CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION In accordance with the Indenture governing the Notes, the Company's obligations under the Notes are fully and unconditionally guaranteed on a joint and several basis by each Guarantor, each of which is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent Company"). A Guarantor can be released in certain customary circumstances. The following presents the condensed consolidating financial information separately for: (i) Parent Company, the issuer of the guaranteed obligations; (ii) Guarantor subsidiaries, on a combined basis, as specified in the Indenture; (iii) Non-guarantor subsidiaries, on a combined basis; (iv) Consolidating entries, eliminations and reclassifications representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and (v) The Company, on a consolidated basis. Each entity in the condensed consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and Guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The financial information may not necessarily be indicative of the financial position, results of operations, comprehensive (loss) income, and cash flows, had the Parent Company, Guarantor or non-guarantor subsidiaries operated as independent entities. The Company made certain immaterial corrections to the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three and six months ended October 1, 2016 . An adjustment to income from operations and income in subsidiaries for the Guarantor subsidiaries of $16.0 million and $76.3 million , respectively, has been presented in the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended October 1, 2016 , to properly reflect intercompany transactions between Guarantor and non-guarantor subsidiaries and the equity method accounting for the Guarantor subsidiaries’ ownership interests in non-guarantor subsidiaries. A corresponding adjustment to income from operations and income in subsidiaries for the Guarantor subsidiaries of $26.7 million and $94.0 million , respectively, has been presented in the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended October 1, 2016 . An adjustment to income from operations for the non-guarantor subsidiaries of $(26.3) million and $(70.0) million has been presented in the Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income for the three and six months ended October 1, 2016 , respectively, to properly reflect intercompany transactions between Guarantor and non-guarantor subsidiaries. These immaterial corrections relate solely to presentation between the Company and its subsidiaries and only impact the financial statements included in this footnote. These corrections do not affect the Company’s consolidated financial statements. Condensed Consolidating Balance Sheet September 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 96,548 $ 478,325 $ — $ 574,873 Accounts receivable, less allowance — 58,886 400,875 — 459,761 Intercompany accounts and notes receivable — 434,122 61,556 (495,678 ) — Inventories — 168,987 315,236 (23,218 ) 461,005 Prepaid expenses — 20,841 12,540 — 33,381 Other receivables — 7,186 43,290 — 50,476 Other current assets — 31,642 4,602 (7,532 ) 28,712 Total current assets — 818,212 1,316,424 (526,428 ) 1,608,208 Property and equipment, net — 1,135,318 308,481 (407 ) 1,443,392 Goodwill — 1,121,942 1,051,947 — 2,173,889 Intangible assets, net — 497,413 632,623 — 1,130,036 Long-term investments — 1,878 64,207 — 66,085 Long-term intercompany accounts and notes receivable — 482,581 112,481 (595,062 ) — Investment in subsidiaries 6,186,247 2,688,863 — (8,875,110 ) — Other non-current assets 119,790 32,457 23,329 (119,106 ) 56,470 Total assets $ 6,306,037 $ 6,778,664 $ 3,509,492 $ (10,116,113 ) $ 6,478,080 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 72,432 $ 140,318 $ — $ 212,750 Intercompany accounts and notes payable — 61,556 434,122 (495,678 ) — Accrued liabilities 22,959 120,239 42,690 (1,703 ) 184,185 Other current liabilities — (206 ) 33,805 (7,532 ) 26,067 Total current liabilities 22,959 254,021 650,935 (504,913 ) 423,002 Long-term debt 989,692 — — — 989,692 Deferred tax liabilities — 169,839 23,435 (119,106 ) 74,168 Long-term intercompany accounts and notes payable 388,810 112,481 93,771 (595,062 ) — Other long-term liabilities — 34,154 52,488 — 86,642 Total liabilities 1,401,461 570,495 820,629 (1,219,081 ) 1,573,504 Total stockholders’ equity 4,904,576 6,208,169 2,688,863 (8,897,032 ) 4,904,576 Total liabilities and stockholders’ equity $ 6,306,037 $ 6,778,664 $ 3,509,492 $ (10,116,113 ) $ 6,478,080 Condensed Consolidating Balance Sheet April 1, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 226,186 $ 319,277 $ — $ 545,463 Accounts receivable, less allowance — 57,874 300,074 — 357,948 Intercompany accounts and notes receivable — 392,075 36,603 (428,678 ) — Inventories — 131,225 322,559 (23,330 ) 430,454 Prepaid expenses — 29,032 7,197 — 36,229 Other receivables — 7,239 58,008 — 65,247 Other current assets — 25,534 730 — 26,264 Total current assets — 869,165 1,044,448 (452,008 ) 1,461,605 Property and equipment, net — 1,078,761 314,910 (1,739 ) 1,391,932 Goodwill — 1,121,941 1,051,973 — 2,173,914 Intangible assets, net — 599,618 800,945 — 1,400,563 Long-term investments — 25,971 9,523 — 35,494 Long-term intercompany accounts and notes receivable — 447,613 138,398 (586,011 ) — Investment in subsidiaries 6,142,568 2,596,172 — (8,738,740 ) — Other non-current assets 84,153 33,249 24,746 (83,333 ) 58,815 Total assets $ 6,226,721 $ 6,772,490 $ 3,384,943 $ (9,861,831 ) $ 6,522,323 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 111,799 $ 104,447 $ — $ 216,246 Intercompany accounts and notes payable — 36,603 392,075 (428,678 ) — Accrued liabilities 23,150 111,700 35,734 — 170,584 Other current liabilities — 55 31,943 — 31,998 Total current liabilities 23,150 260,157 564,199 (428,678 ) 418,828 Long-term debt 989,154 — — — 989,154 Deferred tax liabilities — 171,284 43,560 (83,333 ) 131,511 Long-term intercompany accounts and notes payable 317,695 138,398 129,918 (586,011 ) — Other long-term liabilities — 35,014 51,094 — 86,108 Total liabilities 1,329,999 604,853 788,771 (1,098,022 ) 1,625,601 Total stockholders’ equity 4,896,722 6,167,637 2,596,172 (8,763,809 ) 4,896,722 Total liabilities and stockholders’ equity $ 6,226,721 $ 6,772,490 $ 3,384,943 $ (9,861,831 ) $ 6,522,323 Condensed Consolidating Statement of Income and Comprehensive Income Three Months Ended September 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 256,595 $ 775,682 $ (210,694 ) $ 821,583 Cost of goods sold — 196,350 480,439 (176,228 ) 500,561 Gross profit — 60,245 295,243 (34,466 ) 321,022 Operating expenses: Research and development 6,703 11,148 97,800 (4,253 ) 111,398 Selling, general and administrative 16,626 66,958 86,004 (30,721 ) 138,867 Other operating expense 129 16,800 4,288 (24 ) 21,193 Total operating expenses 23,458 94,906 188,092 (34,998 ) 271,458 Income (loss) from operations (23,458 ) (34,661 ) 107,151 532 49,564 Interest expense (14,442 ) (557 ) (434 ) 655 (14,778 ) Interest income — 331 1,382 (655 ) 1,058 Other (expense) income — 970 (3,880 ) 2,718 (192 ) Income (loss) before income taxes (37,900 ) (33,917 ) 104,219 3,250 35,652 Income tax benefit (expense) 19,527 (8,651 ) (10,609 ) — 267 Income in subsidiaries 54,292 93,610 — (147,902 ) — Net income $ 35,919 $ 51,042 $ 93,610 $ (144,652 ) $ 35,919 Comprehensive income $ 35,527 $ 51,080 $ 90,666 $ (141,746 ) $ 35,527 Condensed Consolidating Statement of Income and Comprehensive Income Three Months Ended October 1, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 299,557 $ 826,576 $ (261,435 ) $ 864,698 Cost of goods sold — 224,835 542,764 (219,700 ) 547,899 Gross profit — 74,722 283,812 (41,735 ) 316,799 Operating expenses: Research and development 6,248 12,427 115,044 (7,641 ) 126,078 Selling, general and administrative 19,794 74,673 89,971 (45,855 ) 138,583 Other operating expense — 93 1,013 5,639 6,745 Total operating expenses 26,042 87,193 206,028 (47,857 ) 271,406 Income (loss) from operations (26,042 ) (12,471 ) 77,784 6,122 45,393 Interest expense (15,167 ) (589 ) (979 ) 1,181 (15,554 ) Interest income — 1,509 (136 ) (1,181 ) 192 Other (expense) income — 189 1,780 (2,280 ) (311 ) Income (loss) before income taxes (41,209 ) (11,362 ) 78,449 3,842 29,720 Income tax (expense) benefit 13,136 (28,833 ) (2,176 ) — (17,873 ) Income in subsidiaries 39,920 76,273 — (116,193 ) — Net income $ 11,847 $ 36,078 $ 76,273 $ (112,351 ) $ 11,847 Comprehensive income $ 12,258 $ 36,079 $ 76,683 $ (112,762 ) $ 12,258 Condensed Consolidating Statement of Income and Comprehensive Income Six Months Ended September 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 528,548 $ 1,356,236 $ (422,370 ) $ 1,462,414 Cost of goods sold — 380,354 873,175 (348,514 ) 905,015 Gross profit — 148,194 483,061 (73,856 ) 557,399 Operating expenses: Research and development 13,499 27,886 195,084 (8,572 ) 227,897 Selling, general and administrative 30,871 133,170 180,056 (65,799 ) 278,298 Other operating expense 214 23,860 5,298 97 29,469 Total operating expenses 44,584 184,916 380,438 (74,274 ) 535,664 Income (loss) from operations (44,584 ) (36,722 ) 102,623 418 21,735 Interest expense (26,366 ) (1,132 ) (768 ) 1,217 (27,049 ) Interest income — 825 2,216 (1,217 ) 1,824 Other (expense) income — 756 (1,882 ) — (1,126 ) (Loss) income before income taxes (70,950 ) (36,273 ) 102,189 418 (4,616 ) Income tax benefit (expense) 35,773 (16,175 ) (9,687 ) — 9,911 Income in subsidiaries 40,472 92,502 — (132,974 ) — Net income $ 5,295 $ 40,054 $ 92,502 $ (132,556 ) $ 5,295 Comprehensive income $ 5,622 $ 40,153 $ 90,216 $ (130,369 ) $ 5,622 Condensed Consolidating Statement of Income and Comprehensive Income Six Months Ended October 1, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 732,543 $ 1,552,386 $ (721,694 ) $ 1,563,235 Cost of goods sold — 558,098 1,061,525 (649,662 ) 969,961 Gross profit — 174,445 490,861 (72,032 ) 593,274 Operating expenses: Research and development 17,917 22,278 213,531 (10,511 ) 243,215 Selling, general and administrative 38,719 131,327 193,854 (81,722 ) 282,178 Other operating expense — 3,739 6,887 6,121 16,747 Total operating expenses 56,636 157,344 414,272 (86,112 ) 542,140 Income (loss) from operations (56,636 ) 17,101 76,589 14,080 51,134 Interest expense (29,935 ) (1,407 ) (1,898 ) 2,499 (30,741 ) Interest income — 2,991 (229 ) (2,292 ) 470 Other (expense) income — (132 ) 836 (1,515 ) (811 ) Income (loss) before income taxes (86,571 ) 18,553 75,298 12,772 20,052 Income tax (expense) benefit 27,619 (60,151 ) 18,652 — (13,880 ) Income in subsidiaries 65,124 93,950 — (159,074 ) — Net income $ 6,172 $ 52,352 $ 93,950 $ (146,302 ) $ 6,172 Comprehensive income $ 5,575 $ 52,425 $ 93,280 $ (145,705 ) $ 5,575 Condensed Consolidating Statement of Cash Flows Six Months Ended September 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by (used in) operating activities $ 80,063 $ (2,241 ) $ 245,672 $ — $ 323,494 Investing activities: Purchase of property and equipment — (159,337 ) (32,882 ) — (192,219 ) Other investing activities — 7,154 (30,182 ) — (23,028 ) Net transactions with related parties — 24,100 (24,100 ) — — Net cash used in investing activities — (128,083 ) (87,164 ) — (215,247 ) Financing activities: Proceeds from the issuance of common stock 32,867 — — — 32,867 Repurchase of common stock, including transaction costs (88,925 ) — — — (88,925 ) Tax withholding paid on behalf of employees for restricted stock units (24,005 ) — — — (24,005 ) Net transactions with related parties — 686 (686 ) — — Net cash (used in) provided by financing activities (80,063 ) 686 (686 ) — (80,063 ) Effect of exchange rate changes on cash — — 1,260 — 1,260 Net increase (decrease) in cash, cash equivalents and restricted cash — (129,638 ) 159,082 — 29,444 Cash, cash equivalents and restricted cash at the beginning of the period — 226,186 319,593 — 545,779 Cash, cash equivalents and restricted cash at the end of the period $ — $ 96,548 $ 478,675 $ — $ 575,223 Condensed Consolidating Statement of Cash Flows Six Months Ended October 1, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by (used in) operating activities $ 79,030 $ (27,693 ) $ 258,050 $ — $ 309,387 Investing activities: Purchase of property and equipment — (189,037 ) (61,382 ) — (250,419 ) Purchase of a business, net of cash acquired — — (118,020 ) — (118,020 ) Proceeds from maturities and sales of available-for-sale securities — 186,793 — — 186,793 Other investing activities — 3,721 (8,900 ) — (5,179 ) Net cash (used in) provided by investing activities — 1,477 (188,302 ) — (186,825 ) Financing activities: Excess tax benefit from exercises of stock options 56 56 Proceeds from the issuance of common stock 27,077 27,077 Repurchase of common stock, including transaction costs (91,400 ) (91,400 ) Tax withholding paid on behalf of employees for restricted stock units (14,763 ) (14,763 ) Other financing activities (2 ) (2 ) Net transactions with related parties 893 (893 ) — Net cash (used in) provided by financing activities (79,030 ) 891 (893 ) — (79,032 ) Effect of exchange rate changes on cash — — (38 ) — (38 ) Net increase (decrease) in cash, cash equivalents and restricted cash — (25,325 ) 68,817 — 43,492 Cash, cash equivalents and restricted cash — 220,633 205,429 — 426,062 Cash, cash equivalents and restricted cash $ — $ 195,308 $ 274,246 $ — $ 469,554 |