AVX Corporation Annual Report 2018

Plain-text annual report

1 Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2018 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to__________ Commission File Number: 1-7201(Exact name of registrant as specified in its charter) Delaware 33-0379007(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 1 AVX Boulevard, Fountain Inn, South Carolina 29644(Address of principal executive offices) (Zip Code)(864) 967-2150(Registrant's telephone number, including area code)Securities registered Pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registeredCommon Stock, $.01 par value per shareNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☒ Accelerated filer☐Non-accelerated filer☐(Do not check if a smaller reporting company)Smaller reporting company☐ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Based on the closing sales price of $18.23 on September 30, 2017, the last business day of the registrant's most recently completed second fiscal quarter, the aggregatemarket value of the common stock held by non-affiliates of the registrant as of that date was $847,283,677. As of May 15, 2018, there were 168,512,387 shares of the registrant’s common stock, par value $.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2018 Annual Meeting of Stockholders, which will be filed within 120 days of March 31, 2018, are incorporatedby reference into Part III. Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT2 Table of Contents TABLE OF CONTENTS Part I Page Item 1.Business4Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments19Item 2.Properties20Item 3.Legal Proceedings21Item 4.Mine Safety Disclosures21 Part II Item 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22Item 6.Selected Financial Data24Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40Item 9A.Controls and Procedures41Item 9B.Other Information42 Part III Item 10.Directors, Executive Officers and Corporate Governance42Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42Item 13.Certain Relationships and Related Transactions, and Director Independence42Item 14.Principal Accounting Fees and Services42 Part IV Item 15.Exhibits and Financial Statement Schedules43Signatures45 - 2 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT3 Table of Contents Cautionary Statement Regarding Forward-Looking Statements The following discussion and analysis should be read in conjunction with the consolidated financial statements, including the notes thereto, appearing elsewhere herein.Statements in this Annual Report on Form 10-K that reflect projections or expectations of future financial or economic performance of AVX Corporation, and statements ofthe Company's plans and objectives for future operations, including, but not limited to, those contained in “Business,” “Risk Factors,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk,” or relating to the Company’s outlook foroverall volume and pricing trends, end market demands, cost reduction strategies and their anticipated results, and expectations for research, development, and capitalexpenditures, are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended. Words such as “expects,” “anticipates,” “approximates,” “believes,” “estimates,” “intends,” "could," "should," "continue," and “hopes” andvariations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain suchlanguage. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed, or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted in connection with such forward-looking statements and in“Risk Factors” in this Annual Report on Form 10-K, include: general economic conditions in the Company's market, including inflation, recession, interest rates, and othereconomic factors; casualty to or other disruption of the Company's facilities and equipment; changes in regulations related to our industry, trade regulations orenvironmental regulations; potential environmental liabilities; and other factors that generally affect the business of manufacturing and supplying electronic componentsand related products. Forward looking statements are intended to speak only as of the date they are made and AVX Corporation does not undertake to update or revise anyforward-looking statement contained in this Annual Report on Form 10-K to reflect new events or circumstances unless and to the extent required by applicable law.Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. - 3 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT4 Table of Contents PART I Item 1.Business General AVX Corporation (together with its consolidated subsidiaries, “AVX” or the “Company”) is a leading worldwide manufacturer, supplier, and reseller of a broad line ofelectronic components, interconnect, sensing and control devices, and related products. Electronic components and connector, sensing and control productsmanufactured or resold by AVX are used in many types of end use products, including those in telecommunications, automotive, transportation, energy harvesting,consumer electronics, military/aerospace, medical, computer, and industrial markets. Our electronic component products include ceramic and tantalum capacitors, film capacitors, varistors, filters, passive and active electronic antennas, and othercomponents manufactured in our facilities throughout the world, other manufacturing suppliers and, through March 31, 2018, components manufactured by KyoceraCorporation of Japan (“Kyocera”), a public company and our majority stockholder which owns approximately 72% of our outstanding common stock. We also sellelectronic interconnect, sensing and control devices manufactured in our facilities and other manufacturing suppliers. We are organized by product line with five main product groups: Ceramic Components; Tantalum Components; Advanced Components; Interconnect, Sensing andControl Devices; and Kyocera Electronic Devices (“KED”). Our reportable segments are based on the types of products from which we generate revenues and howmanagement assesses performance and makes operating decisions related to these products. We had three reportable segments as of March 31, 2018: ElectronicComponents; Interconnect, Sensing and Control Devices; and KED Resale. Segment revenue and profit information is presented in Note 16 to the consolidated financialstatements. The product groups of Ceramic Components, Tantalum Components and Advanced Components have been aggregated into the Electronic Componentsreportable segment. The Electronic Components segment consists primarily of surface mount and leaded ceramic capacitors, RF thick and thin film components, surfacemount and leaded tantalum capacitors, surface mount and leaded film capacitors, ceramic and film power capacitors, super capacitors, EMI filters (bolt in and surfacemount), thick and thin film packages of multiple integrated components, varistors, thermistors, inductors, resistive products, and passive and active electronic antennasmanufactured by us or purchased from other manufacturers for resale. The Sensing and Control Devices business acquired during fiscal 2018 has been included in theInterconnect, Sensing and Control Devices segment. The Ethertronics business acquired during fiscal 2018 has been included in the Advanced Components product groupwithin the Electronic Components segment. The reportable segments have been presented in accordance with the United States Securities and Exchange Commission's (the"SEC") aggregation criteria and quantitative thresholds. The aggregation criteria consist of similar economic characteristics, products and services, production processes,customer classes, and distribution channels. Sales and operating results from these reportable segments are shown in the tables below. In addition, we have a corporateadministration group consisting of finance, legal, environmental, health & safety (“EH&S”), and administrative functions. Our customers consist of multi-national original equipment manufacturers, or OEMs, independent electronic component distributors, and electronic manufacturingservice providers, or EMSs. We market our products through our own direct sales force and independent manufacturers' representatives, based upon market characteristicsand demands. We coordinate our sales, marketing, and manufacturing organizations by strategic customer account and globally by region. We sell our products to customers in a broad array of industries, such as telecommunications, information technology hardware, automotive electronics, medicaldevices and instrumentation, industrial instrumentation, transportation, energy harvesting, defense and aerospace electronic systems, and consumer electronics. Our principal strategic advantages include: Creating Technology Leadership. We have research and development locations in Czechia, France, Germany, India, Israel, Japan, Malaysia, South Korea, the UnitedKingdom and the United States, although a certain level of innovation occurs at every one of our manufacturing sites. We developed numerous new products and productextensions during fiscal 2018 in addition to those added through our acquisition activity. These new products add to the broad product line we offer to our customers. Ourresearch scientists and design engineers are working to develop product solutions to the challenges facing our customers as consumers and businesses demand moreadvanced electronic solutions to manage their everyday lives and businesses. Our engineers are continually working to enhance our manufacturing processes to improvecapability, capacity, and yield, while reducing manufacturing costs. - 4 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT5 Table of Contents Providing a Broad Product Line. We believe that the breadth and quality of our product line and our ability to respond quickly to our customers’ design and deliveryrequirements make us a provider of choice for our multi-national customer base. We differentiate ourselves by providing our customers with a broad line of electroniccomponent and interconnect, sensing and control solutions. This array of products allows our customers to streamline their purchasing and supply organization. Due toour broad product offering, none of our products individually represents a material portion of our revenues. Maintaining the Lowest Cost, Highest Quality Manufacturing Organization. Excluding our acquisition activity, we have invested approximately $215 million over thepast three fiscal years to upgrade and enhance our worldwide manufacturing facilities and capabilities with respect to the manufacture of ceramic, tantalum, and advancedcomponents as well as interconnect, sensing and control devices. In order to reduce the cost of production, our strategy has included the transfer to, and expansion of,manufacturing operations in countries such as China, Czechia, El Salvador, India, Malaysia, Mexico, Romania, and Vietnam. Globally Coordinating our Marketing, Distribution, and Manufacturing Facilities. We believe that our global presence is an important competitive advantage as itallows us to provide quality products on a timely basis to our global customers. We provide enhanced services and responsiveness to our customers by maintainingsignificant manufacturing and warehouse operations in regions where we market the majority of our products. As of March 31, 2018, we had 33 manufacturing facilitieslocated in 16 different countries around the world. As our customers continue to expand their global production capabilities, we are ideally situated to meet their design andsupply requirements. Products We offer an extensive line of electronic component products providing passive and active component solutions for our customers. Passive electronic components donot require power to operate. Such components adjust and regulate voltage and current, store energy, and filter frequencies. Active electronic components, which includeamplifying components such as our active antenna components, require power in some way to make them function. In fiscal 2018, sales of Electronic Componentsrepresented approximately 60% of our net sales, Interconnect, Sensing and Control Devices, together with KCP Resale Connectors, represented approximately 23% of ournet sales, and KDP and KCD Resale represented approximately 17% of our net sales. The table below presents revenues for fiscal 2016, 2017 and 2018 by product group.Financial information concerning our Electronic Components, Interconnect, Sensing and Control Devices, and KED Resale segments is set forth in Note 16 to theconsolidated financial statements included elsewhere herein. Fiscal Year Ended March 31, Sales revenue (in thousands) 2016 2017 2018 Ceramic Components $176,502 $188,568 $226,204 Tantalum Components 311,888 314,723 366,194 Advanced Components 333,693 372,279 346,459 Total Electronic Components 822,083 875,570 938,857 Interconnect, Sensing and Control Devices 111,609 118,163 327,301 KCP Resale Connectors 23,751 30,027 36,090 KDP and KCD Resale 238,086 288,901 260,226 Total KED Resale 261,837 318,928 296,316 Total Revenue $1,195,529 $1,312,661 $1,562,474 Electronic Components Our strategic focus on the growing use of electronic components is reflected in our investment, excluding the cost of business acquired, of approximately $149 millionin facilities and equipment used to manufacture electronic components during the past three fiscal years. Electronic Components accounted for approximately 60% of ournet sales in fiscal 2018. We believe that sales of electronic components will continue to expand in the worldwide electronics market because technological advances in themarkets that we serve have been constantly expanding the number and type of applications for these products. - 5 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT6 Table of Contents We manufacture and resell a broad line of ceramic and tantalum electrolytic capacitors in many different sizes and configurations. Tantalum and ceramic componentsare commonly used in conjunction with integrated circuits and are best suited for applications requiring low to medium capacitance values. However, with currentcapacitance range extensions, we are seeing more demand for higher capacitance (“High CV”) products that increase the demand for certain products we sell. Capacitanceis the measure of the capacitor's ability to store electric energy. Generally, ceramic capacitors are more cost-effective at lower capacitance values, and tantalum capacitorsare more cost-effective at medium capacitance values. The net sales of tantalum and ceramic capacitors accounted for approximately 63% of our Electronic Componentsegment net sales in fiscal 2018. We also manufacture and resell a broad line of advanced electronic components to fill the special needs of our customers. Our family of advanced componentsincludes specialized ceramic, tantalum and film capacitors, high energy/voltage power capacitors, passive and active antennas and varistors. Our advanced productengineers work with some customers’ in-house technical staffs to design and manufacture customized products to meet the specifications of particular applications. Themanufacture of custom products permits us, through our research and development activities, to make technological advances, provide customers with design solutions tofit their needs, gain a marketing inroad with customers with respect to our complete product line, and, in some cases, develop products that can be sold to additionalcustomers in the future. Sales of advanced electronic components accounted for approximately 37% of Electronic Component segment net sales in fiscal 2018. Interconnect, Sensing and Control We manufacture and resell high-quality electronic connectors, interconnect systems, and sensing and control devices for use in various industries. Our product linesinclude a variety of industry-standard connectors as well as products designed specifically for our customers' unique applications. An expanding portion of the electronicsmarket for Interconnect, Sensing and Control products is the automotive market, with applications throughout a vehicle, including engine control, transmission control,audio, brakes, lighting, and stability and safety control systems. We produce fine pitch connectors used in portable devices such as smart phones, other cell phones,notebook computers, tablets, GPS, and other hand held devices. In addition, we offer specialty connectors designed to address customer specific applications across awide range of products and end markets, including the expanding LED, LCD, and medical devices and hardware markets. Excluding acquisition related spending, we haveinvested approximately $61 million in facilities and equipment over the past three years, as we continue to focus on new product development and enhancement ofproduction capabilities for our Interconnect, Sensing and Control business. Sales of Interconnect, Sensing and Control products, including KCP Resale connectorproducts, accounted for approximately 23% of net sales in fiscal 2018. Approximately 10% of combined Interconnect, Sensing and Control and KCP Resale connector netsales in fiscal 2018 consisted of connectors manufactured by Kyocera. See below “AVX and Kyocera – Resale Sales Channel Changes” and “Management’s Discussionand Analysis of Financial Condition and Results of Operations – Relationship with Kyocera and Related Transactions” for additional information regarding the Company’srelationship with Kyocera. KED Resale We had a non-exclusive license to distribute and sell select Kyocera-manufactured electronic component and connector products to our customers in certaingeographical regions outside of Japan that terminated on January 1, 2018. The Kyocera KDP, KCP and KCD electronic components we marketed and sold included ceramiccapacitors, RF modules, frequency control devices, SAW devices, sensor products, actuators, and acoustic devices. Sales of these products accounted for approximately19% of net sales in fiscal 2018. For additional information regarding the Company’s relationship with Kyocera see below “AVX and Kyocera – Resale Sales ChannelChanges” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Relationship with Kyocera and Related Transactions.” AVX and Kyocera – Resale Sales Channel Changes In December 2016, Kyocera notified AVX pursuant to the Products Supply and Distribution Agreement of its intent, effective January 1, 2018, to market itsmanufactured electronic and interconnect products globally using Kyocera’s sales force rather than continuing to have AVX resell such products in the Americas, Europeand Asia. Kyocera will pay commissions to AVX on sales by Kyocera, in the applicable territories, of products designed into customer applications by AVX prior toJanuary 1, 2018 of 2.0% in calendar year 2018, 1.5% in calendar year 2019, and 1.0% in calendar year 2020. Sales of Kyocera resale products by AVX were $296.3 million andrelated operating profit was $18.2 million for the fiscal year ended March 31, 2018. - 6 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT7 Table of Contents In February 2017, AVX notified Kyocera pursuant to the Products Supply and Distribution Agreement of its intent, effective April 1, 2018, to market its manufacturedproducts in Japan using AVX’s sales force rather than continuing to have Kyocera resell such products in this territory. AVX will pay commissions to Kyocera on sales byAVX, in the applicable territory, of products designed into customer applications by Kyocera prior to April 1, 2018 of 2.0% in fiscal year 2019, 1.5% in fiscal year 2020, and1.0% in fiscal year 2021. Sales of AVX resale products by Kyocera were $21.9 million for the fiscal year ended March 31, 2018. Marketing, Sales, and Distribution We place a high priority on solving customers’ electronic component design challenges and responding to their needs. In order to better serve our customers, wefrequently designate teams consisting of marketing, field application engineering, research and development, and manufacturing personnel to work with customers todesign and manufacture products to suit their specific requirements. We expense costs related to these activities as incurred. Approximately 26%, 37%, and 37% of our net sales for fiscal 2018 were to our customers in the Americas, Europe, and Asia, respectively. Financial information forthese geographic regions is set forth in Note 16 to our consolidated financial statements included elsewhere herein. The section “Risk Factors,” contained herein, providesa discussion of risks associated with our non-U.S. operations. We market our products worldwide through our own dedicated direct sales personnel that serve our major OEM and EMS customers. We also have a large network ofindependent electronic component distributors and independent manufacturers’ representatives who sell our products throughout the world. We have regional sales anddesign application personnel in strategic locations to provide technical and sales support for these independent manufacturers’ representatives and independent electroniccomponent distributors. We believe that this combination of sales channels provides a high level of market penetration and efficient coverage of our customers on a cost-effective basis. Our customers use our products in a wide variety of applications. In order to maximize growth opportunities, our engineering and sales teams maintain closerelationships with OEM, EMS, and electronic component distributor customers. Our largest customers may vary from year to year, and no customer has a long-termcommitment to purchase our products. During the fiscal years ended March 31, 2016, March 31, 2017 and March 31, 2018, no single customer accounted for more than 10%of our sales. As of March 31, 2017 and March 31, 2018, one customer represented 12% and 8%, respectively, of the Company’s accounts receivable balance. Because we area supplier to several significant manufacturers across a broad-base of electronic devices industries and because of the cyclical nature of these industries, the significanceof any one customer can vary from one period to the next. We also have qualified products under various specifications approved and monitored by the United States Defense Electronic Supply Center (“DSCC”) and EuropeanSpace Agency (“ESA”), and approved under certain U.S. and non-U.S., foreign military specifications. Typically, independent electronic component and interconnect device distributors handle a wide variety of products and fill orders for many customers. The salesterms under non-exclusive agreements with independent electronic component and interconnect device distributors may vary by distributor and by geographic region.Such agreements may include stock rotation and ship-from-stock and debit (“ship and debit”) programs. Stock rotation is a program whereby distributors are allowed toreturn qualified inventory semi-annually, for credit equal to a certain percentage, primarily limited to 5%, of the previous six months’ net sales. In the United States, we mayuse a ship and debit program under which we may grant pricing adjustments to assist distributors in meeting competitive prices in the marketplace on sales to their endcustomers. Ship and debit programs require a request from the distributor for a pricing adjustment for a specific part of a sale to the distributor’s end customer from thedistributor’s stock. In addition, certain agreements with distributors may include special incentive discounts based on the amount of product ordered or shipped. Ouragreements with independent electronic component and interconnect device distributors generally also require that we repurchase qualified inventory from the distributorin the event that we terminate the distributor agreement or discontinue a particular product offering. We had a backlog of orders of approximately $224 million at March 31, 2016, $280 million at March 31, 2017, and $535 million at March 31, 2018. Firm orders, primarilywith delivery dates within six months of order placement, are included in backlog. Many of our customers encounter uncertain and changing demand for their products.Customer-provided forecasts of product usage and anticipated usage of inventory at consignment locations are not included in backlog. If demand falls below customers’forecasts, or if customers do not effectively control their inventory, they may cancel or reschedule their planned shipments that are included in our backlog, in manyinstances without any penalty. Backlog fluctuates from year to year due, in part, to changes in customer inventory levels, changes to consignment inventory arrangements,order patterns, product delivery lead times in the industry, and the completion of acquisitions. Accordingly, the backlog outstanding at any point in time is not necessarilyindicative of the level of business expected in any ensuing period since many orders are placed and delivered within the same period. In addition, the increased use ofvendor-managed inventory and similar consignment type arrangements tend to limit the significance of backlog as future use and sale of such inventory is not typicallyreflected in backlog. - 7 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT8 Table of Contents Research, Development, and Engineering Our emphasis on research and development is evidenced by the fact that most of our manufactured products and manufacturing processes have been designed anddeveloped by our own engineers and scientists. Our research and development activities are carried out at facilities located in Czechia, France, Germany, India, Israel,Japan, Malaysia, South Korea, the United Kingdom and the United States, although a certain level of innovation occurs at all of our manufacturing sites. Our research and development effort and our operational-level engineering effort place a priority on the design and development of product extensions, innovativenew products, and improved manufacturing processes as well as engineering advances in existing product lines and manufacturing operations. Other areas of emphasisinclude material synthesis and the integration of components for applications requiring reduced size and lower manufacturing costs associated with circuit board assembly.Research, development, and engineering expenditures were approximately $28 million, $31 million, and $42 million during fiscal 2016, 2017, and 2018, respectively. The 2018expenditures include the impact of the two businesses acquired during the year. The level of such spending can fluctuate as new products are transferred to full-scaleproduction and process enhancements are implemented. We own United States patents as well as corresponding patents in various other countries, and also have patent applications pending, although no individual patentor family of patents is material to the successful operation of our business. For discussion regarding our licensing arrangement with Kyocera, see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations – Relationship with Kyocera and Related Transactions.” Raw Materials The costs of our products are influenced by a wide variety of raw materials, including tantalum and other minerals such as platinum, palladium, silver, nickel, gold, andcopper as well as other chemicals and chemical mixes used in our manufacturing processes. The costs of these materials are subject to significant price fluctuation as wellas occasional shortages. In some cases, raw materials cost increases may be offset by selling price increases, productivity improvements, and cost savings programs. We are a major consumer of the world’s annual production of tantalum. Tantalum powder and wire are principal materials used in the manufacture of tantalum capacitorproducts. We purchase tantalum raw materials as well as processed powder and wire from suppliers in various parts of the world at prices that are subject to periodicadjustment and variations in the market. The tantalum required to manufacture our products has generally been available in sufficient quantity. The limited number oftantalum material suppliers that process tantalum ore into capacitor-grade tantalum powder has, at times, led to higher prices during periods of increased demand and/orlimited mining output. Although most materials incorporated in our products are available from a number of sources, certain materials are available only from a relatively limited number ofsuppliers. Historically, we had a policy of not using tantalum sourced from the conflict areas of the Democratic Republic of Congo (“DRC”), or any other area in whichinsurgents or similar groups benefit from the sale of minerals. As a key participant in Solutions for Hope, AVX was the first in its industry to validate a “closed tantalumpipe” process from the mine site to the customer. Furthermore, the “closed pipe” was validated under the Conflict-Free Smelter program in accordance with the principles ofthe Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank" Act) and the current Organization for Economic Cooperation and Development(“OECD”) guidelines. During 2017 and in the spirit of continuous improvement envisioned and enshrined by the OECD Due Diligence guidance, AVX continued to improvesupply chain sustainability and reduce compliance cost by field-testing a new alternate traceability platform (“BSP”) and proof of concept of a geological science techniquefor mineral matching (Geological Passporting) in the DRC region. The result of the BSP pilot demonstrated that a new compliance model is possible using technology forthe reporting, analysis, chain of custody and Geo Passporting for validation. AVX has obtained the patent for this technology and invested in equipment at its facility, thusmitigating supply chain risk by reducing cost and time required to validate the minerals and deliver them for manufacturing. Please refer to the Solutions for Hope websitefor more information. Since December 2011, AVX has only sourced tantalum powder and wire used in its tantalum capacitors from smelters that are compliant with the RBA/GeSI conflict-freesmelter program. In 2012, AVX began using Validated Conflict-Free Tantalum, which comes from verified sources in the DRC and surrounding countries. AVX also observesthe rules for other conflict minerals governed by the Dodd-Frank Act (tin, tungsten, and gold). AVX has implemented a Due Diligence Policy on Conflict Minerals, andactively engages in industry initiatives, including the Responsible Sourcing Initiative (“RMI”), the ITRI Tin Supply Chain Initiative (“iTSCi”), and the Tantalum-NiobiumInternational Study Center (“TIC”). AVX’s program for conflict minerals compliance has been independently audited as required by SEC rules annually since 2015. Furtherdetails of this effort are available in AVX’s annual Form SD filings under the Dodd-Frank Act at www.sec.gov. - 8 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT9 Table of Contents Our continued efforts affirm our commitment to supply conflict-free minerals to our customers and to comply fully with the OECD guidelines and SEC regulations. Competition Markets for our products are highly competitive. We encounter aggressive and able competition in our various product lines from many domestic and non-U.S.manufacturers. Competitive factors in the markets include product quality and reliability, breadth of product line, customer service, technological innovation, globalproduction presence, timely delivery, and price. We believe we are competitively positioned on each of these factors. The breadth of our product offering enables us tostrengthen our market position by providing customers with one of the broadest selections of electronic components and interconnect, sensing and control devicesavailable from any one source. Employees As of March 31, 2018, we employed approximately 14,920 full-time employees. Approximately 1,430 of these employees are employed in the United States, of which,approximately 110 are covered by collective-bargaining arrangements. In addition, some non-U.S. employees are members of trade and government-affiliated unions. Ourrelationship with our employee union groups is generally good. However, no assurance can be given that, in response to changing social and economic conditions and ouractions, labor unrest or strikes will not occur. Environmental Matters We are subject to federal, state, and local laws and regulations concerning the environment in the United States and to the environmental laws and regulations of theother countries in which we operate. These regulations include limitations on discharges into air and water; remediation requirements; chemical use and handlingrestrictions; pollution control requirements; waste minimization considerations; and hazardous materials transportation, treatment, storage and disposal restrictions. If wefail to comply with any of the applicable environmental regulations, we may be subject to fines, suspension of production, alteration of our manufacturing processes, saleslimitations, and criminal and civil liabilities. Existing or future regulations could require us to procure expensive pollution abatement or remediation equipment, to modifyproduct designs, or to incur expenses to comply with environmental regulations. Any failure to control the use, disposal, or storage, or to adequately restrict the dischargeof hazardous substances, could subject us to future liabilities and could have a material adverse effect on our business. Based on our periodic reviews of the operatingpolicies and practices at all of our facilities, we believe that our operations are currently in compliance with applicable environmental laws and regulations. We have been identified by the United States Environmental Protection Agency (“EPA”), state governmental agencies or other private parties as a potentiallyresponsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or equivalent non-U.S., state or local laws, forclean-up and response costs associated with certain sites at which remediation is required with respect to prior contamination. Because CERCLA or such non-U.S.and state statutes authorize joint and several liability, the regulatory authorities could seek to recover all clean-up costs from any one of the PRPs at a site despite theinvolvement of other PRPs. At certain sites, financially responsible PRPs other than AVX also are, or have been, involved in site investigation and clean-up activities. Webelieve that liability resulting from these sites will be apportioned between AVX and other PRPs. To resolve our liability at the sites at which we have been named a PRP, we have entered into various administrative orders and consent decrees with federal and stateregulatory agencies governing the timing and nature of investigation and remediation. As is customary, the orders and decrees regarding sites where the PRPs are notthemselves implementing the chosen remedy contain provisions allowing the EPA to reopen the agreement and seek additional amounts from settling PRPs in the eventthat certain contingencies occur, such as the discovery of significant new information about site conditions. - 9 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT10 Table of Contents On June 3, 2010, AVX entered into an agreement with the EPA and the City of New Bedford, pursuant to which AVX is required to perform environmental remediation ata site referred to as the “Aerovox Site” (the “Site”), located in New Bedford, Massachusetts. AVX has substantially completed its obligations pursuant to such agreementwith the EPA and the City of New Bedford with respect to the satisfaction of AVX’s federal law requirements. The Massachusetts Department of Environmental Protectionhas jurisdiction over the balance of the environmental remediation at the Site. AVX has submitted its proposed remedy, but until the state has approved such proposal,AVX cannot determine if additional groundwater and soil remediation will be required, if substantial material will have to be disposed of offsite, or if additional remediationtechniques will be required, any of which could result in a more extensive and costly plan of remediation. Further, the Site and the remediation may be subject to additionalscrutiny under other statutory procedures which could also add to the cost of remediation. We have a remaining accrual of $14.2 million at March 31, 2018, representing ourcurrent estimate of the potential liability related to the remaining performance of environmental remediation actions at the Site and neighboring properties using certainassumptions regarding the plan of remediation. Until all parties agree and remediation is complete, we cannot be certain there will be no additional cost relating to the Site. We had total reserves of approximately $19.2 million and $18.6 million at March 31, 2017 and March 31, 2018, respectively, related to various environmental matters andsites, including those discussed above. These reserves are classified in the Consolidated Balance Sheets as $3.9 million and $3.3 million in accrued expenses at March 31,2017 and March 31, 2018, respectively, and $15.3 million in other non-current liabilities at both March 31, 2017 and March 31, 2018. The amounts recorded for identifiedenvironmental liabilities are based on estimates. Periodically, we review amounts recorded and adjust them based upon additional legal and technical information thatbecomes available. Uncertainties about the status of laws, regulations, regulatory actions, technology, and information related to individual sites make it difficult to developan estimate of the reasonably possible aggregate environmental remediation exposure. Accordingly, these costs could differ from our current estimates. On April 19, 2016, the Canadian Ministry of the Environment and Climate Change (the “MoE”) issued a Director’s Order naming AVX Corporation, and others, asresponsible parties with respect to a location in Hamilton, Ontario that was at one time the site of operations of Aerovox Canada, a former subsidiary of AerovoxCorporation, a predecessor of AVX. This Director’s Order follows a draft order issued on November 4, 2015. AVX has taken the position that any liability of AerovoxCanada for such site under the laws of Canada cannot be imposed on AVX. At present, it is unclear whether the MoE will seek to enforce such Canadian order againstAVX, or one of the other responsive parties will initiate a private suit, and whether, in such an event, AVX will have any liability under applicable law. AVX intends tocontest any such course of action that may be taken by the MoE. We also operate, or did at one time, on other sites that may have potential future environmental issues as a result of activities at sites during AVX’s long history ofmanufacturing operations or prior to the start of operations by AVX. Even though we may have rights of indemnity for such environmental matters at certain sites,regulatory agencies in those jurisdictions may require us to address such issues. Once it becomes probable that we will incur costs in connection with remediation of a siteand such costs can be reasonably estimated, we establish reserves or adjust our reserves for our projected share of these costs. A separate account receivable is recordedfor any indemnified costs. Our environmental reserves are not discounted and do not reflect any possible future insurance recoveries, which are not expected to besignificant, but do reflect a reasonable estimate of cost sharing at multiple party sites or indemnification of our liability by a third party. We are not involved in any pending or threatened environmental proceedings that would require curtailment of our operations. We continually expend funds to ensurethat our facilities comply with applicable environmental regulations. While we believe that we are in compliance with applicable environmental laws, we cannot accuratelypredict future developments and do not necessarily have knowledge of all past occurrences on sites that we currently occupy. New environmental regulations may beenacted and we cannot determine the modifications, if any, in our operations that any such future regulations might require, or the cost of compliance with suchregulations. Moreover, the risk of environmental liability and remediation costs is inherent in the nature of our business and, therefore, there can be no assurance thatmaterial environmental costs, including remediation costs, will not arise in the future. Company Information and Website We file annual, quarterly, and current reports, proxy statements, and other documents with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”).The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public mayobtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that containsreports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documentsthat we file with the SEC at www.sec.gov. - 10 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT11 Table of Contents In addition, our Company website can be found on the Internet at www.avx.com. Copies of each of our filings with the SEC including, but not limited to Form 10-K,Form 10-Q, and Form 8-K, and all amendments to those reports, can be viewed and downloaded free of charge as soon as reasonably practicable after the reports andamendments are electronically filed with or furnished to the SEC. To view the reports from our website, go to “Investors,” then to “SEC Filings.” The following corporate governance related documents, as well as others, are also available free of charge on our website: ●Code of Business Conduct and Ethics ●Code of Business Conduct and Ethics Supplement Applicable to the Chief Executive Officer, Chief Financial Officer, Controllers and Financial Managers ●Corporate Governance Guidelines ●Audit Committee Charter ●Compensation Committee Charter ●Special Advisory Committee Charter ●Contact the Board – Whistleblower and Ethics Hotline Procedures To review these documents, go to our website and select “About,” followed by “Corporate Information,” and then “Corporate Governance.” Executive Officers of the Registrant Our executive officers are appointed annually by our Board of Directors or, in some cases, appointed in accordance with our bylaws. Each officer holds office until thenext annual appointment of officers or until a successor has been duly appointed and qualified, or until the officer’s death or resignation, or until the officer has otherwisebeen removed in accordance with our bylaws. The following table provides certain information regarding the current executive officers of the Company: Name Age PositionJohn Sarvis 68 Chief Executive Officer and PresidentJeffrey Schmersal 49 Chief Operating OfficerKurt P. Cummings 62 Executive Vice President, Chief Financial Officer, and TreasurerJohn Lawing 67 Senior Vice President and Chief Technology OfficerS. Willing King 55 Senior Vice President of Tantalum ProductsEric Pratt 58 Senior Vice President of MarketingEvan Slavitt 60 Senior Vice President, General Counsel, and Corporate SecretarySteven Sturgeon 49 Senior Vice President of Connector ProductsPeter Venuto 65 Senior Vice President of Corporate Development John Sarvis Chief Executive Officer and President since April 2015. Chairman of the Board since 2016. Vice President of Ceramic Products from 2005 to 2015. Divisional Vice President –Ceramics Division from 1998 to 2005. Prior to 1998, held various Marketing and Operational positions. Employed by the Company since 1973. Jeffrey Schmersal Chief Operating Officer since April 2018. Senior Vice President since 2017. Divisional Vice President of Specialty Products from 2014 to 2017. Global Business Manager ofvarious product groups from 2006 to 2014. Prior to 2006, held various Quality and Supply Chain positions. Employed by the Company since 1994. Kurt P. Cummings Executive Vice President since 2016. Chief Financial Officer and Treasurer since 2000. Senior Vice President from 2015 to 2016. Vice President from 2000 to 2015. CorporateSecretary from 1997 to 2016. Corporate Controller from 1992 to 2000. Prior to 1992, Partner with Deloitte & Touche LLP. - 11 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT12 Table of Contents John Lawing Senior Vice President and Chief Technology Officer since 2015. Vice President and Chief Technology Officer from April 2014 to 2015. President and Chief Operating Officerfrom 2013 to March 2014. Vice President of Advanced Products from 2005 to April 2013. Divisional Vice President of Advanced Products from 2002 to 2005 and DivisionalVice President of Leaded Products from 1997 to 2002. Prior to 1997, held positions in Engineering, Technical, Operational, and Plant management. Employed by theCompany since 1981. S. Willing King Senior Vice President of Tantalum Products since 2015. Vice President of Tantalum Products from 2013 to 2015. Deputy General Manager of Tantalum Products from 2012 to2013. Vice President of Product Marketing from 2004 to 2012. Director of Product Marketing from 2000 to 2004. Prior to 2000, held positions in Technical Service, Sales, andMarketing. Employed by the Company since 1984. Eric Pratt Senior Vice President of Marketing since April 2017. Vice President of Kyocera Electronic Devices from 2015 to April 2017. Director of Marketing for Kyocera InternationalInc. from 2013 to 2015. Prior to 2013, held multiple positions in Sales and Marketing for the Company over 16 years. Evan Slavitt Senior Vice President, General Counsel and Secretary since 2016. Vice President of Business and Legal Affairs from 2007 to 2016. Trial lawyer in private practice inMassachusetts from 1987 to 2006. Assistant United States Attorney for the District of Massachusetts from 1983 to 1987. Trial Attorney with the Antitrust Division of theU.S. Department of Justice from 1981 to 1983. Steven Sturgeon Senior Vice President of Connector Products since April 2017. Divisional Vice President of Connector Products from 2015 to April 2017. Director of Corporate StrategicPlanning from 2013 to 2015. Engineering Manager Corporate Strategic Planning from 2011 to 2013. Prior to 2011, held various Engineering and Operational positions.Employed by the company since 1995. Peter Venuto Senior Vice President of Corporate Development since May 2018. Senior Vice President of Sales since 2015. Vice President of Sales from 2009 to 2015. Vice President ofNorth American and European Sales from 2004 to 2009. Vice President of North American Sales from 2001 to 2004. Divisional Vice President of Strategic Accounts from 1998to 2000. Director of Strategic Accounts from 1990 to 1997. Director of Business Development from 1987 to 1989. Employed by the Company since 1987. Item 1A.Risk Factors From time to time, information provided by us, including, but not limited to, statements in this report, or other statements made by us or on our behalf, may contain“forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, andcontingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated. Our businesses routinely encounter and address risks, some of which will cause our future results to be different – sometimes materially different – than we presentlyanticipate. Discussion about the important operational risks that our businesses encounter can also be found in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” included elsewhere in this Form 10-K. We wish to caution the reader that the following important risk factors and those factorsdescribed elsewhere in this report or other documents that we file or furnish to the SEC could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere. Below, we have described our current view of certain important strategic risks. These risks are not presentedin order of importance or probability of occurrence. Our reactions to material future developments as well as our competitors’ reactions to those developments will affectour future results. - 12 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT13 Table of Contents We operate in a cyclical business, which could result in significant fluctuations in demand for our products Cyclical changes in our customers’ businesses have, in the past, resulted in, and may in the future result in, significant fluctuations in demand for our products, sellingprices, and our profitability. Most of our customers operate in cyclical industries. Their requirements for electronic components and interconnect, sensing and controldevices fluctuate significantly as a result of changes in general economic conditions, technological changes, customer demand, and other factors. During periods ofincreasing demand, our customers typically seek to increase their inventory of our products to avoid production bottlenecks. When demand for their products peaks andbegins to decline, as has happened in the past, they tend to reduce or cancel orders for our products while they use up accumulated inventory. Business cycles varysomewhat in different geographical regions and customer industries. Significant fluctuations in sales of our products affect our unit manufacturing costs and affect ourprofitability by making it more difficult for us to predict our production, raw materials, and shipping needs. Changes in demand mix, needed technologies, and end-usemarkets may adversely affect our ability to match our products, inventory, and capacity to meet customer demand and could adversely affect our operating results andfinancial condition. We are also vulnerable to general economic events or trends beyond our control, and our sales and profits may suffer in periods of weak demand. We must consistently reduce costs to remain competitive and to address downward price trends Our industry is intensely competitive, and prices for existing products tend to decrease over their life cycle. To remain competitive, we must achieve continuous costreductions through process and material improvements. We must also be in a position to minimize our customers’ inventory financing costs and to meet their other goalsfor supply chain management. In addition, as a result of our efforts to streamline manufacturing and logistics operations and to enhance operations in lower operating costregions we have incurred restructuring costs in the past and are likely to incur restructuring costs in the future in response to competitive pressures. If we are unsuccessfulin implementing restructuring or other cost reduction plans, we may experience disruptions in our operations and incur higher ongoing costs, which may adversely affectour sales levels, financial condition, and operating results. We attempt to improve profitability by operating in countries in which operating costs are lower; but the shift of operations to these regions may entail considerableexpense and risk Our strategy is aimed at achieving significant production cost savings through the transfer to and expansion of manufacturing operations in countries with loweroperating costs, such as China, Czechia, El Salvador, India, Malaysia, Mexico, Romania, and Vietnam. During this process, we may experience under-utilization of certainfactories in higher-cost regions and capacity constraints in plants and factories located in lower-cost regions. This under-utilization may result initially in productioninefficiencies and higher overall costs. These costs also include those associated with compensation in connection with work force reductions and plant closings in thehigher-cost regions, and start-up expenses, equipment relocation costs, manufacturing and construction delays, and increased depreciation costs in connection with theinitiation or expansion of production in lower-cost regions. In addition, as we implement transfers of certain of our operations, we may experience labor strikes or othertypes of disruption due to lay-offs or termination of our employees in higher-cost countries. Our global operations subject us to many different and complex laws and rules Due to our global operations, we are subject to many laws governing international relations (including but not limited to the Foreign Corrupt Practices Act, the U.S.Export Administration Act the EU General Data Protection Regulation, and the U.K. Modern Anti-Slavery Act); which prohibit improper payments to government officialsand restrict where and how we can do business, what information or products we can supply to certain countries, what personal information we can transfer, and whatinformation we can provide to a non-U.S. government. Although we have procedures and policies in place that should mitigate the risk of violations of these laws, there isno guarantee that they will be sufficiently effective. If, and when we acquire new businesses we may not be able to ensure that the pre-existing controls and proceduresmeant to prevent violations of the rules and laws were effective, and we may not be able to implement effective controls and procedures to prevent violations quicklyenough when integrating newly acquired businesses. Acquisitions of new businesses in new non-U.S. jurisdictions may also subject us to new regulations and laws, andwe may face difficulties ensuring compliance with these new requirements. - 13 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT14 Table of Contents We encounter competition in substantially all areas of our business We compete primarily on the basis of technology, product quality, price, sales terms, customer service, and delivery time. Competitors include large, diversifiedcompanies, some of which have substantial assets and financial resources, as well as medium to small companies. There can be no assurance that additional competitorswill not enter into our existing markets, nor can there be any assurance that we will be able to compete successfully against existing or new competition. We may not have adequate facilities to satisfy future increases in demand for our products Our business is cyclical and in periods of a rising economy, we may experience intense demand for our products. During such periods, we may have difficultyexpanding our manufacturing to satisfy demand. Factors that could limit such expansion include delays in procurement of manufacturing equipment, shortages of skilledpersonnel, physical constraints on expansion of our facilities, and shortages from our suppliers. If we are unable to meet our customers' requirements and our competitorssufficiently expand production, we could lose customers and/or market share. These losses could have an adverse effect on our financial condition and results ofoperations. Also, capacity that we add during upturns in the business cycle may result in excess capacity during periods when demand for our products recedes, resultingin inefficient use of capital which could also adversely affect us. If we are unable to attract and retain qualified personnel, especially our design and technical personnel, we may not be able to execute our business strategy effectively. Our future success depends on our ability to retain, attract and motivate qualified personnel, including our management, sales and marketing, finance, and especiallyour design and technical personnel. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. Anyinability to retain, attract or motivate such personnel could have a material adverse effect on our business and results of operations. We must continue to develop new products and technology to remain competitive Many of the fundamental technologies used in the electronics industry have been available for a long time. The market is subject to rapid changes in product designsand technological advances allowing for better performance and/or lower cost. New applications are frequently found for existing technologies, and new technologiesoccasionally replace existing technologies for some applications or open up new business opportunities in other areas of application. Successful innovation is critical formaintaining profitability in the face of potential erosion of selling prices for existing products. To address downward selling price pressure for our products and to meetmarket requirements, we must continue to develop innovative products and production techniques. Sustaining and improving our profitability depends a great deal on ourability to develop new products quickly and successfully meet changing customer specifications. Non-customized commodity products are especially vulnerable to pricepressure, but customized products have also experienced selling price pressure over time. We have traditionally addressed downward pricing trends in part by offeringproducts with new technologies or applications that offer our customers advantages over older products. We also seek to maintain profitability by developing products toour customers’ specifications that are not readily available from competitors. Developing and marketing these products requires start-up costs that may not be recouped ifthose new products or production techniques are not successful. There are numerous risks inherent in this process, including the risks that we will be unable to anticipatethe direction of technological change or that we will be unable to develop and market new products and applications in a timely fashion to satisfy customer demands. If thisoccurs, we could lose customers and experience adverse effects on our results of operations. In addition to our own research and development initiatives, we may invest in technology start-up enterprises, in which we may acquire a controlling or non-controlling interest but whose technology would be available to be commercialized by us. There are numerous risks in investments of this nature, including the limitedoperating history of such start-up entities, their need for capital, their limited or absence of production experience, as well as the risk that their technologies may proveineffective or fail to gain acceptance in the marketplace. There can be no assurance that our current and future investments in start-up enterprises will prove successful. Our operating results are sensitive to raw material and resale product availability, quality, and cost Many of our products require the use of raw materials that are available from only a limited number of regions around the world, are available from only a limitednumber of suppliers, or may be subject to significant fluctuations in market prices. Our results of operations may be adversely affected if we have difficulty obtaining theseraw materials, our key suppliers experience financial difficulties, the quality of available raw materials deteriorates, or there are significant price increases for these rawmaterials. For example, the prices for tantalum, platinum, silver, nickel, gold, copper, palladium, and other raw materials that we use in the manufacture of our products aresubject to fluctuation and have experienced significant variability in the past. Our inability to recover increased costs through increased sales prices could have an adverseimpact on our results of operations. For periods in which the prices for these raw materials rise, we may be unable to pass on the increased cost to our customers, whichwould result in decreased sales margins for the products in which they are used. For periods in which sales margins are declining, we may be required, as has occurred inthe past, to write down our inventory carrying cost of these raw materials and products. Depending on the extent of the difference between market price and our carryingcost, the write-down could have a significant adverse effect on our results of operations. - 14 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT15 Table of Contents We resell products manufactured by other component and interconnect product manufacturers. Should these manufacturers experience difficulties supplying theproducts that we resell, or such suppliers use other channels to market their products, we could experience lower sales, which could have an adverse effect on our resultsof operations. Our sales to distribution sales channel customers may fluctuate Selling products to our customers in the electronic component distribution sales channel has associated risks, including, without limitation, that sales can benegatively impacted on a short-term basis because of changes in distributor inventory levels; these changes may be unrelated to the purchasing trends by the endcustomer. In the past, we have gone through cycles of inventory correction as distributors increase or decrease their supply chain inventories based upon their anticipatedmarket needs and economic conditions. Our backlog is subject to customer cancellation We generally do not obtain firm, long-term purchase commitments from our customers. Uncertain economic and geopolitical conditions have resulted in, and maycontinue to result in, some of our customers delaying the delivery of products that we manufacture or source for them and placing purchase orders for lower volumes ofproducts than previously anticipated. Many of the orders that comprise our backlog may be canceled by our customers without penalty. Our customers may on occasion,order products from multiple sources to ensure timely delivery when delivery lead times are particularly long and product delivery is a concern. They may cancel orderswhen business is weak and inventories are excessive, a situation that we have experienced during periods of economic slowdown. Therefore, we cannot be certain that theamount of our backlog does not exceed the level of sales that will ultimately be made. Our results of operations could be adversely impacted if customers cancel a materialportion of orders in our backlog. Our growth strategy includes growth through acquisitions, which may involve significant risks From time to time, we make strategic acquisitions of other companies or businesses as we believe such acquisitions can help to position us to take advantage ofgrowth opportunities. Such acquisitions could introduce significant risks and uncertainties, including risks related to integrating the acquired businesses and achievingbenefits from the acquisitions. More particularly, risks and uncertainties of an acquisition strategy could include: (1) difficulties in integrating newly-acquired businessesand operations in an efficient and effective manner; (2) challenges in achieving strategic objectives, cost savings, and other benefits from acquisitions; (3) risk that marketsdo not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets; (4) potential loss of key employees ofthe acquired businesses; (5) risk of diverting the attention of senior management from our operations; (6) risks of entering new markets in which we have limited experience;(7) risks associated with integrating financial reporting and internal control systems; (8) difficulties in expanding information technology systems and other businessprocesses to accommodate the acquired businesses; (9) future impairments of goodwill and other intangible assets of an acquired business; (10) unanticipated legal andregulatory issues in the jurisdictions of the acquired business; (11) liabilities for activities of the acquired businesses, including environmental, tax, and other known andunknown liabilities; and (12) additional costs related to plant closures, employee terminations, etc. could be incurred to create operating inefficiencies for AVX and a newlyacquired entity. Changes in our environmental liability and compliance obligations may adversely affect our operations or financial condition Our manufacturing operations, products, and/or product packaging are subject to environmental laws and regulations governing air emissions; wastewater discharges;the handling, disposal, and remediation of hazardous substances, wastes, and certain chemicals used or generated in our manufacturing process; employee health andsafety; labeling or other notifications with respect to the content or other aspects of our processes, products, or packaging; restrictions on the use of certain materials in oron design aspects of our products or product packaging; and responsibility for disposal of products or product packaging. We also operate, or did at one time, at sites thatmay have potential future environmental issues as a result of activities at such sites during the long history of manufacturing operations of AVX or its corporatepredecessor, or prior to the start of operations by AVX. Even though we may have rights of indemnity for such environmental matters at certain sites, regulatory agenciesin those jurisdictions may require us to address such issues. We establish reserves for specifically identified potential environmental liabilities when the liabilities areprobable and reasonably estimated. Nevertheless, there can be no assurance we will not be obligated to address environmental matters that could have a material adverseimpact on our operations or financial condition. In addition, new environmental regulations may be enacted and we cannot presently determine the modifications, if any, inour operations that any such future regulations might require, or the cost of compliance with these regulations. In order to resolve liabilities at various sites, we haveentered into various administrative orders and consent decrees, some of which may be, under certain conditions, reopened or subject to renegotiation. See “EnvironmentalMatters” in Item 1 elsewhere in this Form 10-K for additional information. - 15 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT16 Table of Contents Changes in regulatory compliance obligations may adversely affect our operations The Dodd-Frank Act, signed into law on July 21, 2010, includes Section 1502, which required the SEC to adopt additional disclosure requirements related to the sourceof certain “conflict minerals” for issuers for which such “conflict minerals” are necessary to the functionality or production of a product manufactured, or contracted to bemanufactured, by that issuer. The SEC issued a final rule on August 22, 2012. The minerals covered by the rules are commonly referred to as “3TG” and include tin,tantalum, tungsten, and gold. We use many of these materials in our production processes. The rule requires companies to perform due diligence, disclose, and reportwhether or not such minerals originate from the DRC and adjoining countries. We have incurred and will continue to incur additional costs to comply with these disclosurerequirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Global supply chains are complicated withmultiple layers and suppliers between the mine and the final product. Historically, and prior to our participation in “Solutions for Hope,” we had a policy of not using tantalum sourced from the DRC or any other area in which insurgentsor similar groups benefit from the sale of minerals. We continue to conduct extensive supply chain investigations to reduce risk and support supply chain sustainability inthe region using the OECD guiding principles. AVX was the first in its industry to validate a “closed tantalum pipe” process, assuring all tantalum products contain onlytantalum from smelters that have been independently verified under the Conflict Free Smelter program in accordance with the principles of the Dodd-Frank legislation andthe current OECD guidelines. Since December 2011, AVX has only sourced tantalum powder and wire used in its tantalum capacitors from smelters that are compliant with the RBC/GeSI conflict-freesmelter program. In 2012, AVX began using Validated Conflict-Free Tantalum, which comes from verified sources in the DRC and surrounding countries. During 2016 and inthe spirit of continuous improvement envisioned and enshrined by the OECD Due Diligence guidance, AVX continues to improve supply chain sustainability and reducecompliance cost by field-testing a new alternate traceability platform (“BSP”) and proof of concept of a geological science technique for mineral matching (GeologicalPassporting) in the DRC region. The result of the BSP pilot demonstrated that a new compliance model is possible using technology for the reporting, analysis, chain ofcustody and Geo Passporting for validation. Please refer to the Solutions for Hope website for more information. Our continued efforts affirm our commitment to supply products with conflict-free minerals to our customers and to comply fully with the OECD guidelines and SECregulations. The implementation of Rule 1502 has not had a material adverse effect on our ability to source raw materials or manufacture products containing the “3TG”metals. We filed our most recent Form SD with the SEC on May 25, 2017. We use significant amounts of electrical energy and processed ores in our production processes. Although its status is uncertain, the Kyoto Protocol is aninternational agreement that purports to set binding targets for signatory industrialized countries for reducing greenhouse gas emissions. Further, a number ofgovernments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to the potential impacts of climate change thatwould limit and reduce greenhouse gas emissions. Any significant, sustained increase in energy costs could result in increases in our capital expenditures, operatingexpenses, and costs of important raw materials resulting in an adverse effect on our results of operations and financial condition. The potential physical impacts of climate change on our operations are highly uncertain, and will be particular to the geographic circumstances. These effects mayadversely influence the cost, production, and financial performance of our operations. The European Union has adopted Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to theprocessing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”), which will become effective on May 25, 2018. Othernations are similarly enacting new or updated privacy laws and regulations. It is still unclear how these privacy laws will impact our operations, but we expect thatsubstantial resources will be required to conform our operations to comply with these laws. Brexit adds additional uncertainty in one of our key markets On June 23, 2016, the United Kingdom (U.K.) held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit” and the U.K. PrimeMinister has delivered a notice of withdrawal to the E.U. As a result, the British government is negotiating the terms of the U.K.’s future relationship with the E.U. Although it is unknown what those terms will be, it is possible that there will be greater restrictions on imports and exports between the U.K. and E.U. countries andincreased regulatory complexities. These changes may adversely affect our operations and financial results. - 16 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT17 Table of Contents Our results may be negatively affected by foreign currency exchange rates We conduct business in several international currencies through our worldwide operations and, as a result, are subject to foreign exchange exposure due to changes inexchange rates of the various currencies. Volatility in exchange rates can affect our sales, gross margins, and stockholders’ equity both positively and negatively. In orderto minimize the effects of movements in currency exchange rates, we enter into forward exchange contracts to hedge external and intercompany foreign currencytransactions. In addition, we attempt to minimize currency exposure risk by producing our products in the same country or region in which the products are sold, therebygenerating revenues and incurring expenses in the same currency. There can be no assurance that our approach will be successful, especially in the event of a significantand sudden decline in the value of any of the international currencies of our worldwide operations. We do not engage in purchasing forward exchange contracts forspeculative purposes. A significant portion of our cash, cash equivalents, and short-term investments are held by our non-U.S. subsidiaries We generate a significant amount of cash and profits from our non-U.S. subsidiaries. Approximately 71% of our cash and investment securities are held by our foreignsubsidiaries. The Tax Cuts and Jobs Act (“TCJA”), enacted on December 22, 2017, transitions the U.S. from a worldwide tax system to a territorial tax system. Under previous law,companies could indefinitely defer U.S. income taxation on unremitted foreign earnings. The TCJA imposes a one-time transition tax on deferred foreign earnings of 15.5%for liquid assets and 8% for illiquid assets, payable in defined increments over eight years. As a result of this requirement, we expect to pay approximately $75.7 million overan eight year period, net of estimated applicable foreign tax credits. As a result, previously deferred foreign earnings may now be repatriated to the United States without additional U.S. federal taxation. However, any such repatriationcould incur withholding and other foreign taxes in the source and intervening foreign jurisdiction. Our operating results may be adversely affected by non-U.S. operations We have significant international operations and our operating results and financial condition could be adversely affected by economic, political, health, regulatory,and other circumstances existing in foreign countries in which we operate. International manufacturing and sales are subject to inherent risks, including productiondisruption by employee union or works council actions, changes in local economic or political conditions, the imposition of currency exchange restrictions, unexpectedchanges in regulatory environments, potentially adverse tax law changes, changes in trade, import or export laws and regulations, and the exchange rate risk discussedabove. Further, we have operations, suppliers, and customers in countries that are in the Pacific Basin which may be more susceptible to certain natural disasters, includingearthquakes, tsunamis, and typhoons. Although we have operations around the world, a significant natural event could disrupt supply or production or significantly affectthe market for some or all of our products. There can be no assurance that these factors will not have an adverse impact on our production capabilities or otherwiseadversely affect our business and operating results. In addition to specific country risks, our operations and sales are dependent on an integrated global operation. As a result, disruptions resulting from inter-governmental trade disputes, imposition of tariffs, imposition of trade sanctions, and direct conflict in locations such as the Korean peninsula could adversely affect ouroperations, growth, or profitability. Our products are subject to stringent specifications and operating tolerances All of our products are built to specifications and tested for adherence to such specifications before shipment to customers. We warrant that our products will meetsuch specifications. In the past, we have not incurred significant warranty claims. However, we have seen an increasing trend in the marketplace for claims related to endmarket product application failures or end-user recall or damage claims related to product defects, which could result in future claims that have an adverse impact on ourresults of operations. Our ability to maintain our competitiveness depends, in part, on our maintaining the proprietorship of our technology We will protect our proprietary rights as long as our proprietary technologies are maintained as trade secrets or are covered by recognized patents. We properly applyfor, and will continue to apply for, patents covering our technologies. However, each patent application may not result in a successful patent issuance and competitors maydevelop similar, alternative, or new technologies, which reduce the positive impact of our patents. In addition, competitors may challenge our patents, as has happened inthe past, or seek to invalidate them, or operate in certain countries who do not recognize our legal patent rights. The protection of intellectual property involves multiplelegal and factual issues, which makes the process difficult and potentially expensive. - 17 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT18 Table of Contents We will vigorously defend our patent and intellectual property rights and may be involved in future litigation alleging our infringement of such rights from others. Wemay seek various remedies to resolve these claims, including the offering or purchasing of licenses in an acceptable manner. An unfavorable outcome regarding theserights could have an adverse effect on our business and our results of operations. Fluctuations in the market values of our investment portfolio could adversely affect our financial condition and operating results Although we have not recognized any material losses related to our cash equivalents, short-term investments, or long-term investments, future declines in the marketvalues of such investments could have an adverse effect on our financial condition and operating results. Given the global nature of our business, we have investmentsboth domestically and internationally. Additionally, a portion of our overall investment portfolio includes investment securities in the financial sector. If the issuers of suchinvestments default on their obligations or their credit ratings are negatively impacted by liquidity, credit deterioration or losses, poor financial results, or other factors, thevalue of our cash equivalents, short-term investments, and long-term investments could decline and have an adverse effect on our financial condition and operatingresults. In addition, our ability to find investments that are both safe and liquid and that provide a reasonable return may be impaired. This could result in lower interestincome and/or higher other-than-temporary impairments. Credit risk on our accounts receivable could adversely affect our financial condition and operating results Our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our tradereceivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have an adverse effect on our financial conditionand operating results. Counterparty non-performance to derivative transactions could adversely affect our financial condition and operating results We evaluate the credit quality of potential counterparties to derivative transactions and only enter into agreements with those deemed to have minimal credit risk at thetime the agreements are executed. Our foreign exchange hedge portfolio is diversified across several credit line banks and we carefully monitor the amount of exposure wehave with any given bank. We also periodically monitor changes to counterparty credit quality as well as our concentration of credit exposure to individual counterparties.In some cases, we have master netting agreements that help reduce the risk of counterparty exposures. We do not hold or issue derivative financial instruments for tradingor speculative purposes. Nevertheless, a credit crisis could have an impact on our hedging contracts if our counterparties are forced to file for bankruptcy or are otherwiseunable to perform their obligations. If we are required to terminate hedging contracts prior to their scheduled settlement dates, we may be required to recognize losses thatcould have an adverse effect on our financial condition and operating results. Returns on pension and retirement plan assets and interest rate changes could affect our operating results The funding position of our defined benefit pension plans is influenced by the performance of the financial markets, and the discount rate used to calculate ourpension obligations for funding and expense purposes. In the past, declines in the financial markets have negatively affected the value of the assets in our defined benefitpension plans. In addition, lower discount rates for actuarial purposes may result in increased pension contributions and expense. Funding obligations are generally determined under government regulations and measured periodically based on the value of the assets and liabilities determined on aspecific date. If the financial markets do not provide the expected long-term returns, we could be required to make larger contributions. The financial markets can be, and inthe recent past have been, very volatile, and therefore our estimate of future contribution requirements can change at any time. In a low interest rate environment, thelikelihood of higher contributions in the future increases. We may not generate sufficient future taxable income, which may require additional valuation allowances against our deferred tax assets As part of the process of preparing our consolidated financial statements, we are required to estimate our tax assets and liabilities in each of the jurisdictions in whichwe operate. This process involves management estimating the actual current tax liabilities together with assessing temporary differences resulting from different treatmentof items for tax and accounting purposes. These differences result in deferred tax assets and liabilities that are included within our consolidated balance sheet. We assess the likelihood that our deferred tax assets will be recoverable as a result of future taxable income and, to the extent we believe that recovery is not morelikely than not, we establish a valuation allowance. - 18 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT19 Table of Contents We have recorded valuation allowances due to uncertainties related to our ability to realize some of our deferred tax assets, primarily consisting of certain net operatinglosses carried forward before they expire. The valuation allowances are based on our estimates of future taxable income over the periods that our deferred tax assets will berecoverable. We also record provisions for certain foreign and domestic federal and state tax contingencies based on the likelihood of obligation, when needed. In the normalcourse of business, we are subject to challenges from U.S. and foreign tax authorities regarding the amount of taxes due. These challenges may result in adjustments to thetiming or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing factsand circumstances may influence our ability to utilize tax benefits as well as the estimated taxes to be paid in future periods. In the event that actual results differ from ourestimates, we may need to adjust tax accounts and related payments, which could materially affect our financial condition and results of operations. If we are unable to generate sufficient future taxable income in certain jurisdictions, or if there is a significant change in the actual tax rates or the time period withinwhich the underlying temporary differences become taxable or deductible, we could be required to increase our valuation allowances resulting in an increase in oureffective tax rate and have an adverse impact on future operating results. We are increasingly dependent on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks, ornetwork security breaches our operations could be disrupted and we could incur significant costs and reputational harm as a result We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information; to manage avariety of business processes and activities; and to comply with regulatory, legal, and tax requirements. We also depend on our information technology infrastructure fordigital marketing and sales activities and for electronic communications among our locations, personnel, customers, and suppliers around the world. Many of theinformation technology systems used by us globally have been in place for many years and not all hardware and software is currently supported by vendors. Theseinformation technology systems are susceptible to damage, disruptions, or shutdowns due to failures during the process of upgrading or replacing software, databases orcomponents thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, or catastrophic events. Ifour information technology systems suffer severe damage, disruption, or shutdown and our business continuity plans do not effectively resolve the issues in a timelymanner, our product sales, financial condition, and results of operations may be materially affected, and we could experience delays in reporting our financial results. Third-party service providers, such as distributors, subcontractors, vendors, and data processors have access to certain portions of our sensitive data. In the eventthat these service providers do not appropriately protect our data, the result could be a security breach or loss of our data. Any such loss of data by our third-party serviceproviders could have a material adverse impact on our business and results of operations. In addition, if we are unable to prevent security breaches, we may suffer financial and reputational damage or penalties because of the unauthorized disclosure ofconfidential information belonging to us or to our customers or suppliers. In addition, the disclosure of non-public sensitive information through external media channelscould lead to the loss of intellectual property or damage our reputation and brand image. We are also in the process of converting certain information technology networks and systems and consolidating certain global systems. If such projects fail, or ifunexpected technical difficulties arise, our operations and financial systems could be adversely affected. Further, we could incur additional costs or require additionaltechnical support to resolve such difficulties. Changes in global geopolitical and general economic conditions and other factors beyond our control may adversely affect our business The following factors beyond our control could adversely affect our business: ●A global economic slowdown affecting any one, or all, of our markets. ●Rapid escalation of the cost of regulatory compliance and litigation. ●Unexpected government policies and regulations affecting us or our significant customers’ sales or production facilities. ●Regional conflicts or actions, including, but not limited to, armed conflict and trade wars that could affect our, or our customer's or vendor's, production anddelivery capabilities. ●Unforeseen interruptions to our business with our significant customers and suppliers resulting from labor strikes, financial instabilities, computer malfunctions,environmental disruptions, natural disasters, inventory excesses or other unforeseen events or circumstances. We operate in a continually changing business environment and new factors emerge from time to time. Other unknown and unpredictable factors also could haveeither adverse or positive effects on our future results of operations or financial condition. Item 1B.Unresolved Staff Comments None. - 19 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT20 Table of Contents Item 2.Properties Our fixed assets include manufacturing plants, warehouses, and machinery and equipment. In many instances, the machinery and equipment have been manufacturedto our specifications and/or have special adaptations. Our plants, warehouses, machinery, and equipment are in good operating condition and are well maintained.Substantially all of our facilities are in regular use. We consider the present level of fixed assets, along with planned capital expenditures, as suitable and adequate for ouroperations in the current business environment. Excluding acquisition related spending, our capital expenditures for plant and equipment were $48.1 million in fiscal 2016,$66.3 million in fiscal 2017 and $100.5 million in fiscal 2018. We believe that our facilities are suitable and adequate for the business conducted therein and are being utilized appropriately for their intended purposes. Utilizationof the facilities varies based on demand for the products. We continuously review our anticipated requirements for facilities and, based on that review, may from time totime construct, acquire, or lease additional facilities and/or dispose of existing facilities. AVX manufactures products worldwide to support the Commercial, Automotive, Aerospace, Medical, and other markets. The appropriate ISO standard based onmarket requirements are in place and include but are not limited to ISO9001, AS9100 and ISO13485. Virtually all of our manufacturing, research and development, and warehousing facilities could at any time be involved in the manufacturing, sale, or distribution ofelectronic components, interconnect, sensing and control device products or resale products. The following is a list of our significant facilities and related information. LocationApproximateSquare Footage Type ofInterest Description of UseUNITED STATES Fountain Inn, SC370,000 Owned Headquarters/Manufacturing/Warehouse/ResearchBiddeford, ME72,000 Owned ManufacturingHuntington Station, NY73,600 Owned Manufacturing/ResearchJacksonville, FL100,000 Owned ManufacturingMyrtle Beach, SC150,000 Owned Manufacturing NON U.S. Salzburg, Austria80,800 Owned Warehouse/Research/DevelopmentTianjin, China520,000 Owned ManufacturingBzenec, Czechia200,000 Owned ManufacturingLanskroun, Czechia542,000 Owned Manufacturing/ResearchUherske Hradiste, Czechia336,000 Owned ManufacturingSan Salvador, El Salvador420,000 Owned ManufacturingSaint-Apollinaire, France322,000 Leased Manufacturing/ResearchBetzdorf, Germany111,000 Owned ManufacturingWerne, Germany192,000 Owned Manufacturing/Research/DevelopmentJerusalem, Israel88,000 Leased Manufacturing/ResearchAdogawa, Japan206,000 Owned Manufacturing/Research/WarehousePenang, Malaysia190,000 Owned Manufacturing/ResearchJuarez, Mexico218,000 Owned ManufacturingColeraine, N. Ireland185,000 Owned Manufacturing/ResearchTimisoara, Romania172,400 Leased Manufacturing/WarehouseBac Ninh, Vietnam108,500 Leased Manufacturing/Administration In addition to the foregoing, we have many other less significant manufacturing, research, warehouse, sales office, and administrative office locations throughout theworld. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities, if necessary. - 20 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT21 Table of Contents Item 3.Legal Proceedings See “Environmental Matters” in "Item 1. Business" elsewhere in this Form 10-K for a discussion of our involvement as a PRP at certain environmental clean-up sites. On April 25, 2013, AVX was named as a defendant in a patent infringement case filed in the United States District Court for the District of Delaware captionedGreatbatch, Inc. v. AVX Corporation. This case alleged that certain AVX products infringe on one or more of six Greatbatch patents. On January 26, 2016, the jury returneda verdict in favor of the plaintiff in the first phase of a segmented trial and a mixed verdict in the second phase of a segmented trial, and found damages to Greatbatch in theamount of $37.5 million. The damages award was later vacated by the court on March 30, 2018. Profit from operations for the year ended March 31, 2018 reflects a favorableaccrual adjustment of $1.5 million related to this patent infringement case. The amount of damages will be subject to further legal proceedings including a potential trial ondamages, which we would expect to occur in fiscal 2019. AVX is continuing to litigate the case. On September 2, 2014, a subsidiary of AVX, American Technical Ceramics (“ATC”), was named as a defendant in a patent infringement case filed in the United StatesDistrict Court of the Southern District of California captioned Presidio Components, Inc. v. American Technical Ceramics Corp. This case alleged that certain ATCproducts infringe on a Presidio patent. On April 18, 2016, the jury returned a verdict in favor of the plaintiff and found damages to Presidio. On August 17, 2016, the courtissued a permanent injunction prohibiting ATC from manufacturing or selling the related products after November 16, 2016. Subsequently, on October 21, 2016, the FederalCircuit Court granted AVX’s request for a stay of the permanent injunction whereby ATC was allowed to continue to sell the disputed product until March 17, 2017 toanyone who was a customer prior to June 17, 2016. Any sales subsequent to November 16, 2016 pursuant to the stay of the permanent injunction were subject to courtmandated intellectual property damages for each product sold. In December, 2017, a panel of the Federal Circuit vacated the damage award to Presidio, vacated theinjunction, and remanded the case for further proceedings to determine damages limited to “reasonable royalties” and to reconsider the requested injunction in light of itsopinion and any additional facts. As of March 31, 2018, we had total reserves of $76.5 million plus accrued interest in accrued expenses with respect to the two intellectual property cases discussedabove. The amounts recorded are based on estimated outcomes. Amounts recorded are reviewed periodically and adjusted to reflect additional information that becomesavailable. Accordingly, the actual costs related to these cases could differ from our current estimates. During calendar year 2014, AVX was named as a co-defendant in a series of cases filed in the United States and in the Canadian provinces of Quebec, Ontario, BritishColumbia, Saskatchewan and Manitoba alleging violations of United States, state and Canadian antitrust laws asserting that AVX and numerous other companies wereparticipants in alleged price-fixing in the capacitor market. The cases in the United States were consolidated into the Northern District of California on October 2, 2014.Some plaintiffs have broken off from the United States class action and filed actions on their own, although AVX is not named in all of these independent actions. Thecases in Canada have not been consolidated. All of these cases are still in progress. AVX believes it has meritorious defenses and intends to vigorously defend the cases. We are involved in other disputes, warranty claims, and legal proceedings arising in the normal course of business. While we cannot predict the outcome of theseother disputes and proceedings, we believe, based upon a review with legal counsel, that none of these other disputes or proceedings will have a material impact on ourfinancial position, results of operations, comprehensive income (loss), or cash flows. However, we cannot be certain of the eventual outcome in these or other matters thatmay arise and their potential impact on our financial position, results of operations, comprehensive income (loss), or cash flows. Item 4.Mine Safety Disclosures Not applicable. - 21 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT22 Table of Contents PART II Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Common Stock Our common stock is listed on the New York Stock Exchange and trades under the symbol “AVX.” At May 15, 2018, there were 282 holders of record of the Company'scommon stock. In addition, there were numerous beneficial holders of the common stock, representing persons whose stock is held in nominee or “street name” accountsthrough brokers. The following table presents the high and low sale prices for our common stock on the New York Stock Exchange and the dividends declared per commonshare for each quarter for the fiscal years ended March 31, 2017 and March 31, 2018. Future dividends, if any, will be determined by the Company’s Board of Directors andmay depend on the Company’s future profitability and anticipated operating cash requirements. Common Stock Price Range Dividends Declared 2017 2018 Per Share High Low High Low 2017 2018 First Quarter $14.24 $11.77 $17.72 $15.85 $0.105 $0.110 Second Quarter 14.14 13.04 18.44 16.12 0.105 0.110 Third Quarter 16.07 13.58 20.22 16.92 0.110 0.115 Fourth Quarter 16.65 15.38 19.55 16.25 0.110 0.115 The name, address, and phone number of our stock transfer agent and registrar is: The American Stock Transfer and Trust Company, LLC6201 15th AvenueBrooklyn, NY 112191-718-921-8300 - 22 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT23 Table of Contents Stock Performance Graph The following chart shows, from the end of fiscal year 2013 to the end of fiscal year 2018, changes in the value of $100 invested in each of the Company’s commonstock, Standard & Poor’s 500 Composite Index, and a peer group consisting of two companies whose businesses are representative of our business segments. Thecompanies in the peer group are Kemet Corporation and Vishay Intertechnology, Inc. Cumulative Total Return 3/31/13 3/31/14 3/31/15 3/31/16 3/31/17 3/31/18 AVX - NYSE $100 $114 $127 $115 $155 $161 S & P 500 $100 $122 $137 $140 $164 $187 Peer Group $100 $108 $99 $85 $138 $168 Purchases of Equity Securities by the Issuer On October 17, 2007, the Board of Directors of the Company authorized the repurchase of up to 5,000,000 shares of our common stock from time to time on the openmarket. The repurchased shares are held as treasury stock and are available for general corporate purposes. The Company did not repurchase any shares during fiscal 2018.As of March 31, 2018, there were 3,067,074 shares that may be repurchased under this program. - 23 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT24 Table of Contents Item 6.Selected Financial Data The following table sets forth selected consolidated financial data for AVX for the five preceding fiscal years ended March 31. The selected consolidated financial datafor the five fiscal years ended March 31 are derived from AVX’s audited consolidated financial statements. The consolidated financial data set forth below should be read inconjunction with AVX’s consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” included elsewhere in this Form 10-K. Selected Financial Data(in thousands, except per share data) Fiscal Year Ended March 31, 2014 2015 2016 2017 2018 OPERATING RESULTS DATA: Net sales $1,442,604 $1,353,228 $1,195,529 $1,312,661 $1,562,474 Cost of sales 1,163,770 1,024,659 906,460 1,027,906 1,243,612 Gross profit 278,834 328,569 289,069 284,755 318,862 Selling, general and administrative expenses 119,670 115,820 119,767 117,598 140,528 Legal and environmental charges - - 45,318 3,600 (1,500)Profit from operations 159,164 212,749 123,984 163,557 179,834 Interest income 4,899 4,554 5,003 7,381 12,778 Other, net (706) 1,296 3,165 4,011 (299)Income before income taxes 163,357 218,599 132,152 174,949 192,313 Provision for (benefit from) income taxes 36,320 (7,272) 30,617 49,164 187,403 Net income $127,037 $225,871 $101,535 $125,785 $4,910 Income per share: Basic $0.75 $1.34 $0.61 $0.75 $0.03 Diluted $0.75 $1.34 $0.60 $0.75 $0.03 Weighted average common shares outstanding: Basic 168,473 168,148 167,797 167,506 168,262 Diluted 168,658 168,402 167,961 167,837 168,925 Cash dividends declared per common share $0.37 $0.41 $0.42 $0.43 $0.45 As of March 31, 2014 2015 2016 2017 2018 BALANCE SHEET DATA: Working capital $1,606,789 $1,478,243 $1,506,589 $1,620,337 $1,407,161 Total assets 2,384,988 2,459,015 2,409,819 2,477,413 2,672,766 Stockholders' equity 2,047,685 2,131,963 2,177,106 2,216,479 2,243,443 Fiscal Year Ended March 31, 2014 2015 2016 2017 2018 OTHER DATA: Capital expenditures $26,805 $26,599 $48,103 $66,288 $100,537 Research, development and engineering expenses 26,240 25,390 28,300 30,946 41,778 - 24 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT25 Table of Contents Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview AVX Corporation is a leading worldwide manufacturer, supplier, and reseller of a broad line of electronic components and interconnect, sensing and control devices,and related products. These products manufactured or resold by AVX are used in virtually all types of end use products, including those in telecommunications,automotive, transportation, energy harvesting, consumer electronics, military/aerospace, medical, computer, and industrial markets. We have five main product groups:Ceramic Components; Tantalum Components; Advanced Components; Interconnect, Sensing and Control Devices (formerly AVX Interconnect); and Kyocera ElectronicDevices (“KED”). These product lines are organized into three reportable segments: Electronic Components, Interconnect, Sensing and Control Devices, and KED Resale. Consolidated revenues for the fiscal year ended March 31, 2018 were $1,562.5 million compared to consolidated revenues of $1,312.7 million for the fiscal year endedMarch 31, 2017. During fiscal 2018, we saw an increase in sales due to a number of factors, including the effect of acquisitions and higher volumes across almost all of ourproduct groups resulting from improved global market conditions reflective of higher overall demand, primarily in the automotive, defense, industrial, and networkingmarkets. The increase in revenue includes sales of $193.3 million in our Interconnect, Sensing and Control Devices segment and $12.7 million in our Electronic Componentssegment that are attributable to our acquisition of the AB Electronic sensing and control business ("S&C") and Ethertronics, Inc. ("Ethertronics"), respectively. In addition,approximately $42.5 million of the increase in revenues is a result of the currency movement due to the strength of the Japanese Yen and Euro in relation to the U.S. Dollarwhen compared to the same period last year. Profit from operations for the year ended March 31, 2018 reflects a favorable accrual adjustment of $1.5 million related to an ongoing patent infringement case. Profit from operations for the fiscal year ended March 31, 2017 includes post judgment charges of $34.9 million related to intellectual property damages awardsresulting from litigation with respect to a patent infringement case filed in the United States District Court for the Southern District of California by Presidio Components,Inc. (“Presidio”). Net sales for the fiscal year ended March 31, 2017 includes $21.4 million from increased sales prices related to the affected products which have the effectof partially offsetting the effect of court awarded damages on all pre- and post-verdict sales of the product subject to the intellectual property damages awards, resulting ina net impact on profit from operations of $13.5 million for fiscal 2017. Additionally, profit from operations for the fiscal year ended March 31, 2017 reflects a charge of $3.6 million related to estimated environmental remediation costsresulting from legacy environmental issues at an inactive property. Profit from operations for the fiscal year ended March 31, 2016 reflects charges of $45.3 million, of which $37.8 million is related to amounts awarded in patentinfringement cases and $7.5 million is related to the settlement of certain litigation involving legacy environmental issues. In fiscal 2018, we generated $195.5 million of cash from operating activities. We used cash generated from operations to fund $83.1 million of general working capitalrequirements and $100.5 million of property and equipment purchases. We continued to use our resources to provide value to our stockholders by paying $290.3 million,net of cash and debt acquired, in connection with the two business acquisitions and dividends of $75.7 million during fiscal year 2018. Our financial position remains strongwith approximately $827.2 million of cash, cash equivalents, and securities investments and no borrowings as of March 31, 2018. We remain committed to investing in new products and improvements to our production facilities, manufacturing capacity and processes as well as continuedinvestment in research, development, and engineering in order to provide our customers with new generations of electronic component and interconnect, sensing andcontrol solutions. We are currently producing sophisticated electronic components and other devices necessitated by the breadth and increase in functionality of theelectronics included in products such as cellular phones, wearable electronic devices, tablets, ultrabooks, netbooks, automobiles, planes, industrial equipment, medicaldevices, and renewable energy products that are manufactured by our customers. We have continued to focus on the sale of value-added electronic components andinterconnect, sensing and control solutions to serve these expanding markets and enhance our operating margins. We are also focused on controlling and reducing coststo accommodate market sales price forces and offset rising operating costs. We do this by investing in automated manufacturing technologies, enhancing manufacturingmaterials and efficiencies, and rationalizing our production capabilities around the world. We believe that these strategies enable us to adapt quickly and benefit as marketconditions change in order to provide stockholder value. - 25 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT26 Table of Contents During the fiscal year ended March 31, 2018 we completed two acquisitions. We may consider additional strategic acquisitions of other companies or businesses in thefuture in order to expand our product offerings or otherwise improve our market position and cost structure. We evaluate potential acquisitions in order to positionourselves to take advantage of profitable growth opportunities. Outlook Near-Term: With uncertain global geopolitical and economic conditions, it is difficult to quantify expectations for fiscal 2019. Near-term results for us will depend on the impact ofthe overall global geopolitical and economic conditions and their impact on telecommunications, information technology hardware, automotive, consumer electronics, andother electronic markets as well as our effectiveness in integrating our acquisitions. Looking ahead, visibility is low and forecasting is a challenge in this uncertain andvolatile market. We expect to see typical sales price pressure in the markets we serve due to competitive activity. In response to anticipated market conditions, we expect tocontinue to focus on cost management and product line rationalization to maximize earnings potential. We also continue to focus on process improvements and enhancedproduction capabilities in conjunction with our focus on the sales of value-added electronic components to support today’s advanced electronic use products. If currentglobal geopolitical and economic conditions worsen, the overall impact on our customers as well as end-user demand for electronic products could have a significantadverse impact on our near-term results. In December 2016, Kyocera notified AVX pursuant to the Products Supply and Distribution Agreement of its intent, effective January 1, 2018, to market itsmanufactured electronic and interconnect products globally using Kyocera’s sales force rather than continuing to have AVX resell such products in the Americas, Europeand Asia. Kyocera will pay commissions to AVX on sales by Kyocera, in the applicable territories, of products designed into customer applications by AVX prior toJanuary 1, 2018 of 2.0% in calendar year 2018, 1.5% in calendar year 2019, and 1.0% in calendar year 2020. Sales of Kyocera resale products were $296.3 million and relatedoperating profit was $18.2 million for the fiscal year ended March 31, 2018. In February 2017, AVX notified Kyocera pursuant to the Products Supply and Distribution Agreement of its intent, effective April 1, 2018, to market its manufacturedproducts in Japan using AVX’s sales force rather than continuing to have Kyocera resell such products in this territory. AVX will pay commissions to Kyocera on sales byAVX, in the applicable territory, of products designed into customer applications by Kyocera prior to April 1, 2018 of 2.0% in fiscal year 2019, 1.5% in fiscal year 2020, and1.0% in fiscal year 2021. Sales of AVX resale products by Kyocera were $21.9 million for the fiscal year ended March 31, 2018. On October 2, 2017, AVX completed its acquisition of S&C for $162.1 million, net of cash acquired. The purchase includes S&C’s subsidiaries located in Austria, China,Germany, India, Mexico, Romania, South Korea, the U.K., and the U.S., including R&D, manufacturing and sales office locations. On January 31, 2018, AVX completed its acquisition of Ethertronics for $128.2 million in cash, net of cash and debt acquired, subject to customary post-closingadjustments. Ethertronics operates facilities in six locations in China, South Korea, Vietnam, France, Taiwan, and the Americas, comprising R&D, manufacturing and salesoffice locations. Long-Term: Although there is uncertainty in the near-term market as a result of the current global geopolitical and economic conditions, we continue to see opportunities for long-term growth and profitability improvement due to: (a) a projected increase in the long-term worldwide demand for more sophisticated electronic end use products, whichrequire electronic components and interconnect, sensing and control devices such as the ones we sell, (b) cost reductions and improvements in our production processes,and (c) opportunities for growth in our Electronic Components and Interconnect, Sensing and Control Devices product lines due to advances in component design and ourproduction capabilities and capacity. We have fostered our financial health and the strength of our balance sheet putting us in a good position to react to changes in themarketplace as they occur. We remain confident that our strategies will enable our continued long-term success. - 26 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT27 Table of Contents Results of Operations Year Ended March 31, 2018 compared to Year Ended March 31, 2017 Net sales for the fiscal year ended March 31, 2018 were $1,562.5 million compared to $1,312.7 million for the fiscal year ended March 31, 2017. The table below represents product group revenues for the fiscal years ended March 31, 2016, 2017, and 2018. Fiscal Year Ended March 31, Sales revenue (in thousands) 2016 2017 2018 Ceramic Components $176,502 $188,568 $226,204 Tantalum Components 311,888 314,723 366,194 Advanced Components 333,693 372,279 346,459 Total Electronic Components 822,083 875,570 938,857 Interconnect, Sensing and Control Devices 111,609 118,163 327,301 KCP Resale Connectors 23,751 30,027 36,090 KDP and KCD Resale 238,086 288,901 260,226 Total KED Resale 261,837 318,928 296,316 Total Revenue $1,195,529 $1,312,661 $1,562,474 Electronic Component sales were $938.9 million for the fiscal year ended March 31, 2018 compared to $875.6 million during the fiscal year ended March 31, 2017. Thesales increase in Electronic Components product sales was driven by increased volume in our Ceramic and Tantalum Components across most markets resulting fromfavorable global market conditions and increased demand for our electronic component products resulting from technological advances across a broad range of industries,including Internet of Things related products, industrial, telecommunications and automotive markets. Fiscal year 2018 sales also included $12.7 million of Ethertronicsproduct sales. These increases were partially offset by sales decreases in our Advanced Components group primarily due to a reduction in sales of certain advancedceramic capacitors which were the subject of intellectual property litigation whereby our sales of those products essentially ended in March of 2017. Total Interconnect, Sensing and Control Devices product sales, including KCP Resale connectors, were $363.4 million in the fiscal year ended March 31, 2018 comparedto $148.2 million during the fiscal year ended March 31, 2017. This increase is attributable to the additional sales resulting from our S&C acquisition which accounted for$193.3 million of the increased sales and increased demand in the U.S. and European automotive markets when compared to the fiscal year ended March 31, 2017. KDP and KCD Resale sales were $260.2 million for the fiscal year ended March 31, 2018 compared to $288.9 million during the fiscal year ended March 31, 2017. Thisdecrease is primarily a result of the planned phase out of KDP and KCD Resale products resulting from the previously announced decision by Kyocera to market itsmanufactured electronic component and interconnect products globally using Kyocera’s sales force rather than continuing to have AVX resell such products startingJanuary 1, 2018. Our sales to independent electronic distributors represented 42.7% of total net sales for the fiscal year ended March 31, 2018, compared to 44.5% for fiscal year endedMarch 31, 2017. Our S&C device sales are primarily direct to OEM customers, which led to the decrease in our distributor sales percentage when compared to the sameperiod last year. Overall, distributor sales activity increased when compared to the same period last year as distributors increased order activity throughout the year inresponse to improved end-market demand and extended product delivery lead times. This increase in distributor activity is reflective of the increased customer demand, amore balanced inventory pipeline, and steadily improving market conditions. Our sales to distributor customers involve specific ship and debit and stock rotation programsfor which sales allowances are recorded as reductions in sales. As a result of the increased distributors’ customer sales volume, such allowance charges increased to $30.5million, or 4.6% of gross sales to distributor customers, for the fiscal year ended March 31, 2018 compared to $25.5 million, or 4.4% of gross sales to distributor customers,for the fiscal year ended March 31, 2017. Applications under such programs for fiscal years ended March 31, 2018 and 2017 were approximately $29.4 million and $24.9million, respectively. - 27 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT28 Table of Contents With the addition of S&C, whose sales are currently concentrated in Europe, the regional sales percentages of our total sales in the fiscal year ended March 31, 2018decreased in the Asian and American regions while increasing in the European region compared to the fiscal year ended March 31, 2017. Sales in the Asian, American, andEuropean regions represented 37.2%, 25.6% and 37.2% of total sales, respectively, for the fiscal year ended March 31, 2018. This compares to 44.1%, 29.1% and 26.8% oftotal sales for the Asian, American, and European regions in the prior year, respectively. As a result of the movement of the U.S. dollar against certain foreign currencies,reported sales for the fiscal year ended March 31, 2018 were favorably impacted by approximately $42.5 million when compared to the prior year. Gross profit in the fiscal year ended March 31, 2018 was $318.9 million, compared to gross profit of $284.8 million in the fiscal year ended March 31, 2017. This overallincrease in dollars is primarily attributable to higher sales. Gross profit as a percentage of sales for the fiscal year ended March 31, 2017 was 21.7% compared to 20.4% forthe fiscal year ended March 31, 2018. The decline in gross profit as a percentage of sales is reflective of the sale of higher margin advanced ceramic capacitors during thefiscal year ended March 31, 2017 which were the subject of intellectual property litigation and were not being sold by us during the fiscal year ended March 31, 2018. Forthe fiscal year ended March 31, 2017, gross profit was negatively impacted by charges of approximately $34.9 million related to sales of those advanced ceramic capacitorssubject to the intellectual property litigation discussed above, partially offset by $21.4 million from increased sales prices related to the affected products. In addition, weincurred increased costs of $4.2 million during the second half of the fiscal year ended March 31, 2018 for the effects of purchase accounting adjustments to inventory andfixed assets related to the S&C and Ethertronics acquisitions. For the fiscal year ended March 31, 2018, gross profit due to currency movement were unfavorably impactedby approximately $1.2 million when compared to the previous fiscal year. Selling, general, and administrative expenses for the fiscal year ended March 31, 2018 were $140.5 million, or 9.0% of net sales, compared to $117.6 million, or 9.0% ofnet sales, for the fiscal year ended March 31, 2017. The overall increase in these expenses is primarily due to higher selling expenses resulting from the increase in sales and$3.6 million of amortization of intangible assets related to the S&C and Ethertronics acquisitions. On September 2, 2014, a subsidiary of AVX, American Technical Ceramics (“ATC”), was named as a defendant in a patent infringement case filed in the United StatesDistrict Court of the Southern District of California captioned Presidio Components, Inc. v. American Technical Ceramics Corp. This case alleged that certain ATCproducts infringe on a Presidio patent. On April 18, 2016, the jury returned a verdict in favor of the plaintiff and found damages to Presidio. On August 17, 2016, the courtissued a permanent injunction prohibiting ATC from manufacturing or selling the related products after November 16, 2016. Subsequently, on October 21, 2016, the FederalCircuit Court granted AVX’s request for a stay of the permanent injunction whereby ATC was allowed to continue to sell the disputed product until March 17, 2017 toanyone who was a customer prior to June 17, 2016. Any sales subsequent to November 16, 2016 pursuant to the stay of the permanent injunction were subject to courtmandated intellectual property damages for each product sold. In December, 2017, a panel of the Federal Circuit vacated the damage award to Presidio, vacated theinjunction, and remanded the case for further proceedings to determine damages limited to “reasonable royalties” and to consider the requested injunction in light of itsopinion and any additional facts. The case is ongoing. Additionally, on January 26, 2016, in a patent infringement case filed in the United States District Court for the District of Delaware captioned Greatbatch, Inc. v. AVXCorporation the jury returned a verdict in favor of the plaintiff and found damages to the plaintiff in the amount of $37.5 million, which was recorded in fiscal 2016. Thatverdict was later vacated by the Court on March 30, 2018. Profit from operations for the year ended March 31, 2018 reflects a favorable accrual adjustment of $1.5 millionrelated to this patent infringement case. The amount of damages will be subject to further legal proceedings including a potential trial on damages some time in fiscal 2019.In addition, during the fiscal year ended March 31, 2017, we accrued a $3.6 million estimated charge related to new environmental remediation activities related to a legacyenvironmental issue at a site referred to as the “Aerovox Site,” located in New Bedford, Massachusetts. Profit from operations for the fiscal year ended March 31, 2018 increased $16.2 million to $179.8 million compared to $163.6 million for the fiscal year ended March 31,2017. This increase is a result of the factors above. Other income, net was $12.5 million in fiscal year 2018 compared to $11.4 million in fiscal year 2017. This increase is primarily attributable to foreign exchange gainsresulting from currency fluctuations during the period, other income, net for the period ended March 31, 2017 includes a gain on the sale of an idle facility of $1.6 million inthe fiscal year ended March 31, 2017. The tax rate for the fiscal year ended March 31, 2018 was 97.4% compared to 28.1% for the fiscal year ended March 31, 2017. For the fiscal year ended March 31, 2018,compared to the fiscal year ended March 31, 2017, the increase in the tax rate is primarily a result of the Tax Cuts and Jobs Act (the “Act”) enacted in the U.S. on December22, 2017. Among numerous other provisions, the Act reduced the statutory U.S. corporation income tax rate from 35% to 21%, effective January 1, 2018. Excluding discreteitems, the tax rate for the fiscal year ended March 31, 2018 was 28.0% compared to 27.8% for the fiscal year ended March 31, 2017. - 28 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT29 Table of Contents The provision for income tax expense for the fiscal year ended March 31, 2018 was $187.4 million compared to $49.2 million for the fiscal year ended March 31, 2017. OnDecember 22, 2017, the Tax Cuts and Jobs Act was enacted in the U.S. Among numerous other provisions, the Act reduced the statutory U.S. corporation income tax ratefrom 35% to 21%, effective January 1, 2018. The Act also reduced or eliminated certain corporate tax deductions and provided for a transition from a worldwide to amodified territorial tax system for resident corporations and related corporate group members. The transition is accompanied by a one-time tax, effective December 31, 2017,on all U.S.-based corporate groups’ accumulated foreign earnings as yet untaxed by the U.S., assessed at a 15.5% rate on all such earnings held in cash or liquid assetpositions and at an 8% rate on all other non-liquid asset positions. This estimated one-time tax was recorded in the results for the quarter ended December 31, 2017, andwas approximately $75.7 million, which is payable in eight annual installments over an eight-year period, beginning in 2018. Also, in consideration of the Act, we havedetermined that it is no longer necessary to assert that cash and profits generated by our foreign subsidiaries will continue to be reinvested locallyindefinitely. Accordingly, in addition to the one-time tax estimate noted above, we also provided for estimated foreign withholding taxes of approximately $13.6 millionrelated to the potential distribution of such foreign earnings. In addition, on December 21, 2017, the French Parliament enacted the Finance Law for 2018, which reduces France’s statutory corporate tax rate from its present 33.33%to 25%, in stages over the next five years. This rate decrease resulted in an estimated net decrease in AVX’s French net deferred tax assets and liabilities of $14.2 million,which is also reflected as a discrete charge for the fiscal year ended March 31, 2018. As a result of the factors discussed above, net income for the fiscal year ended March 31, 2018 was $4.9 million compared to $125.8 million for the fiscal year endedMarch 31, 2017. Year Ended March 31, 2017 compared to Year Ended March 31, 2016 Net sales for the fiscal year ended March 31, 2017 were $1,312.7 million compared to $1,195.5 million for the fiscal year ended March 31, 2016. The table below represents product group revenues for the fiscal years ended March 31, 2015, 2016, and 2017. Fiscal Year Ended March 31, Sales revenue (in thousands) 2015 2016 2017 Ceramic Components $202,719 $176,502 $188,568 Tantalum Components 355,974 311,888 314,723 Advanced Components 359,315 333,693 372,279 Total Electronic 918,008 822,083 875,570 AVX Interconnect 134,610 111,609 118,163 KCP Resale Connectors 70,741 23,751 30,027 KDP and KCD Resale 229,869 238,086 288,901 Total KED Resale 300,610 261,837 318,928 Total Revenue $1,353,228 $1,195,529 $1,312,661 Electronic Component sales were $875.6 million for the fiscal year ended March 31, 2017 compared to $822.1 million during the fiscal year ended March 31, 2016. Thesales increase in Electronic Components product sales was driven by increased volume across all of our electronic component groups as a result of improved global marketconditions compared to the same period last year. Our Ceramic Components sales improvement is primarily due to increased activity in the cellular telecommunications andautomotive markets in addition to our focus on the sale of higher value capacitance components. Much of the sales increase in our Advanced Components was primarilyattributable to the accelerated sales, including $21.4 million from increased sales prices, of certain advanced ceramic capacitors at the request of our customers. Theseadvanced ceramic capacitors were the subject of intellectual property litigation discussed below. The increase in sales of our Tantalum Components is primarily driven byincreased demand in the telecommunications and industrial markets. Total connector sales, including AVX Interconnect products and KCP Resale Connectors, were $148.2 million in the fiscal year ended March 31, 2017 compared to$135.4 million during the fiscal year ended March 31, 2016. This increase is attributable to increased demand in the U.S. and European automotive and industrial markets. - 29 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT30 Table of Contents KDP and KCD Resale sales were $288.9 million for the fiscal year ended March 31, 2017 compared to $238.1 million during the fiscal year ended March 31, 2016. Thisincrease is primarily attributable to higher demand from our cellular device customers, in addition to a favorable currency impact on reported revenues when compared tothe same period in fiscal 2016 as the Japanese Yen strengthened against the U.S. Dollar. Our sales to independent electronic distributors represented 44.5% of total net sales for the fiscal year ended March 31, 2017, compared to 45.0% for fiscal year endedMarch 31, 2016. Overall, distributor sales increased when compared to the same period last year as distributors increased order activity and inventory intake during theyear. This increase is reflective of the distributors’ customer demand, a more balanced inventory pipeline and steadily improving market conditions. Our sales to distributorcustomers involve specific ship and debit and stock rotation programs for which sales allowances are recorded as reductions in sales. As a result of the increaseddistributors’ customer demand and a more balanced inventory pipeline, such allowance charges decreased to $25.5 million, or 4.4% of gross sales to distributor customers,for the fiscal year ended March 31, 2017 compared to $29.4 million, or 5.5% of gross sales to distributor customers, for the fiscal year ended March 31, 2016. Applicationsunder such programs for fiscal years ended March 31, 2017 and 2016 were approximately $24.9 million and $31.5 million, respectively. Geographically, compared to the prior fiscal year, regional sales as a percentage of total sales for the fiscal year ended March 31, 2017 remained relatively consistent inall regions. Sales in Asia increased to 44.1% of total sales, while sales in the Americas decreased slightly to 29.1% and sales in Europe decreased to 26.8% of total sales.This compares to 41.6%, 30.0%, and 28.4% of total sales for the Asian, American, and European regions in fiscal 2016, respectively. As a result of the movement of the U.S.dollar against certain foreign currencies, reported sales for the fiscal year ended March 31, 2017 were favorably impacted by approximately $6.3 million when compared tofiscal 2016. Gross profit margin in the fiscal year ended March 31, 2017 decreased to 21.7% of sales, or $284.8 million, compared to a gross profit margin of 24.2% of sales, or $289.1million, in the fiscal year ended March 31, 2016. This overall decrease in dollars and percent is primarily attributable to charges of $34.9 million related to sales of thoseadvanced ceramic capacitors subject to the intellectual property litigation discussed above, partially offset by $21.4 million from increased sales prices related to theaffected products. In addition, for the fiscal year ended March 31, 2017, the currency impact of the movement of the U.S. dollar against certain foreign currenciesunfavorably impacted our gross profit by approximately $3.0 million when compared to the same period last year. Selling, general, and administrative expenses for the fiscal year ended March 31, 2017 were $117.6 million, or 9.0% of net sales, compared to $119.8 million, or 10.0% ofnet sales, for the fiscal year ended March 31, 2016. The overall decrease in these expenses is primarily due to lower litigation costs partially offset by higher sellingexpenses resulting from the increase in sales for the fiscal year ended March 31, 2017 when compared to the fiscal year ended March 31, 2016. On September 2, 2014, a subsidiary of AVX, American Technical Ceramics (“ATC”), was named as a defendant in a patent infringement case filed in the United StatesDistrict Court of the Southern District of California captioned Presidio Components, Inc. v. American Technical Ceramics Corp. This case alleged that certain ATCproducts infringe on a Presidio patent. On April 18, 2016, the jury returned a verdict in favor of the plaintiff and found damages to Presidio in the amount of $2.2 million. OnAugust 17, 2016, the court issued a permanent injunction prohibiting ATC from manufacturing or selling the related products after November 16, 2016 and awarded Presidiodamages related to ATC’s sale of such products from February 21, 2016 through November 16, 2016. Subsequently, on October 21, 2016, the Federal Circuit Court grantedAVX’s request for a stay of the permanent injunction whereby AVX was allowed to continue to sell the disputed product until March 17, 2017 to anyone who was acustomer prior to June 17, 2016. Any sales subsequent to November 16, 2016 pursuant to the stay of the permanent injunction are subject to court mandated intellectualproperty damages for each product sold. Accordingly, in addition to the $2.2 million jury verdict award above, we recorded during fiscal year 2017 an estimated reserve fordamages on all pre- and post-verdict sales of product subject to that litigation in the event that the verdict withstands future challenges. As of March 31, 2017, we hadreserved $34.9 million related to the pre- and post-verdict sales of such product. On September 1, 2016, we filed an appeal with the Federal Circuit to appeal this verdict. Additionally, on January 26, 2016, in a patent infringement case filed in the United States District Court for the District of Delaware captioned Greatbatch, Inc. v. AVXCorporation, the jury returned a verdict in favor of the plaintiff and found damages to the plaintiff in the amount of $37.5 million, which was recorded in fiscal 2016. Inaddition, during the fiscal year ended March 31, 2017, we accrued a $3.6 million estimated charge related to new environmental remediation activities related to a legacyenvironmental issue at a site referred to as the “Aerovox Site,” located in New Bedford, Massachusetts. Profit from operations for the fiscal year ended March 31, 2017 increased $39.6 million to $163.6 million compared to $124.0 million for the fiscal year ended March 31,2016. This increase is a result of the factors above. - 30 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT31 Table of Contents Other income increased $3.2 million to $11.4 million in fiscal 2017 compared to $8.2 million in fiscal 2016. This increase is primarily attributable to foreign exchange gainsresulting from currency fluctuations during the period in addition to a gain on the sale of an idle facility of $1.6 million. The tax rate for the fiscal year ended March 31, 2017 was 28.1% compared to 23.2% for the fiscal year ended March 31, 2016. For the fiscal year ended March 31, 2017,compared to the fiscal year ended March 31, 2016, the increase in the tax rate is caused principally by an increase in our U.S. taxable income and an adverse U.S. federalaudit adjustment, partially offset by increased U.S. foreign tax credits and the release of the valuation allowance against deferred tax assets at a Japanese subsidiary.Excluding discrete items, the tax rate for the fiscal year ended March 31, 2017 is 27.8% compared to 26.5% for the fiscal year ended March 31, 2016. As a result of the factors discussed above, net income for the fiscal year ended March 31, 2017 was $125.8 million compared to $101.5 million for the fiscal year endedMarch 31, 2016. Financial Condition Liquidity and Capital Resources Our liquidity needs arise primarily from working capital requirements, dividends, capital expenditures and acquisitions. Historically, we have satisfied our operatingliquidity requirements through funds from operations, investment income from cash and investments in securities, and cash on hand. As of March 31, 2018, we had acurrent ratio of 5.8 to 1, $827.2 million of cash, cash equivalents, and investments in securities, $2,243.4 million of stockholders' equity and no borrowings. On December 22,2017, the Act was enacted in the U.S. Among numerous other provisions, the Act reduced or eliminated certain corporate tax deductions and provided for a transition froma worldwide to a territorial tax system for resident corporations and related corporate group members. The transition is accompanied by a one-time tax, effective December31, 2017, on all U.S.-based corporate groups’ accumulated foreign earnings as yet untaxed by the U.S., assessed at a 15.5% rate on all such earnings held in cash or liquidasset positions and at an 8% rate on all other non-liquid asset positions. This tax, approximately $75.7 million for us, is payable in installments over an eight-year periodbeginning in 2018. As of March 31, 2018, we had cash, cash equivalents, and short-term investments in securities of $827.2 million, of which $585.8 million was held outside the U.S.Liquidity is subject to many factors, such as normal business operations as well as general economic, financial, competitive, legislative, and regulatory factors that arebeyond our control. Cash balances generated and held outside the U.S. are generally used for local on-going working capital, capital expenditure needs, and to supportregional acquisitions. In consideration of the Act, we have determined that it is no longer necessary to assert that cash and profits generated by our foreign subsidiarieswill continue to be reinvested locally indefinitely. Accordingly, in addition to the U.S. taxes on such earnings noted above, we also provided for estimated foreignwithholding taxes of approximately $13.6 million related to the potential distribution of such foreign earnings. As a result of the Act we will have greater flexibility to redirectour global cash resources where they are needed. Net cash provided by operating activities was $195.5 million for the fiscal year ended March 31, 2018, compared to cash provided by operations of $195.0 million for thefiscal year ended March 31, 2017 and cash provided by operations of $166.4 million for the fiscal year ended March 31, 2016. Purchases of property and equipment totaled $100.5 million in fiscal 2018, $66.3 million in fiscal 2017, and $48.1 million in fiscal 2016. The increase in expendituresduring fiscal 2018 was primarily made in connection with strategic building expansion and equipment purchase activities in our Fountain Inn, South Carolina facilities andour plants in the Czechia, Germany, El Salvador, and Malaysia. We expect to continue to make strategic capital investments in our Electronic Component and Interconnect,Sensing and Control Devices product lines and estimate that we will incur capital expenditures of approximately $85 million in fiscal 2019. The actual amount of capitalexpenditures will depend upon the outlook for end market demand and timing of capital projects. On October 2, 2017, AVX completed its acquisition of S&C for $162.1 million, net of cash acquired. The purchase comprises S&C’s subsidiaries located in Austria,China, Germany, India, Mexico, Romania, South Korea, the U.K., and the U.S., including R&D, manufacturing and sales office locations. During the quarter ending March 31, 2018, AVX completed its acquisition of Ethertronics for $128.2 million in cash, net of debt acquired, subject to customary post-closing adjustments. Ethertronics operates facilities in six locations in China, South Korea, Vietnam, France, Taiwan, and the Americas, comprising R&D, manufacturing andsales office locations. - 31 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT32 Table of Contents Historically, our operating funding has been internally generated through operations, investment income from cash, cash equivalents, and investments in securitiesand cash on hand. We have assessed the condition of our financial resources and our current business and believe that, based on our financial condition as of March 31,2018, cash on hand and cash expected to be generated from operating activities and investment income from cash, cash equivalents, and investments in securities will besufficient to satisfy our anticipated financing needs for working capital, capital expenditures, environmental clean-up costs, expenses related to ongoing litigation, pensionplan funding, research, development, and engineering expenses, and dividend payments or stock repurchases to be made during the next twelve months. While changes incustomer demand have an impact on our future cash requirements, changes in those requirements are mitigated by our ability to adjust manufacturing capabilities to meetincreases or decreases in customer demand. In addition, potential acquisitions, depending upon their size, could require us to utilize our current cash resources, or useexternal borrowings. We do not anticipate any significant changes in our ability to generate cash flows or meet our liquidity needs in the foreseeable future. In fiscal 2018, 2017, and 2016, dividends of $75.7 million, $72.0 million, and $70.5 million, respectively, were paid to stockholders. On October 17, 2007, the Board of Directors of the Company authorized the repurchase of up to 5,000,000 shares of our common stock. We did not purchase any sharesduring fiscal 2018. We purchased 356,364 shares at a cost of $4.8 million during fiscal 2017, and 761,145 shares at a cost of $10.2 million during fiscal 2016. The repurchasedshares are held as treasury stock and are available for general corporate purposes. As of March 31, 2018, there were 3,067,074 shares that may yet be repurchased underthis program. At March 31, 2018, we had contractual obligations for the construction of plants and acquisition of equipment aggregating approximately $51.2 million. We make contributions to our U.S. and foreign defined benefit plans as required under various pension funding regulations. Contributions are based on a percentageof pensionable wages or requirements necessary to satisfy long-term funding obligations. We made contributions of $0.3 million to our U.S. and $6.1 million to our foreigndefined benefit plans during the fiscal year ended March 31, 2018. We expect to make contributions of approximately $6.6 million for our foreign defined benefits plans forthe fiscal year ending March 31, 2019. We do not anticipate making contributions to the U.S. plans in fiscal 2019. We have funded actuarially computed pension assets ofapproximately $12.9 million related to these defined benefit pension plans as of March 31, 2018. During the fiscal year ended March 31, 2018, we made contributions of $4.4 million to Company sponsored retirement savings plans. Our contributions are partiallybased on employee contributions as a percentage of their salaries. Certain of our contributions to these savings plans are discretionary and are determined by the Board ofDirectors each year. We expect that our contributions for the fiscal year ending March 31, 2019 will be approximately $4.4 million. We are a lessee under long-term operating leases primarily for office space, plant, and equipment. Future minimum lease commitments under non-cancelable operatingleases as of March 31, 2018, were approximately $21.6 million. Occasionally we enter into delivery contracts with selected suppliers for certain metals used in our production processes. The delivery contracts represent routinepurchase orders for delivery within three months and payment is due upon receipt. We have been identified by the United States Environmental Protection Agency (“EPA”), state governmental agencies or other private parties as a potentiallyresponsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or equivalent non-U.S., state or local laws, forclean-up and response costs associated with certain sites at which remediation is or may be required with respect to prior contamination. Because CERCLA or such statestatutes authorize joint and several liability, the EPA or non-U.S., state or local regulatory authorities could seek to recover all clean-up costs from any one of the PRPs at asite despite the involvement of other PRPs. At certain sites, financially responsible PRPs other than AVX also are, or have been, involved in site investigation and clean-upactivities. We believe that liability resulting from these sites will be apportioned between AVX and other PRPs. To resolve our liability at the sites at which we have been named a PRP, we have entered into various administrative orders and consent decrees with federal and stateregulatory agencies governing the timing and nature of investigation and remediation. As is customary, the orders and decrees regarding sites where the PRPs are notthemselves implementing the chosen remedy contain provisions allowing the EPA to reopen the agreement and seek additional amounts from settling PRPs in the eventthat certain contingencies occur, such as the discovery of significant new information about site conditions. - 32 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT33 Table of Contents On June 3, 2010, AVX entered into an agreement with the EPA and the City of New Bedford, pursuant to which AVX is required to perform environmental remediation ata site referred to as the “Aerovox Site” (the “Site”), located in New Bedford, Massachusetts. AVX has substantially completed its obligations pursuant to such agreementwith the EPA and the City of New Bedford with respect to the satisfaction of AVX’s federal law requirements. The Massachusetts Department of Environmental Protectionhas jurisdiction over the balance of the environmental remediation at the Site. AVX has submitted its proposed remedy, but until the state has approved such proposal,AVX cannot determine if additional groundwater and soil remediation will be required, if substantial material will have to be disposed of offsite, or if additional remediationtechniques will be required, any of which could result in a more extensive and costly plan of remediation. Further, the Site and the remediation may be subject to additionalscrutiny under other statutory procedures which could also add to the cost of remediation. We have a remaining accrual of $14.2 million at March 31, 2018, representing ourcurrent estimate of the potential liability related to the remaining performance of environmental remediation actions at the Site and neighboring properties using certainassumptions regarding the plan of remediation. Until all parties agree and remediation is complete, we cannot be certain there will be no additional cost relating to the Site. We had total reserves of approximately $19.2 million and $18.6 million at March 31, 2017 and March 31, 2018, respectively, related to various environmental matters andsites, including those discussed above. These reserves are classified in the Consolidated Balance Sheets as $3.9 million and $3.3 million in accrued expenses at March 31,2017 and March 31, 2018, respectively, and $15.3 million in other non-current liabilities at both March 31, 2017 and March 31, 2018. The amounts recorded for identifiedenvironmental liabilities are based on estimates. Periodically, we review amounts recorded and adjust them to reflect additional legal and technical information that becomesavailable. Uncertainties about the status of laws, regulations, regulatory actions, technology, and information related to individual sites make it difficult to develop anestimate of the reasonably possible aggregate environmental remediation exposure. Accordingly, these costs could differ from our current estimates. On April 19, 2016, the Canadian Ministry of the Environment and Climate Change (the “MoE”) issued a Director’s Order naming AVX Corporation, and others, asresponsible parties with respect to a location in Hamilton, Ontario that was at one time the site of operations of Aerovox Canada, a former subsidiary of AerovoxCorporation, a predecessor of AVX. This Director’s Order follows a draft order issued on November 4, 2015. AVX has taken the position that any liability of AerovoxCanada for such site under the laws of Canada cannot be imposed on AVX. At present, it is unclear whether the MoE will seek to enforce such Canadian order againstAVX, and whether, in the event it does so, AVX will have any liability under applicable law. AVX intends to contest any such course of action that may be taken by theMoE. We also operate, or did at one time, on other sites that may have potential future environmental issues as a result of activities at sites during AVX’s long history ofmanufacturing operations or prior to the start of operations by AVX. Even though we may have rights of indemnity for such environmental matters at certain sites,regulatory agencies in those jurisdictions may require us to address such issues. Once it becomes probable that we will incur costs in connection with remediation of a siteand such costs can be reasonably estimated, we establish reserves or adjust our reserves for our projected share of these costs. A separate account receivable is recordedfor any indemnified costs. Our environmental reserves are not discounted and do not reflect any possible future insurance recoveries, which are not expected to besignificant, but do reflect a reasonable estimate of cost sharing at multiple party sites or indemnification of our liability by a third party. We are not involved in any pending or threatened environmental proceedings that would require curtailment of our operations. We continually expend funds to ensurethat our facilities comply with applicable environmental regulations. While we believe that we are in compliance with applicable environmental laws, we cannot accuratelypredict future developments and do not necessarily have knowledge of all past occurrences on sites that we currently occupy. New environmental regulations may beenacted and we cannot determine the modifications, if any, in our operations that any such future regulations might require, or the cost of compliance with suchregulations. Moreover, the risk of environmental liability and remediation costs is inherent in the nature of our business and, therefore, there can be no assurance thatmaterial environmental costs, including remediation costs, will not arise in the future. On April 25, 2013, AVX was named as a defendant in a patent infringement case filed in the United States District Court for the District of Delaware captionedGreatbatch, Inc. v. AVX Corporation. This case alleged that certain AVX products infringe on one or more of six Greatbatch patents. On January 26, 2016, the jury returneda verdict in favor of the plaintiff in the first phase of a segmented trial and a mixed verdict in the second phase of a segmented trial, and found damages to Greatbatch in theamount of $37.5 million, which was recorded in fiscal 2016. The verdict was later vacated by the court on March 30, 2018. Profit from operations for the year ended March31, 2018 reflects a favorable accrual adjustment of $1.5 million related to this patent infringement case. The amount of damages will be subject to further legal proceedingsincluding a potential trial on damages, which we expect to occur in fiscal 2019. - 33 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT34 Table of Contents On September 2, 2014, a subsidiary of AVX, American Technical Ceramics (“ATC”), was named as a defendant in a patent infringement case filed in the United StatesDistrict Court of the Southern District of California captioned Presidio Components, Inc. v. American Technical Ceramics Corp. This case alleged that certain ATCproducts infringe on a Presidio patent. On April 18, 2016, the jury returned a verdict in favor of the plaintiff and found damages to Presidio. On August 17, 2016, the courtissued a permanent injunction prohibiting ATC from manufacturing or selling the related products after November 16, 2016. Subsequently, on October 21, 2016, the FederalCircuit Court granted AVX’s request for a stay of the permanent injunction whereby ATC was allowed to continue to sell the disputed product until March 17, 2017 toanyone who was a customer prior to June 17, 2016. Any sales subsequent to November 16, 2016 pursuant to the stay of the permanent injunction were subject to courtmandated intellectual property damages for each product sold. In December, 2017, a panel of the Federal Circuit vacated the damage award to Presidio, vacated theinjunction, and remanded the case for further proceedings to determine damages limited to “reasonable royalties” and to reconsider the requested injunction in light of itsopinion and any additional facts. As of March 31, 2018, we had total reserves of $76.5 million plus accrued interest in accrued expenses with respect to the two intellectual property cases discussedabove. The amounts recorded are based on estimated outcomes. Amounts recorded are reviewed periodically and adjusted to reflect additional information that becomesavailable. Accordingly, these costs could differ from our current estimates. During calendar year 2014, AVX was named as a co-defendant in a series of cases filed in the United States and in the Canadian provinces of Quebec, Ontario, BritishColumbia, Saskatchewan and Manitoba alleging violations of United States, state and Canadian antitrust laws asserting that AVX and numerous other companies wereparticipants in alleged price-fixing in the capacitor market. The cases in the United States were consolidated into the Northern District of California on October 2, 2014.Some plaintiffs have broken off from the United States class action and filed actions on their own, although AVX is not named in all of these independent actions. Thecases in Canada have not been consolidated. These cases are still in progress. AVX believes it has meritorious defenses and intends to vigorously defend the cases. We are involved in other disputes, warranty, and legal proceedings arising in the normal course of business. While we cannot predict the outcome of these otherdisputes and proceedings, we believe, based upon a review with legal counsel, that none of these other disputes or proceedings will have a material impact on our financialposition, results of operations, comprehensive income (loss), or cash flows. However, we cannot be certain of the eventual outcome in these or other matters that may ariseand their potential impact on our financial position, results of operations, comprehensive income (loss), or cash flows. Disclosures about Contractual Obligations and Commitments The Company has the following contractual obligations and commitments as of March 31, 2018 as noted below. FY 2020 - FY 2022- Contractual Obligations (in thousands) Total FY 2019 FY 2021 FY 2023 Thereafter Operating Leases $21,605 $6,803 $8,242 $4,283 $2,277 Plant and Equipment $51,195 $49,302 $1,640 $253 $- During the fiscal year ended March 31, 2018, we made contributions of $4.4 million to our Company sponsored retirement savings plans. Our contributions are partiallybased on employee contributions as a percentage of their salaries. Certain contributions by us are discretionary and are determined by the Board of Directors each year. Weexpect that our contributions for the fiscal year ending March 31, 2019 will be approximately $4.4 million. During the fiscal year ended March 31, 2018, we made contributions of $0.3 million and $6.1 million to our U.S. and international defined benefit plans, respectively.Contributions are based on a percentage of pensionable wages or requirements necessary to satisfy funding obligations. We expect to make contributions of approximately$6.6 million for our international defined benefit plans for the fiscal year ending March 31, 2019. We do not anticipate making contributions to the U.S. plans in fiscal 2019. Occasionally we enter into delivery contracts with selected suppliers for certain metals used in our production processes. The delivery contracts represent routinepurchase orders for delivery within three months and payment is due upon receipt. As of March 31, 2018, we had no material outstanding purchase commitments. We have a $3.2 million liability recorded at March 31, 2018 related to our uncertain tax positions. Due to the nature of the underlying liabilities and the extended timeoften needed to resolve income tax uncertainties, we cannot reasonably estimate the amount or timing of cash payments that may be required to settle these liabilitiesbeyond 2018. For additional information, refer to Note 9. - 34 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT35 Table of Contents Critical Accounting Policies and Estimates “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon our consolidated financial statements and the notesthereto, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requiresmanagement to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, warranties, inventories, pensions, incometaxes, and contingencies. Management bases its estimates, judgments, and assumptions on historical experience and on various other factors that are believed to bereasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readilyapparent from other sources. While we base our estimates and assumptions on our knowledge of current events and actions that we may undertake in the future, there canbe no assurance that actual results will not differ from these estimates and assumptions. On an ongoing basis, we evaluate our accounting policies and disclosurepractices. In management’s opinion, the critical accounting policies and estimates, as defined below, are more complex in nature and require a higher degree of judgmentthan the remainder of our accounting policies described in Note 1 to our consolidated financial statements elsewhere herein. Revenue Recognition All of our products are built to specification and tested by us or our suppliers for adherence to such specification before shipment to customers. We ship products tocustomers based upon firm orders, or sales occur when the customers pull inventory from consignment locations. Shipping and handling costs are included in cost ofsales. We recognize revenue when the sales process is complete. This occurs when products are shipped to, or used by, the customer in accordance with the terms of anagreement of sale, there is a fixed or determinable selling price, title and risk of loss have been transferred, and collectability is reasonably assured. We evaluate grossversus net presentation on revenues from products purchased and resold in accordance with the revenue recognition criteria outlined in FASB ASC 605-45, Principal AgentConsiderations. Based on the evaluation of our resale arrangements with Kyocera and others, including consideration of the primary indicators set forth in ASC 605-45-45,we record revenue related to products purchased and resold on a gross basis. Estimates used in determining sales allowance programs described below are subject to thevolatilities of the market place. This includes, but is not limited to, changes in economic conditions, sales pricing, product demand, inventory levels in the supply chain,technology, and other variables that might result in adjustments to our estimates. Accordingly, there can be no assurance that actual results will not differ from theestimates recorded. Returns Sales revenue and cost of sales reported in the income statement are reduced to reflect estimated returns. We record an estimated sales allowance for returns at thetime of sale based on historical trends, current pricing and volume information, other market specific information, and input from sales, marketing, and other keymanagement personnel. The amount accrued reflects the return of value of the customer’s inventory. These procedures require the exercise of significant judgments. Webelieve that these procedures enable us to make reliable estimates of future returns. Our actual results have historically approximated our estimates. The customer is givencredit against their accounts receivable after the product is returned and verified. Distribution Programs A portion of our sales is to independent electronic component distributors, which are subject to various distributor sales programs. We report provisions fordistributor allowances in connection with such sales programs as a reduction in revenue and report distributor allowances in the balance sheet as a reduction in accountsreceivable. For the distribution programs described below, we do not track the individual units that we record against specific products sold from distributor inventories,which would allow us to directly compare revenue reduction for credits recorded during any period with credits ultimately awarded in respect of products sold during thatperiod. Nevertheless, we believe that we have an adequate basis to assess the reasonableness and reliability of our estimates for each program. - 35 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT36 Table of Contents Distributor Stock Rotation Program Stock rotation is a program whereby distributors are allowed to return qualified inventory semi-annually and receive credit equal to a certain percentage, primarilylimited to 5% of the previous six months net sales. We record an estimated sales allowance for stock rotation at the time of sale based on a percentage of distributor salesusing historical trends, current pricing and volume information, other market specific information, and input from sales, marketing, and other key management personnel.These procedures require the exercise of significant judgment. We believe that these procedures enable us to make reliable estimates of future returns under the stockrotation program. Our actual results have historically approximated our estimates. When the product is returned and verified, the distributor is given credit against theiraccounts receivable. Distributor Ship-from-Stock and Debit Program Ship-from-Stock and Debit (“ship and debit”) is a program designed to assist distributor customers in meeting competitive prices in the marketplace on sales to theirend customers. Ship and debit programs require a request from the distributor for a pricing adjustment for a specific part for a sale to the distributor’s end customer fromthe distributor’s stock. Ship and debit authorizations may cover current and future distributor activity for a specific part for sale to their customer. At the time we recordsales to the distributors, we provide an allowance for the estimated future distributor activity related to such sales since it is probable that such sales to distributors willresult in ship and debit activity. We record an estimated sales allowance based on sales during the period, credits issued to distributors, distributor inventory levels,historical trends, market conditions, pricing trends we see in our direct sales activity with original equipment manufacturers and other customers, and input from sales,marketing, and other key management personnel. These procedures require the exercise of significant judgment. We believe that these procedures enable us to makereliable estimates of future credits under the ship and debit program. Our actual results have historically approximated our estimates. At the time the distributor ships thepart from stock, the distributor debits us for the authorized pricing adjustment. Special Incentive Programs We may offer special incentive discounts based on amount of product ordered or shipped. At the time we record sales under these agreements, we provide anallowance for the discounts on the sales for which the customer is eligible to take. The customer then debits us for the authorized discount amount. Inventories We determine the cost of raw materials, work in process, and finished goods inventories by the first-in, first-out (“FIFO”) method. Manufactured inventory costsinclude material, labor, and manufacturing overhead. Inventories are valued at the lower of cost or market (net realizable value). We value inventory at its market valuewhere there is evidence that the utility of goods will be less than cost and that such write-down should occur in the current period. Accordingly, at the end of each period,we evaluate our inventory and adjust to net realizable value the carrying value and excess quantities. We review and adjust the carrying value of our inventories based onhistorical usage, customer forecasts received from marketing and sales personnel, customer backlog, certain date code restrictions, technology changes, demand increasesand decreases, market directional shifts, and obsolescence and aging. Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our tax assets and liabilities in each of the jurisdictions in whichwe operate. This process involves management estimating the actual current tax exposure together with assessing temporary differences resulting from different treatmentof items for tax and accounting purposes. These differences result in deferred tax assets and liabilities that are included within our consolidated balance sheets. We assessthe likelihood that our deferred tax assets will be recoverable based on all available evidence, both positive and negative. To the extent we believe that recovery is not morelikely than not, we establish a valuation allowance. We have recorded valuation allowances due to uncertainties related to our ability to realize some of our deferred tax assets, primarily consisting of certain net operatinglosses carried forward before they expire. The valuation allowance is based on our estimates of future taxable income over the periods that our deferred tax assets will berecoverable. We continue to evaluate countries where we have a valuation allowance on our deferred tax assets due to historical operating losses and when such positiveevidence outweighs negative evidence, we will release such valuation allowance as appropriate. - 36 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT37 Table of Contents We also record a provision for certain foreign, federal, and state tax contingencies based on the likelihood of obligation, when needed. In the normal course ofbusiness, we are subject to challenges from U.S. and foreign tax authorities regarding the amount of taxes due. These challenges may result in adjustments of the timing oramount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts andcircumstances may affect our ability to utilize tax benefits as well as the estimated taxes to be paid in future periods. We believe that any potential tax exposures have beensufficiently provided for in the consolidated financial statements. In the event that actual results differ from these estimates, we may need to adjust tax accounts and relatedpayments, which could materially affect our financial condition and results of operations. We account for uncertainty in income taxes recognized in our financial statements. We recognize in our financial statements the impact of a tax position, if that positionwould “more likely than not” be sustained on audit, based on the technical merits of the position. Accruals for estimated interest and penalties are recorded as acomponent of interest expense. We record deferred tax liabilities for temporary differences associated with deductions for foreign branch losses claimed by us in our U.S. income tax returns, as thesedeductions are subject to recapture provisions in the U.S. income tax code. When the recapture period expires for these deductions, the liabilities are removed and the taxbenefit is recognized in the income tax provision. In relation to critical estimates for income taxes, the Tax Cuts and Jobs Act (the "Act") was enacted into law in the U.S. on December 22, 2017. Among numerous otherprovisions, the Act reduced the statutory U.S. corporation income tax rate from 35% to 21%, effective January 1, 2018. This was the primary reason for a change in AVX'sglobal tax rate estimate for the fiscal year ending March 31, 2018, resulting in a blended, estimated global tax rate of 27% for fiscal 2018. The Act also resulted in anestimated net decrease in the valuation of U.S. net current and deferred tax assets and liabilities of $24.7 million. The Act reduced or eliminated certain corporate taxdeductions and provided for a transition from a worldwide to a modified territorial tax system for resident corporations and related corporate group members accompaniedby a one-time tax, effective December 31, 2017, on all U.S.-based corporate groups' accumulated foreign earnings as yet untaxed by the U.S. This one-time tax is assessed ata 15.5% rate on all such earnings held in cash or liquid asset positions, and at an 8% rate on all other non-liquid asset positions. This one-time tax was recorded in theresults for the quarter ended December 31, 2017, and was approximately $75.7 million, which is payable in installments over an eight-year period beginning in 2018. Basedon our interpretation of the Act, we made reasonable estimates to record provisional adjustments during fiscal 2018. The Act also puts in place several new tax laws that are generally effective prospectively from January 1, 2018, including, but not limited to: a base erosion and anti-abuse tax; elimination of U.S. federal taxes on substantially all dividends from foreign subsidiaries; a lower U.S. tax rate on certain revenues from sources outside the U.S.;and, implementation of a new provision to tax certain global intangible low-taxed income of foreign subsidiaries. We will continue to assess all of the other relevant aspects of the Act, including additional guidance under the Act, among other things which might impact ourincome tax provision. In consideration of the Act, the Company has determined that it is no longer necessary to assert that cash and profits generated by our foreign subsidiaries willcontinue to be reinvested locally indefinitely. Accordingly, we provided for estimated foreign withholding taxes and associated foreign tax credits related to the potentialdistribution of such earnings. Therefore, in addition to the one-time tax noted above, we also provided for estimated foreign withholding taxes of approximately $13.6million related to the potential distribution of such foreign earnings. Pension Assumptions Pension benefit obligations and the related effects on operations are calculated using actuarial models. Two critical assumptions, discount rate and expected rate ofreturn on plan assets, are important elements of plan expense and/or liability measurement. We evaluate these assumptions at least annually. The discount rate enables usto state expected future cash flows at a present value on the measurement date. To determine the discount rate, we apply the expected cash flows from each individualpension plan to specific yield curves at the plan’s measurement date and determine a level equivalent yield that may be unique to each plan. A lower discount rate increasesthe present value of benefit obligations and increases pension expense. To determine the expected long-term rate of return on pension plan assets, we consider the currentand expected asset allocations, as well as historical and expected returns on various categories of plan assets. Other assumptions involve demographic factors such asretirement, mortality, and turnover. These assumptions are evaluated periodically and are updated to reflect our experience. Actual results in any given year will often differfrom actuarial assumptions because of economic and other factors. In such cases, the differences between actual results and actuarial assumptions are amortized overfuture periods. Environmental Compliance We are subject to federal, state, and local laws and regulations concerning the environment in the United States and to the environmental laws and regulations of theother countries in which we operate. Based on our periodic review of the operating policies and practices at all of our facilities, we believe that our operations are currentlyin compliance with applicable environmental laws and regulations. Regarding sites identified by the EPA at which remediation is required, our ultimate liability in connectionwith environmental claims will depend on many factors, including our volumetric share of non-environmentally safe waste, the total cost of remediation, and the financialviability of other companies having liability. Additionally, we operate on sites that may have potential future environmental issues as a result of activities at sites during thelong history of manufacturing operations by AVX or its corporate predecessor or prior to the start of operations by AVX. Even though we may have rights of indemnity forsuch environmental matters at certain sites, regulatory agencies in those jurisdictions may require us to address such issues. We recognize liabilities for environmentalexposures when analysis indicates that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of loss canbe estimated, we accrue the most likely amount. In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range isaccrued. Amounts recorded are reviewed periodically and adjusted to reflect additional legal and technical information that becomes available. The uncertainties about thestatus of laws, regulations, regulatory actions, technology, and information related to individual sites make it difficult to develop an estimate of the reasonably possibleaggregate environmental remediation exposure; therefore, these costs could differ from our current estimates. Our environmental reserves are not discounted and do notreflect any possible future insurance recoveries, which are not expected to be significant, but do reflect a reasonable estimate of cost sharing at multiple party sites orindemnification of our liability by a third party. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This guidance modifies how an entity will determine the measurement ofrevenue and timing of when it is recognized. The guidance provides for a five-step approach in applying the standard: 1) identifying the contract with the customer, 2)identifying separate performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to separate performance obligations,and 5) recognizing the revenue when the performance obligation has been satisfied. The new guidance requires enhanced disclosures for the nature, amount, timing, anduncertainty of revenue that is being recognized. The guidance is effective for public companies for interim and annual reporting periods beginning after December 15,2017. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. We have assessed the impact of the new standard andanticipate no material impact from adopting ASU 2014-09 in how we recognize revenue. We identified a change in how we recognize right-of-return liabilities which impactCurrent Assets and Current Liabilities. We will adopt ASU 2014-09 using the modified retrospective approach in the first quarter of fiscal year 2019. Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT38 - 37 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT39 Table of Contents In February 2016, FASB issued ASU 2016-02, “Leases.” This guidance changes the requirements for inclusion of certain right-of-use assets and the associated leaseliabilities to be included in a statement of financial position. The classification criteria maintains the distinction between finance leases and operating leases. Regardingfinance leases, lessees are required to 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement offinancial position, 2) recognize interest on the lease liability separate from the amortization of the right-of-use asset in the statement of comprehensive income, and 3)classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments withinoperating activities in the statement of cash flows. Regarding operating leases, lessees are required to 1) recognize a right-of-use asset and a lease liability, initiallymeasured at the present value of the lease payments, in the statement of financial position, 2) recognize a single lease cost, calculated so that the cost of the lease isallocated over the lease term on a generally straight-line basis, and 3) classify all cash payments within operating activities in the statement of cash flows. This guidance iseffective for public companies for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We previously disclosed prior to ourrecent acquisitions that we anticipated no material impact from adopting ASU 2016-02. However, we are in the process of updating our assessment to include the impact ofour recently acquired companies. In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for publiccompanies for annual reporting periods that began after December 15, 2016, and interim periods within those annual periods. The standard became effective for the interimreporting period ending June 30, 2017 and has not had a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other.” This guidance simplifies how an entity is required to test goodwill for impairmentby eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill withthe carrying amount of goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with itscarrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognizedshould not exceed the total amount of goodwill allocated to that reporting unit. This ASU also removes the requirements for any reporting unit with a zero or negativecarrying amount to perform a qualitative assessment, and if it fails that qualitative test to perform Step 2 of the goodwill impairment test. Companies are to apply thestandard on a prospective basis. The guidance is effective for public companies that are an SEC filer for fiscal years beginning after December 15, 2019. Early adoption ispermitted and management elected to adopt this guidance beginning with the interim period ending June 30, 2017. The adoption of this standard has not had a materialimpact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging.” The standard aims to align the designation and measurement guidance for qualifyinghedging relationships and the presentation of hedge results for cash flow and fair value hedge accounting with risk management activities. The guidance is effective forpublic companies for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted in anyinterim period after issuance. Management is currently evaluating the impact this guidance will have on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income." This standard allows a reclassification from accumulatedother comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The standard is effective for fiscal years beginning after December 15,2018, including interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We arecurrently evaluating the potential impact on our consolidated financial statements and disclosures. We have reviewed other newly issued accounting pronouncements and concluded that they are either not applicable to our business or that no material effect isexpected on our consolidated financial statements as a result of future adoption. Relationship with Kyocera and Related Transactions Kyocera is the majority stockholder of AVX. As of May 18, 2018, Kyocera owned beneficially and of record 121,800,000 shares of AVX common stock, representingapproximately 72% of our outstanding shares. From January 1990 through August 15, 1995, AVX was wholly owned by Kyocera. On August 15, 1995, Kyocera sold 22.9%, or 39,300,000 shares of AVX's commonstock, and AVX sold an additional 4,400,000 shares of common stock, in a public offering. In February 2000, Kyocera sold an additional 10,500,000 shares of its AVXcommon stock. Our business includes transactions with Kyocera. Such transactions involve the purchase of resale inventories, raw materials, supplies and equipment, the sale ofproducts for resale, raw materials, supplies and equipment, the payment of dividends, subcontracting activities, and commissions. See Note 15 to our consolidated financialstatements elsewhere herein for more information on the related party transactions. - 38 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT40 Table of Contents In December 2016, Kyocera notified AVX pursuant to the Products Supply and Distribution Agreement of its intent, effective January 1, 2018, to market itsmanufactured electronic and interconnect products globally using Kyocera’s sales force rather than continuing to have AVX resell such products in the Americas, Europeand Asia. Kyocera will pay commissions to AVX on sales by Kyocera, in the applicable territories, of products designed into customer applications by AVX prior toJanuary 1, 2018 of 2.0% in calendar year 2018, 1.5% in calendar year 2019, and 1.0% in calendar year 2020. Sales of Kyocera resale products by AVX were $296.3 and relatedoperating profit was $18.2 million for the fiscal year ended March 31, 2018. In February 2017, AVX notified Kyocera pursuant to the Products Supply and Distribution Agreement of its intent, effective April 1, 2018, to market its manufacturedproducts in Japan using AVX’s sales force rather than continuing to have Kyocera resell such products in this territory. AVX will pay commissions to Kyocera on sales byAVX, in the applicable territory, of products designed into customer applications by Kyocera prior to April 1, 2018 of 2.0% in fiscal year 2019, 1.5% in fiscal year 2020, and1.0% in fiscal year 2021. Sales of AVX resale products by Kyocera were $21.9 million for the fiscal year ended March 31, 2018. The exchange of information with Kyocera relating to the development and manufacture of multi-layer ceramic capacitors and various other ceramic products benefitsAVX. AVX and Kyocera have executed several agreements that govern the foregoing transactions and which are described below. The Special Advisory Committee of our Board, comprised of our independent directors (currently Messrs. Stach, DeCenzo, and Christiansen), reviews and approvesany significant agreements between AVX and Kyocera and any significant transactions between AVX and Kyocera not covered by such agreements. The committee is alsoresponsible for reviewing and approving any agreements and transactions between AVX and any other related party that are or may be within the scope of applicable rules,regulations and guidance of the New York Stock Exchange and Item 404 of Regulation S-K, if they arise. The Special Advisory Committee operates under a written charterthat sets forth the policies and procedures for such approvals. In approving any such agreement or transaction pursuant to those procedures, the Special AdvisoryCommittee must determine that, in its judgment, the terms thereof are equivalent to those to which an independent unrelated party would agree at arm’s-length or areotherwise in the best interests of the Company and its stockholders generally. Each of the agreements described below contains provisions requiring that the terms of anytransaction under such agreement be equivalent to those to which an independent unrelated party would agree at arm's-length. Disclosure and Option to License Agreement. Pursuant to the Disclosure and Option to License Agreement (the “License Agreement”), AVX and Kyocera exchangeconfidential information relating to the development and manufacture of multi-layered ceramic capacitors and various other ceramic products, as well as the license oftechnologies in certain circumstances. The License Agreement has a term of one year with automatic one-year renewals, subject to the right of termination by either partyat the end of the then current term upon at least six months prior written notice. Materials Supply Agreement. Pursuant to the Materials Supply Agreement (the “Supply Agreement”), AVX and Kyocera will, from time to time, supply the other partywith certain raw and semi-processed materials used in the manufacture of capacitors and other electronic components. The Supply Agreement has a term of one year, withautomatic one-year renewals, subject to the right of termination by either party at the end of the then current term upon at least six months prior written notice. Machinery and Equipment Purchase Agreement. Pursuant to the Machinery and Equipment Purchase Agreement (the “Machinery Purchase Agreement”), AVX andKyocera will, from time to time, design and manufacture for the other party certain equipment and machinery of a proprietary and confidential nature used in themanufacture of capacitors and other electronic components. The Machinery Purchase Agreement has a term of one year, with automatic one-year renewals, subject to theright of termination by either party at the end of the then current term upon at least six months prior written notice. Products Supply and Distribution Agreement. Pursuant to the Products Supply and Distribution Agreement (the “Distribution Agreement”) (i) AVX will act as thenon-exclusive distributor of certain Kyocera-manufactured products to certain customers in certain territories outside of Japan and (ii) Kyocera will act as the non-exclusivedistributor of certain AVX-manufactured products within Japan. Each party has the ability to appoint a replacement distributor of its products with a minimum one year’snotice period. The Distribution Agreement has a term of one year, with automatic one-year renewals, subject to the right of termination by either party at the end of the thencurrent term upon at least three months prior written notice. As a result of the December 2016 and January 2017 notices referred to above, this agreement effectivelyterminated effective April 1, 2018. - 39 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT41 Table of Contents Item 7A.Quantitative and Qualitative Disclosures About Market Risk Foreign Currency We are exposed to foreign currency exchange risk with respect to our sales, profits, and assets and liabilities denominated in currencies other than the U.S. dollar.Although we use financial instruments to hedge certain foreign currency risks, we are not fully protected against foreign currency fluctuations and our reported results ofoperations could be affected by changes in foreign currency exchange rates. International revenues and expenses transacted by our foreign subsidiaries may bedenominated in local currency. See Note 14 to the consolidated financial statements elsewhere herein for further discussion of derivative financial instruments. For fiscal 2018, our exposure to foreign currency exchange risk was estimated using a sensitivity analysis, which illustrates a hypothetical change in the averageforeign currency exchange rates used during the year. Actual changes in foreign currency exchange rates may differ from this hypothetical change. Based on a hypotheticalincrease or decrease of 10% in the exchange rates, assuming no hedging against foreign currency rate changes, we would have incurred an additional foreign currency gainor loss of approximately $53.4 million in fiscal 2018. Materials We are at risk to fluctuations in prices for commodities used to manufacture our products, primarily tantalum, palladium, platinum, silver, nickel, gold, and copper. Tantalum powder and wire are principal materials used in the manufacture of tantalum capacitor products. The tantalum required to manufacture our products hasgenerally been available in sufficient quantity. The limited number of tantalum material suppliers has led to higher prices during periods of increased demand. Item 8.Financial Statements and Supplementary Data The following consolidated financial statements of the Company and its subsidiaries, together with the Report of Independent Registered Public Accounting Firmthereon, are presented beginning on page 46 of this report: Consolidated Balance Sheets, March 31, 2017 and 2018 46Consolidated Statements of Operations, Years Ended March 31, 2016, 2017, and 201847Consolidated Statements of Comprehensive Income (Loss), Years Ended March 31, 2016, 2017, and 201848Consolidated Statements of Stockholders’ Equity, Years Ended March 31, 2016, 2017, and 201849Consolidated Statements of Cash Flows, Years Ended March 31, 2016, 2017, and 201850Notes to Consolidated Financial Statements51Report of Independent Registered Public Accounting Firm 80 All financial statement schedules are omitted because of the absence of the conditions under which they are required or because the information required is shown inthe consolidated financial statements or notes thereto. Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. - 40 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT42 Table of Contents Item 9A.Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), that are designed to ensure thatinformation required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specifiedin the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) andChief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, as of March 31, 2018, an evaluation was performed under the supervision and with theparticipation of the Company’s management, including the CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures. Based on theevaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2018 to ensure that informationrequired to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the timeperiods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the CEO and CFO, or persons performingsimilar functions, as appropriate, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financialreporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principalexecutive and principal financial officers and effected by the Company’s Board of Directors, management, and other personnel, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles andincludes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositionsof the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of managementand directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of theCompany’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2018. In making its assessment, theCompany’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework(2013). Based on the results of this assessment, management, including the CEO and CFO, has concluded that the Company’s internal control over financial reporting waseffective as of the end of its fiscal year ended March 31, 2018. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations exceptfor the operations of S&C and Ethertronics, which the Company acquired on October 2, 2017 and January 31, 2018, respectively. S&C’s and Ethertronics’ operationsrepresent 12.4% and 0.8%, respectively, of the Company’s consolidated revenues for the fiscal year ended March 31, 2018, and assets associated with S&C’s andEthertronics’ operations represent 7.9% and 0.1%, respectively, of the Company’s consolidated total assets, as of March 31, 2018. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financialreporting as of March 31, 2018, as stated in their report, which appears in this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting. - 41 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT43 Table of Contents Item 9B.Other InformationNone.PART III Item 10.Directors, Executive Officers, and Corporate Governance Information required by this item with respect to our directors, the committees of the Board of Directors, corporate governance and compliance by our directors,executive officers, and certain beneficial owners of our common stock with Section 16(a) of the Exchange Act is provided by incorporation by reference to informationunder the captions entitled “Proposal I Election of Directors,” “Board of Directors – Governance,” “Board of Directors – Meetings Held and Committees,” and “Section16(a) Beneficial Ownership Reporting Compliance” in the Company's definitive proxy statement for the 2018 Annual Meeting of Stockholders (the “Proxy Statement”) andperhaps elsewhere therein. Information required by this item relating to our executive officers also appears in Item 1 of Part I of this Form 10-K under the caption “ExecutiveOfficers of the Registrant.” Code of Business Conduct and Ethics As discussed above in “Company Information and Website” in Item 1 of Part I of this Annual Report on Form 10-K, our Code of Business Conduct and Ethics and theCode of Business Conduct and Ethics Supplement Applicable to the Chief Executive Officer, Chief Financial Officer, Controllers and Financial Managers have been postedon our website. We will post on our website any amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics or the Supplement Applicable tothe Chief Executive Officer, Chief Financial Officer, Controllers and Financial Managers that applies to our principal executive officer, principal financial officer, principalaccounting officer, or controller, or persons performing similar functions, and that relates to any of the following: (i) honest and ethical conduct, including the ethicalhandling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reportsand documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules, andregulations; (iv) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; or (v) accountability for adherence to thecode. Item 11.Executive Compensation The information required by this item is provided by incorporation by reference to information under the captions entitled “Director Compensation,” “CompensationCommittee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Executive Compensation” in theProxy Statement and perhaps elsewhere therein. Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is provided by incorporation by reference to information under the captions entitled “Ownership of Securities by Directors,Director Nominees and Executive Officers,” “Security Ownership of Certain Beneficial Owners,” and “Equity Compensation Plan Information” in the Proxy Statement andperhaps elsewhere therein. Item 13.Certain Relationships and Related Transactions, and Director Independence The information required by this item is provided by incorporation by reference to information under the caption “Relationship with Kyocera and RelatedTransactions” and “Board of Directors – Governance” in the Proxy Statement and perhaps elsewhere therein. Item 14.Principal Accounting Fees and Services The information required by this item is provided by incorporation by reference to information under the caption entitled “Report of the Audit Committee – PrincipalIndependent Registered Public Accounting Firm Fees” in the Proxy Statement and perhaps elsewhere therein. - 42 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT44 Table of Contents PART IV Item 15.Exhibits and Financial Statement Schedules (a)Financial Statements and Financial Statement Schedules - See Index to Consolidated Financial Statements at Item 8 of thisreport. (b)Exhibits: As indicated below, certain of the exhibits to this report are hereby incorporated by reference from other documents on file with the Securities and ExchangeCommission. 3.1Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 33-94310) of the Company (the“Form S-1”)). 3.2By-laws of AVX Corporation as Amended and Restated May 7, 2012 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with theSecurities and Exchange Commission on May 11, 2012). 10.1Products Supply and Distribution Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.4 to theAnnual Report on Form 10-K of the Company for the year ended March 31, 2000). *10.2AVX Nonqualified Supplemental Retirement Plan Amended and Restated effective January 1, 2008 (the AVX Corporation SERP was merged into this planeffective January 1, 2005) (incorporated by reference to Exhibit 10.4 to the Annual Report on Form10-K of the Company for the year ended March 31, 2009). *10.3Amendment to AVX Nonqualified Supplemental Retirement Plan, effective December 15, 2014. (incorporated by reference to Exhibit 10.4 to the Annual Reporton Form10-K of the Company for the year ended March 31, 2015). *10.4AVX Corporation 2004 Stock Option Plan as amended through July 23, 2008 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q ofthe Company for the quarter ended June 30, 2008). *10.5AVX Corporation 2004 Non-Employee Directors’ Stock Option Plan as amended through July 28, 2008 (incorporated by reference to Exhibit 10.2 to theQuarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008). *10.6Form of Notice of Grant of Stock Options and Option Agreement for awards pursuant to AVX Corporation 2004 Stock Option Plan and AVX Corporation 2004Non-Employee Directors’ Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the year endedMarch 31, 2013). 10.7Machinery and Equipment Purchase Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.14 to theAnnual Report on Form 10-K of the Company for the year ended March 31, 2005). 10.8Materials Supply Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.15 to the Annual Report onForm 10-K of the Company for the year ended March 31, 2005). 10.9 Disclosure and Option to License Agreement effective as of April 1, 2008 by and between Kyocera Corporation and AVX Corporation (incorporated byreference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on March 25, 2008). 10.10Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K of the Company foryear ended March 31, 2010). 10.11Supplemental Consent Decree with Defendant AVX Corporation containing agreement among the Company, the United States Environmental ProtectionAgency and the Commonwealth of Massachusetts, dated October 10, 2012 (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of theCompany filed with the Securities and Exchange Commission on October 11, 2012). *10.12AVX Corporation 2014 Stock Option Plan (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10K/A of the Company for the year endedMarch 31, 2013). *10.13AVX Corporation 2014 Non-Employee Directors’ Stock Option Plan as amended May 12, 2016 (incorporated by reference to Exhibit 10.13 of the Annual Reporton Form 10-K of the Company for the year ended March 31, 2016). *10.14Form of Notice of Grant of Stock Options and Option Agreement for awards pursuant to AVX Corporation 2014 Stock Option Plan and AVX Corporation 2014Non-Employee Directors’ Stock Option Plan (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K of the Company for the year endedMarch 31, 2014). - 43 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT45 Table of Contents *10.15AVX Corporation 2014 Restricted Stock Unit Plan (incorporated by reference to Exhibit 99.1 of Form S-8 filed with the Securities and Exchange Commission onAugust 6, 2014.) *10.16AVX Corporation 2014 Management Incentive Plan, as amended August 2, 2017, and effective April 1, 2017 (incorporated by reference to Exhibit 10.1 of theQuarterly Report on Form 10-Q of the Company for the period ended June 30, 2017). *10.17Form of Notice of Grant of Restricted Stock Units for awards pursuant to AVX Corporation 2014 Restricted Stock Unit Plan (incorporated by reference toExhibit 10.2 of the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2016). 10.18 Technology Disclosure Agreement, effective as of October 7, 2016, between the Company and Kyocera Corporation (incorporated by reference to Exhibit 10.1of the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2016). 10.19Sale and Purchase Agreement, dated July 19, 2017, among AVX Limited, AVX Corporation and TT Electronics, PLC related to the acquisition of theTransportation, Sensing and Control division from the U.S. Company, TT Electronics, PLC (incorporated by reference to Exhibit 10.2 of the Quarterly Reporton Form 10-Q of the Company for the period ended June 30, 2017. *10.20Agreement and Plan of Merger, dated December 29, 2017, by and among AVX Corporation, Armstrong Alpert, Inc., Ethertronics, Inc., and Fortis Advisors LLC(incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2017). 10.21Share Purchase and Transfer Agreement, dated March 27, 2018 by and among AVX Corporation, AVX INTERCONNECT Europe GmbH, and the Shareholdersof KUMATEC. *10.22Agreement between AVX Corporation and Kurt P. Cummings dated March 26, 2018 21.1Subsidiaries of the Registrant. 23.1Consent of PricewaterhouseCoopers LLP. 24.1Power of Attorney 31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer – John Sarvis 31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer – Kurt P. Cummings 32.1Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - John Sarvis and Kurt P. Cummings 101.INS**XBRL Instance 101.SCH**XBRL Taxonomy Extension Schema 101.CAL**XBRL Taxonomy Extension Calculation 101.DEF**XBRL Taxonomy Extension Definition 101.LAB**XBRL Taxonomy Extension Labels 101.PRE**XBRL Taxonomy Extension Presentation * Agreement relates to executive compensation.**XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, asamended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. - 44 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT46 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. AVX Corporation by: /s/ Michael E. HufnagelMICHAEL E. HUFNAGELVice President of Corporate Finance Dated: May 18, 2018 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated. Signature TitleDate /s/ John Sarvis Chairman of the Board, Chief Executive Officer and PresidentMay 18, 2018John Sarvis (Principal Executive Officer) /s/ Kurt P. Cummings Executive Vice President, Chief Financial Officer, TreasurerMay 18, 2018Kurt P. Cummings (Principal Financial Officer) /s/ Michael E. Hufnagel Vice President of Corporate FinanceMay 18, 2018Michael E. Hufnagel (Principal Accounting Officer) * Goro Yamaguchi DirectorMay 18, 2018* Hideo Tanimoto DirectorMay 18, 2018* Shoichi Aoki DirectorMay 18, 2018* Koichi Kano DirectorMay 18, 2018* Hiroshi Fure DirectorMay 18, 2018* Donald B. Christiansen DirectorMay 18, 2018* David DeCenzo DirectorMay 18, 2018* Joseph Stach DirectorMay 18, 2018 * by: /s/ Kurt P. Cummings KURT P. CUMMINGS, Attorney-in-Fact for each of the persons indicated. - 45 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT47 Table of Contents AVX Corporation and SubsidiariesConsolidated Balance Sheets(in thousands, except per share data) As of March 31, 2017 2018 Assets Current assets: Cash and cash equivalents $578,634 $547,415 Short-term investments in securities 528,748 279,787 Accounts receivable - trade, net 176,730 275,259 Accounts receivable - affiliates 10,074 9,255 Inventories, net 474,128 516,777 Income taxes receivable 34,287 2,566 Prepaid and other 33,803 70,665 Total current assets 1,836,404 1,701,724 Property and equipment, net 239,951 418,286 Goodwill 213,051 316,298 Intangible assets, net 53,650 128,612 Deferred income taxes 124,589 75,720 Other assets 9,768 32,126 Total Assets $2,477,413 $2,672,766 Liabilities and Stockholders' Equity Current liabilities: Accounts payable - trade $43,778 $89,726 Accounts payable - affiliates 36,663 26,320 Income taxes payable 3,944 8,290 Accrued payroll and benefits 32,980 52,044 Accrued expenses 98,702 118,183 Total current liabilities 216,067 294,563 Income taxes payable - 69,645 Pensions 12,663 10,605 Deferred income taxes 957 12,895 Other liabilities 31,247 41,615 Total non-current liabilities 44,867 134,760 Total Liabilities 260,934 429,323 Commitments and contingencies (Note 13) Stockholders' Equity: Preferred stock, par value $.01 per share: - - Authorized, 20,000 shares; None issued and outstanding Common stock, par value $.01 per share: 1,764 1,764 Authorized, 300,000 shares; issued, 176,369 shares; outstanding, 167,930 and 168,434 shares for 2017 and 2018,respectively Additional paid-in capital 357,203 360,077 Retained earnings 2,033,285 1,962,467 Accumulated other comprehensive (loss) (67,163) 21,257 Treasury stock, at cost, 8,439 and 7,935 shares for 2017 and 2018, respectively (108,610) (102,122)Total Stockholders' Equity 2,216,479 2,243,443 Total Liabilities and Stockholders' Equity $2,477,413 $2,672,766 See accompanying notes to consolidated financial statements. - 46 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT48 Table of Contents AVX Corporation and SubsidiariesConsolidated Statements of Operations(in thousands, except per share data) Fiscal Year Ended March 31, 2016 2017 2018 Net sales $1,195,529 $1,312,661 $1,562,474 Cost of sales 906,460 1,027,906 1,243,612 Gross profit 289,069 284,755 318,862 Selling, general and administrative expenses 119,767 117,598 140,528 Legal and environmental (benefit) charges 45,318 3,600 (1,500)Profit from operations 123,984 163,557 179,834 Other income (loss): Interest income 5,003 7,381 12,778 Other, net 3,165 4,011 (299)Income before income taxes 132,152 174,949 192,313 Provision for income taxes 30,617 49,164 187,403 Net income $101,535 $125,785 $4,910 Income per share: Basic $0.61 $0.75 $0.03 Diluted $0.60 $0.75 $0.03 Dividends declared (per share) $0.42 $0.43 $0.45 Weighted average common shares outstanding: Basic 167,797 167,506 168,262 Diluted 167,961 167,837 168,925 See accompanying notes to consolidated financial statements. - 47 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT49 Table of Contents AVX Corporation and SubsidiariesConsolidated Statements of Comprehensive Income (Loss)(in thousands) Fiscal Year Ended March 31, 2016 2017 2018 Net income $101,535 $125,785 $4,910 Other comprehensive income, net of income taxes: Foreign currency translation adjustment 14,330 (14,674) 76,711 Foreign currency cash flow hedges adjustment 2 183 (490) Pension liabilities adjustment 8,209 (7,527) 12,199 Other post-employment obligations (244) (777) - Other comprehensive income (loss), net of income taxes 22,297 (22,795) 88,420 Comprehensive income $123,832 $102,990 $93,330 See accompanying notes to consolidated financial statements. - 48 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT50 Table of Contents AVX Corporation and SubsidiariesConsolidated Statements of Stockholders’ Equity(in thousands, except per share data) Accumulated Common Stock Additional Other Number Treasury Paid-In Retained Comprehensive Of Shares Amount Stock Capital Earnings Income (Loss) Total Balance at March 31, 2015 168,191 $1,764 $(104,608) $352,996 $1,948,476 $(66,665) $2,131,963 Net income - - - - 101,535 - 101,535 Other comprehensive income, net of income taxes - - - - - 22,297 22,297 Dividends of $0.42 per share - - - - (70,499) - (70,499)Stock-based compensation expense - - - 1,229 - - 1,229 Stock option activity 62 - 805 (97) - - 708 Tax benefit of stock option exercises - - - 58 - - 58 Treasury stock purchased (761) - (10,185) - - - (10,185)Balance at March 31, 2016 167,492 $1,764 $(113,988) $354,186 $1,979,512 $(44,368) $2,177,106 Net income - - - - 125,785 - 125,785 Other comprehensive loss, net of income taxes - - - - - (22,795) (22,795)Dividends of $0.43 per share - - - - (72,012) - (72,012)Stock-based compensation expense - - - 2,327 - - 2,327 Stock option activity 794 - 10,211 (93) - - 10,118 Tax benefit of stock option exercises - - - 782 - - 782 Treasury stock purchased (356) - (4,833) - - - (4,833)Balance at March 31, 2017 167,930 $1,764 $(108,610) $357,203 $2,033,285 $(67,163) $2,216,479 Net income - - - - 4,910 - 4,910 Other comprehensive loss, net of income taxes - - - - - 88,420 88,420 Dividends of $0.45 per share - - - - (75,728) - (75,728)Stock-based compensation expense - - - 3,407 - - 3,407 Stock option activity 504 - 6,488 (10) - - 6,478 Payments of tax withholding for vested restrictedstock units - - - (523) - - (523)Balance at March 31, 2018 168,434 $1,764 $(102,122) $360,077 $1,962,467 $21,257 $2,243,443 See accompanying notes to consolidated financial statements. - 49 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT51 Table of Contents AVX Corporation and SubsidiariesConsolidated Statements of Cash Flows (in thousands) Fiscal Year Ended March 31, 2016 2017 2018 OPERATING ACTIVITIES: Net income $101,535 $125,785 $4,910 Adjustment to reconcile net income to net cash from operating activities: Depreciation and amortization 38,951 42,687 59,788 Stock-based compensation expense 1,229 2,327 3,407 Deferred income taxes 26,722 (2,175) 43,993 Gain (loss) on disposal of property and equipment 87 (1,894) 267 Changes in operating assets and liabilities, excluding acquisitions : Accounts receivable 20,578 (18,116) (26,075)Inventories 55,482 6,798 20,850 Accounts payable and accrued expenses (77,494) 33,447 (32,981)Income taxes payable (591) (39,272) 72,112 Other assets 8,429 13,219 50,037 Other liabilities (8,487) 32,205 (811)Net cash provided by operating activities 166,441 195,011 195,497 INVESTING ACTIVITIES: Purchases of property and equipment (48,103) (66,288) (100,537)Purchase of business, net of cash and debt acquired - - (290,280)Purchases of investment securities (771,178) (1,449,298) (1,724,921)Redemptions of investment securities 803,470 1,500,586 1,978,157 Proceeds from property, plant & equipment dispositions 1,084 11,266 36 Other investing activities - - (969)Net cash used in investing activities (14,727) (3,734) (138,514) FINANCING ACTIVITIES: Dividends paid (70,499) (72,012) (75,728)Purchase of treasury stock (10,185) (4,833) - Proceeds from exercise of stock options 708 10,118 5,955 Principle payments of debt - - (21,106) Payments of tax withholding for vested restricted stock units - - (523)Excess tax benefit from stock-based payment arrangements 58 782 - Net cash used in financing activities (79,918) (65,945) (91,402)Effect of exchange rate on cash 807 (906) 3,200 Increase (decrease) in cash and cash equivalents 72,603 124,426 (31,219)Cash and cash equivalents at beginning of period 381,605 454,208 578,634 Cash and cash equivalents at end of period $454,208 $578,634 $547,415 See accompanying notes to consolidated financial statements. - 50 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT52 Table of Contents AVX Corporation and SubsidiariesNotes to Consolidated Financial Statements(in thousands, except per share data) 1. Summary of Significant Accounting Policies: General: AVX Corporation is a leading worldwide manufacturer, supplier and reseller of a broad line of electronic components and interconnect, sensing and control devices,and related products. The consolidated financial statements of AVX Corporation (“AVX” or “the Company”) include all accounts of the Company and its subsidiaries. Allsignificant intercompany transactions and accounts have been eliminated. From January 1990 through August 15, 1995, we were wholly owned by Kyocera Corporation (“Kyocera”). As of March 31, 2018, Kyocera owned approximately 72% ofour outstanding shares of common stock. Use of Estimates: The consolidated financial statements are prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requiresus to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reported periods. We base our estimates and judgments on historical experience andon various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values ofassets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. On an ongoingbasis, we evaluate our accounting policies and disclosure practices. Cash Equivalents and Investments in Securities: We consider all highly liquid investments purchased with an original maturity of three months (90 days) or less to be cash equivalents. Our short-term and long-term investment securities are accounted for as held-to-maturity securities and are carried at amortized cost. We have the ability and intent tohold these investments until maturity. All income generated from the held-to-maturity securities investments are recorded as interest income. Inventories: We determine the cost of raw materials, work in process, and finished goods inventories by the first-in, first-out (“FIFO”) method. Manufactured inventory costsinclude material, labor, and manufacturing overhead. Inventories are valued at the lower of cost or market (realizable value) and are valued at market value where there isevidence that the utility of goods will be less than cost and that such write-down should occur in the current period. Accordingly, at the end of each period, we evaluateour inventory and adjust to net realizable value. We review and adjust the carrying value of our inventories based on historical usage, customer forecasts received frommarketing and sales personnel, customer backlog, certain date code restrictions, technology changes, demand increases and decreases, market directional shifts, andobsolescence and aging. Property and Equipment: Property and equipment are recorded at cost. Machinery and equipment are depreciated on the double-declining balance and straight-line methods. Buildings aredepreciated on the straight-line method. The estimated useful lives used for computing depreciation are as follows: buildings and improvements – 10 to 31.5 years,machinery and equipment – 3 to 10 years. Depreciation expense was $33,918, $37,493 and $50,813 for the fiscal years ended March 31, 2016, 2017 and 2018, respectively. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of any such assets may not berecoverable. If the sum of the undiscounted cash flows is less than the carrying value of the related assets, we recognize an impairment loss, measured as the amount bywhich the carrying value exceeds the fair value of the assets. The cost of maintenance and repairs is charged to expense as incurred. Upon disposal or retirement, the cost and accumulated depreciation of assets are eliminatedfrom the respective accounts. Any gain or loss is reflected in our results of operations. - 51 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT53 Table of Contents Goodwill and Acquired Intangible Assets: We do not amortize goodwill. We test goodwill for impairment annually or whenever conditions indicate that such impairment could exist. The carrying value ofgoodwill is evaluated in relation to the operating performance and estimated future discounted cash flows of the related reporting unit. If the sum of the discounted cashflows is less than the carrying value of the related assets, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value ofthe assets. The estimate of cash flow is based upon, among other things, certain assumptions about expected future operating performance. Our annual goodwillimpairment analysis indicated that there was no related impairment for the fiscal years ended March 31, 2016, 2017, or 2018. We have determined that our intangible assets have finite useful lives. Intangible assets are amortized on a straight-line basis over their estimated useful lives.Amortization expense was $5,033, $5,194, and $9,006 for the fiscal years ended March 31, 2016, 2017, and 2018, respectively. March 31, 2017 March 31, 2018 Gross CarryingAmount AccumulatedAmortization Gross CarryingAmount AccumulatedAmortization Amortized intangible assets: Customer relationships $51,000 $(26,917) $96,388 $(30,819)Developed technology and other 14,521 (12,153) 43,689 (13,816)Trade name and trademarks 34,000 (6,800) 43,380 (10,210)Total 99,521 (45,870) 183,457 (54,845) The estimated future annual amortization expense for intangible assets is as follows: Fiscal Year ended March 31, Estimated Amortization Expense 2019 $13,421 2020 13,375 2021 13,077 2022 12,201 2023 12,040 Thereafter 64,498 Pension Assumptions: Pension benefit obligations and the related effects on our results of operations are calculated using actuarial models. Two critical assumptions, discount rate andexpected rate of return on plan assets, are important elements of plan expense and/or liability measurement. We evaluate these assumptions annually. The discount rateenables us to state expected future cash flows at a present value on the measurement date. To determine the discount rate, we apply the expected cash flows from eachindividual pension plan to specific yield curves at the plan’s measurement date and determine a level equivalent yield unique to each plan. A lower discount rate increasesthe present value of benefit obligations and increases pension expense. To determine the expected long-term rate of return on pension plan assets, we consider the currentand expected asset allocations, as well as historical and expected returns on various categories of plan assets. Other assumptions involve demographic factors such asretirement, mortality, and turnover. These assumptions are evaluated annually and are updated to reflect our experience. Actual results in any given year will often differfrom actuarial assumptions because of economic and other factors. In such cases, the differences between actual results and actuarial assumptions are amortized overfuture periods. - 52 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT54 Table of Contents Income Taxes: As part of the process of preparing our consolidated financial statements, we are required to estimate our tax assets and liabilities in each of the jurisdictions in whichwe operate. This process involves management estimating the actual current tax exposure together with assessing temporary differences resulting from different treatmentof items for tax and accounting purposes. These differences result in deferred tax assets and liabilities that are included within our consolidated balance sheets. We assessthe likelihood that our deferred tax assets will be recoverable based on all available evidence, both positive and negative. To the extent we believe that recovery is not morelikely than not, we establish a valuation allowance. We have recorded valuation allowances due to uncertainties related to our ability to realize some of our deferred tax assets, primarily consisting of certain net operatinglosses carried forward before they expire. The valuation allowance is based on our estimates of future taxable income over the periods that our deferred tax assets will berecoverable. We continue to evaluate countries where we have a valuation allowance on our deferred tax assets due to historical operating losses and when such positiveevidence outweighs negative evidence we will release such valuation allowance as appropriate. We also record a provision for certain international, federal, and state tax contingencies based on the likelihood of obligation, when needed. In the normal course ofbusiness, we are subject to challenges from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These challenges may result in adjustments of the timingor amount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts andcircumstances may affect our ability to utilize tax benefits as well as the estimated taxes to be paid in future periods. We believe that any potential tax exposures have beensufficiently provided for in the consolidated financial statements. In the event that actual results differ from these estimates, we may need to adjust tax accounts and relatedpayments, which could materially impact our financial condition and results of operations. We account for uncertainty in income taxes recognized in our financial statements. We recognize in our financial statements the impact of a tax position, if that positionwould “more likely than not” be sustained on audit, based on the technical merits of the position. Accruals for estimated interest and penalties are recorded as acomponent of interest expense. The Tax Cuts and Jobs Act (the "Act") was enacted into law in the U.S. on December 22, 2017. Among numerous other provisions, the Act reduced the statutory U.S.corporation income tax rate from 35% to 21%, effective January 1, 2018. This was the primary reason for a change in AVX's global tax rate estimate for the fiscal year endingMarch 31, 2018, resulting in a blended, estimated global tax rate of 27% for fiscal 2018. The Act also resulted in an estimated net decrease in the valuation of U.S. net currentand deferred tax assets and liabilities of $24.7 million. The Act reduced or eliminated certain corporate tax deductions and provided for a transition from a worldwide to amodified territorial tax system for resident corporations and related corporate group members accompanied by a one-time tax, effective December 31, 2017, on all U.S.-basedcorporate groups' accumulated foreign earnings as yet untaxed by the U.S. This one-time tax is assessed at a 15.5% rate on all such earnings held in cash or liquid assetpositions, and at an 8% rate on all other non-liquid asset positions. This one-time tax was recorded in the results for the quarter ended December 31, 2017, and wasapproximately $75.7 million, which is payable in installments over an eight-year period beginning in 2018. Based on our interpretation of the Act, we made reasonableestimates to record provisional adjustments during fiscal 2018. The Act also puts in place several new tax laws that are generally effective prospectively from January 1, 2018, including but not limited to: a base erosion and anti-abuse tax; elimination of U.S. federal taxes on substantially all dividends from foreign subsidiaries; a lower U.S. tax rate on certain revenues from sources outside the U.S.;and, implementation of a new provision to tax certain global intangible low-taxed income of foreign subsidiaries. We will continue to assess all of the other relevant aspectsof the Act, including additional guidance under the Act, among other things which might impact our income tax provision. In consideration of the Act, the Company has determined that it is no longer necessary to assert that cash and profits generated by our foreign subsidiaries willcontinue to be reinvested locally indefinitely. Accordingly, we provided for estimated foreign withholding taxes and associated foreign tax credits related to the potentialdistribution of such earnings. Therefore, in addition to the one-time tax noted above, we also provided for estimated foreign withholding taxes of approximately $13.6million related to the potentional distribution of such foreign earnings.Foreign Currency Activity: Assets and liabilities of foreign subsidiaries, where functional currencies are their local currencies, are translated into U.S. dollars at the exchange rate in effect at thebalance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments result from the processof translating foreign currency financial statements into U.S. dollars and are reported separately as a component of accumulated other comprehensive income (loss).Transaction gains and losses reflected in the functional currencies are reported in our results of operations at the time of the transaction. Derivative Financial Instruments: Derivative instruments are reported on the consolidated balance sheets at their fair values. The accounting for changes in fair value depends upon the purpose of thederivative instrument and whether it is designated and qualifies for hedge accounting. For instruments designated as accounting hedges, the effective portion of gains orlosses is reported in other comprehensive income (loss) and is reclassified into the statement of operations in the same period during which the hedged transaction affectsour results of operations. Any contracts that do not qualify as hedges, for accounting purposes, are marked to market with the resulting gains and losses recognized inother income or expense. We use financial instruments such as forward exchange contracts to hedge a portion, but not all, of our firm commitments denominated in foreign currencies. Thepurpose of our foreign currency management is to minimize the effect of exchange rate changes on actual cash flows from foreign currency denominated transactions. SeeNote 14 for further discussion of derivative financial instruments. - 53 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT55 Table of Contents Revenue Recognition and Accounts Receivable: All products are built to specification and tested by AVX or our suppliers for adherence to such specification before shipment to customers. We ship products tocustomers based upon firm orders. Shipping and handling costs are included in cost of sales. We recognize revenue when the sales process is complete. This occurs whenproducts are shipped to the customer in accordance with the terms of an agreement of sale, there is a fixed or determinable selling price, title and risk of loss have beentransferred, and collectability is reasonably assured. We evaluate gross versus net presentation on revenues from products purchased and resold in accordance with therevenue recognition criteria outlined in FASB ASC 605-45, Principal Agent Considerations. Based on the evaluation with our resale arrangements with Kyocera, includingconsideration of the primary indicators set forth in ASC 605-45-45, we record revenue related to products purchased and resold on a gross basis. Estimates used indetermining sales allowance programs described below are subject to the volatilities of the marketplace. This includes, but is not limited to, changes in economicconditions, pricing changes, product demand, inventory levels in the supply chain, the effects of technological change, and other variables that might result in changes toour estimates. Accordingly, there can be no assurance that actual results will not differ from those estimates. Accounts Receivable We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance isdetermined through an analysis of the aging of accounts receivable and assessments of risk that are based on historical trends and an evaluation of the impact of currentand projected economic conditions. We evaluate the past-due status of trade receivables based on contractual terms of sale. If the financial condition of our customerswere to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Returns Sales revenue and cost of sales reported in the statement of operations are reduced to reflect estimated returns. We record an estimated sales allowance for returns atthe time of sale based on historical trends, current pricing and volume information, other market specific information, and input from sales, marketing, and other keymanagement personnel. The amount accrued reflects the return of value of the customer’s inventory. These procedures require the exercise of significant judgments. Webelieve that these procedures enable us to make reliable estimates of future returns. Our actual results have historically approximated our estimates. When the product isreturned and verified, the customer is given credit against their accounts receivable. Distribution Programs A portion of our sales to independent electronic component distributor customers are subject to various distributor sales programs. We report provisions fordistributor allowances in connection with such sales programs as a reduction in revenue and report distributor allowances in the balance sheet as a reduction in accountsreceivable. For the distribution programs described below, we do not track the individual units that are recorded against specific products sold from distributor inventories,which would allow us to directly compare revenue reduction for credits recorded during any period with credits ultimately awarded in respect of products sold during thatperiod. Nevertheless, we believe that we have an adequate basis to assess the reasonableness and reliability of our estimates for each program. Distributor Stock Rotation Program Stock rotation is a program whereby distributor customers are allowed to return for credit qualified inventory, semi-annually, equal to a certain percentage, primarilylimited to 5% of the previous six months net sales. We record an estimated sales allowance for stock rotation at the time of sale based on a percentage of distributor salesusing historical trends, current pricing and volume information, other market specific information, and input from sales, marketing, and other key management personnel.These procedures require the exercise of significant judgments. We believe that these procedures enable us to make reliable estimates of future returns under the stockrotation program. Our actual results have historically approximated our estimates. When the product is returned and verified, the distributor is given credit against theiraccounts receivable. - 54 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT56 Table of Contents Distributor Ship-from-Stock and Debit Program Ship-from-Stock and Debit (“ship and debit”) is a program designed to assist distributor customers in meeting competitive prices in the marketplace on sales to theirend customers. Ship and debit programs require a request from the distributor for a pricing adjustment for a specific part for a sale to the distributor’s end customer fromthe distributor’s stock. Ship and debit authorizations may cover current and future distributor activity for a specific part for sale to their customer. At the time we recordsales to the distributors, we provide an allowance for the estimated future distributor activity related to such sales since it is probable that such sales to distributors willresult in ship and debit activity. We record an estimated sales allowance based on sales during the period, credits issued to distributors, distributor inventory levels,historical trends, market conditions, pricing trends we see in our direct sales activity with original equipment manufacturers and other customers, and input from sales,marketing, and other key management personnel. These procedures require the exercise of significant judgments. We believe that these procedures enable us to makereliable estimates of future credits under the ship and debit program. Our actual results have historically approximated our estimates. At the time the distributor ships thepart from stock, the distributor debits us for the authorized pricing adjustment. Special Incentive Programs We may offer special incentive discounts based on amount of product ordered or shipped. At the time we record sales under these agreements, we provide anallowance for the discounts on the sales for which the customer is eligible. The customer then debits us for the authorized discount amount. Research, Development, and Engineering: Research, development, and engineering expenditures are expensed when incurred. Research and development expenses are included in selling, general, andadministrative expenses and were $13,683, $16,493, and $17,886 for the fiscal years ended March 31, 2016, 2017, and 2018, respectively. Engineering expenses are included incost of sales and were $14,616, $14,453, and $23,892 for the fiscal years ended March 31, 2016, 2017, and 2018, respectively. Stock-Based Compensation: We recognize compensation cost resulting from all share-based payment transactions in the financial statements. The amount of compensation cost is measured basedon the grant-date fair value for the share-based payment issued. Our policy is to grant stock options with an exercise price equal to our stock price on the date of grant.Compensation cost is recognized over the vesting period of the award. We use the Black-Scholes-Merton option-pricing model to determine the fair value of stock options at the grant date. We use the closing fair market value of theCompany’s common stock on the grant date to determine the fair value of restricted stock units (“RSU”) at the grant date. See Note 12 for assumptions used. Treasury Stock: Our Board of Directors has approved stock repurchase authorizations in 2005 and 2007 whereby up to 10,000 shares of common stock can be purchased from time totime at the discretion of management. Accordingly, 761 shares were purchased during the fiscal year ended March 31, 2016, 356 shares were purchased during the fiscalyear ended March 31, 2017, and 0 shares were purchased during the fiscal year ended March 31, 2018. As of March 31, 2018, we had in treasury 7,935 common shares at acost of $102,122. There are 3,067 shares that may yet be purchased under the 2007 authorization. Commitments and Contingencies: Liabilities for loss contingencies are recorded when analysis indicates that it is both probable that a liability has been incurred and the amount of loss can bereasonably estimated. When a range of loss can be estimated, we accrue the most likely amount. In the event that no amount in the range of probable loss is consideredmost likely, the minimum loss in the range is accrued. Amounts recorded are reviewed periodically and adjusted to reflect additional legal and technical information thatbecomes available. Legal advisory costs are expensed as incurred. - 55 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT57 Table of Contents New Accounting Standards: In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This guidance modifies how an entity will determine the measurement ofrevenue and timing of when it is recognized. The guidance provides for a five-step approach in applying the standard: 1) identifying the contract with the customer, 2)identifying separate performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to separate performance obligations,and 5) recognizing the revenue when the performance obligation has been satisfied. The new guidance requires enhanced disclosures for the nature, amount, timing, anduncertainty of revenue that is being recognized. The guidance is effective for public companies for interim and annual reporting periods beginning after December 15, 2017.Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. We have assessed the impact of the new standard and anticipateno material impact from adopting ASU 2014-09 in how we recognize revenue. We identified a change in how we recognize right-of-return liabilities which impact CurrentAssets and Current Liabilities. We will adopt ASU 2014-09 using the modified retrospective approach in the first quarter of fiscal year 2019. In February 2016, FASB issued ASU 2016-02, “Leases.” This guidance changes the requirements for inclusion of certain right-of-use assets and the associated leaseliabilities to be included in a statement of financial position. The classification criteria maintains the distinction between finance leases and operating leases. Regardingfinance leases, lessees are required to 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement offinancial position, 2) recognize interest on the lease liability separate from the amortization of the right-of-use asset in the statement of comprehensive income, and 3)classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments withinoperating activities in the statement of cash flows. Regarding operating leases, lessees are required to 1) recognize a right-of-use asset and a lease liability, initiallymeasured at the present value of the lease payments, in the statement of financial position, 2) recognize a single lease cost, calculated so that the cost of the lease isallocated over the lease term on a generally straight-line basis, and 3) classify all cash payments within operating activities in the statement of cash flows. This guidance iseffective for public companies for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We previously disclosed prior to ourrecent acquisitions that we anticipated no material impact from adopting ASU 2016-02. However, we are in the process of updating our assessment to include the impact ofour recently acquired companies. In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for publiccompanies for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The standard became effective for the interimreporting period ending June 30, 2017 and has not had a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other.” This guidance simplifies how an entity is required to test goodwill for impairmentby eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill withthe carrying amount of goodwill. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with itscarrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognizedshould not exceed the total amount of goodwill allocated to that reporting unit. This ASU also removes the requirements for any reporting unit with a zero or negativecarrying amount to perform a qualitative assessment, and if it fails that qualitative test to perform Step 2 of the goodwill impairment test. Companies are to apply thestandard on a prospective basis. The guidance is effective for public companies that are an SEC filer for fiscal years beginning after December 15, 2019. Early adoption ispermitted and management elected to adopt this guidance beginning with the interim period ending June 30, 2017. The adoption of this standard has not had a materialimpact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging.” The standard aims to align the designation and measurement guidance for qualifyinghedging relationships and the presentation of hedge results for cash flow and fair value hedge accounting with risk management activities. The guidance is effective forpublic companies for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted in anyinterim period after issuance. We do not anticipate a material impact from adopting this standard in the first quarter of fiscal year 2019. In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income." This standard allows a reclassification from accumulatedother comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The standard is effective for fiscal years beginning after December 15,2018, including interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We arecurrently evaluating the potential impact on our consolidated financial statements and disclosures. We have reviewed other newly issued accounting pronouncements and concluded that they are either not applicable to our business or that no material effect isexpected on our consolidated financial statements as a result of future adoption. - 56 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT58 Table of Contents 2. Earnings Per Share: Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding for the period. Dilutedearnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b)the dilutive effect of potential common stock equivalents during the period. Stock options and unvested service-based RSU awards make up the common stock equivalentsand are computed using the treasury stock method. The table below represents the basic and diluted earnings per share, calculated using the weighted average number of shares of common stock and potential commonstock equivalents outstanding for the years ended March 31, 2016, 2017, and 2018: Fiscal Year Ended March 31, 2016 2017 2018 Net income $101,535 $125,785 $4,910 Computation of Basic EPS: Weighted Average Shares Outstanding used in Computing Basic EPS 167,797 167,506 168,262 Basic earnings per share $0.61 $0.75 $0.03 Computation of Diluted EPS: Weighted Average Shares Outstanding used in Computing Basic EPS 167,797 167,506 168,262 Effect of stock options 164 331 663 Weighted Average Shares used in Computing Diluted EPS (1) 167,961 167,837 168,925 Diluted earnings per share $0.60 $0.75 $0.03 (1) Common stock equivalents not included in the computation of diluted earnings per share because the impact would have been anti-dilutive were 2,974 shares, 1,381shares, and 1,733 shares for the fiscal years ended March 31, 2016, 2017, and 2018, respectively. 3. Comprehensive Income: Comprehensive income (loss) includes the following components: Fiscal Year Ended March 31, 2016 2017 2018 Pre-tax Net of Tax Pre-tax Net of Tax Pre-tax Net of Tax Foreign currency translation adjustment $14,330 $14,330 $(14,674) $(14,674) $76,711 $76,711 Foreign currency cash flow hedges adjustment 29 2 205 183 (626) (490)Pension liability adjustment 11,077 8,209 (10,155) (7,527) 16,063 12,199 Other post-employment obligations (244) (244) (777) (777) - - Other comprehensive income (loss) $25,192 $22,297 $(25,401) $(22,795) $92,148 $88,420 - 57 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT59 Table of Contents The accumulated balance of comprehensive income (loss) is as follows: As of March 31, 2017 2018 Foreign currency translation adjustment $(14,330) $62,381 Foreign currency cash flow hedges adjustment 367 (123)Pension liability adjustment (49,618) (37,419)Other post-employment obligations (3,582) (3,582)Accumulated other comprehensive income (loss) $(67,163) $21,257 4. Fair Value: Fair Value Hierarchy: The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to value the assets orliabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined asfollows: ■Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities. ■Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices foridentical assets or liabilities in inactive markets. ■Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. During the fiscal years ended March 31, 2016, 2017, and 2018, there have been no transfers of assets between the levels within the fair value hierarchy. Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2017 (Level 1) (Level 2) (Level 3) Assets measured at fair value on a recurring basis: Assets held in the non-qualified deferred compensation program(1) $6,082 $4,810 $1,272 $- Foreign currency derivatives(2) 1,492 - 1,492 - Total $7,574 $4,810 $2,764 $- Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2017 (Level 1) (Level 2) (Level 3) Liabilities measured at fair value on a recurring basis: Obligation related to assets held in the non-qualified deferred compensationprogram(1) $6,082 $4,810 $1,272 $- Foreign currency derivatives(2) 886 - 886 - Total $6,968 $4,810 $2,158 $- - 58 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT60 Table of Contents Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2018 (Level 1) (Level 2) (Level 3) Assets measured at fair value on a recurring basis: Assets held in the non-qualified deferred compensation program(1) $6,649 $5,959 $690 $- Foreign currency derivatives(2) 257 - 257 - Total $6,906 $5,959 $947 $- Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2018 (Level 1) (Level 2) (Level 3) Liabilities measured at fair value on a recurring basis: Obligation related to assets held in the non-qualified deferred compensationprogram(1) $6,649 $5,959 $690 $- Foreign currency derivatives(2) 514 - 514 - Total $7,163 $5,959 $1,204 $- (1) The market value of the assets held in the trust for the non-qualified deferred compensation program is included as an asset and as a liability as the trust’s assets areboth assets of the Company and also a liability as they are available to general creditors in certain circumstances. (2) Foreign currency derivatives in the form of forward contracts are included in prepaid and other assets and liabilities in the March 31, 2017 and 2018 consolidated balancesheets. Unrealized gains and losses on derivatives classified as cash flow hedges are recorded in other comprehensive income (loss). Realized gains and losses onderivatives classified as cash flow hedges and gains and losses on derivatives not designated as hedges are recorded in other income. Valuation Techniques: The following describes valuation techniques used to value our assets held in the non-qualified deferred compensation plan and derivatives. Assets held in the non-qualified deferred compensation plan Assets valued using Level 1 inputs in the table above represent assets from our non-qualified deferred compensation program. The funds in the non-qualified deferredcompensation program are valued based on the number of shares in the funds using a price per share traded in an active market. Investments are considered impaired when a decline in fair value is judged to be other-than-temporary. If the cost of an investment exceeds its fair value, among otherfactors, we evaluate general market conditions, the duration and extent to which the fair value is less than cost, our intent and ability to hold the investment, and whether ornot we expect to recover the security’s entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and anew cost basis in the investment is established. Derivatives We primarily use forward contracts, with maturities generally less than four months, designated as cash flow hedges to protect against the foreign currency exchangerate risks inherent in forecasted transactions related to purchase commitments and sales, denominated in various currencies. We also use derivatives not designated ashedging instruments to hedge foreign currency balance sheet exposures. These derivatives are used to offset currency changes in the fair value of the hedged assets andliabilities. Fair values for all of our derivative financial instruments are valued by adjusting the market spot rate by forward points, based on the date of the contract. Thespot rates and forward points used are an average rate from an actively traded market. At March 31, 2017 and 2018, all of our forward contracts have been designated asLevel 2 measurements. - 59 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT61 Table of Contents 5. Accounts Receivable: Fiscal Year Ended March 31, 2017 2018 Gross Accounts Receivable - Trade $198,491 $300,016 Less: Allowances for doubtful accounts 1,285 1,893 Stock rotation and ship from stock and debit 14,853 15,989 Sales returns and discounts 5,623 6,875 Total allowances 21,761 24,757 $176,730 $275,259 Charges related to allowances for doubtful accounts are charged to selling, general, and administrative expenses. Charges related to stock rotation, ship from stock anddebit, sales returns, and sales discounts are reported as deductions from revenue. Fiscal Year Ended March 31, 2016 2017 2018 Allowances for doubtful accounts: Beginning Balance $659 $423 $1,285 Charges 112 785 209 Applications (348) 77 (1,524)Translation, Acquisition and other - - 1,923 Ending Balance $423 $1,285 $1,893 Fiscal Year Ended March 31, 2016 2017 2018 Stock rotation and ship from stock debit: Beginning Balance $16,378 $14,314 $14,853 Charges 29,432 25,470 30,523 Applications (31,496) (24,931) (29,387)Ending Balance $14,314 $14,853 $15,989 Fiscal Year Ended March 31, 2016 2017 2018 Sales returns and discounts: Beginning Balance $6,186 $6,681 $5,623 Charges 21,736 13,831 24,150 Applications (21,271) (14,841) (23,399)Translation, Acquisition and other 30 (48) 501 Ending Balance $6,681 $5,623 $6,875 - 60 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT62 Table of Contents 6. Inventories: Fiscal Year Ended March 31, 2017 2018 Finished goods $92,563 $93,467 Work in process 107,392 133,556 Raw materials 274,173 289,754 $474,128 $516,777 7. Property and Equipment: Fiscal Year Ended March 31, 2017 2018 Land $32,839 $43,209 Buildings and improvements 307,098 393,247 Machinery and equipment 1,150,999 1,470,460 Construction in progress 38,315 73,572 1,529,251 1,980,488 Accumulated depreciation (1,289,300) (1,562,202) $239,951 $418,286 8. Financial Instruments and Investments in Securities: Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, securities investments, and trade accountsreceivable. We place our cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit InsuranceCorporation insurance limit. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising our customerbase and their dispersion across many different industries and countries. As of March 31, 2018, we believe that our credit risk exposure is not significant. At March 31, 2017 and 2018 we classified investments in debt securities and time deposits as held-to-maturity securities. Our long-term and short-term investment securities are accounted for as held-to-maturity securities and are carried at amortized cost. We have the ability and intent tohold these investments until maturity. All income generated from the held-to-maturity securities investments is recorded as interest income. Investments in held-to-maturity securities, recorded at amortized cost, were as follows: As of March 31, 2017 Cost GrossUnrealizedGains GrossUnrealizedLosses Estimated FairValue Short-term investments: Corporate bonds $10,120 $- $(1) $10,119 Time deposits 518,628 148 - 518,776 $528,748 $148 $(1) $528,895 - 61 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT63 Table of Contents As of March 31, 2018 Cost GrossUnrealizedGains GrossUnrealizedLosses Estimated FairValue Short-term investments: Commercial Paper $10,597 $(1) $- $10,596 Time deposits 269,190 203 - 269,393 $279,787 $202 $- $279,989 The amortized cost and estimated fair value of held-to-maturity investments at March 31, 2018, by contractual maturity, are shown below. The estimated fair value ofthese investments are based on valuation inputs that include benchmark yields, reported trades, broker and dealer quotes, issuer spreads, two-sided markets, benchmarksecurities, bids, offers, and reference data, which are Level 2 inputs in the fair value hierarchy. Actual maturities may differ from contractual maturities because issuers mayhave the right to call or prepay obligations without call or prepayment penalties. Held-to-Maturity Amortized Cost Estimated FairValue Due in one year or less $279,787 $279,989 Due after one year through five years - - Total $279,787 $279,989 9. Income Taxes: For financial reporting purposes, income before income taxes includes the following components: Fiscal Year Ended March 31, 2016 2017 2018 Domestic $39,713 $75,659 $85,263 Foreign 92,439 99,290 107,050 Total $132,152 $174,949 $192,313 The provision for income taxes consisted of: Fiscal Year Ended March 31, 2016 2017 2018 Current: Federal/State $(11,117) $33,220 $123,527 Foreign 15,028 18,494 19,883 Total 3,911 51,714 143,410 Deferred: Federal/State 23,903 1,725 25,822 Foreign 2,803 (4,275) 18,171 Total 26,706 (2,550) 43,993 $30,617 $49,164 $187,403 - 62 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT64 Table of Contents Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and theamounts used for income tax purposes. As of March 31, 2017 2018 Non-current: Assets Liabilities Assets Liabilities Sales and receivable allowances $9,090 $- $5,711 $- Inventory reserves 12,276 - 7,645 - Depreciation and amortization 3,696 - - (22,336)Pension obligations 5,817 - 550 - Accrued expenses 34,282 - 30,089 - Other, net 2,044 - - (21,692)Net operating loss and tax credit carry forwards 70,360 - 77,108 - Sub total 137,565 - 121,103 (44,028)Less: valuation allowances (13,933) - (14,250) - Total Non-current $123,632 $- $106,853 $(44,028) As of March 31, 2017 2018 Assets, net of valuation allowances $123,632 $106,853 Liabilities - (44,028)Net deferred income tax assets $123,632 $62,825 As of March 31, Balance Sheet Presentation 2017 2018 Noncurrent assets $124,589 $75,720 Noncurrent liabilities (957) (12,895)Net deferred income tax assets $123,632 $62,825 As of March 31, 2016 2017 2018 Valuation allowance beginning balance $27,207 $26,034 $13,933 Charged to income tax provision 413 (1,128) (2,879)Additions - - 2,975 Releases (2,730) (7,413) - Translation and other 1,144 (3,560) 221 Valuation allowance ending balance $26,034 $13,933 $14,250 - 63 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT65 Table of Contents Reconciliation between the U.S. Federal statutory income tax rate and our effective rate for income tax is as follows: Fiscal Year Ended March 31, 2016 2017 2018 U.S. Federal statutory rate 35.0% 35.0% 31.5% Increase (decrease) in tax rate resulting from: State income taxes, net of federal benefit 0.4 0.5 0.8 Effect of foreign operations (8.7) (8.3) (7.1) Change in valuation allowance 0.5 (5.0) - Deemed dividends from subsidiaries 2.9 6.3 7.3 Deduction for domestic production activities - (1.7) (1.2) Utilization of foreign tax credits (2.4) (3.9) (4.0) US and Foreign Tax Reform - - 66.7 Change in uncertain tax positions (2.6) (0.8) 0.2 Adjustment made by taxing authorities - 3.3 - Adjustment of prior year balances - 1.7 1.4 Other, net (1.9) 1.0 1.8 Effective tax rate 23.2% 28.1% 97.4% At March 31, 2018, certain of our foreign subsidiaries in Brazil, France, Germany, Israel, Japan, and Korea had tax net operating loss carry forwards totalingapproximately $206,212 of which most had no expiration date. There is a greater likelihood of not realizing the future tax benefits of these net operating losses and otherdeductible temporary differences in Brazil, Israel, China, and Korea since these losses and other deductible temporary differences must be used to offset future taxableincome of those subsidiaries, which cannot be assured, and are not available to offset taxable income of other subsidiaries located in those countries. Accordingly, we haverecorded valuation allowances related to the net deferred tax assets in these jurisdictions. Valuation allowances decreased $(1,173), $(12,101), and increased $317 during theyears ended March 31, 2016, 2017, and 2018, respectively, as a result of changes in the net operating losses of the subsidiaries or as a result of changes in foreign currencyexchange rates in the countries mentioned above. The decrease in valuation allowance during the year ended March 31, 2017 was also due to the reversal of valuation allowances of $5,530 related to the futureutilization of NOLs totaling $15,878 at a Japanese subsidiary. The related tax benefits upon utilization of the Japanese NOLs expire eight years after they are generated, andthey are not subject to annual utilization limitations. The realization of tax benefits due to the utilization of these NOLs could take an extended period of time to realize andare dependent upon the Japanese subsidiary’s continuing profitability, and some could expire prior to utilization. Income taxes paid totaled $22,919, $55,642 and $66,354 during the years ended March 31, 2016, 2017 and 2018, respectively. We do not expect that the balances with respect to our uncertain tax positions will significantly increase or decrease within the next 12 months. For our more significantlocations, we are subject to income tax examinations for the tax years 2014 and forward in the United States, 2014 and forward in Germany, 2012 and forward in Hong Kong,and 2012 and forward in the United Kingdom. - 64 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT66 Table of Contents A reconciliation of the beginning and ending balance for liabilities associated with uncertain tax positions is as follows: Balance at March 31, 2015 $6,776 Additions for tax positions of prior years 10 Additions for tax positions in current period 228 Reductions for tax positions of prior years (30)Reductions due to expiration of statutory periods (3,585)Balance at March 31, 2016 $3,399 Reductions for tax positions of prior years (89)Reductions due to expiration of statutory periods (895)Reductions due to settlements with taxing authorities (478)Balance at March 31, 2017 $1,937 Additions for tax positions of prior years 948 Additions for tax positions in current period 642 Reductions due to expiration of statutory periods (317)Balance at March 31, 2018 $3,210 We recognize interest and penalties related to uncertain tax positions in interest expense. As of March 31, 2017 and 2018, we had accrued interest related to uncertaintax positions of $340 and $470, respectively. During the year ended March 31, 2017 and 2018, we recognized a $(195) reduction in interest expense mainly due to theexpirations of statutory periods and a $71 increase in interest expense mainly due to the Ethertronics acquisition. The amount of unrecognized tax benefits recorded on our balance sheet that, if recognized, would affect the effective tax rate is approximately $1,937 and $3,210 atMarch 31, 2017 and 2018, respectively. This amount excludes the accrual for estimated interest discussed above. 10. Acquisitions: On October 2, 2017, AVX acquired the AB Electronics sensing and control business from TT Electronics, PLC, for $162,038, net of cash acquired. Now named Sensingand Control (“S&C”) and consolidated within our Interconnect, Sensing and Control Devices segment (formerly AVX Interconnect) for financial reporting purposes, theacquisition enhances AVX’s position in the automotive business and provides further opportunities for expansion and growth. Goodwill associated with the acquisitionhas been allocated to the Interconnect, Sensing and Control Devices reporting unit. We have used the acquisition method of accounting to record the transaction in accordance with FASB Accounting Standards Codification Topic 805, “BusinessCombinations.” In accordance with the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fairvalues with the excess being allocated to goodwill. Factors that contributed to the recognition of goodwill include expected synergies and the trained workforce. Thegoodwill is not deductible for tax purposes. As of March 31, 2018, the allocation of the purchase price was prepared based on estimates of fair values, as shown in the table below. The results of operations forS&C since the acquisition date are included in the accompanying consolidated statement of operations. Assets Acquired and Liabilities Assumed Allocation ofPurchase Price Accounts receivable $61,483 Inventory 42,443 Accounts payable and accrued liabilities (67,343)Other current assets and liabilities, net 9,250 Working capital 45,833 Property and equipment 85,794 Intangible assets 18,168 Other non-current assets and liabilities, net (13,806)Total identified assets and liabilities 135,989 Purchase price 162,038 Goodwill $26,049 - 65 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT67 Table of Contents We recorded approximately $18,168 of identifiable intangible assets and $26,049 of Goodwill as indicated above. The acquired intangible assets relate to the S&C tradename, existing technology and customer relationships which are being amortized over one, eleven, and six years respectively. In the quarter ended March 31, 2018 goodwillincreased by $9,691. The unaudited pro forma combined financial information is provided for the twelve month periods ended 2018 as though S&C had been acquired as of April 1, 2016.These unaudited pro forma combined results of revenues have been prepared by adjusting our historical results to include the historical results of S&C based oninformation available. Unaudited pro forma net sales for the twelve month periods ended March 31, 2017 and 2018 would be $1,633,626 and $1,736,425, respectively. Werecognized revenue of $193,326 from S&C in fiscal 2018. On January 31, 2018, AVX acquired Ethertronics, Inc. for $128,242 net of cash and debt acquired. Now named AVX Antenna and consolidated with our ElectronicComponents segment. The purchase of Ethertronics expands AVX’s extensive electronic product offering into the antenna technology market and will provide new andexciting growth opportunities for AVX going forward. The Company has used the acquisition method of accounting to record the transaction in accordance with FASB Accounting Standards Codification Topic 805,“Business Combinations.” In accordance with the acquisition method, the purchase price is allocated to the assets acquired and liabilities assumed based on theirestimated fair values with the excess being allocated to goodwill. Factors that contributed to the recognition of goodwill include expected synergies and the trainedworkforce. The goodwill is not deductible for tax purposes. As of March 31, 2018, the allocation of the purchase price was prepared based on estimates of fair values, as shown in the table below. The results of operations forAVX Antenna since the acquisition date are included in the accompanying consolidated statement of operations. Assets Acquired and Liabilities Assumed Allocation ofPurchase Price Accounts receivable $16,350 Accounts payable (10,141)Other current assets and liabilities, net 2,868 Working capital 9,077 Debt (21,105)Property and equipment 13,760 Intangible assets 64,800 Other non-current assets and liabilities, net (13,763)Total identified assets and liabilities 52,769 Purchase price 128,242 Goodwill $75,473 We recorded approximately $64,800 of identifiable intangible assets and $75,473 of Goodwill as indicated above. The acquired intangible assets relate to the AVXAntenna trade name, existing technology and customer relationships which are being amortized over ten, ten, and thirteen years, respectively. We recognized revenue of$12,740 from AVX Antenna in fiscal 2018. Our estimates of fair value and resulting purchase price allocations related to our fiscal 2018 acquisitions are preliminary. We are in the process of finalizing thevaluations. The final allocation of the purchase price may differ from the information presented in these Consolidated Financial Statements.11. Employee Retirement Plans: Pension Plans: We sponsor various defined benefit pension plans covering certain employees. Pension benefits provided to certain U.S. employees covered under collectivebargaining agreements are based on a flat benefit formula. Effective December 31, 1995, we froze benefit accruals under our domestic non-contributory defined benefitpension plan for a significant portion of the employees covered under collective bargaining agreements. Our pension plans for certain international employees provide forbenefits based on a percentage of final pay. Our funding policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefitand tax laws. We recognize the overfunded or underfunded status of our defined benefit post-retirement plans as an asset or liability in our statement of financial position andrecognize changes in that funded status in the year in which the changes occur through comprehensive income. The adjustment to our pension liability due to the changein the funded status of our plans resulted in an increase in recorded net pension liabilities by $1,069 during the fiscal year ended March 31, 2017, and an increase inrecorded net pension assets by $21,016 during the fiscal year ended March 31, 2018. - 66 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT68 Table of Contents The change in the benefit obligation and plan assets of the U.S. and international defined benefit plans for 2017 and 2018 were as follows: Fiscal Year Ended March 31, U.S. Plans International Plans 2017 2018 2017 2018 Change in benefit obligation: Benefit obligation at beginning of year $42,980 $38,625 $156,617 $169,921 Service cost 168 131 902 959 Interest cost 1,457 1,408 4,310 4,383 Plan participants' contributions - - 7 - Actuarial loss (gain) (2,443) (633) 32,882 (11,077)Benefits paid (3,537) (3,297) (6,029) (8,420)Foreign currency exchange rate changes - - (18,768) 22,732 Benefit obligation at end of year $38,625 $36,234 $169,921 $178,498 Change in plan assets: Fair value of plan assets at beginning of year $34,125 $36,689 $156,410 $161,726 Actual return (loss) on assets 3,100 2,355 24,432 8,121 Employer contributions 3,001 261 6,934 7,761 Plan participants' contributions - - 7 - Benefits paid (3,537) (3,298) (6,029) (7,702)Foreign currency exchange rate changes - - (20,028) 21,756 Fair value of plan assets at end of year 36,689 36,007 161,726 191,662 Funded status $(1,936) $(227) $(8,195) $13,164 The combined accumulated benefit obligation at March 31, 2017 and 2018 was $208,546 and $214,732 respectively. At March 31, 2018, the accumulated benefit obligation exceeded the fair value of the assets for all of the U.S. defined benefit plans and all but one of the internationaldefined benefit plans. Our assumptions used in determining the pension assets and liabilities were as follows: As of March 31, 2017 2018 Assumptions: Discount rates 0.1-3.8% 0.3-3.8% Increase in compensation - - The following table shows changes in accumulated comprehensive income, excluding the effect of income taxes, related to amounts recognized in other comprehensiveincome during fiscal 2017 and 2018 and amounts reclassified to the statement of operations as a component of net periodic pension cost during fiscal 2017 and 2018. Fiscal Year Ended March 31, U.S. Plans International Plans 2017 2018 2017 2018 Beginning balance $17,909 $12,323 $38,189 $46,201 Net loss (gain) incurred during the year (3,762) (1,187) 14,248 (13,766)Amortization of net actuarial loss (1,824) (1,143) (1,241) (1,974)Foreign currency exchange rate changes - - (4,995) 6,420 Ending Balance $12,323 $9,993 $46,201 $36,881 - 67 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT69 Table of Contents Amounts that have not yet been recognized as components of net periodic pension cost as a component of accumulated comprehensive income (loss) at March 31,2017 and 2018 are as follows: Fiscal Year Ended March 31, U.S. Plans International Plans 2017 (1) 2018 (2) 2017 (1) 2018 (2) Unrecognized net actuarial loss $7,895 $7,792 $36,549 $29,487 Unamortized prior service cost - - - - Total $7,895 $7,792 $36,549 $29,487 (1) Amounts in the above table as of March 31, 2017 are net of $4,428 and $9,652 tax benefit for the U.S. and International Plans, respectively. (2) Amounts in the above table as of March 31, 2018 are net of $2,201 and $7,394 tax benefit for the U.S. and International Plans, respectively. The March 31, 2018 balance of unrecognized net actuarial losses expected to be amortized in fiscal 2018 is $917 for the U.S. Plans and $1,317 for the International Plans,respectively. Net pension cost related to these pension plans includes the following components: Fiscal Year Ended March 31, 2016 2017 2018 Service cost $1,177 $1,102 $1,038 Interest cost 6,939 5,997 5,516 Expected return on plan assets (8,677) (7,579) (7,231)Recognized actuarial loss 3,740 3,142 3,130 Net periodic pension cost $3,179 $2,662 $2,453 Our assumptions used in determining the net periodic pension expense were as follows: As of March 31, 2016 2017 2018 Assumptions: Discount rates 0.5%-3.6% 0.1%-3.6% 0.3-3.8% Increase in compensation 3.4% 3.4% 0.0% Expected long-term rate of return on plan assets 1.4%-7.3% 1.4%-4.2% 1.4-3.3% The pension expense is calculated based upon a number of actuarial assumptions established annually for each plan year, detailed in the table above, includingdiscount rate, rate of increase in future compensation levels, and expected long-term rate of return on plan assets. To determine the discount rate, we apply the expectedcash flows from each individual pension plan to specific yield curves at the plan’s measurement date and determine a level equivalent yield that may be unique to eachplan. On that basis, the range of discount rates remained constant from March 31, 2017 to March 31, 2018. - 68 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT70 Table of Contents The fair value of pension assets at March 31, 2017 and 2018 was determined using: Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2017 (Level 1) (Level 2) (Level 3) Assets measured at fair value on a recurring basis: U.S. Defined Benefit Plan Assets: Cash $166 $166 $- $- Pooled Separate Accounts 29,046 - 29,046 - Guaranteed Interest Account 7,477 - 7,477 - International Defined Benefit Plan Assets: Cash 608 608 - - Depository Account 7,897 7,897 - - Pooled Separate Accounts 153,222 - 153,222 - Total $198,416 $8,671 $189,745 $- Based on Quoted prices Other in active observable Unobservable Fair Value at markets inputs inputs March 31, 2018 (Level 1) (Level 2) (Level 3) Assets measured at fair value on a recurring basis: U.S. Defined Benefit Plan Assets: Cash $170 $170 $- $- Pooled Separate Accounts 28,071 - 28,071 - Guaranteed Interest Account 7,766 - 7,766 - International Defined Benefit Plan Assets: Cash 480 480 - - Depository Account 8,664 8,664 - - Pooled Separate Accounts 182,518 - 182,518 - Total $227,669 $9,314 $218,355 $- Assets valued using Level 1 inputs in the table above are cash and an interest-bearing depository account. Assets valued using Level 2 inputs in the table above are investments held in pooled separate accounts and a guaranteed deposit account. See discussion in the“Valuation of Investments” section below. - 69 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT71 Table of Contents Valuation of Investments Our investments are held in a Depository Account, Pooled Separate Accounts, and a Guaranteed Deposit Account. Assets held in the Depository Account are cashand cash equivalents. Investments held in the Pooled Separate Accounts are based on the fair value of the underlying securities within the fund, which represent the netasset value, a practical expedient to fair value, of the units held by the pension plan at year-end. Those assets held in the Guaranteed Deposit Account are valued at thecontract value of the account, which approximates fair value. The contract value represents contributions plus accumulated interest at the contract rate, less benefits paidto participants, contract administration fees, and other direct expenses. The expected long-term rate of return on plan assets assumption is based upon actual historical returns and future expectations for returns for each asset class. Theseexpected results were adjusted for payment of reasonable expenses from plan assets. Our long-term strategy is for target allocation of 50% equity and 50% fixed income forour U.S. defined benefit plans and 45% equity and 55% fixed income for our international defined benefit plans. Our pension plans’ weighted average asset allocations at March 31, 2017 and 2018, by asset category are as follows: As of March 31, 2017 As of March 31, 2018 Asset Category U.S. Plans InternationalPlans U.S. Plans InternationalPlans Equity securities 59% 38% 57% 33% Debt securities 20% 57% 22% 62% Other 21% 5% 21% 5% Total 100% 100% 100% 100% We make contributions to our defined benefit plans as required under various pension funding regulations. We expect to make contributions of approximately $6,571 tothe international plans in fiscal 2019 based on current actuarial computations. Estimated future benefit payments are as follows: Fiscal Year ended March 31, U.S. Plans International Plans 2019 $2,235 $7,545 2020 2,287 7,684 2021 2,361 7,832 2022 2,413 7,975 2023 2,468 8,122 2024-2028 12,706 42,895 Savings Plans: We sponsor retirement savings plans, which allow eligible employees to defer part of their annual compensation. Certain contributions by us are discretionary and aredetermined by our Board of Directors each year. Our contributions to the savings plans in the United States for the fiscal years ended March 31, 2016, 2017 and 2018 wereapproximately $4,222, $4,367, and $4,421, respectively. We also sponsor a nonqualified deferred compensation program, which permits certain employees to annually elect to defer a portion of their compensation untilretirement. A portion of the deferral is subject to a matching contribution by us. The employees select among various investment alternatives, which are the same as areavailable under the retirement savings plans, with the investments held in a separate trust. The value of the participants’ balances fluctuate based on the performance ofthe investments. The market value of the trust at March 31, 2017 and 2018 of $6,082 and $6,649, respectively, is included as an asset and a liability in our accompanyingbalance sheet because the trust’s assets are both assets of the Company and a liability as they are available to general creditors in certain circumstances. - 70 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT72 Table of Contents 12. Stock-Based Compensation: Under the 2014 RSU Plan, we may grant restricted stock units of up to an aggregate of 3,000 units. Each unit converts to one share of the Company’s stock at the timeof vesting. The fair value of RSU awards is determined at the closing market price of the Company’s common stock at the date of grant. For the years ended March 31, 2017and 2018, there were 266 and 292 awards, respectively, granted from this plan. Restricted stock activity during the year ended 2018 is as follows: March 31, 2018 Number of Shares Weighted-Average Grant Date FairValue per Share Non-vested at March 31, 2017 259 13.36 Granted 292 16.93 Vested (101) 13.36 Cancelled and forfeited (92) 13.36 Non-vested at March 31, 2018 358 16.27 Performance-based awards vest one year after the grant date. Service-based awards vest as to one-third annually with the requisite service periods beginning on thegrant date. Awards are amortized over their respective grade-vesting periods. The total unrecognized compensation costs related to unvested stock awards expected to berecognized over the vesting period, approximately three years, was $1,132 at March 31, 2018. We have four fixed stock option plans. Under the 2004 Stock Option Plan, as amended, we may grant options to employees for the purchase of up to an aggregate of10,000 shares of common stock. Under the 2004 Non-Employee Directors’ Stock Option Plan, as amended, we may grant options for the purchase of up to an aggregate of1,000 shares of common stock. No awards were made under these two plans after August 1, 2013. Under the 2014 Stock Option Plan, we can grant options to employees forthe purchase of up to an aggregate of 10,000 shares of common stock. Under the 2014 Non-Employee Directors’ Stock Option Plan, as amended, we can grant options toour directors for the purchase of up to an aggregate of 1,000 shares of common stock. Under all plans, the exercise price of each option shall not be less than the marketprice of our stock on the date of grant and an option’s maximum term is 10 years. Options granted under the 2004 Stock Option Plan and the 2014 Stock Option Plan vest asto 25% annually and options granted under the 2004 Non-Employee Directors’ Stock Option Plan and the 2014 Non-Employee Director’s Stock Option Plan vest as to one-third annually. Requisite service periods related to all plans begin on the grant date. As of March 31, 2018, there were 12,574 shares of common stock available for futureissuance under all of the plans, consisting of options available to be granted and options currently outstanding. Activity under our stock option plans is summarized as follows: Number ofShares Average Price(a) Average Life(years) (b) AggregateIntrinsic Value Outstanding at March 31, 2017 2,719 $13.65 - - Options granted - - - - Options exercised (433) 13.38 - $1,724 Options cancelled/forfeited (392) 17.67 - 55 Outstanding at March 31, 2018 1,894 $12.90 4.12 $6,912 Exercisable at March 31, 2018 1,601 $12.66 3.64 $6,224 (a)Weighted-average exercise price(b)Weighted-average contractual life remaining The total aggregate intrinsic value of options exercised is $170, $2,149, and $1,724 for fiscal years ended March 31, 2016, 2017, and 2018, respectively. - 71 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT73 Table of Contents Unvested share activity under our stock option plans for the year ended March 31, 2018 is summarized as follows: Number ofShares WeightedAverage Grant-Date Fair Value Unvested balance at March 31, 2017 608 $2.52 Options granted - - Options cancelled/forfeited (14) 2.58 Options vested (301) 2.47 Unvested balance at March 31, 2018 293 $2.57 The total unrecognized compensation costs related to unvested option awards expected to be recognized over the vesting period, approximately four years, was $984and $59 as of March 31, 2017 and 2018, respectively. The total aggregate fair value of options vested is $951, $994, and $747 for fiscal years ended March 31, 2016, 2017, and2018, respectively. The weighted average estimated fair value of our stock options granted at grant date market prices was $2.49, $2.52, and $2.57 per option during fiscal years endedMarch 31, 2016, 2017, and 2018, respectively. The consolidated statement of operations includes $2,224, net of $1,183 of tax benefit, in stock-based compensation expensefor fiscal 2018. Our weighted average fair value is estimated at the date of grant using a Black-Scholes-Merton option-pricing model. We estimated volatility by considering ourhistorical stock volatility. We calculated the dividend yield based on historical dividends paid. We have estimated forfeitures in determining the weighted average fair valuecalculation. The forfeiture rate used for the fiscal year ended March 31, 2018 was 0%. No stock options were granted during fiscal 2018. 13. Commitments and Contingencies: We are a lessee under long-term operating leases primarily for office space, warehouse, plant and equipment. Future minimum lease commitments under non-cancelableoperating leases as of March 31, 2018, were as follows: Fiscal Year ended March 31, 2018 2019 $6,803 2020 4,844 2021 3,398 2022 2,340 2023 1,943 Thereafter 2,277 Rental expense for operating leases was $6,352, $5,919, and $7,374 for the fiscal years ended March 31, 2016, 2017, and 2018, respectively. Occasionally we enter into delivery contracts with selected suppliers for certain metals used in our production processes. The delivery contracts represent routinepurchase orders for delivery within three months and payment is due upon receipt. As of March 31, 2018, we had no significant outstanding purchase commitments. We have been identified by the United States Environmental Protection Agency (“EPA”), state governmental agencies or other private parties as a potentiallyresponsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or equivalent state or local laws, for clean-upand response costs associated with certain sites at which remediation is required with respect to prior contamination. Because CERCLA or such state statutes authorizejoint and several liability, the EPA or state regulatory authorities could seek to recover all clean-up costs from any one of the PRPs at a site despite the involvement of otherPRPs. At certain sites, financially responsible PRPs other than AVX also are, or have been, involved in site investigation and clean-up activities. We believe that liabilityresulting from these sites will be apportioned between AVX and other PRPs. To resolve our liability at the sites at which we have been named a PRP, we have entered into various administrative orders and consent decrees with federal and stateregulatory agencies governing the timing and nature of investigation and remediation. As is customary, the orders and decrees regarding sites where the PRPs are notthemselves implementing the chosen remedy contain provisions allowing the EPA to reopen the agreement and seek additional amounts from settling PRPs in the eventthat certain contingencies occur, such as the discovery of significant new information about site conditions. On June 3, 2010, AVX entered into an agreement with the EPA and the City of New Bedford, pursuant to which AVX is required to perform environmental remediation ata site referred to as the “Aerovox Site” (the “Site”), located in New Bedford, Massachusetts. AVX has substantially completed its obligations pursuant to such agreementwith the EPA and the City of New Bedford with respect to the satisfaction of AVX’s federal law requirements. The Massachusetts Department of Environmental Protectionhas jurisdiction over the balance of the environmental remediation at the Site. AVX has submitted its proposed remedy, but until the state has approved such proposal,AVX cannot determine if additional groundwater and soil remediation will be required, if substantial material will have to be disposed of offsite, or if additional remediationtechniques will be required, any of which could result in a more extensive and costly plan of remediation. Further, the Site and the remediation may be subject to additionalscrutiny under other statutory procedures which could also add to the cost of remediation. We have a remaining accrual of $14,150 at March 31, 2018, representing ourcurrent estimate of the potential liability related to the remaining performance of environmental remediation actions at the Site and neighboring properties using certainassumptions regarding the plan of remediation. Until all parties agree and remediation is complete, we cannot be certain there will be no additional cost relating to the Site. We had total reserves of approximately $19,181 and $18,618 at March 31, 2017 and March 31, 2018, respectively, related to various environmental matters and sites,including those discussed above. These reserves are classified in the Consolidated Balance Sheets as $3,892 and $3,329 in accrued expenses at March 31, 2017 and March31, 2018, respectively, and $15,289 in other non-current liabilities at both March 31, 2017 and March 31, 2018. The amounts recorded for identified environmental liabilitiesare based on estimates. Periodically, we review amounts recorded and adjust them to reflect additional legal and technical information that becomes available. Uncertaintiesabout the status of laws, regulations, regulatory actions, technology, and information related to individual sites make it difficult to develop an estimate of the reasonablypossible aggregate environmental remediation exposure. Accordingly, these costs could differ from our current estimates. On April 19, 2016, the Canadian Ministry of the Environment and Climate Change (the “MoE”) issued a Director’s Order naming AVX Corporation, and others, asresponsible parties with respect to a location in Hamilton, Ontario that was at one time the site of operations of Aerovox Canada, a former subsidiary of AerovoxCorporation, a predecessor of AVX. This Director’s Order follows a draft order issued on November 4, 2015. AVX has taken the position that any liability of AerovoxCanada for such site under the laws of Canada cannot be imposed on AVX. At present, it is unclear whether the MoE will seek to enforce such Canadian order againstAVX, and whether, in the event it does so, AVX will have any liability under applicable law. AVX intends to contest any such course of action that may be taken by theFiler: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT74 MoE. We also operate, or did at one time, on other sites that may have potential future environmental issues as a result of activities at sites during AVX’s long history ofmanufacturing operations or prior to the start of operations by AVX. Even though we may have rights of indemnity for such environmental matters at certain sites,regulatory agencies in those jurisdictions may require us to address such issues. Once it becomes probable that we will incur costs in connection with remediation of a siteand such costs can be reasonably estimated, we establish reserves or adjust our reserves for our projected share of these costs. A separate account receivable is recordedfor any indemnified costs. Our environmental reserves are not discounted and do not reflect any possible future insurance recoveries, which are not expected to besignificant, but do reflect a reasonable estimate of cost sharing at multiple party sites or indemnification of our liability by a third party. We are not involved in any pending or threatened environmental proceedings that would require curtailment of our operations. We continually expend funds to ensurethat our facilities comply with applicable environmental regulations. While we believe that we are in compliance with applicable environmental laws, we cannot accuratelypredict future developments and do not necessarily have knowledge of all past occurrences on sites that we currently occupy. New environmental regulations may beenacted and we cannot determine the modifications, if any, in our operations that any such future regulations might require, or the cost of compliance with suchregulations. Moreover, the risk of environmental liability and remediation costs is inherent in the nature of our business and, therefore, there can be no assurance thatmaterial environmental costs, including remediation costs, will not arise in the future. On April 25, 2013, AVX was named as a defendant in a patent infringement case filed in the United States District Court for the District of Delaware captionedGreatbatch, Inc. v. AVX Corporation. This case alleged that certain AVX products infringe on one or more of six Greatbatch patents. On January 26, 2016, the jury returneda verdict in favor of the plaintiff in the first phase of a segmented trial and a mixed verdict in the second phase of a segmented trial, and found damages to Greatbatch in theamount of $37,500, which was recorded in fiscal 2016. That verdict was later vacated by the court on March 30, 2018. Profit from operations for the year ended March 31,2018 reflects a favorable accrual adjustment of $1,500 related to this patent infringement case. The amount of damages will be subject to further legal proceedings includinga potential trial on damages, which we expect to occur in fiscal 2019. On September 2, 2014, a subsidiary of AVX, American Technical Ceramics (“ATC”), was named as a defendant in a patent infringement case filed in the United StatesDistrict Court of the Southern District of California captioned Presidio Components, Inc. v. American Technical Ceramics Corp. This case alleged that certain ATCproducts infringe on a Presidio patent. On April 18, 2016, the jury returned a verdict in favor of the plaintiff and found damages to Presidio. On August 17, 2016, the courtissued a permanent injunction prohibiting ATC from manufacturing or selling the related products after November 16, 2016. Subsequently, on October 21, 2016, the FederalCircuit Court granted AVX’s request for a stay of the permanent injunction whereby ATC was allowed to continue to sell the disputed product until March 17, 2017 toanyone who was a customer prior to June 17, 2016. Any sales subsequent to November 16, 2016 pursuant to the stay of the permanent injunction were subject to courtmandated intellectual property damages for each product sold. In December, 2017, a panel of the Federal Circuit vacated the damage award to Presidio, vacated theinjunction, and remanded the case for further proceedings to determine damages limited to “reasonable royalties” and to reconsider the requested injunction in light of itsopinion and any additional facts. As of March 31, 2018, we had total reserves of $76,502 plus accrued interest in accrued expenses with respect to the two intellectual property cases discussed above.The amounts recorded are based on estimated outcomes. Amounts recorded are reviewed periodically and adjusted to reflect additional information that becomes available.Accordingly, these costs could differ from our current estimates. During calendar year 2014, AVX was named as a co-defendant in a series of cases filed in the United States and in the Canadian provinces of Quebec, Ontario, BritishColumbia, Saskatchewan and Manitoba alleging violations of United States, state and Canadian antitrust laws asserting that AVX and numerous other companies wereparticipants in alleged price-fixing in the capacitor market. The cases in the United States were consolidated into the Northern District of California on October 2, 2014.Some plaintiffs have broken off from the United States class action and filed actions on their own, although AVX is not named in all of these independent actions. Thecases in Canada have not been consolidated. These cases are still in progress. AVX believes it has meritorious defenses and intends to vigorously defend the cases. We are involved in other disputes, warranty, and legal proceedings arising in the normal course of business. While we cannot predict the outcome of these otherdisputes and proceedings, we believe, based upon a review with legal counsel, that none of these other disputes or proceedings will have a material impact on our financialposition, results of operations, comprehensive income (loss), or cash flows. However, we cannot be certain of the eventual outcome in these or other matters that may ariseand their potential impact on our financial position, results of operations, comprehensive income (loss), or cash flows. 14. Derivative Financial Instruments: We are exposed to foreign currency exchange rate fluctuations in the normal course of business. We use derivative instruments (forward contracts) to hedge certainforeign currency exposures as part of our risk management strategy. The objective is to offset gains and losses resulting from these exposures with gains and losses on theforward contracts used to hedge them, thereby reducing volatility of earnings or protecting fair values of assets and liabilities. We do not enter into any trading orspeculative positions with regard to derivative instruments. We primarily use forward contracts, with maturities less than four months, to protect against the foreign currency exchange rate risks inherent in our forecastedtransactions related to purchase commitments and sales, denominated in various currencies. These derivative instruments are designated and qualify as cash flow hedges. - 74 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT75 Table of Contents The effectiveness of the cash flow hedges is determined by comparing the cumulative change in the fair value of the hedge contract with the cumulative change in thefair value of the hedged transaction, both of which are based on forward rates. The effective portion of the gain or loss on these cash flow hedges is initially recorded inaccumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Once the hedged transaction is recognized, the gain or loss is recognizedin our statement of operations. At March 31, 2017 and 2018, respectively, we had the following forward contracts that were entered into to hedge against the volatility offoreign currency exchange rates for certain forecasted sales and purchases. March 31, 2017Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Foreign exchange contractsPrepaid and other $1,151 Accrued expenses $690 March 31, 2018Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Foreign exchange contractsPrepaid and other $212 Accrued expenses $377 For these derivatives designated as cash flow hedging instruments, during fiscal 2016, 2017, and 2018, net pre-tax gains (losses) of $40, $1,095, and $(5), respectively,were recognized in other comprehensive income (loss). In addition, during fiscal 2016, 2017, and 2018, net pretax gains (losses) of $(773), $3,355, and $1,807, respectively,were reclassified from accumulated other comprehensive income (loss) into cost of sales (for hedging purchases), and net pre-tax gains of $807, $1,710 and $ (2,264),respectively, were reclassified from accumulated other comprehensive income (loss) into sales (for hedging sales) in the accompanying statement of operations. Derivatives not designated as cash flow hedging instruments consist primarily of forwards used to hedge foreign currency balance sheet exposures. These hedginginstruments are used to offset foreign currency changes in the fair values of the underlying assets and liabilities. The gains and losses on these foreign currency forwardcontracts are recognized in other income and expense in the same period as the remeasurement gains and losses of the related foreign currency denominated assets andliabilities and thus naturally offset these gains and losses. At March 31, 2017 and 2018, we had the following forward contracts that were entered into to hedge againstthese exposures. March 31, 2017Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Foreign exchange contractsPrepaid and other $341 Accrued expenses $196 March 31, 2018Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives Balance Sheet Caption Fair Value Balance Sheet Caption Fair Value Foreign exchange contractsPrepaid and other $45 Accrued expenses $137 For these derivatives not designated as cash flow hedging instruments during fiscal 2016, 2017, and 2018, gains/(losses) of $(818), $460, and $(791), respectively, wererecognized in other expense, which partially offset the $1,231, $(2,059) and $(2,289) in exchange gains/(losses), respectively, that were recognized in other income in theaccompanying statement of operations. At March 31, 2017 and 2018, we had outstanding foreign exchange contracts with notional amounts totaling $193,156 and $156,238, respectively, denominated primarilyin Euros, Czech Korunas, British Pounds, and Japanese Yen. - 75 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT76 Table of Contents 15. Transactions With Affiliate: Our business includes certain transactions with our majority shareholder, Kyocera, that are governed by agreements between the parties that define the sales terms,including pricing for the products. The nature and amounts of transactions with Kyocera are included in the table below. Fiscal Year Ended March 31, 2016 2017 2018 Sales: Product and equipment sales to affiliates $22,230 $30,303 $26,069 Purchases: Purchases of resale inventories, raw materials, supplies, equipment, and services 233,637 303,793 256,660 Other: Dividends paid 51,156 52,983 54,810 Kyocera notified AVX pursuant to the Products Supply and Distribution Agreement in December 2016 of its intent, effective January 1, 2018, to market its manufacturedelectronic and interconnect products globally using Kyocera’s sales force rather than continuing to have AVX resell such products in the Americas, Europe and Asia. Salesof Kyocera resale products by AVX were $296,316 and related operating profit was $18,177 for the fiscal year ended March 31, 2018. AVX notified Kyocera pursuant to the Products Supply and Distribution Agreement in February 2017 of its intent, effective April 1, 2018, to market its manufacturedproducts in Japan using AVX’s sales force rather than continuing to have Kyocera resell such products in this territory. Sales of AVX resale products by Kyocera were$21,892 for the fiscal year ended March 31, 2018. 16. Segment and Geographic Information: Our operating segments are based on the types of products from which we generate revenues. We are organized by product lines with five main product groups andthree reportable segments: Electronic Components, Interconnect, Sensing and Control Devices, and KED Resale. The product groups of Ceramic, Advanced, and Tantalumhave been aggregated into the Electronic Components reportable segment in accordance with the aggregation criteria and quantitative thresholds. The aggregation criteriaconsist of similar economic characteristics, products and services, production processes, customer classes, and distribution channels. The Electronic Components segmentconsists primarily of surface mount and leaded ceramic capacitors, RF thick and thin film components, surface mount and leaded tantalum capacitors, surface mount andleaded film capacitors, ceramic and film power capacitors, super capacitors, EMI filters (bolt in and surface mount), thick and thin film packages of multiple electronicintegrated components, varistors, thermistors, inductors, and resistive products manufactured by us or purchased from other manufacturers for resale. The Interconnect,Sensing and Control Devices segment consists primarily of automotive sensing and control devices and automotive, telecom, and memory connectors manufactured by orfor AVX. The KED Resale segment consists primarily of ceramic capacitors, frequency control devices, SAW devices, sensor products, RF modules, actuators, acousticdevices, and connectors produced by Kyocera and resold by AVX. Sales and operating results from these reportable segments are shown in the tables below. In addition,we have a corporate administration group consisting of finance, legal, environmental, health & safety (“EH&S”), and administrative activities. We evaluate performance of our segments based upon sales and operating profit. There are no intersegment revenues. We allocate the costs of shared resourcesbetween segments based on each segment’s usage of the shared resources. Cash, accounts receivable, investments in securities, and certain other assets, which arecentrally managed, are not readily allocable to operating segments. - 76 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT77 Table of Contents The tables below present information about reported segments: Fiscal Year Ended March 31, Sales revenue (in thousands) 2016 2017 2018 Ceramic Components $176,502 $188,568 $226,204 Tantalum Components 311,888 314,723 366,194 Advanced Components 333,693 372,279 346,459 Total Electronic Components 822,083 875,570 938,857 Interconnect, Sensing and Control Devices 111,609 118,163 327,301 KCP Resale Connectors 23,751 30,027 36,090 KDP and KCD Resale 238,086 288,901 260,226 Total KED Resale 261,837 318,928 296,316 Total Revenue $1,195,529 $1,312,661 $1,562,474 Fiscal Year Ended March 31, 2016 2017 2018 Operating profit (loss): Electronic Components $198,268 $190,007 $204,624 Interconnect, Sensing and Control Devices 19,954 16,437 17,802 KED Resale 16,764 17,076 18,177 Corporate activities (111,002) (59,963) (60,769)Total $123,984 $163,557 $179,834 Fiscal Year Ended March 31, 2016 2017 2018 Depreciation and amortization: Electronic Components $28,460 $27,543 $32,024 Interconnect, Sensing and Control Devices 5,300 5,093 17,088 KED Resale 83 16 22 Corporate activities 5,108 10,035 10,654 Total $38,951 $42,687 $59,788 As of March 31, 2017 2018 Assets: Electronic Components $573,519 $613,385 Interconnect, Sensing and Control Devices 56,295 241,959 KED Resale 35,164 18,629 Cash, A/R, and investments in securities 1,294,129 1,111,716 Goodwill - Electronic Components 202,774 278,247 Goodwill - Interconnect, Sensing and Control Devices 10,277 38,051 Corporate activities 305,255 370,779 Total $2,477,413 $2,672,766 - 77 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT78 Table of Contents Fiscal Year Ended March 31, 2016 2017 2018 Capital expenditures: Electronic Components $36,400 $50,982 $61,581 Interconnect, Sensing and Control Devices 9,237 14,054 38,040 KED Resale 29 1 - Corporate activities 2,437 1,251 916 Total $48,103 $66,288 $100,537 During the fiscal years ended March 31, 2018 and March 31, 2017, no customers accounted for more than 10% of our sales. As of March 31, 2018, no customerrepresented more than 10% of our accounts receivable balance. As of March 31, 2017, one customer represented 12% of our accounts receivable balance. The following geographic data is based upon net sales generated by operations located within that geographic area and the physical location of long-lived assets.Substantially all of the sales in the Americas region were generated in the United States. Fiscal Year Ended March 31, 2016 2017 2018 Net sales: Americas $358,372 $381,695 $399,963 Europe 339,768 352,064 581,255 Asia 497,389 578,902 581,256 Total $1,195,529 $1,312,661 $1,562,474 Property, plant and equipment, net: Americas $91,674 $110,235 $134,656 Europe 77,619 77,981 191,727 Asia 48,705 51,735 91,903 Total $217,998 $239,951 $418,286 17. Summary of Quarterly Financial Information (Unaudited): Quarterly financial information for the fiscal years ended March 31, 2017 and 2018 is as follows: First Quarter Second Quarter 2017 2018 2017 2018 Net sales $314,823 $331,354 $327,461 $352,693 Gross profit 69,863 73,846 61,799 77,273 Net income 29,889 31,484 26,520 34,818 Basic earnings per share 0.18 0.19 0.16 0.21 Diluted earnings per share 0.18 0.19 0.16 0.21 Third Quarter Fourth Quarter 2017 2018 2017 2018 Net sales $340,799 $431,795 $329,578 $446,632 Gross profit 79,391 82,103 73,702 85,640 Net income (loss) 35,519 (93,212) 33,857 31,820 Basic earnings (loss) per share 0.21 (0.55) 0.20 0.19 Diluted earnings (loss) per share 0.21 (0.55) 0.20 0.19 - 78 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT79 Table of Contents 18. Subsequent Events On April 30, 2018, AVX Corporation, through its subsidiary AVX Interconnect Europe GmbH, completed the purchase of KUMATEC Sondermaschinenbau &Kunststoffverarbeitung GmbH (“Kumatec”) for a consideration of approximately EUR $12,500, subject to customary post-closing adjustments. The purchase includesKumatec’s 50% interest in KUMATEC Hydrogen GmbH Co. KG which was recently spun out of Kumatec. For additional information about this transaction, see theCompany’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 30, 2018, and Exhibit 10.19 found in Part IV, Item 15, “Exhibits andFinancial Statement Schedules” of this Form 10-K. - 79 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT80 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of AVX Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of AVX Corporation and its subsidiaries as of March 31, 2018 and 2017, and the related consolidatedstatements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2018, includingthe related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting asof March 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2018and 2017, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2018 in conformity with accountingprinciples generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control overfinancial reporting as of March 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearingunder Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financialreporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and arerequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securitiesand Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal controlover financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considerednecessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded AB Electronic Sensing and Control (“S&C”) andEthertronics, Inc. from its assessment of internal control over financial reporting as of March 31, 2018, because they were acquired by the Company in purchasebusiness combinations during fiscal year 2018. We have also excluded S&C and Ethertronics, Inc. from our audit of internal control over financial reporting. S&C andEthertronics, Inc. are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control overfinancial reporting represent approximately 7.9% and 0.1% of total assets, respectively and approximately 12.4% and 0.8% of total revenues, respectively, of the relatedconsolidated financial statement amounts as of and for the year ended March 31, 2018. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate. /S/ PRICEWATERHOUSECOOPERS LLP Nashville, TennesseeMay 18, 2018 We have served as the Company's auditor since 1972. - 80 -Filer: AVX Corp Project Type: 10-K Description: FORM 10-K, year ended 3/31/2018Document Type: 10-K Document Version: TBD Project ID: 42676Sequence: Created By: Marianne Good Created At: 5/18/2018 5:40:08 PM EDT

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