
|
|
327
|
|
|
(597
|
)
|
||||
Other comprehensive income
|
$
|
35,527
|
|
|
$
|
12,258
|
|
|
$
|
5,622
|
|
|
$
|
5,575
|
|
|
Six Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
5,295
|
|
|
$
|
6,172
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
86,267
|
|
|
97,177
|
|
||
Amortization and other non-cash items
|
271,010
|
|
|
243,397
|
|
||
Excess tax benefit from exercises of stock options
|
—
|
|
|
(56
|
)
|
||
Deferred income taxes
|
(17,290
|
)
|
|
(13,310
|
)
|
||
Foreign currency adjustments
|
1,553
|
|
|
1,128
|
|
||
Loss (gain) on investments and other assets, net
|
3,573
|
|
|
(165
|
)
|
||
Stock-based compensation expense
|
44,584
|
|
|
56,636
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(102,219
|
)
|
|
(170,920
|
)
|
||
Inventories
|
(29,786
|
)
|
|
(11,689
|
)
|
||
Prepaid expenses and other current and non-current assets
|
12,157
|
|
|
(23,617
|
)
|
||
Accounts payable and accrued liabilities
|
55,620
|
|
|
136,832
|
|
||
Income tax (recoverable) / payable
|
(4,261
|
)
|
|
(13,205
|
)
|
||
Other liabilities
|
(3,009
|
)
|
|
1,007
|
|
||
Net cash provided by operating activities
|
323,494
|
|
|
309,387
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(192,219
|
)
|
|
(250,419
|
)
|
||
Purchase of a business, net of cash acquired
|
—
|
|
|
(118,020
|
)
|
||
Proceeds from maturities and sales of available-for-sale securities
|
—
|
|
|
186,793
|
|
||
Other investing activities
|
(23,028
|
)
|
|
(5,179
|
)
|
||
Net cash used in investing activities
|
(215,247
|
)
|
|
(186,825
|
)
|
||
Financing activities:
|
|
|
|
||||
Repurchase of common stock, including transaction costs
|
(88,925
|
)
|
|
(91,400
|
)
|
||
Proceeds from the issuance of common stock
|
32,867
|
|
|
27,077
|
|
||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,005
|
)
|
|
(14,763
|
)
|
||
Excess tax benefit from exercises of stock options
|
—
|
|
|
56
|
|
||
Other financing activities
|
—
|
|
|
(2
|
)
|
||
Net cash used in financing activities
|
(80,063
|
)
|
|
(79,032
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
1,260
|
|
|
(38
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
29,444
|
|
|
43,492
|
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
545,779
|
|
|
426,062
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
575,223
|
|
|
$
|
469,554
|
|
Non-cash investing information:
|
|
|
|
||||
Capital expenditure adjustments included in accounts payable and accrued liabilities
|
$
|
30,272
|
|
|
$
|
43,602
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 30, 2017
|
|
October 1, 2016
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted net income per share — net income available to common stockholders
|
$
|
35,919
|
|
|
$
|
11,847
|
|
|
$
|
5,295
|
|
|
$
|
6,172
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income per share — weighted average shares
|
127,257
|
|
|
127,546
|
|
|
127,109
|
|
|
127,543
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock-based awards
|
3,521
|
|
|
4,783
|
|
|
3,953
|
|
|
4,918
|
|
||||
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions
|
130,778
|
|
|
132,329
|
|
|
131,062
|
|
|
132,461
|
|
||||
Basic net income per share
|
$
|
0.28
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
Diluted net income per share
|
$
|
0.27
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
September 30, 2017
|
|
April 1, 2017
|
||||
Raw materials
|
$
|
108,026
|
|
|
$
|
92,282
|
|
Work in process
|
220,935
|
|
|
198,339
|
|
||
Finished goods
|
132,044
|
|
|
139,833
|
|
||
Total inventories
|
$
|
461,005
|
|
|
$
|
430,454
|
|
|
September 30, 2017
|
|
April 1, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,272,725
|
|
|
$
|
796,431
|
|
|
$
|
1,272,725
|
|
|
$
|
656,688
|
|
Developed technology
|
1,246,335
|
|
|
606,683
|
|
|
1,209,335
|
|
|
481,441
|
|
||||
Backlog
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
||||
Trade names
|
29,375
|
|
|
26,852
|
|
|
29,353
|
|
|
21,912
|
|
||||
Wafer supply agreement
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
||||
Technology licenses
|
13,369
|
|
|
12,101
|
|
|
13,346
|
|
|
11,711
|
|
||||
Non-compete agreement
|
1,026
|
|
|
727
|
|
|
1,026
|
|
|
470
|
|
||||
In-process research and development (IPRD)
|
10,000
|
|
|
N/A
|
|
|
47,000
|
|
|
N/A
|
|
||||
Total
|
$
|
2,658,273
|
|
|
$
|
1,528,237
|
|
|
$
|
2,658,228
|
|
|
$
|
1,257,665
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
(276
|
)
|
|
$
|
1,874
|
|
Money market funds
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
|
$
|
2,191
|
|
|
$
|
—
|
|
|
$
|
(276
|
)
|
|
$
|
1,915
|
|
April 1, 2017
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,721
|
|
Money market funds
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,735
|
|
|
September 30, 2017
|
|
April 1, 2017
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
41
|
|
|
$
|
41
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Due after ten years
|
2,150
|
|
|
1,874
|
|
|
2,150
|
|
|
1,721
|
|
||||
Total cash equivalents and available-for-sale securities
|
$
|
2,191
|
|
|
$
|
1,915
|
|
|
$
|
2,164
|
|
|
$
|
1,735
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
||||||
September 30, 2017
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Cash and cash equivalents:
|
|
|
|
|
|
||||||||
|
|
|
Money market funds
|
$
|
41
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
|
|
Total cash and cash equivalents
|
41
|
|
|
41
|
|
|
—
|
|
|||||
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||||
|
|
|
Auction rate securities ("ARS")
(1)
|
1,874
|
|
|
—
|
|
|
1,874
|
|
||||
|
|
Total available-for-sale securities
|
1,874
|
|
|
—
|
|
|
1,874
|
|
|||||
|
|
Invested funds in deferred compensation plan
(2)
|
12,516
|
|
|
12,516
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
14,431
|
|
|
$
|
12,557
|
|
|
$
|
1,874
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(2)
|
$
|
12,516
|
|
|
$
|
12,516
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
12,516
|
|
|
$
|
12,516
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
April 1, 2017
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Cash and cash equivalents:
|
|
|
|
|
|
||||||||
|
|
|
|
Money market funds
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
|
Total cash and cash equivalents
|
14
|
|
|
14
|
|
|
—
|
|
|||||
|
|
Available for-sale securities:
|
|
|
|
|
|
||||||||
|
|
|
|
Auction rate securities
(1)
|
1,721
|
|
|
—
|
|
|
1,721
|
|
|||
|
|
Total available-for-sale securities
|
1,721
|
|
|
—
|
|
|
1,721
|
|
|||||
|
|
Invested funds in deferred compensation plan
(2)
|
10,237
|
|
|
10,237
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
11,972
|
|
|
$
|
10,251
|
|
|
$
|
1,721
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(2)
|
$
|
10,237
|
|
|
$
|
10,237
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
10,237
|
|
|
$
|
10,237
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 30,
2017 |
|
October 1,
2016 |
|
September 30,
2017 |
|
October 1,
2016 |
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
630,397
|
|
|
$
|
706,138
|
|
|
$
|
1,086,620
|
|
|
$
|
1,253,215
|
|
IDP
|
190,216
|
|
|
157,590
|
|
|
373,854
|
|
|
308,080
|
|
||||
All other (1)
|
970
|
|
|
970
|
|
|
1,940
|
|
|
1,940
|
|
||||
Total revenue
|
$
|
821,583
|
|
|
$
|
864,698
|
|
|
$
|
1,462,414
|
|
|
$
|
1,563,235
|
|
Income from operations:
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
172,892
|
|
|
$
|
164,397
|
|
|
$
|
260,699
|
|
|
$
|
297,374
|
|
IDP
|
57,649
|
|
|
32,416
|
|
|
107,235
|
|
|
67,067
|
|
||||
All other
|
(180,977
|
)
|
|
(151,420
|
)
|
|
(346,199
|
)
|
|
(313,307
|
)
|
||||
Income from operations
|
49,564
|
|
|
45,393
|
|
|
21,735
|
|
|
51,134
|
|
||||
Interest expense
|
(14,778
|
)
|
|
(15,554
|
)
|
|
(27,049
|
)
|
|
(30,741
|
)
|
||||
Interest income
|
1,058
|
|
|
192
|
|
|
1,824
|
|
|
470
|
|
||||
Other expense
|
(192
|
)
|
|
(311
|
)
|
|
(1,126
|
)
|
|
(811
|
)
|
||||
Income (loss) before income taxes
|
$
|
35,652
|
|
|
$
|
29,720
|
|
|
$
|
(4,616
|
)
|
|
$
|
20,052
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
September 30,
2017 |
|
October 1,
2016 |
|
September 30,
2017 |
|
October 1,
2016 |
||||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
$
|
(23,458
|
)
|
|
$
|
(26,042
|
)
|
|
$
|
(44,584
|
)
|
|
$
|
(56,636
|
)
|
Amortization of intangible assets
|
(135,639
|
)
|
|
(119,646
|
)
|
|
(270,325
|
)
|
|
(238,991
|
)
|
||||
Acquisition and integration related costs
|
(2,613
|
)
|
|
(8,962
|
)
|
|
(5,390
|
)
|
|
(15,722
|
)
|
||||
Acquired inventory step-up and revaluation
|
—
|
|
|
(318
|
)
|
|
—
|
|
|
(1,517
|
)
|
||||
Restructuring charges
|
(7,453
|
)
|
|
(468
|
)
|
|
(7,984
|
)
|
|
(882
|
)
|
||||
IPR litigation settlement
|
—
|
|
|
5,100
|
|
|
—
|
|
|
4,944
|
|
||||
Start-up costs
|
(7,129
|
)
|
|
(2,012
|
)
|
|
(13,753
|
)
|
|
(4,088
|
)
|
||||
Other (expense) income (including (loss) gain on assets and other miscellaneous corporate overhead)
|
(4,685
|
)
|
|
928
|
|
|
(4,163
|
)
|
|
(415
|
)
|
||||
Loss from operations for “All other”
|
$
|
(180,977
|
)
|
|
$
|
(151,420
|
)
|
|
$
|
(346,199
|
)
|
|
$
|
(313,307
|
)
|
(i)
|
Parent Company, the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor subsidiaries, on a combined basis, as specified in the Indenture;
|
(iii)
|
Non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
Consolidating entries, eliminations and reclassifications representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and
|
(v)
|
The Company, on a consolidated basis.
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
September 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
96,548
|
|
|
$
|
478,325
|
|
|
$
|
—
|
|
|
$
|
574,873
|
|
Accounts receivable, less allowance
|
—
|
|
|
58,886
|
|
|
400,875
|
|
|
—
|
|
|
459,761
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
434,122
|
|
|
61,556
|
|
|
(495,678
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
168,987
|
|
|
315,236
|
|
|
(23,218
|
)
|
|
461,005
|
|
|||||
Prepaid expenses
|
—
|
|
|
20,841
|
|
|
12,540
|
|
|
—
|
|
|
33,381
|
|
|||||
Other receivables
|
—
|
|
|
7,186
|
|
|
43,290
|
|
|
—
|
|
|
50,476
|
|
|||||
Other current assets
|
—
|
|
|
31,642
|
|
|
4,602
|
|
|
(7,532
|
)
|
|
28,712
|
|
|||||
Total current assets
|
—
|
|
|
818,212
|
|
|
1,316,424
|
|
|
(526,428
|
)
|
|
1,608,208
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,135,318
|
|
|
308,481
|
|
|
(407
|
)
|
|
1,443,392
|
|
|||||
Goodwill
|
—
|
|
|
1,121,942
|
|
|
1,051,947
|
|
|
—
|
|
|
2,173,889
|
|
|||||
Intangible assets, net
|
—
|
|
|
497,413
|
|
|
632,623
|
|
|
—
|
|
|
1,130,036
|
|
|||||
Long-term investments
|
—
|
|
|
1,878
|
|
|
64,207
|
|
|
—
|
|
|
66,085
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
482,581
|
|
|
112,481
|
|
|
(595,062
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,186,247
|
|
|
2,688,863
|
|
|
—
|
|
|
(8,875,110
|
)
|
|
—
|
|
|||||
Other non-current assets
|
119,790
|
|
|
32,457
|
|
|
23,329
|
|
|
(119,106
|
)
|
|
56,470
|
|
|||||
Total assets
|
$
|
6,306,037
|
|
|
$
|
6,778,664
|
|
|
$
|
3,509,492
|
|
|
$
|
(10,116,113
|
)
|
|
$
|
6,478,080
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
72,432
|
|
|
$
|
140,318
|
|
|
$
|
—
|
|
|
$
|
212,750
|
|
Intercompany accounts and notes payable
|
—
|
|
|
61,556
|
|
|
434,122
|
|
|
(495,678
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
22,959
|
|
|
120,239
|
|
|
42,690
|
|
|
(1,703
|
)
|
|
184,185
|
|
|||||
Other current liabilities
|
—
|
|
|
(206
|
)
|
|
33,805
|
|
|
(7,532
|
)
|
|
26,067
|
|
|||||
Total current liabilities
|
22,959
|
|
|
254,021
|
|
|
650,935
|
|
|
(504,913
|
)
|
|
423,002
|
|
|||||
Long-term debt
|
989,692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
989,692
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
169,839
|
|
|
23,435
|
|
|
(119,106
|
)
|
|
74,168
|
|
|||||
Long-term intercompany accounts and notes payable
|
388,810
|
|
|
112,481
|
|
|
93,771
|
|
|
(595,062
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
34,154
|
|
|
52,488
|
|
|
—
|
|
|
86,642
|
|
|||||
Total liabilities
|
1,401,461
|
|
|
570,495
|
|
|
820,629
|
|
|
(1,219,081
|
)
|
|
1,573,504
|
|
|||||
Total stockholders’ equity
|
4,904,576
|
|
|
6,208,169
|
|
|
2,688,863
|
|
|
(8,897,032
|
)
|
|
4,904,576
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,306,037
|
|
|
$
|
6,778,664
|
|
|
$
|
3,509,492
|
|
|
$
|
(10,116,113
|
)
|
|
$
|
6,478,080
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
April 1, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
226,186
|
|
|
$
|
319,277
|
|
|
$
|
—
|
|
|
$
|
545,463
|
|
Accounts receivable, less allowance
|
—
|
|
|
57,874
|
|
|
300,074
|
|
|
—
|
|
|
357,948
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
392,075
|
|
|
36,603
|
|
|
(428,678
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
131,225
|
|
|
322,559
|
|
|
(23,330
|
)
|
|
430,454
|
|
|||||
Prepaid expenses
|
—
|
|
|
29,032
|
|
|
7,197
|
|
|
—
|
|
|
36,229
|
|
|||||
Other receivables
|
—
|
|
|
7,239
|
|
|
58,008
|
|
|
—
|
|
|
65,247
|
|
|||||
Other current assets
|
—
|
|
|
25,534
|
|
|
730
|
|
|
—
|
|
|
26,264
|
|
|||||
Total current assets
|
—
|
|
|
869,165
|
|
|
1,044,448
|
|
|
(452,008
|
)
|
|
1,461,605
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,078,761
|
|
|
314,910
|
|
|
(1,739
|
)
|
|
1,391,932
|
|
|||||
Goodwill
|
—
|
|
|
1,121,941
|
|
|
1,051,973
|
|
|
—
|
|
|
2,173,914
|
|
|||||
Intangible assets, net
|
—
|
|
|
599,618
|
|
|
800,945
|
|
|
—
|
|
|
1,400,563
|
|
|||||
Long-term investments
|
—
|
|
|
25,971
|
|
|
9,523
|
|
|
—
|
|
|
35,494
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
447,613
|
|
|
138,398
|
|
|
(586,011
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,142,568
|
|
|
2,596,172
|
|
|
—
|
|
|
(8,738,740
|
)
|
|
—
|
|
|||||
Other non-current assets
|
84,153
|
|
|
33,249
|
|
|
24,746
|
|
|
(83,333
|
)
|
|
58,815
|
|
|||||
Total assets
|
$
|
6,226,721
|
|
|
$
|
6,772,490
|
|
|
$
|
3,384,943
|
|
|
$
|
(9,861,831
|
)
|
|
$
|
6,522,323
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
111,799
|
|
|
$
|
104,447
|
|
|
$
|
—
|
|
|
$
|
216,246
|
|
Intercompany accounts and notes payable
|
—
|
|
|
36,603
|
|
|
392,075
|
|
|
(428,678
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
23,150
|
|
|
111,700
|
|
|
35,734
|
|
|
—
|
|
|
170,584
|
|
|||||
Other current liabilities
|
—
|
|
|
55
|
|
|
31,943
|
|
|
—
|
|
|
31,998
|
|
|||||
Total current liabilities
|
23,150
|
|
|
260,157
|
|
|
564,199
|
|
|
(428,678
|
)
|
|
418,828
|
|
|||||
Long-term debt
|
989,154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
989,154
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
171,284
|
|
|
43,560
|
|
|
(83,333
|
)
|
|
131,511
|
|
|||||
Long-term intercompany accounts and notes payable
|
317,695
|
|
|
138,398
|
|
|
129,918
|
|
|
(586,011
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
35,014
|
|
|
51,094
|
|
|
—
|
|
|
86,108
|
|
|||||
Total liabilities
|
1,329,999
|
|
|
604,853
|
|
|
788,771
|
|
|
(1,098,022
|
)
|
|
1,625,601
|
|
|||||
Total stockholders’ equity
|
4,896,722
|
|
|
6,167,637
|
|
|
2,596,172
|
|
|
(8,763,809
|
)
|
|
4,896,722
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,226,721
|
|
|
$
|
6,772,490
|
|
|
$
|
3,384,943
|
|
|
$
|
(9,861,831
|
)
|
|
$
|
6,522,323
|
|
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
||||||||||||||||||
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
256,595
|
|
|
$
|
775,682
|
|
|
$
|
(210,694
|
)
|
|
$
|
821,583
|
|
Cost of goods sold
|
—
|
|
|
196,350
|
|
|
480,439
|
|
|
(176,228
|
)
|
|
500,561
|
|
|||||
Gross profit
|
—
|
|
|
60,245
|
|
|
295,243
|
|
|
(34,466
|
)
|
|
321,022
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
6,703
|
|
|
11,148
|
|
|
97,800
|
|
|
(4,253
|
)
|
|
111,398
|
|
|||||
Selling, general and administrative
|
16,626
|
|
|
66,958
|
|
|
86,004
|
|
|
(30,721
|
)
|
|
138,867
|
|
|||||
Other operating expense
|
129
|
|
|
16,800
|
|
|
4,288
|
|
|
(24
|
)
|
|
21,193
|
|
|||||
Total operating expenses
|
23,458
|
|
|
94,906
|
|
|
188,092
|
|
|
(34,998
|
)
|
|
271,458
|
|
|||||
Income (loss) from operations
|
(23,458
|
)
|
|
(34,661
|
)
|
|
107,151
|
|
|
532
|
|
|
49,564
|
|
|||||
Interest expense
|
(14,442
|
)
|
|
(557
|
)
|
|
(434
|
)
|
|
655
|
|
|
(14,778
|
)
|
|||||
Interest income
|
—
|
|
|
331
|
|
|
1,382
|
|
|
(655
|
)
|
|
1,058
|
|
|||||
Other (expense) income
|
—
|
|
|
970
|
|
|
(3,880
|
)
|
|
2,718
|
|
|
(192
|
)
|
|||||
Income (loss) before income taxes
|
(37,900
|
)
|
|
(33,917
|
)
|
|
104,219
|
|
|
3,250
|
|
|
35,652
|
|
|||||
Income tax benefit (expense)
|
19,527
|
|
|
(8,651
|
)
|
|
(10,609
|
)
|
|
—
|
|
|
267
|
|
|||||
Income in subsidiaries
|
54,292
|
|
|
93,610
|
|
|
—
|
|
|
(147,902
|
)
|
|
—
|
|
|||||
Net income
|
$
|
35,919
|
|
|
$
|
51,042
|
|
|
$
|
93,610
|
|
|
$
|
(144,652
|
)
|
|
$
|
35,919
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
35,527
|
|
|
$
|
51,080
|
|
|
$
|
90,666
|
|
|
$
|
(141,746
|
)
|
|
$
|
35,527
|
|
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
||||||||||||||||||
|
Three Months Ended October 1, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
299,557
|
|
|
$
|
826,576
|
|
|
$
|
(261,435
|
)
|
|
$
|
864,698
|
|
Cost of goods sold
|
—
|
|
|
224,835
|
|
|
542,764
|
|
|
(219,700
|
)
|
|
547,899
|
|
|||||
Gross profit
|
—
|
|
|
74,722
|
|
|
283,812
|
|
|
(41,735
|
)
|
|
316,799
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
6,248
|
|
|
12,427
|
|
|
115,044
|
|
|
(7,641
|
)
|
|
126,078
|
|
|||||
Selling, general and administrative
|
19,794
|
|
|
74,673
|
|
|
89,971
|
|
|
(45,855
|
)
|
|
138,583
|
|
|||||
Other operating expense
|
—
|
|
|
93
|
|
|
1,013
|
|
|
5,639
|
|
|
6,745
|
|
|||||
Total operating expenses
|
26,042
|
|
|
87,193
|
|
|
206,028
|
|
|
(47,857
|
)
|
|
271,406
|
|
|||||
Income (loss) from operations
|
(26,042
|
)
|
|
(12,471
|
)
|
|
77,784
|
|
|
6,122
|
|
|
45,393
|
|
|||||
Interest expense
|
(15,167
|
)
|
|
(589
|
)
|
|
(979
|
)
|
|
1,181
|
|
|
(15,554
|
)
|
|||||
Interest income
|
—
|
|
|
1,509
|
|
|
(136
|
)
|
|
(1,181
|
)
|
|
192
|
|
|||||
Other (expense) income
|
—
|
|
|
189
|
|
|
1,780
|
|
|
(2,280
|
)
|
|
(311
|
)
|
|||||
Income (loss) before income taxes
|
(41,209
|
)
|
|
(11,362
|
)
|
|
78,449
|
|
|
3,842
|
|
|
29,720
|
|
|||||
Income tax (expense) benefit
|
13,136
|
|
|
(28,833
|
)
|
|
(2,176
|
)
|
|
—
|
|
|
(17,873
|
)
|
|||||
Income in subsidiaries
|
39,920
|
|
|
76,273
|
|
|
—
|
|
|
(116,193
|
)
|
|
—
|
|
|||||
Net income
|
$
|
11,847
|
|
|
$
|
36,078
|
|
|
$
|
76,273
|
|
|
$
|
(112,351
|
)
|
|
$
|
11,847
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
12,258
|
|
|
$
|
36,079
|
|
|
$
|
76,683
|
|
|
$
|
(112,762
|
)
|
|
$
|
12,258
|
|
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
||||||||||||||||||
|
Six Months Ended September 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
528,548
|
|
|
$
|
1,356,236
|
|
|
$
|
(422,370
|
)
|
|
$
|
1,462,414
|
|
Cost of goods sold
|
—
|
|
|
380,354
|
|
|
873,175
|
|
|
(348,514
|
)
|
|
905,015
|
|
|||||
Gross profit
|
—
|
|
|
148,194
|
|
|
483,061
|
|
|
(73,856
|
)
|
|
557,399
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
13,499
|
|
|
27,886
|
|
|
195,084
|
|
|
(8,572
|
)
|
|
227,897
|
|
|||||
Selling, general and administrative
|
30,871
|
|
|
133,170
|
|
|
180,056
|
|
|
(65,799
|
)
|
|
278,298
|
|
|||||
Other operating expense
|
214
|
|
|
23,860
|
|
|
5,298
|
|
|
97
|
|
|
29,469
|
|
|||||
Total operating expenses
|
44,584
|
|
|
184,916
|
|
|
380,438
|
|
|
(74,274
|
)
|
|
535,664
|
|
|||||
Income (loss) from operations
|
(44,584
|
)
|
|
(36,722
|
)
|
|
102,623
|
|
|
418
|
|
|
21,735
|
|
|||||
Interest expense
|
(26,366
|
)
|
|
(1,132
|
)
|
|
(768
|
)
|
|
1,217
|
|
|
(27,049
|
)
|
|||||
Interest income
|
—
|
|
|
825
|
|
|
2,216
|
|
|
(1,217
|
)
|
|
1,824
|
|
|||||
Other (expense) income
|
—
|
|
|
756
|
|
|
(1,882
|
)
|
|
—
|
|
|
(1,126
|
)
|
|||||
(Loss) income before income taxes
|
(70,950
|
)
|
|
(36,273
|
)
|
|
102,189
|
|
|
418
|
|
|
(4,616
|
)
|
|||||
Income tax benefit (expense)
|
35,773
|
|
|
(16,175
|
)
|
|
(9,687
|
)
|
|
—
|
|
|
9,911
|
|
|||||
Income in subsidiaries
|
40,472
|
|
|
92,502
|
|
|
—
|
|
|
(132,974
|
)
|
|
—
|
|
|||||
Net income
|
$
|
5,295
|
|
|
$
|
40,054
|
|
|
$
|
92,502
|
|
|
$
|
(132,556
|
)
|
|
$
|
5,295
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
5,622
|
|
|
$
|
40,153
|
|
|
$
|
90,216
|
|
|
$
|
(130,369
|
)
|
|
$
|
5,622
|
|
|
Condensed Consolidating Statement of Income and Comprehensive Income
|
||||||||||||||||||
|
Six Months Ended October 1, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
732,543
|
|
|
$
|
1,552,386
|
|
|
$
|
(721,694
|
)
|
|
$
|
1,563,235
|
|
Cost of goods sold
|
—
|
|
|
558,098
|
|
|
1,061,525
|
|
|
(649,662
|
)
|
|
969,961
|
|
|||||
Gross profit
|
—
|
|
|
174,445
|
|
|
490,861
|
|
|
(72,032
|
)
|
|
593,274
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
17,917
|
|
|
22,278
|
|
|
213,531
|
|
|
(10,511
|
)
|
|
243,215
|
|
|||||
Selling, general and administrative
|
38,719
|
|
|
131,327
|
|
|
193,854
|
|
|
(81,722
|
)
|
|
282,178
|
|
|||||
Other operating expense
|
—
|
|
|
3,739
|
|
|
6,887
|
|
|
6,121
|
|
|
16,747
|
|
|||||
Total operating expenses
|
56,636
|
|
|
157,344
|
|
|
414,272
|
|
|
(86,112
|
)
|
|
542,140
|
|
|||||
Income (loss) from operations
|
(56,636
|
)
|
|
17,101
|
|
|
76,589
|
|
|
14,080
|
|
|
51,134
|
|
|||||
Interest expense
|
(29,935
|
)
|
|
(1,407
|
)
|
|
(1,898
|
)
|
|
2,499
|
|
|
(30,741
|
)
|
|||||
Interest income
|
—
|
|
|
2,991
|
|
|
(229
|
)
|
|
(2,292
|
)
|
|
470
|
|
|||||
Other (expense) income
|
—
|
|
|
(132
|
)
|
|
836
|
|
|
(1,515
|
)
|
|
(811
|
)
|
|||||
Income (loss) before income taxes
|
(86,571
|
)
|
|
18,553
|
|
|
75,298
|
|
|
12,772
|
|
|
20,052
|
|
|||||
Income tax (expense) benefit
|
27,619
|
|
|
(60,151
|
)
|
|
18,652
|
|
|
—
|
|
|
(13,880
|
)
|
|||||
Income in subsidiaries
|
65,124
|
|
|
93,950
|
|
|
—
|
|
|
(159,074
|
)
|
|
—
|
|
|||||
Net income
|
$
|
6,172
|
|
|
$
|
52,352
|
|
|
$
|
93,950
|
|
|
$
|
(146,302
|
)
|
|
$
|
6,172
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
5,575
|
|
|
$
|
52,425
|
|
|
$
|
93,280
|
|
|
$
|
(145,705
|
)
|
|
$
|
5,575
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Six Months Ended September 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
80,063
|
|
|
$
|
(2,241
|
)
|
|
$
|
245,672
|
|
|
$
|
—
|
|
|
$
|
323,494
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(159,337
|
)
|
|
(32,882
|
)
|
|
—
|
|
|
(192,219
|
)
|
|||||
Other investing activities
|
—
|
|
|
7,154
|
|
|
(30,182
|
)
|
|
—
|
|
|
(23,028
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
24,100
|
|
|
(24,100
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(128,083
|
)
|
|
(87,164
|
)
|
|
—
|
|
|
(215,247
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of common stock
|
32,867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,867
|
|
|||||
Repurchase of common stock, including transaction costs
|
(88,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,925
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,005
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
686
|
|
|
(686
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(80,063
|
)
|
|
686
|
|
|
(686
|
)
|
|
—
|
|
|
(80,063
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
1,260
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
—
|
|
|
(129,638
|
)
|
|
159,082
|
|
|
—
|
|
|
29,444
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
226,186
|
|
|
319,593
|
|
|
—
|
|
|
545,779
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
96,548
|
|
|
$
|
478,675
|
|
|
$
|
—
|
|
|
$
|
575,223
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Six Months Ended October 1, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
79,030
|
|
|
$
|
(27,693
|
)
|
|
$
|
258,050
|
|
|
$
|
—
|
|
|
$
|
309,387
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(189,037
|
)
|
|
(61,382
|
)
|
|
—
|
|
|
(250,419
|
)
|
|||||
Purchase of a business, net of cash acquired
|
—
|
|
|
—
|
|
|
(118,020
|
)
|
|
—
|
|
|
(118,020
|
)
|
|||||
Proceeds from maturities and sales of available-for-sale securities
|
—
|
|
|
186,793
|
|
|
—
|
|
|
—
|
|
|
186,793
|
|
|||||
Other investing activities
|
—
|
|
|
3,721
|
|
|
(8,900
|
)
|
|
—
|
|
|
(5,179
|
)
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
1,477
|
|
|
(188,302
|
)
|
|
—
|
|
|
(186,825
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess tax benefit from exercises of stock options
|
56
|
|
|
|
|
|
|
|
|
56
|
|
||||||||
Proceeds from the issuance of common stock
|
27,077
|
|
|
|
|
|
|
|
|
27,077
|
|
||||||||
Repurchase of common stock, including transaction costs
|
(91,400
|
)
|
|
|
|
|
|
|
|
(91,400
|
)
|
||||||||
Tax withholding paid on behalf of employees for restricted stock units
|
(14,763
|
)
|
|
|
|
|
|
|
|
(14,763
|
)
|
||||||||
Other financing activities
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
||||||||
Net transactions with related parties
|
|
|
893
|
|
|
(893
|
)
|
|
|
|
—
|
|
|||||||
Net cash (used in) provided by financing activities
|
(79,030
|
)
|
|
891
|
|
|
(893
|
)
|
|
—
|
|
|
(79,032
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
—
|
|
|
(25,325
|
)
|
|
68,817
|
|
|
—
|
|
|
43,492
|
|
|||||
Cash, cash equivalents and restricted cash
|
—
|
|
|
220,633
|
|
|
205,429
|
|
|
—
|
|
|
426,062
|
|
|||||
Cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
195,308
|
|
|
$
|
274,246
|
|
|
$
|
—
|
|
|
$
|
469,554
|
|
•
|
business, political, and macroeconomic changes, including downturns in the semiconductor industry and the overall global economy;
|
•
|
our ability to predict market requirements and define and design new products that address those requirements;
|
•
|
our ability to predict customer demand accurately to limit obsolete inventory, which would reduce our margins;
|
•
|
our customers’ and distributors’ ability to manage the inventory they hold and accurately forecast their demand for our products;
|
•
|
our ability to successfully integrate acquired businesses, operations, product technologies and personnel as well as achieve expected synergies;
|
•
|
our ability to meet certain development, supply, quality and other commitments under our supply arrangement with our largest customer with respect to a module for its 2018 smartphones;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products;
|
•
|
our ability to utilize our capacity efficiently, or to acquire or source additional capacity, in response to customer demand;
|
•
|
our ability to continue to improve our product designs, develop new products, and achieve design wins as our industry's technology changes rapidly;
|
•
|
our dependence on a limited number of customers for a substantial portion of our revenue;
|
•
|
our reliance on the U.S. government and on U.S. government sponsored programs (principally for defense and aerospace applications) for a portion of our revenue;
|
•
|
our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products;
|
•
|
our ability to efficiently and successfully operate our wafer fabrication facilities, assembly facilities and test and tape and reel facilities;
|
•
|
variability in manufacturing yields and product quality;
|
•
|
variability in raw material costs and availability of raw materials;
|
•
|
our dependence on third parties, including distributors, wafer foundries, wafer starting material suppliers, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;
|
•
|
our ability to manage platform provider and customer relationships;
|
•
|
our ability to procure, commercialize and enforce intellectual property rights ("IPR") and to operate our business without infringing on the unlicensed IPR of others;
|
•
|
the risks associated with security breaches and other similar disruptions, which could compromise our information and expose us to liability and could cause our business and reputation to suffer;
|
•
|
currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;
|
•
|
the impact of stringent environmental, health and safety regulations;
|
•
|
the adverse impact of any future decision to repatriate non-U.S. earnings; and
|
•
|
our ability to attract and retain skilled personnel and develop leaders for key business units and functions.
|
•
|
Mobile Products (MP)
- MP is a leading global supplier of cellular RF and Wi-Fi solutions into a variety of mobile devices, including smartphones, notebook computers, wearables, tablets, and cellular-based applications for the Internet of Things ("IoT"). Mobile device manufacturers and mobile network operators are adopting new technologies to address the growing demand for data-intensive, increasingly cloud-based distributed applications and for mobile devices with smaller form factors, improved signal quality, less heat and longer talk and standby times. New wireless communications standards are being deployed to utilize available spectrum more efficiently. Carrier aggregation is being implemented to support wider bandwidths, increase data rates and improve network performance. These trends increase the complexity of smartphones, require more RF content and place a premium on performance, integration, systems-level expertise, and product and technology portfolio breadth, all of which are MP strengths. We offer a comprehensive product portfolio of BAW and surface acoustic wave ("SAW") filters, power amplifiers ("PAs"), low noise amplifiers ("LNAs"), switches, multimode multi-band PAs and transmit modules, RF power management integrated circuits, diversity receive modules, antenna
|
•
|
Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of RF solutions with a diverse portfolio of solutions that "connect and protect," spanning communications, network infrastructure and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, Wi-Fi customer premises equipment for home and work, high speed connectivity in Long-Term Evolution ("LTE") and 5G base stations, cloud connectivity via data center communications and telecom transport, automotive connectivity and other IoT, including smart home solutions. Our IDP products include GaAs and GaN PAs, LNAs, switches, Complementary Metal Oxide Semiconductor ("CMOS") system-on-a-chip solutions, premium BAW and SAW filter solutions and various multi-chip and hybrid assemblies.
|
•
|
Quarterly revenue
decreased
5.0%
as compared to the
second
quarter of
fiscal 2017
, primarily due to lower demand for our cellular RF solutions in support of customers based in China, partially offset by higher demand for our Wi-Fi, defense and aerospace and cellular base station products.
|
•
|
Gross margin for the
second
quarter of fiscal
2018
was
39.1%
as compared to
36.6%
for the
second
quarter of
fiscal 2017
. The increase was primarily due to improved manufacturing and test yields on certain high volume parts (including the low-band PAD modules that were adversely affected by unfavorable inventory adjustments in the second quarter of fiscal 2017), favorable changes in product mix toward higher margin antenna control solutions, lower depreciation (see Note 2 to the Condensed Consolidated Financial Statements) and lower stock compensation expense. These increases to gross margin were partially offset by higher intangible amortization, average selling price erosion, lower factory utilization and isolated costs associated with an air contamination issue in our Florida fabrication facility resulting from the after effects of Hurricane Irma.
|
•
|
Our operating income was
$49.6 million
for the
three
months ended
September 30, 2017
as compared to operating income of
$45.4 million
for the
three
months ended
October 1, 2016
. The increase was primarily due to higher gross margin and lower research and development expense, partially offset by lower revenue and higher other operating expense.
|
•
|
Diluted net income per share for the
second
quarter of
fiscal 2018
was
$0.27
as compared to diluted net income per share of
$0.09
for the
second
quarter of
fiscal 2017
.
|
•
|
Cash flow from operations was
$219.9 million
for the
second
quarter of
fiscal 2018
as compared to
$250.0 million
for the
second
quarter of
fiscal 2017
. This year-over-year decrease was primarily a result of changes in accounts payable and accrued liabilities, partially offset by higher net income.
|
•
|
Capital expenditures were
$67.8 million
for the
second
quarter of
fiscal 2018
as compared to
$120.0 million
for the
second
quarter of
fiscal 2017
. We expect capital expenditures in fiscal 2018 to be lower than capital expenditures in fiscal 2017 as the larger projects for increased filter capacity and manufacturing cost savings are completed.
|
•
|
During the
second
quarter of fiscal
2018
, we repurchased approximately
0.8 million
shares of our common stock for approximately
$57.0 million
.
|
|
Three Months Ended
|
|||||||||||||||||||
|
September 30,
2017 |
|
% of
Revenue
|
|
October 1,
2016 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
821,583
|
|
|
100.0
|
%
|
|
$
|
864,698
|
|
|
100.0
|
%
|
|
$
|
(43,115
|
)
|
|
(5.0
|
)%
|
Cost of goods sold
|
500,561
|
|
|
60.9
|
|
|
547,899
|
|
|
63.4
|
|
|
(47,338
|
)
|
|
(8.6
|
)
|
|||
Gross profit
|
321,022
|
|
|
39.1
|
|
|
316,799
|
|
|
36.6
|
|
|
4,223
|
|
|
1.3
|
|
|||
Research and development
|
111,398
|
|
|
13.6
|
|
|
126,078
|
|
|
14.6
|
|
|
(14,680
|
)
|
|
(11.6
|
)
|
|||
Selling, general and administrative
|
138,867
|
|
|
16.9
|
|
|
138,583
|
|
|
16.0
|
|
|
284
|
|
|
0.2
|
|
|||
Other operating expense
|
21,193
|
|
|
2.6
|
|
|
6,745
|
|
|
0.8
|
|
|
14,448
|
|
|
214.2
|
|
|||
Operating income
|
$
|
49,564
|
|
|
6.0
|
%
|
|
$
|
45,393
|
|
|
5.2
|
%
|
|
$
|
4,171
|
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Six Months Ended
|
|||||||||||||||||||
|
September 30, 2017
|
|
% of Revenue
|
|
October 1, 2016
|
|
% of Revenue
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
Revenue
|
$
|
1,462,414
|
|
|
100.0
|
%
|
|
$
|
1,563,235
|
|
|
100.0
|
%
|
|
$
|
(100,821
|
)
|
|
(6.4
|
)%
|
Cost of goods sold
|
905,015
|
|
|
61.9
|
|
|
969,961
|
|
|
62.0
|
|
|
(64,946
|
)
|
|
(6.7
|
)
|
|||
Gross profit
|
557,399
|
|
|
38.1
|
|
|
593,274
|
|
|
38.0
|
|
|
(35,875
|
)
|
|
(6.0
|
)
|
|||
Research and development
|
227,897
|
|
|
15.6
|
|
|
243,215
|
|
|
15.6
|
|
|
(15,318
|
)
|
|
(6.3
|
)
|
|||
Selling, general and administrative
|
278,298
|
|
|
19.0
|
|
|
282,178
|
|
|
18.0
|
|
|
(3,880
|
)
|
|
(1.4
|
)
|
|||
Other operating expense
|
29,469
|
|
|
2.0
|
|
|
16,747
|
|
|
1.1
|
|
|
12,722
|
|
|
76.0
|
|
|||
Operating income
|
$
|
21,735
|
|
|
1.5
|
%
|
|
$
|
51,134
|
|
|
3.3
|
%
|
|
$
|
(29,399
|
)
|
|
(57.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
September 30,
2017 |
|
October 1,
2016 |
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
630,397
|
|
|
$
|
706,138
|
|
|
$
|
(75,741
|
)
|
|
(10.7
|
)%
|
Operating income
|
|
172,892
|
|
|
164,397
|
|
|
8,495
|
|
|
5.2
|
|
|||
Operating income as a % of revenue
|
|
27.4
|
%
|
|
23.3
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Six Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
September 30,
2017 |
|
October 1,
2016 |
|
Decrease
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
1,086,620
|
|
|
$
|
1,253,215
|
|
|
$
|
(166,595
|
)
|
|
(13.3
|
)%
|
Operating income
|
|
260,699
|
|
|
297,374
|
|
|
(36,675
|
)
|
|
(12.3
|
)
|
|||
Operating income as a % of revenue
|
|
24.0
|
%
|
|
23.7
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
September 30,
2017 |
|
October 1,
2016 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
190,216
|
|
|
$
|
157,590
|
|
|
$
|
32,626
|
|
|
20.7
|
%
|
Operating income
|
|
57,649
|
|
|
32,416
|
|
|
25,233
|
|
|
77.8
|
|
|||
Operating income as a % of revenue
|
|
30.3
|
%
|
|
20.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Six Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
September 30,
2017 |
|
October 1,
2016 |
|
Increase
|
|
Percentage
Change |
|||||||
Revenue
|
|
$
|
373,854
|
|
|
$
|
308,080
|
|
|
$
|
65,774
|
|
|
21.3
|
%
|
Operating income
|
|
107,235
|
|
|
67,067
|
|
|
40,168
|
|
|
59.9
|
|
|||
Operating income as a % of revenue
|
|
28.7
|
%
|
|
21.8
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
|
September 30,
2017 |
|
October 1,
2016 |
|
September 30,
2017 |
|
October 1,
2016 |
||||||||
Interest expense
|
|
$
|
(14,778
|
)
|
|
$
|
(15,554
|
)
|
|
$
|
(27,049
|
)
|
|
$
|
(30,741
|
)
|
Interest income
|
|
1,058
|
|
|
192
|
|
|
1,824
|
|
|
470
|
|
||||
Other expense
|
|
(192
|
)
|
|
(311
|
)
|
|
(1,126
|
)
|
|
(811
|
)
|
||||
Income tax benefit (expense)
|
|
267
|
|
|
(17,873
|
)
|
|
9,911
|
|
|
(13,880
|
)
|
Period
|
|
Total number of shares purchased
(in thousands)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||
July 2, 2017 to July 29, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$350.1 million
|
July 30, 2017 to August 26, 2017
|
|
473
|
|
|
$
|
69.66
|
|
|
473
|
|
|
$317.1 million
|
August 27, 2017 to September 30, 2017
|
|
334
|
|
|
$
|
72.00
|
|
|
334
|
|
|
$293.1 million
|
Total
|
|
807
|
|
|
$
|
70.63
|
|
|
807
|
|
|
$293.1 million
|
2.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of September 30, 2017 and April 1, 2017; (ii) the Condensed Consolidated Statements of Income for the three and six months ended September 30, 2017 and October 1, 2016; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2017 and October 1, 2016; (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2017 and October 1, 2016; and (v) the Notes to Condensed Consolidated Financial Statements
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
November 2, 2017
|
|
/s/ Mark J. Murphy
|
|
|
|
Mark J. Murphy
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
QORVO US, INC.
(formerly known as TriQuint Semiconductor, Inc.), a corporation incorporated in the State of Delaware, United States of America, whose principal place of business is at 7628 Thorndike Road, Greensboro, North Carolina 27409-9421 (“
Qorvo
”); and
|
(2)
|
CAVENDISH KINETICS LIMITED,
a private limited company incorporated in England and Wales with registered number 02982696 whose registered office is at 5 New Street Square, London, EC4A 3TW (the “
Company
”),
|
(A)
|
The Parties, inter alia, entered a Subscription Agreement dated 4 August 2015 relating to Series F Preferred Shares in the Company (the “
Subscription Agreement
”). Pursuant to the Subscription Agreement, the Company issued to Qorvo
[*****]
Series F Preferred Shares in the Company, pursuant to the Series F Financing.
|
(B)
|
In further consideration for the investment in the Company pursuant to the Subscription Agreement, the Parties, inter alia, entered into a Contingent Acquisition Implementation Deed dated 4 August 2015, as amended 26 June, 2017 (collectively, the “
CAID
”) pursuant to which each Major Investor, each Committed Shareholder and each Executive Optionholder granted Qorvo the exclusive option and right, but not the obligation, to acquire (pursuant to any of the methods specified in the CAID) the entire issued share capital of the Company (comprising the Shares and the Contingent Securities (other than any shares held by Qorvo or any of its Affiliates)) on the terms and conditions of the CAID. The execution and delivery of the CAID was a condition precedent to the completion of the Series F Financing under the Subscription Agreement.
|
(C)
|
The Parties now wish to vary the terms of the CAID on the terms set out in this deed (this “
Deed
”).
|
(D)
|
This Deed is accordingly entered into supplemental to the CAID and in accordance with the provisions of clause 38 thereof.
|
1.
|
INTERPRETATION
|
1.1
|
Terms defined in the CAID shall, save to the extent that the context otherwise requires, bear the same meaning in this Deed.
|
1.2
|
References in the CAID to “
this Deed
” shall be read and construed as references to “this deed as amended by a Deed of Amendment dated ___July 2017” and words such as “herein”, “hereof”, “hereunder”, “hereby” and “hereto” where they appear in the CAID shall be construed accordingly.
|
2.
|
VARIATION OF THE CAID
|
2.1
|
With effect from the date of this Deed the CAID shall be amended by the deletion of “30 June 2017” and the insertion of “30 June 2019” in substitution in clause 4.1(a)(ii);
|
2.2
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the parenthetical defining “Initial Option Period” as well as the sentence immediately thereafter, such language which appears immediately following 4.1(a)(iii), and the insertion of the following clause in substitution:
|
2.3
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the whole of clause 4.2 and the insertion of the following clause in substitution:
|
2.4
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the whole of clause 4.3 and the insertion of the following clause in substitution:
|
2.5
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the whole of clause 4.5 and the insertion of the following clause in substitution:
|
2.6
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the whole of clause 5.2(b) and the insertion of the following clause in substitution:
|
2.7
|
With effect from the date of this Deed the CAID shall be amended by the insertion of the following new clause 5.2(c):
|
2.8
|
With effect from the date of this Deed the CAID shall be amended by the deletion of “or the Additional Funding (if any)” and the insertion of “or the 2017 Subscription Agreement” in substitution in clause 7.2;
|
2.9
|
With effect from the date of this Deed the CAID shall be amended by the insertion of the following new clause 7.2(e)(i):
|
2.10
|
With effect from the date of this Deed the CAID shall be amended by the insertion of the following new clause 17.5:
|
2.11
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the whole of clause 27.1(d) and the insertion of the following clause in substitution;
|
(i)
|
the Company’s right to terminate this Deed shall not be available to the Company if the Company does not provide notice to Qorvo by 1 May 2018 requesting any Second Completion investment (pursuant to the terms of the 2017 Subscription Agreement);
|
(ii)
|
if Qorvo’s failure to fund the Investment Amount by 29 June 2018 is as a result of the conditions in Section 3.2 (i) or (ii) of the 2017 Subscription
|
(iii)
|
if Qorvo has provided the Company a Breach Notice (as defined in the 2017 Subscription Agreement), (A) the Company’s right to terminate this Deed shall not be available if there has been a Material Breach Determination (as defined in the 2017 Subscription Agreement) and (B) if there is a Breach Resolution Procedure under the 2017 Subscription Agreement, the Company’s right to terminate this Deed shall not be available before final resolution of the dispute under the Breach Resolution Procedure.
|
2.12
|
With effect from the date of this Deed the CAID shall be amended by the insertion of the following definitions into clause 1 of Schedule 1:
|
2.13
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the following definitions from clause 1 of Schedule 1:
Initial Option Period, Extended Option Period, Additional Funding, Additional Funding Notice.
|
2.14
|
With effect from the date of this Deed the CAID shall be amended by the deletion of the definition of Option Period and the insertion of the following clause in substitution:
|
2.15
|
With effect from the date of this Deed the CAID shall be amended by the deletion of Schedule 15 and the insertion of Schedule 15 attached hereto in substitution thereof.
|
2.16
|
With effect from the date of this Deed the CAID shall be amended by the deletion of clause (c) of the warranty provided in clause 3.1, and the deletion of the warranty provided in clause 25.2, both, as set forth in Schedule 8.
|
2.17
|
Save as varied by this Deed, the CAID shall remain in full force and effect upon the terms and conditions set out therein.
|
3.
|
ENTIRE AGREEMENT
|
3.1
|
This Deed and the CAID (as varied by the terms of this Deed) together with any other documents referred to therein (together the “
Contract
”) constitute the whole and only agreement between the Parties relating to the subject matter of the Contract (except for the Securityholder Agent’s engagement letter among the Securityholder Agent, the Company and the Selling Shareholders).
|
3.2
|
Each Party acknowledges that in entering into the Contract it is not relying on any pre-contractual statement which is not set out in the Contract.
|
3.3
|
Except in the case of fraud, no party shall have any right of action against any other party to this Contract arising out of or in connection with any pre‑contractual statement except to the extent that it is repeated in this Contract.
|
3.4
|
For the purposes of this clause 3, “
pre-contractual statement
” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of the Contract made or given by any person at any time prior to the date of this Deed.
|
4.
|
COUNTERPARTS
|
4.1
|
This Deed may be executed in any number of counterparts which together shall constitute one deed. A Party may enter into this Deed by executing a counterpart, and this deed shall not take effect until it has been executed by all Parties.
|
4.2
|
Delivery of an executed counterpart of a signature page by facsimile or electronic transmission shall take effect as delivery of an executed counterpart of this Deed. If such method is adopted without prejudice to the validity of this Deed, each party shall provide the other with the original of such page as soon as reasonably practicable thereafter.
|
5.
|
MISCELLANEOUS
|
6.
|
GOVERNING LAW AND JURISDICTION
|
Executed as a deed by
QORVO US, INC
.
|
)
|
acting by
|
)
|
Jeffrey C. Howland
:
|
)
|
|
)
|
Executed as a deed by
CAVENDISH
|
)
|
KINETICS LIMITED
acting by
|
)
|
_________________________:
|
)
|
(a)
|
the sum of the following for such fiscal quarter (but only to the extent included in or related to the amounts calculated under
subparagraph (a)
above):
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
|
|
President and Chief Executive Officer
|
|
|
|
/s/ MARK J. MURPHY
|
|
Mark J. Murphy
|
|
Chief Financial Officer
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
September 30, 2017
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
|
Robert A. Bruggeworth
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
November 2, 2017
|
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
September 30, 2017
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/MARK J. MURPHY
|
|
|
Mark J. Murphy
|
|
|
Chief Financial Officer
|
|
|
|
|
|
November 2, 2017
|
|