|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended December 29, 2018
|
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)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
|
|
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.
¨
|
|
|
|
|
|
|
Page
|
|
|
|
|
Item 1. Financial Statements
(Unaudited).
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
March 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
649,711
|
|
|
$
|
926,037
|
|
Accounts receivable, less allowance of $159 and $134 as of December 29, 2018 and March 31, 2018, respectively
|
420,903
|
|
|
345,957
|
|
||
Inventories
(Note 3)
|
464,949
|
|
|
472,292
|
|
||
Prepaid expenses
|
23,961
|
|
|
23,909
|
|
||
Other receivables
|
21,899
|
|
|
44,795
|
|
||
Other current assets
|
34,113
|
|
|
30,815
|
|
||
Total current assets
|
1,615,536
|
|
|
1,843,805
|
|
||
Property and equipment, net of accumulated depreciation of $1,159,495 at December 29, 2018 and $911,910 at March 31, 2018
|
1,397,589
|
|
|
1,374,112
|
|
||
Goodwill
|
2,173,889
|
|
|
2,173,889
|
|
||
Intangible assets, net of accumulated amortization of $2,110,694 at December 29, 2018 and $1,711,520 at March 31, 2018
(Note 4)
|
463,359
|
|
|
860,336
|
|
||
Long-term investments
(Note 5)
|
90,696
|
|
|
63,765
|
|
||
Other non-current assets
|
65,222
|
|
|
65,612
|
|
||
Total assets
|
$
|
5,806,291
|
|
|
$
|
6,381,519
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
229,266
|
|
|
$
|
213,193
|
|
Accrued liabilities
|
137,573
|
|
|
167,182
|
|
||
Other current liabilities
|
47,093
|
|
|
60,904
|
|
||
Total current liabilities
|
413,932
|
|
|
441,279
|
|
||
Long-term debt
(Note 6 )
|
714,402
|
|
|
983,290
|
|
||
Deferred tax liabilities
(Note 11)
|
6,978
|
|
|
63,084
|
|
||
Other long-term liabilities
|
93,659
|
|
|
118,302
|
|
||
Total liabilities
|
1,228,971
|
|
|
1,605,955
|
|
||
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; 123,001 and 126,322 shares issued and outstanding at December 29, 2018 and March 31, 2018, respectively
|
4,966,059
|
|
|
5,237,085
|
|
||
Accumulated other comprehensive loss, net of tax
|
(6,070
|
)
|
|
(2,752
|
)
|
||
Accumulated deficit
|
(382,669
|
)
|
|
(458,769
|
)
|
||
Total stockholders’ equity
|
4,577,320
|
|
|
4,775,564
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,806,291
|
|
|
$
|
6,381,519
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Revenue
|
$
|
832,330
|
|
|
$
|
845,739
|
|
|
$
|
2,409,443
|
|
|
$
|
2,308,153
|
|
Cost of goods sold
|
493,967
|
|
|
508,812
|
|
|
1,480,833
|
|
|
1,413,827
|
|
||||
Gross profit
|
338,363
|
|
|
336,927
|
|
|
928,610
|
|
|
894,326
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
109,985
|
|
|
106,411
|
|
|
337,636
|
|
|
334,308
|
|
||||
Selling, general and administrative
|
125,604
|
|
|
126,555
|
|
|
401,041
|
|
|
404,853
|
|
||||
Other operating expense
(Note 9)
|
21,617
|
|
|
23,641
|
|
|
37,514
|
|
|
53,110
|
|
||||
Total operating expenses
|
257,206
|
|
|
256,607
|
|
|
776,191
|
|
|
792,271
|
|
||||
Income from operations
|
81,157
|
|
|
80,320
|
|
|
152,419
|
|
|
102,055
|
|
||||
Interest expense
(Note 6)
|
(9,562
|
)
|
|
(16,338
|
)
|
|
(33,604
|
)
|
|
(43,387
|
)
|
||||
Interest income
|
2,814
|
|
|
2,215
|
|
|
7,788
|
|
|
4,039
|
|
||||
Other expense
(Note 6)
|
(3,520
|
)
|
|
(757
|
)
|
|
(85,007
|
)
|
|
(1,883
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
70,889
|
|
|
65,440
|
|
|
41,596
|
|
|
60,824
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax (expense) benefit
(Note 11)
|
(1,372
|
)
|
|
(98,522
|
)
|
|
30,012
|
|
|
(88,611
|
)
|
||||
Net income (loss)
|
$
|
69,517
|
|
|
$
|
(33,082
|
)
|
|
$
|
71,608
|
|
|
$
|
(27,787
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
(Note 12)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.56
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.57
|
|
|
$
|
(0.22
|
)
|
Diluted
|
$
|
0.55
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.56
|
|
|
$
|
(0.22
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
(Note 12):
|
|
|
|
|
|
|
|
||||||||
Basic
|
124,308
|
|
|
127,034
|
|
|
125,437
|
|
|
127,084
|
|
||||
Diluted
|
126,842
|
|
|
127,034
|
|
|
128,360
|
|
|
127,084
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Net income (loss)
|
$
|
69,517
|
|
|
$
|
(33,082
|
)
|
|
$
|
71,608
|
|
|
$
|
(27,787
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on marketable securities, net of tax
|
(5
|
)
|
|
57
|
|
|
85
|
|
|
156
|
|
||||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature
|
(1,079
|
)
|
|
795
|
|
|
(3,448
|
)
|
|
1,517
|
|
||||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain included in net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(581
|
)
|
||||
Amortization of pension actuarial loss
|
22
|
|
|
45
|
|
|
45
|
|
|
132
|
|
||||
Other comprehensive (loss) income
|
(1,062
|
)
|
|
897
|
|
|
(3,318
|
)
|
|
1,224
|
|
||||
Total comprehensive income (loss)
|
$
|
68,455
|
|
|
$
|
(32,185
|
)
|
|
$
|
68,290
|
|
|
$
|
(26,563
|
)
|
|
Nine Months Ended
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
71,608
|
|
|
$
|
(27,787
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
143,008
|
|
|
132,879
|
|
||
Intangible assets amortization
(Note 4)
|
399,200
|
|
|
406,375
|
|
||
Loss on debt extinguishment
(Note 6)
|
84,004
|
|
|
—
|
|
||
Deferred income taxes
|
(58,216
|
)
|
|
(36,657
|
)
|
||
Foreign currency adjustments
|
(1,603
|
)
|
|
3,244
|
|
||
Asset impairment
(Note 9)
|
14,913
|
|
|
—
|
|
||
Stock-based compensation expense
|
58,874
|
|
|
58,299
|
|
||
Other, net
|
5,094
|
|
|
12,276
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(74,844
|
)
|
|
(91,051
|
)
|
||
Inventories
|
7,474
|
|
|
6,974
|
|
||
Prepaid expenses and other current and non-current assets
|
14,914
|
|
|
26,130
|
|
||
Accounts payable and accrued liabilities
|
(9,810
|
)
|
|
(338
|
)
|
||
Income tax payable and receivable
|
(26,574
|
)
|
|
94,566
|
|
||
Other liabilities
|
(5,023
|
)
|
|
8,652
|
|
||
Net cash provided by operating activities
|
623,019
|
|
|
593,562
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(185,627
|
)
|
|
(237,658
|
)
|
||
Purchase of debt securities
|
(132,729
|
)
|
|
—
|
|
||
Proceeds from sales and maturities of debt securities
|
133,132
|
|
|
—
|
|
||
Other investing activities
|
(20,238
|
)
|
|
(8,713
|
)
|
||
Net cash used in investing activities
|
(205,462
|
)
|
|
(246,371
|
)
|
||
Financing activities:
|
|
|
|
||||
Payment of debt
(Note 6)
|
(977,498
|
)
|
|
—
|
|
||
Proceeds from debt issuances
(Note 6)
|
631,300
|
|
|
100,000
|
|
||
Repurchase of common stock, including transaction costs
(Note 7)
|
(338,675
|
)
|
|
(168,935
|
)
|
||
Proceeds from the issuance of common stock
|
25,452
|
|
|
42,121
|
|
||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,595
|
)
|
|
(24,343
|
)
|
||
Other financing activities
|
(7,510
|
)
|
|
(1,903
|
)
|
||
Net cash used in financing activities
|
(691,526
|
)
|
|
(53,060
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(2,369
|
)
|
|
1,771
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(276,338
|
)
|
|
295,902
|
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
926,402
|
|
|
545,779
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
650,064
|
|
|
$
|
841,681
|
|
Non-cash investing information:
|
|
|
|
||||
Capital expenditure adjustments included in accounts payable and accrued liabilities
|
$
|
37,206
|
|
|
$
|
26,743
|
|
|
December 29, 2018
|
|
March 31, 2018
|
||||
Raw materials
|
$
|
113,660
|
|
|
$
|
110,389
|
|
Work in process
|
222,499
|
|
|
221,137
|
|
||
Finished goods
|
128,790
|
|
|
140,766
|
|
||
Total inventories
|
$
|
464,949
|
|
|
$
|
472,292
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
December 29, 2018
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,950
|
|
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
1,843
|
|
|
December 29, 2018
|
|
March 31, 2018
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after ten years
|
1,950
|
|
|
1,950
|
|
|
1,950
|
|
|
1,843
|
|
||||
Total
|
$
|
1,950
|
|
|
$
|
1,950
|
|
|
$
|
1,950
|
|
|
$
|
1,843
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
||||||
December 29, 2018
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Auction rate securities
(1)
|
1,950
|
|
|
—
|
|
|
1,950
|
|
|||||
|
|
Marketable equity securities
|
3,207
|
|
|
3,207
|
|
|
—
|
|
|||||
|
|
Invested funds in deferred compensation plan
(2)
|
16,176
|
|
|
16,176
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
21,333
|
|
|
$
|
19,383
|
|
|
$
|
1,950
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(2)
|
$
|
16,176
|
|
|
$
|
16,176
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
16,176
|
|
|
$
|
16,176
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
$
|
—
|
|
|
December 29, 2018
|
|
March 31, 2018
|
||||
6.75% Senior Notes due 2023
|
$
|
—
|
|
|
$
|
444,464
|
|
7.00% Senior Notes due 2025
|
91,009
|
|
|
548,500
|
|
||
5.50% Senior Notes due 2026
|
630,000
|
|
|
—
|
|
||
Less unamortized premium and issuance costs
|
(6,607
|
)
|
|
(9,674
|
)
|
||
Total long-term debt
|
$
|
714,402
|
|
|
$
|
983,290
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
China
|
$
|
474,844
|
|
|
$
|
446,721
|
|
|
$
|
1,390,226
|
|
|
$
|
1,226,494
|
|
Taiwan
|
127,104
|
|
|
157,725
|
|
|
443,110
|
|
|
417,795
|
|
||||
United States
|
117,724
|
|
|
131,107
|
|
|
332,484
|
|
|
397,364
|
|
||||
Europe
|
72,866
|
|
|
24,257
|
|
|
119,804
|
|
|
70,026
|
|
||||
Other Asia
|
34,839
|
|
|
82,126
|
|
|
108,649
|
|
|
183,202
|
|
||||
Other
|
4,953
|
|
|
3,803
|
|
|
15,170
|
|
|
13,272
|
|
||||
Total Revenue
|
$
|
832,330
|
|
|
$
|
845,739
|
|
|
$
|
2,409,443
|
|
|
$
|
2,308,153
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
602,312
|
|
|
$
|
642,089
|
|
|
$
|
1,754,930
|
|
|
$
|
1,728,709
|
|
IDP
|
230,018
|
|
|
202,680
|
|
|
654,513
|
|
|
576,534
|
|
||||
All other
(1)
|
—
|
|
|
970
|
|
|
—
|
|
|
2,910
|
|
||||
Total revenue
|
$
|
832,330
|
|
|
$
|
845,739
|
|
|
$
|
2,409,443
|
|
|
$
|
2,308,153
|
|
Income (loss) from operations
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
180,394
|
|
|
$
|
190,990
|
|
|
$
|
466,513
|
|
|
$
|
451,689
|
|
IDP
|
80,861
|
|
|
63,281
|
|
|
192,376
|
|
|
170,516
|
|
||||
All other
|
(180,098
|
)
|
|
(173,951
|
)
|
|
(506,470
|
)
|
|
(520,150
|
)
|
||||
Income from operations
|
81,157
|
|
|
80,320
|
|
|
152,419
|
|
|
102,055
|
|
||||
Interest expense
|
(9,562
|
)
|
|
(16,338
|
)
|
|
(33,604
|
)
|
|
(43,387
|
)
|
||||
Interest income
|
2,814
|
|
|
2,215
|
|
|
7,788
|
|
|
4,039
|
|
||||
Other expense
(Note 6)
|
(3,520
|
)
|
|
(757
|
)
|
|
(85,007
|
)
|
|
(1,883
|
)
|
||||
Income before income taxes
|
$
|
70,889
|
|
|
$
|
65,440
|
|
|
$
|
41,596
|
|
|
$
|
60,824
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29,
2018 |
|
December 30,
2017 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
$
|
(18,624
|
)
|
|
$
|
(13,715
|
)
|
|
$
|
(58,874
|
)
|
|
$
|
(58,299
|
)
|
Amortization of intangible assets
|
(132,227
|
)
|
|
(135,743
|
)
|
|
(398,518
|
)
|
|
(406,068
|
)
|
||||
Acquisition and integration related costs
|
(3,700
|
)
|
|
(2,723
|
)
|
|
(5,880
|
)
|
|
(8,113
|
)
|
||||
Restructuring costs
|
(1,510
|
)
|
|
(8,958
|
)
|
|
(4,822
|
)
|
|
(16,942
|
)
|
||||
Start-up costs
|
(6,791
|
)
|
|
(5,415
|
)
|
|
(18,035
|
)
|
|
(19,168
|
)
|
||||
Asset impairment and accelerated depreciation
|
(17,994
|
)
|
|
—
|
|
|
(17,994
|
)
|
|
—
|
|
||||
Other (including (loss) gain on assets and other miscellaneous corporate overhead)
|
748
|
|
|
(7,397
|
)
|
|
(2,347
|
)
|
|
(11,560
|
)
|
||||
Loss from operations for “All other”
|
$
|
(180,098
|
)
|
|
$
|
(173,951
|
)
|
|
$
|
(506,470
|
)
|
|
$
|
(520,150
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted net income (loss) per share — net income (loss) available to common stockholders
|
$
|
69,517
|
|
|
$
|
(33,082
|
)
|
|
$
|
71,608
|
|
|
$
|
(27,787
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income (loss) per share — weighted average shares
|
124,308
|
|
|
127,034
|
|
|
125,437
|
|
|
127,084
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock-based awards
|
2,534
|
|
|
—
|
|
|
2,923
|
|
|
—
|
|
||||
Denominator for diluted net income (loss) per share — adjusted weighted average shares and assumed conversions
|
126,842
|
|
|
127,034
|
|
|
128,360
|
|
|
127,084
|
|
||||
Basic net income (loss) per share
|
$
|
0.56
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.57
|
|
|
$
|
(0.22
|
)
|
Diluted net income (loss) per share
|
$
|
0.55
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.56
|
|
|
$
|
(0.22
|
)
|
(i)
|
Parent Company, the issuer of the guaranteed obligations;
|
(ii)
|
Guarantor subsidiaries, on a combined basis, as specified in the applicable 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
|
||||||||||||||||||
|
December 29, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
43,695
|
|
|
$
|
606,016
|
|
|
$
|
—
|
|
|
$
|
649,711
|
|
Accounts receivable, less allowance
|
—
|
|
|
64,962
|
|
|
355,941
|
|
|
—
|
|
|
420,903
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
368,130
|
|
|
70,924
|
|
|
(439,054
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
226,781
|
|
|
259,394
|
|
|
(21,226
|
)
|
|
464,949
|
|
|||||
Prepaid expenses
|
—
|
|
|
18,245
|
|
|
5,716
|
|
|
—
|
|
|
23,961
|
|
|||||
Other receivables
|
—
|
|
|
4,730
|
|
|
17,169
|
|
|
—
|
|
|
21,899
|
|
|||||
Other current assets
|
—
|
|
|
30,618
|
|
|
4,556
|
|
|
(1,061
|
)
|
|
34,113
|
|
|||||
Total current assets
|
—
|
|
|
757,161
|
|
|
1,319,716
|
|
|
(461,341
|
)
|
|
1,615,536
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,114,250
|
|
|
276,093
|
|
|
7,246
|
|
|
1,397,589
|
|
|||||
Goodwill
|
—
|
|
|
1,122,629
|
|
|
1,051,260
|
|
|
—
|
|
|
2,173,889
|
|
|||||
Intangible assets, net
|
—
|
|
|
245,049
|
|
|
218,310
|
|
|
—
|
|
|
463,359
|
|
|||||
Long-term investments
|
—
|
|
|
4,970
|
|
|
85,726
|
|
|
—
|
|
|
90,696
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
1,135,377
|
|
|
124,264
|
|
|
(1,259,641
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,352,350
|
|
|
2,460,118
|
|
|
—
|
|
|
(8,812,468
|
)
|
|
—
|
|
|||||
Other non-current assets
|
122,683
|
|
|
33,278
|
|
|
30,065
|
|
|
(120,804
|
)
|
|
65,222
|
|
|||||
Total assets
|
$
|
6,475,033
|
|
|
$
|
6,872,832
|
|
|
$
|
3,105,434
|
|
|
$
|
(10,647,008
|
)
|
|
$
|
5,806,291
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
96,252
|
|
|
$
|
133,014
|
|
|
$
|
—
|
|
|
$
|
229,266
|
|
Intercompany accounts and notes payable
|
—
|
|
|
70,924
|
|
|
368,130
|
|
|
(439,054
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
16,505
|
|
|
69,780
|
|
|
50,546
|
|
|
742
|
|
|
137,573
|
|
|||||
Other current liabilities
|
—
|
|
|
—
|
|
|
48,154
|
|
|
(1,061
|
)
|
|
47,093
|
|
|||||
Total current liabilities
|
16,505
|
|
|
236,956
|
|
|
599,844
|
|
|
(439,373
|
)
|
|
413,932
|
|
|||||
Long-term debt
|
714,402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
714,402
|
|
|||||
Deferred tax liabilities
|
—
|
|
|
39,235
|
|
|
939
|
|
|
(33,196
|
)
|
|
6,978
|
|
|||||
Long-term intercompany accounts and notes payable
|
1,166,806
|
|
|
92,835
|
|
|
—
|
|
|
(1,259,641
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
48,607
|
|
|
45,052
|
|
|
—
|
|
|
93,659
|
|
|||||
Total liabilities
|
1,897,713
|
|
|
417,633
|
|
|
645,835
|
|
|
(1,732,210
|
)
|
|
1,228,971
|
|
|||||
Total stockholders’ equity
|
4,577,320
|
|
|
6,455,199
|
|
|
2,459,599
|
|
|
(8,914,798
|
)
|
|
4,577,320
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,475,033
|
|
|
$
|
6,872,832
|
|
|
$
|
3,105,434
|
|
|
$
|
(10,647,008
|
)
|
|
$
|
5,806,291
|
|
|
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 notes 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 Statement of Income and Comprehensive Income
|
||||||||||||||||||
|
Three Months Ended December 29, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
271,671
|
|
|
$
|
762,484
|
|
|
$
|
(201,825
|
)
|
|
$
|
832,330
|
|
Cost of goods sold
|
—
|
|
|
225,156
|
|
|
447,084
|
|
|
(178,273
|
)
|
|
493,967
|
|
|||||
Gross profit
|
—
|
|
|
46,515
|
|
|
315,400
|
|
|
(23,552
|
)
|
|
338,363
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
8,122
|
|
|
10,218
|
|
|
94,114
|
|
|
(2,469
|
)
|
|
109,985
|
|
|||||
Selling, general and administrative
|
10,327
|
|
|
53,131
|
|
|
82,581
|
|
|
(20,435
|
)
|
|
125,604
|
|
|||||
Other operating expense
|
173
|
|
|
21,477
|
|
|
499
|
|
|
(532
|
)
|
|
21,617
|
|
|||||
Total operating expenses
|
18,622
|
|
|
84,826
|
|
|
177,194
|
|
|
(23,436
|
)
|
|
257,206
|
|
|||||
Income (loss) from operations
|
(18,622
|
)
|
|
(38,311
|
)
|
|
138,206
|
|
|
(116
|
)
|
|
81,157
|
|
|||||
Interest expense
|
(9,235
|
)
|
|
(516
|
)
|
|
(206
|
)
|
|
395
|
|
|
(9,562
|
)
|
|||||
Interest income
|
—
|
|
|
269
|
|
|
2,941
|
|
|
(396
|
)
|
|
2,814
|
|
|||||
Other (expense) income
|
(1,852
|
)
|
|
(2,566
|
)
|
|
898
|
|
|
—
|
|
|
(3,520
|
)
|
|||||
Income (loss) before income taxes
|
(29,709
|
)
|
|
(41,124
|
)
|
|
141,839
|
|
|
(117
|
)
|
|
70,889
|
|
|||||
Income tax (expense) benefit
|
6,147
|
|
|
(23,051
|
)
|
|
15,532
|
|
|
—
|
|
|
(1,372
|
)
|
|||||
Income in subsidiaries
|
93,079
|
|
|
157,371
|
|
|
—
|
|
|
(250,450
|
)
|
|
—
|
|
|||||
Net income
|
$
|
69,517
|
|
|
$
|
93,196
|
|
|
$
|
157,371
|
|
|
$
|
(250,567
|
)
|
|
$
|
69,517
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
68,455
|
|
|
$
|
92,520
|
|
|
$
|
156,974
|
|
|
$
|
(249,494
|
)
|
|
$
|
68,455
|
|
|
Condensed Consolidating Statement of Income and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Three Months Ended December 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
301,077
|
|
|
$
|
751,995
|
|
|
$
|
(207,333
|
)
|
|
$
|
845,739
|
|
Cost of goods sold
|
—
|
|
|
212,574
|
|
|
473,330
|
|
|
(177,092
|
)
|
|
508,812
|
|
|||||
Gross profit
|
—
|
|
|
88,503
|
|
|
278,665
|
|
|
(30,241
|
)
|
|
336,927
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
7,101
|
|
|
6,842
|
|
|
97,842
|
|
|
(5,374
|
)
|
|
106,411
|
|
|||||
Selling, general and administrative
|
6,381
|
|
|
57,166
|
|
|
88,016
|
|
|
(25,008
|
)
|
|
126,555
|
|
|||||
Other operating expense
|
234
|
|
|
15,799
|
|
|
7,466
|
|
|
142
|
|
|
23,641
|
|
|||||
Total operating expenses
|
13,716
|
|
|
79,807
|
|
|
193,324
|
|
|
(30,240
|
)
|
|
256,607
|
|
|||||
Income (loss) from operations
|
(13,716
|
)
|
|
8,696
|
|
|
85,341
|
|
|
(1
|
)
|
|
80,320
|
|
|||||
Interest expense
|
(16,001
|
)
|
|
(557
|
)
|
|
(393
|
)
|
|
613
|
|
|
(16,338
|
)
|
|||||
Interest income
|
—
|
|
|
614
|
|
|
2,214
|
|
|
(613
|
)
|
|
2,215
|
|
|||||
Other expense
|
—
|
|
|
(549
|
)
|
|
(208
|
)
|
|
—
|
|
|
(757
|
)
|
|||||
Income (loss) before income taxes
|
(29,717
|
)
|
|
8,204
|
|
|
86,954
|
|
|
(1
|
)
|
|
65,440
|
|
|||||
Income tax expense
|
(30,116
|
)
|
|
(59,974
|
)
|
|
(8,432
|
)
|
|
—
|
|
|
(98,522
|
)
|
|||||
Income in subsidiaries
|
26,751
|
|
|
78,522
|
|
|
—
|
|
|
(105,273
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(33,082
|
)
|
|
$
|
26,752
|
|
|
$
|
78,522
|
|
|
$
|
(105,274
|
)
|
|
$
|
(33,082
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(32,185
|
)
|
|
$
|
28,630
|
|
|
$
|
82,312
|
|
|
$
|
(110,942
|
)
|
|
$
|
(32,185
|
)
|
|
Condensed Consolidating Statement of Income and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Nine Months Ended December 29, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
740,241
|
|
|
$
|
2,214,289
|
|
|
$
|
(545,087
|
)
|
|
$
|
2,409,443
|
|
Cost of goods sold
|
—
|
|
|
622,688
|
|
|
1,333,037
|
|
|
(474,892
|
)
|
|
1,480,833
|
|
|||||
Gross profit
|
—
|
|
|
117,553
|
|
|
881,252
|
|
|
(70,195
|
)
|
|
928,610
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
21,433
|
|
|
20,837
|
|
|
300,233
|
|
|
(4,867
|
)
|
|
337,636
|
|
|||||
Selling, general and administrative
|
36,998
|
|
|
170,011
|
|
|
260,359
|
|
|
(66,327
|
)
|
|
401,041
|
|
|||||
Other operating expense
|
442
|
|
|
27,225
|
|
|
10,011
|
|
|
(164
|
)
|
|
37,514
|
|
|||||
Total operating expenses
|
58,873
|
|
|
218,073
|
|
|
570,603
|
|
|
(71,358
|
)
|
|
776,191
|
|
|||||
Income (loss) from operations
|
(58,873
|
)
|
|
(100,520
|
)
|
|
310,649
|
|
|
1,163
|
|
|
152,419
|
|
|||||
Interest expense
|
(32,677
|
)
|
|
(1,575
|
)
|
|
(527
|
)
|
|
1,175
|
|
|
(33,604
|
)
|
|||||
Interest income
|
—
|
|
|
3,152
|
|
|
5,811
|
|
|
(1,175
|
)
|
|
7,788
|
|
|||||
Other (expense) income
|
(84,004
|
)
|
|
(1,440
|
)
|
|
437
|
|
|
—
|
|
|
(85,007
|
)
|
|||||
Income (loss) before income taxes
|
(175,554
|
)
|
|
(100,383
|
)
|
|
316,370
|
|
|
1,163
|
|
|
41,596
|
|
|||||
Income tax benefit (expense)
|
43,521
|
|
|
(26,717
|
)
|
|
13,208
|
|
|
—
|
|
|
30,012
|
|
|||||
Income in subsidiaries
|
203,641
|
|
|
329,578
|
|
|
—
|
|
|
(533,219
|
)
|
|
—
|
|
|||||
Net income
|
$
|
71,608
|
|
|
$
|
202,478
|
|
|
$
|
329,578
|
|
|
$
|
(532,056
|
)
|
|
$
|
71,608
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
68,290
|
|
|
$
|
201,891
|
|
|
$
|
326,701
|
|
|
$
|
(528,592
|
)
|
|
$
|
68,290
|
|
|
Condensed Consolidating Statement of Income and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Nine Months Ended December 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
829,625
|
|
|
$
|
2,108,231
|
|
|
$
|
(629,703
|
)
|
|
$
|
2,308,153
|
|
Cost of goods sold
|
—
|
|
|
592,928
|
|
|
1,346,505
|
|
|
(525,606
|
)
|
|
1,413,827
|
|
|||||
Gross profit
|
—
|
|
|
236,697
|
|
|
761,726
|
|
|
(104,097
|
)
|
|
894,326
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
20,600
|
|
|
34,728
|
|
|
292,926
|
|
|
(13,946
|
)
|
|
334,308
|
|
|||||
Selling, general and administrative
|
37,252
|
|
|
190,336
|
|
|
268,072
|
|
|
(90,807
|
)
|
|
404,853
|
|
|||||
Other operating expense
|
448
|
|
|
39,659
|
|
|
12,764
|
|
|
239
|
|
|
53,110
|
|
|||||
Total operating expenses
|
58,300
|
|
|
264,723
|
|
|
573,762
|
|
|
(104,514
|
)
|
|
792,271
|
|
|||||
Income (loss) from operations
|
(58,300
|
)
|
|
(28,026
|
)
|
|
187,964
|
|
|
417
|
|
|
102,055
|
|
|||||
Interest expense
|
(42,367
|
)
|
|
(1,689
|
)
|
|
(1,161
|
)
|
|
1,830
|
|
|
(43,387
|
)
|
|||||
Interest income
|
—
|
|
|
1,439
|
|
|
4,430
|
|
|
(1,830
|
)
|
|
4,039
|
|
|||||
Other (expense) income
|
—
|
|
|
207
|
|
|
(2,090
|
)
|
|
—
|
|
|
(1,883
|
)
|
|||||
Income (loss) before income taxes
|
(100,667
|
)
|
|
(28,069
|
)
|
|
189,143
|
|
|
417
|
|
|
60,824
|
|
|||||
Income tax (expense) benefit
|
5,657
|
|
|
(76,149
|
)
|
|
(18,119
|
)
|
|
—
|
|
|
(88,611
|
)
|
|||||
Income in subsidiaries
|
67,223
|
|
|
171,024
|
|
|
—
|
|
|
(238,247
|
)
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(27,787
|
)
|
|
$
|
66,806
|
|
|
$
|
171,024
|
|
|
$
|
(237,830
|
)
|
|
$
|
(27,787
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive (loss) income
|
$
|
(26,563
|
)
|
|
$
|
68,783
|
|
|
$
|
172,528
|
|
|
$
|
(241,311
|
)
|
|
$
|
(26,563
|
)
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Nine Months Ended December 29, 2018
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
691,479
|
|
|
$
|
(688,262
|
)
|
|
$
|
619,802
|
|
|
$
|
—
|
|
|
$
|
623,019
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(155,006
|
)
|
|
(30,621
|
)
|
|
—
|
|
|
(185,627
|
)
|
|||||
Purchase of debt securities
|
—
|
|
|
(132,729
|
)
|
|
—
|
|
|
—
|
|
|
(132,729
|
)
|
|||||
Proceeds from sales and maturities of debt securities
|
—
|
|
|
133,132
|
|
|
—
|
|
|
—
|
|
|
133,132
|
|
|||||
Other investing activities
|
—
|
|
|
(3,829
|
)
|
|
(16,409
|
)
|
|
—
|
|
|
(20,238
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
260,047
|
|
|
—
|
|
|
(260,047
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
101,615
|
|
|
(47,030
|
)
|
|
(260,047
|
)
|
|
(205,462
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of debt
|
(977,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(977,498
|
)
|
|||||
Proceeds from debt issuances
|
631,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
631,300
|
|
|||||
Repurchase of common stock, including transaction costs
|
(338,675
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338,675
|
)
|
|||||
Proceeds from the issuance of common stock
|
25,452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,452
|
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,595
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,595
|
)
|
|||||
Other financing activities
|
(7,463
|
)
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(7,510
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
1,028
|
|
|
(261,075
|
)
|
|
260,047
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(691,479
|
)
|
|
1,028
|
|
|
(261,122
|
)
|
|
260,047
|
|
|
(691,526
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2,369
|
)
|
|
—
|
|
|
(2,369
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(585,619
|
)
|
|
309,281
|
|
|
—
|
|
|
(276,338
|
)
|
|||||
Cash, cash equivalents and restricted cash at the beginning of the period
|
—
|
|
|
629,314
|
|
|
297,088
|
|
|
—
|
|
|
926,402
|
|
|||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
—
|
|
|
$
|
43,695
|
|
|
$
|
606,369
|
|
|
$
|
—
|
|
|
$
|
650,064
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Nine Months Ended December 30, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
53,060
|
|
|
$
|
175,303
|
|
|
$
|
365,199
|
|
|
$
|
—
|
|
|
$
|
593,562
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(198,517
|
)
|
|
(39,141
|
)
|
|
—
|
|
|
(237,658
|
)
|
|||||
Other investing activities
|
—
|
|
|
21,534
|
|
|
(30,247
|
)
|
|
—
|
|
|
(8,713
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
24,100
|
|
|
(24,100
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(152,883
|
)
|
|
(93,488
|
)
|
|
—
|
|
|
(246,371
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuances
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Repurchase of common stock, including transaction costs
|
(168,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,935
|
)
|
|||||
Proceeds from the issuance of common stock
|
42,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,121
|
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(24,343
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,343
|
)
|
|||||
Other financing activities
|
(1,903
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,903
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
1,031
|
|
|
(1,031
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(53,060
|
)
|
|
1,031
|
|
|
(1,031
|
)
|
|
—
|
|
|
(53,060
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
23,451
|
|
|
272,451
|
|
|
—
|
|
|
295,902
|
|
|||||
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
|
$
|
—
|
|
|
$
|
249,637
|
|
|
$
|
592,044
|
|
|
$
|
—
|
|
|
$
|
841,681
|
|
•
|
business, political, and macroeconomic changes, including trade disputes and downturns in the semiconductor industry and the overall global economy;
|
•
|
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;
|
•
|
our ability to forecast our customers' demand for our products accurately;
|
•
|
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 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 product life cycles are short and our customers’ requirements change 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, assembly 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 disruptions or events, which could compromise our or our customers' proprietary information and expose us to liability and could cause our business and reputation to suffer;
|
•
|
the possibility that we may be subject to theft, loss or misuse of personal data by or about our employees, customers or other third parties;
|
•
|
currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;
|
•
|
the impact of environmental, health and safety regulations and climate change;
|
•
|
the impact of changes in generally accepted accounting principles and in tax laws or the interpretation of such tax laws, including the U.S. Tax Cuts and Jobs Act (the "Tax Act");
|
•
|
the impact of the Organisation for Economic Co-operation and Development Base Erosion and Profit Shifting initiative on tax policy and enacted laws in the countries in which we operate;
|
•
|
our ability to attract and retain skilled personnel and develop leaders for key business units and functions; and
|
•
|
the possibility that future acquisitions may dilute our stockholders’ ownership and cause us to incur debt and assume contingent liabilities or adversely affect our results of operations.
|
•
|
Mobile Products (MP)
- MP is a leading global supplier of cellular RF and Wi-Fi solutions for 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
|
•
|
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 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
1.6%
as compared to the
third
quarter of
fiscal 2018
, primarily due to lower demand for our cellular RF solutions in support of our largest end customer and our customers based in Asia, partially offset by higher demand for our base station products.
|
•
|
Gross margin for the
third
quarter of fiscal
2019
was
40.7%
as compared to
39.8%
for the
third
quarter of
fiscal 2018
. The
increase
was primarily due to favorable changes in product mix, partially offset by lower factory utilization in our SAW wafer fabrication facilities.
|
•
|
During the
third
quarter of fiscal
2019
, we recognized impairment charges on certain property and equipment of
$14.9 million
related to our planned closure of a wafer fabrication facility in Florida.
|
•
|
Operating
income
was
$81.2 million
for the
third
quarter of
fiscal 2019
as compared to operating
income
of
$80.3 million
for the
third
quarter of
fiscal 2018
.
|
•
|
Cash flow from operations was
$333.2 million
for the
third
quarter of
fiscal 2019
as compared to
$270.1 million
for the
third
quarter of
fiscal 2018
. The increase was primarily due to improved profitability and favorable changes in working capital.
|
•
|
Capital expenditures were
$72.0 million
for the
third
quarter of
fiscal 2019
as compared to
$45.4 million
for the
third
quarter of
fiscal 2018
. The increase was primarily related to projects to increase our premium filter and GaN capacities.
|
•
|
During the
third
quarter of fiscal
2019
, we repurchased approximately
2.3 million
shares of our common stock for approximately
$152.0 million
.
|
|
Three Months Ended
|
|||||||||||||||||||
|
December 29,
2018 |
|
% of
Revenue
|
|
December 30,
2017 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
832,330
|
|
|
100.0
|
%
|
|
$
|
845,739
|
|
|
100.0
|
%
|
|
$
|
(13,409
|
)
|
|
(1.6
|
)%
|
Cost of goods sold
|
493,967
|
|
|
59.3
|
|
|
508,812
|
|
|
60.2
|
|
|
(14,845
|
)
|
|
(2.9
|
)
|
|||
Gross profit
|
338,363
|
|
|
40.7
|
|
|
336,927
|
|
|
39.8
|
|
|
1,436
|
|
|
0.4
|
|
|||
Research and development
|
109,985
|
|
|
13.2
|
|
|
106,411
|
|
|
12.6
|
|
|
3,574
|
|
|
3.4
|
|
|||
Selling, general and administrative
|
125,604
|
|
|
15.1
|
|
|
126,555
|
|
|
14.9
|
|
|
(951
|
)
|
|
(0.8
|
)
|
|||
Other operating expense
|
21,617
|
|
|
2.6
|
|
|
23,641
|
|
|
2.8
|
|
|
(2,024
|
)
|
|
(8.6
|
)
|
|||
Operating income
|
$
|
81,157
|
|
|
9.8
|
%
|
|
$
|
80,320
|
|
|
9.5
|
%
|
|
$
|
837
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Nine Months Ended
|
|||||||||||||||||||
|
December 29, 2018
|
|
% of Revenue
|
|
December 30, 2017
|
|
% of Revenue
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
Revenue
|
$
|
2,409,443
|
|
|
100.0
|
%
|
|
$
|
2,308,153
|
|
|
100.0
|
%
|
|
$
|
101,290
|
|
|
4.4
|
%
|
Cost of goods sold
|
1,480,833
|
|
|
61.5
|
|
|
1,413,827
|
|
|
61.3
|
|
|
67,006
|
|
|
4.7
|
|
|||
Gross profit
|
928,610
|
|
|
38.5
|
|
|
894,326
|
|
|
38.7
|
|
|
34,284
|
|
|
3.8
|
|
|||
Research and development
|
337,636
|
|
|
14.0
|
|
|
334,308
|
|
|
14.5
|
|
|
3,328
|
|
|
1.0
|
|
|||
Selling, general and administrative
|
401,041
|
|
|
16.6
|
|
|
404,853
|
|
|
17.5
|
|
|
(3,812
|
)
|
|
(0.9
|
)
|
|||
Other operating expense
|
37,514
|
|
|
1.6
|
|
|
53,110
|
|
|
2.3
|
|
|
(15,596
|
)
|
|
(29.4
|
)
|
|||
Operating income
|
$
|
152,419
|
|
|
6.3
|
%
|
|
$
|
102,055
|
|
|
4.4
|
%
|
|
$
|
50,364
|
|
|
49.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
Decrease
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
602,312
|
|
|
$
|
642,089
|
|
|
$
|
(39,777
|
)
|
|
(6.2
|
)%
|
Operating income
|
|
180,394
|
|
|
190,990
|
|
|
(10,596
|
)
|
|
(5.5
|
)
|
|||
Operating income as a % of revenue
|
|
30.0
|
%
|
|
29.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
1,754,930
|
|
|
$
|
1,728,709
|
|
|
$
|
26,221
|
|
|
1.5
|
%
|
Operating income
|
|
466,513
|
|
|
451,689
|
|
|
14,824
|
|
|
3.3
|
|
|||
Operating income as a % of revenue
|
|
26.6
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
230,018
|
|
|
$
|
202,680
|
|
|
$
|
27,338
|
|
|
13.5
|
%
|
Operating income
|
|
80,861
|
|
|
63,281
|
|
|
17,580
|
|
|
27.8
|
|
|||
Operating income as a % of revenue
|
|
35.2
|
%
|
|
31.2
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
Increase
|
|
Percentage
Change |
|||||||
Revenue
|
|
$
|
654,513
|
|
|
$
|
576,534
|
|
|
$
|
77,979
|
|
|
13.5
|
%
|
Operating income
|
|
192,376
|
|
|
170,516
|
|
|
21,860
|
|
|
12.8
|
|
|||
Operating income as a % of revenue
|
|
29.4
|
%
|
|
29.6
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
December 29,
2018 |
|
December 30,
2017 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||||
Interest expense
|
|
$
|
(9,562
|
)
|
|
$
|
(16,338
|
)
|
|
$
|
(33,604
|
)
|
|
$
|
(43,387
|
)
|
Interest income
|
|
2,814
|
|
|
2,215
|
|
|
7,788
|
|
|
4,039
|
|
||||
Other expense
|
|
(3,520
|
)
|
|
(757
|
)
|
|
(85,007
|
)
|
|
(1,883
|
)
|
||||
Income tax (expense) benefit
|
|
(1,372
|
)
|
|
(98,522
|
)
|
|
30,012
|
|
|
(88,611
|
)
|
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
|
||||
September 30, 2018 to October 27, 2018
|
|
197
|
|
|
$
|
74.07
|
|
|
197
|
|
|
$834.7 million
|
October 28, 2018 to November 24, 2018
|
|
706
|
|
|
$
|
66.97
|
|
|
706
|
|
|
$787.4 million
|
November 25, 2018 to December 29, 2018
|
|
1,401
|
|
|
$
|
64.32
|
|
|
1,401
|
|
|
$697.2 million
|
Total
|
|
2,304
|
|
|
$
|
65.97
|
|
|
2,304
|
|
|
$697.2 million
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 29, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of December 29, 2018 and March 31, 2018; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended December 29, 2018 and December 30, 2017; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended December 29, 2018 and December 30, 2017; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended December 29, 2018 and December 30, 2017; and (v) the Notes to Condensed Consolidated Financial Statements
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
February 7, 2019
|
|
/s/ Mark J. Murphy
|
|
|
|
Mark J. Murphy
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QORVO, INC.
|
|
|
|
By:
|
/s/ Jeffrey C. Howland
|
Name:
|
Jeffrey C. Howland
|
Title:
|
Corporate Vice President
|
|
|
|
/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
December 29, 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
|
|
|
|
|
|
February 7, 2019
|
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
December 29, 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
|
|
|
|
|
|
February 7, 2019
|
|