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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Qorvo Inc | NASDAQ:QRVO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.05 | 1.79% | 116.75 | 111.01 | 117.02 | 117.10 | 114.60 | 114.70 | 1,042,948 | 01:00:00 |
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(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 APRIL 1, 2017
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 supplies cellular RF and WiFi 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, primarily in the downlink, to support wider bandwidths, increase data rates and improve network performance. These trends increase the complexity of smartphones, require more RF content and place a premium on performance, integration, systems-level expertise, and product and technology portfolio breadth, all of which are MP strengths. We offer a comprehensive product portfolio of BAW and surface acoustic wave ("SAW") filters, power amplifiers ("PAs"), low noise amplifiers ("LNAs"), switches, multimode multi-band PAs and transmit modules, RF power management integrated circuits ("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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•
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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, network infrastructure and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, WiFi 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 smart home solutions. Our IDP products include high power GaAs and GaN PAs, LNAs, switches, 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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2017
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2016
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2015
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Revenue:
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United States
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$
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467,031
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$
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306,328
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$
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315,775
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International
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2,565,543
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2,304,398
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1,395,191
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April 1, 2017
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April 2, 2016
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March 28, 2015
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Long-lived tangible assets:
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United States
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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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$
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697,305
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China
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244,728
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183,836
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126,509
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Other countries
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64,450
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46,170
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59,557
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•
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business, political and macroeconomic changes, including downturns in the semiconductor industry and the overall global economy;
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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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•
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fluctuations in demand for our customers’ products;
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our ability to predict customer demand accurately to limit obsolete inventory, which would reduce our margins;
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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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our customers’ and distributors’ ability to manage the inventory that they hold and to forecast accurately their demand for our products;
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•
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our ability to achieve cost savings and improve yields and margins on our new and existing products; and
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our ability to utilize our capacity efficiently or acquire additional capacity in response to customer demand.
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our ability to predict market requirements and define and design new products that address those requirements;
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our ability to design products that meet our customers’ cost, size and performance requirements;
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acceptance of our new product designs;
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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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market acceptance of our customers’ products and the duration of the life cycle of such products.
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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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the significant fixed costs of operating the facilities;
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factory utilization rates;
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our ability to qualify our facilities for new products and new technologies in a timely manner;
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the availability of raw materials and the impact of the volatility of commodity pricing 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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our manufacturing cycle times;
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our manufacturing yields;
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the political, regulatory and economic risks associated with our international manufacturing operations;
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potential violations by our
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nternational employees or third-party agents of international or U.S. laws relevant to foreign operations;
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our ability to hire, train and manage qualified production personnel;
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our compliance with applicable environmental and other laws and regulations; and
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our ability to avoid prolonged periods of down-time in our facilities for any reason.
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design errors;
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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
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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
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defending against litigation.
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global and local economic and political conditions;
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currency controls and fluctuations;
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tariff, trade (including import/export regulations) and other related restrictions and regulations;
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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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pandemics and similar major health concerns, which could adversely affect our business and our customer order patterns; and
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restrictions on, and tax consequences associated with, repatriation of foreign earnings.
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incur additional debt;
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pay dividends, make other distributions or repurchase or redeem our capital stock;
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prepay, redeem or repurchase certain debt;
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make loans and investments;
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sell, transfer or otherwise dispose of assets;
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incur or permit to exist certain liens;
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enter into certain types of transactions with affiliates;
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enter into agreements restricting our subsidiaries’ ability to pay dividends; and
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consolidate, amalgamate, merge or sell all or substantially all of our assets.
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general market and economic and political conditions, including market conditions in the semiconductor industry;
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actual or expected variations in quarterly operating results;
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differences between actual operating results and those expected by investors and analysts;
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changes in recommendations by securities analysts;
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operations and stock performance of competitors;
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accounting charges, including charges relating to the impairment of goodwill;
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significant acquisitions or strategic alliances 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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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;
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acquisition-related charges and amortization of acquired technology and other intangibles;
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diversion of management’s attention from our business;
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dissynergies or other harm to existing business relationships with suppliers and customers;
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failure to successfully integrate acquired businesses, operations, products, technologies and personnel; and
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unrealized expected synergies.
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hire and retain qualified employees;
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continue to develop leaders for key business units and functions;
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expand our presence in international locations and adapt to cultural norms of foreign locations; and
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train and motivate our employee base.
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regulatory penalties and fines;
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legal liabilities, including financial responsibility for remedial measures if our properties are contaminated;
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expenses to secure required permits and governmental approvals;
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suspension or curtailment of our manufacturing, assembly and test processes; and
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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;
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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;
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the inability of stockholders to call special meetings of stockholders;
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establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and
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the inability of stockholders to act by written consent.
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the timing and execution of plans and programs that are subject to local labor law requirements, including consultation with appropriate work councils;
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changes in assumptions related to severance and post-retirement costs;
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the timing of future divestitures and the amount and type of proceeds realized from such divestitures; and
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changes in the fair value of certain long-lived assets and goodwill.
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changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;
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the resolution of issues arising from tax audits with various tax authorities, including those described in Note 12 to the Notes to the Consolidated Financial Statements set forth in Part II, Item 8 of this report;
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changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;
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adjustments to income taxes upon finalization of various tax returns;
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changes in expenses not deductible for tax purposes;
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changes in available tax credits;
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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles;
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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; and
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a future decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes.
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High
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Low
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Fiscal Year Ended April 1, 2017
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First Quarter
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$
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58.30
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$
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43.79
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Second Quarter
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64.80
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50.45
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Third Quarter
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59.12
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48.28
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Fourth Quarter
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69.71
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52.12
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High
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Low
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Fiscal Year Ended April 2, 2016
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First Quarter
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$
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88.35
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$
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65.44
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Second Quarter
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82.25
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42.24
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Third Quarter
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60.00
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42.67
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Fourth Quarter
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51.95
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33.30
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B.
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The lines represent monthly index levels derived from compounded daily returns, assuming reinvestment of all dividends.
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C.
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The indexes are reweighted daily using the market capitalization on the previous trading day.
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D.
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If the month end is not a trading day, the preceding trading day is used.
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E.
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Qorvo, Inc. was added to the S&P 500 Index on June 12, 2015.
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Period
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Total number of shares purchased
(in thousands)
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
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Approximate dollar value of shares that may yet be purchased under the plans or programs
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January 1, 2017 to January 28, 2017
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—
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$
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—
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—
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$432.9 million
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January 29, 2017 to February 25, 2017
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269
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$
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66.86
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269
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$414.9 million
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February 26, 2017 to April 1, 2017
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493
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$
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66.71
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493
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$382.0 million
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Total
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762
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$
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66.76
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762
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$382.0 million
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Fiscal Year
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2017
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2016
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2015
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(3)
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2014
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2013
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||||||||||
(In thousands, except per share data)
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Revenue
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$
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3,032,574
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$
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2,610,726
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$
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1,710,966
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$
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1,148,231
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$
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964,147
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Operating costs and expenses:
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Cost of goods sold
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1,897,062
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1,561,173
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1,021,658
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743,304
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658,332
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Research and development
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470,836
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448,763
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257,494
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197,269
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178,793
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Selling, general and administrative
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545,588
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534,099
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249,886
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151,404
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132,916
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Other operating expense
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31,029
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(11)
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54,723
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(7)
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59,462
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(4)
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28,913
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(2)
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9,786
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|||||
Total operating costs and expenses
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2,944,515
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2,598,758
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1,588,500
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1,120,890
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979,827
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|||||
Income (loss) from operations
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88,059
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11,968
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122,466
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27,341
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(15,680
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)
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Interest expense
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(58,879
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)
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(12)
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(23,316
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)
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(8)
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(1,421
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)
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(5,983
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)
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(6,532
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)
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|||||
Interest income
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1,212
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2,068
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|
450
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179
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249
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Other (expense) income
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(3,087
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)
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6,418
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(254
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)
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2,336
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(3,936
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)
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|||||
Income (loss) before income taxes
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27,305
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|
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(2,862
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)
|
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121,241
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23,873
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(25,899
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)
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|||||
Income tax (expense) benefit
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(43,863
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)
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(13)
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(25,983
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)
|
(9)
|
75,062
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(5)
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(11,231
|
)
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(27,100
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)
|
(1)
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|||||
Net (loss) income
|
$
|
(16,558
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)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
|
$
|
12,642
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|
|
$
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(52,999
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)
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.17
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.11
|
|
|
$
|
0.18
|
|
|
$
|
(0.76
|
)
|
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
127,121
|
|
|
141,937
|
|
|
90,477
|
|
|
70,499
|
|
|
69,650
|
|
|
|||||
Diluted
|
127,121
|
|
|
141,937
|
|
|
93,211
|
|
|
72,019
|
|
|
69,650
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As of Fiscal Year End
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
(3)
|
2014
|
|
2013
|
|
||||||||||
Cash and cash equivalents
|
$
|
545,463
|
|
|
$
|
425,881
|
|
|
$
|
299,814
|
|
|
$
|
171,898
|
|
|
$
|
101,662
|
|
|
Short-term investments
|
—
|
|
|
186,808
|
|
|
244,830
|
|
|
72,067
|
|
|
77,987
|
|
|
|||||
Working capital
|
1,042,777
|
|
|
1,135,409
|
|
(10)
|
1,174,795
|
|
|
317,445
|
|
|
330,523
|
|
|
|||||
Total assets
|
6,522,323
|
|
|
6,596,819
|
|
|
6,892,379
|
|
(6)
|
920,312
|
|
|
931,999
|
|
|
|||||
Long-term debt and capital lease obligations, less current portion
|
989,154
|
|
|
988,130
|
|
(8)
|
—
|
|
|
18
|
|
|
82,123
|
|
|
|||||
Stockholders' equity
|
4,896,722
|
|
|
4,999,672
|
|
|
6,173,160
|
|
|
676,351
|
|
|
639,014
|
|
|
•
|
Mobile Products (MP)
- MP supplies cellular RF and WiFi 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, primarily in the downlink, 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 PAs and duplexers and modules incorporating switches, PAs and duplexers.
|
•
|
Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of RF solutions with a diverse portfolio of solutions that "connect and protect," spanning communications, network infrastructure and defense applications. These applications include high performance defense systems such as radar, electronic warfare and communication systems, WiFi 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 smart home solutions. Our IDP products include high power 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 increased
16.2%
in fiscal
2017
to
$3,032.6 million
compared to
$2,610.7 million
in fiscal
2016
, primarily due to higher demand for our cellular RF solutions in support of marquee smartphones and customers based in China and higher sales of our wireless infrastructure, defense and aerospace and WiFi products.
|
•
|
Our gross margin for fiscal
2017
was
37.4%
compared to
40.2%
for fiscal
2016
. Gross margin was adversely impacted in fiscal 2017 by an unfavorable change in product mix towards lower margin low-band power amplifier + duplexer ("PAD") modules, product cost reductions lagging normal average selling price erosion, lower factory utilization and unfavorable inventory adjustments primarily due to lower than expected manufacturing and assembly yields on the low-band PAD modules in the second quarter of fiscal 2017. These adverse factors were partially offset by lower intangible amortization, stock-based compensation and other costs related to the Business Combination.
|
•
|
Our operating income was
$88.1 million
in fiscal
2017
compared to
$12.0 million
in fiscal
2016
. This increase was primarily due to higher gross profit from higher revenue and lower intangible amortization, stock-based compensation and other costs related to the Business Combination in fiscal
2017
as compared to fiscal
2016
.
|
•
|
Our net loss per diluted share was
$0.13
for fiscal
2017
as compared to net loss per diluted share of
$0.20
for fiscal
2016
.
|
•
|
We generated positive cash flow from operations of
$776.8 million
for fiscal
2017
as compared to
$687.9 million
for fiscal
2016
. This year-over-year increase was due primarily to improvement in working capital, partially offset by lower adjustments for non-cash items.
|
•
|
Capital expenditures totaled
$552.7 million
in fiscal
2017
, as compared to
$315.6 million
in fiscal
2016
, with the increase primarily related to projects for increasing premium filter capacity and manufacturing cost savings initiatives.
|
•
|
During fiscal
2017
, we recorded interest expense of
$69.9 million
(which was offset by
$13.6 million
of capitalized interest) on the $1.0 billion of senior notes that were issued in the third quarter of fiscal
2016
. Interest paid on these notes in fiscal
2017
was
$71.2 million
.
|
•
|
During fiscal
2017
, we repurchased approximately
3.7 million
shares of our common stock for approximately
$209.4 million
, as compared to
24.3 million
shares of our common stock for approximately
$1,300.0 million
during fiscal
2016
.
|
•
|
During fiscal
2017
and fiscal
2016
, we recorded integration and restructuring expenses related to the Business Combination of
$18.9 million
and
$36.6 million
, respectively. We expect these costs will continue to decline in future years.
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
(In thousands, except percentages)
|
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|
Dollars
|
|
% of
Revenue |
|||||||||
Revenue
|
|
$
|
3,032,574
|
|
|
100.0
|
%
|
|
$
|
2,610,726
|
|
|
100.0
|
%
|
|
$
|
1,710,966
|
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,897,062
|
|
|
62.6
|
|
|
1,561,173
|
|
|
59.8
|
|
|
1,021,658
|
|
|
59.7
|
|
|||
Gross profit
|
|
1,135,512
|
|
|
37.4
|
|
|
1,049,553
|
|
|
40.2
|
|
|
689,308
|
|
|
40.3
|
|
|||
Research and development
|
|
470,836
|
|
|
15.5
|
|
|
448,763
|
|
|
17.2
|
|
|
257,494
|
|
|
15.0
|
|
|||
Selling, general, and administrative
|
|
545,588
|
|
|
18.0
|
|
|
534,099
|
|
|
20.4
|
|
|
249,886
|
|
|
14.6
|
|
|||
Other operating expense
|
|
31,029
|
|
|
1.0
|
|
|
54,723
|
|
|
2.1
|
|
|
59,462
|
|
|
3.5
|
|
|||
Operating income
|
|
$
|
88,059
|
|
|
2.9
|
%
|
|
$
|
11,968
|
|
|
0.5
|
%
|
|
122,466
|
|
|
7.2
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except percentages)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
2,384,041
|
|
|
$
|
2,083,334
|
|
|
$
|
1,395,035
|
|
Operating income
|
|
$
|
554,001
|
|
|
$
|
591,751
|
|
|
$
|
404,382
|
|
Operating income as a % of revenue
|
|
23.2
|
%
|
|
28.4
|
%
|
|
29.0
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands, except percentages)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
644,653
|
|
|
$
|
523,512
|
|
|
$
|
313,274
|
|
Operating income
|
|
$
|
152,539
|
|
|
$
|
108,370
|
|
|
$
|
72,262
|
|
Operating income as a % of revenue
|
|
23.7
|
%
|
|
20.7
|
%
|
|
23.1
|
%
|
|
|
Fiscal Year
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense
|
|
$
|
(58,879
|
)
|
|
$
|
(23,316
|
)
|
|
$
|
(1,421
|
)
|
Interest income
|
|
1,212
|
|
|
2,068
|
|
|
450
|
|
|||
Other (expense) income
|
|
(3,087
|
)
|
|
6,418
|
|
|
(254
|
)
|
|||
Income tax (expense) benefit
|
|
(43,863
|
)
|
|
(25,983
|
)
|
|
75,062
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Total Payments
|
|
Fiscal
2018
|
|
Fiscal 2019-2020
|
|
Fiscal 2021-2022
|
|
Fiscal 2023 and thereafter
|
||||||||||
Capital commitments
|
$
|
97,697
|
|
|
$
|
97,697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt obligations
|
1,559,125
|
|
|
68,875
|
|
|
137,750
|
|
|
137,750
|
|
|
1,214,750
|
|
|||||
Operating leases
|
63,456
|
|
|
13,720
|
|
|
18,838
|
|
|
13,632
|
|
|
17,266
|
|
|||||
Purchase obligations
|
215,758
|
|
|
206,769
|
|
|
8,464
|
|
|
525
|
|
|
—
|
|
|||||
Cross-licensing liability
|
12,880
|
|
|
2,540
|
|
|
4,940
|
|
|
4,800
|
|
|
600
|
|
|||||
Deferred compensation
|
10,237
|
|
|
674
|
|
|
1,227
|
|
|
757
|
|
|
7,579
|
|
|||||
Total
|
$
|
1,959,153
|
|
|
$
|
390,275
|
|
|
$
|
171,219
|
|
|
$
|
157,464
|
|
|
$
|
1,240,195
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Page
|
|
|
Consolidated Statements of S
tockholders' Equity
|
|
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
(Notes 1 & 3)
|
$
|
545,463
|
|
|
$
|
425,881
|
|
Short-term investments
(Notes 1 & 3)
|
—
|
|
|
186,808
|
|
||
Accounts receivable, less allowance of $58 and $143 as of April 1, 2017 and April 2, 2016, respectively
|
357,948
|
|
|
316,356
|
|
||
Inventories
(Notes 1 & 4)
|
430,454
|
|
|
427,551
|
|
||
Prepaid expenses
|
36,229
|
|
|
63,850
|
|
||
Other receivables
(Note 1)
|
65,247
|
|
|
47,380
|
|
||
Other current assets
(Notes 1 & 9)
|
26,264
|
|
|
41,384
|
|
||
Total current assets
|
1,461,605
|
|
|
1,509,210
|
|
||
Property and equipment, net
(Notes 1 & 5)
|
1,391,932
|
|
|
1,046,888
|
|
||
Goodwill
(Notes 1, 6 & 7)
|
2,173,914
|
|
|
2,135,697
|
|
||
Intangible assets, net
(Notes 1, 6 & 7)
|
1,400,563
|
|
|
1,812,515
|
|
||
Long-term investments
(Notes 1 & 3)
|
35,494
|
|
|
26,050
|
|
||
Other non-current assets
(Notes 9 & 12)
|
58,815
|
|
|
66,459
|
|
||
Total assets
|
$
|
6,522,323
|
|
|
$
|
6,596,819
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
216,246
|
|
|
$
|
205,364
|
|
Accrued liabilities
(Notes 1, 9, 10, & 11)
|
170,584
|
|
|
137,889
|
|
||
Other current liabilities (
Note 12
)
|
31,998
|
|
|
30,548
|
|
||
Total current liabilities
|
418,828
|
|
|
373,801
|
|
||
Long-term debt
(Note 8)
|
989,154
|
|
|
988,130
|
|
||
Deferred tax liabilities (
Note 12
)
|
131,511
|
|
|
152,160
|
|
||
Other long-term liabilities
(Notes 9, 10, 11 & 12)
|
86,108
|
|
|
83,056
|
|
||
Total liabilities
|
1,625,601
|
|
|
1,597,147
|
|
||
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; 126,464 and 127,386 shares issued and outstanding at April 1, 2017 and April 2, 2016, respectively
|
5,357,394
|
|
|
5,442,613
|
|
||
Accumulated other comprehensive loss, net of tax
|
(4,306
|
)
|
|
(3,133
|
)
|
||
Accumulated deficit
|
(456,366
|
)
|
|
(439,808
|
)
|
||
Total stockholders’ equity
|
4,896,722
|
|
|
4,999,672
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,522,323
|
|
|
$
|
6,596,819
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
|
$
|
1,710,966
|
|
Cost of goods sold (
Note 7)
|
1,897,062
|
|
|
1,561,173
|
|
|
1,021,658
|
|
|||
Gross profit
|
1,135,512
|
|
|
1,049,553
|
|
|
689,308
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
470,836
|
|
|
448,763
|
|
|
257,494
|
|
|||
Selling, general and administrative
(Note 7)
|
545,588
|
|
|
534,099
|
|
|
249,886
|
|
|||
Other operating expense
(Notes 6 & 11)
|
31,029
|
|
|
54,723
|
|
|
59,462
|
|
|||
Total operating expenses
|
1,047,453
|
|
|
1,037,585
|
|
|
566,842
|
|
|||
Income from operations
|
88,059
|
|
|
11,968
|
|
|
122,466
|
|
|||
|
|
|
|
|
|
||||||
Interest expense (
Note 8)
|
(58,879
|
)
|
|
(23,316
|
)
|
|
(1,421
|
)
|
|||
Interest income
|
1,212
|
|
|
2,068
|
|
|
450
|
|
|||
Other (expense) income
|
(3,087
|
)
|
|
6,418
|
|
|
(254
|
)
|
|||
Income (loss) before income taxes
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
$
|
121,241
|
|
|
|
|
|
|
|
||||||
Income tax (expense) benefit
(Note 12)
|
(43,863
|
)
|
|
(25,983
|
)
|
|
75,062
|
|
|||
Net (loss) income
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
|
|
|
|
|
|
||||||
Net (loss) income per share
(Note 13):
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.17
|
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.11
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding
(Note 13)
:
|
|
|
|
|
|
||||||
Basic
|
127,121
|
|
|
141,937
|
|
|
90,477
|
|
|||
Diluted
|
127,121
|
|
|
141,937
|
|
|
93,211
|
|
|||
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Unrealized gain on marketable securities, net of tax
|
53
|
|
|
742
|
|
|
3,920
|
|
|||
Change in pension liability, net of tax
|
(339
|
)
|
|
1,153
|
|
|
(2,894
|
)
|
|||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
(1,014
|
)
|
|
(89
|
)
|
|
(392
|
)
|
|||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
||||||
Recognized gain on marketable securities
|
—
|
|
|
(4,994
|
)
|
|
—
|
|
|||
Amortization of pension actuarial loss
|
127
|
|
|
179
|
|
|
27
|
|
|||
Other comprehensive (loss) income
|
(1,173
|
)
|
|
(3,009
|
)
|
|
661
|
|
|||
Total comprehensive (loss) income
|
$
|
(17,731
|
)
|
|
$
|
(31,854
|
)
|
|
$
|
196,964
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||
|
|
|
|
|
Other
|
|
|
|
|
|||||||||
|
Common Stock
|
|
Comprehensive
|
|
Accumulated
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Deficit
|
|
Total
|
|||||||||
Balance, March 29, 2014
|
71,215
|
|
|
$
|
1,284,402
|
|
|
$
|
(785
|
)
|
|
$
|
(607,266
|
)
|
|
$
|
676,351
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
196,303
|
|
|
196,303
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
661
|
|
|
—
|
|
|
661
|
|
||||
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes
|
3,199
|
|
|
5,167
|
|
|
—
|
|
|
—
|
|
|
5,167
|
|
||||
Issuance of common stock for Business Combination
|
75,306
|
|
|
5,254,367
|
|
|
—
|
|
|
—
|
|
|
5,254,367
|
|
||||
Issuance of common stock in connection with employee stock purchase plan
|
98
|
|
|
2,730
|
|
|
—
|
|
|
—
|
|
|
2,730
|
|
||||
Tax benefit from exercised stock options
|
—
|
|
|
9,834
|
|
|
—
|
|
|
—
|
|
|
9,834
|
|
||||
Repurchase of common stock, including transaction costs
|
(759
|
)
|
|
(50,874
|
)
|
|
—
|
|
|
—
|
|
|
(50,874
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
78,621
|
|
|
—
|
|
|
—
|
|
|
78,621
|
|
||||
Balance, 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
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
209,825
|
|
|
180,362
|
|
|
74,239
|
|
|||
Intangible assets amortization
(Note 7)
|
494,752
|
|
|
494,589
|
|
|
142,749
|
|
|||
Non-cash interest expense and amortization of debt issuance costs
|
1,709
|
|
|
112
|
|
|
843
|
|
|||
Excess tax benefit from exercises of stock options
|
(65
|
)
|
|
(935
|
)
|
|
(13,993
|
)
|
|||
Deferred income taxes
|
(28,027
|
)
|
|
(12,189
|
)
|
|
(109,970
|
)
|
|||
Foreign currency adjustments
|
(36
|
)
|
|
1,705
|
|
|
(242
|
)
|
|||
Loss (income) on investments and other assets, net
|
5,478
|
|
|
(4,705
|
)
|
|
8,986
|
|
|||
Stock-based compensation expense
|
88,845
|
|
|
139,516
|
|
|
64,941
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(36,873
|
)
|
|
36,682
|
|
|
(30,369
|
)
|
|||
Inventories
|
(6,442
|
)
|
|
(84,116
|
)
|
|
10,423
|
|
|||
Prepaid expenses and other current and non-current assets
|
20,285
|
|
|
(28,871
|
)
|
|
(26,384
|
)
|
|||
Accounts payable
|
(1,035
|
)
|
|
(461
|
)
|
|
(30,107
|
)
|
|||
Accrued liabilities
|
26,866
|
|
|
3,862
|
|
|
(3,884
|
)
|
|||
Income tax payable/(recoverable)
|
13,414
|
|
|
4,300
|
|
|
12,704
|
|
|||
Other assets and liabilities
|
4,682
|
|
|
(13,079
|
)
|
|
9,385
|
|
|||
Net cash provided by operating activities
|
776,820
|
|
|
687,927
|
|
|
305,624
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of available-for-sale securities
|
(469
|
)
|
|
(340,527
|
)
|
|
(387,734
|
)
|
|||
Proceeds from maturities of available-for-sale securities
|
186,793
|
|
|
390,009
|
|
|
261,185
|
|
|||
Purchase of business, net of cash acquired
(Note 6)
|
(118,133
|
)
|
|
—
|
|
|
224,324
|
|
|||
Purchase of property and equipment
|
(552,702
|
)
|
|
(315,624
|
)
|
|
(169,862
|
)
|
|||
Other investing
|
(5,976
|
)
|
|
(12,572
|
)
|
|
8,145
|
|
|||
Net cash used in investing activities
|
(490,487
|
)
|
|
(278,714
|
)
|
|
(63,942
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from debt issuances
|
—
|
|
|
1,175,000
|
|
|
—
|
|
|||
Payment of debt
|
—
|
|
|
(175,000
|
)
|
|
(87,503
|
)
|
|||
Excess tax benefit from exercises of stock options
|
65
|
|
|
935
|
|
|
13,993
|
|
|||
Debt issuance costs
|
—
|
|
|
(13,588
|
)
|
|
(36
|
)
|
|||
Proceeds from the issuance of common stock
|
59,148
|
|
|
51,875
|
|
|
46,072
|
|
|||
Repurchase of common stock, including transaction costs
|
(209,357
|
)
|
|
(1,300,009
|
)
|
|
(50,874
|
)
|
|||
Tax withholding paid on behalf of employees for restricted stock units
|
(15,516
|
)
|
|
(22,168
|
)
|
|
(34,250
|
)
|
|||
Other financing
|
14
|
|
|
103
|
|
|
(300
|
)
|
|||
Net cash used in financing activities
|
(165,646
|
)
|
|
(282,852
|
)
|
|
(112,898
|
)
|
|||
Effect of exchange rate changes on cash
|
(1,105
|
)
|
|
(294
|
)
|
|
(868
|
)
|
|||
Net increase in cash and cash equivalents
|
119,582
|
|
|
126,067
|
|
|
127,916
|
|
|||
Cash and cash equivalents at the beginning of the period
|
425,881
|
|
|
299,814
|
|
|
171,898
|
|
|||
Cash and cash equivalents at the end of the period
|
$
|
545,463
|
|
|
$
|
425,881
|
|
|
$
|
299,814
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
71,171
|
|
|
$
|
2,164
|
|
|
$
|
930
|
|
Cash paid during the year for income taxes
|
$
|
52,656
|
|
|
$
|
34,942
|
|
|
$
|
34,590
|
|
Non-cash investing and financing information:
|
|
|
|
|
|
||||||
Capital expenditure adjustments included in liabilities
|
$
|
75,340
|
|
|
$
|
33,548
|
|
|
$
|
9,346
|
|
Fair value of equity consideration related to Business Combination
(Note 6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,254,367
|
|
1.
|
THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
|
|
Fiscal Year
|
||||
|
2017
|
|
2016
|
|
2015
|
Apple Inc. ("Apple")
|
34%
|
|
37%
|
|
32%
|
Huawei Technologies Co., Ltd. ("Huawei")
|
11%
|
|
12%
|
|
7%
|
Samsung Electronics, Co., Ltd. ("Samsung")
|
7%
|
|
7%
|
|
14%
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
April 1, 2017
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,721
|
|
Money market funds
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
(429
|
)
|
|
$
|
1,735
|
|
April 2, 2016
|
|
|
|
|
|
|
|
||||||||
U.S. government/agency securities
|
$
|
149,874
|
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
$
|
149,892
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
(350
|
)
|
|
1,800
|
|
||||
Corporate debt
|
45,510
|
|
|
—
|
|
|
—
|
|
|
45,510
|
|
||||
Money market funds
|
146,779
|
|
|
—
|
|
|
—
|
|
|
146,779
|
|
||||
|
$
|
344,313
|
|
|
$
|
19
|
|
|
$
|
(351
|
)
|
|
$
|
343,981
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
342,163
|
|
|
$
|
342,181
|
|
Due after ten years
|
2,150
|
|
|
1,721
|
|
|
2,150
|
|
|
1,800
|
|
||||
Total investments in debt securities
|
$
|
2,164
|
|
|
$
|
1,735
|
|
|
$
|
344,313
|
|
|
$
|
343,981
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
April 1, 2017
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Cash and cash equivalents:
|
|
|
|
|
|
||||||||
|
|
|
Money market funds
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
|
|
Total cash and cash equivalents
|
14
|
|
|
14
|
|
|
—
|
|
|||||
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||||
|
|
|
Auction rate securities
(1)
|
1,721
|
|
|
—
|
|
|
1,721
|
|
||||
|
|
Total available-for-sale securities
|
1,721
|
|
|
—
|
|
|
1,721
|
|
|||||
|
|
Invested funds in deferred compensation plan
(3)
|
10,237
|
|
|
10,237
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
11,972
|
|
|
$
|
10,251
|
|
|
$
|
1,721
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(3)
|
$
|
10,237
|
|
|
$
|
10,237
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
10,237
|
|
|
$
|
10,237
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
April 2, 2016
|
|
|
|
|
|
||||||||||
|
Assets
|
|
|
|
|
|
|||||||||
|
|
Cash and cash equivalents:
|
|
|
|
|
|
||||||||
|
|
|
|
Money market funds
|
$
|
146,779
|
|
|
$
|
146,779
|
|
|
$
|
—
|
|
|
|
Total cash and cash equivalents
|
146,779
|
|
|
146,779
|
|
|
—
|
|
|||||
|
|
Available for-sale securities:
|
|
|
|
|
|
||||||||
|
|
|
|
U.S. government/agency securities
|
149,892
|
|
|
149,892
|
|
|
—
|
|
|||
|
|
|
|
Auction rate securities
(1)
|
1,800
|
|
|
—
|
|
|
1,800
|
|
|||
|
|
|
|
Corporate debt
(2)
|
45,510
|
|
|
—
|
|
|
45,510
|
|
|||
|
|
Total available-for-sale securities
|
197,202
|
|
|
149,892
|
|
|
47,310
|
|
|||||
|
|
Invested funds in deferred compensation plan
(3)
|
6,468
|
|
|
6,468
|
|
|
—
|
|
|||||
|
|
|
|
Total assets measured at fair value
|
$
|
350,449
|
|
|
$
|
303,139
|
|
|
$
|
47,310
|
|
|
Liabilities
|
|
|
|
|
|
|||||||||
|
|
Deferred compensation plan obligation
(3)
|
$
|
6,468
|
|
|
$
|
6,468
|
|
|
$
|
—
|
|
||
|
|
|
|
Total liabilities measured at fair value
|
$
|
6,468
|
|
|
$
|
6,468
|
|
|
$
|
—
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Raw materials
|
$
|
92,282
|
|
|
$
|
89,928
|
|
Work in process
|
198,339
|
|
|
228,626
|
|
||
Finished goods
|
139,833
|
|
|
108,997
|
|
||
Total inventories
|
$
|
430,454
|
|
|
$
|
427,551
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
Land
|
$
|
25,025
|
|
|
$
|
25,255
|
|
Building and leasehold improvements
|
384,784
|
|
|
337,875
|
|
||
Machinery and equipment
|
1,565,233
|
|
|
1,188,310
|
|
||
Furniture and fixtures
|
14,482
|
|
|
13,884
|
|
||
Computer equipment and software
|
79,689
|
|
|
51,641
|
|
||
|
2,069,213
|
|
|
1,616,965
|
|
||
Less accumulated depreciation
|
(981,328
|
)
|
|
(751,898
|
)
|
||
|
1,087,885
|
|
|
865,067
|
|
||
Construction in progress
|
304,047
|
|
|
181,821
|
|
||
Total property and equipment, net
|
$
|
1,391,932
|
|
|
$
|
1,046,888
|
|
|
2015
|
||
Revenue
|
$
|
2,556,045
|
|
Net income
|
30,447
|
|
|
Basic net income per share
|
$
|
0.21
|
|
Diluted net income per share
|
$
|
0.20
|
|
|
Mobile Products
|
|
Infrastructure and Defense Products
|
|
Total
|
||||||
Balance as of March 28, 2015
(1)
|
$
|
1,755,693
|
|
|
384,893
|
|
|
$
|
2,140,586
|
|
|
Measurement period adjustments from Business Combination
(Note 6)
|
(4,190
|
)
|
|
(699
|
)
|
|
(4,889
|
)
|
|||
Balance as of April 2, 2016
(1)
|
1,751,503
|
|
|
384,194
|
|
|
2,135,697
|
|
|||
GreenPeak acquisition
(Note 6)
|
—
|
|
|
38,217
|
|
|
38,217
|
|
|||
Balance as of April 1, 2017
(1)
|
$
|
1,751,503
|
|
|
$
|
422,411
|
|
|
$
|
2,173,914
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,272,725
|
|
|
$
|
656,688
|
|
|
$
|
1,267,103
|
|
|
$
|
377,357
|
|
Developed technology
|
1,209,335
|
|
|
481,441
|
|
|
915,163
|
|
|
277,736
|
|
||||
Backlog
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
||||
Trade names
|
29,353
|
|
|
21,912
|
|
|
29,000
|
|
|
12,083
|
|
||||
Wafer supply agreement
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
||||
Technology licenses
|
13,346
|
|
|
11,711
|
|
|
12,446
|
|
|
11,021
|
|
||||
Non-compete agreement
|
1,026
|
|
|
470
|
|
|
—
|
|
|
—
|
|
||||
IPRD
|
47,000
|
|
|
N/A
|
|
|
267,000
|
|
|
N/A
|
|
||||
Total
|
$
|
2,658,228
|
|
|
$
|
1,257,665
|
|
|
$
|
2,576,155
|
|
|
$
|
763,640
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of goods sold
|
$
|
190,792
|
|
|
$
|
199,257
|
|
|
$
|
49,583
|
|
Selling, general and administrative
|
283,000
|
|
|
283,000
|
|
|
70,750
|
|
|||
Total
|
$
|
473,792
|
|
|
$
|
482,257
|
|
|
$
|
120,333
|
|
Fiscal Year
|
Estimated
Amortization
Expense
|
||
2018
|
$
|
540,954
|
|
2019
|
455,451
|
|
|
2020
|
206,986
|
|
|
2021
|
155,525
|
|
|
2022
|
26,849
|
|
|
April 1, 2017
|
|
April 2, 2016
|
||||
6.75% Senior Notes due 2023
|
$
|
450,000
|
|
|
$
|
450,000
|
|
7.00% Senior Notes due 2025
|
550,000
|
|
|
550,000
|
|
||
Less unamortized issuance costs
|
(10,846
|
)
|
|
(11,870
|
)
|
||
Total long-term debt
|
$
|
989,154
|
|
|
$
|
988,130
|
|
Fiscal Year
|
|
|
||
2018
|
|
$
|
13,720
|
|
2019
|
|
10,802
|
|
|
2020
|
|
8,036
|
|
|
2021
|
|
7,439
|
|
|
2022
|
|
6,193
|
|
|
Thereafter
|
|
17,266
|
|
|
Total minimum payment
|
|
$
|
63,456
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
2,439
|
|
|
$
|
(35,923
|
)
|
|
$
|
127,281
|
|
Foreign
|
24,866
|
|
|
33,061
|
|
|
(6,040
|
)
|
|||
Total
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
$
|
121,241
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(23,835
|
)
|
|
$
|
(4,285
|
)
|
|
$
|
(15,862
|
)
|
State
|
(476
|
)
|
|
(541
|
)
|
|
(2,871
|
)
|
|||
Foreign
|
(47,579
|
)
|
|
(33,346
|
)
|
|
(16,175
|
)
|
|||
|
(71,890
|
)
|
|
(38,172
|
)
|
|
(34,908
|
)
|
|||
Deferred benefit (expense):
|
|
|
|
|
|
||||||
Federal
|
$
|
2,762
|
|
|
$
|
27,794
|
|
|
$
|
100,884
|
|
State
(1)
|
3,659
|
|
|
(31,229
|
)
|
|
3,928
|
|
|||
Foreign
|
21,606
|
|
|
15,624
|
|
|
5,158
|
|
|||
|
28,027
|
|
|
12,189
|
|
|
109,970
|
|
|||
Total
|
$
|
(43,863
|
)
|
|
$
|
(25,983
|
)
|
|
$
|
75,062
|
|
|
Fiscal Year
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|||||||||
Income tax (expense) benefit at statutory federal rate
|
$
|
(9,557
|
)
|
35.00
|
%
|
|
$
|
1,002
|
|
35.00
|
%
|
|
$
|
(42,434
|
)
|
35.00
|
%
|
(Increase) decrease resulting from:
|
|
|
|
|
|
|
|
|
|||||||||
State benefit (provision), net of federal (provision) benefit
|
(662
|
)
|
2.42
|
|
|
(1,320
|
)
|
(46.14
|
)
|
|
(6,710
|
)
|
5.53
|
|
|||
Tax credits
|
15,352
|
|
(56.22
|
)
|
|
15,459
|
|
540.21
|
|
|
3,538
|
|
(2.92
|
)
|
|||
Effect of changes in income tax rate applied to net deferred tax assets
|
1,163
|
|
(4.26
|
)
|
|
(2,716
|
)
|
(94.92
|
)
|
|
(20
|
)
|
0.02
|
|
|||
Foreign tax rate difference
|
(11,298
|
)
|
41.38
|
|
|
4,114
|
|
143.77
|
|
|
(13,342
|
)
|
11.00
|
|
|||
Foreign permanent differences
|
(8,432
|
)
|
30.88
|
|
|
(1,700
|
)
|
(59.40
|
)
|
|
—
|
|
—
|
|
|||
Change in valuation allowance
|
1,363
|
|
(4.99
|
)
|
|
(25,120
|
)
|
(877.84
|
)
|
|
135,812
|
|
(112.02
|
)
|
|||
Stock-based compensation
|
(3,228
|
)
|
11.82
|
|
|
(5,362
|
)
|
(187.37
|
)
|
|
(1,309
|
)
|
1.08
|
|
|||
Tax reserve adjustments
|
(21,789
|
)
|
79.80
|
|
|
(8,699
|
)
|
(303.99
|
)
|
|
(3,928
|
)
|
3.24
|
|
|||
Deemed dividend
|
(6,989
|
)
|
25.60
|
|
|
(3,984
|
)
|
(139.21
|
)
|
|
(2,751
|
)
|
2.27
|
|
|||
Domestic production activities deduction
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2,620
|
|
(2.16
|
)
|
|||
Other income tax (expense) benefit
|
214
|
|
(0.79
|
)
|
|
2,343
|
|
81.89
|
|
|
3,586
|
|
(2.95
|
)
|
|||
|
$
|
(43,863
|
)
|
160.64
|
%
|
|
$
|
(25,983
|
)
|
(908.00
|
)%
|
|
$
|
75,062
|
|
(61.91
|
)%
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||
|
2017
|
|
2016
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserve
|
$
|
15,599
|
|
|
$
|
19,588
|
|
Equity compensation
|
83,333
|
|
|
93,340
|
|
||
Accumulated depreciation/basis difference
|
—
|
|
|
11,512
|
|
||
Net operating loss carry-forwards
|
40,575
|
|
|
52,050
|
|
||
Research and other credits
|
92,793
|
|
|
85,782
|
|
||
Employee benefits
|
13,247
|
|
|
12,659
|
|
||
Other deferred assets
|
23,355
|
|
|
19,876
|
|
||
Total deferred income tax assets
|
268,902
|
|
|
294,807
|
|
||
Valuation allowance
|
(33,104
|
)
|
|
(34,682
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
$
|
235,798
|
|
|
$
|
260,125
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Amortization and purchase accounting basis difference
|
$
|
(258,422
|
)
|
|
$
|
(322,578
|
)
|
Accumulated depreciation/basis difference
|
(91,337
|
)
|
|
(70,140
|
)
|
||
Deferred gain
|
—
|
|
|
(1,227
|
)
|
||
Total deferred income tax liabilities
|
(349,759
|
)
|
|
(393,945
|
)
|
||
Net deferred income tax liabilities
|
$
|
(113,961
|
)
|
|
$
|
(133,820
|
)
|
|
|
|
|
||||
Amounts included in the Consolidated Balance Sheets:
|
|
|
|
||||
Non-current assets
|
17,550
|
|
|
18,340
|
|
||
Non-current liabilities
|
(131,511
|
)
|
|
(152,160
|
)
|
||
|
|
|
|
||||
Net deferred income tax liabilities
|
$
|
(113,961
|
)
|
|
$
|
(133,820
|
)
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
69,052
|
|
|
$
|
59,397
|
|
|
$
|
39,423
|
|
Additions based on positions related to current year
|
20,036
|
|
|
9,374
|
|
|
1,246
|
|
|||
Additions for tax positions in prior years
|
1,878
|
|
|
2,723
|
|
|
23,986
|
|
|||
Reductions for tax positions in prior years
|
(29
|
)
|
|
(1,973
|
)
|
|
(5,258
|
)
|
|||
Expiration of statute of limitations
|
(322
|
)
|
|
(469
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
90,615
|
|
|
$
|
69,052
|
|
|
$
|
59,397
|
|
|
For Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Numerator for basic and diluted net (loss) income per share — net (loss) income available to common stockholders
|
$
|
(16,558
|
)
|
|
$
|
(28,845
|
)
|
|
$
|
196,303
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic net (loss) income per share — weighted average shares
|
127,121
|
|
|
141,937
|
|
|
90,477
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock-based awards
|
—
|
|
|
—
|
|
|
2,734
|
|
|||
Denominator for diluted net (loss) income per share — adjusted weighted average shares and assumed conversions
|
127,121
|
|
|
141,937
|
|
|
93,211
|
|
|||
Basic net (loss) income per share
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.17
|
|
Diluted net (loss) income per share
|
$
|
(0.13
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.11
|
|
|
Shares
(in thousands) |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate
Intrinsic Value (in thousands) |
||||
Outstanding as of April 2, 2016
|
6,134
|
|
$
|
18.93
|
|
|
|
|
|
||
Granted
|
0
|
|
$
|
0.00
|
|
|
|
|
|
||
Exercised
|
(1,915)
|
|
$
|
16.91
|
|
|
|
|
|
||
Canceled
|
(34)
|
|
$
|
33.26
|
|
|
|
|
|
||
Forfeited
|
(8)
|
|
$
|
30.26
|
|
|
|
|
|
||
Outstanding as of April 1, 2017
|
4,177
|
|
$
|
19.72
|
|
|
4.36
|
|
$
|
204,035
|
|
Vested and expected to vest as of April 1, 2017
|
4,176
|
|
$
|
19.71
|
|
|
4.36
|
|
$
|
204,012
|
|
Options exercisable as of April 1, 2017
|
3,960
|
|
$
|
19.00
|
|
|
4.33
|
|
$
|
196,233
|
|
|
Fiscal Year
|
||||||||
|
2017
|
|
2016
|
|
2015
|
||||
Expected volatility
|
N/A
|
|
42.8
|
%
|
|
40.6
|
%
|
||
Expected dividend yield
|
N/A
|
|
0.0
|
%
|
|
0.0
|
%
|
||
Expected term (in years)
|
N/A
|
|
5.7
|
|
|
5.6
|
|
||
Risk-free interest rate
|
N/A
|
|
1.6
|
%
|
|
1.7
|
%
|
||
Weighted-average grant-date fair value of options granted during the period
|
N/A
|
|
$
|
32.62
|
|
|
$
|
22.49
|
|
|
Shares
(in thousands) |
|
Weighted-Average
Grant-Date Fair Value |
|||
Balance at April 2, 2016
|
2,095
|
|
|
$
|
47.09
|
|
Granted
|
1,223
|
|
|
52.80
|
|
|
Vested
|
(857)
|
|
|
37.59
|
|
|
Forfeited
|
(86)
|
|
|
53.10
|
|
|
Balance at April 1, 2017
|
2,375
|
|
|
$
|
53.00
|
|
Outstanding stock options under formal directors’ and employees’ stock option plans
|
4,177
|
Possible future issuance under Company stock incentive plans
|
6,989
|
Employee stock purchase plan
|
5,135
|
Restricted stock-based units granted
|
2,375
|
Total shares reserved
|
18,676
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
||||||
MP
|
$
|
2,384,041
|
|
|
$
|
2,083,334
|
|
|
$
|
1,395,035
|
|
IDP
|
644,653
|
|
|
523,512
|
|
|
313,274
|
|
|||
All other (1)
|
3,880
|
|
|
3,880
|
|
|
2,657
|
|
|||
Total revenue
|
$
|
3,032,574
|
|
|
$
|
2,610,726
|
|
|
$
|
1,710,966
|
|
Income from operations:
|
|
|
|
|
|
||||||
MP
|
$
|
554,001
|
|
|
$
|
591,751
|
|
|
$
|
404,382
|
|
IDP
|
152,539
|
|
|
108,370
|
|
|
72,262
|
|
|||
All other
|
(618,481
|
)
|
|
(688,153
|
)
|
|
(354,178
|
)
|
|||
Income from operations
|
$
|
88,059
|
|
|
$
|
11,968
|
|
|
$
|
122,466
|
|
Interest expense
|
$
|
(58,879
|
)
|
|
$
|
(23,316
|
)
|
|
$
|
(1,421
|
)
|
Interest income
|
1,212
|
|
|
2,068
|
|
|
450
|
|
|||
Other (expense) income
|
(3,087
|
)
|
|
6,418
|
|
|
(254
|
)
|
|||
Income (loss) before income taxes
|
$
|
27,305
|
|
|
$
|
(2,862
|
)
|
|
$
|
121,241
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
$
|
(88,845
|
)
|
|
$
|
(139,516
|
)
|
|
$
|
(64,941
|
)
|
Amortization of intangible assets
|
(494,387
|
)
|
|
(494,589
|
)
|
|
(142,749
|
)
|
|||
Acquired inventory step-up and revaluation
|
(1,517
|
)
|
|
—
|
|
|
(72,850
|
)
|
|||
Acquisition and integration related costs
|
(25,391
|
)
|
|
(26,503
|
)
|
|
(41,539
|
)
|
|||
Restructuring and disposal costs
|
(1,696
|
)
|
|
(4,235
|
)
|
|
(14,175
|
)
|
|||
IPR litigation settlement (costs)
|
4,337
|
|
|
(1,205
|
)
|
|
(8,263
|
)
|
|||
Start-up costs
|
(9,694
|
)
|
|
(14,110
|
)
|
|
(1,698
|
)
|
|||
Other expenses (including (gain) loss on assets and other miscellaneous corporate overhead)
|
(1,288
|
)
|
|
(7,995
|
)
|
|
(7,963
|
)
|
|||
Loss from operations for “All other”
|
$
|
(618,481
|
)
|
|
$
|
(688,153
|
)
|
|
$
|
(354,178
|
)
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
467,031
|
|
|
$
|
306,328
|
|
|
$
|
315,775
|
|
International
|
2,565,543
|
|
|
2,304,398
|
|
|
1,395,191
|
|
|
Fiscal Year
|
||||
|
2017
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
United States
|
15%
|
|
12%
|
|
18%
|
Asia
|
81
|
|
83
|
|
75
|
Europe
|
3
|
|
4
|
|
6
|
Other
|
1
|
|
1
|
|
1
|
|
April 1, 2017
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||
Long-lived tangible assets:
|
|
|
|
|
|
||||||
United States
|
$
|
1,082,754
|
|
|
$
|
816,882
|
|
|
$
|
697,305
|
|
China
|
244,728
|
|
|
183,836
|
|
|
126,509
|
|
|||
Other countries
|
64,450
|
|
|
46,170
|
|
|
59,557
|
|
(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
|
||||||||||||||||||
|
April 1, 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
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 note 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
|
820
|
|
|
33,249
|
|
|
24,746
|
|
|
—
|
|
|
58,815
|
|
|||||
Total assets
|
$
|
6,143,388
|
|
|
$
|
6,772,490
|
|
|
$
|
3,384,943
|
|
|
$
|
(9,778,498
|
)
|
|
$
|
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
|
(83,333
|
)
|
|
171,284
|
|
|
43,560
|
|
|
—
|
|
|
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
|
1,246,666
|
|
|
604,853
|
|
|
788,771
|
|
|
(1,014,689
|
)
|
|
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
|
$
|
6,143,388
|
|
|
$
|
6,772,490
|
|
|
$
|
3,384,943
|
|
|
$
|
(9,778,498
|
)
|
|
$
|
6,522,323
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
April 2, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
220,633
|
|
|
$
|
205,248
|
|
|
$
|
—
|
|
|
$
|
425,881
|
|
Short-term investments
|
—
|
|
|
186,808
|
|
|
—
|
|
|
—
|
|
|
186,808
|
|
|||||
Accounts receivable, less allowance
|
—
|
|
|
203,488
|
|
|
112,868
|
|
|
—
|
|
|
316,356
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
532,508
|
|
|
404,330
|
|
|
(936,838
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
186,627
|
|
|
325,346
|
|
|
(84,422
|
)
|
|
427,551
|
|
|||||
Prepaid expenses
|
—
|
|
|
56,151
|
|
|
7,699
|
|
|
—
|
|
|
63,850
|
|
|||||
Other receivables
|
—
|
|
|
37,033
|
|
|
10,347
|
|
|
—
|
|
|
47,380
|
|
|||||
Other current assets
|
—
|
|
|
40,866
|
|
|
518
|
|
|
—
|
|
|
41,384
|
|
|||||
Total current assets
|
—
|
|
|
1,464,114
|
|
|
1,066,356
|
|
|
(1,021,260
|
)
|
|
1,509,210
|
|
|||||
Property and equipment, net
|
—
|
|
|
807,586
|
|
|
239,495
|
|
|
(193
|
)
|
|
1,046,888
|
|
|||||
Goodwill
|
—
|
|
|
1,118,642
|
|
|
1,017,055
|
|
|
—
|
|
|
2,135,697
|
|
|||||
Intangible assets, net
|
—
|
|
|
786,314
|
|
|
1,026,201
|
|
|
—
|
|
|
1,812,515
|
|
|||||
Long-term investments
|
—
|
|
|
26,050
|
|
|
—
|
|
|
—
|
|
|
26,050
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
564,397
|
|
|
267,823
|
|
|
(832,220
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,151,120
|
|
|
2,588,302
|
|
|
—
|
|
|
(8,739,422
|
)
|
|
—
|
|
|||||
Other non-current assets
|
1,091
|
|
|
39,478
|
|
|
25,890
|
|
|
—
|
|
|
66,459
|
|
|||||
Total assets
|
$
|
6,152,211
|
|
|
$
|
7,394,883
|
|
|
$
|
3,642,820
|
|
|
$
|
(10,593,095
|
)
|
|
$
|
6,596,819
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
141,792
|
|
|
$
|
66,508
|
|
|
$
|
(2,936
|
)
|
|
$
|
205,364
|
|
Intercompany accounts and notes payable
|
—
|
|
|
404,330
|
|
|
532,508
|
|
|
(936,838
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
25,445
|
|
|
93,609
|
|
|
18,835
|
|
|
—
|
|
|
137,889
|
|
|||||
Other current liabilities
|
—
|
|
|
20,122
|
|
|
10,426
|
|
|
—
|
|
|
30,548
|
|
|||||
Total current liabilities
|
25,445
|
|
|
659,853
|
|
|
628,277
|
|
|
(939,774
|
)
|
|
373,801
|
|
|||||
Long-term debt
|
988,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988,130
|
|
|||||
Deferred tax liabilities
|
(93,340
|
)
|
|
195,462
|
|
|
50,038
|
|
|
—
|
|
|
152,160
|
|
|||||
Long-term intercompany accounts and notes payable
|
232,303
|
|
|
267,823
|
|
|
332,094
|
|
|
(832,220
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
39,288
|
|
|
43,768
|
|
|
—
|
|
|
83,056
|
|
|||||
Total liabilities
|
1,152,538
|
|
|
1,162,426
|
|
|
1,054,177
|
|
|
(1,771,994
|
)
|
|
1,597,147
|
|
|||||
Total stockholders’ equity
|
4,999,673
|
|
|
6,232,457
|
|
|
2,588,643
|
|
|
(8,821,101
|
)
|
|
4,999,672
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,152,211
|
|
|
$
|
7,394,883
|
|
|
$
|
3,642,820
|
|
|
$
|
(10,593,095
|
)
|
|
$
|
6,596,819
|
|
|
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
|
||||||||||||||||||
|
Fiscal Year 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
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
|
|
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 Operations and Comprehensive Income (Loss)
|
||||||||||||||||||
|
Fiscal Year 2015
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
2,523,495
|
|
|
$
|
1,408,913
|
|
|
$
|
(2,221,442
|
)
|
|
1,710,966
|
|
|
Cost of goods sold
|
—
|
|
|
1,910,297
|
|
|
1,260,814
|
|
|
(2,149,453
|
)
|
|
1,021,658
|
|
|||||
Gross profit
|
—
|
|
|
613,198
|
|
|
148,099
|
|
|
(71,989
|
)
|
|
689,308
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
18,335
|
|
|
202,337
|
|
|
45,751
|
|
|
(8,929
|
)
|
|
257,494
|
|
|||||
Selling, general and administrative
|
23,776
|
|
|
160,538
|
|
|
90,055
|
|
|
(24,483
|
)
|
|
249,886
|
|
|||||
Other operating expense
|
—
|
|
|
55,774
|
|
|
3,475
|
|
|
213
|
|
|
59,462
|
|
|||||
Total operating expenses
|
42,111
|
|
|
418,649
|
|
|
139,281
|
|
|
(33,199
|
)
|
|
566,842
|
|
|||||
Income (loss) from operations
|
(42,111
|
)
|
|
194,549
|
|
|
8,818
|
|
|
(38,790
|
)
|
|
122,466
|
|
|||||
Interest expense
|
—
|
|
|
(2,770
|
)
|
|
(1,583
|
)
|
|
2,932
|
|
|
(1,421
|
)
|
|||||
Interest income
|
—
|
|
|
1,009
|
|
|
2,281
|
|
|
(2,840
|
)
|
|
450
|
|
|||||
Other (expense) income
|
—
|
|
|
(906
|
)
|
|
694
|
|
|
(42
|
)
|
|
(254
|
)
|
|||||
Income (loss) before income taxes
|
(42,111
|
)
|
|
191,882
|
|
|
10,210
|
|
|
(38,740
|
)
|
|
121,241
|
|
|||||
Income tax benefit (expense)
|
13,350
|
|
|
73,268
|
|
|
(11,556
|
)
|
|
—
|
|
|
75,062
|
|
|||||
Income (loss) in subsidiaries
|
35,243
|
|
|
(1,346
|
)
|
|
—
|
|
|
(33,894
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
6,482
|
|
|
$
|
263,804
|
|
|
$
|
(1,346
|
)
|
|
$
|
(72,634
|
)
|
|
$
|
196,303
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
6,482
|
|
|
$
|
267,724
|
|
|
$
|
(4,605
|
)
|
|
$
|
(72,637
|
)
|
|
$
|
196,964
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2017
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
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 of available-for-sale securities
|
—
|
|
|
186,793
|
|
|
—
|
|
|
—
|
|
|
186,793
|
|
|||||
Purchase of a business, net of cash acquired
|
—
|
|
|
—
|
|
|
(118,133
|
)
|
|
—
|
|
|
(118,133
|
)
|
|||||
Purchase of property and equipment
|
—
|
|
|
(424,175
|
)
|
|
(128,527
|
)
|
|
—
|
|
|
(552,702
|
)
|
|||||
Other investing activities
|
—
|
|
|
3,924
|
|
|
(9,900
|
)
|
|
—
|
|
|
(5,976
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
61,891
|
|
|
—
|
|
|
(61,891
|
)
|
|
—
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(172,036
|
)
|
|
(256,560
|
)
|
|
(61,891
|
)
|
|
(490,487
|
)
|
|||||
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 activities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Net transactions with related parties
|
—
|
|
|
1,587
|
|
|
(63,478
|
)
|
|
61,891
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(165,660
|
)
|
|
1,601
|
|
|
(63,478
|
)
|
|
61,891
|
|
|
(165,646
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1,105
|
)
|
|
—
|
|
|
(1,105
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
5,553
|
|
|
114,029
|
|
|
—
|
|
|
119,582
|
|
|||||
Cash and cash equivalents at the beginning of the period
|
—
|
|
|
220,633
|
|
|
205,248
|
|
|
—
|
|
|
425,881
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
—
|
|
|
$
|
226,186
|
|
|
$
|
319,277
|
|
|
$
|
—
|
|
|
$
|
545,463
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
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 and sales of available-for-sale securities
|
—
|
|
|
390,009
|
|
|
—
|
|
|
—
|
|
|
390,009
|
|
|||||
Purchase of property and equipment
|
—
|
|
|
(244,817
|
)
|
|
(70,807
|
)
|
|
—
|
|
|
(315,624
|
)
|
|||||
Other investing activities
|
—
|
|
|
(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 activities
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||
Net transactions with related parties
|
—
|
|
|
1,192
|
|
|
(1,192
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(282,955
|
)
|
|
1,295
|
|
|
(1,192
|
)
|
|
—
|
|
|
(282,852
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
66,301
|
|
|
59,766
|
|
|
—
|
|
|
126,067
|
|
|||||
Cash and cash equivalents at the beginning of the period
|
—
|
|
|
154,332
|
|
|
145,482
|
|
|
—
|
|
|
299,814
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
—
|
|
|
$
|
220,633
|
|
|
$
|
205,248
|
|
|
$
|
—
|
|
|
$
|
425,881
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||||||
|
Fiscal Year 2015
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
25,059
|
|
|
$
|
187,786
|
|
|
$
|
92,779
|
|
|
$
|
—
|
|
|
$
|
305,624
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of available-for-sale securities
|
—
|
|
|
(370,734
|
)
|
|
(17,000
|
)
|
|
—
|
|
|
(387,734
|
)
|
|||||
Proceeds from maturities of available-for-sale securities
|
—
|
|
|
234,185
|
|
|
27,000
|
|
|
—
|
|
|
261,185
|
|
|||||
Purchase of business, net of cash acquired
|
—
|
|
|
165,665
|
|
|
58,659
|
|
|
—
|
|
|
224,324
|
|
|||||
Purchase of property and equipment
|
—
|
|
|
(116,868
|
)
|
|
(52,994
|
)
|
|
—
|
|
|
(169,862
|
)
|
|||||
Other investing
|
—
|
|
|
8,489
|
|
|
(344
|
)
|
|
—
|
|
|
8,145
|
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(79,263
|
)
|
|
15,321
|
|
|
—
|
|
|
(63,942
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of debt
|
—
|
|
|
(87,503
|
)
|
|
—
|
|
|
—
|
|
|
(87,503
|
)
|
|||||
Excess tax benefit from exercises of stock options
|
13,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,993
|
|
|||||
Debt issuance cost
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Proceeds from the issuance of common stock
|
46,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,072
|
|
|||||
Repurchase of common stock, including transaction costs
|
(50,874
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,874
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(34,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,250
|
)
|
|||||
Other financing
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||||
Net transactions with related parties
|
—
|
|
|
1,376
|
|
|
(1,376
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(25,059
|
)
|
|
(86,463
|
)
|
|
(1,376
|
)
|
|
—
|
|
|
(112,898
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(868
|
)
|
|
—
|
|
|
(868
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
22,060
|
|
|
105,856
|
|
|
—
|
|
|
127,916
|
|
|||||
Cash and cash equivalents at the beginning of the period
|
—
|
|
|
132,272
|
|
|
39,626
|
|
|
—
|
|
|
171,898
|
|
|||||
Cash and cash equivalents at the end of the period
|
$
|
—
|
|
|
$
|
154,332
|
|
|
$
|
145,482
|
|
|
$
|
—
|
|
|
$
|
299,814
|
|
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),(4)
|
55,908
|
|
(1),(2),(3),(5)
|
||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.44
|
|
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.62
|
)
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2016 Quarter
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except
|
|
|
|
|
|
|
|
|
||||||||
per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenue
|
$
|
673,641
|
|
|
$
|
708,335
|
|
|
$
|
620,681
|
|
|
$
|
608,069
|
|
|
Gross profit
|
279,517
|
|
|
284,848
|
|
|
230,988
|
|
|
254,200
|
|
|
||||
Net income (loss)
|
2,036
|
|
(1),(2)
|
4,448
|
|
(1),(2),(6)
|
(11,127
|
)
|
(1),(2),(3)
|
(24,202
|
)
|
(1),(2),(3),(7)
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.18
|
)
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.18
|
)
|
|
•
|
We hired additional experienced tax personnel with specific tax and tax accounting expertise to fill the open positions in our tax organization.
|
•
|
With the assistance of a qualified outside party, we completed a comprehensive review and assessment of our internal controls over accounting for income taxes and the tax provision process. Based on that review and assessment, we redesigned and enhanced our controls and procedures to improve the effectiveness of the internal controls related to accounting for income taxes.
|
•
|
We implemented a single tax provision model in connection with the implementation of a single integrated ERP system.
|
ii.
|
Consolidated Statements of Operations for fiscal years
2017
,
2016
and
2015
.
|
iv.
|
Consolidated Statements of Stockholders' Equity for fiscal years
2017
,
2016
and
2015
.
|
v.
|
Consolidated Statements of Cash Flows for fiscal years
2017
,
2016
and
2015
.
|
vi.
|
Notes to Consolidated Financial Statements.
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
May 23, 2017
|
|
/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
|
|
|
|
|
10.10
|
Nonemployee Directors’ Stock Option Plan of Qorvo, Inc. (As Assumed by Qorvo, Inc. and Amended Effective January 1, 2015) (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 5, 2015 (File No. 333-201358))*
|
10.11
|
Qorvo, Inc. 2015 Inducement Stock Plan (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 5, 2015 (File No. 333-201358))*
|
10.12
|
Qorvo, Inc. Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2015)*
|
10.13
|
Qorvo, Inc. Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2015)*
|
10.14
|
Qorvo, Inc. Director Compensation Program, effective January 1, 2015 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2015)*
|
10.15
|
Qorvo, Inc. Nonqualified Deferred Compensation Plan (As Assumed and Amended and Restated Effective January 1, 2015) (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2015)*
|
10.16
|
Qorvo, Inc. Cash Bonus Plan (As Assumed and Amended and Restated Effective January 1, 2015) (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2015)*
|
10.17
|
Employment Agreement, dated as of November 12, 2008, between RF Micro Devices, Inc. and Robert A. Bruggeworth (As Assumed by Qorvo, Inc.) (incorporated by reference to Exhibit 10.1 to RFMD’s Current Report on Form 8-K filed with the SEC on November 14, 2008 (File No. 000-22511))*
|
10.18
|
Wafer Supply Agreement, dated June 9, 2012, between RF Micro Devices, Inc. and IQE, Inc. (incorporated by reference to Exhibit 10.1 to RFMD’s Quarterly Report on Form 10-Q/A filed with the SEC on January 3, 2013 (File No. 000-22511))
|
10.19
|
Credit Agreement, dated as of April 7, 2015, by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2015)
|
10.20
|
First Amendment to Credit Agreement, dated as of June 5, 2015, by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2015)
|
10.21
|
Form of Stock Option Agreement (Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
|
10.22
|
Form of Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
|
10.23
|
Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
|
10.24
|
Form of Restricted Stock Unit Agreement (Performance-Based Award for Senior Officers (TSR)) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
|
10.25
|
Qorvo, Inc. Severance Benefits Plan and Summary Plan Description (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
|
10.26
|
Second Amendment to Credit Agreement, dated as of November 12, 2015, by and between Qorvo, Inc., certain of its material domestic subsidiaries, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and a syndicate of lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2015).
|
10.27
|
Accelerated Share Repurchase Agreement (uncollared), dated February 16, 2016, between Qorvo, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)
+
|
10.28
|
Accelerated Share Repurchase Agreement (collared), dated February 16, 2016, between Qorvo, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)
+
|
10.29
|
Qorvo, Inc. Director Compensation Program, effective August 10, 2015 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.30
|
Form of Stock Option Agreement (Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.31
|
Form of Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.32
|
Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.33
|
Form of Restricted Stock Unit Agreement (Performance-Based Award for Senior Officers (TSR)) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.34
|
Form of Restricted Stock Unit Award Agreement (Director Annual/Supplemental RSU) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
|
10.35
|
Form of Restricted Stock Unit Award Agreement (Director Annual/Supplemental RSUs) (deferral election) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016)*
|
10.36
|
Qorvo, Inc. Cash Bonus Plan (As Amended and Restated Through June 9, 2016) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016)*
|
10.37
|
Severance Agreement and Release of All Claims between Steven J. Buhaly and Qorvo US, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016)*
|
10.38
|
Consulting Agreement by and between Qorvo US, Inc. and Steven J. Buhaly (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016)*
|
10.39
|
Qorvo, Inc. Director Compensation Program, effective August 3, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2016)*
|
21
|
Subsidiaries of Qorvo, Inc.
|
23.1
|
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
|
31.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Periodic Report by Mark J. Murphy, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification of Periodic Report by Mark J. Murphy, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
The following materials from our Annual Report on Form 10-K for the fiscal year ended April 1, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of April 1, 2017 and April 2, 2016, (ii) the Consolidated Statements of Operations for the fiscal years ended April 1, 2017, April 2, 2016, and March 28, 2015, (iii) the Consolidated Statements of Stockholders' Equity for the fiscal years ended April 1, 2017, April 2, 2016, and March 28, 2015, (iv) the Consolidated Statements of Cash Flows for the fiscal years ended April 1, 2017, April 2, 2016, and March 28, 2015, 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
|
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