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 (Loss) Income for the three and nine months ended December 31, 2016 . An adjustment to income in subsidiaries for the Guarantor subsidiaries of $(92.1) million has been presented in the Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income for the three months ended December 31, 2016 to properly reflect equity method accounting for the Guarantor subsidiaries’ ownership interests in non-guarantor subsidiaries. An adjustment to income from operations and income in subsidiaries for the Guarantor subsidiaries of $26.7 million and $1.8 million , respectively, has been presented in the Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income for the nine months ended December 31, 2016 , to properly reflect intercompany transactions between Guarantor and non-guarantor subsidiaries and equity method accounting for the Guarantor subsidiaries’ ownership interests in non-guarantor subsidiaries. An adjustment to income from operations for the non-guarantor subsidiaries of $228.9 million and $158.9 million has been presented in the Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income for the three and nine months ended December 31, 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 December 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 249,637 $ 591,689 $ — $ 841,326 Accounts receivable, less allowance — 65,678 383,170 — 448,848 Intercompany accounts and notes receivable — 295,369 30,113 (325,482 ) — Inventories — 173,678 272,536 (23,307 ) 422,907 Prepaid expenses — 19,375 8,633 — 28,008 Other receivables — 7,621 36,400 — 44,021 Other current assets 38,990 28,067 989 (38,990 ) 29,056 Total current assets 38,990 839,425 1,323,530 (387,779 ) 1,814,166 Property and equipment, net — 1,123,650 293,878 (387 ) 1,417,141 Goodwill — 1,121,941 1,051,948 — 2,173,889 Intangible assets, net — 445,525 548,104 — 993,629 Long-term investments — 2,032 60,724 — 62,756 Long-term intercompany accounts and notes receivable — 429,900 116,122 (546,022 ) — Investment in subsidiaries 6,173,284 2,771,958 — (8,945,242 ) — Other non-current assets 51,262 32,087 31,717 (50,000 ) 65,066 Total assets $ 6,263,536 $ 6,766,518 $ 3,426,023 $ (9,929,430 ) $ 6,526,647 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 69,986 $ 122,060 $ — $ 192,046 Intercompany accounts and notes payable — 30,113 295,369 (325,482 ) — Accrued liabilities 5,824 92,481 41,856 234 140,395 Other current liabilities — 12,790 39,287 — 52,077 Total current liabilities 5,824 205,370 498,572 (325,248 ) 384,518 Long-term debt 1,088,730 — — — 1,088,730 Deferred tax liabilities — 89,127 19,753 (50,001 ) 58,879 Long-term intercompany accounts and notes payable 347,904 116,122 81,996 (546,022 ) — Other long-term liabilities — 119,698 53,744 — 173,442 Total liabilities 1,442,458 530,317 654,065 (921,271 ) 1,705,569 Total stockholders’ equity 4,821,078 6,236,201 2,771,958 (9,008,159 ) 4,821,078 Total liabilities and stockholders’ equity $ 6,263,536 $ 6,766,518 $ 3,426,023 $ (9,929,430 ) $ 6,526,647 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 Operations and Comprehensive (Loss) Income Three Months Ended December 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 301,077 $ 751,995 $ (207,333 ) $ 845,739 Cost of goods sold — 212,574 473,330 (177,092 ) 508,812 Gross profit — 88,503 278,665 (30,241 ) 336,927 Operating expenses: Research and development 7,101 6,842 97,842 (5,374 ) 106,411 Selling, general and administrative 6,381 57,166 88,016 (25,008 ) 126,555 Other operating expense 234 15,799 7,466 142 23,641 Total operating expenses 13,716 79,807 193,324 (30,240 ) 256,607 Income (loss) from operations (13,716 ) 8,696 85,341 (1 ) 80,320 Interest expense (16,001 ) (557 ) (393 ) 613 (16,338 ) Interest income — 614 2,214 (613 ) 2,215 Other expense — (549 ) (208 ) — (757 ) Income (loss) before income taxes (29,717 ) 8,204 86,954 (1 ) 65,440 Income tax expense (30,116 ) (59,974 ) (8,432 ) — (98,522 ) Income in subsidiaries 26,751 78,522 — (105,273 ) — Net (loss) income $ (33,082 ) $ 26,752 $ 78,522 $ (105,274 ) $ (33,082 ) Comprehensive (loss) income $ (32,185 ) $ 28,630 $ 82,312 $ (110,942 ) $ (32,185 ) Condensed Consolidating Statement of Operations and Comprehensive Loss Three Months Ended December 31, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 298,334 $ 777,326 $ (249,313 ) $ 826,347 Cost of goods sold — 227,556 548,314 (260,165 ) 515,705 Gross profit — 70,778 229,012 10,852 310,642 Operating expenses: Research and development 9,115 1,961 106,749 (5,874 ) 111,951 Selling, general and administrative 7,540 61,606 88,590 (27,064 ) 130,672 Other operating expense — 6,088 539 11 6,638 Total operating expenses 16,655 69,655 195,878 (32,927 ) 249,261 Income (loss) from operations (16,655 ) 1,123 33,134 43,779 61,381 Interest expense (14,090 ) (594 ) (895 ) 1,115 (14,464 ) Interest income — 915 433 (1,115 ) 233 Other expense — (1,295 ) (1,314 ) — (2,609 ) Income (loss) before income taxes (30,745 ) 149 31,358 43,779 44,541 Income tax (expense) benefit 9,420 (9,101 ) (123,498 ) — (123,179 ) Income in subsidiaries (57,313 ) (92,140 ) — 149,453 — Net loss $ (78,638 ) $ (101,092 ) $ (92,140 ) $ 193,232 $ (78,638 ) Comprehensive loss $ (78,462 ) $ (101,120 ) $ (91,936 ) $ 193,056 $ (78,462 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income Nine Months Ended December 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 829,625 $ 2,108,231 $ (629,703 ) $ 2,308,153 Cost of goods sold — 592,928 1,346,505 (525,606 ) 1,413,827 Gross profit — 236,697 761,726 (104,097 ) 894,326 Operating expenses: Research and development 20,600 34,728 292,926 (13,946 ) 334,308 Selling, general and administrative 37,252 190,336 268,072 (90,807 ) 404,853 Other operating expense 448 39,659 12,764 239 53,110 Total operating expenses 58,300 264,723 573,762 (104,514 ) 792,271 Income (loss) from operations (58,300 ) (28,026 ) 187,964 417 102,055 Interest expense (42,367 ) (1,689 ) (1,161 ) 1,830 (43,387 ) Interest income — 1,439 4,430 (1,830 ) 4,039 Other (expense) income — 207 (2,090 ) — (1,883 ) Income (loss) before income taxes (100,667 ) (28,069 ) 189,143 417 60,824 Income tax (expense) benefit 5,657 (76,149 ) (18,119 ) — (88,611 ) Income in subsidiaries 67,223 171,024 — (238,247 ) — Net (loss) income $ (27,787 ) $ 66,806 $ 171,024 $ (237,830 ) $ (27,787 ) Comprehensive (loss) income $ (26,563 ) $ 68,783 $ 172,528 $ (241,311 ) $ (26,563 ) Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income Nine Months Ended December 31, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 1,030,877 $ 2,329,712 $ (971,007 ) $ 2,389,582 Cost of goods sold — 785,654 1,609,839 (909,827 ) 1,485,666 Gross profit — 245,223 719,873 (61,180 ) 903,916 Operating expenses: Research and development 27,032 24,239 320,280 (16,385 ) 355,166 Selling, general and administrative 46,259 192,933 282,444 (108,786 ) 412,850 Other operating expense — 9,827 7,426 6,132 23,385 Total operating expenses 73,291 226,999 610,150 (119,039 ) 791,401 Income (loss) from operations (73,291 ) 18,224 109,723 57,859 112,515 Interest expense (44,025 ) (2,001 ) (2,793 ) 3,614 (45,205 ) Interest income — 3,906 204 (3,407 ) 703 Other expense — (1,427 ) (478 ) (1,515 ) (3,420 ) Income (loss) before income taxes (117,316 ) 18,702 106,656 56,551 64,593 Income tax (expense) benefit 37,039 (69,252 ) (104,846 ) — (137,059 ) Income in subsidiaries 7,811 1,810 — (9,621 ) — Net (loss) income $ (72,466 ) $ (48,740 ) $ 1,810 $ 46,930 $ (72,466 ) Comprehensive (loss) income $ (72,887 ) $ (48,695 ) $ 1,344 $ 47,351 $ (72,887 ) Condensed Consolidating Statement of Cash Flows Nine Months Ended December 30, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by operating activities $ 53,060 $ 175,303 $ 365,199 $ — $ 593,562 Investing activities: Purchase of property and equipment — (198,517 ) (39,141 ) — (237,658 ) Other investing activities — 21,534 (30,247 ) — (8,713 ) Net transactions with related parties — 24,100 (24,100 ) — — Net cash used in investing activities — (152,883 ) (93,488 ) — (246,371 ) Financing activities: Proceeds from debt issuances 100,000 — — — 100,000 Debt issuance costs (1,903 ) — — — (1,903 ) Proceeds from the issuance of common stock 42,121 — — — 42,121 Repurchase of common stock, including transaction costs (168,935 ) — — — (168,935 ) Tax withholding paid on behalf of employees for restricted stock units (24,343 ) — — — (24,343 ) Net transactions with related parties — 1,031 (1,031 ) — — Net cash (used in) provided by financing activities (53,060 ) 1,031 (1,031 ) — (53,060 ) Effect of exchange rate changes on cash — — 1,771 — 1,771 Net increase in cash, cash equivalents and restricted cash — 23,451 272,451 — 295,902 Cash, cash equivalents and restricted cash at the beginning of the period — 226,186 319,593 — 545,779 Cash, cash equivalents and restricted cash at the end of the period $ — $ 249,637 $ 592,044 $ — $ 841,681 Condensed Consolidating Statement of Cash Flows Nine Months Ended December 31, 2016 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by operating activities $ 135,096 $ 72,178 $ 322,475 $ 529,749 Investing activities: Purchase of property and equipment — (275,018 ) (111,937 ) — (386,955 ) Purchase of a business, net of cash acquired — — (118,002 ) — (118,002 ) Proceeds from maturities and sales of available-for-sale securities — 186,793 — — 186,793 Other investing activities — 3,810 (8,900 ) — (5,090 ) Net cash used in investing activities — (84,415 ) (238,839 ) — (323,254 ) Financing activities: Excess tax benefit from exercises of stock options 12 — — — 12 Proceeds from the issuance of common stock 38,417 — — — 38,417 Repurchase of common stock, including transaction costs (158,491 ) — — — (158,491 ) Tax withholding paid on behalf of employees for restricted stock units (15,034 ) — — — (15,034 ) Other financing activities — 20 — — 20 Net transactions with related parties — 1,238 (1,238 ) — Net cash (used in) provided by financing activities (135,096 ) 1,258 (1,238 ) — (135,076 ) Effect of exchange rate changes on cash — — (1,358 ) — (1,358 ) Net increase (decrease) in cash, cash equivalents and restricted cash — (10,979 ) 81,040 — 70,061 Cash, cash equivalents and restricted cash at the beginning of the period — 220,633 205,429 — 426,062 Cash, cash equivalents and restricted cash at the end of the period $ — $ 209,654 $ 286,469 $ — $ 496,123 |