SEC Form 10-Q filed by Qorvo Inc.

1/29/25 4:06:35 PM ET

$QRVO

Semiconductors

Technology

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number 001-36801

Qorvo, Inc.

(Exact name of registrant as specified in its charter)


Delaware		46-5288992
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7628 Thorndike Road
Greensboro,	North Carolina	27409-9421
(Address of principal executive offices)		(Zip Code)

(336) 664-1233

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

QRVO

The Nasdaq Stock Market LLC

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 preceding 12 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

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 growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

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 revised financial 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 þ

As of January 22, 2025, there were 93,396,832 shares of the registrant’s common stock outstanding.

Table of Contents

QORVO, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


			Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Operations			5
Condensed Consolidated Statements of Comprehensive Income (Loss)			6
Condensed Consolidated Statements of Stockholders' Equity			7
Condensed Consolidated Statements of Cash Flows			9
Notes to Condensed Consolidated Financial Statements			10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			32
Item 4. Controls and Procedures.			32

PART II — OTHER INFORMATION

Item 1A. Risk Factors.			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			33
Item 5. Other Information.			33
Item 6. Exhibits.			34

SIGNATURES			35

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	December 28, 2024		March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	769,432	$	1,029,258
Accounts receivable, net of allowances of $313 as of December 28, 2024 and March 30, 2024	427,863		412,960
Inventories	656,216		710,555
Prepaid expenses	38,368		40,563
Other receivables	10,859		14,427
Other current assets	77,690		78,993
Assets of disposal group held for sale	116,435		159,278
Total current assets	2,096,863		2,446,034
Property and equipment, net of accumulated depreciation of $1,806,645 and $1,683,592 as of December 28, 2024 and March 30, 2024, respectively	820,874		870,982
Goodwill	2,437,234		2,534,601
Intangible assets, net	332,338		509,383
Long-term investments	25,692		23,252
Other non-current assets	250,095		170,383
Total assets	$	5,963,096	$	6,554,635
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	283,341	$	252,993
Accrued liabilities	268,335		336,767
Current portion of long-term debt	—		438,740
Other current liabilities	227,110		113,215
Liabilities of disposal group held for sale	29,075		88,372
Total current liabilities	807,861		1,230,087
Long-term debt	1,549,230		1,549,272
Other long-term liabilities	225,572		218,904
Total liabilities	2,582,663		2,998,263
Commitments and contingent liabilities (Note 10)
Stockholders’ equity:
Preferred stock, $.0001 par value; 5,000 shares authorized; no shares issued and outstanding	—		—
Common stock and additional paid-in capital, $.0001 par value; 405,000 shares authorized; 93,559 and 95,798 shares issued and outstanding at December 28, 2024 and March 30, 2024, respectively	3,455,850		3,651,067
Accumulated other comprehensive loss	(10,069)		(5,097)
Accumulated deficit	(65,348)		(89,598)
Total stockholders’ equity	3,380,433		3,556,372
Total liabilities and stockholders’ equity	$	5,963,096	$	6,554,635

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Revenue	$	916,317	$	1,073,861	$	2,849,497	$	2,828,518
Cost of goods sold	524,901		685,983		1,680,471		1,721,880
Gross profit	391,416		387,878		1,169,026		1,106,638

Operating expenses:
Research and development	179,126		164,329		567,778		502,366
Selling, general and administrative	90,360		86,914		313,043		296,033
Goodwill impairment	—		173,414		96,458		221,414
Other operating expense	68,905		4,790		124,441		25,102
Total operating expenses	338,391		429,447		1,101,720		1,044,915
Operating income (loss)	53,025		(41,569)		67,306		61,723

Interest expense	(18,655)		(17,581)		(58,343)		(51,963)
Other income, net	14,526		15,359		41,713		34,286
Income (loss) before income taxes	48,896		(43,791)		50,676		44,046

Income tax expense	(7,625)		(83,147)		(26,426)		(117,103)
Net income (loss)	$	41,271	$	(126,938)	$	24,250	$	(73,057)

Net income (loss) per share:
Basic	$	0.44	$	(1.31)	$	0.26	$	(0.75)
Diluted	$	0.43	$	(1.31)	$	0.25	$	(0.75)

Weighted-average shares of common stock outstanding:
Basic	94,341		97,152		94,942		97,905
Diluted	95,031		97,152		95,808		97,905

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Net income (loss)	$	41,271	$	(126,938)	$	24,250	$	(73,057)
Other comprehensive (loss) income, net of tax:
Change in pension liability	1		—		(229)		—
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature	(11,218)		13,714		(4,742)		3,286
Reclassification adjustments, net of tax:
Amortization of pension actuarial gain	—		(3)		(1)		(9)
Other comprehensive (loss) income	(11,217)		13,711		(4,972)		3,277
Total comprehensive income (loss)	$	30,054	$	(113,227)	$	19,278	$	(69,780)

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


				Accumulated Other Comprehensive (Loss) Income		(Accumulated Deficit) Retained Earnings
	Common Stock
Three Months Ended	Shares	Amount						Total
Balance, September 28, 2024	94,664	$	3,515,640	$	1,148	$	(106,619)	$	3,410,169
Net income	—	—		—		41,271		41,271
Other comprehensive loss	—	—		(11,217)		—		(11,217)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	28	(994)		—		—		(994)
Issuance of common stock in connection with employee stock purchase plan	233	14,446		—		—		14,446
Repurchase of common stock, including transaction costs and excise tax	(1,366)	(100,825)		—		—		(100,825)
Stock-based compensation	—	27,583		—		—		27,583
Balance, December 28, 2024	93,559	$	3,455,850	$	(10,069)	$	(65,348)	$	3,380,433

Balance, September 30, 2023	97,506	$	3,796,189	$	(13,609)	$	34,606	$	3,817,186
Net loss	—	—		—		(126,938)		(126,938)
Other comprehensive income	—	—		13,711		—		13,711
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	19	(847)		—		—		(847)
Issuance of common stock in connection with employee stock purchase plan	217	15,865		—		—		15,865
Repurchase of common stock, including transaction costs and excise tax	(1,062)	(100,812)		—		—		(100,812)
Stock-based compensation	—	20,182		—		—		20,182
Balance, December 30, 2023	96,680	$	3,730,577	$	102	$	(92,332)	$	3,638,347

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)


				Accumulated Other Comprehensive (Loss) Income		(Accumulated Deficit) Retained Earnings
	Common Stock
Nine Months Ended	Shares	Amount						Total
Balance, March 30, 2024	95,798	$	3,651,067	$	(5,097)	$	(89,598)	$	3,556,372
Net income	—	—		—		24,250		24,250
Other comprehensive loss	—	—		(4,972)		—		(4,972)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	605	(30,515)		—		—		(30,515)
Issuance of common stock in connection with employee stock purchase plan	499	34,233		—		—		34,233
Repurchase of common stock, including transaction costs and excise tax	(3,343)	(308,296)		—		—		(308,296)
Stock-based compensation	—	109,361		—		—		109,361
Balance, December 28, 2024	93,559	$	3,455,850	$	(10,069)	$	(65,348)	$	3,380,433

Balance, April 1, 2023	98,649	$	3,821,474	$	(3,175)	$	84,495	$	3,902,794
Net loss	—	—		—		(73,057)		(73,057)
Other comprehensive income	—	—		3,277		—		3,277
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes	616	(25,010)		—		—		(25,010)
Issuance of common stock in connection with employee stock purchase plan	479	35,045		—		—		35,045
Repurchase of common stock, including transaction costs and excise tax	(3,064)	(198,208)		—		(103,770)		(301,978)
Stock-based compensation	—	97,276		—		—		97,276
Balance, December 30, 2023	96,680	$	3,730,577	$	102	$	(92,332)	$	3,638,347

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	December 28, 2024		December 30, 2023
Cash flows from operating activities:
Net income (loss)	$	24,250	$	(73,057)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	122,912		146,841
Intangible assets amortization	103,146		92,308
Deferred income taxes	(63,268)		62,365
Goodwill impairment	96,458		221,414
Stock-based compensation expense	108,931		99,253
Other, net	73,588		24,453
Changes in operating assets and liabilities:
Accounts receivable, net	(16,449)		(179,315)
Inventories	3,819		66,190
Prepaid expenses and other assets	(30,510)		(10,312)
Accounts payable and accrued liabilities	(17,621)		183,091
Income taxes payable and receivable	(11,758)		(9,408)
Other liabilities	29,521		7,022
Net cash provided by operating activities	423,019		630,845
Cash flows from investing activities:
Purchase of property and equipment	(109,087)		(94,514)
Proceeds from sales of property and equipment	2,396		47,446
Proceeds from sale of business	55,576		—
Other investing activities	(7,969)		23,777
Net cash used in investing activities	(59,084)		(23,291)
Cash flows from financing activities:
Repurchase of common stock, including transaction costs	(306,355)		(300,043)
Proceeds from the issuance of common stock	24,405		26,358
Tax withholding paid on behalf of employees for restricted stock units	(30,545)		(26,318)
Payment and repurchase of debt	(439,124)		(17,914)
Net proceeds from sale of inventory subject to repurchase	129,307		—
Other financing activities	(18,629)		(9,933)
Net cash used in financing activities	(640,941)		(327,850)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,820)		3,340
Net (decrease) increase in cash, cash equivalents and restricted cash	(279,826)		283,044
Cash, cash equivalents and restricted cash at the beginning of the period	1,049,258		808,943
Cash, cash equivalents and restricted cash at the end of the period	$	769,432	$	1,091,987

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	769,432	$	1,071,987
Restricted cash included in "Other current assets"	—		20,000
Total cash, cash equivalents and restricted cash	$	769,432	$	1,091,987

Supplemental disclosure of cash flow information:
Capital expenditures included in liabilities	$	63,104	$	77,704

See accompanying Notes to Condensed Consolidated Financial Statements.

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QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements of Qorvo, Inc. and Subsidiaries (together, the "Company" or "Qorvo") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC. In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 30, 2024.

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is organized into three operating and reportable segments that align technologies and applications with customers and end markets: High Performance Analog ("HPA"), Connectivity and Sensors Group ("CSG") and Advanced Cellular Group ("ACG").

Certain prior period amounts have been reclassified to conform to the fiscal 2025 presentation.

The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year. Each fiscal year, the first quarter ends on the Saturday closest to June 30, the second quarter ends on the Saturday closest to September 30 and the third quarter ends on the Saturday closest to December 31. Fiscal years 2025 and 2024 are 52-week years.

2. RECENT ACCOUNTING PRONOUNCEMENTS AND OTHER DEVELOPMENTS

In August 2022, the Creating Helpful Incentives to Produce Semiconductors and Science Act (the "CHIPS Act") was signed into law. The CHIPS Act provides for a 25% refundable tax credit on certain investments in domestic semiconductor manufacturing. The tax credit is provided for qualifying property and equipment which is placed in service after December 31, 2022, and for which construction begins before January 1, 2027. The CHIPS Act also provides for certain other financial incentives to further investments in domestic semiconductor manufacturing. During the three and nine months ended December 28, 2024, the Company recognized an anticipated tax credit within other non-current assets related to qualifying expenditures placed in service since December 31, 2022 (which will be amortized over the useful lives of the qualifying assets), with a corresponding reduction to the carrying amount of the qualifying property and equipment.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires enhanced disclosures related to significant segment expenses. The Company will adopt ASU 2023-07 for its fiscal 2025 annual report and for interim periods beginning in fiscal 2026 on a retrospective basis. The Company is currently evaluating the effect this new standard will have on its disclosures.

3. INVENTORIES

The components of inventories, net of reserves, are as follows (in thousands):


	December 28, 2024 (1)		March 30, 2024
Raw materials	$	202,661	$	201,748
Work in process	311,046		347,175
Finished goods	142,509		161,632
Total inventories	$	656,216	$	710,555

(1) Excludes $35.3 million of inventories, net of reserves, which has been reclassified to "Assets of disposal group held for sale." Refer to Note 5 for additional information.

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QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

4. BUSINESS DIVESTITURE

On December 16, 2023, the Company entered into a definitive agreement (the "Purchase Agreement") with Luxshare Precision Industry Co., Ltd. ("Luxshare") to divest its assembly and test operations in Beijing and Dezhou, China (the "China Disposal Group") for preliminary cash proceeds of approximately $240.0 million (for the cash on hand of the disposed business, the assets and liabilities of the China Disposal Group and inventory). In the fourth quarter of fiscal 2024, regulatory approvals were received, and the China Disposal Group met the criteria to be classified as held for sale in accordance with Accounting Standards Codification ("ASC") 360, "Property, Plant and Equipment" ("ASC 360"). In accordance with ASC 805, "Business Combinations," the China Disposal Group constituted a business, and therefore, the Company allocated $22.0 million of goodwill from three of its reporting units to assets held for sale based on a relative fair value basis. These reporting units were evaluated for impairment subsequent to the allocation of goodwill to the China Disposal Group and it was determined that the fair value of all reporting units was in excess of their carrying amounts. Additionally, in accordance with ASC 360, the China Disposal Group was measured at the lower of carrying value or fair value less costs to sell. As the carrying value of the China Disposal Group exceeded the fair value less costs to sell, a loss of $35.3 million was recognized for the fiscal year ended March 30, 2024, which was recorded in "Other operating expense" in the Consolidated Statement of Operations. The divestiture of the China Disposal Group did not meet the criteria to be reported as discontinued operations per ASC 205-20, "Presentation of Financial Statements: Discontinued Operations" ("ASC 205-20").

The Company completed the sale of its assembly and test operations in China on May 2, 2024 for a purchase price of approximately $232.0 million, resulting in an incremental loss of $8.0 million (which included an additional goodwill write-off of $1.0 million) recorded in "Other operating expense" in the Condensed Consolidated Statement of Operations for the three months ended June 29, 2024. The consideration received was for the cash on hand of the disposed business of $29.0 million, the assets and liabilities of the China Disposal Group of $76.0 million and inventory of $127.0 million. The inventory amount relates to inventory that the Company sold to Luxshare and is obligated to repurchase at a future date subsequent to the performance of assembly and test services by Luxshare pursuant to a supply agreement. The purchase price, which was subject to certain post-closing adjustments, increased to $234.0 million in the three months ended September 28, 2024, as a result of a $2.0 million increase in the value of inventory. Under the ongoing supply agreement, legal title to the inventory sold by the Company resides with Luxshare. In accordance with ASC 606 "Revenue from Contracts with Customers," the Company will continue to recognize the inventory on its balance sheet and record a financial liability (which is included in "Other current liabilities") equal to the cash received by the Company attributable to the inventory subject to repurchase.

The cash received from the sale of the assets and liabilities of the China Disposal Group of $76.0 million is included in cash flows from investing activities in the Condensed Consolidated Statement of Cash Flows for the nine months ended December 28, 2024, net of a $20.0 million deposit received in fiscal 2024 upon execution of the Purchase Agreement (which was included in “Other investing activities” in the fiscal 2024 Consolidated Statement of Cash Flows). The net proceeds from the sale of inventory subject to repurchase by the Company is included in cash flows from financing activities in the Condensed Consolidated Statement of Cash Flows for the nine months ended December 28, 2024.

5. BUSINESS HELD FOR SALE

In the second quarter of fiscal 2025, the Company determined that there was a more-likely-than-not expectation of divesting its silicon carbide ("SiC") power device business and impairment testing was triggered. The inventory and long-lived assets that were held and used by this business were reviewed for impairment in accordance with ASC 330, "Inventory" and ASC 360, respectively, resulting in inventory write-downs of $13.7 million (for inventory expected to be disposed of) and impairments of intangible assets (primarily developed technology) of $16.6 million. In addition, as the SiC power device business constituted a reporting unit, the goodwill of the reporting unit was also subject to an impairment assessment in accordance with ASC 350, "Intangibles - Goodwill and Other" and it was determined that the carrying value exceeded the fair value of this reporting unit, resulting in a goodwill impairment charge of approximately $96.5 million (representing the entire goodwill assigned to this reporting unit).

Subsequently, in December 2024, the Company entered into a definitive agreement to divest its SiC power device business (the "SiC Disposal Group") for cash proceeds of approximately $115.0 million. As of December 28, 2024, the SiC Disposal Group

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QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

met the criteria to be classified as held for sale in accordance with ASC 360. The divestiture of the SiC Disposal Group did not meet the criteria to be reported as discontinued operations per ASC 205-20.

In accordance with ASC 360, the SiC Disposal Group was measured at the lower of carrying value or fair value (based on the preliminary purchase price) less costs to sell. As the fair value less costs to sell exceeded the carrying value of the SiC Disposal Group, no loss was recognized upon classification of the SiC Disposal Group as held for sale.

The carrying values of the major classes of assets and liabilities classified as held for sale as of December 28, 2024 are as follows (in thousands):


Intangible assets, net	$	74,034
Inventories	35,317
Other assets	7,084
Total assets of disposal group held for sale	$	116,435


Accounts payable and accrued liabilities	$	14,008
Deferred tax liabilities	13,407
Other liabilities	1,660
Total liabilities of disposal group held for sale	$	29,075

On January 14, 2025, the Company completed the sale of its SiC power device business, and based on the purchase price, the Company expects to record a gain on the sale in the fourth quarter of fiscal 2025.

Refer to Note 6 for additional information regarding the impairment of goodwill and intangible assets in the second quarter of fiscal 2025 and refer to Note 12 for information regarding additional charges associated with the divestiture of the SiC power device business.

6. GOODWILL AND INTANGIBLE ASSETS

In the second quarter of fiscal 2025, the Company determined that there was a more-likely-than-not expectation of divesting its SiC power device business, and impairment testing was triggered. The impairment testing resulted in impairments of goodwill and intangible assets (primarily developed technology) of approximately $96.5 million and $16.6 million, respectively. The estimated fair values of the intangible assets and the reporting unit were determined using a market approach, and the significant inputs related to valuing these assets are classified as Level 3 in the fair value hierarchy. In December 2024, the Company entered into a definitive agreement to divest its SiC power device business and, as a result, the SiC Disposal Group met the criteria to be classified as held for sale as of December 28, 2024 in accordance with ASC 360 (refer to Note 5 for additional information).

The changes in the carrying amount of goodwill are as follows (in thousands):


	HPA		CSG		ACG		Total
Balance as of March 30, 2024 (1)	$	517,542	$	300,299	$	1,716,760	$	2,534,601
Goodwill impairment	(96,458)		—		—		(96,458)
Goodwill written off related to sale of business (2)	—		(200)		(800)		(1,000)
Anokiwave, Inc. measurement period adjustments	91		—		—		91
Balance as of December 28, 2024 (1)	$	421,175	$	300,099	$	1,715,960	$	2,437,234

(1) The Company’s goodwill balance is presented net of accumulated impairment losses totaling $999.9 million and $903.4 million as of December 28, 2024 and March 30, 2024, respectively, which were recognized in fiscal years 2009, 2013, 2014, 2022, 2023, 2024 and 2025.

(2) Refer to Note 4 for additional information.

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QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following table summarizes information regarding the gross carrying amounts and accumulated amortization of intangible assets (in thousands):


	December 28, 2024				March 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Developed technology (1)	$	690,472	$	440,322	$	903,089	$	484,347
Customer relationships (1)	80,800		59,813		100,040		67,999
Technology licenses	74,519		23,388		54,869		6,525
Trade names	700		204		1,610		939
In-process research and development	9,574		N/A		9,585		N/A
Total (2)	$	856,065	$	523,727	$	1,069,193	$	559,810

(1) The December 28, 2024 balances exclude $109.5 million of gross carrying amount and $35.5 million of accumulated amortization for Developed technology, as well as $19.2 million of both gross carrying amount and accumulated amortization for Customer relationships of the SiC Disposal Group which has been reclassified to "Assets of disposal group held for sale." Refer to Note 5 for additional information.

(2) Amounts include the impact of foreign currency translation.

At the beginning of each fiscal year, the Company removes the gross asset and accumulated amortization amounts of intangible assets that have reached the end of their useful lives and have been fully amortized. Useful lives are estimated based on the expected economic benefit to be derived from the intangible assets.

7. INVESTMENTS AND FAIR VALUE MEASUREMENTS

Invested funds under the Company's non-qualified deferred compensation plan are held in a rabbi trust and consist of mutual funds. The fair value of the mutual funds is calculated using the net asset value per share determined by quoted active market prices of the underlying investments and are considered Level 1 in the fair value hierarchy. The fair value of the mutual funds as of December 28, 2024 and March 30, 2024 was $61.7 million and $52.3 million, respectively.

8. DEBT

The following table summarizes the Company's outstanding debt (in thousands):


	December 28, 2024		March 30, 2024
1.750% senior notes due 2024	$	—	$	439,738
4.375% senior notes due 2029	850,000		850,000
3.375% senior notes due 2031	700,000		700,000
Unamortized premium, discount and issuance costs, net	(770)		(1,726)
Total debt	1,549,230		1,988,012
Less current portion of debt	—		(438,740)
Total long-term debt	$	1,549,230	$	1,549,272

Credit Agreement

On April 23, 2024, the Company 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 the previous credit agreement dated as of September 29, 2020. 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). The Company 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

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corporate purposes. The initial maturity date of the Revolving Facility is April 23, 2029, which may be extended by up to two years by exercising extension options provided in the Credit Agreement.

At the Company’s option, loans under the Credit Agreement bear interest at (i) the Applicable Rate (as defined in the Credit Agreement) plus Term SOFR (as defined in the Credit Agreement) or (ii) the Applicable Rate plus a rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A., or (c) Term SOFR plus 1.00% (the “Base Rate”). All swing line loans bear interest at a rate equal to the Applicable Rate plus the Base Rate. Term SOFR is the rate per annum equal to the forward-looking SOFR term rate for interest periods of one, three or six months, as selected by the Company, plus an adjustment of 0.10%. The Applicable Rate is determined by reference to a pricing grid based on the Consolidated Leverage Ratio (as defined in the Credit Agreement) or, at the option of the Company, the Debt Rating (as defined in the Credit Agreement). The Applicable Rate for Term SOFR loans ranges from 1.000% per annum to 1.750% per annum and the Applicable Rate for Base Rate loans ranges from 0.000% per annum to 0.750% per annum. Undrawn amounts under the Revolving Facility are subject to a commitment fee ranging from 0.125% to 0.275%. Interest for Term SOFR loans is payable at the end of each applicable interest period or at three-month intervals, if such interest period exceeds three months. Interest for Base Rate loans is payable quarterly in arrears. The Company pays a letter of credit fee equal to the Applicable Rate multiplied by the daily amount available to be drawn under any letter of credit, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Credit Agreement.

During the nine months ended December 28, 2024, there were no borrowings under the Revolving Facility.

The Credit Agreement contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and avoid an event of default. As of December 28, 2024, the Company was in compliance with these covenants.

Senior Notes due 2024

On December 14, 2021, the Company issued $500.0 million aggregate principal amount of its 1.750% senior notes due 2024 (the "2024 Notes"). In fiscal 2024, the Company repurchased $60.3 million of the principal amount of the 2024 Notes, plus accrued and unpaid interest, on the open market. In the first quarter of fiscal 2025, the Company repurchased $27.3 million of the principal amount of the 2024 Notes, plus accrued and unpaid interest, on the open market, and the Company recognized a net gain on debt extinguishment of $0.6 million, which is included in "Other income, net" in the Condensed Consolidated Statement of Operations. The Company repaid the remaining principal balance of $412.5 million of the 2024 Notes, plus accrued and unpaid interest, with cash on hand upon maturity in December 2024.

The Company paid interest of $7.2 million and $8.6 million on the 2024 Notes during the nine months ended December 28, 2024 and December 30, 2023, respectively.

Senior Notes due 2029

On September 30, 2019, the Company issued $350.0 million aggregate principal amount of its 4.375% senior notes due 2029 (the "Initial 2029 Notes"). On December 20, 2019, and June 11, 2020, the Company issued an additional $200.0 million and $300.0 million, respectively, aggregate principal amount of such notes (together, the "Additional 2029 Notes" and collectively with the Initial 2029 Notes, the "2029 Notes"). The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors").

The Initial 2029 Notes were issued pursuant to an indenture, dated as of September 30, 2019, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee, and the Additional 2029 Notes were issued pursuant to supplemental indentures, dated as of December 20, 2019, and June 11, 2020 (such indenture and supplemental indentures, collectively, the "2019 Indenture"). The 2019 Indenture contains customary events of default, including payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The 2019 Indenture also contains customary negative covenants.

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Interest is payable on the 2029 Notes on April 15 and October 15 of each year. The Company paid interest of $37.2 million on the 2029 Notes during both the nine months ended December 28, 2024 and December 30, 2023.

Senior Notes due 2031

On September 29, 2020, the Company issued $700.0 million aggregate principal amount of its 3.375% senior notes due 2031 (the "2031 Notes"). The 2031 Notes will mature on April 1, 2031, unless earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors.

The 2031 Notes were issued pursuant to an indenture, dated as of September 29, 2020, by and among the Company, the Guarantors and MUFG Union Bank, N.A., as trustee (the "2020 Indenture"). The 2020 Indenture contains substantially the same customary events of default and negative covenants as the 2019 Indenture.

Interest is payable on the 2031 Notes on April 1 and October 1 of each year. The Company paid interest of $23.6 million and $11.8 million on the 2031 Notes during the nine months ended December 28, 2024 and December 30, 2023, respectively.

Fair Value of Debt

The Company's debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair value of the 2029 Notes and the 2031 Notes as of December 28, 2024 was $795.2 million and $598.7 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The estimated fair value of the 2024 Notes, the 2029 Notes and the 2031 Notes as of March 30, 2024 was $426.9 million, $797.6 million and $603.8 million, respectively (compared to the outstanding principal amount of $439.7 million, $850.0 million and $700.0 million, respectively). The Company considers its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar instruments. The 2029 Notes and the 2031 Notes currently trade over-the-counter, and the fair values were estimated based upon the value of the last trade at the end of the period.

Interest Expense

During the three and nine months ended December 28, 2024, the Company recognized $19.4 million and $61.4 million of interest expense, respectively, primarily related to the 2024 Notes, the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.8 million and $3.1 million, respectively. Interest expense for the three and nine months ended December 28, 2024 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement. During the three and nine months ended December 30, 2023, the Company recognized $18.2 million and $54.2 million of interest expense, respectively, primarily related to the 2024 Notes, the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.6 million and $2.3 million, respectively.

9. STOCK REPURCHASES

On November 2, 2022, the Company announced that its Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of the Company's 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 the Company repurchases its 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 the Company 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.

During the three and nine months ended December 28, 2024, the Company repurchased approximately 1.4 million and 3.3 million shares of its common stock, respectively, for approximately $100.8 million and $308.3 million, respectively (including transaction costs and excise tax). As of December 28, 2024, approximately $998.6 million remains authorized for repurchases under the current share repurchase program.

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During the three and nine months ended December 30, 2023, the Company repurchased approximately 1.1 million and 3.1 million shares of its common stock, respectively, for approximately $100.8 million and $302.0 million, respectively (including transaction costs and excise tax) under its share repurchase program.

10. COMMITMENTS AND CONTINGENT LIABILITIES

Legal Matters

The Company is involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates developments in its legal matters that could affect the amount of the previously accrued liability and records adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position or results of operations. The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material.

11. REVENUE

Revenue by geographic region (based on the location of the customers' headquarters) is summarized as follows (in thousands):


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
United States	$	602,675	$	652,477	$	1,706,741	$	1,667,048
China	139,548		201,172		487,745		541,878
Other Asia	79,760		144,584		324,981		355,313
Taiwan	69,386		60,775		264,238		192,793
Europe	24,948		14,853		65,792		71,486
Total revenue	$	916,317	$	1,073,861	$	2,849,497	$	2,828,518

The Company also disaggregates revenue by operating segments (refer to Note 13).

12. RESTRUCTURING

2025 Restructuring Initiatives

In fiscal 2025, the Company initiated actions to reduce operating expenses, streamline its manufacturing footprint and focus on opportunities that align with its long-term profitability objectives (the "2025 Restructuring Initiatives"). As part of these actions, the Company determined in the second quarter of fiscal 2025 that there was a more-likely-than-not expectation of divesting its SiC power device business and impairment testing was triggered, which resulted in inventory write-downs of $13.7 million (for inventory expected to be disposed of), impairment of intangible assets of $16.6 million and a goodwill impairment charge of approximately $96.5 million. Subsequently, in December 2024, the Company entered into a definitive agreement to divest its SiC power device business and on January 14, 2025, the sale was completed. In addition, the Company took actions in the third quarter of fiscal 2025 to optimize its manufacturing footprint and reduce operating expenses, which included workforce reductions primarily targeting the Company's mass-market Android business and the cancellation of certain multiyear projects to update the Company's core business systems. In accordance with ASC 420, "Exit or Disposal Cost Obligations," the Company recorded $6.4 million related to the termination of a contract before the end of its term and recorded $27.7 million for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the Company. The Company also recorded asset impairments of $15.8 million related to the write-off of capitalized software costs

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in accordance with ASC 360. Refer to Note 6 for additional information regarding the impairment of goodwill and intangible assets.

The Company will continue to evaluate its manufacturing footprint, cost structure and strategic opportunities but does not expect to incur additional material charges related to the 2025 Restructuring Initiatives.

The following table summarizes the fiscal 2025 charges resulting from the 2025 Restructuring Initiatives (in thousands):


	Three Months Ended December 28, 2024
	Cost of Goods Sold		Goodwill Impairment		Other Operating Expense		Total
Contract termination and other costs	$	6,231	$	—	$	38,005	$	44,236
Asset impairment costs	699		—		15,819		16,518
One-time employee termination benefits	—		—		6,639		6,639
Total	$	6,930	$	—	$	60,463	$	67,393

	Nine Months Ended December 28, 2024
	Cost of Goods Sold		Goodwill Impairment		Other Operating Expense		Total
Contract termination and other costs	$	6,231	$	—	$	41,053	$	47,284
Asset impairment costs	14,359		96,458		32,585		143,402
One-time employee termination benefits	—		—		6,639		6,639
Total	$	20,590	$	96,458	$	80,277	$	197,325

The following table summarizes the liability activity related to the 2025 Restructuring Initiatives for the nine months ended December 28, 2024 (in thousands):


	One-Time Employee Termination Benefits		Contract Termination and Other Costs		Total
Accrued restructuring balance as of March 30, 2024	$	—	$	—	$	—
Costs incurred and charged to expense	6,639		41,053		47,692
Cash payments	(302)		(9,413)		(9,715)
Accrued restructuring balance as of December 28, 2024	$	6,337	$	31,640	$	37,977

2024 Restructuring Initiative

In the third quarter of fiscal 2024 the Company entered into a definitive agreement with Luxshare to divest its assembly and test operations in Beijing and Dezhou, China. The sale of these operations (the "2024 Restructuring Initiative") was completed in the first quarter of fiscal 2025 (refer to Note 4 for additional information).

The following table summarizes the fiscal 2025 charges resulting from the 2024 Restructuring Initiative (in thousands):


	Three Months Ended December 28, 2024						Nine Months Ended December 28, 2024
	Cost of Goods Sold		Other Operating Expense		Total		Cost of Goods Sold		Other Operating Expense		Total
Contract termination and other costs	$	—	$	181	$	181	$	—	$	4,176	$	4,176
Asset impairment costs (1)	—		—		—		1,754		5,718		7,472
One-time employee termination benefits	—		386		386		—		6,098		6,098
Total	$	—	$	567	$	567	$	1,754	$	15,992	$	17,746

(1) Refer to Note 4 for additional information.

The Company incurred immaterial legal and professional fees, recorded to "Other operating expense," in the third quarter of

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fiscal 2024 as a result of the 2024 Restructuring Initiative.

As of December 28, 2024, the Company has recorded cumulative expenses of approximately $11.4 million, $44.4 million and $15.0 million for contract termination and other costs, asset impairment costs, and one-time employee termination benefits, respectively, as a result of the 2024 Restructuring Initiative. The Company does not expect to incur additional material charges related to the 2024 Restructuring Initiative.

The following table summarizes the liability activity related to the 2024 Restructuring Initiative for the nine months ended December 28, 2024 (in thousands):


	One-Time Employee Termination Benefits		Contract Termination and Other Costs		Total
Accrued restructuring balance as of March 30, 2024	$	7,432	$	4,080	$	11,512
Costs incurred and charged to expense	6,098		4,176		10,274
Cash payments	(12,512)		(8,075)		(20,587)
Accrued restructuring balance as of December 28, 2024	$	1,018	$	181	$	1,199

2023 Restructuring Initiatives

During fiscal 2023, the Company initiated actions to improve efficiencies in its operations and further align the organization with its strategic objectives, which primarily included seeking strategic alternatives related to its biotechnology business (the "2023 Restructuring Initiatives"). The Company completed the sale of its biotechnology business in the third quarter of fiscal 2024.

The Company incurred immaterial costs, recorded to "Other operating expense," in fiscal 2025 as a result of the 2023 Restructuring Initiatives.

The following table summarizes the fiscal 2024 charges resulting from the 2023 Restructuring Initiatives (in thousands):


	Three Months Ended December 30, 2023						Nine Months Ended December 30, 2023
	Cost of Goods Sold		Other Operating Expense		Total		Cost of Goods Sold		Other Operating Expense		Total
Contract termination and other costs (1)	$	(250)	$	773	$	523	$	19,028	$	3,530	$	22,558
Asset impairment costs	—		2,341		2,341		2,159		6,627		8,786
One-time employee termination benefits	—		7		7		—		2,681		2,681
Total	$	(250)	$	3,121	$	2,871	$	21,187	$	12,838	$	34,025

(1) Includes reversal due to adjustment of previously accrued restructuring charges.

As of December 28, 2024, the Company has recorded cumulative expenses of approximately $46.3 million, $99.9 million, $12.4 million and $5.9 million for contract termination and other costs, asset impairment costs, goodwill impairment charges, and one-time employee termination benefits, respectively, as a result of the 2023 Restructuring Initiatives. The Company does not expect to incur additional material charges related to the 2023 Restructuring Initiatives.

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The following table summarizes the liability activity related to the 2023 Restructuring Initiatives for the nine months ended December 28, 2024 (in thousands):


	One-Time Employee Termination Benefits		Contract Termination and Other Costs		Total
Accrued restructuring balance as of March 30, 2024	$	347	$	9,308	$	9,655
Costs incurred and charged to expense	321		278		599
Cash payments	(668)		(9,494)		(10,162)
Accrued restructuring balance as of December 28, 2024	$	—	$	92	$	92

In fiscal 2025, the Company incurred immaterial legal fees and other costs, recorded to "Other operating expense" in connection with other miscellaneous restructuring initiatives.

13. OPERATING SEGMENT INFORMATION

The Company's three operating and reportable segments, HPA, CSG, and ACG, are based on the organizational structure and information reviewed by the Company's Chief Executive Officer, who is also the Company's chief operating decision maker ("CODM"). The CODM allocates resources and evaluates the performance of each of the three operating segments primarily based on operating income. The Company’s manufacturing facilities service and provide benefit to all three operating segments, and the operating costs of the facilities are reflected in the cost of goods sold for each operating segment. The Company’s operating segments do not record intercompany revenue. The Company does not allocate gains and losses from investments, interest expense, other income (expense), or taxes to operating segments. The CODM does not evaluate operating segments using discrete asset information.

HPA is a leading global supplier of radio frequency ("RF"), analog mixed signal and power management solutions. HPA leverages a diverse portfolio of differentiated process technologies and products to serve customers in automotive, consumer, defense and aerospace, infrastructure, industrial and enterprise, and mobile markets.

CSG is a leading global supplier of connectivity and sensor solutions. CSG leverages broad expertise spanning ultra-wideband, Matter®, Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi®, cellular Internet of Things, and microelectromechanical force sensing touch sensors to serve customers in automotive, consumer, industrial and enterprise, and mobile markets.

ACG is a leading global supplier of advanced cellular RF solutions for smartphones and consumer devices including tablets and wearables. ACG leverages world-class technology and systems-level expertise to deliver a broad portfolio of high-performance discrete and highly integrated cellular products.

The "All other" category includes operating expenses such as stock-based compensation expense, amortization of acquired intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, costs associated with upgrading certain of the Company's core business systems and other miscellaneous corporate overhead expenses that the Company does not allocate to its operating segments, because these expenses are not included in the segment operating performance measures evaluated by the Company’s CODM. Except as discussed above regarding the "All other" category, the Company’s accounting policies for segment reporting are the same as for the Company as a whole.

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The following tables present details of the Company’s operating and reportable segments and a reconciliation of the "All other" category (in thousands):


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Revenue:
HPA	$	171,678	$	118,890	$	449,397	$	408,386
CSG	109,567		108,898		371,242		311,783
ACG	635,072		846,073		2,028,858		2,108,349
Total revenue	$	916,317	$	1,073,861	$	2,849,497	$	2,828,518
Operating income (loss):
HPA	$	32,580	$	1,578	$	50,527	$	50,988
CSG	(11,736)		(25,590)		(40,211)		(73,476)
ACG	161,228		263,792		492,734		593,595
All other	(129,047)		(281,349)		(435,744)		(509,384)
Operating income (loss)	53,025		(41,569)		67,306		61,723
Interest expense	(18,655)		(17,581)		(58,343)		(51,963)
Other income, net	14,526		15,359		41,713		34,286
Income (loss) before income taxes	$	48,896	$	(43,791)	$	50,676	$	44,046


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Reconciliation of "All other" category:
Stock-based compensation expense	$	(28,384)	$	(21,755)	$	(108,931)	$	(99,253)
Amortization of intangible assets	(26,085)		(29,787)		(86,041)		(90,622)
Restructuring-related charges (1)	(68,072)		(6,075)		(122,042)		(37,229)
Acquisition and integration-related costs	(1,382)		(2,529)		(5,175)		(4,576)
Goodwill impairment (2)	—		(173,414)		(96,458)		(221,414)
Net adjustments related to a terminated capacity reservation agreement	1,253		(51,864)		4,724		(51,864)
Other	(6,377)		4,075		(21,821)		(4,426)
Loss from operations for "All other"	$	(129,047)	$	(281,349)	$	(435,744)	$	(509,384)

(1) Refer to Note 12 for additional information.

(2) Refer to Note 6 for additional information.

14. INCOME TAXES

The Company’s income tax expense was $7.6 million and $26.4 million for the three and nine months ended December 28, 2024, respectively, and $83.1 million and $117.1 million for the three and nine months ended December 30, 2023, respectively. The Company’s effective tax rate was 15.6% and 52.1% for the three and nine months ended December 28, 2024, respectively, and (189.9)% and 265.9% for the three and nine months ended December 30, 2023, respectively.

The Company's effective tax rate for the three and nine months ended December 28, 2024 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, Global Intangible Low-Taxed Income ("GILTI"), domestic tax credits generated, discrete pretax items and discrete tax items. After consideration of pretax items taxed discretely in the period, the Company recognized tax expense associated with its ongoing operations and the period-to-date income, which was partially offset by discrete tax benefits of $11.4 million and $11.2 million for the three and nine months ended December 28, 2024, respectively. The discrete tax benefit for the three and nine months ended December 28, 2024 primarily related to the tax

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impacts of the 2025 Restructuring Initiatives (refer to Note 12 for additional information). For the nine months ended December 28, 2024, this tax benefit was partially offset by the tax effects of the sale of the Company's assembly and test operations in China (refer to Note 4 for additional information).

The Company's effective tax rate for the three and nine months ended December 30, 2023 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, GILTI, domestic tax credits generated, discrete charges and tax items recorded during the periods including effects of non-deductible goodwill impairment charges within the CSG segment. A discrete tax expense of $40.2 million and $45.7 million was recorded during the three and nine months ended December 30, 2023, respectively. The discrete tax expense for the three months ended December 30, 2023 primarily related to the tax impacts of the Company's reversal of its permanent reinvestment assertion, sale of its non-core biotechnology business, termination of a long-term capacity reservation agreement, and the correlative effects on GILTI. The discrete tax expense for the three and nine months ended December 30, 2023 was also impacted by foreign currency gains recognized for tax purposes.

15. NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Three Months Ended				Nine Months Ended
	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Numerator:
Numerator for basic and diluted net income (loss) per share — net income (loss) available to common stockholders	$	41,271	$	(126,938)	$	24,250	$	(73,057)
Denominator:
Denominator for basic net income (loss) per share — weighted-average shares	94,341		97,152		94,942		97,905
Effect of dilutive securities:
Stock-based awards	690		—		866		—
Denominator for diluted net income (loss) per share — adjusted weighted-average shares and assumed conversions	95,031		97,152		95,808		97,905
Basic net income (loss) per share	$	0.44	$	(1.31)	$	0.26	$	(0.75)
Diluted net income (loss) per share	$	0.43	$	(1.31)	$	0.25	$	(0.75)

In the computation of diluted net income per share for the three and nine months ended December 28, 2024, approximately 2.0 million and 0.8 million shares, respectively, of outstanding stock-based awards were excluded because the effect of their inclusion would have been anti-dilutive. In the computation of net loss per share for the three and nine months ended December 30, 2023, approximately 2.2 million and 1.6 million shares, respectively, of outstanding stock-based awards were excluded because the effect of their inclusion would have been anti-dilutive.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "forecast," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations as of the date the statement is first made, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results on a quarterly and annual basis; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, due to timing of customers' forecasts; our inability to effectively manage or maintain relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions, divestitures and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; enactment of international or domestic tax legislation, or changes in regulatory guidance; changes in the favorable tax status of certain of our subsidiaries; risks associated with social, environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches, failed system upgrades or regular maintenance and other similar disruptions to our IT systems; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, and Qorvo's subsequent reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

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OVERVIEW

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition of Qorvo, Inc. and Subsidiaries (together, the "Company" or "Qorvo"). MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and accompanying Notes to Condensed Consolidated Financial Statements.

Qorvo® is a global leader in the development and commercialization of technologies and products for wireless, wired and power markets.

We design, develop, manufacture and market our products to U.S. and international original equipment manufacturers and original design manufacturers in three reportable operating segments: High Performance Analog ("HPA"), Connectivity and Sensors Group ("CSG") and Advanced Cellular Group ("ACG"). Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our reportable operating segments as of December 28, 2024.

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THIRD QUARTER FISCAL 2025 OVERVIEW

•Revenue for the third quarter of fiscal 2025 decreased 14.7% as compared to the third quarter of fiscal 2024, driven by a mix shift among smartphone customers to lower RF content 5G smartphones and a higher percentage of mass market Android smartphones, which contain less RF content. Revenue increased in defense and aerospace, as well as in infrastructure, driven by the timing of defense programs and infrastructure deployment cycles as compared to the prior year.

•Gross margin increased to 42.7% for the third quarter of fiscal 2025 as compared to 36.1% for the third quarter of fiscal 2024. Charges related to a long-term capacity reservation agreement negatively impacted gross margin by 4.8% in the third quarter of fiscal 2024. In the third quarter of fiscal 2025, favorable business mix increased gross margin compared to the prior year.

•Operating income was $53.0 million for the third quarter of fiscal 2025 as compared to operating loss of $41.6 million for the third quarter of fiscal 2024.

•Net income per diluted share was $0.43 for the third quarter of fiscal 2025 as compared to net loss per share of $1.31 for the third quarter of fiscal 2024.

•Net cash provided by operating activities was $214.1 million for the third quarter of fiscal 2025 as compared to $492.9 million for the third quarter of fiscal 2024.

•Capital expenditures were $37.8 million for the third quarter of fiscal 2025 as compared to $26.4 million for the third quarter of fiscal 2024.

•We repaid the remaining principal balance of $412.5 million on our 1.750% senior notes due 2024 (the "2024 Notes") with cash on hand at maturity.

•We recorded $68.1 million in restructuring-related charges, primarily in connection with initiatives to optimize our manufacturing footprint and reduce operating expenses, which included charges for workforce reductions, asset impairments and contract cancellations, resulting from restructuring our Android business and canceling certain multiyear projects to update our core business systems.

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RESULTS OF OPERATIONS

Consolidated

The following tables present a summary of our results of operations (in thousands, except percentages):


	Three Months Ended
	December 28, 2024		% of Revenue		December 30, 2023		% of Revenue		Increase (Decrease)		Percentage Change
Revenue	$	916,317	100.0	%	$	1,073,861	100.0	%	$	(157,544)	(14.7)	%
Cost of goods sold	524,901		57.3		685,983		63.9		(161,082)		(23.5)
Gross profit	391,416		42.7		387,878		36.1		3,538		0.9
Research and development	179,126		19.5		164,329		15.3		14,797		9.0
Selling, general and administrative	90,360		9.9		86,914		8.1		3,446		4.0
Other operating expense (1)	68,905		7.5		178,204		16.6		(109,299)		(61.3)
Operating income (loss)	$	53,025	5.8	%	$	(41,569)	(3.9)	%	$	94,594	227.6	%


	Nine Months Ended
	December 28, 2024		% of Revenue		December 30, 2023		% of Revenue		Increase (Decrease)		Percentage Change
Revenue	$	2,849,497	100.0	%	$	2,828,518	100.0	%	$	20,979	0.7	%
Cost of goods sold	1,680,471		59.0		1,721,880		60.9		(41,409)		(2.4)
Gross profit	1,169,026		41.0		1,106,638		39.1		62,388		5.6
Research and development	567,778		19.9		502,366		17.7		65,412		13.0
Selling, general and administrative	313,043		11.0		296,033		10.5		17,010		5.7
Other operating expense (1)	220,899		7.7		246,516		8.7		(25,617)		(10.4)
Operating income	$	67,306	2.4	%	$	61,723	2.2	%	$	5,583	9.0	%

(1) Other operating expense includes goodwill impairment charges.

Three months ended December 28, 2024 compared to the three months ended December 30, 2023

The decrease in consolidated revenue resulted from a decrease in revenue of $211.0 million in ACG and increases in revenue of $52.8 million and $0.7 million in HPA and CSG, respectively, which are further discussed in our Operating Segments results below.

Charges related to a long-term capacity reservation agreement, which included a contract termination fee, negatively impacted gross margin by 4.8% in the three months ended December 30, 2023. In the three months ended December 28, 2024, favorable business mix increased gross margin compared to the prior year.

Research and development expenses increased driven by a $14.9 million increase in employee-related costs (including salaries and benefits, and stock-based compensation expense).

Selling, general and administrative expenses increased driven by a $6.3 million increase in employee-related costs (including salaries and benefits, and stock-based compensation expense), offset by a decrease in professional fees of $5.0 million.

In the three months ended December 28, 2024, "Other operating expense" includes restructuring-related charges of $61.1 million, primarily related to the cancellation of certain multiyear projects to upgrade our core business systems. In the three months ended December 30, 2023, "Other operating expense" includes a goodwill impairment charge of $173.4 million and restructuring-related charges of $6.3 million. Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information on restructuring-related charges.

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Nine months ended December 28, 2024 compared to the nine months ended December 30, 2023

The increase in consolidated revenue resulted from increases in revenue of $59.5 million and $41.0 million in CSG and HPA, respectively, offset by a decrease in revenue of $79.5 million in ACG, which are further discussed in our Operating Segments results below.

Charges related to a long-term capacity reservation agreement, which included a contract termination fee, negatively impacted gross margin by 1.8% in the nine months ended December 30, 2023. In the nine months ended December 28, 2024, improved factory utilization increased gross margin, while average selling-price erosion negatively impacted gross margin.

Research and development expense increased driven by a $44.3 million increase in employee-related costs (including salaries and benefits, stock-based compensation expense and incentive-based cash compensation) and a $25.1 million increase in product development costs related to developing new process technologies and new product categories.

Selling, general and administrative expense increased driven by a $13.8 million increase in employee-related costs (including salaries and benefits, stock-based compensation expense and incentive-based cash compensation).

In the nine months ended December 28, 2024, "Other operating expense" includes a goodwill impairment charge of $96.5 million, other restructuring-related charges of $99.7 million and $14.8 million of expenses associated with multiyear projects to upgrade our core business systems, prior to cancellation of certain projects in the three months ended December 28, 2024. In the nine months ended December 30, 2023, "Other operating expense" includes goodwill impairment charges of $221.4 million, $16.0 million of restructuring-related charges and $8.4 million of expenses associated with certain multiyear projects to upgrade our core business systems. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the goodwill impairment charge and Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information on restructuring-related charges.

Operating Segments

High Performance Analog


	Three Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	171,678		$	118,890		$	52,788	44.4	%
Operating income	32,580			1,578			31,002		1,964.6
Operating income as a % of revenue	19.0		%	1.3		%


	Nine Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	449,397		$	408,386		$	41,011	10.0	%
Operating income	50,527			50,988			(461)		(0.9)
Operating income as a % of revenue	11.2		%	12.5		%

Three months ended December 28, 2024 compared to the three months ended December 30, 2023

The $52.8 million increase in HPA revenue was attributable to a $40.4 million increase in revenue from infrastructure, and defense and aerospace. The revenue increase in infrastructure was driven by the timing of infrastructure deployment cycles, while the revenue increase in defense and aerospace was driven by the timing of defense programs and incremental revenue resulting from the acquisition of Anokiwave, Inc. ("Anokiwave") in the fourth quarter of fiscal 2024.

The increase in HPA operating income was due to the impact of higher revenue and improved factory utilization, partially offset by an increase in operating expenses of $7.4 million, resulting from the acquisition of Anokiwave and higher salaries and benefits.

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HPA results for the three months ended December 28, 2024 include $8.6 million in revenue and an operating loss of $5.1 million from the silicon carbide ("SiC") power device business, which was subsequently sold in January 2025.

Nine months ended December 28, 2024 compared to the nine months ended December 30, 2023

The $41.0 million increase in HPA revenue was attributable to a $38.0 million increase in revenue from power management, infrastructure, and defense and aerospace. The revenue increase in power management, which includes our SiC-based products and products supporting solid-state drives and power tools, was driven by improved channel inventory levels compared to the prior year. The revenue increase in infrastructure was driven by the timing of infrastructure deployment cycles, while the revenue increase in defense and aerospace was impacted by the acquisition of Anokiwave.

The decrease in HPA operating income was due to an increase in operating expenses, offset by the impact of higher revenue and improved factory utilization. Operating expenses increased $27.9 million, resulting from the acquisition of Anokiwave and higher employee-related costs (including salaries and benefits, as well as incentive-based cash compensation).

HPA results for the nine months ended December 28, 2024 include $25.7 million in revenue and an operating loss of $14.6 million from the SiC power device business, which was subsequently sold in January 2025.

Connectivity and Sensors Group


	Three Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	109,567		$	108,898		$	669	0.6	%
Operating loss	(11,736)			(25,590)			13,854		54.1
Operating loss as a % of revenue	(10.7)		%	(23.5)		%


	Nine Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	371,242		$	311,783		$	59,459	19.1	%
Operating loss	(40,211)			(73,476)			33,265		45.3
Operating loss as a % of revenue	(10.8)		%	(23.6)		%

Three months ended December 28, 2024 compared to the three months ended December 30, 2023

The $0.7 million increase in CSG revenue was attributable to a $9.0 million increase in revenue for our ultra-wideband solutions, automotive connectivity and sensing products, reflecting new product releases and improved channel inventory levels compared to the prior year. These increases were offset by an $8.3 million decrease in revenue for our Wi-Fi components due to timing of customer product releases.

The decrease in CSG operating loss was due to favorable product mix and improved factory utilization.

Nine months ended December 28, 2024 compared to the nine months ended December 30, 2023

The $59.5 million increase in CSG revenue was attributable to a $66.6 million increase in revenue for our Wi-Fi components, ultra-wideband solutions, automotive connectivity and sensing products, reflecting new product releases and improved channel inventory levels compared to the prior year. These revenue increases were partially offset by a $7.1 million decrease in revenue from our biotechnology business, which was sold in fiscal 2024.

The decrease in CSG operating loss was due to the impact of higher revenue, favorable product mix and improved factory utilization, partially offset by an increase in operating expenses of $5.4 million. The increase in operating expenses was driven by research and development expenses, including salaries and benefits, as well as incentive-based cash compensation, related to developing new process technologies and new product categories. In addition, our biotechnology business, which was sold in fiscal 2024, generated an operating loss of $8.8 million for the nine months ended December 30, 2023.

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Advanced Cellular Group


	Three Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	635,072		$	846,073		$	(211,001)	(24.9)	%
Operating income	161,228			263,792			(102,564)		(38.9)
Operating income as a % of revenue	25.4		%	31.2		%


	Nine Months Ended
(In thousands, except percentages)	December 28, 2024			December 30, 2023			Dollar Change		Percentage Change
Revenue	$	2,028,858		$	2,108,349		$	(79,491)	(3.8)	%
Operating income	492,734			593,595			(100,861)		(17.0)
Operating income as a % of revenue	24.3		%	28.2		%

Three months ended December 28, 2024 compared to the three months ended December 30, 2023

The $211.0 million decrease in ACG revenue was driven by a mix shift among smartphone customers to lower RF content 5G smartphones. We are strategically focusing on opportunities in the flagship and premium tiers within the Android ecosystem and reducing our exposure in mass-market Android smartphones.

The decrease in ACG operating income was driven by lower revenue and an increase in operating expenses of $7.0 million. The increase in operating expenses was driven by research and development expenses, including salaries and benefits, related to developing new process technologies and new product categories.

Nine months ended December 28, 2024 compared to the nine months ended December 30, 2023

The $79.5 million decrease in ACG revenue was driven by a mix shift beginning in the second quarter of fiscal 2025 among smartphone customers to lower RF content 5G smartphones. We are strategically focusing on opportunities in the flagship and premium tiers within the Android ecosystem and reducing our exposure in mass-market Android smartphones.

The decrease in ACG operating income was driven by an increase in operating expenses of $40.5 million, lower revenue and average selling-price erosion in Android mass market 5G smartphones. The increase in operating expenses was driven by research and development expenses, including salaries and benefits, as well as incentive-based cash compensation, related to developing new process technologies and new product categories.

Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements for a reconciliation of reportable segment operating income (loss) to the consolidated operating income (loss) for the three and nine months ended December 28, 2024 and December 30, 2023.

INTEREST, OTHER INCOME AND INCOME TAXES


	Three Months Ended				Nine Months Ended
(In thousands)	December 28, 2024		December 30, 2023		December 28, 2024		December 30, 2023
Interest expense	$	(18,655)	$	(17,581)	$	(58,343)	$	(51,963)
Other income, net	14,526		15,359		41,713		34,286
Income tax expense	(7,625)		(83,147)		(26,426)		(117,103)

Interest expense

During the three and nine months ended December 28, 2024 and December 30, 2023, we recorded interest expense primarily related to our 2024 Notes, our 4.375% senior notes due 2029 (the "2029 Notes") and our 3.375% senior notes due 2031 (the "2031 Notes"). Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information.

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Interest expense for the three and nine months ended December 28, 2024 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.

Other income, net

During the three months ended December 28, 2024, we recorded interest income of $11.7 million and net gains of $3.3 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments. During the nine months ended December 28, 2024, we recorded interest income of $37.9 million and net gains of $3.9 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.

During the three months ended December 30, 2023, we recorded interest income of $9.6 million and net gains of $3.8 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments. During the nine months ended December 30, 2023, we recorded interest income of $25.5 million and net gains of $5.9 million from our share of the profit or loss from our limited partnership investments and gains or losses from other investments.

Income tax expense

During the three and nine months ended December 28, 2024, we recorded income tax expense of $7.6 million and $26.4 million, respectively, comprised primarily of tax expense related to international operations generating pre-tax book income 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, domestic tax credits and discrete tax items. The discrete tax benefit for the three and nine months ended December 28, 2024 primarily related to the impacts of restructuring activities initiated in fiscal 2025 (refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information). For the nine months ended December 28, 2024, this tax benefit was offset by the discrete tax effects of the sale of the Company's assembly and test operations in China (refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for additional information).

During the three and nine months ended December 30, 2023, we recorded income tax expense of $83.1 million and $117.1 million, respectively, comprised primarily of tax expense related to international operations generating pre-tax book income, the impact of GILTI and discrete tax items, partially offset by tax benefits related to domestic and international operations generating pre-tax book losses and domestic tax credits recorded during the periods. The discrete tax expense for the three months ended December 30, 2023 primarily related to the tax impacts of the Company's reversal of its permanent reinvestment assertion, sale of its non-core biotechnology business, termination of a long-term capacity reservation agreement, and the correlative effects on GILTI. The discrete tax expense for the three and nine months ended December 30, 2023 was also impacted by foreign currency gains recognized for tax purposes.

A valuation allowance remained against certain domestic and foreign net deferred tax assets as it is more likely than not that the related deferred tax assets will not be realized.

LIQUIDITY AND CAPITAL RESOURCES

Cash generated by operations is our primary source of liquidity. As of December 28, 2024, we had working capital of approximately $1,289.0 million, including $769.4 million in cash and cash equivalents, compared to working capital of approximately $1,215.9 million, including $1,029.3 million in cash and cash equivalents as of March 30, 2024.

Our $769.4 million of total cash and cash equivalents as of December 28, 2024, includes approximately $667.1 million held by our foreign subsidiaries, of which $472.3 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.

We 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.

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Stock Repurchases

During the nine months ended December 28, 2024, we repurchased approximately 3.3 million shares of our common stock for approximately $308.3 million (including transaction costs and excise tax) under our share repurchase program. As of December 28, 2024, approximately $998.6 million remains authorized for repurchases under the program.

Cash Flows from Operating Activities

Net cash provided by operating activities was $423.0 million and $630.8 million for the nine months ended December 28, 2024 and December 30, 2023, respectively. The decrease in cash provided by operating activities was attributable to changes in net working capital and lower profitability when adjusted for non-cash items (which includes depreciation, intangible assets amortization, deferred income taxes, goodwill impairment, stock-based compensation expense and other non-cash items). The changes in net working capital were driven by decreases in current liabilities and reductions in inventory as compared to the prior year, partially offset by changes in accounts receivable resulting from timing of sales. Other current liabilities as of December 30, 2023 includes a contract termination fee of $65.0 million related to a long-term capacity reservation agreement.

Cash Flows from Investing Activities

Net cash used in investing activities was $59.1 million and $23.3 million for the nine months ended December 28, 2024 and December 30, 2023, respectively. During the nine months ended December 28, 2024, we received proceeds of $55.6 million from the divestiture of our assembly and test operations in China. During the nine months ended December 30, 2023, we received proceeds of $47.4 million, primarily from the sale of our manufacturing facility in Farmers Branch, Texas, and a $20.0 million deposit upon execution of an agreement to divest our assembly and test operations in China.

Cash Flows from Financing Activities

Net cash used in financing activities was $640.9 million and $327.9 million for the nine months ended December 28, 2024 and December 30, 2023, respectively. During the nine months ended December 28, 2024, we received net proceeds of $129.3 million from Luxshare Precision Industry Co., Ltd. for inventory (subject to repurchase) in connection with our supply agreement (refer to Note 4 of the Notes to Condensed 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 (refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information).

COMMITMENTS AND CONTINGENCIES

Credit Agreement On 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”). 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 the nine months ended December 28, 2024, there were no borrowings under the Revolving Facility.

The 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 December 28, 2024, we were in compliance with these covenants.

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2024 Notes On December 14, 2021, we issued $500.0 million aggregate principal amount of our 2024 Notes. The remaining principal amount of the 2024 Notes of $412.5 million was repaid with cash on hand, at maturity, in the third quarter of fiscal 2025.

2029 Notes On September 30, 2019, we issued $350.0 million aggregate principal amount of our 2029 Notes. On December 20, 2019, and June 11, 2020, we issued an additional $200.0 million and $300.0 million, respectively, aggregate principal amount of our 2029 Notes. Interest on the 2029 Notes is payable on April 15 and October 15 of each year at a rate of 4.375% per annum. The 2029 Notes will mature on October 15, 2029, unless earlier redeemed in accordance with their terms. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by certain of the Company's U.S. subsidiaries (the "Guarantors").

2031 Notes On September 29, 2020, we issued $700.0 million aggregate principal amount of our 2031 Notes. Interest on the 2031 Notes is payable on April 1 and October 1 of each year at a rate of 3.375% per annum. The 2031 Notes will mature on April 1, 2031, unless earlier redeemed in accordance with their terms. The 2031 Notes are senior unsecured obligations of the Company and are guaranteed, jointly and severally, by the Guarantors.

For additional information regarding our debt, refer to Note 8 of the Notes to Condensed Consolidated Financial Statements.

Capital Commitments As of December 28, 2024, we had capital commitments of approximately $101.6 million primarily for expanding capability to develop and support new products (which includes technology licenses of approximately $44.5 million), equipment and facility upgrades and cost savings initiatives.

Future Sources of Funding Our 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.

Legal We are involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. We accrue a liability for legal contingencies when we believe that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate developments in our legal matters that could affect the amount of the previously accrued liability and record adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position or results of operations. We believe the aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material.

Taxes We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenue and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities. While we endeavor to comply with all applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law than we do or that we will comply in all respects with applicable tax laws, which could result in additional taxes. There can be no assurance that the outcomes from tax audits will not have an adverse effect on our results of operations in the period during which the review is conducted.

SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION

In 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 the Guarantors, which are listed on Exhibit 22 to this Quarterly Report on Form 10-Q. Each Guarantor is 100% owned, directly or indirectly, by Qorvo, Inc. (the

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"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").

The 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.


Summarized Balance Sheets (In thousands)	December 28, 2024		March 30, 2024
ASSETS
Current assets (1)	$	719,891	$	803,900
Non-current assets	2,349,531		2,311,618

LIABILITIES
Current liabilities	$	241,062	$	727,138
Long-term liabilities (2)	2,421,686		2,306,883

(1) Includes net amounts due from Non-Guarantor subsidiaries of $209.3 million and $129.8 million as of December 28, 2024 and March 30, 2024, respectively.

(2) Includes net amounts due to Non-Guarantor subsidiaries of $668.6 million and $597.3 million as of December 28, 2024 and March 30, 2024, respectively.


Summarized Statement of Income	Nine Months Ended
(In thousands)	December 28, 2024
Revenue	$	870,598
Gross profit	198,920
Net income	24,250

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to our market risk exposures during the third quarter of fiscal 2025. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," contained in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 30, 2024.

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness of the Company’s disclosure controls and procedures in accordance with Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective, as of such date, to enable the Company to record, process, summarize and report in a timely manner the information that the Company is required to disclose in its Exchange Act reports, and to accumulate and communicate such information to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 28, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, careful consideration should be given to the factors discussed in Part I, Item 1A., "Risk Factors" in Qorvo's Annual Report on Form 10-K for the fiscal year ended March 30, 2024, which could materially affect our business, financial condition or future results. The risks described in Qorvo's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Period	Total number of shares purchased (in thousands)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (in thousands)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
September 29, 2024 to October 26, 2024	155	$	102.11	155	$	1,082.8
October 27, 2024 to November 23, 2024	219	72.54		219	1,066.9
November 24, 2024 to December 28, 2024	991	68.88		991	998.6
Total	1,365	$	73.25	1,365

On 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.

As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax is recognized as part of the cost basis of shares acquired in the Condensed Consolidated Statements of Stockholders' Equity and is excluded from amounts presented above.

ITEM 5. OTHER INFORMATION.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the third quarter of fiscal 2025, no director or Section 16 officer adopted or terminated a "Rule 10b5-1 trading agreement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS.


10.1			Qorvo, Inc. Amended and Restated Severance Benefits Plan and Summary Plan Description*

22			List of Subsidiary Guarantors

31.1			Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of Periodic Report by Grant A. Brown, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 28, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements

104			The cover page from our Quarterly Report on Form 10-Q for the quarter ended December 28, 2024, formatted in iXBRL

*Executive compensation plan or agreement

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-36801.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Qorvo, Inc.

Date:	January 29, 2025	/s/ Grant A. Brown
		Grant A. Brown
		Senior Vice President and Chief Financial Officer

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Date	Price Target	Rating	Analyst
4/30/2025	$95.00	Hold → Buy	The Benchmark Company
4/30/2025	$90.00 → $80.00	Hold	TD Cowen
1/27/2025	$85.00 → $110.00	Neutral → Overweight	Piper Sandler
1/21/2025	$90.00 → $106.00	Equal-Weight → Overweight	Morgan Stanley
11/12/2024	$73.00	Hold	Loop Capital
10/30/2024		Buy → Hold	The Benchmark Company
10/30/2024	$125.00 → $85.00	Hold	TD Cowen
10/30/2024		Outperform → Mkt Perform	Raymond James

SEC Form 10-Q filed by Qorvo Inc.

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