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|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
46-5288992
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
|
||
(Address of principal executive offices)
|
||
(Zip Code)
|
||
|
|
|
(336) 664-1233
|
||
(Registrant's telephone number, including area code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
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|
Page
|
|
|
|
|
Item 1. Financial Statements
(Unaudited).
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
April 2, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
(Note 7)
|
$
|
495,811
|
|
|
$
|
425,881
|
|
Short-term investments
(Note 7)
|
—
|
|
|
186,808
|
|
||
Accounts receivable, less allowance of $85 and $143 as of December 31, 2016 and April 2, 2016, respectively
|
421,100
|
|
|
316,356
|
|
||
Inventories
(Note 3)
|
404,617
|
|
|
427,551
|
|
||
Prepaid expenses
|
38,106
|
|
|
63,850
|
|
||
Other receivables
|
82,266
|
|
|
47,380
|
|
||
Other current assets
|
46,017
|
|
|
41,384
|
|
||
Total current assets
|
1,487,917
|
|
|
1,509,210
|
|
||
Property and equipment, net of accumulated depreciation of $871,441 at December 31, 2016 and $751,898 at April 2, 2016
|
1,335,767
|
|
|
1,046,888
|
|
||
Goodwill
(Note 4)
|
2,173,914
|
|
|
2,135,697
|
|
||
Intangible assets, net
(Note 4)
|
1,534,098
|
|
|
1,812,515
|
|
||
Long-term investments
(Note 7)
|
34,733
|
|
|
26,050
|
|
||
Other non-current assets
|
58,482
|
|
|
66,459
|
|
||
Total assets
|
$
|
6,624,911
|
|
|
$
|
6,596,819
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
287,953
|
|
|
$
|
205,364
|
|
Accrued liabilities
|
136,999
|
|
|
137,889
|
|
||
Other current liabilities
(Note 6)
|
123,644
|
|
|
30,548
|
|
||
Total current liabilities
|
548,596
|
|
|
373,801
|
|
||
Long-term debt
(Note 5)
|
988,886
|
|
|
988,130
|
|
||
Deferred tax liabilities
(Note 6)
|
139,253
|
|
|
152,160
|
|
||
Other long-term liabilities
|
85,060
|
|
|
83,056
|
|
||
Total liabilities
|
1,761,795
|
|
|
1,597,147
|
|
||
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; 126,331 and 127,386 shares issued and outstanding at December 31, 2016 and April 2, 2016, respectively
|
5,378,944
|
|
|
5,442,613
|
|
||
Accumulated other comprehensive loss, net of tax
|
(3,554
|
)
|
|
(3,133
|
)
|
||
Accumulated deficit
|
(512,274
|
)
|
|
(439,808
|
)
|
||
Total stockholders’ equity
|
4,863,116
|
|
|
4,999,672
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,624,911
|
|
|
$
|
6,596,819
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||
Revenue
|
$
|
826,347
|
|
|
$
|
620,681
|
|
|
$
|
2,389,582
|
|
|
$
|
2,002,657
|
|
Cost of goods sold
|
515,705
|
|
|
389,693
|
|
|
1,485,666
|
|
|
1,207,304
|
|
||||
Gross profit
|
310,642
|
|
|
230,988
|
|
|
903,916
|
|
|
795,353
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
111,951
|
|
|
105,992
|
|
|
355,166
|
|
|
341,495
|
|
||||
Selling, general and administrative
|
130,672
|
|
|
126,294
|
|
|
412,850
|
|
|
407,016
|
|
||||
Other operating expense
|
6,638
|
|
|
11,915
|
|
|
23,385
|
|
|
43,351
|
|
||||
Total operating expenses
|
249,261
|
|
|
244,201
|
|
|
791,401
|
|
|
791,862
|
|
||||
Income (loss) from operations
|
61,381
|
|
|
(13,213
|
)
|
|
112,515
|
|
|
3,491
|
|
||||
Interest expense
(Note 5)
|
(14,464
|
)
|
|
(7,668
|
)
|
|
(45,205
|
)
|
|
(8,876
|
)
|
||||
Interest income
|
233
|
|
|
519
|
|
|
703
|
|
|
1,383
|
|
||||
Other (expense) income
|
(2,609
|
)
|
|
(639
|
)
|
|
(3,420
|
)
|
|
3,861
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
44,541
|
|
|
(21,001
|
)
|
|
64,593
|
|
|
(141
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax (expense) benefit
(Note 6)
|
(123,179
|
)
|
|
9,874
|
|
|
(137,059
|
)
|
|
(4,502
|
)
|
||||
Net loss
|
$
|
(78,638
|
)
|
|
$
|
(11,127
|
)
|
|
$
|
(72,466
|
)
|
|
$
|
(4,643
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share
(Note 2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.62
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
(0.62
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
(Note 2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
126,852
|
|
|
139,343
|
|
|
127,313
|
|
|
144,936
|
|
||||
Diluted
|
126,852
|
|
|
139,343
|
|
|
127,313
|
|
|
144,936
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||
Net loss
|
$
|
(78,638
|
)
|
|
$
|
(11,127
|
)
|
|
$
|
(72,466
|
)
|
|
$
|
(4,643
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on marketable securities, net of tax
|
(28
|
)
|
|
(5
|
)
|
|
45
|
|
|
702
|
|
||||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
162
|
|
|
(84
|
)
|
|
(596
|
)
|
|
(59
|
)
|
||||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Realized gain on marketable securities
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(1,975
|
)
|
||||
Amortization of pension actuarial loss
|
42
|
|
|
34
|
|
|
130
|
|
|
103
|
|
||||
Other comprehensive income (loss)
|
176
|
|
|
(72
|
)
|
|
(421
|
)
|
|
(1,229
|
)
|
||||
Total comprehensive loss
|
$
|
(78,462
|
)
|
|
$
|
(11,199
|
)
|
|
$
|
(72,887
|
)
|
|
$
|
(5,872
|
)
|
|
Nine Months Ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(72,466
|
)
|
|
$
|
(4,643
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
153,286
|
|
|
137,329
|
|
||
Amortization and other non-cash items
|
365,932
|
|
|
379,587
|
|
||
Excess tax benefit from exercises of stock options
|
(12
|
)
|
|
(339
|
)
|
||
Deferred income taxes
|
(19,382
|
)
|
|
(19,053
|
)
|
||
Foreign currency adjustments
|
3,267
|
|
|
586
|
|
||
Loss (gain) on investments and other assets, net
|
444
|
|
|
(3,625
|
)
|
||
Stock-based compensation expense
|
73,291
|
|
|
114,208
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(100,374
|
)
|
|
56,867
|
|
||
Inventories
|
19,151
|
|
|
(64,997
|
)
|
||
Prepaid expenses and other current and non-current assets
|
(2,145
|
)
|
|
(8,628
|
)
|
||
Accounts payable and accrued liabilities
|
16,742
|
|
|
(37,679
|
)
|
||
Income tax payable / (recoverable)
|
86,873
|
|
|
(5,435
|
)
|
||
Other liabilities
|
5,142
|
|
|
(15,945
|
)
|
||
Net cash provided by operating activities
|
529,749
|
|
|
528,233
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(386,955
|
)
|
|
(231,154
|
)
|
||
Purchase of a business, net of cash acquired
(Note 4)
|
(118,133
|
)
|
|
—
|
|
||
Purchase of available-for-sale securities
|
(469
|
)
|
|
(343,466
|
)
|
||
Proceeds from maturities and sales of available-for-sale securities
|
186,793
|
|
|
391,522
|
|
||
Other investing activities
|
(4,621
|
)
|
|
668
|
|
||
Net cash used in investing activities
|
(323,385
|
)
|
|
(182,430
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from debt issuances
|
—
|
|
|
1,125,000
|
|
||
Payment of debt
|
—
|
|
|
(125,000
|
)
|
||
Debt issuance costs
|
—
|
|
|
(12,890
|
)
|
||
Excess tax benefit from exercises of stock options
|
12
|
|
|
339
|
|
||
Proceeds from the issuance of common stock
|
38,417
|
|
|
40,474
|
|
||
Repurchase of common stock, including transaction costs
|
(158,491
|
)
|
|
(800,009
|
)
|
||
Tax withholding paid on behalf of employees for restricted stock units
|
(15,034
|
)
|
|
(21,303
|
)
|
||
Other financing activities
|
20
|
|
|
87
|
|
||
Net cash (used in) provided by financing activities
|
(135,076
|
)
|
|
206,698
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(1,358
|
)
|
|
(718
|
)
|
||
Net increase in cash and cash equivalents
|
69,930
|
|
|
551,783
|
|
||
Cash and cash equivalents at the beginning of the period
|
425,881
|
|
|
299,814
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
495,811
|
|
|
$
|
851,597
|
|
Non-cash investing information:
|
|
|
|
||||
Capital expenditure adjustments included in Accounts payable and accrued liabilities
|
$
|
59,491
|
|
|
$
|
32,683
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted net loss per share — net loss available to common stockholders
|
$
|
(78,638
|
)
|
|
$
|
(11,127
|
)
|
|
$
|
(72,466
|
)
|
|
$
|
(4,643
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net loss per share — weighted average shares
|
126,852
|
|
|
139,343
|
|
|
127,313
|
|
|
144,936
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted net loss per share — adjusted weighted average shares and assumed conversions
|
126,852
|
|
|
139,343
|
|
|
127,313
|
|
|
144,936
|
|
||||
Basic net loss per share
|
$
|
(0.62
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.03
|
)
|
Diluted net loss per share
|
$
|
(0.62
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.03
|
)
|
|
December 31, 2016
|
|
April 2, 2016
|
||||
Raw materials
|
$
|
95,399
|
|
|
$
|
89,928
|
|
Work in process
|
180,735
|
|
|
228,626
|
|
||
Finished goods
|
128,483
|
|
|
108,997
|
|
||
Total inventories
|
$
|
404,617
|
|
|
$
|
427,551
|
|
|
Mobile Products
|
|
Infrastructure and Defense Products
|
|
Total
|
||||||
Balance as of April 2, 2016
|
$
|
1,751,503
|
|
|
$
|
384,194
|
|
|
$
|
2,135,697
|
|
Acquisition
|
—
|
|
|
38,217
|
|
|
38,217
|
|
|||
Balance at December 31, 2016
|
$
|
1,751,503
|
|
|
$
|
422,411
|
|
|
$
|
2,173,914
|
|
|
December 31, 2016
|
|
April 2, 2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
1,272,725
|
|
|
$
|
586,816
|
|
|
$
|
1,267,103
|
|
|
$
|
377,357
|
|
Developed technology
|
1,209,335
|
|
|
420,554
|
|
|
915,163
|
|
|
277,736
|
|
||||
Backlog
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
|
65,000
|
|
||||
Trade names
|
29,353
|
|
|
19,451
|
|
|
29,000
|
|
|
12,083
|
|
||||
Wafer supply agreement
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
|
20,443
|
|
||||
Technology licenses
|
13,346
|
|
|
11,524
|
|
|
12,446
|
|
|
11,021
|
|
||||
Non-compete agreement
|
1,026
|
|
|
342
|
|
|
—
|
|
|
—
|
|
||||
In-process research and development
|
47,000
|
|
|
N/A
|
|
|
267,000
|
|
|
N/A
|
|
||||
Total
|
$
|
2,658,228
|
|
|
$
|
1,124,130
|
|
|
$
|
2,576,155
|
|
|
$
|
763,640
|
|
Fiscal Year
|
Estimated
Amortization Expense |
||
2017
|
$
|
494,032
|
|
2018
|
542,621
|
|
|
2019
|
455,451
|
|
|
2020
|
206,986
|
|
|
2021
|
155,525
|
|
|
December 31, 2016
|
|
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
|
(11,114
|
)
|
|
(11,870
|
)
|
||
Total long-term debt
|
$
|
988,886
|
|
|
$
|
988,130
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
(442
|
)
|
|
$
|
1,708
|
|
Money market funds
|
96,934
|
|
|
—
|
|
|
—
|
|
|
96,934
|
|
||||
|
$
|
99,084
|
|
|
$
|
—
|
|
|
$
|
(442
|
)
|
|
$
|
98,642
|
|
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
|
|
|
December 31, 2016
|
|
April 2, 2016
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
96,934
|
|
|
$
|
96,934
|
|
|
$
|
342,163
|
|
|
$
|
342,181
|
|
Due after ten years
|
2,150
|
|
|
1,708
|
|
|
2,150
|
|
|
1,800
|
|
||||
Total investments in debt securities
|
$
|
99,084
|
|
|
$
|
98,642
|
|
|
$
|
344,313
|
|
|
$
|
343,981
|
|
|
|
|
|
|
Total
|
|
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
December 31, 2016
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|||||||||
|
|
Available-for-sale securities
|
|
|
|
|
|
||||||||
|
|
|
|
Auction rate securities
(1)
|
$
|
1,708
|
|
|
$
|
—
|
|
|
$
|
1,708
|
|
|
|
|
|
Money market funds
|
96,934
|
|
|
96,934
|
|
|
—
|
|
|||
|
|
|
Total available-for-sale securities
|
98,642
|
|
|
96,934
|
|
|
1,708
|
|
||||
|
|
|
Invested funds in deferred compensation plan
(3)
|
9,499
|
|
|
9,499
|
|
|
—
|
|
||||
|
|
|
|
Total assets measured at fair value
|
$
|
108,141
|
|
|
$
|
106,433
|
|
|
$
|
1,708
|
|
|
Liabilities:
|
|
|
|
|
|
|||||||||
|
|
|
Deferred compensation plan obligation
(3)
|
9,499
|
|
|
9,499
|
|
|
—
|
|
||||
|
|
|
|
Total liabilities measured at fair value
|
$
|
9,499
|
|
|
$
|
9,499
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
April 2, 2016
|
|
|
|
|
|
||||||||||
|
Assets:
|
|
|
|
|
|
|||||||||
|
|
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
|
|
|||
|
|
|
|
Money market funds
|
146,779
|
|
|
146,779
|
|
|
—
|
|
|||
|
|
|
Total available-for-sale securities
|
343,981
|
|
|
296,671
|
|
|
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
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
December 31,
2016 |
|
January 2,
2016 |
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
656,788
|
|
|
$
|
489,397
|
|
|
$
|
1,910,003
|
|
|
$
|
1,618,444
|
|
IDP
|
168,589
|
|
|
130,314
|
|
|
476,669
|
|
|
381,303
|
|
||||
All other (1)
|
970
|
|
|
970
|
|
|
2,910
|
|
|
2,910
|
|
||||
Total revenue
|
$
|
826,347
|
|
|
$
|
620,681
|
|
|
$
|
2,389,582
|
|
|
$
|
2,002,657
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
MP
|
$
|
163,401
|
|
|
$
|
126,019
|
|
|
$
|
460,775
|
|
|
$
|
471,736
|
|
IDP
|
45,278
|
|
|
30,896
|
|
|
112,345
|
|
|
67,818
|
|
||||
All other
|
(147,298
|
)
|
|
(170,128
|
)
|
|
(460,605
|
)
|
|
(536,063
|
)
|
||||
Income (loss) from operations
|
61,381
|
|
|
(13,213
|
)
|
|
112,515
|
|
|
3,491
|
|
||||
Interest expense
|
(14,464
|
)
|
|
(7,668
|
)
|
|
(45,205
|
)
|
|
(8,876
|
)
|
||||
Interest income
|
233
|
|
|
519
|
|
|
703
|
|
|
1,383
|
|
||||
Other (expense) income
|
(2,609
|
)
|
|
(639
|
)
|
|
(3,420
|
)
|
|
3,861
|
|
||||
Income (loss) before income taxes
|
$
|
44,541
|
|
|
$
|
(21,001
|
)
|
|
$
|
64,593
|
|
|
$
|
(141
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
December 31,
2016 |
|
January 2,
2016 |
||||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
$
|
(16,655
|
)
|
|
$
|
(30,308
|
)
|
|
$
|
(73,291
|
)
|
|
$
|
(114,208
|
)
|
Amortization of intangible assets
|
(121,969
|
)
|
|
(128,542
|
)
|
|
(360,960
|
)
|
|
(379,772
|
)
|
||||
Acquisition and integration related costs
|
(5,426
|
)
|
|
(4,955
|
)
|
|
(21,148
|
)
|
|
(20,958
|
)
|
||||
Acquired inventory step-up and revaluation
|
—
|
|
|
—
|
|
|
(1,517
|
)
|
|
—
|
|
||||
Restructuring and disposal costs
|
(437
|
)
|
|
(301
|
)
|
|
(1,319
|
)
|
|
(4,131
|
)
|
||||
IPR litigation (costs) settlement
|
(607
|
)
|
|
(337
|
)
|
|
4,337
|
|
|
(677
|
)
|
||||
Start-up costs
|
(2,207
|
)
|
|
(3,835
|
)
|
|
(6,295
|
)
|
|
(11,041
|
)
|
||||
Other expenses (including gain (loss) on assets and other miscellaneous corporate overhead)
|
3
|
|
|
(1,850
|
)
|
|
(412
|
)
|
|
(5,276
|
)
|
||||
Loss from operations for “All other”
|
$
|
(147,298
|
)
|
|
$
|
(170,128
|
)
|
|
$
|
(460,605
|
)
|
|
$
|
(536,063
|
)
|
(i)
|
the Company, the issuer of the Notes;
|
(ii)
|
the guarantor subsidiaries, on a combined basis, as specified in the Indenture;
|
(iii)
|
the non-guarantor subsidiaries, on a combined basis;
|
(iv)
|
consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and
|
(v)
|
the Company, on a consolidated basis.
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
209,656
|
|
|
$
|
286,155
|
|
|
$
|
—
|
|
|
$
|
495,811
|
|
Accounts receivable, less allowance
|
—
|
|
|
52,724
|
|
|
368,376
|
|
|
—
|
|
|
421,100
|
|
|||||
Intercompany accounts and notes receivable
|
—
|
|
|
416,247
|
|
|
19,416
|
|
|
(435,663
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
92,911
|
|
|
381,726
|
|
|
(70,020
|
)
|
|
404,617
|
|
|||||
Prepaid expenses
|
—
|
|
|
30,843
|
|
|
7,263
|
|
|
—
|
|
|
38,106
|
|
|||||
Other receivables
|
—
|
|
|
7,223
|
|
|
75,043
|
|
|
—
|
|
|
82,266
|
|
|||||
Other current assets
|
—
|
|
|
45,539
|
|
|
478
|
|
|
—
|
|
|
46,017
|
|
|||||
Total current assets
|
—
|
|
|
855,143
|
|
|
1,138,457
|
|
|
(505,683
|
)
|
|
1,487,917
|
|
|||||
Property and equipment, net
|
—
|
|
|
1,018,563
|
|
|
317,204
|
|
|
—
|
|
|
1,335,767
|
|
|||||
Goodwill
|
—
|
|
|
1,953,102
|
|
|
220,812
|
|
|
—
|
|
|
2,173,914
|
|
|||||
Intangible assets, net
|
—
|
|
|
650,052
|
|
|
884,046
|
|
|
—
|
|
|
1,534,098
|
|
|||||
Long-term investments
|
—
|
|
|
25,958
|
|
|
8,775
|
|
|
—
|
|
|
34,733
|
|
|||||
Long-term intercompany accounts and notes receivable
|
—
|
|
|
555,909
|
|
|
132,572
|
|
|
(688,481
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
6,149,591
|
|
|
1,664,718
|
|
|
—
|
|
|
(7,814,309
|
)
|
|
—
|
|
|||||
Other non-current assets
|
888
|
|
|
34,172
|
|
|
23,422
|
|
|
—
|
|
|
58,482
|
|
|||||
Total assets
|
$
|
6,150,479
|
|
|
$
|
6,757,617
|
|
|
$
|
2,725,288
|
|
|
$
|
(9,008,473
|
)
|
|
$
|
6,624,911
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
129,372
|
|
|
$
|
158,055
|
|
|
$
|
526
|
|
|
$
|
287,953
|
|
Intercompany accounts and notes payable
|
—
|
|
|
19,416
|
|
|
416,247
|
|
|
(435,663
|
)
|
|
—
|
|
|||||
Accrued liabilities
|
5,931
|
|
|
89,705
|
|
|
41,363
|
|
|
—
|
|
|
136,999
|
|
|||||
Other current liabilities
|
—
|
|
|
1,271
|
|
|
122,373
|
|
|
—
|
|
|
123,644
|
|
|||||
Total current liabilities
|
5,931
|
|
|
239,764
|
|
|
738,038
|
|
|
(435,137
|
)
|
|
548,596
|
|
|||||
Long-term debt
|
988,886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988,886
|
|
|||||
Deferred tax liabilities
|
(120,164
|
)
|
|
218,067
|
|
|
41,350
|
|
|
—
|
|
|
139,253
|
|
|||||
Long-term intercompany accounts and notes payable
|
412,710
|
|
|
132,572
|
|
|
143,199
|
|
|
(688,481
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
35,393
|
|
|
49,667
|
|
|
—
|
|
|
85,060
|
|
|||||
Total liabilities
|
1,287,363
|
|
|
625,796
|
|
|
972,254
|
|
|
(1,123,618
|
)
|
|
1,761,795
|
|
|||||
Total stockholders’ equity
|
4,863,116
|
|
|
6,131,821
|
|
|
1,753,034
|
|
|
(7,884,855
|
)
|
|
4,863,116
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,150,479
|
|
|
$
|
6,757,617
|
|
|
$
|
2,725,288
|
|
|
$
|
(9,008,473
|
)
|
|
$
|
6,624,911
|
|
|
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
|
—
|
|
|
1,868,816
|
|
|
266,881
|
|
|
—
|
|
|
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
|
6,151,119
|
|
|
1,645,846
|
|
|
—
|
|
|
(7,796,965
|
)
|
|
—
|
|
|||||
Other non-current assets
|
1,091
|
|
|
39,478
|
|
|
25,890
|
|
|
—
|
|
|
66,459
|
|
|||||
Total assets
|
$
|
6,152,210
|
|
|
$
|
7,202,601
|
|
|
$
|
2,892,646
|
|
|
$
|
(9,650,638
|
)
|
|
$
|
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
|
4,999,672
|
|
|
6,040,175
|
|
|
1,838,469
|
|
|
(7,878,644
|
)
|
|
4,999,672
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
6,152,210
|
|
|
$
|
7,202,601
|
|
|
$
|
2,892,646
|
|
|
$
|
(9,650,638
|
)
|
|
$
|
6,596,819
|
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
|
||||||||||||||||||
|
Three Months Ended December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
280,380
|
|
|
$
|
803,114
|
|
|
$
|
(257,147
|
)
|
|
$
|
826,347
|
|
Cost of goods sold
|
—
|
|
|
227,543
|
|
|
800,529
|
|
|
(512,367
|
)
|
|
515,705
|
|
|||||
Gross profit
|
—
|
|
|
52,837
|
|
|
2,585
|
|
|
255,220
|
|
|
310,642
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
9,115
|
|
|
1,972
|
|
|
106,749
|
|
|
(5,885
|
)
|
|
111,951
|
|
|||||
Selling, general and administrative
|
7,540
|
|
|
43,652
|
|
|
91,052
|
|
|
(11,572
|
)
|
|
130,672
|
|
|||||
Other operating expense
|
—
|
|
|
6,087
|
|
|
551
|
|
|
—
|
|
|
6,638
|
|
|||||
Total operating expenses
|
16,655
|
|
|
51,711
|
|
|
198,352
|
|
|
(17,457
|
)
|
|
249,261
|
|
|||||
Income (loss) from operations
|
(16,655
|
)
|
|
1,126
|
|
|
(195,767
|
)
|
|
272,677
|
|
|
61,381
|
|
|||||
Interest expense
|
(14,090
|
)
|
|
(594
|
)
|
|
(1,751
|
)
|
|
1,971
|
|
|
(14,464
|
)
|
|||||
Interest income
|
—
|
|
|
914
|
|
|
1,290
|
|
|
(1,971
|
)
|
|
233
|
|
|||||
Other (expense) income
|
—
|
|
|
530
|
|
|
(1,313
|
)
|
|
(1,826
|
)
|
|
(2,609
|
)
|
|||||
Income (loss) before income taxes
|
(30,745
|
)
|
|
1,976
|
|
|
(197,541
|
)
|
|
270,851
|
|
|
44,541
|
|
|||||
Income tax (expense) benefit
|
6,948
|
|
|
(5,949
|
)
|
|
(124,178
|
)
|
|
—
|
|
|
(123,179
|
)
|
|||||
Income in subsidiaries
|
(54,841
|
)
|
|
—
|
|
|
—
|
|
|
54,841
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(78,638
|
)
|
|
$
|
(3,973
|
)
|
|
$
|
(321,719
|
)
|
|
$
|
325,692
|
|
|
$
|
(78,638
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(78,462
|
)
|
|
$
|
(4,001
|
)
|
|
$
|
(321,515
|
)
|
|
$
|
325,516
|
|
|
$
|
(78,462
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
|
||||||||||||||||||
|
Three Months Ended January 2, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
361,796
|
|
|
$
|
780,824
|
|
|
$
|
(521,939
|
)
|
|
$
|
620,681
|
|
Cost of goods sold
|
—
|
|
|
343,516
|
|
|
567,436
|
|
|
(521,259
|
)
|
|
389,693
|
|
|||||
Gross profit
|
—
|
|
|
18,280
|
|
|
213,388
|
|
|
(680
|
)
|
|
230,988
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
13,827
|
|
|
5,468
|
|
|
93,386
|
|
|
(6,689
|
)
|
|
105,992
|
|
|||||
Selling, general and administrative
|
16,481
|
|
|
27,815
|
|
|
90,819
|
|
|
(8,821
|
)
|
|
126,294
|
|
|||||
Other operating expense
|
—
|
|
|
11,762
|
|
|
(107
|
)
|
|
260
|
|
|
11,915
|
|
|||||
Total operating expenses
|
30,308
|
|
|
45,045
|
|
|
184,098
|
|
|
(15,250
|
)
|
|
244,201
|
|
|||||
Income (loss) from operations
|
(30,308
|
)
|
|
(26,765
|
)
|
|
29,290
|
|
|
14,570
|
|
|
(13,213
|
)
|
|||||
Interest expense
|
(7,276
|
)
|
|
(618
|
)
|
|
(894
|
)
|
|
1,120
|
|
|
(7,668
|
)
|
|||||
Interest income
|
—
|
|
|
688
|
|
|
788
|
|
|
(957
|
)
|
|
519
|
|
|||||
Other income (expense)
|
—
|
|
|
(178
|
)
|
|
(457
|
)
|
|
(4
|
)
|
|
(639
|
)
|
|||||
Income (loss) before income taxes
|
(37,584
|
)
|
|
(26,873
|
)
|
|
28,727
|
|
|
14,729
|
|
|
(21,001
|
)
|
|||||
Income tax (expense) benefit
|
9,811
|
|
|
462
|
|
|
(399
|
)
|
|
—
|
|
|
9,874
|
|
|||||
Income in subsidiaries
|
16,646
|
|
|
—
|
|
|
—
|
|
|
(16,646
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(11,127
|
)
|
|
$
|
(26,411
|
)
|
|
$
|
28,328
|
|
|
$
|
(1,917
|
)
|
|
$
|
(11,127
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(11,199
|
)
|
|
$
|
(26,433
|
)
|
|
$
|
28,278
|
|
|
$
|
(1,845
|
)
|
|
$
|
(11,199
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
|
||||||||||||||||||
|
Nine Months Ended December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
957,423
|
|
|
$
|
2,377,752
|
|
|
$
|
(945,593
|
)
|
|
$
|
2,389,582
|
|
Cost of goods sold
|
—
|
|
|
812,947
|
|
|
1,808,869
|
|
|
(1,136,150
|
)
|
|
1,485,666
|
|
|||||
Gross profit
|
—
|
|
|
144,476
|
|
|
568,883
|
|
|
190,557
|
|
|
903,916
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
27,032
|
|
|
24,239
|
|
|
320,280
|
|
|
(16,385
|
)
|
|
355,166
|
|
|||||
Selling, general and administrative
|
46,259
|
|
|
118,465
|
|
|
290,290
|
|
|
(42,164
|
)
|
|
412,850
|
|
|||||
Other operating expense
|
—
|
|
|
10,274
|
|
|
7,504
|
|
|
5,607
|
|
|
23,385
|
|
|||||
Total operating expenses
|
73,291
|
|
|
152,978
|
|
|
618,074
|
|
|
(52,942
|
)
|
|
791,401
|
|
|||||
Income (loss) from operations
|
(73,291
|
)
|
|
(8,502
|
)
|
|
(49,191
|
)
|
|
243,499
|
|
|
112,515
|
|
|||||
Interest expense
|
(44,025
|
)
|
|
(2,001
|
)
|
|
(5,070
|
)
|
|
5,891
|
|
|
(45,205
|
)
|
|||||
Interest income
|
—
|
|
|
3,906
|
|
|
2,481
|
|
|
(5,684
|
)
|
|
703
|
|
|||||
Other (expense) income
|
—
|
|
|
398
|
|
|
(478
|
)
|
|
(3,340
|
)
|
|
(3,420
|
)
|
|||||
Income (loss) before income taxes
|
(117,316
|
)
|
|
(6,199
|
)
|
|
(52,258
|
)
|
|
240,366
|
|
|
64,593
|
|
|||||
Income tax (expense) benefit
|
26,824
|
|
|
(56,493
|
)
|
|
(107,390
|
)
|
|
—
|
|
|
(137,059
|
)
|
|||||
Income in subsidiaries
|
18,026
|
|
|
—
|
|
|
—
|
|
|
(18,026
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(72,466
|
)
|
|
$
|
(62,692
|
)
|
|
$
|
(159,648
|
)
|
|
$
|
222,340
|
|
|
$
|
(72,466
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(72,887
|
)
|
|
$
|
(62,647
|
)
|
|
$
|
(160,114
|
)
|
|
$
|
222,761
|
|
|
$
|
(72,887
|
)
|
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
|
||||||||||||||||||
|
Nine Months Ended January 2, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,727,819
|
|
|
$
|
2,045,111
|
|
|
$
|
(1,770,273
|
)
|
|
$
|
2,002,657
|
|
Cost of goods sold
|
—
|
|
|
1,382,666
|
|
|
1,570,039
|
|
|
(1,745,401
|
)
|
|
1,207,304
|
|
|||||
Gross profit
|
—
|
|
|
345,153
|
|
|
475,072
|
|
|
(24,872
|
)
|
|
795,353
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
52,102
|
|
|
98,100
|
|
|
213,339
|
|
|
(22,046
|
)
|
|
341,495
|
|
|||||
Selling, general and administrative
|
62,106
|
|
|
129,073
|
|
|
257,330
|
|
|
(41,493
|
)
|
|
407,016
|
|
|||||
Other operating expense
|
—
|
|
|
40,311
|
|
|
2,778
|
|
|
262
|
|
|
43,351
|
|
|||||
Total operating expenses
|
114,208
|
|
|
267,484
|
|
|
473,447
|
|
|
(63,277
|
)
|
|
791,862
|
|
|||||
Income (loss) from operations
|
(114,208
|
)
|
|
77,669
|
|
|
1,625
|
|
|
38,405
|
|
|
3,491
|
|
|||||
Interest expense
|
(7,855
|
)
|
|
(2,008
|
)
|
|
(2,049
|
)
|
|
3,036
|
|
|
(8,876
|
)
|
|||||
Interest income
|
—
|
|
|
1,835
|
|
|
2,100
|
|
|
(2,552
|
)
|
|
1,383
|
|
|||||
Other income (expense)
|
—
|
|
|
2,824
|
|
|
(861
|
)
|
|
1,898
|
|
|
3,861
|
|
|||||
Income (loss) before income taxes
|
(122,063
|
)
|
|
80,320
|
|
|
815
|
|
|
40,787
|
|
|
(141
|
)
|
|||||
Income tax (expense) benefit
|
35,460
|
|
|
(16,162
|
)
|
|
(23,800
|
)
|
|
—
|
|
|
(4,502
|
)
|
|||||
Income in subsidiaries
|
81,960
|
|
|
—
|
|
|
—
|
|
|
(81,960
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(4,643
|
)
|
|
$
|
64,158
|
|
|
$
|
(22,985
|
)
|
|
$
|
(41,173
|
)
|
|
$
|
(4,643
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
(5,872
|
)
|
|
$
|
62,885
|
|
|
$
|
(22,941
|
)
|
|
$
|
(39,944
|
)
|
|
$
|
(5,872
|
)
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Nine Months Ended December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
135,096
|
|
|
$
|
72,180
|
|
|
$
|
322,473
|
|
|
$
|
—
|
|
|
$
|
529,749
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(275,018
|
)
|
|
(111,937
|
)
|
|
—
|
|
|
(386,955
|
)
|
|||||
Purchase of a business, net of cash acquired
|
—
|
|
|
—
|
|
|
(118,133
|
)
|
|
—
|
|
|
(118,133
|
)
|
|||||
Purchase of available-for-sale securities
|
—
|
|
|
(469
|
)
|
|
—
|
|
|
—
|
|
|
(469
|
)
|
|||||
Proceeds from maturities and sales of available-for-sale securities
|
—
|
|
|
186,793
|
|
|
—
|
|
|
—
|
|
|
186,793
|
|
|||||
Other investing activities
|
—
|
|
|
4,279
|
|
|
(8,900
|
)
|
|
—
|
|
|
(4,621
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(84,415
|
)
|
|
(238,970
|
)
|
|
—
|
|
|
(323,385
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess tax benefit from exercises of stock options
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Proceeds from the issuance of common stock
|
38,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,417
|
|
|||||
Repurchase of common stock, including transaction costs
|
(158,491
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158,491
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(15,034
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,034
|
)
|
|||||
Other financing activities
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Net transactions with related parties
|
—
|
|
|
1,238
|
|
|
(1,238
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(135,096
|
)
|
|
1,258
|
|
|
(1,238
|
)
|
|
—
|
|
|
(135,076
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1,358
|
)
|
|
—
|
|
|
(1,358
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(10,977
|
)
|
|
80,907
|
|
|
—
|
|
|
69,930
|
|
|||||
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
|
$
|
—
|
|
|
$
|
209,656
|
|
|
$
|
286,155
|
|
|
$
|
—
|
|
|
$
|
495,811
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
Nine Months Ended January 2, 2016
|
||||||||||||||||||
(in thousands)
|
Parent Company
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(206,611
|
)
|
|
$
|
643,342
|
|
|
$
|
91,502
|
|
|
$
|
—
|
|
|
$
|
528,233
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property and equipment
|
—
|
|
|
(196,067
|
)
|
|
(35,087
|
)
|
|
—
|
|
|
(231,154
|
)
|
|||||
Purchase of available-for-sale securities
|
—
|
|
|
(343,466
|
)
|
|
—
|
|
|
—
|
|
|
(343,466
|
)
|
|||||
Proceeds from maturities and sales of available-for-sale securities
|
—
|
|
|
391,522
|
|
|
—
|
|
|
—
|
|
|
391,522
|
|
|||||
Other investing activities
|
—
|
|
|
668
|
|
|
—
|
|
|
—
|
|
|
668
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(147,343
|
)
|
|
(35,087
|
)
|
|
—
|
|
|
(182,430
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from debt issuances
|
1,125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,125,000
|
|
|||||
Payment of debt
|
(125,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,000
|
)
|
|||||
Debt issuance costs
|
(12,890
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,890
|
)
|
|||||
Excess tax benefit from exercises of stock options
|
339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|||||
Proceeds from the issuance of common stock
|
40,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,474
|
|
|||||
Repurchase of common stock, including transaction costs
|
(800,009
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800,009
|
)
|
|||||
Tax withholding paid on behalf of employees for restricted stock units
|
(21,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,303
|
)
|
|||||
Other financing activities
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Net transactions with related parties
|
—
|
|
|
(1,054
|
)
|
|
1,054
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
206,611
|
|
|
(967
|
)
|
|
1,054
|
|
|
—
|
|
|
206,698
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(718
|
)
|
|
—
|
|
|
(718
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
495,032
|
|
|
56,751
|
|
|
—
|
|
|
551,783
|
|
|||||
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
|
$
|
—
|
|
|
$
|
649,364
|
|
|
$
|
202,233
|
|
|
$
|
—
|
|
|
$
|
851,597
|
|
•
|
changes in business and economic conditions, including downturns in the semiconductor industry and the overall economy;
|
•
|
our ability to accurately predict market requirements and evolving industry standards in a timely manner;
|
•
|
our ability to accurately predict customer demand and thereby avoid the possibility of obsolete inventory, which would reduce our profit margins;
|
•
|
our customers’ and distributors’ ability to manage the inventory they hold and forecast their demand;
|
•
|
our ability to successfully integrate acquired businesses, operations, product technologies and personnel as well as achieve expected synergies;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products;
|
•
|
our ability to respond to possible downward pressure on the average selling prices of our products caused by our customers or our competitors;
|
•
|
our ability to utilize our capacity efficiently, or to acquire or source additional capacity, in response to customer demand;
|
•
|
the inability of one or more of our customers to access their traditional sources of credit, which could lead them to reduce their level of purchases or seek credit or other accommodations from us;
|
•
|
our ability to continue to improve our product designs, develop new products in response to new technologies, and achieve design wins;
|
•
|
our dependence on a limited number of customers for a substantial portion of our revenue;
|
•
|
our reliance on the U.S. government and on U.S. government sponsored programs (principally for defense and aerospace applications) for a portion of our revenue;
|
•
|
our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products;
|
•
|
our ability to efficiently and successfully operate our wafer fabrication facilities, assembly facilities and test and tape and reel facilities;
|
•
|
variability in manufacturing yields and product quality;
|
•
|
variability in raw material costs and availability of raw materials;
|
•
|
our dependence on third parties, including wafer foundries, wafer starting material suppliers, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;
|
•
|
our ability to manage platform provider and customer relationships;
|
•
|
our ability to procure, commercialize and enforce intellectual property rights (IPR) and to operate our business without infringing on the unlicensed IPR of others;
|
•
|
the risks associated with security breaches and other similar disruptions, which could compromise our information and expose us to liability and could cause our business and reputation to suffer;
|
•
|
currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;
|
•
|
the impact of stringent environmental regulations;
|
•
|
the adverse impact of any future decision to repatriate non-U.S. earnings;
|
•
|
our ability to attract and retain skilled personnel and develop leaders for key business units and functions; and
|
•
|
failure to realize the anticipated benefits of the Business Combination, including difficulty in integrating the businesses of RFMD and TriQuint or not realizing the expected amount and timing of cost savings and operating synergies.
|
•
|
Mobile Products (MP)
- MP is a leading global supplier of RF solutions that perform various functions in the increasingly complex cellular radio front end section of smartphones and other cellular devices. These RF solutions are required in fourth generation (“4G”) data-centric devices operating under Long-Term Evolution 4G networks, as well as third generation and second generation mobile devices. Our solutions include complete RF front end modules that combine
|
•
|
Infrastructure and Defense Products (IDP)
- IDP is a leading global supplier of RF solutions that support diverse global applications, including ubiquitous high-speed network connectivity to the cloud, data center communications, rapid internet connectivity throughout the home and workplace, and upgraded military capabilities across the globe. Qorvo’s RF solutions enhance performance and reduce complexity in cellular base stations, optical long haul, data center and metro networks, WiFi networks, cable networks, and emerging fifth generation ("5G") wireless networks. Our IDP products include high power GaAs and GaN PAs, LNAs, switches, RF filter solutions, CMOS system-on-a-chip ("SoC") solutions and various multichip and hybrid assemblies. Our market-leading RF solutions for defense and aerospace upgrade communications and radar systems for air, land and sea. Our RF solutions for the IoT enable the connected car and an array of industrial applications, and we serve the home automation market with SoC solutions based on ZigBee and Bluetooth Smart technologies. During the first quarter of fiscal 2017, we acquired GreenPeak Technologies, B.V. ("GreenPeak"), a leader in ultra-low power, short range RF communication technology. The acquisition expanded our offerings to include integrated RF solutions and SoCs for the connected home and the IoT.
|
•
|
Quarterly revenue
increased
33.1%
as compared to the
third
quarter of
fiscal 2016
, due to higher demand for our cellular RF solutions in support of marquee smartphones and customers based in China, as well as wireless infrastructure and WiFi products.
|
•
|
Gross margin for the
third
quarter of fiscal 2017 was
37.6%
as compared to
37.2%
for the
third
quarter of
fiscal 2016
. The small increase reflected lower costs related to the Business Combination (including lower intangible amortization and stock-based compensation), which was partially offset by average selling price erosion and an unfavorable change in product mix towards lower margin low-band power amplifier + duplexer (“PAD”) modules.
|
•
|
Operating
income
was
$61.4 million
for the
third
quarter of
fiscal 2017
as compared to an operating
loss
of
$13.2 million
for the
third
quarter of
fiscal 2016
, primarily due to increased gross profit from higher revenue and lower costs related to the Business Combination (including lower intangible amortization and stock-based compensation).
|
•
|
Diluted loss per share for the
third
quarter of
fiscal 2017
was
$0.62
as compared to diluted loss per share of
$0.08
for the
third
quarter of
fiscal 2016
.
|
•
|
Cash flow from operations was
$220.4 million
for the
third
quarter of
fiscal 2017
as compared to
$218.0 million
for the
third
quarter of
fiscal 2016
.
|
•
|
Capital expenditures were
$136.5 million
for the
third
quarter of
fiscal 2017
as compared to
$61.5 million
for the
third
quarter of
fiscal 2016
. This year-over-year increase was primarily related to projects for increasing premium filter capacity as well as for manufacturing cost savings initiatives.
|
•
|
During the
third
quarter of fiscal 2017, we recorded interest expense of
$17.4 million
(which was offset by
$3.6 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 during the three months ended
December 31, 2016
was
$34.5 million
.
|
•
|
During the
third
quarter of fiscal 2017, we repurchased approximately
1.3 million
shares of our common stock for approximately
$67.1 million
.
|
|
Three Months Ended
|
|||||||||||||||||||
|
December 31,
2016 |
|
% of
Revenue
|
|
January 2,
2016 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
826,347
|
|
|
100.0
|
%
|
|
$
|
620,681
|
|
|
100.0
|
%
|
|
$
|
205,666
|
|
|
33.1
|
%
|
Cost of goods sold
|
515,705
|
|
|
62.4
|
|
|
389,693
|
|
|
62.8
|
|
|
126,012
|
|
|
32.3
|
|
|||
Gross profit
|
310,642
|
|
|
37.6
|
|
|
230,988
|
|
|
37.2
|
|
|
79,654
|
|
|
34.5
|
|
|||
Research and development
|
111,951
|
|
|
13.6
|
|
|
105,992
|
|
|
17.1
|
|
|
5,959
|
|
|
5.6
|
|
|||
Selling, general and administrative
|
130,672
|
|
|
15.8
|
|
|
126,294
|
|
|
20.3
|
|
|
4,378
|
|
|
3.5
|
|
|||
Other operating expense
|
6,638
|
|
|
0.8
|
|
|
11,915
|
|
|
1.9
|
|
|
(5,277
|
)
|
|
(44.3
|
)
|
|||
Operating income (loss)
|
$
|
61,381
|
|
|
7.4
|
%
|
|
$
|
(13,213
|
)
|
|
(2.1
|
)%
|
|
74,594
|
|
|
NM*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Nine Months Ended
|
|||||||||||||||||||
|
December 31, 2016
|
|
% of Revenue
|
|
January 2, 2016
|
|
% of Revenue
|
|
Increase (Decrease)
|
|
Percentage Change
|
|||||||||
Revenue
|
$
|
2,389,582
|
|
|
100.0
|
%
|
|
$
|
2,002,657
|
|
|
100.0
|
%
|
|
$
|
386,925
|
|
|
19.3
|
%
|
Cost of goods sold
|
1,485,666
|
|
|
62.2
|
|
|
1,207,304
|
|
|
60.3
|
|
|
278,362
|
|
|
23.1
|
|
|||
Gross profit
|
903,916
|
|
|
37.8
|
|
|
795,353
|
|
|
39.7
|
|
|
108,563
|
|
|
13.6
|
|
|||
Research and development
|
355,166
|
|
|
14.8
|
|
|
341,495
|
|
|
17.0
|
|
|
13,671
|
|
|
4.0
|
|
|||
Selling, general and administrative
|
412,850
|
|
|
17.3
|
|
|
407,016
|
|
|
20.3
|
|
|
5,834
|
|
|
1.4
|
|
|||
Other operating expense
|
23,385
|
|
|
1.0
|
|
|
43,351
|
|
|
2.2
|
|
|
(19,966
|
)
|
|
(46.1
|
)
|
|||
Operating income
|
$
|
112,515
|
|
|
4.7
|
%
|
|
$
|
3,491
|
|
|
0.2
|
%
|
|
109,024
|
|
|
NM*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 31,
2016 |
|
January 2,
2016 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
656,788
|
|
|
$
|
489,397
|
|
|
$
|
167,391
|
|
|
34.2
|
%
|
Operating income
|
|
163,401
|
|
|
126,019
|
|
|
37,382
|
|
|
29.7
|
|
|||
Operating income as a % of revenue
|
|
24.9
|
%
|
|
25.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 31,
2016 |
|
January 2,
2016 |
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
1,910,003
|
|
|
$
|
1,618,444
|
|
|
$
|
291,559
|
|
|
18.0
|
%
|
Operating income
|
|
460,775
|
|
|
471,736
|
|
|
(10,961
|
)
|
|
(2.3
|
)
|
|||
Operating income as a % of revenue
|
|
24.1
|
%
|
|
29.1
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 31,
2016 |
|
January 2,
2016 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
168,589
|
|
|
$
|
130,314
|
|
|
$
|
38,275
|
|
|
29.4
|
%
|
Operating income
|
|
45,278
|
|
|
30,896
|
|
|
14,382
|
|
|
46.5
|
|
|||
Operating income as a % of revenue
|
|
26.9
|
%
|
|
23.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 31,
2016 |
|
January 2,
2016 |
|
Increase
|
|
Percentage
Change |
|||||||
Revenue
|
|
$
|
476,669
|
|
|
$
|
381,303
|
|
|
$
|
95,366
|
|
|
25.0
|
%
|
Operating income
|
|
112,345
|
|
|
67,818
|
|
|
44,527
|
|
|
65.7
|
|
|||
Operating income as a % of revenue
|
|
23.6
|
%
|
|
17.8
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
December 31,
2016 |
|
January 2,
2016 |
|
December 31,
2016 |
|
January 2,
2016 |
||||||||
Interest expense
|
|
$
|
(14,464
|
)
|
|
$
|
(7,668
|
)
|
|
$
|
(45,205
|
)
|
|
$
|
(8,876
|
)
|
Interest income
|
|
233
|
|
|
519
|
|
|
703
|
|
|
1,383
|
|
||||
Other (expense) income
|
|
(2,609
|
)
|
|
(639
|
)
|
|
(3,420
|
)
|
|
3,861
|
|
||||
Income tax (expense) benefit
|
|
(123,179
|
)
|
|
9,874
|
|
|
(137,059
|
)
|
|
(4,502
|
)
|
•
|
We have implemented a single income tax provision model in conjunction with completing our move to a single integrated ERP system.
|
•
|
We have filled all open positions within the tax department.
|
•
|
With the assistance of a qualified outside party, we have undergone a review and assessment of our internal controls over accounting for income taxes and the tax provision process. Based on that review and assessment, we have redesigned and enhanced our procedures to improve the effectiveness of the internal controls related to accounting for income taxes.
|
Period
|
|
Total number of shares purchased
(in thousands)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
(in thousands)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||
October 2, 2016 through October 29, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$ 158.6 million
|
|
October 30, 2016 through November 26, 2016
|
|
737
|
|
|
$
|
52.58
|
|
|
737
|
|
|
$ 461.2 million
|
November 27, 2016 through December 31, 2016
|
|
523
|
|
|
54.23
|
|
|
523
|
|
|
$ 432.9 million
|
|
Total
|
|
1,260
|
|
|
$
|
53.26
|
|
|
1,260
|
|
|
$432.9 million
|
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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of December 31, 2016 and April 2, 2016; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2016 and January 2, 2016; (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2016 and January 2, 2016; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2016 and January 2, 2016; and (v) the Notes to Condensed Consolidated Financial Statements
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
February 2, 2017
|
|
/s/ Mark J. Murphy
|
|
|
|
Mark J. Murphy
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of December 31, 2016 and April 2, 2016; (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2016 and January 2, 2016; (iii) the Condensed Consolidated Statements of Comprehensive Income Loss for the three and nine months ended December 31, 2016 and January 2, 2016; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2016 and January 2, 2016; and (v) the Notes to Condensed Consolidated Financial Statements
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Verbaeten served as an executive officer from January 1 to August 1, 2024, when reorganizations created changes to his role. Due to his service as an executive officer for part of fiscal year 2024, he is a NEO for 2024. | |||
For Mr. Wine, the amount reflects the salary earned while serving as CEO through July 1, 2024, and includes deferrals into the CNH Industrial Deferred Compensation Plan. Salary amounts deferred in 2024 are shown in the Fiscal 2024 Nonqualified Deferred Compensation Table. The separation amount for Mr. Wine is reported in the Other Compensation table. | |||
Ms. Manley and Mr. Wine are the only executives eligible for U.S. Retiree Healthcare. Ms. Manley’s eligibility will vest after reaching five years of Global Leadership Team service and a minimum age of 50. Mr. Wine’s eligibility would have vested after five years of service as CEO and a minimum age of 55, but such vesting conditions were not met as of his resignation. | |||
Gerrit Marx is the Chief Executive Officer of CNH. He leads a 40,000+ global team focused on advancing and supporting farming and construction all around the world. His role as CEO also encompasses direct global responsibility for the Company’s Agriculture segment. His career spans some 25 years throughout which he has worked across different regions and sectors, focusing on industrials, machinery & equipment and automotive. Gerrit Marx joined CNH as CEO in July 2024. From January 2022 to June 2024, he was CEO of Iveco Group N.V. (EXM: IVG) – a publicly listed commercial vehicles, powertrains, buses and specialty vehicles company. His leadership of Iveco Group followed its spinoff from CNH, where he had served as President of Commercial and Specialty Vehicles from January 2019. Prior to this, Mr. Marx was a member of the European Leadership Team at the multi-asset investment firm Bain Capital from 2012. He oversaw portfolio activities, driving and leading transformational change programs with a specific focus on automotive and industrial assets. During his tenure, he covered interim roles such as Chief Executive Officer of Wittur Group, a global Tier-1 supplier to the elevator industry and President of the Powertools Division at the US Apex Tool Group. Gerrit Marx was Executive Vice President of the carmaker Volkswagen AG China and President of Skoda China from 2011 – 2012. From 2007 – 2011 he assumed roles of increasing responsibility within the automotive corporation Daimler AG (now Mercedes-Benz Group AG) across North America, Europe and Asia, latterly as President and Chief Executive Officer of Daimler Trucks China. Mr. Marx began his career at the global consulting firm McKinsey & Company in 1999 focusing on operational improvement programs in the automotive and aerospace industries. Gerrit Marx holds a bachelor’s degree in Mechanical Engineering (“Diplom Ingenieur”) and an MBA (“Diplom Kaufmann”) from the RWTH Aachen University; and a PhD in Business Administration from Cologne University, both in Germany. Born in 1975, German citizenship. |
Name and Principal Position |
Year |
Salary
|
Bonus $
|
Stock
Awards $ |
Non-equity
Incentive Plan Compensation |
Change in
Value and
|
All Other
|
Total | ||||||||||||||||||||||||||||||||
Gerrit Marx |
2024 | 625,000 | - | 18,500,033 | 297,600 | - | 74,963 | 19,497,596 | ||||||||||||||||||||||||||||||||
CEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scott W. Wine |
2024 | 882,692 | 975,000 | - | 528,000 | - | 1,193,469 | 3,579,161 | ||||||||||||||||||||||||||||||||
Former CEO |
2023 | 1,700,000 | 2,355,000 | 10,407,703 | 3,083,800 | 74,046 | 478,056 | 18,098,605 | ||||||||||||||||||||||||||||||||
|
2022 | 1,700,000 | 4,248,000 | 11,511,892 | 4,960,300 | 18,640 | 476,829 | 22,915,661 | ||||||||||||||||||||||||||||||||
Oddone Incisa |
2024 | 709,175 | - | 2,239,450 | 181,060 | - | 164,067 | 3,293,752 | ||||||||||||||||||||||||||||||||
CFO |
2023 | 702,159 | - | 2,424,600 | 636,886 | - | 231,305 | 3,994,950 | ||||||||||||||||||||||||||||||||
|
2022 | 663,421 | - | 2,470,857 | 1,064,632 | - | 323,954 | 4,522,864 | ||||||||||||||||||||||||||||||||
Stefano Pampalone |
2024 | 587,987 | - | 967,902 | 211,530 | - | 394,644 | 2,162,063 | ||||||||||||||||||||||||||||||||
Agriculture Chief Commercial Officer |
2023 | 570,791 | - | 1,041,122 | 543,630 | - | 252,470 | 2,408,013 | ||||||||||||||||||||||||||||||||
2022 | 524,056 | - | 1,010,805 | 688,086 | - | 240,749 | 2,463,696 | |||||||||||||||||||||||||||||||||
Kelly Manley |
2024 | 441,885 | - | 757,995 | 110,000 | - | 79,256 | 1,389,136 | ||||||||||||||||||||||||||||||||
Chief Human Resources Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Roberto Russo |
2024 | 454,599 | - | 842,184 | 119,680 | - | 98,889 | 1,515,352 | ||||||||||||||||||||||||||||||||
Chief Legal & Compliance Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tom Verbaeten |
2024 | 497,198 | - | 879,872 | 127,380 | 297,731 | 1,103,128 | 2,905,309 | ||||||||||||||||||||||||||||||||
Chief Supply Chain Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers
Customer name | Ticker |
---|---|
Teradyne, Inc. | TER |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Manley Kelly | - | 148,815 | 0 |
Sorensen Vagn O | - | 30,011 | 0 |
MacLeod Douglas | - | 13,846 | 0 |