CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION In accordance with the 2015 Indenture governing the 2023 Notes and the 2025 Notes, the Guarantors guaranteed the Company's obligations under the 2023 Notes and the 2025 Notes. The 2023 Notes were, and the 2025 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 2015 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 Guarantors 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, Guarantors or non-guarantor subsidiaries operated as independent entities. Condensed Consolidating Balance Sheet June 30, 2018 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 78,851 $ 255,188 $ — $ 334,039 Short-term investments — 58,010 — — 58,010 Accounts receivable, less allowance — 54,894 305,963 — 360,857 Intercompany accounts and notes receivable — 296,498 39,146 (335,644 ) — Inventories — 186,645 335,819 (20,886 ) 501,578 Prepaid expenses — 17,282 7,591 — 24,873 Other receivables — 4,272 49,527 — 53,799 Other current assets — 33,460 1,090 — 34,550 Total current assets — 729,912 994,324 (356,530 ) 1,367,706 Property and equipment, net — 1,086,252 282,536 (200 ) 1,368,588 Goodwill — 1,121,941 1,051,948 — 2,173,889 Intangible assets, net — 345,109 384,129 — 729,238 Long-term investments — 1,854 77,661 — 79,515 Long-term intercompany accounts and notes receivable — 1,078,040 107,181 (1,185,221 ) — Investment in subsidiaries 6,212,724 2,310,787 — (8,523,511 ) — Other non-current assets 83,679 30,721 30,487 (81,491 ) 63,396 Total assets $ 6,296,403 $ 6,704,616 $ 2,928,266 $ (10,146,953 ) $ 5,782,332 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 74,096 $ 145,047 $ — $ 219,143 Intercompany accounts and notes payable — 39,146 296,498 (335,644 ) — Accrued liabilities 3,482 90,971 38,943 209 133,605 Other current liabilities — 1,461 49,155 — 50,616 Total current liabilities 3,482 205,674 529,643 (335,435 ) 403,364 Long-term debt 558,280 — — — 558,280 Deferred tax liabilities — 58,676 13,286 (34,807 ) 37,155 Long-term intercompany accounts and notes payable 1,056,536 107,181 21,504 (1,185,221 ) — Other long-term liabilities — 52,382 53,046 — 105,428 Total liabilities 1,618,298 423,913 617,479 (1,555,463 ) 1,104,227 Total stockholders’ equity 4,678,105 6,280,703 2,310,787 (8,591,490 ) 4,678,105 Total liabilities and stockholders’ equity $ 6,296,403 $ 6,704,616 $ 2,928,266 $ (10,146,953 ) $ 5,782,332 Condensed Consolidating Balance Sheet March 31, 2018 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 629,314 $ 296,723 $ — $ 926,037 Accounts receivable, less allowance — 76,863 269,094 — 345,957 Intercompany accounts and notes receivable — 272,409 53,363 (325,772 ) — Inventories — 154,651 339,434 (21,793 ) 472,292 Prepaid expenses — 17,530 6,379 — 23,909 Other receivables — 5,959 38,836 — 44,795 Other current assets — 29,627 1,188 — 30,815 Total current assets — 1,186,353 1,005,017 (347,565 ) 1,843,805 Property and equipment, net — 1,085,255 289,146 (289 ) 1,374,112 Goodwill — 1,121,941 1,051,948 — 2,173,889 Intangible assets, net — 395,317 465,019 — 860,336 Long-term investments — 1,847 61,918 — 63,765 Long-term intercompany accounts and notes receivable — 543,127 116,494 (659,621 ) — Investment in Subsidiaries 6,198,885 2,388,222 — (8,587,107 ) — Other non-current assets 72,122 31,011 32,516 (70,037 ) 65,612 Total assets $ 6,271,007 $ 6,753,073 $ 3,022,058 $ (9,664,619 ) $ 6,381,519 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 78,278 $ 134,915 $ — $ 213,193 Intercompany accounts and notes payable — 53,363 272,409 (325,772 ) — Accrued liabilities 23,102 101,286 43,163 (369 ) 167,182 Other current liabilities — 3,882 57,022 — 60,904 Total current liabilities 23,102 236,809 507,509 (326,141 ) 441,279 Long-term debt 983,290 — — — 983,290 Deferred tax liabilities — 83,449 16,366 (36,731 ) 63,084 Long-term intercompany accounts and notes payable 489,051 116,494 54,076 (659,621 ) — Other long-term liabilities — 62,417 55,885 — 118,302 Total liabilities 1,495,443 499,169 633,836 (1,022,493 ) 1,605,955 Total stockholders’ equity 4,775,564 6,253,904 2,388,222 (8,642,126 ) 4,775,564 Total liabilities and stockholders’ equity $ 6,271,007 $ 6,753,073 $ 3,022,058 $ (9,664,619 ) $ 6,381,519 Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income Three Months Ended June 30, 2018 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 231,939 $ 625,961 $ (165,230 ) $ 692,670 Cost of goods sold — 190,311 409,697 (144,071 ) 455,937 Gross profit — 41,628 216,264 (21,159 ) 236,733 Operating expenses: Research and development 6,401 3,279 102,448 (1,225 ) 110,903 Selling, general and administrative 12,795 57,956 86,379 (21,200 ) 135,930 Other operating expense 150 7,940 1,054 (29 ) 9,115 Total operating expenses 19,346 69,175 189,881 (22,454 ) 255,948 (Loss) income from operations (19,346 ) (27,547 ) 26,383 1,295 (19,215 ) Interest expense (14,042 ) (537 ) (161 ) 387 (14,353 ) Interest income — 2,406 1,375 (387 ) 3,394 Other (expense) income (33,373 ) 328 1,090 — (31,955 ) (Loss) income before income taxes (66,761 ) (25,350 ) 28,687 1,295 (62,129 ) Income tax benefit 11,454 16,804 3,878 — 32,136 Income in subsidiaries 25,314 32,565 — (57,879 ) — Net (loss) income $ (29,993 ) $ 24,019 $ 32,565 $ (56,584 ) $ (29,993 ) Comprehensive (loss) income $ (32,177 ) $ 24,024 $ 30,255 $ (54,279 ) $ (32,177 ) Condensed Consolidating Statement of Operations and Comprehensive Loss Three Months Ended July 1, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Revenue $ — $ 271,953 $ 580,554 $ (211,676 ) $ 640,831 Cost of goods sold — 184,004 392,736 (172,286 ) 404,454 Gross profit — 87,949 187,818 (39,390 ) 236,377 Operating expenses: Research and development 6,796 16,738 97,284 (4,319 ) 116,499 Selling, general and administrative 14,245 66,212 94,052 (35,078 ) 139,431 Other operating expense 85 7,060 1,010 121 8,276 Total operating expenses 21,126 90,010 192,346 (39,276 ) 264,206 Loss from operations (21,126 ) (2,061 ) (4,528 ) (114 ) (27,829 ) Interest expense (11,924 ) (575 ) (334 ) 562 (12,271 ) Interest income — 494 834 (562 ) 766 Other (expense) income — (214 ) 1,998 (2,718 ) (934 ) Loss before income taxes (33,050 ) (2,356 ) (2,030 ) (2,832 ) (40,268 ) Income tax benefit (expense) 16,246 (7,524 ) 922 — 9,644 Loss in subsidiaries (13,820 ) (1,108 ) — 14,928 — Net loss $ (30,624 ) $ (10,988 ) $ (1,108 ) $ 12,096 $ (30,624 ) Comprehensive loss $ (29,905 ) $ (10,927 ) $ (450 ) $ 11,377 $ (29,905 ) Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2018 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by (used in) operating activities $ 555,303 $ (566,340 ) $ 86,296 $ — $ 75,259 Investing activities: Purchase of property and equipment — (37,020 ) (6,544 ) — (43,564 ) Purchase of debt securities and other investments — (132,729 ) — — (132,729 ) Proceeds from maturities of other investments — 75,000 — — 75,000 Other investing activities — 234 (8,901 ) — (8,667 ) Net transactions with related parties — 110,047 — (110,047 ) — Net cash (used in) provided by investing activities — 15,532 (15,445 ) (110,047 ) (109,960 ) Financing activities: Payment of debt (458,172 ) — — — (458,172 ) Repurchase of common stock, including transaction costs (100,004 ) — — — (100,004 ) Proceeds from the issuance of common stock 9,889 — — — 9,889 Tax withholding paid on behalf of employees for restricted stock units (6,802 ) — — — (6,802 ) Other financing activities (214 ) — — — (214 ) Net transactions with related parties — 345 (110,392 ) 110,047 — Net cash (used in) provided by financing activities (555,303 ) 345 (110,392 ) 110,047 (555,303 ) Effect of exchange rate changes on cash — — (2,014 ) — (2,014 ) Net decrease in cash, cash equivalents and restricted cash — (550,463 ) (41,555 ) — (592,018 ) Cash, cash equivalents and restricted cash at the beginning of the period — 629,314 297,088 — 926,402 Cash, cash equivalents and restricted cash at the end of the period $ — $ 78,851 $ 255,533 $ — $ 334,384 Condensed Consolidating Statement of Cash Flows Three Months Ended July 1, 2017 (in thousands) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications Consolidated Net cash provided by (used in) operating activities $ 19,803 $ (21,261 ) $ 105,094 $ — $ 103,636 Investing activities: Purchase of property and equipment — (104,016 ) (20,412 ) — (124,428 ) Other investing activities — 7,011 25 — 7,036 Net cash used in investing activities — (97,005 ) (20,387 ) — (117,392 ) Financing activities: Repurchase of common stock, including transaction costs (31,925 ) — — — (31,925 ) Proceeds from the issuance of common stock 20,526 — — — 20,526 Tax withholding paid on behalf of employees for restricted stock units (8,404 ) — — — (8,404 ) Net transactions with related parties — 345 (345 ) — — Net cash (used in) provided by financing activities (19,803 ) 345 (345 ) — (19,803 ) Effect of exchange rate changes on cash — — 750 — 750 Net (decrease) increase in cash, cash equivalents and restricted cash — (117,921 ) 85,112 — (32,809 ) 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 $ — $ 108,265 $ 404,705 $ — $ 512,970 |