{"url_path":"/sec/qrvo/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1604778/0001628280-26-032873-index.html","accession_number":"0001628280-26-032873","cik":"0001604778","ticker":"QRVO","issuer_name":"Qorvo, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1604778/0001628280-26-032873-index.html","primary_entity_key":"0001604778","primary_entity_name":"Qorvo, Inc."},"word_count":6407,"has_tables":true,"body_markdown":"ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.\n\nThe following discussion should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements, including the notes thereto, set forth in Part II, Item 8 of this report.\n\nQorvo® is a global leader in the development and commercialization of technologies and products for wireless, wired and power markets.\n\nWe design, develop, manufacture and market our products and solutions for leading U.S. and international OEMs and ODMs in three reportable operating segments: HPA, CSG and ACG. HPA is a leading global supplier of RF, analog mixed signal and power management solutions. CSG is a leading global supplier of connectivity solutions, with broad expertise spanning UWB, Matter, BLE, Zigbee, Thread, Wi-Fi and cellular solutions for the IoT. ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices.\n\nProposed Mergers\n\nOn October 27, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), the Company, Comet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Skyworks (“Merger Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Skyworks (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Skyworks (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly-owned subsidiary of Skyworks. On February 5, 2026, Qorvo and Skyworks each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (“FTC”) in connection with the transaction. The Second Request was issued under notification requirements of the HSR Act. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is voluntarily extended by the parties or terminated sooner by the FTC. The stockholders of both Qorvo and Skyworks approved the Merger Agreement at each company's special meeting of stockholders on February 11, 2026. Consummation of the Mergers is subject to required regulatory approvals, including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. We currently anticipate the Mergers will be completed early in calendar year 2027. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on October 28, 2025. Refer to Note 2 of the Notes to Consolidated Financial Statements for additional information regarding the transaction.\n\n41\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nFiscal 2026 Overview\n\n•Revenue decreased 1.1% in fiscal 2026 to $3,678.5 million, compared to $3,719.0 million in fiscal 2025, resulting from decreases in ACG and CSG revenue, partially offset by an increase in HPA revenue.\n\n•Gross margin for fiscal 2026 was 45.9%, compared to 41.3% in fiscal 2025, driven by our strategy within the ACG segment to reduce exposure to lower margin, mass-market Android smartphones, as well as favorable business mix within the HPA segment.\n\n•Operating income was $411.4 million in fiscal 2026, compared to $95.5 million in fiscal 2025, driven by higher gross margin and lower goodwill and intangible asset impairment charges.\n\n•Net income per diluted share was $3.62 for fiscal 2026, compared to net income per diluted share of $0.58 for fiscal 2025.\n\n•Operating activities in fiscal 2026 generated cash of $808.6 million, compared to $622.2 million in fiscal 2025.\n\n•Capital expenditures were $129.1 million in fiscal 2026, compared to $137.6 million in fiscal 2025.\n\n•We repurchased 6.6 million shares of our common stock for $536.7 million in fiscal 2026, compared to repurchases of 4.0 million shares of our common stock for $358.8 million in fiscal 2025.\n\n42\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nRESULTS OF OPERATIONS\n\nConsolidated\n\nThe table below presents a summary of our results of operations for fiscal years 2026 and 2025 along with a year-over-year comparison. Refer to Part II, Item 7, \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" of our Annual Report on Form 10-K for the fiscal year ended March 29, 2025, filed with the SEC on May 19, 2025, which is incorporated by reference herein, for a summary of our results of operations for the fiscal year ended March 30, 2024 along with a year-over-year comparison between fiscal years 2025 and 2024.\n\n(In thousands, except percentages)\nFiscal\n\n2026\n% of Revenue\nFiscal\n\n2025\n% of RevenueIncrease\n(Decrease)Percentage Change\n\nRevenue$3,678,517 100.0 %$3,718,971 100.0 %$(40,454)(1.1)%\n\nCost of goods sold1,990,415 54.1 2,183,382 58.7 (192,967)(8.8)\n\nGross profit1,688,102 45.9 1,535,589 41.3 152,513 9.9 \n\nResearch and development726,122 19.7 747,709 20.1 (21,587)(2.9)\n\nMarketing and selling215,485 5.9 231,912 6.2 (16,427)(7.1)\n\nGeneral and administrative165,189 4.5 171,712 4.6 (6,523)(3.8)\n\nGoodwill and intangible asset impairment82,369 2.2 192,569 5.2 (110,200)(57.2)\n\nOther operating expense87,513 2.4 96,160 2.6 (8,647)(9.0)\n\nOperating income$411,424 11.2 %$95,527 2.6 %$315,897 330.7 %\n\nRevenue\n\nThe decrease in consolidated revenue resulted from decreases in revenue of $58.0 million and $50.9 million in ACG and CSG, respectively, and an increase in revenue of $68.4 million in HPA, which are further discussed in our Operating Segments results below.\n\nWe provide products to our largest end customer (Apple) through sales to multiple contract manufacturers, which in the aggregate accounted for approximately 50% and 47% of total revenue in fiscal years 2026 and 2025, respectively. Samsung accounted for approximately 10% of total revenue in both fiscal years 2026 and 2025. These customers primarily purchase RF solutions for a variety of mobile devices.\n\n    \n\nInternational shipments amounted to $1,362.8 million in fiscal 2026 (approximately 37% of revenue) compared to $1,491.8 million in fiscal 2025 (approximately 40% of revenue). Shipments to Asia totaled $1,264.5 million in fiscal 2026 (approximately 34% of revenue) compared to $1,405.9 million in fiscal 2025 (approximately 38% of revenue).\n\nGross Margin\n\nThe increase in gross margin in fiscal 2026 was driven by our strategy within the ACG segment to reduce exposure to lower margin, mass-market Android smartphones, as well as favorable business mix within the HPA segment.\n\nOperating Expenses\n\nResearch and Development\n\nThe decrease in research and development expense was driven by a $19.9 million decrease in product development costs related to mass-market Android smartphones.\n\n43\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nMarketing and Selling\n\nThe decrease in marketing and selling expense was driven by a decrease of $6.8 million in employee-related costs and a decrease of $5.0 million in amortization expense due to the expiration of useful lives of certain acquired intangible assets.\n\nGeneral and Administrative\n\nThe decrease in general and administrative expense was driven by a $9.9 million decrease in professional fees, partially offset by a $2.8 million increase in employee-related costs.\n\nGoodwill and Intangible Asset Impairment\n\nGoodwill and intangible asset impairment charges in fiscal 2026 were due to impairment testing triggered by revisions in forecasts for a reporting unit within the CSG segment. Goodwill and intangible asset impairment charges in fiscal 2025 were related to the expected divestiture of the SiC power device business, which was subsequently sold in the fourth quarter of fiscal 2025, as well as the expected divestiture of the MEMS-based sensing solutions business, which was subsequently sold in the third quarter of fiscal 2026. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information on goodwill and intangible asset impairment charges.\n\nOther Operating Expense\n\nIn fiscal 2026, \"Other operating expense\" primarily includes restructuring-related charges of $36.9 million, merger-related costs of $23.5 million, start-up costs of $15.0 million associated with the transfer of our surface acoustic wave filter production from North Carolina to Texas and deferred compensation expense of $9.3 million. In fiscal 2025, \"Other operating expense\" primarily includes restructuring-related charges of $60.3 million and $14.9 million of expenses associated with multiyear projects to upgrade our core business systems, prior to cancellation of certain projects in the third quarter of fiscal 2025. Refer to Note 12 of the Notes to Consolidated Financial Statements for additional information on restructuring-related charges.\n\nOperating Segments\n\nHigh Performance Analog\n\n(In thousands, except percentages)Fiscal\n2026Fiscal\n2025Dollar\nChangePercentage\nChange\n\nRevenue$705,657 $637,261 $68,396 10.7 %\n\nOperating income189,356 108,895 80,461 73.9 \n\nOperating income as a % of revenue26.8 %17.1 %\n\nThe increase in HPA revenue was primarily attributable to a $108.3 million increase in revenue driven by increased content and programs in defense and aerospace, the industry's ongoing transition to broadband DOCSIS 4.0 and higher demand for our base station products. These revenue increases were partially offset by a $27.7 million decrease in revenue as a result of the sale of the SiC power device business in January 2025, as well as a $9.0 million decrease in revenue from our power management business due to lower demand from our customers whose products have been impacted by tariffs.\n\nThe increase in HPA operating income was driven by favorable business mix, improved product costs, lower inventory charges and higher revenue. In addition, fiscal 2025 includes an operating loss of $15.3 million from the SiC power device business.\n\n44\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nConnectivity and Sensors Group\n\n(In thousands, except percentages)Fiscal\n2026Fiscal\n2025Dollar\nChangePercentage\nChange\n\nRevenue$421,654 $472,521 $(50,867)(10.8)%\n\nOperating loss(42,253)(55,842)13,589 24.3 \n\nOperating loss as a % of revenue(10.0)%(11.8)%\n\nThe decrease in CSG revenue was attributable primarily to a $48.7 million decrease in revenue for our Wi-Fi components and UWB solutions, driven by our decision to strategically narrow our focus on a higher margin portfolio.\n\nThe decrease in CSG operating loss was due to improved product costs, favorable product mix and a decrease in operating expenses of $14.3 million, partially offset by the impact of lower revenue. The decrease in operating expenses was driven by lower product development costs, as well as lower expenses following the divestiture of the MEMS-based sensing solutions business in October 2025. CSG results for fiscal years 2026 and 2025 include operating losses of $9.9 million and $15.4 million, respectively, from the MEMS-based sensing solutions business.\n\nAdvanced Cellular Group\n\n(In thousands, except percentages)Fiscal\n2026Fiscal\n2025Dollar\nChangePercentage\nChange\n\nRevenue$2,551,206 $2,609,189 $(57,983)(2.2)%\n\nOperating income667,352 602,447 64,905 10.8 \n\nOperating income as a % of revenue26.2 %23.1 %\n\nThe decrease in ACG revenue represents the net of a decrease in revenue from our products in the Android ecosystem and an increase in revenue attributable to increased content in flagship and premium tiers of smartphones. This is consistent with our decision to strategically reduce our exposure in mass-market Android smartphones and narrow our focus to the flagship and premium tiers of smartphones.\n\nThe increase in ACG operating income was driven by favorable product mix and a decrease in operating expenses of $29.7 million, partially offset by the impact of lower revenue. The decrease in operating expenses was attributable to reductions in product development costs related to mass-market Android smartphones.\n\nRefer to Note 17 of the Notes to Consolidated Financial Statements for a reconciliation of segment operating income to the consolidated operating income for fiscal years 2026, 2025 and 2024.\n\nINTEREST, OTHER INCOME AND INCOME TAXES\n\nFiscal Year\n\n(In thousands)20262025\n\nInterest expense$(73,134)$(78,328)\n\nOther income, net59,983 48,700 \n\nIncome tax expense(59,284)(10,284)\n\nInterest expense\n\nDuring fiscal 2026, we recorded interest expense primarily related to the 4.375% senior notes due 2029 (the \"2029 Notes\") and the 3.375% senior notes due 2031 (the \"2031 Notes\"). During fiscal 2025, we recorded interest expense primarily related to the 2029 Notes, the 2031 Notes and the 1.750% Notes due 2024 (the \"2024 Notes\"). Interest expense for fiscal years 2026 and 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement. Interest expense in the preceding table for fiscal years 2026 and 2025 is net of capitalized interest of $3.3 million and $3.9 million, respectively.\n\n45\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nOther income, net\n\nDuring fiscal 2026, we recorded interest income of $43.0 million and net gains of $15.1 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments. During fiscal 2025, we recorded interest income of $47.1 million and net gains of $0.5 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.\n\nIncome tax expense\n\nIncome tax expense for fiscal 2026 was $59.3 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income, global minimum taxes in foreign jurisdictions and the impact of Global Intangible Low-Taxed Income (\"GILTI\"), partially offset by tax benefits related to domestic and international operations generating pre-tax book losses and domestic tax credits. During fiscal 2026, we also recognized incremental tax benefits associated with various restructuring initiatives. The annual effective tax rate was 14.9% for fiscal 2026.\n\nOn July 4, 2025, the OBBBA was enacted in the United States. The OBBBA permanently extends several tax provisions originally introduced under the 2017 Tax Cuts and Jobs Act, and also repeals, modifies and introduces various other tax measures with varying effective dates. We have reflected the impact of the OBBBA on our consolidated financial statements. We are continuing to assess the potential impact of the OBBBA on future periods but do not currently expect the legislation to have a material effect on our consolidated financial statements.\n\nOn January 5, 2026, the OECD released additional Pillar Two guidance introducing a new “side-by-side” system, which, upon adoption by local legislatures, will exclude U.S. headquartered companies from some aspects of minimum taxation. The guidance is not expected to have a material impact on our effective tax rate.\n\nIncome tax expense for fiscal 2025 was $10.3 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI, partially offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits. During fiscal 2025, we also incurred incremental tax expense associated with various restructuring initiatives. The annual effective tax rate was 15.6% for fiscal 2025.\n\nA valuation allowance has been established against deferred tax assets in the taxing jurisdictions where, based upon the positive and negative evidence available, it is more likely than not that the related deferred tax assets will not be realized. Realization is dependent upon generating future income in the taxing jurisdictions in which the operating loss carryovers, credit carryovers, depreciable tax basis and other deferred tax assets exist. Management reevaluates the ability to realize the benefit of these deferred tax assets on a quarterly basis. As of March 28, 2026 and March 29, 2025, the valuation allowance against domestic and foreign deferred tax assets was $90.9 million and $85.7 million, respectively.\n\nRefer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding income taxes.\n\nSTOCK-BASED COMPENSATION\n\nIn accordance with Accounting Standards Codification (\"ASC\") 718, \"Compensation – Stock Compensation,\" stock-based compensation cost is measured at the grant date, based on the estimated fair value of the awards. The fair value of employee stock purchase plan awards is estimated on the date of grant using a Black-Scholes pricing model based on the historical volatility, dividend yield, term and risk-free interest rate. The fair value per unit of each restricted stock unit is determined on the grant date using market price and is recognized as expense over the requisite service period based on awards ultimately expected to vest.\n\nAs of March 28, 2026, total remaining unearned compensation cost related to unvested restricted stock units was $167.0 million, which will be amortized over the weighted-average remaining service period of approximately 1.3 years.\n\n46\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nRefer to Note 15 of the Notes to Consolidated Financial Statements for additional information regarding stock-based compensation.\n\nLIQUIDITY AND CAPITAL RESOURCES\n\nCash generated by operations is our primary source of liquidity. As of March 28, 2026, we had working capital of approximately $1,593.6 million, including $1,219.0 million in cash and cash equivalents, compared to working capital of approximately $1,384.1 million, including $1,021.2 million in cash and cash equivalents, as of March 29, 2025.\n\nOur $1,219.0 million of total cash and cash equivalents as of March 28, 2026, includes $1,008.8 million held by our foreign subsidiaries, of which $808.7 million is held by Qorvo International Pte. Ltd. in Singapore. If the undistributed earnings of our foreign subsidiaries are needed in the U.S., we may be required to pay state income and/or foreign local withholding taxes to repatriate these earnings.\n\nWe may, from time to time, seek to retire or make additional optional payments on our outstanding debt obligations through repurchases or exchanges of our outstanding notes, which may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. Such tenders, exchanges, purchases, or other transactions, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.\n\nThe Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement. Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.\n\nCredit Agreement\n\nOn April 23, 2024, we entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the “Credit Agreement”), which replaced our previous credit agreement. The Credit Agreement provides for a $325.0 million senior revolving line of credit (the “Revolving Facility”). Up to $25.0 million of the Revolving Facility may be used for the issuance of standby letters of credit, and up to $10.0 million of the Revolving Facility may be used for swing line advances (i.e., short-term borrowings made available from the lead lender). We may request at any time that the Revolving Facility be increased by up to $325.0 million, subject to securing additional funding commitments from existing or new lenders. The Revolving Facility is available to finance working capital, capital expenditures and other lawful corporate purposes. During fiscal 2026, there were no borrowings under the Revolving Facility.\n\nThe Credit Agreement contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds and to avoid an event of default. As of March 28, 2026, we were in compliance with these covenants. Refer to Note 9 of the Notes to Consolidated Financial Statements for further information about the Credit Agreement.\n\nStock Repurchases\n\nOn November 2, 2022, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization. Under this program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which we repurchase our shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require us to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice. Following the execution of\n\n47\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nthe Merger Agreement in the third quarter of fiscal 2026, we suspended our share repurchase activity; however, in the fourth quarter of fiscal 2026, we resumed share repurchases in accordance with the terms of the Merger Agreement.\n\nDuring fiscal years 2026, 2025 and 2024, we repurchased approximately 6.6 million shares, 4.0 million shares and 4.0 million shares of our common stock, respectively, for approximately $536.7 million, $358.8 million and $403.0 million, respectively (including transaction costs and excise tax, as applicable) under the share repurchase program. As of March 28, 2026, approximately $416.2 million remains authorized for repurchases under the share repurchase program.\n\nCash Flows from Operating Activities\n\nNet cash provided by operating activities was $808.6 million in fiscal 2026, attributable to the effects of net income adjusted for non-cash items (which includes depreciation, intangible assets amortization, deferred income taxes, goodwill and intangible asset impairment, stock-based compensation expense and other non-cash items) and changes in working capital. The changes in working capital were driven by the decrease in inventories.\n\nNet cash provided by operating activities was $622.2 million in fiscal 2025, attributable to the effects of net income adjusted for non-cash items (which includes depreciation, intangible assets amortization, deferred income taxes, goodwill and intangible asset impairment, stock-based compensation expense and other non-cash items).\n\nCash Flows from Investing Activities\n\nNet cash used in investing activities in fiscal 2026 was $43.6 million, compared to net cash provided by investing activities of $36.6 million in fiscal 2025. During fiscal 2026, we received proceeds of $36.8 million from the sale of our North Carolina fabrication facility, proceeds of $21.5 million from the divestiture of our MEMS-based sensing solutions business and proceeds of $13.5 million from investments. During fiscal 2025, we received proceeds of $117.5 million from the divestiture of our SiC power device business and proceeds of $55.6 million from the divestiture of our assembly and test operations in China.\n\nCash Flows from Financing Activities\n\nNet cash used in financing activities in fiscal 2026 was $566.5 million, compared to net cash used in financing activities of $684.4 million in fiscal 2025. During fiscal 2026, we repurchased stock for $532.6 million and we repurchased inventory in connection with a supply agreement for $11.7 million. During fiscal 2025, we repurchased stock for $356.3 million, we received proceeds of $130.2 million for inventory (subject to repurchase) in connection with a supply agreement (refer to Note 5 of the Notes to Consolidated Financial Statements for additional information), and we repaid $439.1 million of the principal amount of our 2024 Notes, which matured in December 2024.\n\nOur future capital requirements may differ materially from those currently anticipated and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers. Based on current and projected levels of cash flows from operations, coupled with our existing cash and cash equivalents and availability from the Revolving Facility, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements. However, if there is a significant decrease in demand for our products, or if investments in our business outpace revenue growth, operating cash flows may be insufficient to meet our needs. If existing resources and cash from operations are not sufficient to meet our future requirements or if we perceive conditions to be favorable, we may seek additional debt or equity financing. Additional debt or equity financing could be dilutive to holders of our common stock. Further, we cannot be sure that additional debt or equity financing, if required, will be available on favorable terms, if at all.\n\nCONTRACTUAL OBLIGATIONS\n\nAs of March 28, 2026, our purchase obligations were approximately $524.3 million, of which $508.7 million is due within the next twelve months. Our purchase obligations represent payments due related to the purchase of\n\n48\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nmaterials and manufacturing services, a majority of which are not recorded as liabilities in our Consolidated Balance Sheet because we had not received the related goods or services as of March 28, 2026.\n\nAs of March 28, 2026, our capital commitments were approximately $50.8 million, all of which are due within the next twelve months. Our capital commitments represent obligations for the purchase of equipment and software, a majority of which are not recorded as liabilities in our Consolidated Balance Sheet because we had not received the related goods or services as of March 28, 2026.\n\nFor details of other contractual obligations, such as leases, debt, retirement benefit plans and income taxes, refer to Note 8, Note 9, Note 10 and Note 13, respectively, of the Notes to Consolidated Financial Statements.\n\nSUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION\n\nIn accordance with the indentures governing the 2029 Notes and the 2031 Notes (together, the \"Notes\"), our obligations under the Notes are fully and unconditionally guaranteed on a joint and several unsecured basis by certain of our U.S. subsidiaries (the \"Guarantors\"), which are listed on Exhibit 22 to this Annual Report on Form 10-K. Each Guarantor is 100% owned, directly or indirectly, by Qorvo, Inc. (the \"Parent\"). A Guarantor can be released in certain customary circumstances. Our other U.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the \"Non-Guarantors\").\n\nThe following presents summarized financial information for the Parent and the Guarantors on a combined basis as of and for the periods indicated, after eliminating (i) intercompany transactions and balances among the Parent and the Guarantors, and (ii) equity earnings from, and investments in, any Non-Guarantor. The summarized financial information may not necessarily be indicative of the financial position and results of operations had the combined Parent and Guarantors operated independently from the Non-Guarantors.\n\nSummarized Balance Sheets\n\n(in thousands)\nMarch 28, 2026March 29, 2025\n\nASSETS\n\nCurrent assets (1)\n$862,490 $827,998 \n\nNon-current assets2,217,061 2,338,086 \n\nLIABILITIES\n\nCurrent liabilities$262,368 $270,634 \n\nLong-term liabilities (2)\n2,596,461 2,408,648 \n\n(1) Includes net amounts due from Non-Guarantor subsidiaries of $201.7 million and $259.4 million as of March 28, 2026 and March 29, 2025, respectively.\n\n(2) Includes net amounts due to Non-Guarantor subsidiaries of $895.3 million and $687.6 million as of March 28, 2026 and March 29, 2025, respectively.\n\nSummarized Statement of Operations\n\n(in thousands)\n\nFiscal 2026\n\nRevenue$1,074,551 \n\nGross profit365,060 \n\nNet loss(193,357)\n\nCRITICAL ACCOUNTING ESTIMATES\n\nThe preparation of consolidated financial statements requires management to use judgment and estimates. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results could materially differ from those estimates. The accounting policies that are most critical in the preparation of our consolidated financial statements are those that are both important to the presentation of our financial condition and results of operations and require significant judgment and estimates on the part of management. Our critical accounting policies are reviewed periodically with the Audit Committee of the Board of Directors. We also have other policies that we consider key accounting policies; however, these policies\n\n49\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\ntypically do not require us to make estimates or judgments that are difficult or subjective. Refer to Note 1 of the Notes to Consolidated Financial Statements.\n\nInventory Reserves. The valuation of inventory requires us to estimate obsolete or excess inventory. The determination of obsolete or excess inventory requires us to estimate the future demand for our products within specific time horizons, generally 24 months. The estimates of future demand that we use in the valuation of inventory reserves are the same as those used in our revenue forecasts and are also consistent with the estimates used in our manufacturing plans to enable consistency between inventory valuations and build decisions. Product-specific facts and circumstances reviewed in the inventory valuation process include a review of the customer base, market conditions and customer acceptance of our products and technologies, as well as an assessment of the selling price in relation to the product cost. Historically, inventory reserves have fluctuated as new technologies have been introduced and customers’ demand has shifted.\n\nThese valuations and estimates require significant judgment. If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations.\n\nBusiness Acquisitions. We allocate the fair value of the purchase price to the assets acquired and liabilities assumed based on their estimated fair value. The excess of the purchase price over the fair values of the identifiable assets and liabilities is recorded to goodwill. Goodwill is assigned to the reporting unit that is expected to benefit from the synergies of the business combination.\n\nA number of significant assumptions, estimates and judgments are used in determining the fair value of acquired assets and liabilities, particularly with respect to the intangible assets acquired. The valuation of intangible assets requires the use of valuation techniques such as the income approach. The income approach includes management’s estimation of future cash flows (including expected revenue growth rates and profitability), the underlying product or technology life cycles and the discount rates applied to future cash flows.\n\nJudgment is also required in estimating the fair values of deferred tax assets and liabilities, uncertain tax positions and tax-related valuation allowances, which are initially estimated as of the acquisition date, as well as inventory, property and equipment, pre-existing liabilities or legal claims, deferred revenue and contingent consideration, each as may be applicable.\n\nWhile we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, any purchase price adjustments are recorded to the income statement.\n\nGoodwill Impairment Testing. In accordance with ASC 350, “Intangibles – Goodwill and Other,” goodwill is not amortized but is subject to impairment testing at least annually or when an event occurs or circumstances change that indicate it is more likely than not an impairment exists. Management tests goodwill for impairment at the reporting unit level.\n\nAs required by our policy, goodwill is tested for impairment on the first day of our fourth quarter of each fiscal year, or when there is evidence that events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may first assess qualitative factors for each reporting unit to determine whether it is necessary to perform a quantitative goodwill impairment test. In performing qualitative assessments, we consider the following factors which could trigger a goodwill impairment review: (i) significant underperformance relative to historical or projected future operating results; (ii) significant changes in the manner or our use of the acquired assets or the strategy for our overall business; (iii) significant negative industry or economic trends; (iv) a significant decline in our stock price for a sustained period; and (v) a significant change in our market capitalization relative to our net book value.\n\nOur quantitative assessments generally consider both the income and market approaches to estimate the fair value of each reporting unit. Inherent in the fair value determinations are significant judgments and estimates, including assumptions about future revenue, profitability and cash flows, discount rates used to determine the present value of\n\n50\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nfuture cash flows, our operational plans and our interpretation of current economic indicators and market valuations. The income approach is based on the discounted cash flow method that uses estimates of the reporting units’ revenue growth rates and operating margins as part of our long-term planning process, taking into consideration historical data and industry and market conditions. The discount rate used to determine the present value of future cash flows is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics.\n\nIf the carrying value of a reporting unit (including the value of goodwill) is greater than its estimated fair value, an impairment charge would be recorded for the amount that the carrying amount of the reporting unit exceeded its fair value, up to the total amount of goodwill allocated to that reporting unit.\n\nIn fiscal 2026, we recorded goodwill impairment charges of approximately $36.5 million. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information regarding our goodwill.\n\nIdentified Intangible Assets. We amortize definite-lived intangible assets (including developed technology, customer relationships, technology licenses and trade names) on a straight-line basis over their estimated useful lives. Upon completion of development, in-process R&D assets are transferred to developed technology and are amortized over their useful lives. The asset balances relating to abandoned projects are impaired and expensed to R&D.\n\nWe evaluate definite-lived intangible assets for impairment to determine whether facts and circumstances indicate that the carrying amount of the assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of identified intangible assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amounts over the fair value of those assets and occur in the period in which the impairment determination was made. When measuring impairment, we make significant assumptions and apply judgment in estimating future cash flows and asset fair values, including annual revenue growth rates and a terminal year growth rate that reflects the inherent risk in future cash flows. If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations.\n\nIn fiscal 2026, we recorded intangible asset impairment charges of approximately $45.9 million. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information regarding our identified intangible assets.\n\nRevenue Recognition. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. A majority of our revenue is recognized at a point in time, either on shipment or delivery of the product, depending on individual customer terms and conditions.\n\nWe apply a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.\n\nOur revenue recognition accounting methodology contains uncertainties because it requires us to make significant estimates and assumptions and to apply judgment. For example, for arrangements that have multiple performance obligations, we must exercise judgment and use estimates in order to (1) determine whether performance obligations are distinct and should be accounted for separately; (2) determine the stand-alone selling price of each performance obligation; (3) allocate the transaction price among the various performance obligations on a relative stand-alone selling-price basis; and (4) determine whether revenue for each performance obligation should be recognized at a point in time or over time.\n\nIf we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period.\n\n51\n\n[Table of Contents](#i20702a1530574cc7a4597a4ae0a64f2c_7)\n\nRefer to Note 1 of the Notes to Consolidated Financial Statements for a complete discussion of our revenue recognition policies.\n\nIncome Taxes. In determining tax expense for financial statement reporting purposes, we must make certain estimates and judgments in the calculation of taxable income, the resultant tax liabilities and the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenue and expense.\n\nWe assess the likelihood that our deferred tax assets can be recovered, recording a reserve in the form of a valuation allowance if the deferred tax assets are ultimately estimated to not be recoverable. In this process, certain relevant criteria are evaluated including: the amount of income or loss in prior years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, the taxable income in prior carryback years that can be used to absorb net operating losses and credit carrybacks, future expected taxable income and prudent and feasible tax planning strategies. Changes in taxable income, market conditions, U.S. or international tax laws and other factors may change our judgment regarding whether we will be able to realize the deferred tax assets. These changes, if any, may require material adjustments to the net deferred tax assets and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made.\n\nWe also assess the likelihood that our tax reporting positions will ultimately be sustained. To the extent it is determined it is more likely than not (a likelihood of more than 50 percent) that some portion, or all, of a tax reporting position will ultimately not be recognized and sustained, a provision for unrecognized tax benefit is provided by either reducing the applicable deferred tax asset or accruing an income tax liability. Our judgment regarding the sustainability of our tax reporting positions may change in the future due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the related deferred tax assets or accrued income tax liabilities and an accompanying reduction or increase in income tax expense which will result in a corresponding increase or decrease in net income in the period when such determinations are made.\n\nRefer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding income taxes."}