Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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QORVO, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2018
INDEX
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Form 10-K Summary.
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||
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•
|
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 ("CA") 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. MP offers 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 ("ICs"), diversity receive modules, antenna switch modules, antenna tuning and control solutions, modules incorporating PAs and duplexers ("PADs") and modules incorporating switches, PAs and duplexers ("S-PADs").
|
•
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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 and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, Wi-Fi CPE 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. IDP products include GaAs and GaN PAs, LNAs, switches, complementary metal oxide semiconductor ("CMOS") system-on-a-chip ("SoC") solutions, premium BAW and SAW filter solutions and various multi-chip and hybrid assemblies.
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Fiscal Year
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||||||||||
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2018
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2017
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2016
|
||||||
Revenue:
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|
|
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||||||
United States
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$
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524,472
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$
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467,031
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$
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306,328
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International
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2,449,064
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2,565,543
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2,304,398
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|||
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||||||
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March 31, 2018
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April 1, 2017
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April 2, 2016
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||||||
Long-lived tangible assets:
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||||||
United States
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$
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1,089,157
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$
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1,082,754
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$
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816,882
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China
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217,205
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244,728
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183,836
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|||
Other countries
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67,750
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64,450
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46,170
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|
•
|
business, political and macroeconomic changes, including trade disputes and downturns in the semiconductor industry and the overall global economy;
|
•
|
changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices;
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•
|
fluctuations in demand for our customers’ products;
|
•
|
our ability to forecast our customers' demand for our products accurately;
|
•
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the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our products in a timely and cost-effective manner;
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•
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our customers’ and distributors’ ability to manage the inventory that they hold and to forecast accurately their demand for our products;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products; and
|
•
|
our ability to utilize our capacity efficiently or acquire additional capacity in response to customer demand.
|
•
|
our ability to predict market requirements and define and design new products that address those requirements;
|
•
|
our ability to design products that meet our customers’ cost, size and performance requirements;
|
•
|
our ability to introduce new products that are competitive and can be manufactured at lower costs or that command higher prices based on superior performance;
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•
|
acceptance of our new product designs;
|
•
|
the availability of qualified product design engineers;
|
•
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our timely completion of product designs and ramp up of new products according to our customers’ needs with acceptable manufacturing yields; and
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•
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market acceptance of our customers’ products and the duration of the life cycle of such products.
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•
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our ability to adjust production capacity in a timely fashion in response to changes in demand for our products;
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•
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the significant fixed costs of operating the facilities;
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•
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factory utilization rates;
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•
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our ability to qualify our facilities for new products and new technologies in a timely manner;
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•
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the availability of raw materials, the impact of the volatility of commodity pricing and tariffs imposed on raw materials, including substrates, gold, platinum and high purity source materials such as gallium, aluminum, arsenic, indium, silicon, phosphorous and palladium;
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•
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our manufacturing cycle times;
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•
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our manufacturing yields;
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•
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the political, regulatory and economic risks associated with our international manufacturing operations;
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•
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potential violations by our
i
nternational employees or third-party agents of international or U.S. laws relevant to foreign operations;
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•
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our ability to hire, train and manage qualified production personnel;
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•
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our compliance with applicable environmental and other laws and regulations; and
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•
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our ability to avoid prolonged periods of down-time in our facilities for any reason.
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•
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design errors;
|
•
|
defects in photomasks (which are used to print circuits on a wafer);
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•
|
minute impurities in materials used;
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•
|
contamination of the manufacturing environment;
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•
|
equipment failure or variations in the manufacturing processes;
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•
|
losses from broken wafers or other human error; and
|
•
|
defects in packaging.
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•
|
writing off the value of inventory;
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•
|
disposing of products that cannot be fixed;
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•
|
recalling products that have been shipped;
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•
|
providing product replacements or modifications;
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•
|
direct and indirect costs incurred by our customers in recalling their products due to defects in our products; and
|
•
|
defending against litigation.
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•
|
global and local economic and political conditions;
|
•
|
currency controls and fluctuations;
|
•
|
tariff, trade (including import/export regulations) and other related restrictions and regulations;
|
•
|
labor market conditions and workers’ rights affecting our transportation or manufacturing arrangements or those of our customers or suppliers;
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•
|
disruptions of capital and trading markets;
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•
|
occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, which may disrupt manufacturing, assembly, logistics, security and communications and result in reduced demand for our products;
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•
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compliance with laws and regulations that differ among jurisdictions, including those covering taxes, intellectual property ownership and infringement, imports and exports, anti-corruption and anti-bribery, antitrust and competition, data privacy, and environment, health, and safety; and
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•
|
pandemics and similar major health concerns, which could adversely affect our business and our customer order patterns.
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•
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incur additional debt;
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•
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pay dividends, make other distributions or repurchase or redeem our capital stock;
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•
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prepay, redeem or repurchase certain debt;
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•
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make loans and investments;
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•
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sell, transfer or otherwise dispose of assets;
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•
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incur or permit to exist certain liens;
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•
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enter into certain types of transactions with affiliates;
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•
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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•
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consolidate, amalgamate, merge or sell all or substantially all of our assets.
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•
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general market and economic and political conditions, including market conditions in the semiconductor industry;
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•
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actual or expected variations in quarterly operating results;
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•
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differences between actual operating results and those expected by investors and analysts;
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•
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changes in recommendations by securities analysts;
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•
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operations and stock performance of competitors and major customers;
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•
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accounting charges, including charges relating to the impairment of goodwill and restructuring;
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•
|
significant acquisitions, strategic alliances, capital commitments, or new products announced by us or by our competitors;
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•
|
sales of our common stock, including sales by our directors and officers or significant investors;
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•
|
repurchases of our common stock;
|
•
|
recruitment or departure of key personnel; and
|
•
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loss of key customers.
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•
|
unanticipated costs, capital expenditures or working capital requirements;
|
•
|
acquisition-related charges and amortization of acquired technology and other intangibles;
|
•
|
the potential loss of key employees from a company we acquire or in which we invest;
|
•
|
diversion of management’s attention from our business;
|
•
|
dissynergies or other harm to existing business relationships with suppliers and customers;
|
•
|
losses or impairment of investments from unsuccessful research and development by companies in which we invest;
|
•
|
failure to successfully integrate acquired businesses, operations, products, technologies and personnel; and
|
•
|
unrealized expected synergies.
|
•
|
hire and retain qualified employees;
|
•
|
continue to develop leaders for key business units and functions;
|
•
|
expand our presence in international locations and adapt to cultural norms of foreign locations; and
|
•
|
train and motivate our employee base.
|
•
|
regulatory penalties and fines;
|
•
|
legal liabilities, including financial responsibility for remedial measures if our properties are contaminated;
|
•
|
expenses to secure required permits and governmental approvals;
|
•
|
reputational damage;
|
•
|
suspension or curtailment of our manufacturing, assembly and test processes; and
|
•
|
increased costs to acquire pollution abatement or remediation equipment or to modify our equipment, facilities or manufacturing processes to bring them into compliance with applicable laws and regulations.
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•
|
granting to the board of directors sole power to set the number of directors and fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
|
•
|
the ability of the board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors;
|
•
|
the inability of stockholders to call special meetings of stockholders;
|
•
|
establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and
|
•
|
the inability of stockholders to act by written consent.
|
•
|
the timing and execution of plans and programs that are subject to local labor law requirements, including consultation with appropriate work councils;
|
•
|
changes in assumptions related to severance and post-retirement costs;
|
•
|
the timing of future divestitures and the amount and type of proceeds realized from such divestitures; and
|
•
|
changes in the fair value of certain long-lived assets and goodwill.
|
•
|
changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;
|
•
|
the resolution of issues arising from tax audits with various tax authorities, including those described in Note 12 of the Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this report;
|
•
|
changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;
|
•
|
adjustments to income taxes upon finalization of various tax returns;
|
•
|
changes in expenses not deductible for tax purposes;
|
•
|
changes in available tax credits;
|
•
|
changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and
|
•
|
a future decision to repatriate non-U.S. earnings for which we have not previously provided country withholding taxes incurred upon repatriation.
|
|
High
|
|
Low
|
||||
Fiscal Year Ended March 31, 2018
|
|
|
|
||||
First Quarter
|
$
|
79.34
|
|
|
$
|
63.03
|
|
Second Quarter
|
76.47
|
|
|
62.68
|
|
||
Third Quarter
|
81.20
|
|
|
64.53
|
|
||
Fourth Quarter
|
86.84
|
|
|
65.56
|
|
||
|
|
|
|
||||
|
High
|
|
Low
|
||||
Fiscal Year Ended April 1, 2017
|
|
|
|
||||
First Quarter
|
$
|
58.30
|
|
|
$
|
43.79
|
|
Second Quarter
|
64.80
|
|
|
50.45
|
|
||
Third Quarter
|
59.12
|
|
|
48.28
|
|
||
Fourth Quarter
|
69.71
|
|
|
52.12
|
|
|
January 2,
2015 |
March 28,
2015 |
April 2,
2016 |
April 1,
2017 |
March 31,
2018 |
Total Return Index for:
|
|
|
|
|
|
Qorvo, Inc.
|
100.00
|
112.61
|
72.19
|
97.39
|
100.07
|
Nasdaq Composite
|
100.00
|
103.60
|
104.64
|
127.64
|
153.56
|
S&P 500
|
100.00
|
100.95
|
102.75
|
120.39
|
137.24
|
Nasdaq Electronic Components
|
100.00
|
100.94
|
98.56
|
140.56
|
191.99
|
B.
|
The lines represent monthly index levels derived from compounded daily returns, assuming reinvestment of all dividends.
|
C.
|
The indexes are reweighted daily using the market capitalization on the previous trading day.
|
D.
|
If the month end is not a trading day, the preceding trading day is used.
|
E.
|
Qorvo, Inc. was added to the S&P 500 Index on June 12, 2015.
|
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
|
||||
December 31, 2017 to January 27, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$213.1 million
|
January 28, 2018 to February 24, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$213.1 million
|
February 25, 2018 to March 31, 2018
|
|
615
|
|
|
$
|
82.87
|
|
|
615
|
|
|
$162.1 million
|
Total
|
|
615
|
|
|
$
|
82.87
|
|
|
615
|
|
|
$162.1 million
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
(2)
|
2014
|
|
||||||||||
(In thousands, except per share data)
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,973,536
|
|
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
|
$
|
1,710,966
|
|
|
$
|
1,148,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
1,826,570
|
|
|
1,897,062
|
|
|
1,561,173
|
|
|
1,021,658
|
|
|
743,304
|
|
|
|||||
Research and development
|
445,103
|
|
|
470,836
|
|
|
448,763
|
|
|
257,494
|
|
|
197,269
|
|
|
|||||
Selling, general and administrative
|
527,751
|
|
|
545,588
|
|
|
534,099
|
|
|
249,886
|
|
|
151,404
|
|
|
|||||
Other operating expense
|
103,830
|
|
(13)
|
31,029
|
|
(10)
|
54,723
|
|
(6)
|
59,462
|
|
(3)
|
28,913
|
|
(1)
|
|||||
Total operating costs and expenses
|
2,903,254
|
|
|
2,944,515
|
|
|
2,598,758
|
|
|
1,588,500
|
|
|
1,120,890
|
|
|
|||||
Income from operations
|
70,282
|
|
|
88,059
|
|
|
11,968
|
|
|
122,466
|
|
|
27,341
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(59,548
|
)
|
(14)
|
(58,879
|
)
|
(11)
|
(23,316
|
)
|
(7)
|
(1,421
|
)
|
|
(5,983
|
)
|
|
|||||
Interest income
|
7,017
|
|
|
1,212
|
|
|
2,068
|
|
|
450
|
|
|
179
|
|
|
|||||
Other (expense) income
|
(606
|
)
|
|
(3,087
|
)
|
|
6,418
|
|
|
(254
|
)
|
|
2,336
|
|
|
|||||
Income (loss) before income taxes
|
17,145
|
|
|
27,305
|
|
|
(2,862
|
)
|
|
121,241
|
|
|
23,873
|
|
|
|||||
Income tax (expense) benefit
|
(57,433
|
)
|
(15)
|
(43,863
|
)
|
(12)
|
(25,983
|
)
|
(8)
|
75,062
|
|
(4)
|
(11,231
|
)
|
|
|||||
Net (loss) income
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
|
$
|
12,642
|
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.17
|
|
|
$
|
0.18
|
|
|
Diluted
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.11
|
|
|
$
|
0.18
|
|
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|
90,477
|
|
|
70,499
|
|
|
|||||
Diluted
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|
93,211
|
|
|
72,019
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of Fiscal Year End
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
(2)
|
2014
|
|
||||||||||
Cash and cash equivalents
|
$
|
926,037
|
|
|
$
|
545,463
|
|
|
$
|
425,881
|
|
|
$
|
299,814
|
|
|
$
|
171,898
|
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
186,808
|
|
|
244,830
|
|
|
72,067
|
|
|
|||||
Working capital
|
1,402,526
|
|
|
1,042,777
|
|
|
1,135,409
|
|
(9)
|
1,174,795
|
|
|
317,445
|
|
|
|||||
Total assets
|
6,381,519
|
|
|
6,522,323
|
|
|
6,596,819
|
|
|
6,892,379
|
|
(5)
|
920,312
|
|
|
|||||
Long-term debt and capital lease obligations, less current portion
|
983,290
|
|
|
989,154
|
|
|
988,130
|
|
(7)
|
—
|
|
|
18
|
|
|
|||||
Stockholders' equity
|
4,775,564
|
|
|
4,896,722
|
|
|
4,999,672
|
|
|
6,173,160
|
|
|
676,351
|
|
|
•
|
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 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 SAW filters, PAs, LNAs, switches, multimode multi-band PAs and transmit modules, RF power management ICs, diversity receive modules, antenna switch modules, antenna tuning and control solutions, modules incorporating PADs and modules incorporating S-PADs.
|
•
|
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 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 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, CMOS system-on-a-chip solutions, premium BAW and SAW filter solutions and various multi-chip and hybrid assemblies.
|
•
|
Our revenue
decreased
1.9%
in fiscal
2018
to
$2,973.5 million
compared to
$3,032.6 million
in 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 defense and aerospace and Wi-Fi products as well as higher demand for our cellular RF solutions in support of our largest end customer.
|
•
|
Our gross margin for fiscal
2018
was
38.6%
compared to
37.4%
for fiscal
2017
. Gross margin was positively impacted by improved manufacturing and test yields on certain high-volume products, lower depreciation, favorable changes in product mix within our cellular RF solutions and growth in demand for our IDP products. This increase in gross margin was partially offset by lower factory utilization, average selling price erosion and higher intangible amortization.
|
•
|
Our operating income was
$70.3 million
in fiscal
2018
compared to
$88.1 million
in fiscal
2017
. This decrease was primarily due to one-time restructuring charges, partially offset by lower personnel-related costs as well as cost savings resulting from restructuring initiatives described below and ongoing efforts to optimize our product portfolio.
|
•
|
During fiscal
2018
, we initiated restructuring actions to improve operating efficiencies. As a result of these actions, we recorded approximately
$18.3 million
of employee termination benefits and adjusted the carrying value of certain held for sale assets located in China and the U.S. to fair market value (resulting in impairment charges totaling approximately
$46.3 million
).
|
•
|
Our net loss per diluted share was
$0.32
for fiscal
2018
as compared to net loss per diluted share of
$0.13
for fiscal
2017
.
|
•
|
We generated positive cash flow from operations of
$852.5 million
for fiscal
2018
as compared to
$776.8 million
for fiscal
2017
. This year-over-year increase was primarily due to changes in working capital. The Tax Act did not have an impact on our fiscal 2018 cash flows from operating activities.
|
•
|
Capital expenditures totaled
$269.8 million
in fiscal
2018
, as compared to
$552.7 million
in fiscal
2017
. The comparable prior year period expenditures were related to projects that increased premium filter capacity and manufacturing cost saving initiatives.
|
•
|
The Tax Act, enacted during the third quarter of fiscal 2018, lowers the U.S. federal corporate income tax rate from 35% to 21% as of January 1, 2018, and implements a territorial tax system that will allow the repatriation of future foreign earnings without incurring additional U.S. federal income tax. This tax law change resulted in a provisional tax benefit of
$39.1 million
to reduce the U.S. deferred tax assets and liabilities and a provisional tax expense of
$116.4 million
for a one-time transitional deemed repatriation of our historical unremitted foreign earnings.
|
•
|
During fiscal
2018
, we repurchased approximately
2.9 million
shares of our common stock for approximately
$219.9 million
.
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(In thousands, except percentages)
|
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|||||||||
Revenue
|
|
$
|
2,973,536
|
|
|
100.0
|
%
|
|
$
|
3,032,574
|
|
|
100.0
|
%
|
|
$
|
2,610,726
|
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,826,570
|
|
|
61.4
|
|
|
1,897,062
|
|
|
62.6
|
|
|
1,561,173
|
|
|
59.8
|
|
|||
Gross profit
|
|
1,146,966
|
|
|
38.6
|
|
|
1,135,512
|
|
|
37.4
|
|
|
1,049,553
|
|
|
40.2
|
|
|||
Research and development
|
|
445,103
|
|
|
15.0
|
|
|
470,836
|
|
|
15.5
|
|
|
448,763
|
|
|
17.2
|
|
|||
Selling, general, and administrative
|
|
527,751
|
|
|
17.7
|
|
|
545,588
|
|
|
18.0
|
|
|
534,099
|
|
|
20.4
|
|
|||
Other operating expense
|
|
103,830
|
|
|
3.5
|
|
|
31,029
|
|
|
1.0
|
|
|
54,723
|
|
|
2.1
|
|
|||
Operating income
|
|
$
|
70,282
|
|
|
2.4
|
%
|
|
$
|
88,059
|
|
|
2.9
|
%
|
|
11,968
|
|
|
0.5
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
$
|
2,181,161
|
|
|
$
|
2,384,041
|
|
|
$
|
2,083,334
|
|
Operating income
|
|
$
|
549,574
|
|
|
$
|
554,001
|
|
|
$
|
591,751
|
|
Operating income as a % of revenue
|
|
25.2
|
%
|
|
23.2
|
%
|
|
28.4
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except percentages)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
$
|
788,495
|
|
|
$
|
644,653
|
|
|
$
|
523,512
|
|
Operating income
|
|
$
|
235,719
|
|
|
$
|
152,539
|
|
|
$
|
108,370
|
|
Operating income as a % of revenue
|
|
29.9
|
%
|
|
23.7
|
%
|
|
20.7
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
|
$
|
(59,548
|
)
|
|
$
|
(58,879
|
)
|
|
$
|
(23,316
|
)
|
Interest income
|
|
7,017
|
|
|
1,212
|
|
|
2,068
|
|
|||
Other (expense) income
|
|
(606
|
)
|
|
(3,087
|
)
|
|
6,418
|
|
|||
Income tax expense
|
|
(57,433
|
)
|
|
(43,863
|
)
|
|
(25,983
|
)
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total Payments
|
|
Fiscal 2019
|
|
Fiscal 2020-2021
|
|
Fiscal 2022-2023
|
|
Fiscal 2024 and thereafter
|
||||||||||
Capital commitments
(1)
|
$
|
39,793
|
|
|
$
|
39,200
|
|
|
$
|
—
|
|
|
$
|
593
|
|
|
$
|
—
|
|
Long-term debt obligations
(2)
|
1,480,132
|
|
|
68,396
|
|
|
136,793
|
|
|
136,793
|
|
|
1,138,150
|
|
|||||
Capital lease
(3)
|
52,431
|
|
|
—
|
|
|
2,094
|
|
|
2,094
|
|
|
48,243
|
|
|||||
Operating leases
|
68,582
|
|
|
12,490
|
|
|
21,898
|
|
|
15,740
|
|
|
18,454
|
|
|||||
Other purchase obligations and commitments
(4)
|
290,626
|
|
|
283,452
|
|
|
7,174
|
|
|
—
|
|
|
—
|
|
|||||
Cross-licensing liability
(5)
|
10,340
|
|
|
2,540
|
|
|
4,800
|
|
|
3,000
|
|
|
—
|
|
|||||
Deferred compensation
(6)
|
14,284
|
|
|
966
|
|
|
1,397
|
|
|
887
|
|
|
11,034
|
|
|||||
Total
|
$
|
1,956,188
|
|
|
$
|
407,044
|
|
|
$
|
174,156
|
|
|
$
|
159,107
|
|
|
$
|
1,215,881
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Page
|
|
|
Consolidated Statements of S
tockholders' Equity
|
|
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
(Notes 1 & 3)
|
$
|
926,037
|
|
|
$
|
545,463
|
|
Accounts receivable, less allowance of $134 and $58 as of March 31, 2018 and April 1, 2017, respectively
|
345,957
|
|
|
357,948
|
|
||
Inventories
(Notes 1 & 4)
|
472,292
|
|
|
430,454
|
|
||
Prepaid expenses
|
23,909
|
|
|
36,229
|
|
||
Other receivables
(Note 1)
|
44,795
|
|
|
65,247
|
|
||
Other current assets
(Notes 1 & 9)
|
30,815
|
|
|
26,264
|
|
||
Total current assets
|
1,843,805
|
|
|
1,461,605
|
|
||
Property and equipment, net
(Notes 1 & 5)
|
1,374,112
|
|
|
1,391,932
|
|
||
Goodwill
(Notes 1, 6 & 7)
|
2,173,889
|
|
|
2,173,914
|
|
||
Intangible assets, net
(Notes 1, 6 & 7)
|
860,336
|
|
|
1,400,563
|
|
||
Long-term investments
(Notes 1 & 3)
|
63,765
|
|
|
35,494
|
|
||
Other non-current assets
(Notes 9 & 12)
|
65,612
|
|
|
58,815
|
|
||
Total assets
|
$
|
6,381,519
|
|
|
$
|
6,522,323
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
213,193
|
|
|
$
|
216,246
|
|
Accrued liabilities
(Notes 1, 9, 10, & 11)
|
167,182
|
|
|
170,584
|
|
||
Other current liabilities (
Note 12
)
|
60,904
|
|
|
31,998
|
|
||
Total current liabilities
|
441,279
|
|
|
418,828
|
|
||
Long-term debt
(Note 8)
|
983,290
|
|
|
989,154
|
|
||
Deferred tax liabilities (
Note 12
)
|
63,084
|
|
|
131,511
|
|
||
Other long-term liabilities
(Notes 9, 10, 11 & 12)
|
118,302
|
|
|
86,108
|
|
||
Total liabilities
|
1,605,955
|
|
|
1,625,601
|
|
||
Commitments and contingent liabilities
(Note 10)
|
|
|
|
|
|
||
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; 126,322 and 126,464 shares issued and outstanding at March 31, 2018 and April 1, 2017, respectively
|
5,237,085
|
|
|
5,357,394
|
|
||
Accumulated other comprehensive loss, net of tax
|
(2,752
|
)
|
|
(4,306
|
)
|
||
Accumulated deficit
|
(458,769
|
)
|
|
(456,366
|
)
|
||
Total stockholders’ equity
|
4,775,564
|
|
|
4,896,722
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,381,519
|
|
|
$
|
6,522,323
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
2,973,536
|
|
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
Cost of goods sold
|
1,826,570
|
|
|
1,897,062
|
|
|
1,561,173
|
|
|||
Gross profit
|
1,146,966
|
|
|
1,135,512
|
|
|
1,049,553
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
445,103
|
|
|
470,836
|
|
|
448,763
|
|
|||
Selling, general and administrative
|
527,751
|
|
|
545,588
|
|
|
534,099
|
|
|||
Other operating expense
(Notes 6 & 11)
|
103,830
|
|
|
31,029
|
|
|
54,723
|
|
|||
Total operating expenses
|
1,076,684
|
|
|
1,047,453
|
|
|
1,037,585
|
|
|||
Income from operations
|
70,282
|
|
|
88,059
|
|
|
11,968
|
|
|||
|
|
|
|
|
|
||||||
Interest expense (
Note 8)
|
(59,548
|
)
|
|
(58,879
|
)
|
|
(23,316
|
)
|
|||
Interest income
|
7,017
|
|
|
1,212
|
|
|
2,068
|
|
|||
Other (expense) income
|
(606
|
)
|
|
(3,087
|
)
|
|
6,418
|
|
|||
Income (loss) before income taxes
|
$
|
17,145
|
|
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
|
|
|
|
|
||||||
Income tax expense
(Note 12)
|
(57,433
|
)
|
|
(43,863
|
)
|
|
(25,983
|
)
|
|||
Net loss
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
|
|
|
|
|
||||||
Net loss per share
(Note 13):
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding
(Note 13)
:
|
|
|
|
|
|
||||||
Basic
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|||
Diluted
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|||
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
Total comprehensive loss:
|
|
|
|
|
|
||||||
Unrealized gain on marketable securities, net of tax
|
204
|
|
|
53
|
|
|
742
|
|
|||
Change in pension liability, net of tax
|
476
|
|
|
(339
|
)
|
|
1,153
|
|
|||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
1,276
|
|
|
(1,014
|
)
|
|
(89
|
)
|
|||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
||||||
Recognized gain on marketable securities
|
—
|
|
|
—
|
|
|
(4,994
|
)
|
|||
Foreign currency gain recognized and included in net loss
|
(581
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of pension actuarial loss
|
179
|
|
|
127
|
|
|
179
|
|
|||
Other comprehensive income (loss)
|
1,554
|
|
|
(1,173
|
)
|
|
(3,009
|
)
|
|||
Total comprehensive loss
|
$
|
(38,734
|
)
|
|
$
|
(17,731
|
)
|
|
$
|
(31,854
|
)
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||
|
|
|
|
|
Other
|
|
|
|
|
|||||||||
|
Common Stock
|
|
Comprehensive
|
|
Accumulated
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Loss
|
|
Deficit
|
|
Total
|
|||||||||
March 28, 2015
|
149,059
|
|
|
$
|
6,584,247
|
|
|
$
|
(124
|
)
|
|
$
|
(410,963
|
)
|
|
$
|
6,173,160
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,845
|
)
|
|
(28,845
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(3,009
|
)
|
|
—
|
|
|
(3,009
|
)
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
2,156
|
|
|
4,406
|
|
|
—
|
|
|
—
|
|
|
4,406
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
429
|
|
|
17,967
|
|
|
—
|
|
|
—
|
|
|
17,967
|
|
||||
Tax benefit from exercised stock options
|
—
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
636
|
|
||||
Repurchase of common stock, including transaction costs
|
(24,258
|
)
|
|
(1,300,009
|
)
|
|
—
|
|
|
—
|
|
|
(1,300,009
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
135,366
|
|
|
—
|
|
|
—
|
|
|
135,366
|
|
||||
Balance, April 2, 2016
|
127,386
|
|
|
$
|
5,442,613
|
|
|
$
|
(3,133
|
)
|
|
$
|
(439,808
|
)
|
|
$
|
4,999,672
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,558
|
)
|
|
(16,558
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
|
—
|
|
|
(1,173
|
)
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
2,484
|
|
|
16,832
|
|
|
—
|
|
|
—
|
|
|
16,832
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
678
|
|
|
25,640
|
|
|
—
|
|
|
—
|
|
|
25,640
|
|
||||
Tax deficiency from exercised stock options
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||
Repurchase of common stock, including transaction costs
|
(4,084
|
)
|
|
(209,357
|
)
|
|
—
|
|
|
—
|
|
|
(209,357
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
81,722
|
|
|
—
|
|
|
—
|
|
|
81,722
|
|
||||
Balance, April 1, 2017
|
126,464
|
|
|
$
|
5,357,394
|
|
|
$
|
(4,306
|
)
|
|
$
|
(456,366
|
)
|
|
$
|
4,896,722
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,288
|
)
|
|
(40,288
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1,554
|
|
|
—
|
|
|
1,554
|
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
2,246
|
|
|
4,735
|
|
|
—
|
|
|
—
|
|
|
4,735
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
541
|
|
|
28,064
|
|
|
—
|
|
|
—
|
|
|
28,064
|
|
||||
Cumulative-effect adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
36,684
|
|
|
36,684
|
|
||||
Cumulative-effect adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
1,201
|
|
||||
Repurchase of common stock, including transaction costs
|
(2,929
|
)
|
|
(219,907
|
)
|
|
—
|
|
|
—
|
|
|
(219,907
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
66,799
|
|
|
—
|
|
|
—
|
|
|
66,799
|
|
||||
Balance, March 31, 2018
|
126,322
|
|
|
$
|
5,237,085
|
|
|
$
|
(2,752
|
)
|
|
$
|
(458,769
|
)
|
|
$
|
4,775,564
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
174,425
|
|
|
209,825
|
|
|
180,362
|
|
|||
Intangible assets amortization
(Note 7)
|
539,790
|
|
|
494,752
|
|
|
494,589
|
|
|||
Amortization of debt issuance cost and other non-cash items
|
1,858
|
|
|
1,709
|
|
|
112
|
|
|||
Excess tax benefit from exercises of stock options
|
—
|
|
|
(65
|
)
|
|
(935
|
)
|
|||
Deferred income taxes
|
(32,248
|
)
|
|
(28,027
|
)
|
|
(12,189
|
)
|
|||
Foreign currency adjustments
|
953
|
|
|
(36
|
)
|
|
1,705
|
|
|||
Loss (income) on investments and other assets, net (
Note 11
)
|
49,177
|
|
|
5,478
|
|
|
(4,705
|
)
|
|||
Stock-based compensation expense
|
68,158
|
|
|
88,845
|
|
|
139,516
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
12,906
|
|
|
(36,873
|
)
|
|
36,682
|
|
|||
Inventories
|
(41,887
|
)
|
|
(6,442
|
)
|
|
(84,116
|
)
|
|||
Prepaid expenses and other current and non-current assets
|
28,310
|
|
|
20,285
|
|
|
(28,871
|
)
|
|||
Accounts payable
|
38,952
|
|
|
(1,035
|
)
|
|
(461
|
)
|
|||
Accrued liabilities
|
(2,623
|
)
|
|
26,866
|
|
|
3,862
|
|
|||
Income tax payable/(recoverable)
|
50,801
|
|
|
13,414
|
|
|
4,300
|
|
|||
Other assets and liabilities
|
4,236
|
|
|
4,682
|
|
|
(13,079
|
)
|
|||
Net cash provided by operating activities
|
852,520
|
|
|
776,820
|
|
|
687,927
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(269,835
|
)
|
|
(552,702
|
)
|
|
(315,624
|
)
|
|||
Purchase of available-for-sale securities
|
—
|
|
|
(469
|
)
|
|
(340,527
|
)
|
|||
Proceeds from maturities of available-for-sale securities
|
—
|
|
|
186,793
|
|
|
390,009
|
|
|||
Purchase of business, net of cash acquired
(Note 6)
|
—
|
|
|
(117,994
|
)
|
|
—
|
|
|||
Other investing
|
(7,574
|
)
|
|
(5,976
|
)
|
|
(12,572
|
)
|
|||
Net cash used in investing activities
|
(277,409
|
)
|
|
(490,348
|
)
|
|
(278,714
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Repurchase of common stock, including transaction costs
|
(219,907
|
)
|
|
(209,357
|
)
|
|
(1,300,009
|
)
|
|||
Proceeds from debt issuances
|
100,000
|
|
|
—
|
|
|
1,175,000
|
|
|||
Payment of debt
|
(107,729
|
)
|
|
—
|
|
|
(175,000
|
)
|
|||
Debt issuance costs
|
(1,916
|
)
|
|
—
|
|
|
(13,588
|
)
|
|||
Proceeds from the issuance of common stock
|
57,412
|
|
|
59,148
|
|
|
51,875
|
|
|||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,708
|
)
|
|
(15,516
|
)
|
|
(22,168
|
)
|
|||
Excess tax benefit from exercises of stock options
|
—
|
|
|
65
|
|
|
935
|
|
|||
Other financing
|
—
|
|
|
10
|
|
|
(29
|
)
|
|||
Net cash used in financing activities
|
(196,848
|
)
|
|
(165,650
|
)
|
|
(282,984
|
)
|
|||
Effect of exchange rate changes on cash
|
2,360
|
|
|
(1,105
|
)
|
|
(294
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
380,623
|
|
|
119,717
|
|
|
125,935
|
|
|||
Cash, cash equivalents and restricted cash at the beginning of the period
|
545,779
|
|
|
426,062
|
|
|
300,127
|
|
|||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
926,402
|
|
|
$
|
545,779
|
|
|
$
|
426,062
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
70,208
|
|
|
$
|
71,171
|
|
|
$
|
2,164
|
|
Cash paid during the year for income taxes
|
$
|
41,478
|
|
|
$
|
52,656
|
|
|
$
|
34,942
|
|
Non-cash investing and financing information:
|
|
|
|
|
|
||||||
Capital expenditure adjustments included in liabilities
|
$
|
31,769
|
|
|
$
|
75,340
|
|
|
$
|
33,548
|
|
1.
|
THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
|
|
Fiscal Year
|
||||
|
2018
|
|
2017
|
|
2016
|
Apple Inc. ("Apple")
|
36%
|
|
34%
|
|
37%
|
Huawei Technologies Co., Ltd.
|
8%
|
|
11%
|
|
12%
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
1,843
|
|
Money market funds
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
|
$
|
1,959
|
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
1,852
|
|
April 1, 2017
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,721
|
|
Money market funds
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,735
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Due after ten years
|
1,950
|
|
|
1,843
|
|
|
2,150
|
|
|
1,721
|
|
||||
Total investments in debt securities
|
$
|
1,959
|
|
|
$
|
1,852
|
|
|
$
|
2,164
|
|
|
$
|
1,735
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
||||||
March 31, 2018
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Money market funds
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
—
|
|
||
|
|
Auction rate securities
(1)
|
1,843
|
|
|
—
|
|
|
1,843
|
|
|||||
|
|
Invested funds in deferred compensation plan
(2)
|
14,284
|
|
|
14,284
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
16,136
|
|
|
$
|
14,293
|
|
|
$
|
1,843
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(2)
|
$
|
14,284
|
|
|
$
|
14,284
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
14,284
|
|
|
$
|
14,284
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
April 1, 2017
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Money market funds
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
||
|
|
Auction rate securities
(1)
|
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
|
|
|
$
|
—
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||
Raw materials
|
$
|
110,389
|
|
|
$
|
92,282
|
|
Work in process
|
221,137
|
|
|
198,339
|
|
||
Finished goods
|
140,766
|
|
|
139,833
|
|
||
Total inventories
|
$
|
472,292
|
|
|
$
|
430,454
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||
Land
|
$
|
23,778
|
|
|
$
|
25,025
|
|
Building and leasehold improvements
|
389,234
|
|
|
384,784
|
|
||
Machinery and equipment
|
1,660,138
|
|
|
1,659,404
|
|
||
|
2,073,150
|
|
|
2,069,213
|
|
||
Less accumulated depreciation
|
(911,910
|
)
|
|
(981,328
|
)
|
||
|
1,161,240
|
|
|
1,087,885
|
|
||
Construction in progress
|
212,872
|
|
|
304,047
|
|
||
Total property and equipment, net
|
$
|
1,374,112
|
|
|
$
|
1,391,932
|
|
|
Mobile Products
|
|
Infrastructure and Defense Products
|
|
Total
|
||||||
Balance as of April 2, 2016 (1)
|
$
|
1,751,503
|
|
|
384,194
|
|
|
$
|
2,135,697
|
|
|
GreenPeak acquisition
|
—
|
|
|
38,217
|
|
|
38,217
|
|
|||
Balance as of April 1, 2017 (1)
|
1,751,503
|
|
|
422,411
|
|
|
2,173,914
|
|
|||
GreenPeak acquisition measurement adjustment
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||
Balance as of March 31, 2018 (1)
|
$
|
1,751,503
|
|
|
$
|
422,386
|
|
|
$
|
2,173,889
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,272,725
|
|
|
$
|
936,175
|
|
|
$
|
1,272,725
|
|
|
$
|
656,688
|
|
Developed technology
|
1,246,335
|
|
|
733,081
|
|
|
1,209,335
|
|
|
481,441
|
|
||||
Trade names
|
29,391
|
|
|
29,377
|
|
|
29,353
|
|
|
21,912
|
|
||||
Technology licenses
|
12,379
|
|
|
11,904
|
|
|
13,346
|
|
|
11,711
|
|
||||
Non-compete agreement
|
1,026
|
|
|
983
|
|
|
1,026
|
|
|
470
|
|
||||
IPRD
|
10,000
|
|
|
N/A
|
|
|
47,000
|
|
|
N/A
|
|
||||
Total
|
$
|
2,571,856
|
|
|
$
|
1,711,520
|
|
|
$
|
2,572,785
|
|
|
$
|
1,172,222
|
|
Fiscal Year
|
Estimated
Amortization
Expense
|
||
2019
|
$
|
455,000
|
|
2020
|
207,000
|
|
|
2021
|
155,000
|
|
|
2022
|
28,000
|
|
|
2023
|
12,000
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||
6.75% Senior Notes due 2023
|
$
|
444,464
|
|
|
$
|
450,000
|
|
7.00% Senior Notes due 2025
|
548,500
|
|
|
550,000
|
|
||
Less unamortized issuance costs
|
(9,674
|
)
|
|
(10,846
|
)
|
||
Total long-term debt
|
$
|
983,290
|
|
|
$
|
989,154
|
|
Fiscal Year
|
|
Operating Leases
|
|
Capital Lease
|
|
Total
|
||||||
2019
|
|
$
|
12,490
|
|
|
$
|
0
|
|
|
$
|
12,490
|
|
2020
|
|
11,429
|
|
|
1,047
|
|
|
12,476
|
|
|||
2021
|
|
10,469
|
|
|
1,047
|
|
|
11,516
|
|
|||
2022
|
|
8,577
|
|
|
1,047
|
|
|
9,624
|
|
|||
2023
|
|
7,163
|
|
|
1,047
|
|
|
8,210
|
|
|||
Thereafter
|
|
18,454
|
|
|
48,243
|
|
|
66,697
|
|
|||
Total minimum lease payments
|
|
$
|
68,582
|
|
|
$
|
52,431
|
|
|
$
|
121,013
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
(151,083
|
)
|
|
$
|
2,439
|
|
|
$
|
(35,923
|
)
|
Foreign
|
168,228
|
|
|
24,866
|
|
|
33,061
|
|
|||
Total
|
$
|
17,145
|
|
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(28,168
|
)
|
|
$
|
(23,835
|
)
|
|
$
|
(4,285
|
)
|
State
|
(229
|
)
|
|
(476
|
)
|
|
(541
|
)
|
|||
Foreign
|
(61,284
|
)
|
|
(47,579
|
)
|
|
(33,346
|
)
|
|||
|
(89,681
|
)
|
|
(71,890
|
)
|
|
(38,172
|
)
|
|||
Deferred benefit (expense):
|
|
|
|
|
|
||||||
Federal
|
$
|
11,817
|
|
|
$
|
2,762
|
|
|
$
|
27,794
|
|
State
(1)
|
253
|
|
|
3,659
|
|
|
(31,229
|
)
|
|||
Foreign
|
20,178
|
|
|
21,606
|
|
|
15,624
|
|
|||
|
32,248
|
|
|
28,027
|
|
|
12,189
|
|
|||
Total
|
$
|
(57,433
|
)
|
|
$
|
(43,863
|
)
|
|
$
|
(25,983
|
)
|
|
Fiscal Year
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|||||||||
Income tax (expense) benefit at statutory federal rate
|
$
|
(5,407
|
)
|
31.54
|
%
|
|
$
|
(9,557
|
)
|
35.00
|
%
|
|
$
|
1,002
|
|
35.00
|
%
|
(Increase) decrease resulting from:
|
|
|
|
|
|
|
|
|
|||||||||
State benefit (provision), net of federal (provision) benefit
|
474
|
|
(2.77
|
)
|
|
(662
|
)
|
2.42
|
|
|
(1,320
|
)
|
(46.14
|
)
|
|||
Tax credits
|
38,054
|
|
(221.95
|
)
|
|
15,352
|
|
(56.22
|
)
|
|
15,459
|
|
540.21
|
|
|||
Effect of changes in income tax rate applied to net deferred tax assets
|
39,168
|
|
(228.45
|
)
|
|
1,163
|
|
(4.26
|
)
|
|
(2,716
|
)
|
(94.92
|
)
|
|||
Foreign tax rate difference
|
21,829
|
|
(127.32
|
)
|
|
(11,298
|
)
|
41.38
|
|
|
4,114
|
|
143.77
|
|
|||
Foreign permanent differences
|
(2,598
|
)
|
15.15
|
|
|
(8,432
|
)
|
30.88
|
|
|
(1,700
|
)
|
(59.40
|
)
|
|||
Change in valuation allowance
|
(1,632
|
)
|
9.52
|
|
|
1,363
|
|
(4.99
|
)
|
|
(25,120
|
)
|
(877.84
|
)
|
|||
Stock-based compensation
|
9,924
|
|
(57.88
|
)
|
|
(3,228
|
)
|
11.82
|
|
|
(5,362
|
)
|
(187.37
|
)
|
|||
Tax reserve adjustments
|
(29,188
|
)
|
170.24
|
|
|
(21,789
|
)
|
79.80
|
|
|
(8,699
|
)
|
(303.99
|
)
|
|||
Deemed dividend
|
(5,098
|
)
|
29.73
|
|
|
(6,989
|
)
|
25.60
|
|
|
(3,984
|
)
|
(139.21
|
)
|
|||
U.S. Tax Toll Charge
|
(116,419
|
)
|
679.03
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Intra-entity transfer
|
(6,873
|
)
|
40.09
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Other income tax (expense) benefit
|
333
|
|
(1.94
|
)
|
|
214
|
|
(0.79
|
)
|
|
2,343
|
|
81.89
|
|
|||
|
$
|
(57,433
|
)
|
334.99
|
%
|
|
$
|
(43,863
|
)
|
160.64
|
%
|
|
$
|
(25,983
|
)
|
(908.00
|
)%
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserve
|
$
|
9,894
|
|
|
$
|
15,599
|
|
Equity compensation
|
37,724
|
|
|
83,333
|
|
||
Net operating loss carry-forwards
|
50,128
|
|
|
40,575
|
|
||
Research and other credits
|
39,513
|
|
|
92,793
|
|
||
Employee benefits
|
12,842
|
|
|
13,247
|
|
||
Other deferred assets
|
16,620
|
|
|
23,355
|
|
||
Total deferred income tax assets
|
166,721
|
|
|
268,902
|
|
||
Valuation allowance
|
(42,787
|
)
|
|
(33,104
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
$
|
123,934
|
|
|
$
|
235,798
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Amortization and purchase accounting basis difference
|
$
|
(101,261
|
)
|
|
$
|
(258,422
|
)
|
Accumulated depreciation/basis difference
|
(63,363
|
)
|
|
(91,337
|
)
|
||
Total deferred income tax liabilities
|
(164,624
|
)
|
|
(349,759
|
)
|
||
Net deferred income tax liabilities
|
$
|
(40,690
|
)
|
|
$
|
(113,961
|
)
|
|
|
|
|
||||
Amounts included in the Consolidated Balance Sheets:
|
|
|
|
||||
Non-current assets
|
22,394
|
|
|
17,550
|
|
||
Non-current liabilities
|
(63,084
|
)
|
|
(131,511
|
)
|
||
|
|
|
|
||||
Net deferred income tax liabilities
|
$
|
(40,690
|
)
|
|
$
|
(113,961
|
)
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
$
|
90,615
|
|
|
$
|
69,052
|
|
|
$
|
59,397
|
|
Additions based on positions related to current year
|
26,431
|
|
|
20,036
|
|
|
9,374
|
|
|||
Additions for tax positions in prior years
|
5,844
|
|
|
1,878
|
|
|
2,723
|
|
|||
Reductions for tax positions in prior years
|
(67
|
)
|
|
(29
|
)
|
|
(1,973
|
)
|
|||
Expiration of statute of limitations
|
—
|
|
|
(322
|
)
|
|
(469
|
)
|
|||
Ending balance
|
$
|
122,823
|
|
|
$
|
90,615
|
|
|
$
|
69,052
|
|
|
For Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Numerator for basic and diluted net loss per share — net loss available to common stockholders
|
$
|
(40,288
|
)
|
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net loss per share — weighted average shares
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted net loss per share — adjusted weighted average shares and assumed conversions
|
126,946
|
|
|
127,121
|
|
|
141,937
|
|
|||
Basic net loss per share
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
Diluted net loss per share
|
$
|
(0.32
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
Shares
(in thousands) |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate
Intrinsic Value (in thousands) |
|||||
Outstanding as of April 1, 2017
|
4,177
|
|
$
|
19.72
|
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1,544)
|
|
$
|
19.07
|
|
|
|
|
|
|||
Canceled
|
(5)
|
|
$
|
41.86
|
|
|
|
|
|
|||
Forfeited
|
(5)
|
|
$
|
19.99
|
|
|
|
|
|
|||
Outstanding as of March 31, 2018
|
2,623
|
|
$
|
20.06
|
|
|
3.64
|
|
$
|
132,217
|
|
|
Vested and expected to vest as of March 31, 2018
|
2,623
|
|
$
|
20.06
|
|
|
3.64
|
|
$
|
132,216
|
|
|
Options exercisable as of March 31, 2018
|
2,597
|
|
$
|
19.79
|
|
|
3.64
|
|
$
|
131,585
|
|
|
Fiscal Year
|
||||||
|
2018
|
|
2017
|
|
2016
|
||
Expected volatility
|
N/A
|
|
N/A
|
|
42.8
|
%
|
|
Expected dividend yield
|
N/A
|
|
N/A
|
|
0.0
|
%
|
|
Expected term (in years)
|
N/A
|
|
N/A
|
|
5.7
|
|
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
1.6
|
%
|
|
Weighted-average grant-date fair value of options granted during the period
|
N/A
|
|
N/A
|
|
$
|
32.62
|
|
|
Shares
(in thousands) |
|
Weighted-Average
Grant-Date Fair Value |
|||
Balance at April 1, 2017
|
2,375
|
|
|
$
|
53.00
|
|
Granted
|
998
|
|
|
68.67
|
|
|
Vested
|
(1,059)
|
|
|
50.30
|
|
|
Forfeited
|
(127)
|
|
|
57.73
|
|
|
Balance at March 31, 2018
|
2,187
|
|
|
$
|
59.46
|
|
Outstanding stock options under formal directors’ and employees’ stock option plans
|
2,623
|
Possible future issuance under Company stock incentive plans
|
6,254
|
Employee stock purchase plan
|
4,594
|
Restricted stock-based units granted
|
2,187
|
Total shares reserved
|
15,658
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
MP
|
$
|
2,181,161
|
|
|
$
|
2,384,041
|
|
|
$
|
2,083,334
|
|
IDP
|
788,495
|
|
|
644,653
|
|
|
523,512
|
|
|||
All other (1)
|
3,880
|
|
|
3,880
|
|
|
3,880
|
|
|||
Total revenue
|
$
|
2,973,536
|
|
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
Income from operations:
|
|
|
|
|
|
||||||
MP
|
$
|
549,574
|
|
|
$
|
554,001
|
|
|
$
|
591,751
|
|
IDP
|
235,719
|
|
|
152,539
|
|
|
108,370
|
|
|||
All other
|
(715,011
|
)
|
|
(618,481
|
)
|
|
(688,153
|
)
|
|||
Income from operations
|
$
|
70,282
|
|
|
$
|
88,059
|
|
|
$
|
11,968
|
|
Interest expense
|
$
|
(59,548
|
)
|
|
$
|
(58,879
|
)
|
|
$
|
(23,316
|
)
|
Interest income
|
7,017
|
|
|
1,212
|
|
|
2,068
|
|
|||
Other (expense) income
|
(606
|
)
|
|
(3,087
|
)
|
|
6,418
|
|
|||
Income (loss) before income taxes
|
$
|
17,145
|
|
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
(68,158
|
)
|
|
$
|
(88,845
|
)
|
|
$
|
(139,516
|
)
|
Amortization of intangible assets
|
(539,362
|
)
|
|
(494,387
|
)
|
|
(494,589
|
)
|
|||
Acquisition and integration related costs
|
(10,561
|
)
|
|
(25,391
|
)
|
|
(26,503
|
)
|
|||
Restructuring charges
|
(21,406
|
)
|
|
(1,696
|
)
|
|
(4,235
|
)
|
|||
Start-up costs
|
(24,271
|
)
|
|
(9,694
|
)
|
|
(14,110
|
)
|
|||
Other (including loss (gain) on assets and other miscellaneous corporate overhead)
|
(51,253
|
)
|
|
1,532
|
|
|
(9,200
|
)
|
|||
Loss from operations for “All other”
|
$
|
(715,011
|
)
|
|
$
|
(618,481
|
)
|
|
$
|
(688,153
|
)
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
524,472
|
|
|
$
|
467,031
|
|
|
$
|
306,328
|
|
International
|
2,449,064
|
|
|
2,565,543
|
|
|
2,304,398
|
|
|
Fiscal Year
|
||||
|
2018
|
|
2017
|
|
2016
|
Revenue:
|
|
|
|
|
|
United States
|
18%
|
|
15%
|
|
12%
|
Asia
|
78
|
|
81
|
|
83
|
Europe
|
3
|
|
3
|
|
4
|
Other
|
1
|
|
1
|
|
1
|
|
March 31, 2018
|
|
April 1, 2017
|
|
April 2, 2016
|
||||||
Long-lived tangible assets:
|
|
|
|
|
|
||||||
United States
|
$
|
1,089,157
|
|
|
$
|
1,082,754
|
|
|
$
|
816,882
|
|
China
|
217,205
|
|
|
244,728
|
|
|
183,836
|
|
|||
Other countries
|
67,750
|
|
|
64,450
|
|
|
46,170
|
|
(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 and eliminations representing adjustments to (a) eliminate intercompany transactions between or among 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
|
||||||||||||||||||
|
March 31, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
629,314
|
|
|
$
|
296,723
|
|
|
$
|
—
|
|
|
$
|
926,037
|
|
Accounts receivable, less allowance
|
—
|
|
|
76,863
|
|
|
269,094
|
|
|
—
|
|
|
345,957
|
|
|||||
Intercompany accounts and note receivable
|
—
|
|
|
272,409
|
|
|
53,363
|
|
|
(325,772
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
154,651
|
|
|
339,434
|
|
|
(21,793
|
)
|
|
472,292
|
|
|||||
Prepaid expenses
|
—
|
|
|
17,530
|
|
|
6,379
|
|
|
—
|
|
|
23,909
|
|
|||||
Other receivables
|
—
|
|
|
5,959
|
|
|
38,836
|
|
|
—
|
|
|
44,795
|
|
|||||
Other current assets
|
—
|
|
|
29,627
|
|
|
1,188
|
|
|
—
|
|
|
30,815
|
|
|||||
Total current assets
|
—
|
|
|
1,186,353
|
|
|
1,005,017
|
|
|
(347,565
|
)
|
|
1,843,805
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,085,255
|
|
|
289,146
|
|
|
(289
|
)
|
|
1,374,112
|
|
|||||
Goodwill
|
—
|
|
|
1,121,941
|
|
|
1,051,948
|
|
|
—
|
|
|
2,173,889
|
|
|||||
Intangible assets, net
|
—
|
|
|
395,317
|
|
|
465,019
|
|
|
—
|
|
|
860,336
|
|
|||||
Long-term investments
|
—
|
|
|
1,847
|
|
|
61,918
|
|
|
—
|
|
|
63,765
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
543,127
|
|
|
116,494
|
|
|
(659,621
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,198,885
|
|
|
2,388,222
|
|
|
—
|
|
|
(8,587,107
|
)
|
|
—
|
|
|||||
Other non-current assets
|
72,122
|
|
|
31,011
|
|
|
32,516
|
|
|
(70,037
|
)
|
|
65,612
|
|
|||||
Total assets
|
$
|
6,271,007
|
|
|
$
|
6,753,073
|
|
|
$
|
3,022,058
|
|
|
$
|
(9,664,619
|
)
|
|
$
|
6,381,519
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
78,278
|
|
|
$
|
134,915
|
|
|
$
|
—
|
|
|
$
|
213,193
|
|
Intercompany accounts and notes payable
|
—
|
|
|
53,363
|
|
|
272,409
|
|
|
(325,772
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
23,102
|
|
|
101,286
|
|
|
43,163
|
|
|
(369
|
)
|
|
167,182
|
|
|||||
Other current liabilities
|
—
|
|
|
3,882
|
|
|
57,022
|
|
|
—
|
|
|
60,904
|
|
|||||
Total current liabilities
|
23,102
|
|
|
236,809
|
|
|
507,509
|
|
|
(326,141
|
)
|
|
441,279
|
|
|||||
Long-term debt
|
983,290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
983,290
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
83,449
|
|
|
16,366
|
|
|
(36,731
|
)
|
|
63,084
|
|
|||||
Long-term intercompany accounts and notes payable
|
489,051
|
|
|
116,494
|
|
|
54,076
|
|
|
(659,621
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
62,417
|
|
|
55,885
|
|
|
—
|
|
|
118,302
|
|
|||||
Total liabilities
|
1,495,443
|
|
|
499,169
|
|
|
633,836
|
|
|
(1,022,493
|
)
|
|
1,605,955
|
|
|||||
Total stockholders’ equity
|
4,775,564
|
|
|
6,253,904
|
|
|
2,388,222
|
|
|
(8,642,126
|
)
|
|
4,775,564
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,271,007
|
|
|
$
|
6,753,073
|
|
|
$
|
3,022,058
|
|
|
$
|
(9,664,619
|
)
|
|
$
|
6,381,519
|
|
|
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 Operations and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Fiscal Year 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,137,783
|
|
|
$
|
2,689,676
|
|
|
$
|
(853,923
|
)
|
|
2,973,536
|
|
|
Cost of goods sold
|
—
|
|
|
828,496
|
|
|
1,723,829
|
|
|
(725,755
|
)
|
|
1,826,570
|
|
|||||
Gross profit
|
—
|
|
|
309,287
|
|
|
965,847
|
|
|
(128,168
|
)
|
|
1,146,966
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
27,688
|
|
|
54,663
|
|
|
382,109
|
|
|
(19,357
|
)
|
|
445,103
|
|
|||||
Selling, general and administrative
|
39,882
|
|
|
248,601
|
|
|
349,739
|
|
|
(110,471
|
)
|
|
527,751
|
|
|||||
Other operating expense
|
588
|
|
|
89,454
|
|
|
13,463
|
|
|
325
|
|
|
103,830
|
|
|||||
Total operating expenses
|
68,158
|
|
|
392,718
|
|
|
745,311
|
|
|
(129,503
|
)
|
|
1,076,684
|
|
|||||
Income (loss) from operations
|
(68,158
|
)
|
|
(83,431
|
)
|
|
220,536
|
|
|
1,335
|
|
|
70,282
|
|
|||||
Interest expense
|
(58,133
|
)
|
|
(2,340
|
)
|
|
(1,505
|
)
|
|
2,430
|
|
|
(59,548
|
)
|
|||||
Interest income
|
—
|
|
|
2,696
|
|
|
6,751
|
|
|
(2,430
|
)
|
|
7,017
|
|
|||||
Other (expense) income
|
(929
|
)
|
|
973
|
|
|
(642
|
)
|
|
(8
|
)
|
|
(606
|
)
|
|||||
Income (loss) before income taxes
|
(127,220
|
)
|
|
(82,102
|
)
|
|
225,140
|
|
|
1,327
|
|
|
17,145
|
|
|||||
Income tax expense
|
(26
|
)
|
|
(15,586
|
)
|
|
(41,821
|
)
|
|
—
|
|
|
(57,433
|
)
|
|||||
Income in subsidiaries
|
86,958
|
|
|
183,319
|
|
|
—
|
|
|
(270,277
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(40,288
|
)
|
|
$
|
85,631
|
|
|
$
|
183,319
|
|
|
$
|
(268,950
|
)
|
|
$
|
(40,288
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(38,734
|
)
|
|
$
|
87,654
|
|
|
$
|
186,172
|
|
|
$
|
(273,826
|
)
|
|
$
|
(38,734
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Fiscal Year 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,316,576
|
|
|
$
|
2,918,865
|
|
|
$
|
(1,202,867
|
)
|
|
3,032,574
|
|
|
Cost of goods sold
|
—
|
|
|
979,190
|
|
|
2,023,715
|
|
|
(1,105,843
|
)
|
|
1,897,062
|
|
|||||
Gross profit
|
—
|
|
|
337,386
|
|
|
895,150
|
|
|
(97,024
|
)
|
|
1,135,512
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
35,379
|
|
|
40,918
|
|
|
416,869
|
|
|
(22,330
|
)
|
|
470,836
|
|
|||||
Selling, general and administrative
|
53,465
|
|
|
253,531
|
|
|
370,812
|
|
|
(132,220
|
)
|
|
545,588
|
|
|||||
Other operating expense
|
—
|
|
|
16,065
|
|
|
8,409
|
|
|
6,555
|
|
|
31,029
|
|
|||||
Total operating expenses
|
88,844
|
|
|
310,514
|
|
|
796,090
|
|
|
(147,995
|
)
|
|
1,047,453
|
|
|||||
Income (loss) from operations
|
(88,844
|
)
|
|
26,872
|
|
|
99,060
|
|
|
50,971
|
|
|
88,059
|
|
|||||
Interest expense
|
(57,344
|
)
|
|
(2,619
|
)
|
|
(3,129
|
)
|
|
4,213
|
|
|
(58,879
|
)
|
|||||
Interest income
|
—
|
|
|
4,457
|
|
|
759
|
|
|
(4,004
|
)
|
|
1,212
|
|
|||||
Other (expense) income
|
—
|
|
|
426
|
|
|
(1,999
|
)
|
|
(1,514
|
)
|
|
(3,087
|
)
|
|||||
Income (loss) before income taxes
|
(146,188
|
)
|
|
29,136
|
|
|
94,691
|
|
|
49,666
|
|
|
27,305
|
|
|||||
Income tax (expense) benefit
|
46,003
|
|
|
(63,893
|
)
|
|
(25,973
|
)
|
|
—
|
|
|
(43,863
|
)
|
|||||
Income in subsidiaries
|
83,627
|
|
|
68,718
|
|
|
—
|
|
|
(152,345
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(16,558
|
)
|
|
$
|
33,961
|
|
|
$
|
68,718
|
|
|
$
|
(102,679
|
)
|
|
$
|
(16,558
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(17,731
|
)
|
|
$
|
34,014
|
|
|
$
|
67,492
|
|
|
$
|
(101,506
|
)
|
|
$
|
(17,731
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Fiscal Year 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
2,212,062
|
|
|
$
|
2,762,150
|
|
|
$
|
(2,363,486
|
)
|
|
2,610,726
|
|
|
Cost of goods sold
|
—
|
|
|
1,778,336
|
|
|
2,060,702
|
|
|
(2,277,865
|
)
|
|
1,561,173
|
|
|||||
Gross profit
|
—
|
|
|
433,726
|
|
|
701,448
|
|
|
(85,621
|
)
|
|
1,049,553
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
67,158
|
|
|
106,560
|
|
|
304,219
|
|
|
(29,174
|
)
|
|
448,763
|
|
|||||
Selling, general and administrative
|
72,358
|
|
|
151,814
|
|
|
360,593
|
|
|
(50,666
|
)
|
|
534,099
|
|
|||||
Other operating expense
|
—
|
|
|
50,928
|
|
|
2,447
|
|
|
1,348
|
|
|
54,723
|
|
|||||
Total operating expenses
|
139,516
|
|
|
309,302
|
|
|
667,259
|
|
|
(78,492
|
)
|
|
1,037,585
|
|
|||||
Income (loss) from operations
|
(139,516
|
)
|
|
124,424
|
|
|
34,189
|
|
|
(7,129
|
)
|
|
11,968
|
|
|||||
Interest expense
|
(21,895
|
)
|
|
(2,419
|
)
|
|
(3,029
|
)
|
|
4,027
|
|
|
(23,316
|
)
|
|||||
Interest income
|
—
|
|
|
2,650
|
|
|
3,003
|
|
|
(3,585
|
)
|
|
2,068
|
|
|||||
Other income (expense)
|
—
|
|
|
5,467
|
|
|
(298
|
)
|
|
1,249
|
|
|
6,418
|
|
|||||
(Loss) income before income taxes
|
(161,411
|
)
|
|
130,122
|
|
|
33,865
|
|
|
(5,438
|
)
|
|
(2,862
|
)
|
|||||
Income tax (expense) benefit
|
44,014
|
|
|
(49,751
|
)
|
|
(20,246
|
)
|
|
—
|
|
|
(25,983
|
)
|
|||||
Income in subsidiaries
|
88,552
|
|
|
13,619
|
|
|
—
|
|
|
(102,171
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(28,845
|
)
|
|
$
|
93,990
|
|
|
$
|
13,619
|
|
|
$
|
(107,609
|
)
|
|
$
|
(28,845
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(31,854
|
)
|
|
$
|
89,738
|
|
|
$
|
14,862
|
|
|
$
|
(104,600
|
)
|
|
$
|
(31,854
|
)
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
196,848
|
|
|
$
|
165,883
|
|
|
$
|
489,789
|
|
|
$
|
—
|
|
|
$
|
852,520
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(226,860
|
)
|
|
(42,975
|
)
|
|
—
|
|
|
(269,835
|
)
|
|||||
Other investing
|
—
|
|
|
22,800
|
|
|
(30,374
|
)
|
|
—
|
|
|
(7,574
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
439,925
|
|
|
(24,100
|
)
|
|
(415,825
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
235,865
|
|
|
(97,449
|
)
|
|
(415,825
|
)
|
|
(277,409
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuances
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Payment of debt
|
(107,729
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,729
|
)
|
|||||
Debt issuance costs
|
(1,916
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,916
|
)
|
|||||
Proceeds from the issuance of common stock
|
57,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,412
|
|
|||||
Repurchase of common stock, including transaction costs
|
(219,907
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219,907
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,708
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,708
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
1,380
|
|
|
(417,205
|
)
|
|
415,825
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(196,848
|
)
|
|
1,380
|
|
|
(417,205
|
)
|
|
415,825
|
|
|
(196,848
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
2,360
|
|
|
—
|
|
|
2,360
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
—
|
|
|
403,128
|
|
|
(22,505
|
)
|
|
—
|
|
|
380,623
|
|
|||||
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
|
$
|
—
|
|
|
$
|
629,314
|
|
|
$
|
297,088
|
|
|
$
|
—
|
|
|
$
|
926,402
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
165,660
|
|
|
$
|
175,988
|
|
|
$
|
435,172
|
|
|
|
|
$
|
776,820
|
|
||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of available-for-sale securities
|
—
|
|
|
(469
|
)
|
|
—
|
|
|
—
|
|
|
(469
|
)
|
|||||
Proceeds from maturities and sales of available-for-sale securities
|
—
|
|
|
186,793
|
|
|
—
|
|
|
—
|
|
|
186,793
|
|
|||||
Purchase of a business, net of cash acquired
|
—
|
|
|
—
|
|
|
(117,994
|
)
|
|
—
|
|
|
(117,994
|
)
|
|||||
Purchase of property and equipment
|
—
|
|
|
(424,175
|
)
|
|
(128,527
|
)
|
|
—
|
|
|
(552,702
|
)
|
|||||
Other investing
|
—
|
|
|
3,924
|
|
|
(9,900
|
)
|
|
—
|
|
|
(5,976
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
61,891
|
|
|
—
|
|
|
(61,891
|
)
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(172,036
|
)
|
|
(256,421
|
)
|
|
(61,891
|
)
|
|
(490,348
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess tax benefit from exercises of stock options
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
Proceeds from the issuance of common stock
|
59,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,148
|
|
|||||
Repurchase of common stock, including transaction costs
|
(209,357
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209,357
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(15,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,516
|
)
|
|||||
Other financing
|
—
|
|
|
14
|
|
|
(4
|
)
|
|
—
|
|
|
10
|
|
|||||
Net transactions with related parties
|
—
|
|
|
1,587
|
|
|
(63,478
|
)
|
|
61,891
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(165,660
|
)
|
|
1,601
|
|
|
(63,482
|
)
|
|
61,891
|
|
|
(165,650
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1,105
|
)
|
|
—
|
|
|
(1,105
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
5,553
|
|
|
114,164
|
|
|
—
|
|
|
119,717
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
220,633
|
|
|
205,429
|
|
|
—
|
|
|
426,062
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
226,186
|
|
|
$
|
319,593
|
|
|
$
|
—
|
|
|
$
|
545,779
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
282,955
|
|
|
$
|
273,171
|
|
|
$
|
131,801
|
|
|
$
|
—
|
|
|
$
|
687,927
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of available-for-sale securities
|
—
|
|
|
(340,527
|
)
|
|
|
|
—
|
|
|
(340,527
|
)
|
||||||
Proceeds from maturities of available-for-sale securities
|
—
|
|
|
390,009
|
|
|
|
|
—
|
|
|
390,009
|
|
||||||
Purchase of property and equipment
|
—
|
|
|
(244,817
|
)
|
|
(70,807
|
)
|
|
—
|
|
|
(315,624
|
)
|
|||||
Other investing
|
—
|
|
|
(12,830
|
)
|
|
258
|
|
|
—
|
|
|
(12,572
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(208,165
|
)
|
|
(70,549
|
)
|
|
—
|
|
|
(278,714
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuances
|
1,175,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,175,000
|
|
|||||
Payment of debt
|
(175,000
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(175,000
|
)
|
||||||
Excess tax benefit from exercises of stock options
|
935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|||||
Debt issuance costs
|
(13,588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,588
|
)
|
|||||
Proceeds from the issuance of common stock
|
51,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,875
|
|
|||||
Repurchase of common stock, including transaction costs
|
(1,300,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,300,009
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(22,168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,168
|
)
|
|||||
Other financing
|
—
|
|
|
57
|
|
|
(86
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
1,192
|
|
|
(1,192
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(282,955
|
)
|
|
1,249
|
|
|
(1,278
|
)
|
|
—
|
|
|
(282,984
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
66,255
|
|
|
59,680
|
|
|
—
|
|
|
125,935
|
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
154,378
|
|
|
145,749
|
|
|
—
|
|
|
300,127
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
220,633
|
|
|
$
|
205,429
|
|
|
$
|
—
|
|
|
$
|
426,062
|
|
Fiscal 2018 Quarter
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except
|
|
|
|
|
|
|
|
|
||||||||
per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
640,831
|
|
|
$
|
821,583
|
|
|
$
|
845,739
|
|
|
$
|
665,383
|
|
|
Gross profit
|
236,377
|
|
|
321,022
|
|
|
336,927
|
|
|
252,640
|
|
|
||||
Net (loss) income
|
(30,624
|
)
|
(1),(2),(3)
|
35,919
|
|
(1),(2),(3)
|
(33,082
|
)
|
(1),(2),(3),(4)
|
(12,501
|
)
|
(1),(2),(3),(5)
|
||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.24
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.10
|
)
|
|
Diluted
|
$
|
(0.24
|
)
|
|
$
|
0.27
|
|
|
$
|
(0.26
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2017 Quarter
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except
|
|
|
|
|
|
|
|
|
||||||||
per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
698,537
|
|
|
$
|
864,698
|
|
|
$
|
826,347
|
|
|
$
|
642,992
|
|
|
Gross profit
|
276,475
|
|
|
316,799
|
|
|
310,642
|
|
|
231,596
|
|
|
||||
Net (loss) income
|
(5,675
|
)
|
(1),(2),(3)
|
11,847
|
|
(1),(2),(3)
|
(78,638
|
)
|
(1),(2),(3),(6)
|
55,908
|
|
(1),(2),(3),(7)
|
||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.44
|
|
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.43
|
|
|
ii.
|
Consolidated Statements of Operations for fiscal years
2018
,
2017
and
2016
.
|
iv.
|
Consolidated Statements of Stockholders' Equity for fiscal years
2018
,
2017
and
2016
.
|
v.
|
Consolidated Statements of Cash Flows for fiscal years
2018
,
2017
and
2016
.
|
vi.
|
Notes to Consolidated Financial Statements.
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
|
10.37
|
|
21
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
The following materials from our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of March 31, 2018 and April 1, 2017, (ii) the Consolidated Statements of Operations for the fiscal years ended March 31, 2018, April 1, 2017, and April 2, 2016, (iii) the Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2018, April 1, 2017, and April 2, 2016, (iv) the Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2018, April 1, 2017, and April 2, 2016, and (v) the Notes to the Consolidated Financial Statements.
|
+
|
Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the SEC as part of an application for confidential treatment.
|
*
|
Executive compensation plan or agreement
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
May 21, 2018
|
|
/s/ Robert A. Bruggeworth
|
|
|
|
By: Robert A. Bruggeworth
|
|
|
|
President and Chief Executive Officer
|
/s/ Robert A. Bruggeworth
|
|
Name:
|
Robert A. Bruggeworth
|
|
|
Title:
|
President, Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Mark J. Murphy
|
|
Name:
|
Mark J. Murphy
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Gina B. Harrison
|
|
Name:
|
Gina B. Harrison
|
|
|
Title:
|
Vice President and Corporate Controller
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Ralph G. Quinsey
|
|
Name:
|
Ralph G. Quinsey
|
|
|
Title:
|
Chairman of the Board of Directors
|
|
|
|
|
/s/ Daniel A. DiLeo
|
|
Name:
|
Daniel A. DiLeo
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Jeffery R. Gardner
|
|
Name:
|
Jeffery R. Gardner
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Charles Scott Gibson
|
|
Name:
|
Charles Scott Gibson
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ John R. Harding
|
|
Name:
|
John R. Harding
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ David H. Y. Ho
|
|
Name:
|
David H. Y. Ho
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Roderick D. Nelson
|
|
Name:
|
Roderick D. Nelson
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Dr. Walden C. Rhines
|
|
Name:
|
Dr. Walden C. Rhines
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Susan L. Spradley
|
|
Name:
|
Susan L. Spradley
|
|
|
Title:
|
Director
|
|
|
|
|
/s/ Walter H. Wilkinson, Jr.
|
|
Name:
|
Walter H. Wilkinson, Jr.
|
|
|
Title:
|
Director
|
|
|
|
|
•
|
The specific reason(s) for the denial;
|
•
|
References to the specific Plan provision(s) on which the denial was based;
|
•
|
The specific reason(s) for the denial;
|
•
|
References to the specific Plan provision(s) on which the denial was based;
|
|
QORVO, INC.
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
President and CEO
February 13, 2018
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
RFMD, LLC
|
|
North Carolina
|
RFMD Infrastructure Product Group, Inc.
|
|
North Carolina
|
Qorvo International Holding, Inc.
|
|
North Carolina
|
Qorvo UK Ltd.
|
|
United Kingdom
|
RFMD (UK) Limited
|
|
United Kingdom
|
Qorvo Netherlands Holding B.V.
|
|
The Netherlands
|
Qorvo Netherlands B.V.
|
|
The Netherlands
|
RF Micro Devices, Svenska AB
|
|
Sweden
|
Qorvo Denmark ApS
|
|
Denmark
|
Qorvo Finland Oy
|
|
Finland
|
Qorvo Korea Ltd.
|
|
Korea
|
Qorvo Beijing Co., Ltd.
|
|
People’s Republic of China
|
Qorvo Hong Kong Pvt. Limited
|
|
Hong Kong
|
Xemod Incorporated
|
|
California
|
Qorvo International Services, Inc.
|
|
Delaware
|
Premier Devices – A Sirenza Company
|
|
California
|
Qorvo Germany Holding GmbH
|
|
Germany
|
Qorvo Germany GmbH
|
|
Germany
|
Radio Frequency Micro Devices (India) Private Limited
|
|
India
|
Amalfi Semiconductor, Inc.
|
|
Delaware
|
Amalfi Semiconductor, Ltd.
|
|
Cayman Islands
|
Qorvo Singapore Pte. Ltd.
|
|
Singapore
|
Qorvo Dezhou Co., Ltd.
|
|
People’s Republic of China
|
Qorvo US, Inc.
|
|
Delaware
|
Qorvo Oregon, Inc.
|
|
Oregon
|
Qorvo Munich GmbH
|
|
Germany
|
Qorvo Costa Rica S.R.L.
|
|
Costa Rica
|
Qorvo Asia LLC
|
|
Delaware
|
Qorvo International Pte. Ltd.
|
|
Singapore
|
Qorvo Malaysia Sdn Bhd
|
|
Malaysia
|
Qorvo Japan YK
|
|
Japan
|
Qorvo Shanghai Ltd.
|
|
China
|
Qorvo Texas, LLC
|
|
Texas
|
Qorvo Europe Holding Company
|
|
Delaware
|
TriQuint WJ, Inc.
|
|
Delaware
|
WJ Newco LLC
|
|
Delaware
|
Qorvo California, Inc.
|
|
California
|
Qorvo Utrecht, B.V.
|
The Netherlands
|
|
Qorvo Belgium NV
|
Belgium
|
|
Qorvo Hong Kong Limited
|
Hong Kong
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
|
|
President and Chief Executive Officer
|
|
|
|
/s/ MARK J. MURPHY
|
|
Mark J. Murphy
|
|
Chief Financial Officer
|
(1)
|
the
Annual
Report on Form
10-K
of the Company for the fiscal
year
ended
March 31, 2018
(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
|
|
|
|
|
|
May 21, 2018
|
|
(1)
|
the
Annual
Report on Form
10-K
of the Company for the fiscal
year
ended
March 31, 2018
(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
|
|
|
|
|
|
May 21, 2018
|
|