Qorvo

FY24
ANNUAL REPORT


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Í
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 2024
or
‘
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
(State or other jurisdiction of incorporation or organization)
46-5288992
(I.R.S. Employer Identification No.)
7628 Thorndike Road
Greensboro, North Carolina
(Address of principal executive offices)
27409-9421
(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
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes Í
No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ‘
No Í
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 Í
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 Í
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 Í
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Í
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ‘
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘
No Í
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $9,268,747,530
as of September 30, 2023. For purposes of such calculation, shares of common stock held by persons who held more than 10% of the
outstanding shares of common stock and shares held by directors and officers of the registrant and their immediate family members have
been excluded because such persons may be deemed to be affiliates. This determination is not necessarily conclusive.
As of May 13, 2024, there were 95,629,095 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference into Part III of this report certain portions of its proxy statement for its 2024 annual meeting of
stockholders, which is expected to be filed within 120 days after the end of the registrant’s fiscal year ended March 30, 2024.

QORVO, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 30, 2024
TABLE OF CONTENTS
Page
Forward-Looking Information.
3
PART I
Item 1.
Business.
3
Item 1A. Risk Factors.
10
Item 1B. Unresolved Staff Comments.
23
Item 1C. Cybersecurity.
23
Item 2.
Properties.
25
Item 3.
Legal Proceedings.
25
Item 4.
Mine Safety Disclosures.
25
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
25
Item 6.
[Reserved]
27
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
37
Item 8.
Financial Statements and Supplementary Data.
39
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
73
Item 9A. Controls and Procedures.
73
Item 9B. Other Information.
74
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
74
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
74
Item 11. Executive Compensation.
74
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
74
Item 13. Certain Relationships and Related Transactions, and Director Independence.
74
Item 14. Principal Accountant Fees and Services.
74
PART IV
Item 15. Exhibit and Financial Statement Schedules.
75
Item 16. Form 10-K Summary.
75
Exhibit Index.
76
Signatures.
79
2

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
In this Annual Report on Form 10-K, the words
“Qorvo,” “we,” “our,” “ours,” “us” and “the Company”
refer only to Qorvo, Inc. and our subsidiaries and not
any other person or entity. The following discussion
should be read in conjunction with the consolidated
financial
statements
and
notes
thereto
included
elsewhere in this Annual Report on Form 10-K.
Forward-Looking Information
This Annual Report on Form 10-K contains forward-
looking statements within the meaning of the federal
securities laws, particularly in Item 1: “Business,”
Item 1A: “Risk Factors” and Item 7: “Management’s
Discussion and Analysis of Financial Condition and
Results
of
Operations.”
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. Additionally, statements concerning future
matters such as our future business, prospects,
results of operations or financial condition; research
and development or technology investments; new or
enhanced
products,
services
or
technologies;
emerging industries or business models; design wins
or product launches; industry, market or technology
trends, dynamics or transitions, such as technology
upgrade
cycles;
our
future
demand
or
supply
conditions
or
macroeconomic
factors;
strategic
investments, acquisitions or divestitures, and the
anticipated
timing
or
benefits
thereof;
legal
or
regulatory matters; U.S./China trade and national
security tensions; global hostilities, including the war
in Ukraine and the ongoing conflict in the Middle East;
vertical integration by our customers; competition; and
other
statements
regarding matters
that
are
not
historical are also forward-looking statements.
Although forward-looking statements reflect the good
faith judgment of our management as of the date the
statement is first made, such statements can only be
based on facts and factors currently known and
understood
by
us.
Consequently,
forward-looking
statements involve inherent risks and uncertainties,
and actual financial results and outcomes may differ
materially
and
adversely
from
the
results
and
outcomes discussed in or anticipated by the forward-
looking statements. We caution you not to place
undue
reliance
upon
any
such
forward-looking
statements. Material factors that could cause actual
results to differ materially from our expectations are
summarized and disclosed under “Risk Factors” in
Part I, Item 1A of this Annual Report on Form 10-K.
We undertake no obligation to revise or update any
forward-looking statements in order to reflect any
event or circumstance that may arise after the date of
this Annual Report. Readers are cautioned to review
carefully and consider the various disclosures made in
this Annual Report, which attempt to advise interested
parties of the risks and factors that may affect our
business, financial condition, results of operations
and prospects.
PART I
ITEM 1.
BUSINESS.
Company Overview
Qorvo® is a global leader in the development and
commercialization of technologies and products for
wireless, wired and power markets.
We are organized into three operating and reportable
segments that align our technologies and applications
with customers and end markets: High Performance
Analog
(“HPA”),
Connectivity
and
Sensors
Group
(“CSG”) and Advanced Cellular Group (“ACG”).
HPA is a leading global supplier of radio frequency
(“RF”), analog mixed signal and power management
solutions.
CSG
is
a
leading
global
supplier
of
connectivity
and
sensor
solutions,
with
broad
expertise spanning ultra-wideband (“UWB”), Matter®,
Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi®,
cellular
Internet
of
Things
(“IoT”)
and
microelectromechanical
system
(“MEMS”)-based
sensors. ACG is a leading global supplier of cellular RF
solutions
for
smartphones,
wearables,
laptops,
tablets and other devices.
In addition to organic growth, our strategy includes the
potential
acquisition
of
businesses,
assets
and
technologies that complement our existing capabilities
and enable us to drive growth in new or existing
markets. During fiscal 2024, we acquired Anokiwave,
Inc.
(“Anokiwave”),
a
leading
supplier
of
high-
performance beamforming and mixed signal integrated
circuits
(“ICs”)
enabling
intelligent
active
array
antennas
for
defense
and
aerospace,
satellite
communication and 5G applications.
Industry Trends, Markets and Products
Global connectivity trends and the proliferation of
more
intelligent,
data-intensive
applications
are
increasing demand for technologies that efficiently
increase data throughput, improve user experiences
and
enable
new
methods
of
human-machine
interaction.
Additionally,
global
trends
related
to
energy
generation,
consumption,
storage
and
sustainability are increasing requirements for power
management
technologies
that
increase
power
efficiency. These and other global macro trends are
increasing
the
demand
for
our
technologies
and
products.
Our business is diversified across mobile devices,
infrastructure, power management, connectivity and
sensing, defense and aerospace, and automotive. Our
products
solve
our
customers’
most
complex
challenges while enhancing performance, improving
3

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
efficiency, increasing functionality, enabling new form
factors and addressing other critical challenges.
Mobile Devices
Qorvo’s
largest
market
is
mobile
devices,
which
includes smartphones, wearables, laptops, tablets
and other devices and is characterized by complex
devices
and
large
unit
volumes
serving
global
ecosystems. Our portfolio includes highly integrated
and
functionally
dense
RF
modules,
power
management
integrated
circuits
(“PMICs”),
UWB
system-on-a-chip
(“SoC”)
and
system-in-package
(“SiP”)
solutions,
MEMS-based
sensors,
antenna
tuners,
antennaplexers,
as
well
as
discrete
multiplexers,
duplexers,
filters
and
switches.
Our
products are manufactured using multiple process
technologies and combined in various, miniaturized
form factors.
Advances in mobile devices are transforming how end
users around the world access content, interact with
communities and transact commerce. The migration to
5G
enables higher data throughput, lower signal
latency and massive machine-type communication. 5G
devices operate over a wide range of frequencies and
face challenges related to efficiency, linearity, signal
coexistence,
signal
integrity
and
form
factor.
5G
architectures are more complex and include Multiple-
Input/Multiple-Output, higher frequencies with wider
bandwidths
and
new
paths
featuring
carrier
aggregation.
In
addition,
mobile
device
original
equipment
manufacturers
(“OEMs”)
are
leveraging
UWB’s
precision-location accuracy to enhance functionality
with applications that can offer secure remote access,
indoor navigation and other functionality. They are also
seeking
to
adopt
force-sensing
touch
sensor
technology
to
enhance
human-machine interfaces,
create
new
consumer
experiences
and
advance
industrial design.
These challenges, along with increases in functionality
and
complexity,
are
driving
the
need
for
more
advanced system-level engineering. This has led to
higher levels of integration within RF solutions to
achieve the highest standards of performance, power
efficiency and functional density.
Infrastructure
Data-intensive use cases such as machine learning,
industrial automation, robotics and augmented reality/
virtual
reality
(“AR/VR”)
are
increasing
the
performance and capacity requirements of wired and
wireless 5G networks.
In cellular base stations, operators are migrating to
5G to increase capacity, expand coverage and lower
the cost per bit of data. Qorvo supports cellular base
station OEMs with a broad portfolio of infrastructure
solutions to address their most critical requirements
for data capacity, throughput and efficiency. Qorvo’s
cellular
infrastructure
products
include
switches,
filters, low noise amplifier (“LNA”) modules, discrete
LNAs, variable gain amplifiers and control circuits.
In broadband infrastructure, network operators are
migrating from Data Over Cable Service Interface
Specification
(“DOCSIS”)
3.1
to
DOCSIS
4.0
to
increase the efficiency of existing infrastructure and
significantly increase download and upload speeds for
end users. Qorvo is enabling the transition to DOCSIS
4.0 with a broad portfolio of products including high-
output
power
doublers,
drivers,
pre-amps,
return
amps,
voltage-controlled
attenuators,
digital
step
attenuators, switches and voltage variable equalizers.
Power Management
Power
efficiency
is
a
core
requirement
in
all
electronics, and power management is critical to
enhancing efficiency. Trends in infrastructure (such as
data storage and cloud servers), industrial power,
renewable energy systems, electric vehicles (“EVs”)/
hybrid-EVs,
battery-operated
portable
devices,
EV
chargers, on-board chargers and e-mobility (e-bikes,
robots and scooters) require better power efficiency
and
are
increasing
the
demand
for
our
power
management solutions.
Qorvo’s
power
management
solutions
include
programmable PMICs and single-chip integrated power
application controllers (PACs®) for motor control and
battery management systems. Our reconfigurable core
portfolio of programmable PMICs provides customers
with digital and analog power control across a broad
range of applications. They reduce solution size,
improve
battery
life,
lower
cost,
improve
system
reliability
and
shorten
our
customers’
product
development time. Our power management products
manage voltages from 1.8V to 600V and power levels
up to 4,000 watts.
Qorvo’s silicon carbide (“SiC”) power devices provide
state-of-the-art
efficiency
in
a
range
of
power
conversion applications. Our SiC portfolio includes
Schottky diodes and transistors ranging in voltage
from 650V to 1700V. Power levels vary from 650
watts to hundreds of kilowatts, and markets include
automotive, industrial, IT infrastructure and renewable
energy.
Connectivity and Sensing
The proliferation of data-driven, connected devices
that sense, process and communicate are driving
demand
for
wireless
connectivity
solutions
that
increase throughput, reduce latency, enhance security
and maximize efficiency. Use cases in consumer,
commercial and industrial IoT applications include
connected
home,
AR/VR,
healthcare
and
factory
automation. Connected home devices allow remote
access
and
control
of
applications
including
entertainment,
comfort,
health
monitoring
and
property monitoring and security. These devices can
be
controlled
through
a
computer,
tablet
or
smartphone, or through a direct peer-to-peer device
4

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
such as a voice-enabled remote control, tablet or
home control assistant.
Qorvo’s connectivity solutions include multi-protocol
(Bluetooth Low Energy, Zigbee, Matter and Thread)
SoC solutions, UWB SoCs and UWB SiP solutions that
combine our SoC with RF front end, firmware and
application
software.
Qorvo’s
multi-protocol
SoCs
enable multiple radios to connect concurrently. The
coexistence of multiple low-power wireless protocols in
a SoC reduces form factor, extends battery life and
helps advance the proliferation of IoT devices. To
simplify the interoperability challenges of a multi-
protocol environment, an open and universal smart
home overlay known as Matter was developed to
accelerate adoption of IoT devices and platforms.
Qorvo’s UWB SoC and SiP solutions, in combination
with Qorvo’s broad ecosystem of hardware, software,
and solutions partners, enable new use cases that
require
precision
location
accuracy
and
security,
including secure home access, secure car access,
indoor navigation and other applications.
Qorvo’s
force-sensing
touch
sensors
enable
an
enhanced human-machine interface experience. Use
cases
include
automotive
smart
interiors,
laptop
trackpads, smartphones and other applications.
In Wi-Fi, new standards and architectures, such as
802.11ax
(Wi-Fi
6
and
Wi-Fi
6E)
and
802.11be
(Wi-Fi 7), are enhancing performance, increasing range
and capacity and enabling new use cases. The Wi-Fi 7
standard doubles the channel bandwidth and number
of spatial streams compared to Wi-Fi 6E and uses
multi-link operation to combine portions of the 5 GHz
and 6 GHz bands into a single link, enabling faster
speeds over longer distances. As standards and
architectures evolve, functional requirements increase
and demand more highly integrated RF front end
solutions.
Qorvo’s
Wi-Fi
portfolio
includes
power
amplifiers (“PAs”), switches, LNAs and Bulk Acoustic
Wave (“BAW”) filters, as well as solutions including
front end modules (“FEMs”) and iFEMs featuring
integrated filters.
Defense and Aerospace
In Defense and Aerospace (“D&A”), Qorvo focuses
primarily on high-power phased array radar, electronic
military applications and communications systems,
including both defense and commercial space satellite
communications. Within these markets, the adoption
of
phased
array
radar,
the
introduction
of
new
frequency bands and the shift to higher frequencies
expand
the
opportunity
for
our
products
and
technologies across a broad frequency spectrum. We
are a leading supplier of RF products and compound
semiconductor foundry services to defense primes and
other global defense and aerospace customers. We
also engage directly with U.S. government defense
customers to develop next-generation semiconductor
and
packaging
technologies.
Our
D&A
portfolio
includes
industry-leading
standard
products
and
integrated multi-chip modules such as premium filters,
LNAs, mixers, phase shifters, switches, multiplexers
and attenuators.
Automotive
In automotive markets, new use cases including
vehicle-to-everything
(“V2X”)
communications,
advanced connectivity services and secure car access
are supporting the migration to more connected, more
intelligent vehicles. These new use cases are driving
increased content across multiple connectivity and
sensing technologies, including cellular, V2X, Wi-Fi,
satellite radio, MEMS-based force-sensing and UWB.
Our force-sensing touch sensors enable an enhanced
human-machine interface experience in automotive
smart
interior
applications.
Our
UWB
solutions
leverage secure ultra-low latency communication and
precision
location
accuracy
to
enable
digital
key
access and digital key sharing while reducing the risk
of “man-in-the-middle,” or “relay” attacks possible
with legacy technologies. UWB can also enable Child
Presence Detection, a safety system designed to
detect and alert if a child or pet is accidentally left
behind in a vehicle, by leveraging the radar capabilities
of the UWB technology.
Similarly, electrification trends in automotive platforms
and the adoption of EVs/hybrid-EVs are increasing
semiconductor content due to the greater need for
on-board sensing and control systems, and charging
and battery management systems.
Our connectivity and sensor products for automotive
applications include BAW filters, LNAs, switches, PAs,
front end solutions, force-sensing touch sensors and
UWB
solutions.
Our
automotive
power
portfolio
includes SiC power FET products, on-board chargers
and
DC/DC
converters.
Our
power
management
portfolio includes single chip integrated high-voltage
analog
PMICs
for
motor
control
and
battery
management systems. All of our automotive products
meet
or
exceed
AEC-Q100
quality
and
reliability
standards, and our customers include market leading
Tier-1 suppliers.
Research and Development
We invest in research and development (“R&D”) to
develop advanced technologies and products to best
serve our markets. Our R&D activities support large
competitive
design
win
opportunities
for
major
programs
at
key
customers,
which
require
best-in-class performance, size, cost and functional
density. We also invest in R&D to develop new
products for broader market applications. Our R&D
efforts focus on innovation in fundamental areas
including materials, software, semiconductor process
technologies,
simulation
and
modeling,
systems
architecture, circuit design, device packaging, module
integration and test capabilities.
We have developed multiple generations of gallium
arsenide (“GaAs”), gallium nitride (“GaN”), BAW and
5

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
surface acoustic wave (“SAW”) process technologies
that we manufacture. We invest in these technologies
to improve device performance, reduce die size and
reduce
manufacturing
costs.
We
also
source
technologies
in
cooperation
with
key
suppliers,
including
silicon
on
insulator
(“SOI”)
for
LNAs,
switches and tuners, silicon germanium (“SiGe”) for
amplifiers
and
LNAs,
complementary
metal
oxide
semiconductor
(“CMOS”)
for
power
management
devices and SoC solutions, MEMS technology for
switches and force-sensing and SiC for high-voltage
power
conversion
devices.
We
combine
these
technologies
with
proprietary
design
methods,
intellectual property (“IP”) and other expertise to
improve performance, increase integration and reduce
the size and cost of our products.
We
develop
and
qualify
advanced
packaging
technologies
to
reduce
component
size,
improve
performance and reduce package costs. We also
invest in large scale module assembly and test
capabilities to bring these technologies to market in
very high volumes.
Raw Materials and Manufacturing
We purchase numerous raw materials and parts, such
as silicon, passive components and substrates, for
our manufacturing processes. In our GaN and GaAs
manufacturing
operations,
we
use
several
raw
materials, including GaN on SiC wafers and GaAs
wafers. In our acoustic filter manufacturing operations,
raw materials include silicon, lithium niobate and
lithium tantalate.
Our
procurement
and supply chain functions are
centralized and service all three operating segments.
We procure our materials, parts and supplies from a
large number of sources through established purchase
contracts with suppliers or on a purchase order basis.
We enter into supply agreements, for certain items, to
address short-term and long-term supply requirements
during
periods
of
semiconductor
industry
supply
constraints.
Our manufacturing strategy includes a balance of
internal and external capacity. Our manufacturing sites
are geographically distributed and service all three
operating segments. We routinely qualify additional
manufacturing sites and sources of supply to reduce
the risk of supply interruptions or price increases, and
we
continuously
monitor
our
suppliers’
key
performance indicators.
A substantial portion of our revenue comes from multi-
chip modules utilizing multiple semiconductor and
acoustic
material
processing
technologies.
These
products have varying degrees of complexity and
contain semiconductors and other components that
are manufactured internally or sourced from outside
supply chain partners. These individual components
are
combined
and
assembled
into
various,
miniaturized
packages
and
tested
to
ensure
compliance with customer specifications.
We operate fabrication facilities for the production of
BAW,
GaAs,
GaN,
SAW
and
Temperature
Compensated SAW wafers in North Carolina, Oregon
and Texas. We also use multiple silicon-based process
technologies, including SiC, SOI, SiGe and bulk CMOS,
which are principally sourced from leading silicon
foundries located throughout the world. We have a
global supply chain and ship millions of units per day.
We have our own flip chip, wire bond and wafer-level
packaging technologies. In fiscal 2024, we used
internal assembly facilities in China, Costa Rica,
Germany and the U.S., and we also used external
suppliers
located
in
Asia
for
these
and
other
packaging technologies.
Manufacturing yields can vary significantly between
products, based on a number of factors, including
product complexity, performance requirements and the
maturity of our manufacturing processes. To maximize
wafer yields and quality, we test products multiple
times, maintain continuous reliability monitoring and
conduct
numerous
quality
control
inspections
throughout the production flow.
Our internal manufacturing facilities require a high
level of fixed costs, consisting primarily of occupancy
costs, maintenance, repair, equipment depreciation
and labor costs related to manufacturing and process
engineering. We attempt to match our manufacturing
capacity with the varying level of demand we anticipate
from our customers to optimize our factory utilization
and cost efficiency.
We
routinely
evaluate
opportunities
to
enhance
operational efficiencies and reduce capital intensity. In
the third quarter of fiscal 2024, we entered into a
definitive agreement with Luxshare Precision Industry
Co., Ltd. (“Luxshare”), a global contract manufacturer,
to divest our assembly and test operations in China.
In
connection
with
this
transaction,
which
was
completed on May 2, 2024, Luxshare is providing
assembly and test services to us under a long-term
supply agreement.
Semiconductor fabrication requires highly controlled
and clean environments. Die on a wafer can be found
to be nonfunctional or wafers can be rejected due to a
number
of
reasons,
including
minute
impurities,
variances in the fabrication process or defects in the
masks used to transfer circuit patterns onto the
wafers.
Our manufacturing facilities worldwide are certified to
the
International
Organization
for
Standardization
(“ISO”) 9001 quality standard, and select locations
are certified to additional automotive (IATF 16949),
aerospace (AS 9100) and environmental (ISO 14001)
standards. These stringent standards are audited and
certified by third-party auditors in addition to our
continuous
internal
self-audits.
The
ISO
9001
standard is based on a number of quality management
principles including a strong customer focus, the
motivation of top management, the process approach
6

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
and continual improvement. IATF 16949 is the highest
international quality standard for the global automotive
industry
and
incorporates
specific
additional
requirements for the automotive industry. AS 9100 is
the standardized quality management system for the
aerospace industry. ISO 14001 is an internationally
agreed
upon
standard
for
an
Environmental
Management System (“EMS”). We require that all of
our key vendors and suppliers be compliant with
applicable standards.
Customers
We design, develop, manufacture and market our
products
and
solutions
for
leading
U.S.
and
international OEMs and original design manufacturers
(“ODMs”). We also collaborate with leading reference
design
partners
and
provide
foundry
services
to
defense primes and other defense and aerospace
customers.
We provide products to our largest end customer,
Apple Inc. (“Apple”), through sales to multiple contract
manufacturers, which in the aggregate accounted for
46% and 37% of total revenue in fiscal years 2024
and 2023, respectively. Samsung Electronics Co., Ltd.
(“Samsung”) accounted for 12% of total revenue in
both fiscal years 2024 and 2023. These customers
primarily purchase RF solutions for a variety of mobile
devices.
Sales and Marketing
We
sell
our
products
worldwide
both
directly
to
customers and through a network of U.S. and foreign
sales representative firms and distributors. We select
our sales representative firms and distributors based
on technical skills and sales experience, the presence
of complementary product lines and the customer
base served. We provide ongoing educational training
about our products to our internal and external sales
representatives
and
distributors.
We
maintain
an
internal sales and marketing organization that is
responsible for key account management, application
engineering
support
for
customers,
sales
and
advertising literature and technical presentations for
industry conferences. Our sales and customer support
centers are located near our customers throughout the
world.
Our website contains extensive product information
and includes an online store where customers can
learn about our products, download product catalogs,
order products and samples and request evaluation
boards. Our global team of application engineers
interacts with customers during all stages of design
and
production,
maintains
regular
contact
with
customer
engineers,
provides
product
application
notes
and
engineering
data
and
assists
in
the
resolution of technical problems. We maintain close
relationships with our customers and chipset suppliers
and provide them with strong technical support to
enhance
their
customer
experience
and
help
anticipate future product needs.
Seasonality
Our sales are the result of standard purchase orders
or specific agreements with customers. Our revenue
fluctuates based on consumer demand for devices as
well as the timing of customer device launches and
large
defense
programs.
Other
factors
such
as
macroeconomic effects and the timing of the next
generation
of
technologies
can
also
impact
the
fluctuations in demand.
Competition
We
operate
in
a
competitive
industry
generally
characterized by rapid advances in technology and new
product introductions. Our customers’ product life
cycles can be short, especially in mobile devices, and
our competitiveness depends on our ability to improve
our
products
and
processes
faster
than
our
competitors,
anticipate
changing
customer
requirements and successfully develop and launch
new
products
while
reducing
our
costs.
Our
competitiveness is also affected by the quality of our
customer service, including technical support, and in
some cases our ability to design customized products
that
address
certain
customer’s
specific
requirements. The selection process for our products
is highly competitive, and our customers provide no
guarantees that our products will be included in the
next generation of products introduced.
HPA competes primarily with Analog Devices, Inc.;
Infineon
Technologies
AG;
MACOM
Technology
Solutions Holdings, Inc.; Monolithic Power Systems,
Inc.; NXP Semiconductors N.V.; ON Semiconductor
Corporation;
STMicroelectronics
N.V.;
Sumitomo
Electric Device Innovations; Texas Instruments, Inc.;
and Wolfspeed, Inc. CSG competes primarily with
Broadcom
Inc.;
Nordic
Semiconductor;
NXP
Semiconductors N.V.; Qualcomm Technologies, Inc.;
Silicon Laboratories Inc.; and Skyworks Solutions, Inc.
ACG competes primarily with Broadcom Inc.; Murata
Manufacturing Co., Ltd.; Qualcomm Technologies, Inc.;
and Skyworks Solutions, Inc.
Many of our current and potential competitors have
strong market positions and customer relationships,
established patents and other IP, and substantial
technological
capabilities.
In
some
cases,
our
competitors are also our customers or suppliers.
Additionally, many of our competitors have significant
financial,
technical,
manufacturing
and
marketing
resources, which may allow them to more quickly
implement
new
technologies
and
develop
new
products.
Intellectual Property
Our IP (including patents, copyrights, trademarks and
trade secrets) is important to our business, and we
actively seek opportunities to leverage our IP portfolio
to promote our business interests. We also actively
monitor and protect our global IP rights to deter
unauthorized use of our IP and other assets. These
efforts can be difficult because of the absence of
7

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
consistent
international
standards
and
laws.
In
addition, the laws of some foreign countries do not
protect IP rights to the same extent as U.S. laws. We
respect the IP rights of others and have implemented
policies
and
procedures
to
mitigate
the
risk
of
infringing or misappropriating third-party IP.
Patent applications are filed within the U.S. and in
other strategic countries where we have a market
presence. On occasion, some applications do not
mature into patents for various reasons, including
rejections based on prior art. We have approximately
2,300 patents that have expiration dates between
2024 and 2042. We also continue to acquire patents
through acquisitions or direct prosecution efforts and
engage in licensing transactions to secure the right to
use
third-parties’
patents.
In
view
of
our
rapid
innovation
and
product
development
and
the
comparative
pace
of
governments’
patenting
processes,
there
is
no
guarantee
that
patented
technology for our products and services will not be
obsolete before the related patents expire or are
granted. However, we believe the duration and scope
of our most relevant patents are sufficient to support
our business, which as a whole is not significantly
dependent on any particular patent or other IP right.
As we expand our products and offerings, we also
seek to expand our patent prosecution efforts to cover
such products.
We periodically register federal trademarks, service
marks and trade names that distinguish our product
brand names in the market. We also monitor these
marks for their proper and intended use. Additionally,
we
rely
on
non-disclosure
and
confidentiality
agreements to protect our interest in confidential and
proprietary information that gives us a competitive
advantage, including business strategies, unpatented
inventions, designs and process technology. Such
information is closely monitored and made available
only
to
those
employees
whose
responsibilities
require access to the information.
Human Capital
We believe that our employees are our greatest
assets, and we must continue to attract, develop,
retain
and
motivate
our
employees
to
remain
competitive and execute our business strategy. We
strive to meet these objectives by offering competitive
pay and benefits in a diverse, inclusive and safe
workplace
and
by
providing
opportunities
for
our
employees to grow and develop their careers.
As of March 30, 2024, we employed approximately
8,700 full and part-time employees in 23 countries. By
region, approximately 56% of our total employees were
in the Americas, 37% in Asia and 7% in Europe.
Approximately 62% of our global population was in
engineering or technician roles. Upon completion of the
transaction to divest our assembly and test operations
in China on May 2, 2024, approximately 2,600 of our
employees became employees of Luxshare.
Competitive Pay and Benefits
We use a combination of compensation and other
programs (which vary by region and salary grade) to
attract, develop, motivate and retain our employees,
including semiannual
performance
bonuses, stock
awards, an employee stock purchase plan, retirement
programs,
health
savings
and
flexible
spending
accounts, paid time off, family leave, family care
resources,
flexible
work
schedules,
employee
assistance programs, tuition assistance, health and
wellness benefits and programs and on-site fitness
centers. We routinely benchmark our compensation
and
benefits
packages
to
ensure
we
remain
competitive with our peers and continue to attract and
retain talent throughout our organization.
Employee Recruitment, Retention and Development
We are committed to recruiting, hiring, retaining,
promoting and engaging a diverse workforce to best
serve our global customers. We have established
relationships
with
professional
associations
and
industry groups to proactively attract talent, and we
partner
with
universities
with
diverse
student
populations for our internship program. We believe
that
our
internship
program
and
university
partnerships
contribute
to
developing
the
next
generation
of
talent,
including
engineers
in
our
industry, and provide a pipeline of recent college
graduates into our talent pool.
Our
high-performance
culture
is
supported
by
a
process of goal setting, continuous feedback and
coaching,
all
geared
towards
fostering
skill
and
competency growth. Complementing these efforts are
a
variety
of
talent
and
leadership
development
programs tailored to address the needs of employees
across
all
organizational
levels.
Additionally,
our
educational
assistance
program,
which
enables
employees to pursue their career aspirations, also
enhances their professional capabilities and further
contributes to our organizational success.
We believe our competitive compensation and benefits
programs, along with career growth, development and
internal
mobility
opportunities,
promote
longer
employee tenure and reduce turnover. We regularly
monitor voluntary employee turnover, as our success
depends upon retaining highly trained personnel with
the technical skills necessary to execute our business
objectives. Our global attrition rate has consistently
been below the technology industry average.
Employee Engagement
Qorvo is dedicated to fostering a connected and
thriving workforce. To assess and improve employee
engagement,
we
conduct
an
annual
global
engagement survey, which is administered by a third
party to ensure confidentiality. We are committed to
actively
listening
to
our
employees
and
solicit
feedback on a variety of factors including strategy,
culture,
execution,
inclusion,
work
environment,
growth
and
development,
collaboration
and
8

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
engagement.
The
results
are
reviewed
by
senior
management,
who
analyze
areas
of
progress
or
opportunities for improvement and work with their
teams to develop targeted action plans.
Employee-driven
groups,
called
Qorvo
Employee
Networks, provide platforms for employees to connect
based on shared interests and objectives, fostering
both professional and personal growth. Through our
Qorvo Cares program, we sponsor a diverse array of
employee events to further engage our workforce,
facilitating connections and cultivating an enjoyable
work
environment.
Moreover,
our
community
engagement initiatives empower employees to make a
tangible difference in their neighborhoods, working
alongside their colleagues. Through these efforts, we
are dedicated to nurturing a culture of engagement
and collective impact within our organization.
Diversity, Equity and Inclusion
At Qorvo, we value diversity, equity and inclusion and
respect the unique talents, experiences, cultures and
ideas of our global team members. Diversity and
inclusion principles are threaded across the entire
company,
and
employees
are
equipped
with
the
knowledge and capabilities to welcome and embrace
diversity and advocate for inclusion. Our efforts to
foster
a
diverse
and
inclusive
workplace
include
partnering
with
organizations
in
our
surrounding
communities
that
advocate for
gender, race and
ethnicity,
socioeconomic,
disability
and
LGBTQ+
equality. These and other efforts help promote an
inclusive workplace of talented employees and drive
employee engagement.
Safety, Health and Wellness
We are a member of the Responsible Business
Alliance (the “RBA”), an industry coalition dedicated to
driving sustainable value for workers in global supply
chains, among other things. As a member of the RBA,
we have adopted the RBA Code of Conduct, which
establishes
standards
to
ensure
that
working
conditions are safe, that employees are treated with
respect and dignity and that business operations are
environmentally responsible and conducted ethically.
The RBA Code of Conduct has been reflected in our
employee policies and procedures. In addition, Qorvo
is committed to complying with applicable laws and
regulations of the countries in which we operate and
supporting ethical labor practices that do not infringe
on human rights.
We
prioritize
safe
working
conditions
for
our
employees as well as our on-site contractors and
visitors. We are committed to an injury-free workplace
and
provide
dedicated
workplace
training
and
leadership support to reduce or eliminate health and
safety risks. In fiscal 2024, we achieved our safety
goal for the sixth consecutive year. Our site-specific
health and safety teams are critical in fostering a
positive safety culture. Team members utilize our
online near miss and hazard reporting system, a
system critical to prevent worker injury.
The
success
of
our
business
is
fundamentally
connected to the well-being of our employees. We
provide our employees with work arrangements that
support flexibility, while maintaining our strong culture
of
innovation,
collaboration
and
camaraderie.
We
provide our employees and their families access to a
variety of health and wellness programs that support
their physical and mental health. These programs
provide tools and resources, such as health coaches
and wellness incentives, that emphasize preventive
care, encourage healthy behaviors, and are designed
to help cultivate a productive work environment, while
also focusing on the well-being of our employees.
Government Regulations
We are subject to a variety of extensive and changing
domestic and international federal, state and local
governmental laws, regulations and ordinances related
to the discharge of pollutants into the environment;
the treatment, transport and disposal of hazardous
waste; recycling and product packaging; worker health
and
safety;
and
other
activities
affecting
the
environment, our workforce and the management of
our manufacturing operations.
We continuously improve the environmental aspects of
our manufacturing processes and are dedicated to:
‰ providing a safe and healthy work environment for
our employees;
‰ complying with regulatory and other requirements;
‰ using
natural
resources,
energy
and
materials
efficiently;
‰ evaluating ways to substitute sustainable resources
in place of non-renewable resources;
‰ reusing or recycling materials wherever technically
possible and economically reasonable;
‰ minimizing waste and disposing of waste safely and
responsibly;
‰ sourcing raw material responsibly; and
‰ implementing specific measures to prevent and
minimize hazards to humans and the environment
including pollution prevention.
We believe that our operations and facilities comply in
all material respects with applicable environmental
laws and worker health and safety laws, and our
efforts help to ensure that our products are compliant
with the requirements of the markets into which the
products
will
be
sold
and
with
our
customers’
requirements.
For
example,
our
products
are
compliant with the European Union RoHS Directive
(2011/65/EU on the Restriction of Use of Hazardous
Substances), which prohibits the sale in the European
Union
market
of
new
electrical
and
electronic
equipment containing certain families of substances
above
a
specified
threshold.
We
are
an
ISO
14001:2015
certified
manufacturer
with
a
comprehensive EMS in place to help ensure control of
the
environmental
aspects
of
the
manufacturing
process.
Our
EMS
mandates
compliance
and
establishes
appropriate
checks
and
balances
to
9

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
minimize
the
potential
for
non-compliance
with
environmental laws and regulations.
We are also subject to import/export controls, tariffs
and other trade-related regulations and restrictions in
countries in which we have operations or otherwise do
business.
These controls, tariffs,
regulations and
restrictions (including those related to, or affected by,
U.S./China relations, as discussed below in Item 1A,
“Risk Factors”) may have a material impact on our
business, including our ability to sell products and to
manufacture or source components.
Government regulations are subject to change, and
accordingly we are unable to assess the possible
effect of compliance with future requirements or
whether our compliance with such regulations will
materially impact our business, results of operations
or financial condition.
Available Information
We make available, free of charge through our website
(https://www.qorvo.com), our annual and quarterly
reports on Forms 10-K and 10-Q (including exhibits
and related filings in iXBRL format) and current reports
on Form 8-K and amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as soon as reasonably practicable
after we electronically file these reports with, or
furnish them to, the United States Securities and
Exchange Commission (“SEC”). The SEC maintains a
website at https://www.sec.gov that contains reports,
proxy
and
information
statements
and
other
information regarding issuers that file electronically
with the SEC. The public may also request a copy of
our forms filed with the SEC, without charge upon
written request, directed to:
Investor Relations Department
Qorvo, Inc.
7628 Thorndike Road
Greensboro, NC 27409-9421
The information contained on or accessible through
our
website
is
not
incorporated
by
reference
or
considered to be a part of this Annual Report on
Form 10-K.
ITEM 1A.
RISK FACTORS.
You should carefully consider the risks described
below in addition to the other information contained in
this report before making an investment decision with
respect
to
any
of
our
securities.
Our
business,
financial condition or results of operations could be
materially and adversely impacted by any of these
risks. The risks and uncertainties described below are
not the only ones we face. Additional risks not
currently known to us, or other factors not perceived
by us to present material risks to our business at this
time, may impair our business operations, financial
condition, or results of operations.
Risk Factors Summary
The following is a summary of the principal risks that
could adversely affect our business, financial condition
or results of operations.
‰ Our operating results fluctuate and are substantially
dependent
on
developing
new
products
and
achieving
design
wins
as
our
customers’
requirements can change rapidly and product life
cycles can be short.
‰ We
depend
on
several
large
customers
for
a
substantial portion of our revenue and the loss of
one or more of these customers could have a
material adverse effect on our business, financial
condition and results of operations.
‰ We face risks of a loss of revenue if contracts with
the
United
States
government
or
defense
and
aerospace contractors are canceled or delayed or if
defense spending is reduced.
‰ We depend heavily on third parties.
‰ We face risks related to sales through distributors.
‰ We face risks associated with the operation of our
manufacturing facilities, and if we experience poor
manufacturing yields, our operating results may
suffer.
‰ We are subject to inventory risks and costs because
we purchase materials and build our products based
on forecasts provided by customers before receiving
purchase orders for the products.
‰ We sell certain of our products based on reference
designs of chipset suppliers, and our inability to
effectively manage or maintain relationships with
these companies may have an adverse effect on our
business.
‰ Overcapacity could cause us to underutilize our
manufacturing facilities and have a material adverse
effect on our financial performance.
‰ We are subject to risks from international sales and
operations.
‰ We may not be able to generate sufficient cash to
service all of our debt or to fund capital expenditures
and may be forced to take other actions to satisfy
our debt obligations and financing requirements,
which may not be successful or on terms favorable
to us.
‰ Our acquisitions and other strategic investments
could
fail
to
achieve
our
financial
or
strategic
10

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
objectives,
disrupt
our
ongoing
business
and
adversely impact our results of operations.
‰ We must attract, retain, and motivate key employees
in order to compete, and our failure to do so could
harm our business and our results of operations.
‰ We rely on our IP portfolio and may not be able to
successfully protect against the use of our IP by
third parties, and we may be subject to claims of
infringement of third-party IP rights.
‰ Security breaches and other disruptions to our IT
systems, or other misappropriation of proprietary
information, could expose us to liability or disrupt
our ability to operate critical business functions,
which would cause our business and reputation to
suffer.
For a more complete discussion of the material risks
facing our business, see below.
Risks Related to Our Business and Industry
Our operating results fluctuate on a quarterly and
annual basis.
Our revenue, earnings, margins and other operating
results have fluctuated significantly in the past and
may fluctuate significantly in the future. Historically,
worldwide semiconductor industry sales have tracked
the impacts of financial crises, subsequent recoveries
and persistent economic uncertainty. Global economic
slowdowns
could
potentially
result
in
certain
economies
dipping
into
economic
recessions,
including
the
United
States.
If
demand
for
our
products fluctuates as a result of economic conditions
or for other reasons, our revenue and profitability
could be impacted. Our future operating results will
depend on many factors, including the following:
‰ business and macroeconomic changes, including
trade restrictions, foreign governments subsidizing
local suppliers, recession or slowing growth in the
semiconductor
industry
and
the
overall
global
economy;
‰ political and/or civil unrest, acts of war or other
military actions, including any resulting sanctions or
other restrictive actions;
‰ inflationary
pressures,
which
vary
across
jurisdictions in which we do business, resulting in
increased costs or reduced demand for our products
due to increased prices of those products;
‰ changes in consumer confidence caused by many
factors, including changes in interest rates, credit
markets,
unemployment
levels,
energy
or
other
commodity prices as well as changes in existing and
expected rates of inflation;
‰ fluctuations in demand for our customers’ products;
‰ our ability to forecast our customers’ demand for our
products accurately;
‰ the ability of third-party foundries and other third-
party suppliers to manufacture, assemble and test
our
products
and
otherwise
deliver
on
their
commitments to us in a timely and cost-effective
manner;
‰ our customers’ and distributors’ ability to manage
the
inventory
that
they
hold
and
to
forecast
accurately their demand for our products;
‰ delays
in
the
widespread
deployment
and
commercialization of new technologies;
‰ our ability to achieve cost savings and improve
yields
and
margins
on
our
new
and
existing
products;
‰ our
ability
to
successfully
integrate
into
our
business, and realize the expected benefits of, our
acquisitions and strategic investments;
‰ our ability to disaggregate and divest elements of
our business and realize the expected benefits of
doing so; and
‰ our ability to align production capacity to customer
demand, which may lead to underutilization of our
capacity in periods of lower demand or the lack of
capacity in periods of excess demand.
Our
operating results
have been and our
future
operating results could be adversely affected by one or
more of the factors set forth above or other similar
factors. If our future operating results or forecasts are
below the expectations of stock market analysts or
our investors, our stock price may decline.
Our operating results are substantially dependent on
developing new products and achieving design wins
while our customers’ requirements can change
rapidly and product life cycles can be short.
Our largest markets are characterized by the frequent
introduction of new products in response to evolving
product requirements. Our largest customers typically
refresh some or all of their product portfolios by
releasing new models each year. In some cases,
product
designs
we
pursue
represent
either
opportunities to substantially increase our revenue by
winning a new design or a risk of a substantial
decrease in revenue by losing a product on which we
are the incumbent.
Our success depends on our ability to develop and
introduce new products in a timely and cost-effective
manner
and
secure
production
orders
from
our
customers. The development of new products is a
highly complex process, and we have experienced
delays in completing the development and introduction
of new products at times. Our successful product
development
depends
on
a
number
of
factors,
including the following:
‰ our ability to predict market requirements and define
and
design
new
products
that
address
those
requirements;
‰ our
ability
to
design
products
that
meet
our
customers’
cost,
size
and
performance
requirements;
‰ our
ability
to
introduce
new
products
that
are
competitive and can be manufactured at lower costs
or that command higher prices based on superior
performance;
‰ acceptance of our new product designs;
‰ the availability of qualified product design engineers;
11

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
‰ our timely completion of product designs and ramp
up of new products according to our customers’
needs with acceptable manufacturing yields; and
‰ market acceptance of our customers’ products and
the duration of the life cycle of such products.
We may not be able to design and introduce new
products in a timely or cost-efficient manner, and our
new products may fail to meet market or customer
requirements.
Most
major
product
design
opportunities
that
we
pursue
involve
multiple
competitors, and we could lose a new product design
opportunity to a competitor that offers a lower cost or
equal or superior performance. If we are unsuccessful
in achieving design wins, our revenue and operating
results will be adversely affected. Even when a design
win is achieved, our success is not assured. Design
wins may require significant expenditures by us before
realizing revenue six to nine months or more later.
Many customers seek a second source for all major
components in their devices, which can significantly
reduce the revenue obtained from a design win. In
many cases, the average selling prices of our products
decline over the products’ lives, and we must achieve
yield
improvements,
cost
reductions
and
other
productivity
enhancements
in
order
to
maintain
profitability. The actual value of a design win to us will
ultimately depend on the commercial success of our
customers’ products.
We depend on several large customers for a
substantial portion of our revenue and the loss of one
or more of these customers could have a material
adverse effect on our business, financial condition
and results of operations.
A substantial portion of our revenue comes from
several large customers. Our future operating results
will be affected by both the success of our largest
customers
and
our
success
in
diversifying
our
products and customer base. Collectively, our two
largest end customers accounted for an aggregate of
approximately 58%, 49% and 44% of our revenue for
fiscal years 2024, 2023 and 2022, respectively. If
demand for their products increases, our results are
favorably impacted, while if demand for their products
decreases, they may reduce their purchases of, or
stop
purchasing
our
products
and
our
operating
results would suffer. Even if we achieve a design win,
our customers can delay or cancel the release of a
new device for any reason. Most of our customers can
cease incorporating our products into their devices
with little notice to us and with little or no penalty. The
loss of a large customer, failure to add new customers
to replace lost revenue, a shift in consumer demand
to refurbished or secondhand devices, or a decline in
consumers’ rates of replacement of smartphones or
other devices, could have a material adverse effect on
our
business,
financial
condition
and
results
of
operations.
We face risks of a loss of revenue if contracts with
the United States government or defense and
aerospace contractors are canceled or delayed or if
defense spending is reduced.
We receive a portion of our revenue from the United
States government and from prime contractors on
United
States
government-sponsored
programs,
principally for defense and aerospace applications.
These programs are subject to delays or cancellation.
Further, spending on defense and aerospace programs
can vary significantly depending on funding from the
United States government. We believe our government
and
defense
and
aerospace
business
has
been
negatively affected in the past by external factors such
as sequestration and political pressure to reduce
federal defense spending. Reductions in defense and
aerospace funding or the loss of a significant defense
and aerospace program or contract would have a
material adverse effect on our operating results.
We depend heavily on third parties.
We purchase numerous component parts, substrates
and silicon-based products from external suppliers.
We also utilize third-party suppliers for numerous
services, including die processing, wafer bumping,
assembly, test and tape and reel. In the third quarter
of fiscal 2024, we entered into a definitive agreement
with
Luxshare
to
divest
our
assembly
and
test
operations
in
China.
In
connection
with
this
transaction, which was completed on May 2, 2024,
Luxshare is providing assembly and test services to us
under a long-term supply agreement.
The use of external suppliers involves a number of
risks, including the possibility of material disruptions
in the supply of key components and the lack of
control over delivery schedules, capacity constraints,
manufacturing
yields,
product
quality
and
cost
increases. Furthermore, supply chain disruptions and
labor market constraints have created heightened risk
that external suppliers may be unable to meet their
obligations to us. If we experience any significant
difficulty in obtaining the materials or services used in
the conduct of our business, these supply challenges
may limit our ability to fully satisfy customer demand.
As the semiconductor industry may experience supply
constraints for certain items, from time to time, we
enter into certain supply agreements to address short-
term and long-term supply requirements. However,
even with supply agreements, we are still subject to
risks that a supplier will be unable to meet its supply
commitments,
achieve
anticipated
manufacturing
yields, produce wafers or other components on a
timely basis, or provide additional capacity beyond
contractual commitments sufficient to meet our supply
needs. If so, we may experience delays in product
launches or supply shortages for certain products,
which could cause an unanticipated decline in our
sales and damage our existing customer relationships
and
our
ability
to
establish
new
customer
relationships. In addition, if a supplier experiences
12

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
financial difficulties or goes into bankruptcy, it could
be difficult or impossible, or may require substantial
time and expense, for us to recover any or all of our
fees and deposits made as part of any supply
agreement.
Although our key suppliers commit to us to be
compliant with applicable ISO 9001 and/or TS-16949
quality standards, we have experienced quality and
reliability issues with suppliers in the past. Quality or
reliability issues in our supply chain could negatively
affect our products, our reputation and our results of
operations.
We face risks related to sales through distributors.
We sell a significant portion of our products through
third-party
distributors.
We
depend
on
these
distributors to help us create end customer demand,
provide
technical
support
and
other
value-added
services to customers, fill customer orders and stock
our products. We may rely on one or more key
distributors for a product, and a material change in our
relationship with one or more of these distributors or
their failure to perform as expected could reduce our
revenue. Our ability to add or replace distributors for
some of our products may be limited because our end
customers may be hesitant to accept the addition or
replacement of a distributor due to advantages in the
incumbent
distributors’
technical
support
and
favorable
business
terms
related
to
payments,
discounts and stocking of acceptable inventory levels.
Using third parties for distribution exposes us to many
risks, including competitive pressure, concentration,
credit risk and compliance risks. Other third parties
may use one of our distributors to sell products that
compete with our products, and we may need to
incentivize the distributors to focus on the sale of our
products.
Our
distributors
may
face
financial
difficulties, including bankruptcy, which could harm our
collection of accounts receivable and financial results.
Violations of the Foreign Corrupt Practices Act or
similar laws by our distributors or other third-party
intermediaries could have a material impact on our
business. Failure to manage risks related to our use
of distributors may reduce sales, increase expenses
and weaken our competitive position.
We face risks associated with the operation of our
manufacturing facilities.
We
operate
wafer
fabrication
facilities
in
North
Carolina,
Oregon
and
Texas.
We
use
several
international and domestic assembly suppliers, as
well as internal assembly facilities in Costa Rica,
Germany and the U.S., to assemble and test our
products. We currently have our own test and tape and
reel facilities located in Costa Rica and the U.S., and
we also utilize contract suppliers and partners in Asia.
A number of factors related to our facilities will affect
our
business
and
financial results,
including the
following:
‰ our ability to adjust production capacity in a timely
fashion,
including
the
migration
of
production
amongst
our
various
factories,
in
response
to
changes in demand for our products;
‰ the significant fixed costs of operating the facilities;
‰ factory utilization rates;
‰ our ability to qualify our facilities for new products
and new technologies in a timely manner;
‰ the availability of raw materials, the impact of the
volatility of commodity pricing and tariffs imposed on
raw materials, including substrates, gold, platinum
and high-purity source materials such as gallium,
aluminum, arsenic, indium, silicon, phosphorous and
palladium;
‰ our manufacturing cycle times;
‰ our manufacturing yields;
‰ the
political,
regulatory
and
economic
risks
associated
with
our
international
manufacturing
operations;
‰ potential violations by our employees or third-party
agents of international or U.S. laws relevant to
foreign operations;
‰ our
ability
to
hire,
train
and
manage
qualified
production personnel;
‰ our compliance with applicable environmental and
other laws and regulations, as well as our ability to
satisfy our customers’ environmental initiatives for
their supply chains; and
‰ our ability to avoid prolonged periods of down-time in
our facilities for any reason.
Business disruptions could harm our business, lead
to a decline in revenue and increase our costs.
Our worldwide operations and business could be, and
in some
cases
have been, disrupted by natural
disasters,
industrial
accidents,
cybersecurity
incidents, telecommunications failures, power or water
shortages, extreme weather conditions, public health
issues
(including
pandemics
such
as
COVID-19),
terrorist attacks, political and/or civil unrest, acts of
war or other military actions, political or regulatory
issues and other man-made disasters or catastrophic
events. Global climate change could result in certain
natural disasters occurring more frequently or with
greater intensity, such as drought, wildfires, storms
and flooding. We carry commercial property damage
and business interruption insurance against various
risks,
with
limits
we
deem
adequate,
for
reimbursement for damage to our fixed assets and
resulting disruption of our operations. However, the
occurrence of any of these business disruptions could
harm our business and result in significant losses, a
decline in revenue and an increase in our costs and
expenses. Any disruptions from these events could
require substantial expenditures and recovery time to
fully
resume
operations
and
could
also
have
a
material adverse effect on our operations and financial
results to the extent that losses are uninsured or
13

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
exceed insurance recoveries, and to the extent that
such disruptions adversely impact our relationships
with our customers. Furthermore, even if our own
operations are unaffected or recover quickly, if our
customers or suppliers cannot timely resume their
own operations due to a business disruption, natural
disaster or catastrophic event, customers may reduce
or
cancel
their
orders
and
suppliers
may
delay
manufacturing and delivery of our products, which may
adversely affect our results of operations.
If we experience poor manufacturing yields, our
operating results may suffer.
Our products have unique designs and are fabricated
using multiple process technologies that are highly
complex. In many cases, our products are assembled
in customized packages. Many of our products consist
of multiple components in a single module and feature
enhanced levels of integration and complexity. Our
customers insist that our products be designed to
meet
their
exact
specifications
for
quality,
performance and reliability. Our manufacturing yield is
a combination of yields across the entire supply chain,
including wafer fabrication, assembly and test yields.
Defects in a single component in an assembled
module product can impact the yield for the entire
module, which means the adverse economic impacts
of an individual defect can be multiplied many times
over if we fail to discover the defect before the module
is assembled. Due to the complexity of our products,
we periodically experience difficulties in achieving
acceptable yields and other quality issues, particularly
with respect to new products. Furthermore, as our
customers test our products once assembled into
their products, we may be exposed to additional
quality issues and costs.
The number of usable products that result from our
production process can fluctuate as a result of many
factors, including:
‰ design errors;
‰ defects in photomasks (which are used to print
circuits on a wafer);
‰ minute impurities and variations in materials used;
‰ contamination of the manufacturing environment;
‰ equipment failure or variations in manufacturing
processes;
‰ losses arising from human error; and
‰ defects in substrates and packaging.
We constantly seek to improve our manufacturing
yields. Typically, for a given level of sales, when our
yields improve our gross margins improve, and when
our yields decrease, our unit costs are higher, our
margins are lower and our operating results are
adversely affected. Costs of product defects and
deviations from required specifications can include the
following:
‰ writing off inventory;
‰ scrapping products that cannot be reworked;
‰ accepting
returns
of
products
that
have
been
shipped;
‰ providing product replacements at no charge;
‰ reimbursement of direct and indirect costs incurred
by our customers in recalling or reworking their
products due to defects in our products;
‰ travel and personnel costs to investigate potential
product quality issues and to identify or confirm the
failure mechanism or root cause of product defects;
and
‰ defending against litigation.
These costs could be significant and could reduce our
gross margins. Our reputation with customers also
could be damaged as a result of product defects and
quality issues, and product demand could be reduced,
which could harm our business and financial results.
We are subject to inventory risks and costs because
we purchase materials and build our products based
on forecasts provided by customers before receiving
purchase orders for the products.
In order to ensure availability of our products for some
of our largest end customers, we purchase materials
and start manufacturing certain products in advance of
receiving purchase orders based on forecasts provided
by these customers. These forecasts, however, do not
represent binding purchase commitments and we do
not recognize sales for these products until they are
shipped to, or consumed by, the customer. As a
result,
we
incur
significant
inventory
and
manufacturing costs in advance of anticipated sales.
Because demand for our products may not materialize,
or may be lower than expected, purchasing materials
and manufacturing based on forecasts subjects us to
heightened risks of higher inventory carrying costs,
increased obsolescence, and higher operating costs.
These
inventory
risks
are
exacerbated
when
our
customers
purchase
indirectly
through
contract
manufacturers or hold component inventory levels
greater than their consumption rate because this
reduces
our
visibility
regarding
the
customers’
accumulated levels of inventory.
In
fiscal
2022,
amidst
industry-wide
supply
constraints, we entered into a long-term capacity
reservation agreement with a foundry supplier to
purchase a certain number of silicon wafers for each
year over a term of five years. In periods subsequent
to
fiscal
2022,
we
experienced
unexpectedly
weakened demand for 5G handsets in China and
EMEA resulting, in part, from measures taken in China
to control the COVID-19 pandemic, and the war in
Ukraine.
As
a
result,
the
minimum
purchase
commitments
in
the
agreement
exceeded
our
forecasted demand and we recorded total charges of
$181.0 million to “Cost of goods sold” over the
course of fiscal 2023 based on the actual and
estimated purchase shortfalls. During fiscal 2024, the
agreement was terminated effective December 31,
2023, and we are no longer obligated to order silicon
wafers from the foundry supplier. Total charges of
$38.4 million were recorded to “Cost of goods sold”
in fiscal 2024, primarily due to a contract termination
14

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
fee. Future circumstances may warrant us to enter
into
similar
agreements,
and
to
the
extent
management’s
estimates
of
anticipated
future
demand are incorrect, we may incur charges which
would have a negative impact on our gross margin and
other operating results.
We sell certain of our products based on reference
designs of chipset suppliers, and our inability to
effectively manage or maintain our relationships with
these companies may have an adverse effect on our
business.
Chipset suppliers are typically large companies that
provide system reference designs for OEMs and ODMs
that include the chipset supplier’s baseband and other
complementary products. A chipset supplier may own
or control IP that gives it a strong market position for
its
baseband
products
for
certain
air
interface
standards, which provides it with significant influence
and control over sales of RF products for these
standards. Chipset suppliers historically looked to us
and our competitors to provide RF products to their
customers as part of the overall system design, and
we competed with other RF companies to have our
products included in the chipset supplier’s system
reference design. This market dynamic has evolved as
chipset suppliers have worked to develop more fully
integrated
solutions
that
include
their
own
RF
technologies and components.
Chipset suppliers may be in a different business from
ours or we may be their customer or direct competitor.
Accordingly, we must balance our interest in obtaining
new business with competitive and other factors.
Because chipset suppliers control the overall system
reference
design,
if
they
offer
competitive
RF
technologies or their own RF solutions as a part of
their reference design and exclude our products from
the
design,
we
are
at
a
distinct
competitive
disadvantage with OEMs and ODMs that are seeking a
turn-key design solution, even if our products offer
superior performance. This requires us to work more
closely with OEMs and ODMs to secure the design of
our products in their handsets and other devices.
Our relationships with chipset suppliers are complex,
and the inability to effectively manage or maintain
these relationships could have an adverse effect on
our
business,
financial
condition
and
results
of
operations.
We operate in a very competitive industry and must
continue to innovate.
We compete with companies primarily engaged in the
business of designing, manufacturing and selling RF
solutions, as well as suppliers of discrete ICs and
modules. In addition to our direct competitors, some
of our largest end customers and leading platform
partners also compete with us to some extent by
designing
and
manufacturing
their
own
products.
Increased
competition
from
any
source
could
adversely affect our operating results through lower
prices for our products, reduced demand for our
products, losses of existing design slots with key
customers and a corresponding reduction in our ability
to
recover
development,
engineering
and
manufacturing costs.
Many of our existing and potential competitors have
entrenched
market
positions,
historical
affiliations
with
OEMs,
considerable
internal
manufacturing
capacity,
established
IP
rights
and
substantial
technological capabilities. In addition, the increasing
use of machine learning and artificial intelligence
(“AI”) to meet evolving industry requirements comes
with inherent risks, including timely adoption and
incorporation of these technologies into our business
strategy
to
stay
competitive.
The
semiconductor
industry
has
experienced
increased
industry
consolidation over the last several years, a trend we
expect to continue. Many of our existing and potential
competitors may have greater financial, technical,
manufacturing or marketing resources than we do.
Further, our competitors may secure substantially
more government incentives and grants, such as
funding
available
to
U.S.
semiconductor
manufacturers under the Creating Helpful Incentives to
Produce Semiconductors and Science Act. We cannot
be sure that we will be able to compete successfully
with our competitors.
Overcapacity could cause us to underutilize our
manufacturing facilities and have a material adverse
effect on our financial performance.
It is difficult to predict future demand for our products
and to estimate future requirements for production
capacity in order to avoid periods of overcapacity.
Fluctuations in the growth rate of industry capacity
relative to the growth rate in demand for our products
also
can
lead
to
overcapacity and
contribute
to
cyclicality in the semiconductor market.
Capacity expansion projects have long lead times and
require capital commitments based on forecasted
product
trends
and
demand
well
in
advance
of
production orders from customers. In recent years, we
have made significant capital investments to expand
our premium filter capacity to address forecasted
future
demand
patterns.
In
certain
cases,
these
capacity additions exceeded the near-term demand
requirements, leading to overcapacity situations and
underutilization of our manufacturing facilities.
As many of our manufacturing costs are fixed, these
costs cannot be reduced in proportion to the reduced
revenue experienced during periods of underutilization.
Global
macroeconomic
conditions
could
create
weakness in demand, which may result in elevated
inventory levels at our customers, underutilization of
our manufacturing facilities and higher inventory costs
which adversely affects our gross margin and other
operating
results.
If
demand
for
our
products
experiences
a
prolonged
decrease,
we
may
be
required to close or idle facilities and write down our
long-lived
assets
or
shorten
the
useful
lives
of
15

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
underutilized
assets
and
accelerate
depreciation,
which would increase our expenses. For example, to
address manufacturing overcapacity, we idled a BAW
manufacturing facility in Texas in fiscal 2021, and
subsequently sold the facility in fiscal 2024. These
actions resulted in impairment charges and other
restructuring-related charges and expenses. To the
extent management’s estimates of anticipated future
demand or production capacity are incorrect, our
manufacturing facilities may be underutilized which
could have a material adverse effect on our financial
performance.
Unfavorable changes in interest rates, pricing of
certain precious metals, utility rates and foreign
currency exchange rates may adversely affect our
financial condition, liquidity and results of
operations.
We may utilize hedging strategies from time to time to
mitigate the impact due to underlying exposures such
as interest rates, precious metal prices, utility rates,
or currency exchange rates. However, the impact from
these
underlying
exposures
cannot
always
be
predicted or hedged, and there can be no assurance
that
our
hedging
strategies
will
be
effective
in
minimizing risk.
Our acquisitions, divestitures and other strategic
investments could fail to achieve our financial or
strategic objectives, disrupt our ongoing business
and adversely impact our results of operations.
As part of our business strategy, we expect to
continue to review potential acquisitions, divestitures
and strategic investments. These opportunities can
enhance our current product offerings, augment our
market coverage or enhance our technical capabilities,
or otherwise offer growth or margin improvement
opportunities. In the event of future acquisitions of
businesses, products or technologies, we could issue
equity
securities
that
would
dilute
our
current
stockholders’ ownership, incur substantial debt or
other
financial
obligations
or
assume
contingent
liabilities. Such actions could harm our results of
operations
or
the
price
of
our
common
stock.
Acquisitions, divestitures and strategic investments
also entail numerous other risks that could adversely
affect our business, results of operations and financial
condition, including:
‰ failure to complete a transaction in a timely manner,
if at all, due to our inability to obtain required
government or other approvals, IP disputes or other
litigation, difficulty in obtaining financing on terms
acceptable to us, or other unforeseen factors;
‰ controls, processes and procedures of an acquired
business may not adequately ensure compliance
with laws and regulations, and we may fail to identify
compliance issues or liabilities;
‰ unanticipated costs, capital expenditures or working
capital requirements;
‰ transaction-related
charges
and
amortization
of
acquired technology and other intangibles;
‰ the potential loss of key employees from a company
we acquire or in which we invest;
‰ diversion
of
management’s
attention
from
our
business;
‰ disruption of our ongoing operations;
‰ dis-synergies or other harm to existing business
relationships with suppliers and customers;
‰ losses
or
impairment
of
investments
from
unsuccessful
research
and
development
by
companies in which we invest;
‰ impairment of acquired intangible assets, goodwill or
other assets as a result of changing business
conditions or technological advancements;
‰ failure
to
successfully
integrate
or
divest
businesses, operations, products, technologies and
personnel;
‰ slower than expected market adoption or attach
rates for any of our new technologies; and
‰ unrealized expected synergies.
Moreover, our resources are limited and our decision
to
pursue
a
transaction
has
opportunity
costs;
accordingly, if we pursue a particular transaction, we
may need to forgo the prospect of entering into other
transactions that could help us achieve our financial
or strategic objectives. Any of these risks could have a
material adverse effect on our business, results of
operations,
financial
condition,
or
cash
flows,
particularly in the case of a large acquisition.
We must attract, retain, and motivate key employees
in order to compete, and our failure to do so could
harm our business and our results of operations.
We must hire and retain qualified employees, continue
to
develop
leaders
for
key
business
units
and
functions,
expand
our
presence
in
international
locations, adapt to cultural norms of foreign locations
and train and motivate our employee base in order to
compete
effectively.
Labor
is
further
subject
to
external factors that are beyond our control, including
our industry’s highly competitive market for skilled
workers and leaders, cost inflation and workforce
participation rates. Our future operating results and
success depend on keeping key technical personnel
and
management
and
expanding
our
sales
and
marketing, R&D and administrative support. We do not
have employment agreements with the vast majority of
our employees. We must also continue to attract
qualified
personnel.
The
competition
for
qualified
personnel is intense, and the number of people with
experience, particularly in RF engineering, software
engineering, integrated circuit and filter design, and
technical
marketing
and
support,
is
limited.
In
addition, existing or new immigration laws, policies or
regulations in the U.S. may limit the pool of available
talent.
Difficulties
obtaining
visas
and
other
restrictions on international travel could make it more
onerous
to
effectively
manage
our
international
operations, operate as a global company or service
our international customer base. Changes in the
interpretation and application of employment-related
laws to our workforce practices may also result in
16

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
increased operating costs and less flexibility in how
we meet our changing workforce needs. Further, any
transition from flexible work arrangements to more
stringent on-site work requirements may result in
higher employee attrition and make it more difficult for
us to compete in the job market. We cannot be sure
that we will be able to attract and retain skilled
personnel
in
the
future,
which
could
harm
our
business and our results of operations.
We are subject to warranty claims, product recalls
and product liability.
From time to time, we may be subject to warranty or
product liability claims that could lead to significant
expense. We may also be exposed to such claims as
a result of any acquisition we may undertake in the
future. Although we maintain reserves for reasonably
estimable liabilities and purchase product liability
insurance, we may elect to self-insure with respect to
certain matters and our reserves may be inadequate
to cover the uninsured portion of such claims.
Product liability insurance is subject to significant
deductibles, and such insurance may be unavailable
or inadequate to protect against all claims. If one of
our customers recalls a product containing one of our
devices, we may incur significant costs and expenses,
including
replacement
costs,
direct
and
indirect
product recall-related costs, diversion of technical and
other resources and reputational harm. Our customer
contracts
typically
contain
warranty
and
indemnification provisions, and in certain cases may
also contain liquidated damages provisions, relating to
product
quality
issues.
The
potential
liabilities
associated with such provisions are significant, and in
some cases, including in agreements with some of our
largest end customers, are potentially unlimited. Any
such liabilities may greatly exceed any revenue we
receive from sale of the relevant products. Costs,
payments or damages incurred or paid by us in
connection with warranty and product liability claims
and product recalls could materially and adversely
affect our financial condition and results of operations.
Changes in our effective tax rate may adversely
impact our results of operations and cash flow.
We
are
subject
to
taxation
in
China,
Germany,
Singapore,
the
U.S.
and
numerous
other
foreign
jurisdictions. Our effective tax rate is subject to
fluctuations and impacted by a number of factors,
including the following:
‰ changes in our overall profitability and the amount of
profit
determined
to
be
earned
and
taxed
in
jurisdictions with differing statutory tax rates;
‰ changes in our operating structure, strategy and
investment decisions;
‰ the resolution of issues arising from tax audits with
various tax authorities, including those described in
Note 14 of the Notes to Consolidated Financial
Statements;
‰ changes in the valuation of either our gross deferred
tax assets or gross deferred tax liabilities;
‰ adjustments to income taxes upon finalization of
various tax returns;
‰ changes
in
expenses
not
deductible
for
tax
purposes;
‰ changes in available tax credits; and
‰ changes in tax laws, domestic and foreign, or the
interpretation of such tax laws and changes in
generally accepted accounting principles.
Any significant increase in our future effective tax
rates could reduce net income and cash flow for future
periods.
The enactment of international or domestic tax
legislation, or changes in regulatory guidance, may
adversely impact our results of operations and cash
flow.
Corporate
tax
reform,
base-erosion
efforts
and
increased
tax
transparency
continue
to
be
high
priorities in many tax jurisdictions in which we have
business
operations.
In
2017,
the
U.S.
enacted
comprehensive tax legislation, commonly referred to
as the Tax Cuts and Jobs Act, which included a
number of changes to U.S. tax laws that impacted us,
including
the
one-time
transition
tax
on
certain
unrepatriated earnings of foreign subsidiaries (the
“Transitional
Repatriation
Tax”)
and
the
Global
Intangible Low-Taxed Income (“GILTI”) provisions, for
which a 50% deduction is currently permitted subject
to certain limitations. This deduction changes to
37.5% for tax years beginning after January 1, 2026.
In
August
2022,
the
U.S.
enacted
the
Inflation
Reduction
Act
(“IRA”),
establishing
a
new
book
minimum tax of 15% on consolidated adjusted GAAP
pre-tax earnings for corporations with average income
in excess of $1 billion. In addition, other countries in
which
we
operate
are
beginning
to
implement
legislation
and
other
guidance
to
align
their
international
tax
rules
with
the
Organization
for
Economic
Co-operation
and
Development’s
Base
Erosion
and
Profit
Shifting
recommendations
and
action plan, which aim to standardize and modernize
global corporate tax policy, including changes to cross-
border
tax,
transfer
pricing
documentation
rules,
nexus-based tax incentive practices, allocating greater
taxing rights to countries where customers are located
and establishing a minimum tax of 15% on global
income. The impact of the global minimum tax regime
(Pillar Two) is effective for us in fiscal 2025 with
additional components becoming effective in fiscal
2026.
Legislative
changes,
interpretations
and
guidance,
and
changes
in
prior
tax
rulings
and
decisions by tax authorities regarding treatments and
positions of corporate income taxes resulting from
these initiatives, could increase complexity and tax
uncertainty, increase our effective tax rate and result
in taxes we previously paid being subject to change,
which may adversely impact our financial position and
results of operations.
17

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Changes in the favorable tax status of our
subsidiaries in Costa Rica and Singapore would have
an adverse impact on our operating results.
Our subsidiaries in Costa Rica and Singapore have
been granted tax holidays that minimize our tax
expense and are expected to be effective through
December 2027 and December 2031, respectively. In
their efforts to deal with budget deficits, governments
around the world are focusing on increasing tax
revenue through increased audits and, potentially,
increased tax rates for corporations. As part of this
effort, governments continue to review their policies
on granting tax holidays. Future changes in our tax
holiday status could have a negative effect on our net
income in future years. The overall benefit derived
from
our
tax
holidays
could
also
be
adversely
impacted by the future implementation of minimum tax
regimes in countries in which we operate.
We are subject to risks associated with social,
environmental, health and safety regulations,
including those related to climate change.
We are subject to a broad array of U.S. and foreign
social, environmental, health and safety laws and
regulations.
Environmental
laws
and
regulations
include those
related to the use, transportation,
storage, handling, emission, discharge and recycling
or
disposal
of
hazardous
materials
used
in
our
manufacturing,
assembly
and
testing
processes.
Additional laws and regulations include those related
to human rights and supply chain due diligence. Such
laws and regulations, as well as the associated
frameworks for reporting, vary greatly by jurisdiction in
which we do business and are continually evolving.
Our failure to comply with any of these existing or
future laws or regulations could result in:
‰ regulatory penalties and fines;
‰ legal liabilities, including financial responsibility for
remedial
measures
if
our
properties
are
contaminated;
‰ expenses
to
secure
required
permits
and
governmental approvals;
‰ reputational damage;
‰ suspension or curtailment of our manufacturing,
assembly and test processes; and
‰ increased costs to acquire pollution abatement or
remediation equipment or to modify our equipment,
facilities or manufacturing processes to bring them
into
compliance
with
applicable
laws
and
regulations.
Existing and future laws and regulations could also
impact our product designs and limit or restrict the
materials or components that are included in our
products.
In
addition,
many
of
our
largest
end
customers require companies within their supply chain
to comply with corporate social responsibility policies
that exceed applicable legal requirements, and often
include employment, human rights, health, safety, and
environmental
initiatives.
Further,
an
increasing
number of investors are also expecting companies to
disclose
environmental,
social
and
governance
(“ESG”) policies, practices and metrics, on topics
such as climate change, carbon emissions, water
usage,
waste
management,
and
human
capital.
Compliance
with
these
policies
increases
our
operating
expenses,
and
non-compliance
can
adversely affect customer and investor relationships
and harm our business and the price of our common
stock.
Regulations in the U.S. currently require that we
determine whether certain materials used in our
products, referred to as conflict minerals, originated in
the Democratic Republic of the Congo or adjoining
countries, or were from recycled or scrap sources. We
may face challenges with government regulators and
our customers and suppliers if we are unable to
sufficiently make any required determination that the
metals used in our products are conflict-free.
New
climate
change
laws
and
regulations
could
require us to change our manufacturing processes or
procure substitute raw materials that may cost more
or be more difficult to procure. In addition, new
restrictions on emissions of carbon dioxide or other
greenhouse gases could result in increased costs for
us and our suppliers. Finally, there is increasing
legislation globally which will require us to align
programs to the expectations of investors, customers
or other stakeholders and disclose an increasing
amount of information and data to illustrate our
position and progress. If we do not adapt our strategy
or execution quickly enough to meet the evolving
expectations
of
our
investors,
customers,
and
regulators, or if our ESG data input, processing and
reporting are incomplete or inaccurate, our business,
financial condition, results of operations, brand and
reputation could be adversely affected.
Risks Related to Our International Sales and
Operations
We are subject to risks from international sales and
operations.
We operate globally with sales offices and R&D
activities as well as manufacturing, assembly and test
facilities in multiple countries, and some of our
business activities are concentrated in Asia. As a
result, we are subject to regulatory, geopolitical and
other risks associated with doing business outside the
U.S., including:
‰ global
and
local
economic,
social
and
political
conditions and uncertainty;
‰ currency
controls
and
currency
exchange
rate
fluctuations;
‰ inflation,
as
well
as
changes
in
existing
and
expected rates of inflation, which vary across the
jurisdictions in which we do business;
‰ formal or informal imposition of export, import or
doing-business
regulations,
including
trade
sanctions, tariffs and other related restrictions;
18

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
‰ labor market conditions and workers’ rights affecting
our
manufacturing
operations
or
those
of
our
customers or suppliers;
‰ disruptions
in
capital
and
securities
and
commodities trading markets;
‰ occurrences of geopolitical crises such as terrorist
activity, armed conflict, civil or military unrest or
political instability, or global hostilities such as the
war in Ukraine and the ongoing conflict in the Middle
East,
may
disrupt
manufacturing,
assembly,
logistics, security and communications and result in
reduced demand for our products;
‰ compliance with laws and regulations that differ
among jurisdictions, including those covering taxes,
IP ownership and infringement, imports and exports,
anti-corruption
and
anti-bribery,
antitrust
and
competition, cybersecurity, data privacy, and social,
environment, health, and safety;
‰ markets for 5G infrastructure not developing in the
manner
or
in
the
time
periods
we
anticipate,
including as a result of unfavorable developments
with evolving laws and regulations worldwide; and
‰ pandemics and similar major health concerns, which
could
adversely
affect
our
business
and
our
customer order patterns.
Sales
to
customers
located
outside
the
U.S.
accounted for approximately 42% of our revenue in
fiscal
2024,
of
which
approximately
19%
was
attributable to sales to customers located in China.
We expect revenue from international sales to China
and other markets will continue to be a significant part
of our total revenue. Any weakness in the Chinese
economy, heightened tensions between the U.S. and
China, China and Taiwan, or other countries, could
result in a decrease in demand for consumer products
that contain our products, which could materially and
adversely affect our business. The imposition by the
U.S.
of
tariffs
on
goods
imported
from
China,
countermeasures imposed by China in response, U.S.
export restrictions on sales of products to China and
other government actions that restrict or otherwise
adversely affect our ability to sell our products to
customers in China may have a material adverse
impact on our business, including our ability to sell
products and to manufacture or source components
and materials.
As a global company, our results are affected by
movements in currency exchange rates. Our exposure
may increase or decrease over time as our foreign
business levels fluctuate in the countries where we
have operations, and these changes could have a
material impact on our financial results. The functional
currency for most of our international operations is the
U.S. dollar. We have foreign operations in Asia, Europe
and Central America. Our international revenue is
primarily
denominated
in
U.S.
dollars.
Operating
expenses and certain working capital items related to
our foreign-based operations are, in some instances,
denominated
in
the
local
foreign
currencies
and
therefore are affected by changes in the U.S. dollar
exchange rate in relation to foreign currencies, such
as
the
Costa
Rican
Colon,
Euro,
Renminbi
and
Singapore Dollar. If the U.S. dollar weakens compared
to these and other currencies, our operating expenses
for foreign operations will be higher when remeasured
back into U.S. dollars.
Economic regulation in China could adversely impact
our business and results of operations.
For
many
years,
the
Chinese
economy
has
experienced
periods
of
rapid
growth
and
wide
fluctuations in the rate of inflation. In response to
these factors, the Chinese government has, from time
to time, adopted measures to regulate growth and to
contain
inflation,
including
currency
controls
and
measures designed to restrict credit, control prices or
set currency exchange rates. Such actions in the
future, as well as other changes in Chinese laws and
regulations, including actions in furtherance of China’s
stated policy of reducing its dependence on foreign
semiconductor manufacturers, could increase the cost
of doing business in China (where a significant portion
of our assembly and test services are performed),
foster the emergence of China-based competitors,
decrease the demand for our products in China and
reduce the supply of critical materials for our products,
which could have a material adverse effect on our
business and results of operations.
Changes in government trade policies, including the
imposition of tariffs and export restrictions, have
limited and could continue to limit our ability to sell
or provide our products and other items to certain
customers and suppliers, which may materially
adversely affect our sales and results of operations.
The U.S. and foreign governments have taken and may
continue
to
take
administrative,
legislative
or
regulatory action that could materially interfere with
our ability to export, reexport, import and transfer
products
and
other
items
to
certain
countries,
particularly China. For example, the imposition of
tariffs has resulted in higher duties owed on certain
products that are imported from China to the United
States.
Furthermore, we have experienced and may continue
to experience restrictions on our ability to export,
reexport, and transfer our products and other items to
certain
foreign
customers
and
suppliers
where
exports, reexports, or transfers of products require
export
licenses
or
are
prohibited
by
government
action. The U.S. government has in the past imposed
export restrictions that effectively banned American
companies
from
exporting,
reexporting,
and
transferring products to certain of our customers, and
imposed significant restrictions on the ability to obtain
export licenses for our products. Such restrictions
could have a continuing negative impact on our future
revenue and results of operations. In addition, our
customers or suppliers affected by U.S. government
sanctions or threats of sanctions may respond by
19

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
developing their own solutions to replace our products
or by adopting our foreign competitors’ solutions and
products. Importantly, governments such as China
have
the
ability
to
impose
countermeasures
in
reaction to increasing U.S. government sanctions and
restrictions imposed on their companies which may
impact our operations and future revenue as the
compliance landscape becomes more challenging.
We cannot predict what further actions may ultimately
be taken with respect to tariffs, export restrictions or
other trade measures between the U.S. and China or
other countries, what products or entities may be
subject to such actions, or what actions may be taken
by other countries in response. The loss of foreign
customers
or
suppliers
or
the
imposition
of
restrictions on our ability to sell or transfer products to
such customers or suppliers as a result of tariffs,
export restrictions or other U.S. regulatory actions
could materially adversely affect our sales, business
and results of operations.
Risks Related to Our Indebtedness
We may not be able to generate sufficient cash to
service all of our debt or to fund capital expenditures
and may be forced to take other actions to satisfy
our debt obligations and financing requirements,
which may not be successful or on terms favorable to
us.
Our ability to make scheduled payments on or to
refinance our debt obligations and to fund working
capital, planned capital expenditures and expansion
efforts and any strategic alliances or acquisitions we
may make in the future depends on our ability to
generate cash in the future and on our financial
condition
and
operating
performance,
which
are
subject
to
prevailing
economic
and
competitive
conditions and to certain financial, business and other
factors beyond our control. We cannot be sure that we
will maintain a level of cash flows from operating
activities sufficient to permit us to pay our debt. If our
cash flows and capital resources are insufficient to
fund our debt service obligations, we may face liquidity
issues and be forced to reduce or delay investments
and capital expenditures, or to sell assets, seek
additional capital or restructure or refinance our debt.
These alternative measures may not be successful
and may not permit us to meet our scheduled debt
service
and
other
obligations.
Additionally,
the
indentures governing our senior notes limit the use of
the proceeds from any disposition; as a result, we
may not be allowed under these documents to use
proceeds from such dispositions to satisfy our debt
service obligations. Further, we may need to refinance
all or a portion of our debt at or before maturity, and
we cannot be sure that we will be able to refinance
any of our debt on commercially reasonable terms or
at all.
The agreements and instruments governing our debt
impose restrictions that may limit our operating and
financial flexibility.
The credit agreement governing our revolving facility
and the indentures governing our senior notes contain
a number of significant restrictions and covenants that
limit our ability to:
‰ incur additional debt;
‰ pay
dividends,
make
other
distributions
or
repurchase or redeem our capital stock;
‰ prepay, redeem or repurchase certain debt;
‰ make loans and investments;
‰ sell, transfer or otherwise dispose of assets;
‰ incur or permit to exist certain liens;
‰ enter
into
certain
types
of
transactions
with
affiliates;
‰ enter into agreements restricting our subsidiaries’
ability to pay dividends; and
‰ consolidate,
amalgamate,
merge
or
sell
all
or
substantially all of our assets.
These covenants could have the effect of limiting our
flexibility in planning for or reacting to changes in our
business and the markets in which we compete. In
addition, our credit agreement requires us to comply
with
a financial maintenance covenant. Operating
results below current levels or other adverse factors,
including a significant increase in interest rates, could
result in our being unable to comply with the financial
covenant contained in our revolving facility. If we
violate covenants under our credit agreement and are
unable to obtain a waiver from our lenders, our debt
under our revolving facility would be in default and
could be accelerated by our lenders. Because of
cross-default
provisions
in
the
agreements
and
instruments governing our debt, a default under one
agreement or instrument could result in a default
under, and the acceleration of, our other debt. If our
debt is accelerated, we may not be able to repay our
debt or borrow sufficient funds to refinance it. Even if
we are able to obtain new financing, it may not be on
commercially reasonable terms, or terms that are
acceptable to us. If our debt is in default for any
reason, our business, financial condition and results
of
operations
could
be
materially
and
adversely
affected. In addition, complying with these covenants
may also cause us to take actions that are not
favorable to holders of the notes and may make it
more difficult for us to successfully execute our
business strategy and compete against companies
that are not subject to such restrictions.
Risks Related to Intellectual Property, Cybersecurity,
Information Technology and Data Privacy
We rely on our intellectual property portfolio and may
not be able to successfully protect against the use of
our intellectual property by third parties.
We rely on a combination of patents, trademarks,
trade
secret
laws,
confidentiality
procedures
and
licensing arrangements to protect our IP rights. We
cannot be certain that patents will be issued from any
20

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
of our pending applications or that patents will be
issued in all countries where our products can be
sold. Further, we cannot be certain that any claims
allowed from pending applications will be of sufficient
scope or strength to provide meaningful protection
against our competitors. Our competitors may also be
able to design around our patents.
The laws of some countries in which our products are
developed, manufactured or sold may not protect our
products or IP rights to the same extent as U.S. laws.
This increases the possibility of misappropriation or
infringement of our technology and products. Although
we intend to vigorously defend our IP rights, we may
not
be
able
to
prevent
misappropriation
of
our
technology. Additionally, our competitors may be able
to independently develop non-infringing technologies
that are substantially equivalent or superior to ours.
The use of AI and machine learning applications by our
employees may also increase the risk of unintended or
inadvertent transmission of proprietary or sensitive
information.
We may need to engage in legal actions to enforce or
defend our IP rights. Generally, IP litigation is both
expensive and unpredictable. Our involvement in IP
litigation could divert the attention of our management
and technical personnel and have a material, adverse
effect on our business.
We may be subject to claims of infringement of third-
party intellectual property rights.
Our operating results may be adversely affected if
third parties were to assert claims that our products
infringed their patent, copyright or other IP rights. Such
assertions could lead to expensive and unpredictable
litigation, diverting the attention of management and
technical personnel. An unsuccessful result in any
such litigation could have adverse effects on our
business, which may include injunctions, exclusion
orders
and royalty
payments
to
third
parties.
In
addition, if one of our customers or another supplier
to one of our customers were found to be infringing on
third-party IP rights, such a finding could adversely
affect the demand for our products.
Security breaches, failed system upgrades or regular
maintenance and other disruptions to our IT systems,
or other misappropriation of proprietary information
could expose us to liability or disrupt our ability to
operate critical business functions, which would
cause our business and reputation to suffer.
We rely on trade secrets, technical know-how and
other unpatented proprietary information relating to
our product development and manufacturing activities
to provide us with competitive advantages. We protect
this
information
by
entering
into
confidentiality
agreements
with
our
employees,
consultants,
strategic partners and other third parties. We also
design our computer systems
and networks and
implement various procedures to restrict unauthorized
access
to,
or
dissemination
of,
our
proprietary
information.
We face internal and external data security threats.
Current, departing or former employees or third parties
could
attempt
to
improperly
use
or
access
our
computer systems and networks to copy, obtain or
misappropriate
our
proprietary
information
or
otherwise interrupt our business.
We are also subject to significant system or network
disruptions
from
numerous
causes,
including
computer
viruses
and
other
cyber-attacks,
facility
access issues, new system implementations and
energy blackouts. Geopolitical tensions or conflicts,
such as the ongoing war between Russia and Ukraine
and the tensions between China and Taiwan, may
create a heightened risk of cybersecurity incidents.
We have, from time to time, experienced threats to
and breaches of our data and systems. Security
breaches, computer malware, phishing, spoofing and
other cyber-attacks have become more prevalent and
sophisticated in recent years. Because the techniques
used by computer hackers and others to access or
sabotage networks constantly evolve and generally are
not recognized until launched against a target, we may
be unable to anticipate, detect, or counter all of these
techniques
or
identify
all
security
vulnerabilities.
Evolving AI capabilities could be used in new and
significantly
more
sophisticated
ways
to
identify
vulnerabilities, craft targeted social engineering and
fraud attempts, generate malicious code and launch
phishing attempts or other cyber-attacks. As a result,
our and our customers’ proprietary information may be
misappropriated, and the impact of any future incident
cannot be predicted. Any misappropriation could harm
our competitive position, result in a loss of customer
confidence in the adequacy of our threat mitigation
and detection processes and procedures, cause us to
incur significant costs to remedy the damages caused
by the incident and divert management and other
resources. We routinely implement improvements to
our network security safeguards and we are devoting
increasing resources to the security of our IT systems.
We
cannot,
however,
assure
that
such
system
improvements will be sufficient to prevent or limit the
damage
from
any
future
cyber-attack
or
network
disruptions.
Furthermore,
we
rely
on
products
and
services
provided by third-party suppliers, which may include
open-source code, to operate certain critical business
systems,
including
without
limitation,
cloud-based
infrastructure,
encryption
and
authentication
technology, employee email and other functions, which
exposes us to supply chain attacks or other business
disruptions. The use of AI applications could increase
the risk of cybersecurity incidents, such as through
unintended or inadvertent transmissions of proprietary
or sensitive information. We cannot guarantee that
third parties and infrastructure in our supply chain or
our
partners’
supply
chains
have
not
been
21

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
compromised or that they do not contain exploitable
defects or bugs that could result in a breach of or
disruption to our IT systems, including our products
and services, or the third-party IT systems that support
our
services.
Our
ability
to
identify
all
security
vulnerabilities
and
monitor
these
third-parties’
information security practices is limited, and these
third parties may not have adequate information
security measures in place. In addition, if one of our
third-party suppliers suffers a security breach, our
response may be limited or more difficult because we
may not have direct access to their systems, logs and
other information related to the security breach.
If any of our systems are damaged, fail to function
properly or otherwise become unavailable, we may
incur substantial costs to repair or replace them and
may experience loss or corruption of critical data and
interruptions or delays in our ability to perform critical
functions, which could adversely affect our business
and results of operations. Furthermore, the costs
related to cyber-attacks or other security threats or
computer systems disruptions typically would not be
fully insured or indemnified by others. Our efforts to
comply with evolving laws and regulations related to
cybersecurity incidents may be costly, and any failure
to comply could result in investigations, proceedings,
lawsuits and reputational damage. Occurrence of any
of the events described above could also result in loss
of competitive advantages derived from our R&D
efforts or our IP. Moreover, these events may result in
the
early
obsolescence
of
our
products,
product
development delays, or diversion of the attention of
management and key IT and other resources, or
otherwise
adversely
affect
our
operations
and
reputation.
We may be subject to theft, loss, or misuse of
personal data by or about our employees, customers
or other third parties, which could increase our
expenses, damage our reputation, or result in legal
or regulatory proceedings.
In the ordinary course of our business, we have
access to sensitive, confidential or personal data or
information regarding our employees and others that
is subject to privacy and security laws and regulations,
as well as our own policies and standards. The theft,
loss, or misuse of personal data collected, used,
stored, or transferred by us to run our business, or by
our third-party service providers, including business
process software applications providers and other
vendors that have access to sensitive data, could
result in damage to our reputation, disruption of our
business activities, significantly increased business
and security costs or costs related to defending legal
claims.
Global privacy legislation, enforcement and policy
activity in this area are rapidly expanding and creating
a complex regulatory compliance environment. For
example, the European Union has adopted the General
Data Protection Regulation (“GDPR”), which requires
companies to comply with rules regarding the handling
of personal data, including its use, protection and the
ability of persons whose data is stored to correct or
delete such data about themselves. Failure to meet
GDPR requirements could result in penalties of up to
4% of worldwide revenue. China has also implemented
laws and regulations requiring companies’ IT security
environment to
meet certain standards and may
require
unique
certifications.
In
addition,
the
interpretation and application of consumer and data
protection laws in the U.S., Europe and elsewhere are
often uncertain and fluid and may be interpreted and
applied in a manner that is inconsistent with our data
practices. Complying with these changing laws has
caused, and could continue to cause, us to incur
substantial costs which could have an adverse effect
on our business and results of operations. Further,
failure to comply with existing or new rules may result
in significant penalties or orders to stop the alleged
non-compliant activity. Finally, even our inadvertent
failure to comply with federal, state, or international
privacy-related or data protection laws and regulations
could
result
in
audits,
regulatory
inquiries
or
proceedings against us by governmental entities or
others.
Risks Related to Owning our Common Stock
Our certificate of incorporation and bylaws and the
General Corporation Law of the State of Delaware
may discourage takeovers and business
combinations that our stockholders might consider
to be in their best interests.
Certain
provisions
in
our
amended
and
restated
certificate of incorporation and amended and restated
bylaws may have the effect of delaying, deterring,
preventing or rendering more difficult, a change in
control of Qorvo that our stockholders might consider
to be in their best interests. These provisions include:
‰ granting to the board of directors’ sole power to set
the number of directors and fill any vacancy on the
board of directors, whether such vacancy occurs as
a result of an increase in the number of directors or
otherwise;
‰ the ability of the board of directors to designate and
issue one or more series of preferred stock without
stockholder approval, the terms of which may be
determined at the sole discretion of the board of
directors;
‰ the inability of stockholders to call special meetings
of stockholders;
‰ establishment of advance notice requirements for
stockholder proposals and nominations for election
to the board of directors at stockholder meetings;
and
‰ the
inability
of
stockholders
to
act
by
written
consent.
In addition, the General Corporation Law of the State
of
Delaware
contains
provisions
that
regulate
“business combinations” between corporations and
interested stockholders who own 15% or more of the
22

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
corporation’s
voting
stock,
except
under
certain
circumstances.
These
provisions
could
also
discourage potential acquisition proposals and delay
or prevent a change in control.
These provisions may prevent our stockholders from
receiving the benefit of any premium to the market
price of our common stock offered by a bidder in a
takeover context and may also make it more difficult
for a third party to replace directors on our board of
directors. Further, the existence of these provisions
may adversely affect the prevailing market price of our
common stock if they are viewed as discouraging
takeover attempts in the future.
The price of our common stock has recently been
and may in the future be volatile.
The price of our common stock, which is traded on the
Nasdaq Global Select Market, has been and may
continue
to
be
volatile
and
subject
to
wide
fluctuations. In addition, the trading volume of our
common stock may fluctuate and cause significant
price variations to occur. Some of the factors that
could cause fluctuations in the stock price or trading
volume of our common stock include:
‰ general
market
and
economic
and
political
conditions,
including
market
conditions
in
the
semiconductor industry;
‰ actual or expected variations in quarterly operating
results;
‰ pandemics, such as the COVID-19 pandemic and
similar major health concerns;
‰ differences between actual operating results and
those
expected
by
management,
investors
and
analysts;
‰ changes in recommendations by securities analysts,
social media or press;
‰ operations and stock performance of competitors
and major customers;
‰ accounting charges, including charges relating to the
impairment of goodwill and restructuring;
‰ significant acquisitions, strategic alliances, capital
commitments, or new products announced by us or
by our competitors;
‰ differences, whether actual or perceived, between
our corporate social responsibility and ESG practices
and disclosure and investor expectations;
‰ sales of our common stock, including sales by our
directors and officers or significant investors;
‰ repurchases of our common stock;
‰ recruitment or departure of key personnel; and
‰ loss of key customers.
We cannot assure that the price of our common stock
will not fluctuate or decline significantly in the future.
In
addition,
the
stock
market
in
general
can
experience considerable price and volume fluctuations
that are unrelated to our performance.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
We recognize the critical importance of maintaining
the safety and security of our systems and data and
have a cross-organizational approach to addressing
cybersecurity risk. We are committed to maintaining
robust governance and oversight of cybersecurity risk
and
have
implemented
mechanisms,
controls,
technologies and processes designed to help us
assess, identify and manage these risks. The Board of
Directors, its Audit Committee and our management,
including our Chief Information Officer (“CIO”) and
Chief Information Security Officer (“CISO”), contribute
to our cybersecurity and risk management processes
designed to help us respond in a timely and effective
manner to emerging threats in a dynamic cybersecurity
landscape.
Cybersecurity
risks
are
identified as
part
of our
Enterprise Risk Management Program and regular
cybersecurity assessment and planning. We aim to
incorporate industry best practices throughout our
cybersecurity
program.
Our
cybersecurity
strategy
focuses
on
implementing
effective
and
efficient
controls, technologies and other processes to assess,
identify and manage cybersecurity risks. We engage
with industry groups for benchmarking and awareness
of cybersecurity best practices. We monitor internal
and external cybersecurity developments that may
affect our systems and our supply chain partners’
systems, and have procedures to assess those issues
for potential cybersecurity impact or risk.
The
Audit
Committee
oversees
management’s
processes
for
identifying
and
mitigating
risks,
including cybersecurity risks, to help align our risk
exposure
with
our
strategic
objectives.
Senior
leadership, our CIO and our CISO regularly brief the
Audit Committee on cybersecurity matters. In its
oversight role, the Audit Committee receives reports
on
cybersecurity,
including
internal
and
external
cybersecurity audits, on at least a quarterly basis. We
have procedures led by our CISO which govern our
assessment, response and notification of internal and
external parties upon the occurrence of a cybersecurity
incident. Depending on the nature and severity of an
incident,
this
process
provides
for
escalating
notification to our executive team, to evaluate the
overall impact and appropriate or required external
notifications. Based on its nature and severity, the
Audit Committee would be informed of an incident by
our executive team.
Our
CISO
reports
to
the
CIO
and
is
generally
responsible for management of cybersecurity risk and
the protection and defense of our networks and
systems. The CISO works with a team of cybersecurity
professionals with broad experience and expertise,
including in cybersecurity threat assessments and
detection,
mitigation
technologies,
cybersecurity
training, incident response, cyber forensics, insider
threats
and
regulatory
compliance.
This
team
manages
and
works
to
enhance
the
IT
security
23

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
structure
with
the
goal
of
preventing
significant
cybersecurity incidents and increasing the resilience of
our systems to minimize the business impact should
an incident occur. Our CISO is informed about and
monitors
prevention,
detection,
mitigation
and
remediation efforts through regular communication
and reporting from professionals on the information
security team. We have devoted significant financial
and personnel resources to implement and maintain
security measures to meet regulatory requirements,
customer
expectations,
business
priorities
and
emerging
cybersecurity
risks,
and
we
expect
to
continue to make investments to maintain the security
of our data and infrastructure. The underlying controls
of the cyber risk management program are based on
industry standards for cybersecurity and IT, including
the National Institute of Standards and Technology
(“NIST”) frameworks and ISO 27001 requirements,
although
this
does
not
mean
that
we
meet
all
technical standards, specifications or requirements
under NIST or ISO 27001 standards.
In addition, we provide awareness training to our
employees
to
help
identify,
avoid
and
mitigate
cybersecurity threats and to remind them of the
importance of handling and protecting our information.
We engage third-parties to conduct evaluations of our
security controls, including testing both the design and
operational effectiveness of our controls. We also
participate in cybersecurity information-sharing with
our peers, industry groups and government agencies.
We rely heavily on our supply chain to deliver our
products
and
services
to
our
customers,
and
a
cybersecurity incident at a supplier, subcontractor or
business partner could materially adversely impact us.
We require our key suppliers to comply with our
security terms and conditions, in addition to any
requirements from our customers, as a condition of
doing business with us and require each to notify us in
the event of any known or suspected cyber incident.
We face numerous cybersecurity risks in connection
with our business. Such risks can impact our systems,
results of operations and financial condition. We have,
from
time
to
time,
experienced
threats
to
and
breaches of our data and systems, including malware,
ransomware and computer viruses. Our customers,
suppliers, subcontractors and business partners face
similar
cybersecurity
threats,
and
a
cybersecurity
incident impacting us or any of these entities could
materially
adversely
affect
our
operations,
performance and results of operations. As of the date
of this Form 10-K, we have not identified any risks
from
cybersecurity
threats
that
have
materially
affected
our
business
strategy,
our
results
of
operations
or
our
financial
condition.
For
more
information about the cybersecurity risks we face and
the potential impacts on our Company due to a
cybersecurity incident, please refer to Item 1A — Risk
Factors — “Risks Related to Intellectual Property,
Cybersecurity and Information Technology and Data
Privacy”.
24

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
ITEM 2. PROPERTIES.
Our corporate headquarters (owned) is located in Greensboro, North Carolina.
The following table sets forth our primary production facilities as of March 30, 2024:
Location
Owned/Leased
Primary Function
Greensboro, North Carolina
Owned
Wafer fabrication
Hillsboro, Oregon
Owned
Wafer fabrication
Richardson, Texas
Owned
Wafer fabrication, assembly and test
Beijing, China (1)
Owned
Module assembly and test
Dezhou, China
Leased
Module assembly and test
Heredia, Costa Rica
Owned
Module and filter assembly and test
Nuremberg, Germany
Leased
Packaging and test
(1) We hold land-use rights for the land associated with this property.
In the third quarter of fiscal 2024, we entered into a definitive agreement with Luxshare to divest our assembly and
test operations in Beijing and Dezhou. In connection with this transaction, which was completed on May 2, 2024,
Luxshare is providing assembly and test services to us under a long-term supply agreement.
In fiscal 2021, we idled a BAW manufacturing facility (owned) in Farmers Branch, Texas, which was subsequently
sold in fiscal 2024.
We believe our properties have been well-maintained, are in sound operating condition and contain all equipment
and facilities necessary to operate at present levels. While we believe all our facilities are suitable and adequate
for our present purposes, we continually evaluate our business and facilities and may decide to expand, add or
dispose of facilities in the future. The majority of our production facilities are shared by our operating segments.
ITEM 3. LEGAL PROCEEDINGS.
See the information under the heading “Legal Matters” in Note 12 of the Notes to Consolidated Financial
Statements.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
Our common stock is traded on the Nasdaq Global Select Market under the symbol “QRVO.” As of May 13, 2024,
there were 618 holders of record of our common stock, which does not include beneficial owners of stock held in
street name (i.e., through a brokerage firm, bank, broker-dealer, trust or other similar organization).
We have never declared or paid any dividends on our common stock. We currently intend to retain any future
earnings to invest in the growth and operation of our business and do not intend to pay any dividends for the
foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our
Board of Directors.
The following graph and table compare the cumulative total shareholder return of our common stock, the S&P 500
Index and the S&P 500 Semiconductors Index for the five years ended March 30, 2024. The graph and table
assume an initial investment of $100 was made on March 30, 2019 in each of our common stock and the
indexes, reflecting compounded daily returns as well as reinvestment of all dividends. The indexes are reweighted
daily using the market capitalization on the previous trading day. The comparisons in the graph and table are based
on historical data and are not indicative of, or intended to forecast, the possible future performance of our common
stock.
25

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Qorvo, Inc., the S&P 500 Index and the S&P 500 Semiconductors Index
$0
$100
$200
$300
$400
$500
$600
Qorvo, Inc.
S&P 500
S&P 500 Semiconductors
3/30/19
3/30/24
4/1/23
4/2/22
4/3/21
3/28/20
March 30,
2019
March 28,
2020
April 3,
2021
April 2,
2022
April 1,
2023
March 30,
2024
Qorvo, Inc.
$100.00
$112.49
$268.93
$169.40
$141.60
$160.09
S&P 500
$100.00
$ 93.02
$145.44
$168.20
$155.20
$201.57
S&P 500 Semiconductors
$100.00
$106.69
$188.30
$240.08
$232.90
$494.08
The graph and the table above shall not be deemed “filed” with the SEC for the purpose of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by
reference in any filings made by us with the SEC, regardless of any general incorporation language in such filing.
26

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Issuer Purchases of Equity Securities
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)
December 31, 2023 to January 27, 2024
139
$105.32
139
$1,390.3
January 28, 2024 to February 24, 2024
368
110.29
368
1,349.7
February 25, 2024 to March 30, 2024
388
115.38
388
1,305.0
Total
895
$111.72
895
$1,305.0
On November 2, 2022, we announced that our Board of Directors authorized a new 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 the current 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. Refer to
Note 17 of the Notes to Consolidated Financial Statements for further discussion of our share repurchase program.
As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the
IRA. The excise tax is recognized as part of the cost basis of shares acquired in the Consolidated Statements of
Stockholders’ Equity for fiscal years 2024 and 2023 and is excluded from amounts presented above.
ITEM 6.
[RESERVED]
27

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, our
audited consolidated financial statements, including the notes thereto, set forth in Part II, Item 8 of this report.
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 OEMs and ODMs in three
reportable operating segments: HPA, CSG and ACG. HPA is a leading global supplier of RF, analog mixed signal and
power management solutions. CSG is a leading global supplier of connectivity and sensor solutions, with broad
expertise spanning UWB, Matter, Bluetooth Low Energy, Zigbee, Thread, Wi-Fi, cellular IoT and MEMS-based sensors.
ACG is a leading global supplier of cellular RF solutions for smartphones, wearables, laptops, tablets and other devices.
Fiscal 2024 Overview
‰ Revenue increased 5.6% in fiscal 2024 to $3,769.5 million, compared to $3,569.4 million in fiscal 2023, driven
by content gains at our largest end customer and higher demand for our defense and aerospace products.
‰ Gross margin for fiscal 2024 was 39.5%, compared to 36.3% in fiscal 2023, driven by lower charges associated
with a long-term capacity reservation agreement and improved factory utilization.
‰ Operating income was $91.7 million in fiscal 2024, compared to $183.2 million in fiscal 2023. This decrease
was driven by goodwill impairment charges.
‰ Net loss per share was $0.72 for fiscal 2024, compared to net income per diluted share of $1.00 for fiscal 2023.
‰ Operating activities in fiscal 2024 generated cash of $833.2 million, compared to $843.2 million in fiscal 2023.
‰ Capital expenditures were $127.2 million in fiscal 2024, compared to $159.0 million in fiscal 2023.
‰ We recorded $221.4 million in goodwill impairment charges due to revisions in long-term forecasts for a reporting
unit within the CSG operating segment.
‰ We completed the acquisition of Anokiwave for a purchase price of $83.0 million, net of cash acquired.
‰ We repurchased approximately 4.0 million shares of our common stock for approximately $403.0 million.
‰ We repurchased $60.3 million of the principal amount of our 1.750% senior notes due 2024 (the “2024 Notes”),
plus accrued and unpaid interest, on the open market.
‰ We entered into a definitive agreement with Luxshare to divest our assembly and test operations in China.
RESULTS OF OPERATIONS
Consolidated
The table below presents a summary of our results of operations for fiscal years 2024 and 2023 along with a year-
over-year comparison. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended April 1, 2023, filed with the
SEC on May 19, 2023, which is incorporated by reference herein, for a summary of our results of operations for the
fiscal year ended April 2, 2022 along with a year-over-year comparison between fiscal years 2023 and 2022.
Fiscal
2024
% of
Revenue
Fiscal
2023
% of
Revenue
Increase
(Decrease)
Percentage
Change
(In thousands, except percentages)
Revenue
$3,769,506
100.0% $3,569,399
100.0%
$200,107
5.6%
Cost of goods sold
2,281,011
60.5
2,272,457
63.7
8,554
0.4
Gross profit
1,488,495
39.5
1,296,942
36.3
191,553
14.8
Research and development
682,249
18.1
649,841
18.2
32,408
5.0
Selling, general and administrative
389,140
10.3
358,790
10.1
30,350
8.5
Other operating expense (1)
325,405
8.7
105,143
2.9
220,262
209.5
Operating income
$
91,701
2.4% $
183,168
5.1%
$ (91,467)
(49.9)%
(1) Other operating expense includes goodwill impairment charges of $221.4 million and $12.4 million for fiscal years 2024 and 2023,
respectively.
REVENUE
The increase in consolidated revenue resulted from a $394.2 million increase in ACG revenue and decreases in
revenue of $154.2 million and $39.8 million, in HPA and CSG, respectively, which are further discussed in our
Operating Segments results below.
We provide products to our largest end customer (Apple) through sales to multiple contract manufacturers, which in
the aggregate accounted for approximately 46% and 37% of total revenue in fiscal years 2024 and 2023,
respectively. Samsung accounted for approximately 12% of total revenue in both fiscal years 2024 and 2023.
These customers primarily purchase RF solutions for a variety of mobile devices.
28

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
International shipments amounted to $1,593.6 million
in
fiscal
2024
(approximately
42%
of
revenue)
compared
to
$1,751.4
million
in
fiscal
2023
(approximately 49% of revenue). Shipments to Asia
totaled $1,505.3 million in fiscal 2024 (approximately
40% of revenue) compared to $1,549.0 million in
fiscal 2023 (approximately 43% of revenue).
GROSS MARGIN
The increase in gross margin in fiscal 2024 was driven
by lower charges associated with a long-term capacity
reservation
agreement
and
improved
factory
utilization.
In fiscal 2022, we entered into a long-term capacity
reservation agreement with a foundry supplier to
purchase a certain number of wafers through calendar
year 2025. During fiscal 2023, the agreement was
amended to extend the term through calendar year
2026, and we recorded charges of $181.0 million to
“Cost
of goods sold” based on the actual and
estimated purchase shortfalls. During fiscal 2024, the
agreement was terminated effective December 31,
2023, and we are no longer obligated to order silicon
wafers from the foundry supplier. Total charges of
$38.4 million were recorded to “Cost of goods sold”
in
the
fiscal
2024
Consolidated
Statement
of
Operations, primarily due to a contract termination
fee.
OPERATING EXPENSES
Research and Development
R&D expense increased in fiscal 2024 as compared
to fiscal 2023 driven by $33.5 million of higher
employee-related
costs
(including
salaries
and
benefits,
incentive-based
cash
compensation
and
stock-based compensation expense).
Selling, General and Administrative
Selling, general and administrative expense increased
in fiscal 2024 as compared to fiscal 2023 due to
$16.7
million
of
higher
employee-related
costs
(including salaries and benefits, incentive-based cash
compensation
and
stock-based
compensation
expense) and $11.8 million of higher professional
fees.
Other Operating Expense
In fiscal 2024, we recorded goodwill impairment
charges
of
$221.4
million,
restructuring-related
charges
of
$92.8
million
and
$12.0
million
of
consulting
expenses
associated
with
a
multiyear
project to upgrade the core systems we use to run our
business.
In
fiscal
2023,
we
recorded
goodwill
impairment
charges
of
$12.4
million
and
$114.1 million in other restructuring-related charges.
Refer to Note 7 of the Notes to Consolidated Financial
Statements
for additional information on goodwill
impairment charges and Note 13 of the Notes to
Consolidated
Financial
Statements
for
additional
information on restructuring-related charges.
Operating Segments
High Performance Analog
Fiscal
2024
Fiscal
2023
Dollar
Change
Percentage
Change
(In thousands, except percentages)
Revenue
$572,953
$727,187
$(154,234)
(21.2)%
Operating income
82,501
198,820
(116,319)
(58.5)
Operating income as a % of revenue
14.4%
27.3%
The $154.2 million decrease in HPA revenue was attributable to $135.5 million and $67.6 million decreases in
infrastructure and power management revenue, respectively, driven by challenges in the global macroeconomic
environment which negatively impacted demand for products in these markets in the first half of fiscal 2024. Over
the course of fiscal 2024, demand for these products was also negatively impacted by higher channel inventory.
The decrease in revenue was partially offset by a $44.5 million increase in defense and aerospace revenue.
The decrease in HPA operating income was driven by lower revenue, the sale of products that were manufactured
during periods of lower factory utilization and higher inventory-related charges.
Connectivity and Sensors Group
Fiscal
2024
Fiscal
2023
Dollar
Change
Percentage
Change
(In thousands, except percentages)
Revenue
$434,537
$474,364
$(39,827)
(8.4)%
Operating loss
(88,649)
(72,080)
(16,569)
(23.0)
Operating loss as a % of revenue
(20.4)%
(15.2)%
The $39.8 million decrease in CSG revenue was attributable to a $43.0 million decrease in our connectivity
components revenue. Challenges in the global macroeconomic environment negatively impacted demand for our
29

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
connectivity components in the first half of fiscal 2024. In the second half of fiscal 2024, channel inventory levels
improved and shipments of our connectivity components increased.
The increase in CSG operating loss was due to lower revenue and an increase in operating expenses of
$6.2 million. The increase in operating expenses was driven by employee-related costs (including salaries and
benefits, as well as incentive-based cash compensation).
Advanced Cellular Group
Fiscal
2024
Fiscal
2023
Dollar
Change
Percentage
Change
(In thousands, except percentages)
Revenue
$2,762,016
$2,367,848
$394,168
16.6%
Operating income
727,906
627,708
100,198
16.0
Operating income as a % of revenue
26.4%
26.5%
The $394.2 million increase in ACG revenue was driven by content gains at our largest end customer. Challenges
in the global macroeconomic environment negatively impacted demand for our advanced cellular products for mass
market smartphones in the first half of fiscal 2024. Over the course of fiscal 2024, channel inventory levels
improved, and in the second half of fiscal 2024 shipments of our advanced cellular products for mass market
smartphones increased to more closely align with end market demand.
The increase in ACG operating income was driven by higher revenue as described above. In fiscal 2024, ACG
incurred additional product development costs and employee-related costs as a result of increased investment in
developing new technologies and products; however, operating expenses as a percentage of revenue decreased by
1.5%.
Refer to Note 18 of the Notes to Consolidated Financial Statements for a reconciliation of segment operating
income to the consolidated operating income for fiscal years 2024, 2023 and 2022.
INTEREST, OTHER INCOME AND INCOME TAXES
Fiscal Year
2024
2023
(In thousands)
Interest expense
$ (69,245) $(68,463)
Other income, net
51,104
9,924
Income tax expense
(143,882)
(21,477)
Interest expense
During fiscal years 2024 and 2023, we recorded
interest expense primarily related to the 4.375%
senior notes due 2029 (the “2029 Notes”), the
3.375% senior notes due 2031 (the “2031 Notes”)
and
the
2024
Notes.
Interest
expense
in
the
preceding table for fiscal years 2024 and 2023 is net
of capitalized interest of $2.9 million and $3.9 million,
respectively.
Other income, net
During fiscal 2024, we recorded interest income of
$38.3 million, losses of $1.2 million based on our
share of the earnings from our limited partnership
investments and a net gain on debt extinguishment of
$1.8
million.
Interest
income
increased
by
$17.2 million in fiscal 2024 compared to fiscal 2023
primarily due to higher interest rates on our cash
balances. In addition, the fair value of invested funds
under our non-qualified deferred compensation plan
increased
by
$9.9
million
(excluding
participant
contributions and withdrawals). Refer to Note 11 of
the Notes to Consolidated Financial Statements for
additional
information
regarding
our
non-qualified
deferred compensation plan.
During fiscal 2023, we recorded interest income of
$21.1 million, losses of $4.2 million based on our
share of the earnings from our limited partnership
investments
and
impairments
and
losses
of
$7.8 million from other investments.
Income tax expense
Income
tax
expense
for
fiscal
2024
was
$143.9 million, which was primarily comprised of tax
expense related to international operations generating
pre-tax book income and the impact of GILTI, offset by
a tax benefit related to domestic and international
operations
generating
pre-tax
book
losses
and
domestic tax credits. During fiscal 2024, we also
incurred incremental tax expense associated with the
reversal of our permanent reinvestment assertion
related to a fiscal 2024 restructuring initiative. This
resulted in an annual effective tax rate of 195.6% for
fiscal 2024.
Income tax expense for fiscal 2023 was $21.5 million,
which was primarily comprised of tax expense related
to international operations generating pre-tax book
income and the impact of GILTI (including the effects
of the capitalization and amortization of research and
development
expenses
which
were
previously
expensed for U.S. tax purposes), offset by a tax
benefit
related
to
domestic
and
international
operations
generating
pre-tax
book
losses
and
domestic tax credits. This resulted in an annual
effective tax rate of 17.2% for fiscal 2023.
A valuation allowance has been established against
deferred tax assets in the taxing jurisdictions where,
30

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
based
upon
the
positive
and
negative
evidence
available, it is more likely than not that the related
deferred tax assets will not be realized. Realization is
dependent upon generating future income in the taxing
jurisdictions in which the operating loss carryovers,
credit carryovers, depreciable tax basis and other
deferred tax assets exist. Management reevaluates
the ability to realize the benefit of these deferred tax
assets on a quarterly basis. As of the end of fiscal
years
2024
and
2023,
the
valuation
allowance
against domestic and foreign deferred tax assets was
$43.6 million and $35.9 million, respectively.
Refer to Note 14 of the Notes to Consolidated
Financial
Statements
for
additional
information
regarding income taxes.
STOCK-BASED COMPENSATION
Under Accounting Standards Codification (“ASC”) 718,
“Compensation – Stock Compensation,” stock-based
compensation cost is measured at the grant date,
based on the estimated fair value of the award using
an option pricing model for stock options (Black-
Scholes) and market price for restricted stock units
and is recognized as expense over the employee’s
requisite service period.
As of March 30, 2024, total remaining unearned
compensation cost related to unvested restricted
stock
units
was
$159.4
million,
which
will
be
amortized over the weighted-average remaining service
period of approximately 1.4 years.
Refer to Note 16 of the Notes to Consolidated
Financial
Statements
for
additional
information
regarding stock-based compensation.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated by operations is our primary source of
liquidity. As of March 30, 2024, we had working
capital of approximately $1,215.9 million, including
$1,029.3
million
in
cash
and
cash
equivalents,
compared
to
working
capital
of
approximately
$1,474.0 million, including $808.8 million in cash and
cash equivalents, as of April 1, 2023.
Our
$1,029.3
million
of
total
cash
and
cash
equivalents
as
of
March
30,
2024,
includes
$752.0 million held by our foreign subsidiaries, of
which $507.5 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 in the future 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. During
fiscal 2024, we repurchased $60.3 million of the
principal amount of our 2024 Notes, plus accrued and
unpaid interest, on the open market. The remaining
principal amount of the 2024 Notes of $439.7 million
is included in “Current portion of long-term debt” in
the Consolidated Balance Sheet as of March 30,
2024.
Credit Agreement
On September 29, 2020, we and certain of our U.S.
subsidiaries (the “Guarantors”) entered into a five-year
unsecured senior credit facility pursuant to a credit
agreement
(as
amended,
restated,
modified
or
otherwise supplemented from time to time, the “2020
Credit Agreement”) with Bank of America, N.A., acting
as administrative agent, and a syndicate of lenders.
The 2020 Credit Agreement amended and restated
the
previous
credit
agreement
dated
as
of
December 5, 2017. The 2020 Credit Agreement
included a senior revolving line of credit (the “2020
Revolving Facility”) of up to $300.0 million and a
senior term loan that was fully repaid in fiscal 2022.
The 2020 Revolving Facility was available to finance
working capital, capital expenditures and other general
corporate purposes.
During fiscal years 2024 and 2023, there were no
borrowings under the 2020 Revolving Facility.
The
2020
Credit
Agreement
contained
various
conditions, covenants and representations with which
we had to be in compliance in order to borrow funds
and to avoid an event of default. As of March 30,
2024, we were in compliance with these covenants.
Refer to Note 10 of the Notes to Consolidated
Financial Statements for further information about the
2020 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 “2024
Credit Agreement”), which replaced the 2020 Credit
Agreement. The 2024 Credit Agreement provides for a
$325.0 million senior revolving line of credit (the
“2024 Revolving Facility”). Up to $25.0 million of the
2024 Revolving Facility may be used for the issuance
of standby letters of credit and up to $10.0 million of
the 2024 Revolving Facility may be used for swing line
advances (i.e., short-term borrowings made available
from the lead lender). We may request at any time
that the 2024 Revolving Facility be increased by up to
$325.0 million, subject to securing additional funding
commitments from existing or new lenders. The 2024
Revolving
Facility
is
available
to
finance
working
capital,
capital
expenditures
and
other
lawful
31

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
corporate purposes. The initial maturity date of the
2024 Revolving Facility is April 23, 2029, which may
be
extended
by
up
to
two
years
by
exercising
extension
options
provided
in
the
2024
Credit
Agreement.
At our option, loans under the 2024 Credit Agreement
will bear interest at (i) the Applicable Rate (as defined
in the 2024 Credit Agreement) plus Term SOFR (as
defined in the 2024 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
1.0% (the “Base Rate”). All swing line loans will 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 us, plus an
adjustment of 0.10%. The Applicable Rate will be
determined by reference to a pricing grid based on the
Consolidated Leverage Ratio (as defined in the 2024
Credit Agreement) or, at our option, the Debt Rating
(as defined in the 2024 Credit Agreement). The
Applicable Rate for Term SOFR loans ranges from
1.000% per annum to 1.750% per annum and will
initially be set at 1.250% per annum until the delivery
of our first compliance certificate to the lenders. The
Applicable Rate for Base Rate loans ranges from
0.000% per annum to 0.750% per annum and will
initially be set at 0.250% per annum until the delivery
of our first compliance certificate to the lenders.
Undrawn amounts under the 2024 Revolving Facility
are subject to a commitment fee ranging from 0.125%
to 0.275%. Interest for Term SOFR loans will be
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
will be payable quarterly in arrears. We will pay 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 2024 Credit Agreement.
The
2024
Credit
Agreement
contains
various
conditions, covenants and representations with which
we must be in compliance in order to borrow funds
and avoid an event of default, including a financial
covenant
that
we
must
maintain
a
Consolidated
Leverage Ratio not to exceed 3.50 to 1.00 as of the
end of any of our fiscal quarters, provided that in
connection
with
an
acquisition
in
excess
of
$300.0 million, our maximum Consolidated Leverage
Ratio may increase on two occasions during the term
of the 2024 Revolving Facility to 4.00 to 1.00, in each
case for four consecutive fiscal quarters, beginning
with the fiscal quarter in which such acquisition
occurs.
Stock Repurchases
On November 2, 2022, we announced that our Board
of
Directors
authorized
a
new
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
the
current
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.
During
fiscal
years
2024,
2023
and
2022,
we
repurchased
approximately
4.0
million
shares,
8.7 million shares and 7.3 million shares of our
common
stock
for
approximately
$403.0
million,
$862.2 million and $1,152.3 million, respectively
(including
transaction
costs
and
excise
tax,
as
applicable)
under
the
prior
and
current
share
repurchase
programs.
As
of
March
30,
2024,
approximately $1,305.0 million remains authorized for
repurchases
under
the
current
share
repurchase
program.
Refer
to
Note
17
of
the
Notes
to
Consolidated
Financial
Statements
for
further
discussion of our share repurchase program.
Cash Flows from Operating Activities
Operating activities in fiscal 2024 generated cash of
$833.2 million, compared to $843.2 million in fiscal
2023. This decrease in cash provided by operating
activities was primarily due to decreased profitability.
Cash Flows from Investing Activities
Net cash used in investing activities in fiscal 2024
was $136.5 million, compared to $153.4 million in
fiscal 2023. During fiscal 2024, we received proceeds
of $49.5 million, primarily from the sale of our BAW
manufacturing facility in Farmers Branch, Texas, and
our capital expenditures decreased by $31.7 million
as compared to fiscal 2023. Additionally, we acquired
Anokiwave
in
fiscal
2024,
resulting
in
net
cash
outflows of $83.0 million.
Cash Flows from Financing Activities
Net cash used in financing activities in fiscal 2024
was $459.6 million, compared to $853.4 million in
fiscal 2023. The decrease in cash used in financing
activities was primarily due to lower stock repurchases
in fiscal 2024, partially offset by repurchases of our
2024 Notes.
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
32

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
projected
levels
of
cash
flows
from
operations,
coupled with our existing cash and cash equivalents
and availability from the 2024 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.
CONTRACTUAL OBLIGATIONS
The following table summarizes our significant contractual obligations and commitments (in thousands) as of
March 30, 2024, and the effect such obligations are expected to have on our liquidity and cash flows in future
periods:
Payments Due By Fiscal Period
Total
Payments
2025
2026-2027
2028-2029
2030 and
thereafter
Capital commitments (1)
$
64,720
$
62,460
$
2,260
$
—
$
—
Purchase obligations (2)
462,703
424,668
33,656
4,379
—
Leases
74,449
17,185
27,511
16,418
13,335
Long-term debt obligations (3)
2,397,747
508,246
133,438
109,813
1,646,250
Total
$2,999,619
$1,012,559
$196,865
$130,610
$1,659,585
(1) Capital commitments represent obligations for the purchase of property and equipment, a majority of which are not recorded as
liabilities on our Consolidated Balance Sheet because we had not received the related goods or services as of March 30, 2024.
(2) Purchase obligations represent payments due related to the purchase of materials and manufacturing services, a majority of which
are not recorded as liabilities on our Consolidated Balance Sheet because we had not received the related goods or services as of
March 30, 2024.
(3) Long-term debt obligations represent future cash payments of principal and interest over the life of the 2024 Notes, the 2029 Notes
and the 2031 Notes, including anticipated interest payments not recorded as liabilities on our Consolidated Balance Sheet as of
March 30, 2024. Debt obligations are classified based on their stated maturity date, and any future redemptions would impact our
cash payments. Refer to Note 10 of the Notes to Consolidated Financial Statements for further information.
Other Contractual Obligations
As of March 30, 2024, in addition to the amounts
shown in the contractual obligations table above, we
have
$43.9
million
of
unrecognized
income
tax
benefits and accrued interest and penalties which
have been recorded as a liability. We are uncertain as
to if, or when, such amounts may be settled. We also
have
an
obligation
related
to
the
Transitional
Repatriation Tax that we elected to pay over eight
years. The remaining obligation of $3.6 million is
recorded as a liability and is expected to be paid over
the next two years.
As discussed in Note 11 of the Notes to Consolidated
Financial Statements, we have two pension plans in
Germany
with
a
combined
benefit
obligation
of
approximately $9.6 million as of March 30, 2024.
Pension benefit payments are not included in the
schedule above due to the uncertainty regarding the
amount and timing of any future cash outflows.
Pension
benefit
payments
were
approximately
$0.3 million in fiscal 2024 and are expected to be
approximately $0.4 million in fiscal 2025.
We also offer a non-qualified deferred compensation
plan to eligible participants to defer and invest a
specified percentage of their cash compensation. We
record
an
obligation
under
the
plan
for
the
distributions to be made to participants upon certain
triggering events. Although participants are required to
make distribution elections at the time of enrollment,
the amount and timing of any future cash outflows is
uncertain until such triggering events occur. The total
deferred compensation obligation as of March 30,
2024 was $52.3 million, of which $2.3 million is
estimated to be paid in fiscal 2025. Refer to Note 11
of the Notes to Consolidated Financial Statements for
further information.
SUPPLEMENTAL PARENT AND GUARANTOR
FINANCIAL INFORMATION
In accordance with the indentures governing the 2024
Notes, 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 Annual Report on Form 10-K.
Each Guarantor is 100% owned, directly or indirectly,
by Qorvo, Inc. (“Parent”). A Guarantor can be released
in certain customary circumstances. Our other U.S.
subsidiaries and our non-U.S. subsidiaries do not
33

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
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 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
March 30, 2024
April 1, 2023
(in thousands)
ASSETS
Current assets (1)
$
803,900
$
972,989
Non-current assets
2,311,618
2,398,287
LIABILITIES
Current liabilities
$
727,138
$
296,049
Long-term liabilities (2)
2,306,883
2,689,824
(1) Includes net amounts due from Non-Guarantor subsidiaries
of $129.8 million and $379.5 million as of March 30, 2024
and April 1, 2023, respectively.
(2) Includes net amounts due to Non-Guarantor subsidiaries of
$597.3 million and $509.1 million as of March 30, 2024
and April 1, 2023, respectively.
Summarized Statement of Operations
Fiscal 2024
(in thousands)
Revenue
$1,073,492
Gross profit
162,178
Net loss
(370,438)
CRITICAL ACCOUNTING ESTIMATES
The preparation of consolidated financial statements
requires management to use judgment and estimates.
The level of uncertainty in estimates and assumptions
increases with the length of time until the underlying
transactions
are
completed.
Actual
results
could
materially differ from those estimates. The accounting
policies that are most critical in the preparation of our
consolidated financial statements are those that are
both important to the presentation of our financial
condition
and
results
of
operations
and
require
significant judgment and estimates on the part of
management.
Our
critical
accounting
policies
are
reviewed periodically with the Audit Committee of the
Board of Directors. We also have other policies that
we consider key accounting policies; however, these
policies typically do not require us to make estimates
or judgments that are difficult or subjective. Refer to
Note
1
of
the
Notes
to
Consolidated
Financial
Statements.
Inventory
Reserves.
The
valuation
of
inventory
requires us to estimate obsolete or excess inventory.
The determination of obsolete or excess inventory
requires us to estimate the future demand for our
products within specific time horizons, generally 12 to
24 months. The estimates of future demand that we
use in the valuation of inventory reserves are the
same as those used in our revenue forecasts and are
also
consistent
with
the
estimates
used
in
our
manufacturing plans to enable consistency between
inventory valuations and build decisions. Product-
specific facts and circumstances reviewed in the
inventory valuation process include a review of the
customer
base,
market
conditions
and
customer
acceptance of our products and technologies, as well
as an assessment of the selling price in relation to
the product cost.
These valuations and estimates require significant
judgment. If actual results are not consistent with our
estimates or assumptions, we may be exposed to an
impairment charge that could materially adversely
impact our consolidated financial position and results
of operations.
Historically, inventory reserves have fluctuated as new
technologies have been introduced and customers’
demand has shifted.
Refer to Note 3 of the Notes to Consolidated Financial
Statements for additional information regarding our
inventories.
Property and Equipment. Periodically, we evaluate
the period over which we expect to recover the
economic
value
of
our
property
and
equipment,
considering factors such as changes in machinery and
equipment technology, our ability to re-use equipment
across
generations
of
process
technology
and
historical usage trends. When we determine that the
useful lives of assets are shorter or longer than we had
originally estimated, we adjust the rate of depreciation
to reflect the revised useful lives of the assets.
We assess property and equipment for impairment
when events or changes in circumstances indicate
that the carrying value of the assets or the asset
group
may
not
be
recoverable.
Factors
that
we
consider in deciding when to perform an impairment
review include an adverse change in our use of the
assets or an expectation that the assets will be sold
or otherwise disposed. We assess the recoverability of
the assets held and used by comparing the projected
undiscounted net cash flows associated with the
related asset or group of assets over their remaining
estimated useful lives against their respective carrying
amounts. Assets identified as “held for sale” are
recorded at the lesser of their carrying value or their
fair market value less costs to sell. Impairment, if any,
is based on the excess of the carrying amount over
the fair value of those assets.
The process of evaluating property and equipment for
impairment is highly subjective and requires significant
judgment as we are required to make assumptions
about items such as future demand for our products
34

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
and
industry
trends.
If
actual
results
are
not
consistent with our estimates or assumptions, we may
be exposed to an impairment charge that could
materially adversely impact our consolidated financial
position and results of operations.
Refer to Notes 4 and 5 of the Notes to Consolidated
Financial
Statements
for
additional
information
regarding our business held for sale and property and
equipment, respectively.
Business Acquisitions. We allocate the fair value of
the
purchase
price
to
the
assets
acquired
and
liabilities assumed based on their estimated fair
value. The excess of the purchase price over the fair
values of the identifiable assets and liabilities is
recorded to goodwill. Goodwill is assigned to the
reporting unit that is expected to benefit from the
synergies of the business combination.
A number of significant assumptions, estimates and
judgments are used in determining the fair value of
acquired
assets
and
liabilities,
particularly
with
respect
to
the
intangible
assets
acquired.
The
valuation of intangible assets requires the use of
valuation techniques such as the income approach.
The
income
approach
includes
management’s
estimation of future cash flows (including expected
revenue growth rates and profitability), the underlying
product or technology life cycles and the discount
rates applied to future cash flows.
Judgment is also required in estimating the fair values
of deferred tax assets and liabilities, uncertain tax
positions and tax-related valuation allowances, which
are initially estimated as of the acquisition date, as
well as inventory, property and equipment, pre-existing
liabilities
or
legal
claims,
deferred
revenue
and
contingent consideration, each as may be applicable.
While we use our best estimates and assumptions to
accurately
value
assets
acquired
and
liabilities
assumed at the acquisition date as well as contingent
consideration, where applicable, our estimates are
inherently uncertain and subject to refinement. As a
result, during the measurement period, which may be
up to one year from the acquisition date, we may
record
adjustments
to
the
assets
acquired
and
liabilities assumed with the corresponding offset to
goodwill. After the measurement period, any purchase
price
adjustments
are
recorded
to
the
income
statement.
Refer to Note 6 of the Notes to Consolidated Financial
Statements for additional information regarding our
business acquisitions.
Goodwill Impairment Testing. In accordance with
ASC 350, “Intangibles — Goodwill and Other,” goodwill
is not amortized but is subject to impairment testing at
least
annually
or
when
an
event
occurs
or
circumstances change that indicate it is more likely
than not an impairment exists. Management tests
goodwill for impairment at the reporting unit level. A
reporting unit is an operating segment as defined in
ASC 280, “Segment Reporting,” or one level below an
operating segment (component level) as determined by
the availability of discrete financial information that is
regularly reviewed by operating segment management
or an aggregate of component levels of an operating
segment having similar economic characteristics. If the
carrying value of a reporting unit (including the value of
goodwill) is greater than its estimated fair value, an
impairment charge would be recorded for the amount
that the carrying amount of the reporting unit exceeded
its fair value, up to the total amount of goodwill
allocated to that reporting unit.
As required by the Company’s policy, goodwill is
tested for impairment on the first day of our fourth
quarter of each fiscal year, or when there is evidence
that events or changes in circumstances indicate it is
more likely than not that the fair value of a reporting
unit
is
less
than
its
carrying
amount,
including
goodwill.
During
fiscal
2024,
we
completed
interim
assessments for goodwill impairment as management
determined, based on revisions to long-term forecasts,
it was more likely than not that the fair values of two
of our reporting units (one within the HPA operating
segment and one within the CSG operating segment)
were below the carrying amounts.
Our quantitative assessments considered both the
income and market approaches to estimate the fair
value of each reporting unit. Inherent in the fair value
determinations
are
significant
judgments
and
estimates,
including
assumptions
about
future
revenue, profitability and cash flows, our operational
plans and our interpretation of current economic
indicators
and
market
valuations.
The
income
approach was based on the discounted cash flow
method that used estimates of the reporting units’
revenue growth rates and operating margins as part of
our
long-term
planning
process,
taking
into
consideration, historical data and industry and market
conditions. The discount rate used to determine the
present value of future cash flows was based on the
weighted-average cost of capital adjusted for the
relevant
risk
associated
with
business-specific
characteristics and the uncertainty related to the
ability to execute on the projected cash flows. The
market
approach
estimated
fair
value
based
on
market multiples of revenue and earnings derived from
comparable publicly traded companies with similar
operating and investment characteristics.
Based on an interim assessment, the resulting fair
value of the reporting unit within the HPA operating
segment was then compared to the carrying value and
it was determined that the fair value exceeded its
carrying value by approximately 20%. This reporting
unit has $96.5 million of goodwill allocated to it, which
represents less than 5% of our total goodwill. As the
forecasted revenue for this reporting unit includes
products
with
early-stage
technologies,
there
is
35

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
commercial risk of market adoption as well as the
timing of the market adoption, and we may be at risk
for impairment loss in the future if forecasts assumed
in
the
fair
value
calculation
are
not
realized.
Additionally, there are certain risks inherent to our
operations as described in Item 1A. “Risk Factors.”
Based on an interim assessment, it was determined
that
the
reporting
unit
within
the
CSG
operating
segment was below its carrying value, resulting in a
goodwill
impairment
charge
of
approximately
$48.0 million (based on the income approach) in the
second quarter of fiscal 2024. In the third quarter of
fiscal
2024,
we
concluded
that
an
impairment
triggering event occurred for this same reporting unit
within the CSG segment as new information was
received
regarding
slower
than
expected
market
adoption for one of CSG’s new technologies and lower
attach rates for a second CSG technology (resulting in
further revisions to the long-term forecasts of this
reporting unit). We concluded that it was more likely
than not that the fair value of this reporting unit was
below its carrying amount, and a quantitative analysis
was performed. The quantitative analysis (based on the
income approach) resulted in a $173.4 million write-off
of the remaining goodwill of this reporting unit.
Our fiscal 2024 annual assessment was performed
using a qualitative approach as of the first day of our
fourth
quarter
(December
31,
2023)
on
our
six
reporting units with a remaining goodwill balance. In
performing qualitative assessments, we consider the
following
factors
which
could
trigger
a
goodwill
impairment review: (i) significant underperformance
relative to historical or projected future operating
results; (ii) significant changes in the manner or our
use of the acquired assets or the strategy for our
overall business; (iii) significant negative industry or
economic trends; (iv) a significant decline in our stock
price for a sustained period; and (v) a significant
change in our market capitalization relative to our net
book value. Based on our fiscal 2024 qualitative
assessment, we concluded there were no events or
circumstances that indicated it was more likely than
not that the fair value of each reporting unit was less
than its respective carrying value.
Refer to Note 7 of the Notes to Consolidated Financial
Statements for additional information regarding our
goodwill and intangible assets.
Identified Intangible Assets. We amortize definite-
lived
intangible
assets
(including
developed
technology,
customer
relationships,
technology
licenses and trade names) on a straight-line basis
over their estimated useful lives. Upon completion of
development, in-process research and development
assets are transferred to developed technology and
are amortized over their useful lives. The asset
balances relating to abandoned projects are impaired
and expensed to research and development.
We
evaluate
definite-lived
intangible
assets
for
impairment
to
determine
whether
facts
and
circumstances indicate that the carrying amount of the
assets may not be recoverable. If such facts and
circumstances exist, we assess the recoverability of
identified intangible assets by comparing the projected
undiscounted net cash flows associated with the
related asset or group of assets over their remaining
lives
against
their
respective
carrying
amounts.
Impairments, if any, are based on the excess of the
carrying amounts over the fair value of those assets
and occur in the period in which the impairment
determination
was
made.
When
measuring
impairment, we make significant assumptions and
apply judgment in estimating future cash flows and
asset fair values, including annual revenue growth
rates and a terminal year growth rate that reflects the
inherent risk in future cash flows. If actual results are
not consistent with our estimates or assumptions, we
may be exposed to an impairment charge that could
materially adversely impact our consolidated financial
position and results of operations.
No definite-lived intangible asset impairment charges
were recorded in fiscal years 2024, 2023 or 2022.
Refer to Note 7 of the Notes to Consolidated Financial
Statements for additional information regarding our
identified intangible assets.
Revenue Recognition. Revenue is recognized when
control
of
the
promised
goods
or
services
is
transferred to our customers, in an amount that
reflects the consideration we expect to be entitled in
exchange for those goods or services. A majority of
our revenue is recognized at a point in time, either on
shipment or delivery of the product, depending on
individual customer terms and conditions.
We apply a five-step approach in determining the
amount and timing of revenue to be recognized:
(1)
identifying
the
contract
with
a
customer;
(2) identifying the performance obligations in the
contract;
(3)
determining
the
transaction
price;
(4) allocating the transaction price to the performance
obligations in the contract; and (5) recognizing revenue
when the corresponding performance obligation is
satisfied.
Our
revenue
recognition
accounting
methodology
contains uncertainties because it requires us to make
significant estimates and assumptions and to apply
judgment. For example, for arrangements that have
multiple performance obligations, we must exercise
judgment and use estimates in order to (1) determine
whether
performance
obligations
are
distinct
and
should be accounted for separately; (2) determine the
stand-alone
selling
price
of
each
performance
obligation; (3) allocate the transaction price among
the various performance obligations on a relative
stand-alone selling-price basis; and (4) determine
whether
revenue
for
each
performance
obligation
should be recognized at a point in time or over time.
If we were to change any of these judgments or
estimates, it could cause a material increase or
36

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
decrease
in
the
amount
of
revenue
or
deferred
revenue that we report in a particular period.
Refer to Note 1 of the Notes to Consolidated Financial
Statements for a complete discussion of our revenue
recognition policies.
Income Taxes. In determining income for financial
statement purposes, we must make certain estimates
and judgments in the calculation of tax expense, the
resultant
tax
liabilities
and
the
recoverability
of
deferred
tax
assets
that
arise
from
temporary
differences between the tax and financial statement
recognition of revenue and expense.
We assess the likelihood that our deferred tax assets
can be recovered, recording a reserve in the form of a
valuation allowance if the deferred tax assets are
ultimately estimated to not be recoverable. In this
process,
certain
relevant
criteria
are
evaluated
including: the amount of income or loss in prior years,
the existence of deferred tax liabilities that can be
used to absorb deferred tax assets, the taxable
income in prior carryback years that can be used to
absorb net operating losses and credit carrybacks,
future expected taxable income and prudent and
feasible tax planning strategies. Changes in taxable
income, market conditions, U.S. or international tax
laws and other factors may change our judgment
regarding whether we will be able to realize the
deferred tax assets. These changes, if any, may
require material adjustments to the net deferred tax
assets and an accompanying reduction or increase in
income
tax
expense
which
will
result
in
a
corresponding increase or decrease in net income in
the period when such determinations are made. Refer
to Note 14 of the Notes to Consolidated Financial
Statements
for
additional
information
regarding
changes in the valuation allowance and net deferred
tax assets.
We also assess the likelihood that our tax reporting
positions will ultimately be sustained. To the extent it
is determined it is more likely than not (a likelihood of
more than 50 percent) that some portion, or all, of a
tax reporting position will ultimately not be recognized
and sustained, a provision for unrecognized tax benefit
is provided by either reducing the applicable deferred
tax asset or accruing an income tax liability. Our
judgment
regarding
the
sustainability
of
our
tax
reporting positions may change in the future due to
changes in U.S. or international tax laws and other
factors. These changes, if any, may require material
adjustments to the related deferred tax assets or
accrued income tax liabilities and an accompanying
reduction or increase in income tax expense which will
result in a corresponding increase or decrease in net
income in the period when such determinations are
made. Refer to Note 14 of the Notes to Consolidated
Financial
Statements
for
additional
information
regarding our uncertain tax positions and the amount
of unrecognized tax benefits.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
Financial Risk Management
The primary objective of our financial risk management
activities is to reduce the negative financial impact
resulting
from
changes
in
interest
rates,
foreign
currency exchange rates, equity prices and commodity
prices (the “Underlying Exposures”). We manage these
Underlying
Exposures
through
operational
means,
balance sheet management, as well as through the
use of various financial instruments when deemed
appropriate. The method and extent to which we are
able to reduce the financial impact related to the
Underlying Exposures may vary over time. Similarly,
there can be no assurance that our financial risk
management activities will be successful in mitigating
the financial impact resulting from movements in the
Underlying Exposures.
Interest Rate Risk
We may be exposed to interest rate risk via the terms
of the 2024 Revolving Facility. If the 2024 Revolving
Facility were to be drawn, it would bear interest at a
variable rate. Refer to Note 10 of the Notes to
Consolidated
Financial
Statements
for
further
information. As of March 30, 2024, we did not have
any
outstanding
borrowings
under
any
revolving
facility.
Foreign Currency Exchange Rate Risk
As a global company, our results are affected by
movements in currency exchange rates. Our exposure
may increase or decrease over time as our foreign
business levels fluctuate in the countries where we
have operations, and these changes could have a
material impact on our financial results. The functional
currency for most of our international operations is the
U.S. dollar. We have foreign operations in Asia, Central
America and Europe, and a substantial portion of our
revenue is derived from sales to customers outside the
U.S. Our international revenue is primarily denominated
in U.S. dollars. Operating expenses and certain working
capital items related to our foreign-based operations
are, in some instances, denominated in the local
foreign
currencies
and
therefore
are
affected
by
changes in the U.S. dollar exchange rate in relation to
foreign currencies, such as the Costa Rican Colon,
Euro, Renminbi and Singapore Dollar. If the U.S. dollar
weakens compared to these and other currencies, our
operating expenses for foreign operations will be higher
when remeasured back into U.S. dollars. We seek to
manage our foreign currency exchange risk in part
through operational means.
For fiscal 2024, we incurred a foreign currency gain of
$0.4 million as compared to a loss of $0.6 million in
fiscal 2023, which is recorded in “Other income, net.”
Our financial instrument holdings, including foreign
receivables, cash and payables at March 30, 2024,
were analyzed to determine their sensitivity to foreign
37

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
exchange rate changes. In this sensitivity analysis, we
assumed that the change in one currency’s rate
relative to the U.S. dollar would not have an effect on
other currencies’ rates relative to the U.S. dollar. All
other factors were held constant. If the U.S. dollar
declined in value 10% in relation to the re-measured
foreign currency instruments, our net income would
have decreased by approximately $5.9 million in fiscal
2024. If the U.S. dollar increased in value 10% in
relation
to
the
re-measured
foreign
currency
instruments, our net income would have increased by
approximately $4.8 million in fiscal 2024.
Equity Price Risk
Our marketable equity investments in publicly traded
companies are subject to equity market price risk.
Accordingly, a fluctuation in the price of each equity
security could have an adverse impact on the fair
value of our investments. As of March 30, 2024, our
marketable equity investments were immaterial. Refer
to Note 8 of the Notes to Consolidated Financial
Statements for further information.
Commodity Price Risk
We routinely use precious metals in the manufacture
of our products. Supplies for such commodities may
from time to time become restricted, or general
market factors and conditions may affect the pricing of
such
commodities.
We
also
have
an
active
reclamation process to capture any unused gold.
While we attempt to mitigate the risk of increases in
commodities-related costs, there can be no assurance
that we will be able to successfully safeguard against
potential short-term and long-term commodity price
fluctuations.
38

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Balance Sheets
40
Consolidated Statements of Operations
41
Consolidated Statements of Comprehensive (Loss) Income
42
Consolidated Statements of Stockholders’ Equity
43
Consolidated Statements of Cash Flows
44
Notes to Consolidated Financial Statements
45
Reports of Independent Registered Public Accounting Firm PCAOB ID: 42
70
39

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
CONSOLIDATED BALANCE SHEETS
March 30, 2024
April 1, 2023
(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents
$1,029,258
$
808,757
Accounts receivable, net of allowance of $313 and $369 as of March 30, 2024
and April 1, 2023, respectively
412,960
304,519
Inventories
710,555
796,596
Prepaid expenses
40,563
46,684
Other receivables
14,427
26,535
Other current assets
78,993
46,703
Assets of disposal group held for sale
159,278
—
Total current assets
2,446,034
2,029,794
Property and equipment, net
870,982
1,149,806
Goodwill
2,534,601
2,760,813
Intangible assets, net
509,383
537,703
Long-term investments
23,252
20,406
Other non-current assets
170,383
193,381
Total assets
$6,554,635
$6,691,903
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
252,993
$
210,701
Accrued liabilities
336,767
222,463
Current portion of long-term debt
438,740
310
Other current liabilities
113,215
122,289
Liabilities of disposal group held for sale
88,372
—
Total current liabilities
1,230,087
555,763
Long-term debt
1,549,272
2,048,073
Other long-term liabilities
218,904
185,273
Total liabilities
2,998,263
2,789,109
Commitments and contingent liabilities (Note 12)
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; 95,798 and 98,649 shares issued and outstanding at March 30,
2024 and April 1, 2023, respectively
3,651,067
3,821,474
Accumulated other comprehensive loss
(5,097)
(3,175)
(Accumulated deficit) retained earnings
(89,598)
84,495
Total stockholders’ equity
3,556,372
3,902,794
Total liabilities and stockholders’ equity
$6,554,635
$6,691,903
See accompanying notes.
40

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year
2024
2023
2022
(In thousands, except per share data)
Revenue
$3,769,506
$3,569,399
$4,645,714
Cost of goods sold
2,281,011
2,272,457
2,359,546
Gross profit
1,488,495
1,296,942
2,286,168
Operating expenses:
Research and development
682,249
649,841
623,636
Selling, general and administrative
389,140
358,790
349,718
Goodwill impairment
221,414
12,411
48,000
Other operating expense
103,991
92,732
38,745
Total operating expenses
1,396,794
1,113,774
1,060,099
Operating income
91,701
183,168
1,226,069
Interest expense
(69,245)
(68,463)
(63,326)
Other income, net
51,104
9,924
18,341
Income before income taxes
73,560
124,629
1,181,084
Income tax expense
(143,882)
(21,477)
(147,731)
Net (loss) income
$
(70,322) $
103,152
$1,033,353
Net (loss) income per share:
Basic
$
(0.72) $
1.01
$
9.38
Diluted
$
(0.72) $
1.00
$
9.26
Weighted-average shares of common stock outstanding:
Basic
97,557
102,206
110,196
Diluted
97,557
103,019
111,546
See accompanying notes.
41

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Fiscal Year
2024
2023
2022
(In thousands)
Net (loss) income
$(70,322) $103,152
$1,033,353
Other comprehensive loss, net of tax:
Change in pension liability
(123)
1,836
857
Foreign currency translation adjustment, including intra-entity foreign
currency transactions that are of a long-term investment nature
(1,787)
(10,254)
(25,033)
Reclassification adjustments, net of tax:
Foreign currency gain realized upon liquidation of subsidiary
—
(25)
(359)
Amortization of pension actuarial (gain) loss
(12)
36
118
Other comprehensive loss
(1,922)
(8,407)
(24,417)
Total comprehensive (loss) income
$(72,244) $ 94,745
$1,008,936
See accompanying notes.
42

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock
Accumulated
Other
Comprehensive
(Loss) Income
(Accumulated
Deficit)
Retained
Earnings
Total
Shares
Amount
(In thousands)
Balance, April 3, 2021
112,557
$4,244,740
$ 29,649
$
355,036
$ 4,629,425
Net income
—
—
—
1,033,353
1,033,353
Other comprehensive loss
—
—
(24,417)
—
(24,417)
Exercise of stock options and vesting of
restricted stock units, net of shares
withheld for employee taxes
779
(49,798)
—
—
(49,798)
Issuance of common stock in
connection with employee stock
purchase plan
273
33,288
—
—
33,288
Repurchase of common stock, including
transaction costs
(7,306)
(276,035)
—
(876,252)
(1,152,287)
Stock-based compensation
—
83,654
—
—
83,654
Balance, April 2, 2022
106,303
$4,035,849
$
5,232
$
512,137
$ 4,553,218
Net income
—
—
—
103,152
103,152
Other comprehensive loss
—
—
(8,407)
—
(8,407)
Exercise of stock options and vesting of
restricted stock units, net of shares
withheld for employee taxes
665
(20,847)
—
—
(20,847)
Issuance of common stock in
connection with employee stock
purchase plan
345
30,169
—
—
30,169
Repurchase of common stock, including
transaction costs and excise tax
(8,664)
(331,406)
—
(530,794)
(862,200)
Stock-based compensation
—
107,709
—
—
107,709
Balance, April 1, 2023
98,649
$3,821,474
$ (3,175)
$
84,495
$ 3,902,794
Net loss
—
—
—
(70,322)
(70,322)
Other comprehensive loss
—
—
(1,922)
—
(1,922)
Exercise of stock options and vesting of
restricted stock units, net of shares
withheld for employee taxes
629
(25,787)
—
—
(25,787)
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
(3,959)
(299,204)
—
(103,771)
(402,975)
Stock-based compensation
—
119,539
—
—
119,539
Balance, March 30, 2024
95,798
$3,651,067
$ (5,097)
$
(89,598)
$ 3,556,372
See accompanying notes.
43

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year
2024
2023
2022
(In thousands)
Cash flows from operating activities:
Net (loss) income
$
(70,322) $ 103,152
$ 1,033,353
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation
193,035
206,423
210,949
Intangible assets amortization
127,898
132,425
150,466
Deferred income taxes
19,405
(66,145)
31,875
Asset impairments
36,715
227,101
—
Goodwill impairment
221,414
12,411
48,000
Stock-based compensation expense
120,834
105,580
83,507
Loss on classification as held for sale
35,262
—
—
Other, net
6,544
25,299
14,894
Changes in operating assets and liabilities:
Accounts receivable, net
(105,776)
264,781
(107,896)
Inventories
92,909
(81,450)
(236,196)
Prepaid expenses and other assets
(23,174)
43,240
(176,742)
Accounts payable
89,139
(115,495)
33,950
Accrued liabilities
130,979
(17,613)
(11,815)
Income taxes payable and receivable
8,681
(33,240)
(3,139)
Other liabilities
(50,354)
36,762
(21,963)
Net cash provided by operating activities
833,189
843,231
1,049,243
Cash flows from investing activities:
Purchases of property and equipment
(127,230)
(158,953)
(213,466)
Proceeds from sales of property and equipment
49,548
1,847
898
Purchases of businesses, net of cash acquired
(82,974)
(95)
(389,136)
Other investing activities
24,186
3,792
5,748
Net cash used in investing activities
(136,470)
(153,409)
(595,956)
Cash flows from financing activities:
Repurchase and payment of debt
(58,309)
—
(197,500)
Proceeds from borrowings and debt issuances
—
—
499,070
Repurchase of common stock, including transaction costs
(400,054)
(861,751)
(1,152,287)
Proceeds from the issuance of common stock
36,918
32,507
38,303
Tax withholding paid on behalf of employees for restricted stock units
(27,111)
(23,415)
(53,382)
Other financing activities
(11,018)
(694)
(9,714)
Net cash used in financing activities
(459,574)
(853,353)
(875,510)
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
3,170
(331)
(3,281)
Net increase (decrease) in cash, cash equivalents and restricted cash
240,315
(163,862)
(425,504)
Cash, cash equivalents and restricted cash at the beginning of the
period
808,943
972,805
1,398,309
Cash, cash equivalents and restricted cash at the end of the period
$1,049,258
$ 808,943
$
972,805
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
$1,029,258
$ 808,757
$
972,592
Restricted cash included in “Other current assets” and “Other
non-current assets”
20,000
186
213
Total cash, cash equivalents and restricted cash
$1,049,258
$ 808,943
$
972,805
Supplemental disclosure of cash flow information:
Cash paid during the year for interest, net of amounts capitalized
$
55,270
$
66,115
$
59,393
Cash paid during the year for income taxes, net of refunds
$
103,059
$ 105,788
$
125,322
Capital expenditures included in liabilities
$
70,127
$
33,107
$
36,069
See accompanying notes.
44

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Qorvo, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
March 30, 2024
1.
THE COMPANY AND ITS SIGNIFICANT
ACCOUNTING POLICIES
Qorvo, Inc. (“the Company” or “Qorvo”) is a global
leader in the development and commercialization of
technologies and products for wireless, wired and
power markets. Qorvo was formed as the result of a
business combination (the “Business Combination”)
of RF Micro Devices, Inc. and TriQuint Semiconductor,
Inc. (“TriQuint”), which closed on January 1, 2015.
The Company’s design expertise and manufacturing
capabilities span multiple process technologies. In
fiscal 2024, the Company’s primary wafer fabrication
facilities were in North Carolina, Oregon and Texas,
and its primary assembly and test facilities were in
China, Costa Rica, Germany and Texas. The Company
also sources products and materials through external
suppliers. The Company operates design, sales and
other manufacturing facilities throughout Asia, Europe
and North America.
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”).
Principles of Consolidation and Basis of Presentation
The 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. Certain prior period amounts have been
reclassified
to
conform
to
the
fiscal
2024
presentation.
Accounting Periods
The Company uses a 52- or 53-week fiscal year ending
on the Saturday closest to March 31 of each year. The
most recent three fiscal years ended on March 30,
2024, April 1, 2023 and April 2, 2022. Fiscal years
2024, 2023, and 2022 were 52-week years.
Use of Estimates
The
preparation
of
the
consolidated
financial
statements in conformity with U.S. generally accepted
accounting principles requires management to make
estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue and expenses
and
the
disclosure
of
contingent
liabilities.
The
Company evaluates its estimates on an ongoing basis,
including those related to revenue recognition, product
warranty
obligations,
valuation
of
inventories,
tax-related contingencies, valuation of long-lived and
intangible assets, other contingencies and litigation,
among others. The Company generally bases its
estimates on historical experience, expected future
conditions and third-party evaluations. Actual results
could differ materially from these estimates, and such
differences could affect the operations reported in
future periods.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposit
accounts, money market funds and other short-term,
highly liquid investments with original maturities of
three months or less when purchased.
Investments
Marketable equity securities consist of common stock
in publicly traded companies and are carried at fair
value with both the realized and unrealized gains and
losses
reported
in
“Other
income,
net”
in
the
Consolidated Statements of Operations. Fair values of
publicly traded equity securities are determined using
quoted prices in active markets. The marketable
equity securities are classified as short-term based on
their highly liquid nature and are recorded in “Other
current assets” in the Consolidated Balance Sheets.
The Company invests in limited partnerships which are
accounted for using the equity method. These equity
method investments are classified as “Long-term
investments” in the Consolidated Balance Sheets. The
Company records its share of the financial results of
the limited partnerships in “Other income, net” in the
Company’s Consolidated Statements of Operations.
The Company also invests in privately held companies
for which the fair value of the investment is not readily
determinable. These equity investments without a
readily determinable fair value are measured at cost
less
impairment,
adjusted
for
any
changes
in
observable prices and are classified as “Long-term
investments” in the Consolidated Balance Sheets. The
Company assesses these investments for impairment
on a quarterly basis and considers both qualitative
and quantitative factors that may have a significant
impact on the investee’s fair value. Qualitative factors
considered include the investee’s financial condition
and business outlook, market for technology and other
relevant events and factors affecting the investee.
Investments are impaired when their fair value is less
than their carrying value.
Fair Value Measurement
The Company measures and reports certain financial
assets and liabilities on a recurring basis. Fair value is
the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction
between market participants at the measurement
date.
The
Company
categorizes
its
financial
instruments carried at fair value into a three-level fair
45

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
value hierarchy, based on the priority of inputs to the
respective
valuation
technique.
The
three-level
hierarchy for fair value measurement is described as
follows:
‰ Level 1—includes instruments for which inputs are
quoted prices in active markets for identical assets
or liabilities that the Company has the ability to
access.
‰ Level 2—includes instruments for which the inputs
are other than quoted prices that are observable for
the asset or liability, either directly or indirectly.
‰ Level 3—includes
instruments
for
which
the
valuations
are
based
on
inputs
that
are
unobservable and significant to the overall fair value
measurement. These inputs are supported by little
or
no
market
activity
and
reflect
the
use
of
significant management judgment.
The Company also holds assets whose fair value is
measured and recorded on a nonrecurring basis.
These assets include equity method investments,
equity investments without a readily determinable fair
value
and
certain
non-financial
assets,
such
as
intangible
assets
and
property
and
equipment.
Goodwill and intangible assets are adjusted to fair
value after initial recognition only if an impairment
charge is recognized, which is generally determined
using
a
discounted
cash
flow
model
based
on
significant unobservable inputs (Level 3).
During fiscal 2024, in connection with the acquisition
of
Anokiwave,
Inc.
(“Anokiwave”),
the
Company
recorded intangible assets, which were recognized at
fair value (refer to Note 6 for additional information).
The
fair
value
of
these
intangible
assets
was
determined
utilizing
significant
unobservable
input
assumptions (Level 3).
During fiscal 2024, in connection with the Company’s
agreement to divest its assembly and test operations
in Beijing and Dezhou, China (the “Disposal Group”),
the Company measured the Disposal Group at the
lower of its carrying value or fair value less costs to
sell (refer to Note 4 for additional information). The
fair value of these assets was determined utilizing
significant unobservable inputs (Level 3).
The carrying values of cash, cash equivalents and
restricted cash, accounts receivable, accounts payable
and other accrued liabilities approximate fair values
because of the relatively short-term maturities of
these instruments.
Inventories
Inventories are stated at the lower of cost or net
realizable value (cost is based on standard cost,
which
approximates
actual
average
cost).
Cost
includes labor, materials and manufacturing overhead
related to the purchase and production of inventories.
In accordance with Accounting Standards Codification
(“ASC”) 330, “Inventory”, abnormal manufacturing
costs are charged to “Cost of goods sold” in the
Consolidated Statements of Operations in the period
incurred rather than as a portion of inventory cost.
The Company’s business is subject to the risk of
technological
and
design
changes.
The
Company
evaluates inventory levels quarterly against demand
forecasts on a material or product family basis to
evaluate
its
overall
inventory
risk.
Reserves
are
adjusted to reflect inventory values in excess of
demand forecasts and management’s analysis and
assessment of overall inventory risk. In the event the
Company sells inventory that had been covered by a
specific inventory reserve, the sale is recorded at the
actual selling price and the related cost of goods sold
is recorded at the full inventory cost, net of the
reserve.
Product Warranty
The Company generally sells products with a limited
warranty
against
defects
in
materials
and
workmanship
and
non-conformance
to
applicable
specifications. The majority of the Company’s product
warranty claims are settled through the return of the
defective product and the shipment of replacement
product. Accruals are estimated based upon both
historical experience as well as specifically identified
claims. If there is a significant increase in the rate of
customer
claims
compared
with
the
Company’s
historical experience or if the Company’s estimates of
probable
losses
relating
to
specifically
identified
warranty exposures require revision, the Company may
record a charge against future cost of sales. Product
warranty
accruals
and
related
expenses
were
immaterial for the periods presented.
Property and Equipment
Property and equipment are stated at cost, less
accumulated depreciation. Depreciation of property
and equipment is computed using the straight-line
method over the estimated useful lives of the assets,
ranging
from
one
to
39
years.
The
Company
capitalizes interest on borrowings related to eligible
capital expenditures. Capitalized interest is added to
the cost of qualified assets and depreciated together
with the asset cost. The Company’s assets acquired
under finance leases and leasehold improvements are
amortized over the lesser of the asset life or lease
term (which is reasonably assured) and included in
depreciation.
The
Company
records
capital-related
government grants earned as a reduction to property
and equipment and depreciates the net asset over the
estimated useful lives of the associated assets.
46

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
The Company periodically evaluates the period over
which it expects to recover the economic value of the
Company’s
property
and
equipment,
considering
factors such as changes in machinery and equipment
technology, the ability to re-use equipment across
generations
of
process
technology
and
historical
usage trends. If the Company determines that the
useful lives of its assets are shorter or longer than
originally
estimated,
the
rate
of
depreciation
is
adjusted to reflect the revised useful lives of the
assets.
The Company assesses property and equipment for
impairment when events or changes in circumstances
indicate that the carrying amount of its assets may not
be
recoverable.
Factors
that
are
considered
in
deciding
when
to
perform
an
impairment
review
include
an
adverse
change
in
the
use
of
the
Company’s assets or an expectation that the assets
will be sold or otherwise disposed. The Company
assesses the recoverability of the assets held and
used by comparing the projected undiscounted net
cash flows associated with the related asset or group
of assets over their remaining estimated useful lives
against their respective carrying amounts. Assets
identified as “held for sale” are recorded at the lesser
of their carrying value or their fair market value less
costs to sell. Impairment of those assets, if any, is
based on the excess of the carrying amount over the
fair value less costs to sell.
Leases
The Company determines that a contract contains a
lease at lease inception if the contract conveys the
right to control the use of an identified asset for a
period of time in exchange for consideration. In
evaluating whether the right to control an identified
asset exists, the Company assesses whether it has
the right to direct the use of the identified asset and
obtain substantially all of the economic benefit from
the use of the identified asset.
Right-of-use assets and lease liabilities are recognized
at the lease commencement date based on the
present value of lease payments over the lease term.
The
Company
uses
its
estimated
incremental
borrowing rate in determining the present value of
lease payments considering the term of the lease,
which is derived from information available at the
lease commencement date. The lease term includes
options to extend or terminate the lease when it is
reasonably certain such options will be exercised. To
the extent that the Company’s agreements have
variable
lease
payments,
the
Company
includes
variable lease payments that depend on an index or a
rate and excludes those that depend on facts or
circumstances
occurring
after
the
commencement
date, other than the passage of time. The Company
elected the practical expedient not to separate lease
and non-lease components for substantially all of its
classes of leases and to account for the combined
lease and non-lease components as a single lease
component.
In
addition,
the
Company
made
an
accounting policy election to exclude from the balance
sheet leases with an initial term of 12 months or less.
The
Company
assesses
right-of-use
assets
for
impairment in accordance with its long-lived asset
impairment policy.
Business Acquisitions
The Company allocates the fair value of the purchase
price to the assets acquired and liabilities assumed
based on their estimated fair value. The excess of the
purchase price over the fair values of the identifiable
assets and liabilities is recorded to goodwill. Goodwill
is assigned to the Company’s reporting unit that is
expected to benefit from the synergies of the business
combination.
A number of assumptions, estimates and judgments
are used in determining the fair value of acquired
assets and liabilities, particularly with respect to the
intangible assets acquired. The valuation of intangible
assets
requires
the
Company
to
use
valuation
techniques such as the income approach. The income
approach includes management’s estimation of future
cash flows (including expected revenue growth rates
and profitability), the underlying product or technology
life cycles and the discount rates applied to future
cash flows.
Judgment is also required in estimating the fair values
of deferred tax assets and liabilities, uncertain tax
positions and tax-related valuation allowances, which
are initially estimated as of the acquisition date, as
well as inventory, property and equipment, pre-existing
liabilities
or
legal
claims,
deferred
revenue
and
contingent consideration, each as may be applicable.
While the Company uses its best estimates and
assumptions to accurately value assets acquired and
liabilities assumed at the acquisition date as well as
contingent
consideration,
where
applicable,
the
Company’s estimates are inherently uncertain and
subject
to
refinement.
As
a
result,
during
the
measurement period, which may be up to one year
from the acquisition date, the Company may record
adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill.
After the measurement period, any purchase price
adjustments
are
recognized
in
the
Consolidated
Statements of Operations.
47

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
Goodwill Impairment Testing
In accordance with ASC 350, “Intangibles — Goodwill
and Other” (“ASC 350”), goodwill is not amortized, but
rather is reviewed for impairment at the reporting unit
level on the first day of the Company’s fourth quarter
of each fiscal year, or when there is evidence that
events or changes in circumstances indicate it is more
likely than not that the fair value of a reporting unit is
less than its carrying amount, including goodwill.
Under ASC 350, the Company has the option to first
assess qualitatively whether it is more likely than not
that the fair value of a reporting unit is less than its
carrying amount, including goodwill. In performing
qualitative assessments, the Company considers the
following
factors
which
could
trigger
a
goodwill
impairment review: (i) significant underperformance
relative to historical or projected future operating
results; (ii) significant changes in the manner or use of
the acquired assets or the strategy for the Company’s
overall business; (iii) significant negative industry or
economic trends; (iv) a significant decline in the
Company’s stock price for a sustained period; and
(v) a significant change in the Company’s market
capitalization relative to its net book value.
If qualitative assessments conclude that it is more
likely than not that the fair value of any reporting unit
is
less
than
its
carrying
value,
quantitative
assessments
are
performed
on
the
applicable
reporting
units.
The
quantitative
assessments
consider both the income and market approaches to
estimate the fair value of a reporting unit. The income
approach is based on the discounted cash flow
method that uses estimates of the reporting unit’s
revenue growth rates and operating margins as part of
the Company’s long-term planning process, taking into
consideration historical data and industry and market
conditions. The discount rate used to determine the
present value of future cash flows is based on the
weighted-average cost of capital adjusted for the
relevant
risk
associated
with
business-specific
characteristics and the uncertainty related to the
ability to execute on the projected cash flows. The
market
approach
estimates
fair
value
based
on
market multiples of revenue and earnings derived from
comparable publicly traded companies with similar
operating and investment characteristics.
Refer to Note 7 for additional information regarding
goodwill and intangible asset impairment testing.
Identified Intangible Assets
The
Company
amortizes
definite-lived
intangible
assets
(including
developed
technology,
customer
relationships, technology licenses and trade names)
on a straight-line basis over their estimated useful
lives. In-process research and development (“IPRD”)
assets represent the fair value of incomplete R&D
projects that had not reached technological feasibility
as of the date of the acquisition and are initially not
subject
to
amortization.
Upon
completion
of
development,
IPRD
assets
are
transferred
to
developed technology and are amortized over their
useful lives. The asset balances relating to abandoned
projects are impaired and expensed to R&D.
The Company evaluates definite-lived intangible assets
for impairment in accordance with ASC 360-10-35,
“Impairment or Disposal of Long-Lived Assets” to
determine whether facts and circumstances (including
external factors such as industry and economic trends
and
internal
factors
such
as
changes
in
the
Company’s business strategy and forecasts) indicate
that the carrying amount of the assets may not be
recoverable. If such facts and circumstances exist, the
Company assesses the recoverability of identified
intangible
assets
by
comparing
the
projected
undiscounted net cash flows associated with the
related asset or group of assets over their remaining
lives
against
their
respective
carrying
amounts.
Impairments, if any, are based on the excess of the
carrying amounts over the fair value of those assets
and
are
recognized
in
the
period
in
which
the
impairment determination was made.
Revenue Recognition
The Company generates revenue primarily from the
sale of semiconductor products, either directly to a
customer or to a distributor, or at completion of a
consignment process. Revenue is recognized when
control
of
the
promised
goods
or
services
is
transferred
to
the
Company’s
customers,
in
an
amount that reflects the consideration to which the
Company expects to be entitled in exchange for those
goods or services. A majority of the Company’s
revenue is recognized at a point in time, either on
shipment or delivery of the product, depending on
individual customer terms and conditions. Revenue
from sales to the Company’s distributors is recognized
upon shipment of the product to the distributors
(sell-in). Revenue is recognized from the Company’s
consignment programs at a point in time when the
products are pulled from consignment inventory by the
customer.
Revenue
recognized
for
products
and
services over time is approximately 4% of overall
revenue. The Company applies a five-step approach as
defined in ASC 606, “Revenue from Contracts with
Customers,” in determining the amount and timing of
revenue to be recognized: (1) identifying the contract
with
a
customer;
(2)
identifying the
performance
obligations
in
the
contract;
(3)
determining
the
transaction price; (4) allocating the transaction price
48

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
to the performance obligations in the contract; and
(5)
recognizing
revenue
when
the
corresponding
performance obligation is satisfied.
Sales agreements are in place with certain customers
and contain terms and conditions with respect to
payment, delivery, warranty and supply, but typically do
not require minimum purchase commitments. In the
absence
of
a
sales
agreement,
the
Company’s
standard terms and conditions apply. The Company
considers a customer’s purchase order, which is
governed by a sales agreement or the Company’s
standard terms and conditions, to be the contract with
the customer.
The
Company’s
pricing
terms
are
negotiated
independently on a stand-alone basis. In determining the
transaction price, the Company evaluates whether the
price is subject to refund or adjustment to determine the
net consideration to which the Company expects to be
entitled. Variable consideration in the form of rebate
programs is offered to certain customers, including
distributors, and represents less than 10% of net
revenue in fiscal 2024. The Company determines
variable consideration by estimating the most likely
amount of consideration it expects to receive from the
customer. The Company’s terms and conditions do not
give its customers a right of return associated with the
original sale of its products. However, the Company may
authorize sales returns under certain circumstances,
which include courtesy returns and like-kind exchanges.
The Company reduces revenue and records reserves for
product returns and allowances, rebate programs and
scrap allowance based on historical experience or
specific identification depending on the contractual
terms of the arrangement.
The Company’s accounts receivable balance is from
contracts
with
customers
and
represents
the
Company’s unconditional right to receive consideration
from
its
customers.
Payments
are
due
upon
completion
of
the
performance
obligation
and
subsequent invoicing. Substantially all payments are
collected within the Company’s standard terms, which
do not include any financing components. There have
been no material impairment losses on accounts
receivable for fiscal years 2024, 2023 or 2022.
Contract assets and contract liabilities recorded on
the Consolidated Balance Sheets were immaterial as
of March 30, 2024 and April 1, 2023.
The Company invoices customers upon shipment and
recognizes revenue in accordance with delivery terms.
As
of
March
30,
2024,
the
Company
had
$76.9 million in remaining unsatisfied performance
obligations with an original duration greater than one
year,
of
which
the
majority
is
expected
to
be
recognized as income over the next 12 months.
The Company includes shipping charges billed to
customers in “Revenue” and includes the related
shipping
costs
in
“Cost
of
goods
sold”
in
the
Consolidated
Statements
of
Operations.
Taxes
assessed
by
government
authorities
on
revenue-
producing transactions, including tariffs, value-added
taxes and excise taxes, are excluded from revenue in
the Consolidated Statements of Operations.
The Company incurs commission expense that is
incremental to obtaining contracts with customers.
Sales
commissions
(which
are
recorded
in
the
“Selling, general and administrative” expense line
item in the Consolidated Statements of Operations)
are
expensed
when
incurred
because
such
commissions are not owed until the performance
obligation is satisfied, which coincides with the end of
the contract term, and therefore, no remaining period
exists over which to amortize the commissions.
Research and Development
The Company charges all R&D costs to expense as
incurred.
Income Taxes
The Company accounts for income taxes under the
liability method, which requires recognition of deferred
tax assets and liabilities for the temporary differences
between the financial reporting and tax basis of
assets
and
liabilities
and
for
tax
carryforwards.
Deferred
tax
assets
and
liabilities
for
each
tax
jurisdiction are measured using the enacted statutory
tax
rates
in
effect
for
the
years
in
which
the
differences
are
expected
to
reverse.
A
valuation
allowance is provided against deferred tax assets to
the extent the Company determines it is more likely
than not that some portion or all of its deferred tax
assets will not be realized.
A more-likely-than-not recognition threshold is required
to be met before the Company recognizes the benefit
of an income tax position in its financial statements.
The Company’s policy is to recognize accrued interest
and penalties, if incurred, on any unrecognized tax
benefits as a component of income tax expense.
In accordance with ASC 740, “Income Taxes,” the
Company recognizes a deferred tax liability for income
taxes
on
unremitted
foreign
earnings
of
foreign
subsidiaries which the Company intends to repatriate.
If the Company asserts that such earnings will be
permanently reinvested, a deferred tax liability is not
recognized
related
to
such
earnings.
It
is
the
Company’s intent to repatriate all previously taxed
earnings of foreign subsidiaries from outside the U.S.
49

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
Stock-Based Compensation
In accordance with ASC 718, “Compensation — Stock
Compensation”
(“ASC
718”),
stock-based
compensation cost is measured at the grant date,
based on the estimated fair value of the award using
an option pricing model for stock options (Black-
Scholes) and market price for restricted stock units,
and is recognized as expense over the employee’s
requisite service period.
As of March 30, 2024, total remaining unearned
compensation cost related to unvested restricted
stock
units
was
$159.4
million,
which
will
be
amortized over the weighted-average remaining service
period of approximately 1.4 years.
Foreign Currency Translation
The financial statements of foreign subsidiaries have
been translated into U.S. dollars in accordance with
ASC 830, “Foreign Currency Matters.” The functional
currency for most of the Company’s international
operations is the U.S. dollar. The functional currency
for
the
remainder
of
the
Company’s
foreign
subsidiaries
is
the
local
currency.
Assets
and
liabilities
denominated
in
foreign
currencies
are
translated using the exchange rates on the balance
sheet dates. Revenue and expenses are translated
using the weighted-average exchange rates throughout
the
year.
Translation
adjustments
are
shown
separately as a component of “Accumulated other
comprehensive loss” within “Stockholders’ equity” in
the Consolidated Balance Sheets. Foreign currency
transaction gains or losses (transactions denominated
in a currency other than the functional currency) are
reported in “Other income, net” in the Consolidated
Statements of Operations.
Supplemental Financial Information
The “Accrued liabilities” balance as of March 30,
2024 includes accrued compensation and benefits of
$116.0 million and accrued rebates of $106.9 million.
The “Accrued liabilities” balance as of April 1, 2023
includes
accrued
compensation
and
benefits
of
$92.9 million and accrued rebates of $42.8 million.
The “Other current liabilities” balance as of March 30,
2024 includes income taxes payable of $59.9 million.
The “Other current liabilities” balances as of April 1,
2023 includes income taxes payable of $63.6 million
and contingent consideration related to the acquisition
of United Silicon Carbide, Inc. (“United SiC”) of
$31.3 million, which was paid in fiscal 2024.
“Other
income,
net”
includes
$38.3
million,
$21.1 million and $2.7 million of interest income in
fiscal years 2024, 2023 and 2022, respectively.
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 credit is
provided for qualifying property, which is placed in
service after December 31, 2022. The CHIPS Act also
provides for certain other financial incentives to further
investments
in
domestic
semiconductor
manufacturing.
The
Company
is
evaluating
the
provisions of the law and its potential impact to the
Company.
2.
CONCENTRATIONS OF CREDIT RISK
The Company’s principal financial instrument subject
to potential concentration of credit risk is accounts
receivable, which is unsecured. The Company provides
an allowance for doubtful accounts equal to estimated
losses expected to be incurred in the collection of
accounts receivable. The Company’s trade receivables
are
evaluated
on
a
collective
(pool)
basis
and
aggregated on the basis of similar risk characteristics,
adjusting for broad-based economic indicators as well
as
customer
specific
factors.
The
Company
has
adopted credit policies and standards intended to
accommodate industry growth and inherent risk and
believes
that
credit
risks
are
moderated
by
the
financial stability of its major customers, conservative
payment
terms
and
the
Company’s
strict
credit
policies.
The Company provides products to its largest end
customer,
Apple
Inc.,
through
sales
to
multiple
contract
manufacturers,
which
in
the
aggregate
accounted for approximately 46%, 37% and 33% of
total revenue in fiscal years 2024, 2023 and 2022,
respectively.
Samsung
Electronics
Co.,
Ltd.,
accounted for approximately 12%, 12% and 11% of
total revenue in fiscal years 2024, 2023 and 2022,
respectively.
These
customers
primarily
purchase
radio frequency (“RF”) solutions for a variety of mobile
devices from the Company’s ACG segment.
The Company’s three largest accounts receivable
balances comprised approximately 60% and 54% of
aggregate gross accounts receivable as of March 30,
2024 and April 1, 2023, respectively.
50

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
3.
INVENTORIES
The components of inventories, net of reserves, are
as follows (in thousands):
March 30, 2024
April 1, 2023
Raw materials
$201,748
$264,367
Work in process
347,175
345,545
Finished goods
161,632
186,684
Total inventories
$710,555
$796,596
4.
BUSINESS HELD FOR SALE
On December 16, 2023, the Company entered into a
definitive agreement with Luxshare Precision Industry
Co., Ltd. (“Luxshare”) to divest its assembly and test
operations in Beijing and Dezhou, China for cash
proceeds of approximately $240.0 million. In the
fourth quarter of fiscal 2024, regulatory approvals
were received, and the Disposal Group met the criteria
to be classified as held for sale in accordance with
ASC 360, “Property, Plant and Equipment” (“ASC
360”). The divestiture of the Disposal Group did not
meet the criteria to be reported as discontinued
operations per ASC 205-20, “Presentation of Financial
Statements: Discontinued Operations.” In connection
with this transaction, which was completed on May 2,
2024,
Luxshare
is
providing
assembly
and
test
services to the Company under a long-term supply
agreement.
In
accordance
with
ASC
805,
“Business
Combinations,”
the
Disposal
Group constitutes
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 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 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 carrying
value of the Disposal Group exceeded the fair value
less costs to sell, a loss of $35.3 million was
recognized upon classification of the Disposal Group
as held for sale, which is recorded in “Other operating
expense”
in
the
Consolidated
Statement
of
Operations.
The carrying value of the major classes of assets and
liabilities classified as held for sale as of March 30,
2024 are as follows (in thousands):
Property and equipment, net
$133,425
Other assets
39,115
Goodwill
22,000
Loss on classification as held for sale
(35,262)
Total assets of disposal group held for
sale
$159,278
Accounts payable and accrued liabilities
$ 67,495
Other liabilities
20,877
Total liabilities of disposal group held
for sale
$ 88,372
5.
PROPERTY AND EQUIPMENT
The components of property and equipment are as
follows (in thousands):
March 30, 2024 (1) April 1, 2023
Land
$
23,039
$
25,842
Building and leasehold
improvements
354,037
463,888
Machinery and
equipment
2,091,268
2,430,307
Construction in progress
86,230
130,086
Total property and
equipment, gross
2,554,574
3,050,123
Less accumulated
depreciation
(1,683,592)
(1,900,317)
Total property and
equipment, net
$
870,982
$ 1,149,806
(1) Excludes $133.4 million of property and equipment, net
which has been reclassified to “Assets of disposal group
held for sale.” Refer to Note 4 for additional information.
6.
BUSINESS ACQUISITIONS
During
fiscal 2024,
the
Company
completed the
acquisition of Anokiwave. During fiscal 2022, the
Company completed the acquisitions of United SiC
and
NextInput,
Inc.
(“NextInput”).
The
goodwill
resulting from these acquisitions is attributed to
synergies and other benefits that are generated from
these transactions.
The operating results of these companies, which were
not material either individually or in the aggregate,
have been included in the Company’s consolidated
financial statements as of the acquisition dates. As a
result, pro forma results of operations for these
acquisitions have not been presented.
Anokiwave, Inc.
On February 5, 2024, the Company acquired all the
outstanding equity interests of Anokiwave, a leading
supplier of high-performance beamforming and mixed
51

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
signal integrated circuits (“ICs”) enabling intelligent
active array antennas for defense and aerospace,
satellite communication and 5G applications, for a
total purchase price of $93.7 million. The acquisition
added high-frequency beamforming and intermediate
frequency to RF conversion ICs to the Company’s broad
RF offerings enabling complete RF system solutions.
The purchase price was preliminarily allocated based
on the estimated fair values of the assets acquired
and liabilities assumed as follows (in thousands):
Intangible assets
$47,700
Goodwill
16,140
Net tangible assets (1)
23,815
Deferred tax asset, net
6,030
Total purchase price
$93,685
(1) Includes cash acquired of $10.7 million.
The significant intangible assets acquired included
developed technology of $34.0 million and customer
relationships of $13.0 million.
The fair value of the developed technology acquired
was determined based on an income approach using
the “excess earnings method” which estimated the
value of the intangible asset by discounting the future
projected earnings of the asset to present value as of
the valuation date. The acquired developed technology
asset is being amortized on a straight-line basis over
its estimated useful life of seven years.
The fair value of the customer relationships acquired
was determined based on an income approach using
the “with and without method” in which the value of
the intangible asset is determined by the difference in
discounted cash flows
of the profitability of the
Company “with” the asset and the profitability of the
Company
“without”
the
asset.
These
customer
relationships are being amortized on a straight-line
basis over the estimated useful life of two years.
The Company will continue to evaluate certain assets,
liabilities and tax estimates over the measurement
period (up to one year from the acquisition date).
Goodwill recognized from the acquisition of Anokiwave
has been assigned to the HPA segment and is not
deductible for income tax purposes.
During fiscal 2024, the Company recorded acquisition
and
integration-related
costs
associated
with
the
acquisition
of
Anokiwave
totaling
$6.4
million
in
“Other
operating
expense”
in
the
Consolidated
Statement of Operations. During fiscal 2024, the
Company also recorded $1.3 million of acquisition and
integration-related costs in “Cost of goods sold” in the
Consolidated Statement of Operations.
United Silicon Carbide, Inc.
On October 19, 2021, the Company acquired all the
outstanding equity interests of United SiC, a leading
manufacturer
of
silicon
carbide
(“SiC”)
power
semiconductors,
for
a
total
purchase
price
of
$236.7
million.
The
acquisition
expanded
the
Company’s offerings to include SiC power products for
a range of applications such as electric vehicles,
battery charging, IT infrastructure, renewables and
circuit protection.
The purchase price comprised cash consideration of
$227.2 million and contingent consideration of up to
$31.3 million which was paid to the sellers during the
first quarter of fiscal 2024 (in accordance with the
terms
of
the
acquisition
agreement)
due
to
the
achievement of certain revenue and gross margin
targets over the period beginning on the acquisition
date through December 31, 2022.
During fiscal years 2024, 2023 and 2022, the Company
recorded
acquisition
and
integration-related
costs
associated with the acquisition of United SiC totaling
$0.9
million,
$14.6
million
and
$12.2
million,
respectively,
in
“Other
operating
expense”
in
the
Consolidated Statements of Operations. During fiscal
2022, the Company also recorded $3.6 million of
acquisition and integration-related costs in “Cost of goods
sold” in the Consolidated Statement of Operations.
NextInput, Inc.
On April 5, 2021, the Company acquired all the
outstanding equity interests of NextInput, a leader in
microelectromechanical
system
(“MEMS”)-based
sensing solutions, for a total cash purchase price of
$173.3
million.
The
acquisition
expanded
the
Company’s offerings of MEMS-based products for
mobile applications, providing sensing solutions for a
broad range of applications in other markets.
In connection with the Company’s fiscal 2022 annual
qualitative
goodwill
impairment
assessment,
it
was
determined that the market adoption of the acquired
NextInput technology into mobile handsets was expected
to be delayed compared to the previous assumptions. As
a
result,
the
Company
completed
a
quantitative
assessment of its reporting unit, which resulted in a
goodwill impairment charge of $48.0 million.
Other Acquisitions
The
Company
recorded
additional
acquisition
and
integration-related costs in fiscal years 2024, 2023 and
2022 of $2.6 million, $8.7 million and $12.2 million,
respectively,
primarily
resulting
from
businesses
acquired in fiscal years 2022, 2021 and 2020. These
costs, which primarily relate to ongoing compensation
arrangements,
are
included
in
“Other
operating
expense” in the Consolidated Statements of Operations.
52

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
7.
GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for fiscal 2024 are as follows (in thousands):
HPA
CSG
ACG
Total
Balance as of April 1, 2023 (1)
$501,602
$ 525,351
$1,733,860
$2,760,813
Goodwill impairment
—
(221,414)
—
(221,414)
Goodwill resulting from Anokiwave acquisition (2)
16,140
—
—
16,140
Effect of changes in foreign currency exchange rates
—
1,062
—
1,062
Goodwill reclassified to “Assets of disposal group held for
sale” (3)
(200)
(4,700)
(17,100)
(22,000)
Balance as of March 30, 2024 (1)
$517,542
$ 300,299
$1,716,760
$2,534,601
(1) The Company’s goodwill balance is presented net of accumulated impairment losses and write-offs totaling $903.4 million and
$682.0 million as of March 30, 2024 and April 1, 2023, respectively, which were recognized in fiscal years 2009, 2013, 2014, 2022, 2023
and 2024.
(2) Refer to Note 6 for additional information.
(3) Refer to Note 4 for additional information.
The Company operates under three segments with a total of seven reporting units as of March 30, 2024. During
fiscal 2024, the Company completed the sale of its non-core biotechnology business, which was a stand-alone
reporting unit.
During the second quarter of fiscal 2024, the Company completed an interim test for goodwill impairment as
management determined, based on revisions to long-term forecasts, it was more likely than not that the fair value
of a reporting unit within the CSG segment was below its carrying amount. The quantitative analysis, which
considered the income approach and the market approach to estimate the reporting unit’s fair value, resulted in a
goodwill impairment charge of approximately $48.0 million. In the third quarter of fiscal 2024, the Company
concluded that an impairment triggering event occurred for this same reporting unit as new information was
received regarding slower than expected market adoption for one of CSG’s new technologies and lower attach rates
for a second CSG technology (resulting in further revisions to the long-term forecasts of this reporting unit). The
Company concluded that it was more likely than not that the fair value of this reporting unit was below its carrying
amount and a quantitative analysis was performed. The quantitative analysis, which considered the income
approach and the market approach to estimate the reporting unit’s fair value, resulted in a goodwill impairment
charge of approximately $173.4 million.
In fiscal 2023, the Company recorded a goodwill impairment charge of $12.4 million related to its biotechnology
business. In fiscal 2022, the Company recorded a goodwill impairment charge of $48.0 million related to its
NextInput business.
The following summarizes information regarding the gross carrying amounts and accumulated amortization of
intangible assets (in thousands):
March 30, 2024
April 1, 2023
Gross
Carrying Amount
Accumulated
Amortization
Gross
Carrying Amount
Accumulated
Amortization
Developed technology
$
903,089
$484,347
$872,106
$382,448
Customer relationships
100,040
67,999
104,616
67,485
Technology licenses
54,869
6,525
1,664
513
Trade names
1,610
939
910
789
IPRD
9,585
N/A
9,642
N/A
Total (1)
$1,069,193
$559,810
$988,938
$451,235
(1) 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. In connection with
53

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
completing the Company’s fiscal 2024 goodwill impairment assessments, the Company also evaluated its long-
lived intangible assets and determined that the forecasted undiscounted cash flows related to these assets were
in excess of their carrying values. No definite-lived intangible asset impairment charges were recorded for fiscal
years 2024, 2023 or 2022.
Total intangible assets amortization expense was $127.9 million, $132.4 million and $150.5 million in fiscal years
2024, 2023 and 2022, respectively.
The following table provides the Company’s estimated amortization expense for intangible assets for the periods
indicated (in thousands):
Fiscal Year
Estimated
Amortization
Expense
2025
$134,000
2026
123,000
2027
99,000
2028
58,000
2029
36,000
8.
INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Equity Method Investments
The Company invests in limited partnerships and accounts for these investments using the equity method. The
carrying amount of these investments as of March 30, 2024 and April 1, 2023 was $16.0 million and
$20.4 million, respectively, and is classified as “Long-term investments” in the Consolidated Balance Sheets.
During fiscal years 2024, 2023 and 2022, the Company recorded losses of $1.2 million and $4.2 million and
income of $12.0 million, respectively, based on its share of the limited partnerships’ earnings in “Other income,
net” in the Consolidated Statements of Operations. The Company received cash distributions totaling $3.2 million,
$2.5 million and $14.8 million during fiscal years 2024, 2023 and 2022, respectively. The cash distributions were
recognized as reductions to the carrying value of the investments and included in the cash flows from investing
activities in the Consolidated Statements of Cash Flows.
Fair Value of Financial Instruments
The following table sets forth, by level within the fair value hierarchy, financial assets and liabilities measured on a
recurring basis (in thousands):
Total
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
March 30, 2024
Marketable equity securities
$
84
$
84
$
—
$
—
Invested funds in deferred compensation plan (1)
52,327
52,327
—
—
April 1, 2023
Marketable equity securities
$
1,094
$ 1,094
$
—
$
—
Invested funds in deferred compensation plan (1)
40,653
40,653
—
—
Contingent earn-out liability (2)
(31,250)
—
—
(31,250)
(1) 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 as determined by quoted active market prices of the underlying
investments. Refer to Note 11 for further information on the Company’s non-qualified deferred compensation plan.
(2) The fair value of the contingent consideration liability which related to the acquisition of United SiC (refer to Note 6) was equal to the
maximum amount payable at April 1, 2023 and was subsequently paid in the first quarter of fiscal 2024.
54

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
9.
LEASES
The Company leases certain of its corporate, manufacturing and other facilities from multiple third-party real estate
developers. The Company also leases various machinery and office equipment. These operating leases expire at
various dates through 2034, and some of these leases have renewal options, with the longest ranging up to two,
ten-year periods.
Operating leases are classified in the Consolidated Balance Sheets as follows (in thousands):
March 30, 2024
April 1, 2023
Other non-current assets (1)
$61,293
$83,490
Other current liabilities (2)
15,601
19,357
Other long-term liabilities (2)
50,578
69,156
(1) The March 30, 2024 balance excludes $17.3 million of right-of-use assets which have been reclassified to “Assets of disposal group held for
sale.” Refer to Note 4 for additional information.
(2) The March 30, 2024 balances exclude $2.7 million and $12.7 million of current lease liabilities and long-term lease liabilities, respectively,
which have been reclassified to “Liabilities of disposal group held for sale.” Refer to Note 4 for additional information.
Details of operating leases are as follows (in thousands):
Fiscal Year
2024
2023
2022
Operating lease expense
$21,531
$20,162
$19,178
Short-term lease expense
7,359
7,798
7,726
Variable lease expense
5,323
5,386
4,886
Cash paid for amounts included in the measurement of operating lease liabilities
22,471
21,480
20,536
Right-of-use assets obtained in exchange for new operating lease liabilities
11,750
28,940
29,210
The weighted-average remaining lease term and weighted-average discount rate for operating leases are as follows:
March 30, 2024
April 1, 2023
Weighted-average remaining lease term (years)
6.3
6.5
Weighted-average discount rate
4.02%
3.98%
The aggregate future lease payments for operating leases as of March 30, 2024 are as follows (in thousands):
Fiscal Year
Lease
Payments (1)
2025
$17,185
2026
15,566
2027
11,945
2028
10,578
2029
5,840
Thereafter
13,335
Total future lease payments
74,449
Less imputed interest
(8,270)
Present value of lease liabilities
$66,179
(1) Excludes future lease payments with a present value of $15.4 million which have been reclassified to “Liabilities of disposal group held for
sale” on the Consolidated Balance Sheet. Refer to Note 4 for additional information.
55

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
10.
DEBT
The following table summarizes the outstanding debt (in thousands):
March 30, 2024
April 1, 2023
1.750% senior notes due 2024
$
439,738
$
500,000
4.375% senior notes due 2029
850,000
850,000
3.375% senior notes due 2031
700,000
700,000
Finance leases and other
—
1,666
Unamortized premium, discount and issuance costs, net
(1,726)
(3,283)
Total debt
1,988,012
2,048,383
Less current portion of debt
(438,740)
(310)
Total long-term debt
$1,549,272
$2,048,073
Credit Agreement
On September 29, 2020, the Company and certain of
its U.S. subsidiaries (the “Guarantors”) entered into a
five-year unsecured senior credit facility pursuant to a
credit agreement (as amended, restated, modified or
otherwise supplemented from time to time, the “2020
Credit Agreement”) with Bank of America, N.A., acting
as administrative agent and a syndicate of lenders.
The 2020 Credit Agreement amended and restated
the
previous
credit
agreement
dated
as
of
December 5, 2017. The 2020 Credit Agreement
included a senior revolving line of credit (the “2020
Revolving Facility”) of up to $300.0 million and a
senior term loan that was fully repaid in fiscal 2022.
The 2020 Revolving Facility was available to finance
working capital, capital expenditures and other general
corporate purposes.
On April 6, 2022, the Company and the administrative
agent entered into an amendment to the 2020 Credit
Agreement to replace the London Interbank Offered
Rate as a reference rate available for use in the
computation
of
interest
under
the
2020
Credit
Agreement.
On June 23, 2023, the Company entered into a
second amendment to the 2020 Credit Agreement.
The purpose of this amendment was to amend certain
covenants
related
to
the
Company’s
ratio
of
Consolidated Funded Indebtedness to Consolidated
EBITDA, as such terms were defined in the 2020
Credit Agreement. This amendment increased such
ratio to 4.00 to 1.00 for the fiscal quarters ended
July 1, 2023 and September 30, 2023 and 3.50 to
1.00 for the fiscal quarters ended December 30,
2023 and March 30, 2024.
During fiscal years 2024 and 2023, there were no
borrowings under the 2020 Revolving Facility.
The
2020
Credit
Agreement
contained
various
conditions, covenants and representations with which
the Company had to be in compliance in order to
borrow funds and to avoid an event of default. As of
March 30, 2024, the Company was in compliance with
these covenants.
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 “2024
Credit Agreement”), which replaced the 2020 Credit
Agreement. The 2024 Credit Agreement provides for a
$325.0 million senior revolving line of credit (the
“2024 Revolving Facility”). Up to $25.0 million of the
2024 Revolving Facility may be used for the issuance
of standby letters of credit and up to $10.0 million of
the 2024 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 2024 Revolving Facility be increased
by up to $325.0 million, subject to securing additional
funding commitments from existing or new lenders.
The 2024 Revolving Facility is available to finance
working capital, capital expenditures and other lawful
corporate purposes. The initial maturity date of the
2024 Revolving Facility is April 23, 2029, which may
be
extended
by
up
to
two
years
by
exercising
extension
options
provided
in
the
2024
Credit
Agreement.
At the Company’s option, loans under the 2024 Credit
Agreement will bear interest at (i) the Applicable Rate
(as defined in the 2024 Credit Agreement) plus Term
SOFR (as defined in the 2024 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 will 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
56

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
of one, three or six months, as selected by the
Company,
plus
an
adjustment
of
0.10%.
The
Applicable Rate will be determined by reference to a
pricing grid based on the Consolidated Leverage Ratio
(as defined in the 2024 Credit Agreement) or, at the
option of the Company, the Debt Rating (as defined in
the 2024 Credit Agreement). The Applicable Rate for
Term SOFR loans ranges from 1.000% per annum to
1.750% per annum and will initially be set at 1.250%
per annum until the delivery of the Company’s first
compliance certificate to the lenders. The Applicable
Rate for Base Rate loans ranges from 0.000% per
annum to 0.750% per annum and will initially be set at
0.250% per annum until the delivery of the Company’s
first compliance certificate to the lenders. Undrawn
amounts under the 2024 Revolving Facility are subject
to a commitment fee ranging from 0.125% to 0.275%.
Interest for Term SOFR loans will be 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 will be payable
quarterly in arrears. The Company will pay 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 2024 Credit Agreement.
The
2024
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, including a
financial covenant that the Company must maintain a
Consolidated Leverage Ratio not to exceed 3.50 to
1.00 as of the end of any fiscal quarter of the
Company,
provided
that
in
connection
with
an
acquisition
in
excess
of
$300.0
million,
the
Company’s maximum Consolidated Leverage Ratio
may increase on two occasions during the term of the
2024 Revolving Facility to 4.00 to 1.00, in each case
for four consecutive fiscal quarters, beginning with the
fiscal quarter in which such acquisition occurs.
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”).
The 2024 Notes will mature on December 15, 2024,
unless earlier redeemed in accordance with their
terms.
The
2024
Notes
are
senior
unsecured
obligations of the Company and are guaranteed, jointly
and severally, by the Guarantors.
The
2024
Notes
were
issued
pursuant
to
an
indenture, dated as of December 14, 2021 (the
“2021 Indenture”), by and among the Company, the
Guarantors and Computershare Trust Company, N.A.,
as trustee. The 2021 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 2021 Indenture also contains customary negative
covenants.
In connection with the offering of the 2024 Notes, the
Company agreed to provide the holders of the 2024
Notes with an opportunity to exchange the 2024
Notes for registered notes having terms substantially
identical to the 2024 Notes. On November 24, 2023,
the Company completed the exchange offer, in which
substantially all the privately placed 2024 Notes were
exchanged for new notes that have been registered
under the Securities Act of 1933, as amended (the
“Securities Act”).
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. The Company recognized a net gain on debt
extinguishment of $1.8 million, which is included in
“Other income, net” in the Consolidated Statement of
Operations. The remaining principal amount of the
2024 Notes of $439.7 million is included in “Current
portion of long-term debt” in the Consolidated Balance
Sheet as of March 30, 2024.
Interest is payable on the 2024 Notes on June 15 and
December 15 of each year. Interest paid on the 2024
Notes
during
fiscal
years
2024
and
2023
was
$8.6 million and $8.8 million, 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 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 substantially the same customary
57

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
events of default and negative covenants as the 2021
Indenture.
At any time prior to October 15, 2024, the Company
may redeem all or part of the 2029 Notes, at a
redemption price equal to 100% of their principal
amount, plus a “make whole” premium as of the
redemption date and accrued and unpaid interest. In
addition, at any time prior to October 15, 2024, the
Company may redeem up to 35% of the original
aggregate principal amount of the 2029 Notes with
the proceeds of one or more equity offerings, at a
redemption price equal to 104.375%, plus accrued
and unpaid interest. Furthermore, at any time on or
after October 15, 2024, the Company may redeem the
2029 Notes, in whole or in part, at the redemption
prices specified in the 2019 Indenture, plus accrued
and unpaid interest.
Interest is payable on the 2029 Notes on April 15 and
October 15 of each year. Interest paid on the 2029
Notes during each of the fiscal years 2024, 2023 and
2022 was $37.2 million.
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 2021 Indenture.
At any time prior to April 1, 2026, the Company may
redeem all or part of the 2031 Notes, at a redemption
price equal to 100% of their principal amount, plus a
“make whole” premium as of the redemption date and
accrued and unpaid interest. In addition, at any time
prior to April 1, 2026, the Company may redeem up to
40% of the original aggregate principal amount of the
2031 Notes with the proceeds of one or more equity
offerings, at a redemption price equal to 103.375%,
plus accrued and unpaid interest. Furthermore, at any
time on or after April 1, 2026, the Company may
redeem the 2031 Notes, in whole or in part, at the
redemption prices specified in the 2020 Indenture,
plus accrued and unpaid interest.
The 2031 Notes have not been and will not be
registered under the Securities Act, or any state
securities laws, and may not be offered or sold in the
United States absent an applicable exemption from
the registration requirements of the Securities Act and
applicable state securities laws.
Interest is payable on the 2031 Notes on April 1 and
October 1 of each year. Interest paid on the 2031
Notes during fiscal years 2024, 2023 and 2022 was
$11.8
million,
$23.6
million
and
$23.6
million,
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 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 estimated fair value of
the 2024 Notes, the 2029 Notes and the 2031 Notes
as of April 1, 2023 was $464.2 million, $785.9 million
and $565.3 million, respectively (compared to the
outstanding
principal
amount
of
$500.0
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 2024 Notes, 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
fiscal
2024,
the
Company
recognized
$72.1 million of interest expense primarily related to
the 2024 Notes, the 2029 Notes and the 2031
Notes, which was partially offset by $2.9 million of
interest capitalized to property and equipment. During
fiscal 2023, the Company recognized $72.3 million of
interest expense primarily related to the 2024 Notes,
2029 Notes and the 2031 Notes, which was partially
offset
by
$3.9
million
of
interest
capitalized
to
property and equipment. During fiscal 2022, the
Company recognized $67.0 million of interest expense
primarily related to the 2029 Notes and the 2031
Notes, which was partially offset by $3.7 million of
interest capitalized to property and equipment.
11.
RETIREMENT BENEFIT PLANS
Defined Contribution Plans
The
Company
offers
tax-beneficial
retirement
contribution plans to eligible employees in the U.S.
and certain other countries. Eligible employees in
certain countries outside of the U.S. are eligible to
participate in stakeholder, group or national pension
58

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
plans
with
differing
eligibility
and
contributory
requirements based on local and national regulations.
U.S. employees are eligible to participate in the
Company’s fully qualified 401(k) plan 30 days after
their date of hire. An employee may contribute and
invest pretax and/or Roth dollars into the 401(k) plan
up to the maximum legal limits (as defined by Federal
regulations). Employer contributions to the 401(k) plan
are made at the discretion of the Company’s Board of
Directors. Employees are immediately vested in their
own
contributions
as
well
as
employer
matching
contributions.
In total, the Company contributed $20.3 million,
$18.8 million and $17.6 million to its domestic and
foreign defined contribution plans during fiscal years
2024, 2023 and 2022, respectively.
Defined Benefit Pension Plans
The Company maintains two qualified defined benefit
pension plans for its subsidiaries located in Germany.
One of the plans is funded through a self-paid
reinsurance
program
with
assets
valued
at
$3.8 million as of March 30, 2024 and April 1, 2023
(included
in
“Other
non-current
assets”
in
the
Consolidated Balance Sheets). The pension benefit
obligations of both plans were $9.6 million and
$9.4 million as of March 30, 2024 and April 1, 2023,
respectively, which is included in “Accrued liabilities”
and “Other long-term liabilities” in the Consolidated
Balance Sheets. The benefit obligations for the plans
are calculated annually by an independent actuary and
require the use of significant judgment including
assumptions based on local economic conditions. The
net
periodic
benefit
cost
was
approximately
$0.5 million for fiscal years 2024 and 2023 and
$0.6 million for fiscal 2022.
Non-Qualified Deferred Compensation Plan
Certain employees and members of the Board of
Directors are eligible to participate in the Company’s
Non-Qualified Deferred Compensation Plan (“NQDC
Plan”). The NQDC Plan provides eligible participants
the
opportunity
to
defer
and
invest
a
specified
percentage of their cash compensation. The NQDC
Plan is a non-qualified plan that is maintained in a
rabbi trust, which restricts the Company’s use and
access to the assets held but is subject to the claims
of the Company’s creditors in the event that the
Company
becomes
insolvent.
The
amount
of
compensation to be deferred by each participant is
based on their own elections and is adjusted for any
investment changes that the participant directs. This
plan does not provide for employer contributions. The
deferred compensation obligation and the fair value of
the
investments
held
in
the
rabbi
trust
were
$52.3 million and $40.7 million as of March 30, 2024
and April 1, 2023, respectively. The current portion of
the deferred compensation obligation and fair value of
the assets held in the rabbi trust were $2.3 million and
$1.6 million as of March 30, 2024 and April 1, 2023,
respectively,
and
are
included
in
“Other
current
assets” and “Accrued liabilities” in the Consolidated
Balance
Sheets.
The
non-current
portion
of
the
deferred compensation obligation and fair value of the
assets held in the rabbi trust were $50.0 million and
$39.1 million as of March 30, 2024 and April 1, 2023,
respectively, and are included in “Other non-current
assets”
and
“Other
long-term
liabilities”
in
the
Consolidated
Balance
Sheets.
Fluctuations
in
the
market value of the investments held in the rabbi trust
result in the recognition of an investment gain or loss
and deferred compensation expense or income. The
change in the market value of the assets and the
corresponding
deferred compensation expense are
recognized in “Other income, net” and “Other operating
expenses,”
respectively,
in
the
Consolidated
Statements of Operations.
12.
COMMITMENTS AND CONTINGENT LIABILITIES
Purchase Obligations
As of March 30, 2024, the Company’s purchase
obligations (including capital commitments) totaled
approximately $527.4 million, of which approximately
$487.1 million is expected to be paid during fiscal
2025. In subsequent years, the Company expects to
pay approximately $24.2 million, $11.7 million and
$4.4 million related to these purchase obligations
during
fiscal
years
2026,
2027
and
2028,
respectively.
Noncancelable
purchase
obligations
represent payments due related to the purchase of
materials, manufacturing services and property and
equipment, a majority of which are not recorded as
liabilities in the Consolidated Balance Sheet because
the Company has not received the related goods or
services as of March 30, 2024.
In fiscal 2022, the Company entered into a long-term
capacity reservation agreement with a foundry supplier
to purchase a certain number of wafers through
calendar year 2025. During fiscal 2023, the agreement
was amended to extend the term through calendar year
2026, and the Company recorded total charges of
$181.0 million to “Cost of goods sold” based on the
actual and estimated purchase shortfalls. During fiscal
2024,
the
agreement
was
terminated
effective
December 31, 2023, and the Company is no longer
obligated to order silicon wafers from the foundry
supplier. Total charges of $38.4 million were recorded
to
“Cost
of
goods
sold”
in
the
fiscal
2024
Consolidated Statement of Operations, primarily due to
a contract termination fee.
59

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
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.
13.
RESTRUCTURING
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 on May 2, 2024 and will further enhance the Company’s operational efficiencies and
reduce capital intensity (refer to Note 4 for additional information). During fiscal 2025, the Company expects to
incur additional charges associated with the 2024 Restructuring Initiative of approximately $5.0 million to
$10.0 million, primarily related to employee termination benefits and legal and consulting fees.
The following table summarizes fiscal 2024 charges resulting from the 2024 Restructuring Initiatives (in
thousands):
Cost of
Goods
Sold
Other
Operating
Expense
Total
Contract termination and other costs
$
—
$ 7,213
$ 7,213
Asset impairment costs (1)
1,213
35,733
36,946
One-time employee termination benefits
—
8,887
8,887
Total
$1,213
$51,833
$53,046
(1) Refer to Note 4 for additional information.
During fiscal 2023, the Company initiated actions to improve efficiencies in its operations and further align the
organization with its strategic objectives. These initiatives (the “2023 Restructuring Initiatives”) included seeking
strategic alternatives related to its non-core biotechnology business. In fiscal 2024, the Company recognized a gain
on the sale of its non-core biotechnology business, which is recorded in “Other operating expense” in the
Consolidated Statement of Operations.
As of March 30, 2024, the Company has incurred cumulative charges of $163.9 million related to the 2023
Restructuring Initiatives. The 2023 Restructuring Initiatives have been completed and the Company does not
expect to incur additional charges.
The following tables summarize, by fiscal year, the charges resulting from the 2023 Restructuring Initiatives (in
thousands):
Fiscal 2024
Cost of
Goods
Sold
Other
Operating
Expense
Total
Contract termination and other costs
$19,028
$ 4,244
$23,272
Asset impairment costs
2,159
9,307
11,466
One-time employee termination benefits
—
2,681
2,681
Total
$21,187
$16,232
$37,419
60

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
Fiscal 2023
Cost of
Goods
Sold
Goodwill
Impairment
Other
Operating
Expense
Total
Contract termination and other costs
$ 3,600
$
—
$19,183
$ 22,783
Asset impairment costs (1)
43,004
12,411
45,422
100,837
One-time employee termination benefits
—
—
2,885
2,885
Total
$46,604
$12,411
$67,490
$126,505
(1) Refer to Note 7 for additional information.
Asset impairment costs include inventory write-downs (for inventory expected to be disposed of) and equipment
impairments (to adjust the carrying value of certain equipment to reflect its fair value). The estimated fair value of
the equipment was determined using a market approach based upon quoted market prices from auction data. The
significant inputs related to valuing these assets are classified as Level 2 in the fair value measurement hierarchy.
The following table summarizes the activity related to the Company’s restructuring liabilities for fiscal years 2023
and 2024 (in thousands):
One-Time
Employee
Termination
Benefits
Contract
Termination
and Other
Costs
Total
Accrued restructuring balance, April 2, 2022
$
—
$
—
$
—
Costs incurred and charged to expense
2,885
22,783
25,668
Cash payments
(2,885)
(17,535)
(20,420)
Accrued restructuring balance, April 1, 2023
$
—
$
5,248
$
5,248
Costs incurred and charged to expense
11,568
32,785
44,353
Cash payments
(3,789)
(22,344)
(26,133)
Accrued restructuring balance, March 30, 2024
$ 7,779
$ 15,689
$ 23,468
The accrued restructuring balances as of March 30, 2024 represent estimated future cash payments required to
satisfy the Company’s remaining obligations, which are expected to be paid in the next twelve months.
In fiscal 2024, in connection with a prior restructuring initiative, the Company incurred immaterial legal fees,
recorded to “Other operating expense.”
14.
INCOME TAXES
Income (loss) before income taxes consists of the following components (in thousands):
Fiscal Year
2024
2023
2022
United States
$(281,790) $(466,070)
$
69,938
Foreign
355,350
590,699
1,111,146
Total
$
73,560
$ 124,629
$1,181,084
61

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
The components of the income tax provision are as follows (in thousands):
Fiscal Year
2024
2023
2022
Current tax expense:
Federal
$ (36,155) $(21,704)
$ (16,886)
State
(232)
(488)
(274)
Foreign
(88,090)
(65,430)
(98,696)
(124,477)
(87,622)
(115,856)
Deferred tax (expense) benefit:
Federal
(6,532)
60,351
(18,398)
State
1,090
2,371
(2,762)
Foreign
(13,963)
3,423
(10,715)
(19,405)
66,145
(31,875)
Total
$(143,882) $(21,477)
$(147,731)
A reconciliation of the provision for income taxes to income tax expense computed by applying the statutory federal
income tax rate to pre-tax income for fiscal years 2024, 2023 and 2022 is as follows (dollars in thousands):
Fiscal Year
2024
2023
2022
Amount
Percentage
Amount
Percentage
Amount
Percentage
Income tax expense at statutory
federal rate
$ (15,448)
21.0%
$ (26,172)
21.0%
$(248,028)
21.0%
(Increase) decrease resulting from:
State (expense) benefit, net of
federal impact
(1,028)
1.4
2,259
(1.8)
(1,888)
0.2
Tax credits
67,726
(92.1)
97,809
(78.5)
118,877
(10.1)
Effect of changes in income tax rate
applied to net deferred tax
assets (1)
(150)
0.2
(950)
0.8
(25,679)
2.2
Foreign tax rate difference
46,102
(62.7)
73,491
(59.0)
148,932
(12.6)
Foreign permanent differences and
related items
(5,540)
7.5
(10,852)
8.7
786
(0.1)
Change in valuation allowance
(7,537)
10.2
385
(0.3)
231
(0.1)
Expiration of state and foreign
attributes
(1,947)
2.6
(1,962)
1.6
(3,048)
0.3
Stock-based compensation
(10,696)
14.5
(9,036)
7.2
11,148
(0.9)
Tax reserve adjustments
(8,451)
11.5
(9,437)
7.6
(3,262)
0.3
U.S. tax on foreign earnings,
including GILTI & FDII (2) (3)
(129,692)
176.4
(128,708)
103.3
(130,874)
11.1
Tax on unremitted foreign earnings
(3,283)
4.5
(402)
0.3
(1,033)
0.1
2024 Restructuring Initiative related
adjustments
(42,715)
58.1
—
—
—
—
Impairments and acquisition related
adjustments
(31,717)
43.2
(5,695)
4.5
(12,198)
1.0
Other income tax benefit (expense)
494
(0.7)
(2,207)
1.8
(1,695)
0.1
$(143,882)
195.6%
$ (21,477)
17.2%
$(147,731)
12.5%
(1) In fiscal 2022, the Company negotiated an extension to its tax holiday in Singapore, resulting in the revaluation of its deferred tax
assets. As a result, the Company recognized an income tax expense of $26.4 million due to the reduced tax rate.
(2) The Global Intangible Low-Taxed Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) provisions became effective for the
Company in fiscal 2019, at which time the Company elected to treat taxes due on future GILTI inclusions in U.S. taxable income as a
period cost.
(3) Beginning in fiscal 2023 and as required by the Tax Cuts and Jobs Act, the Company was required to capitalize and amortize
research and development expenses which were previously expensed for U.S. tax purposes.
62

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts
of
assets
and
liabilities
for
financial
reporting
purposes and the basis used for income tax purposes.
The deferred income tax assets and liabilities are
measured in each taxing jurisdiction using the enacted
tax rates and laws that will be in effect when the
differences are expected to reverse.
Significant components of the Company’s net deferred
income taxes are as follows (in thousands):
March 30, 2024 April 1, 2023
Deferred income tax assets:
Capitalized research and
development expenses
$
60,875
$
13,794
Research and other tax credits
54,681
57,048
Employee benefits
28,225
30,309
Net operating loss carryforwards
25,563
22,189
Inventories
16,290
24,374
Lease liabilities
14,395
18,768
Deferred revenue
153
14,475
Prepaid expenses
9
17,360
Other
12,736
15,898
Total deferred income tax assets
212,927
214,215
Valuation allowance
(43,636)
(35,896)
Total deferred income tax assets,
net of valuation allowance
$ 169,291
$ 178,319
Deferred income tax liabilities:
Intangible assets
$ (71,912)
$ (69,050)
Property and equipment
(48,139)
(39,806)
Accrued tax on unremitted
foreign earnings
(40,912)
(25,948)
Right-of-use assets
(13,301)
(17,457)
Other
(3,834)
(2,645)
Total deferred income tax
liabilities
(178,098)
(154,906)
Net deferred income tax
(liability) asset
$
(8,807)
$
23,413
Amounts included in the
Consolidated Balance Sheets:
Other non-current assets
$
25,400
$
38,060
Other long-term liabilities
(34,207)
(14,647)
Net deferred income tax
(liability) asset
$
(8,807)
$
23,413
The Company has recorded a valuation allowance
against certain U.S. and foreign deferred tax assets as
of March 30, 2024 and April 1, 2023. These valuation
allowances
were
established
based
upon
management’s opinion that it is more likely than not
(a likelihood of more than 50 percent) that the benefit
of these deferred tax assets will not be realized.
The valuation allowance against deferred tax assets
increased
in
fiscal
2024
by
$7.7
million
and
decreased
in
fiscal
years
2023
and
2022
by
$0.4 million and $0.2 million, respectively.
The components of the change in valuation allowances
and ending balances are as follows (in thousands):
Fiscal Year
2024
2023
2022
Beginning valuation
allowance
$35,896
$36,281
$36,512
Domestic net operating
losses and credits
(3,164)
583
1,339
Foreign net operating
losses and other
deferred tax assets
10,904
(968)
(1,570)
Ending valuation
allowance
$43,636
$35,896
$36,281
Components of ending
valuation allowance:
Domestic deferred tax
assets
$32,406
$35,570
$34,987
Foreign deferred tax
assets
11,230
326
1,294
Valuation allowance
$43,636
$35,896
$36,281
As of March 30, 2024, the Company had federal tax
loss carryforwards of approximately $37.3 million,
some of which expire in fiscal years 2025 to 2038,
and state tax loss carryforwards of approximately
$127.0 million that expire in fiscal years 2025 to
2044. Federal research credits of $89.5 million expire
in fiscal years 2039 to 2044 and federal foreign tax
credits of $8.9 million expire in fiscal 2034. A portion
of
the
Company’s
state
research
credits
of
$70.0 million expire in fiscal years 2025 to 2039,
while the remainder carry forward indefinitely. The
Company
had
foreign
tax
loss
carryforwards
of
$101.0 million, some of which expire in fiscal years
2025 to 2034. Each tax loss carryforward and tax
credit expire only if unused prior to their respective
expiration date. The utilization of acquired domestic
tax assets is subject to certain annual limitations as
required under Section 382 of the Internal Revenue
Code of 1986, as amended, and similar state income
tax provisions.
The
Company
currently
operates
in
numerous
international jurisdictions, which expose the Company
to
taxation
in
various
regions.
The
Company
continually evaluates its global cash needs and has
63

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
historically asserted that some of its unremitted
earnings were permanently reinvested. During the third
quarter of fiscal 2024, the Company entered into a
definitive agreement to divest its assembly and test
operations in China (refer to Note 4 for additional
information), and it was determined the Company
could no longer support its permanent reinvestment
assertion on related, unremitted earnings. As a result,
the
Company
is
not
permanently
reinvested
on
earnings of its foreign subsidiaries which have been
subject to U.S. federal taxation and has recognized a
corresponding deferred tax liability for the estimated
tax that would be incurred upon repatriation.
The Company has foreign subsidiaries with tax holiday
agreements in Costa Rica and Singapore. These tax
holiday agreements have varying rates and expire in
December 2027 and December 2031, respectively.
Incentives from these countries are subject to the
Company meeting certain employment and investment
requirements.
Relative
to
the
statutory
tax
rate,
income tax expense decreased by $57.2 million (an
impact of approximately $0.59 per basic and diluted
share) in fiscal 2024 and $65.5 million (an impact of
approximately $0.64 per basic and diluted share) in
fiscal 2023 as a result of these agreements.
The
Company’s
gross
unrecognized
tax
benefits
totaled
$158.9
million,
$152.3
million
and
$144.1 million as of March 30, 2024, April 1, 2023
and April 2, 2022, respectively. Of these amounts,
$152.6 million, $145.9 million and $137.5 million as
of March 30, 2024, April 1, 2023 and April 2, 2022,
respectively, represent the amounts of unrecognized
tax benefits that, if recognized, would impact the
effective tax rate in each of the fiscal years.
The
Company’s
gross
unrecognized
tax
benefits
increased from $152.3 million as of April 1, 2023 to
$158.9 million as of March 30, 2024, primarily due to
current
year
tax
positions,
positions
related
to
business combinations recognized as part of the
purchase accounting and the effect of adjustments to
prior year positions.
A summary of the changes in the amount of gross
unrecognized tax benefits is as follows (in thousands):
Fiscal Year
2024
2023
2022
Beginning balance
$152,331
$144,055
$134,068
Additions based on
positions related to
current year
5,298
9,718
11,826
Additions for tax
positions in prior
years
4,122
2,467
3,049
Reductions for tax
positions in prior
years
(2,416)
(363)
(1,669)
Expiration of statute
of limitations
(436)
(3,546)
(3,219)
Ending balance
$158,899
$152,331
$144,055
It is the Company’s policy to recognize interest and
penalties related to uncertain tax positions as a
component of income tax expense. During fiscal years
2024, 2023 and 2022, the Company recognized
$3.5
million,
$0.9
million
and
$(5.1)
million,
respectively,
of
interest
and
penalties
related
to
uncertain tax positions. Accrued interest and penalties
related
to
unrecognized
tax
benefits
totaled
$5.3 million, $1.9 million and $1.0 million as of
March 30, 2024, April 1, 2023 and April 2, 2022,
respectively.
The unrecognized tax benefits of $158.9 million and
accrued interest and penalties of $5.3 million at the
end of fiscal 2024 are recorded on the Consolidated
Balance Sheet as a $43.9 million other long-term
liability, with the balance reducing the carrying value of
the gross deferred tax assets.
Due
to
uncertainties
regarding
the
timing
of
examinations and the amount of settlements that may
be paid, if any, to tax authorities, the Company
believes it is reasonably possible that $24.9 million of
gross unrecognized tax benefits will be reduced within
the next 12 months.
The Company files a consolidated U.S. federal income
tax return, as well as separate and combined income
tax
returns
in
numerous
state
and
international
jurisdictions. The Company’s fiscal 2017 U.S. federal
and state tax returns and subsequent tax years
remain open for examination, as well as all attributes
brought forward into those years. The Company is also
subject to examination by various international tax
authorities. The tax years subject to examination vary
by jurisdiction.
64

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
15.
NET (LOSS) INCOME PER SHARE
The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands,
except per share data):
Fiscal Year
2024
2023
2022
Numerator:
Numerator for basic and diluted net (loss) income per share —
net (loss) income available to common stockholders
$(70,322) $103,152
$1,033,353
Denominator:
Denominator for basic net (loss) income per share —
weighted-average shares
97,557
102,206
110,196
Effect of dilutive securities:
Stock-based awards
—
813
1,350
Denominator for diluted net (loss) income per share — adjusted
weighted-average shares and assumed conversions
97,557
103,019
111,546
Basic net (loss) income per share
$
(0.72) $
1.01
$
9.38
Diluted net (loss) income per share
$
(0.72) $
1.00
$
9.26
In the computation of net loss per share for fiscal 2024, approximately 1.5 million shares of outstanding stock-
based awards were excluded because the effect of their inclusion would have been anti-dilutive. In the computation
of diluted net income per share for fiscal 2023, approximately 0.8 million shares of outstanding stock-based
awards were excluded because the effect of their inclusion would have been anti-dilutive. An immaterial number of
shares of outstanding stock-based awards were excluded from the computation of diluted net income per share for
fiscal 2022 because the effect of their inclusion would have been anti-dilutive.
16.
STOCK-BASED COMPENSATION
Summary of Stock Plans
2009 and 2012 Incentive Plans — TriQuint
Semiconductor, Inc.
Effective
upon
the
closing
of
the
Business
Combination, the Company assumed the TriQuint, Inc.
2009 Incentive Plan and the TriQuint, Inc. 2012
Incentive
Plan
(the
“TriQuint
Incentive
Plans”),
originally adopted by TriQuint. The TriQuint Incentive
Plans
provided
for
the
grant
of
stock
options,
restricted stock units, stock appreciation rights and
other stock or cash awards to employees, officers,
directors,
consultants,
agents,
advisors
and
independent
contractors
of
TriQuint
and
its
subsidiaries and affiliates. No further awards can be
granted under these plans.
2012 Stock Incentive Plan — Qorvo, Inc.
The 2012 Stock Incentive Plan (the “2012 Plan”) was
assumed by the Company in connection with the
Business
Combination
and
reapproved
by
the
Company’s
stockholders
on
August
8,
2017
for
purposes of Section 162(m) of the Internal Revenue
Code.
Under
the
2012
Plan,
the
Company
was
permitted to grant stock options and other types of
equity incentive awards, such as stock appreciation
rights, restricted stock awards, performance shares
and performance units. No further awards can be
granted under this plan.
2013 Incentive Plan — Qorvo, Inc.
Effective
upon
the
closing
of
the
Business
Combination, the Company assumed the TriQuint, Inc.
2013 Incentive Plan (the “2013 Incentive Plan”),
originally adopted by TriQuint, allowing the Company to
issue awards under this plan. The 2013 Incentive Plan
replaced
the
TriQuint
2012
Incentive
Plan
and
provided for the grant of stock options, restricted
stock units, stock appreciation rights and other stock
or cash awards to employees, officers, directors,
consultants,
agents,
advisors
and
independent
contractors
of
TriQuint
and
its
subsidiaries
and
affiliates
who
were
such
prior
to
the
Business
Combination
or
who
became
employed
by
the
Company or its affiliates after the closing of the
Business Combination. No further awards can be
granted under this plan.
2022 Stock Incentive Plan — Qorvo, Inc.
The Company currently grants equity-based awards to
eligible
employees,
directors
and
independent
contractors under the 2022 Stock Incentive Plan (the
“2022 Plan”), which was approved by the Company’s
65

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
stockholders on August 9, 2022. Under the 2022
Plan, the Company is permitted to grant awards, such
as restricted stock units, restricted stock awards,
performance
shares,
performance
units,
stock
options, stock appreciation rights and phantom stock
awards, to eligible participants. The maximum number
of shares issuable under the 2022 Plan may not
exceed 4.5 million shares (subject to adjustment for
anti-dilution
purposes).
The
aggregate
number
of
shares subject to performance-based restricted stock
units earned in fiscal 2024 under the 2022 Plan was
0.2
million
shares.
As
of
March
30,
2024,
approximately 3.1 million shares were available for
issuance under the 2022 Plan.
Employee Stock Purchase Plan — Qorvo, Inc.
Effective upon closing of the Business Combination,
the Company assumed the TriQuint Employee Stock
Purchase Plan (the “ESPP”), which is intended to
qualify as an “employee stock purchase plan” under
Section 423 of the Internal Revenue Code. All regular
full-time employees of the Company (including officers)
and all other employees who meet the eligibility
requirements of the plan may participate in the ESPP.
The ESPP provides eligible employees an opportunity
to acquire the Company’s common stock at 85.0% of
the lower of the closing price per share of the
Company’s common stock on the first or last day of
each six-month purchase period. As of March 30,
2024, 2.2 million shares were available for future
issuance under this plan. The Company makes no
cash
contributions
to
the
ESPP
but
bears
the
expenses of its administration. The Company issued
0.5 million shares under the ESPP in fiscal 2024 and
0.3 million shares in fiscal years 2023 and 2022.
For fiscal years 2024, 2023 and 2022, the primary
stock-based awards and their general terms and
conditions are as follows:
Restricted stock units granted by the Company in
fiscal years 2024, 2023 and 2022 are either service-
based or performance and service-based. Service-
based restricted stock units generally vest over a four-
year period from the grant date. Performance and
service-based restricted stock units are earned based
on
Company
performance
of
stated
business
objectives
during
the
fiscal
year
and,
if earned,
generally vest one-half when earned and the balance
over each of the following two years. Restricted stock
units granted to non-employee directors generally vest
over a one-year period from the grant date. In fiscal
2024, each non-employee director was eligible to
receive an annual grant of restricted stock units.
The restricted stock units granted to certain officers of
the Company generally will, in the event of the
officer’s termination other than for cause and subject
to the officer executing certain agreements in favor of
the Company, continue to vest pursuant to the same
vesting schedule as if the officer had remained an
employee of the Company and, as a result, these
awards are expensed at grant date. In fiscal 2024,
stock-based
compensation
of
$34.7
million
was
recognized upon the grant of 0.4 million restricted
share units to certain officers of the Company.
Stock-Based Compensation
Under ASC 718, stock-based compensation cost is
measured at the grant date, based on the estimated
fair value of the award using an option pricing model
for stock options (Black-Scholes) and market price for
restricted stock units and is recognized as expense
over the employee’s requisite service period. ASC 718
covers a wide range of stock-based compensation
arrangements including stock options, restricted share
plans, performance-based awards, share appreciation
rights and employee stock purchase plans.
Total
pre-tax
stock-based
compensation
expense
recognized
in
the
Consolidated
Statements
of
Operations was $120.8 million, $105.6 million and
$83.5 million, for fiscal years 2024, 2023 and 2022,
respectively, net of expense capitalized into inventory.
A summary of activity with respect to stock options
under the Company’s director and employee stock
plans follows:
Options
(in thousands)
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in thousands)
Outstanding as of
April 1, 2023
69
$20.95
Granted
—
—
Exercised
(66)
$20.13
Canceled
(2)
$15.47
Forfeited
—
—
Outstanding as of
March 30, 2024
1
$67.84
0.83
$65
Vested and expected
to vest as of
March 30, 2024
1
$67.84
0.83
$65
Options exercisable as
of March 30, 2024
1
$67.84
0.83
$65
The aggregate intrinsic value in the table above
represents the total pre-tax intrinsic value, based upon
the Company’s closing stock price of $114.83 as of
March 28, 2024 (the last Nasdaq trading day prior to
the end of fiscal 2024), that would have been received
66

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
by the option holders had all option holders with
in-the-money options exercised their options as of that
date. As of March 30, 2024, there was no remaining
unearned compensation
cost
related to
unvested
option awards.
The fair value of each option award is estimated on
the date of grant using a Black-Scholes option-pricing
model based on the historical volatility, dividend yield,
term and risk-free interest rate. There were no options
granted during fiscal years 2024, 2023 and 2022.
The total intrinsic value of options exercised during
fiscal years 2024, 2023 and 2022 was $5.1 million,
$16.5 million and $27.1 million, respectively.
Cash received from the exercise of stock options and
from participation in the employee stock purchase
plan (excluding accrued unremitted employee funds)
was approximately $36.4 million for fiscal 2024 and is
reflected in cash flows from financing activities in the
Consolidated Statement of Cash Flows. The Company
settles employee stock options with newly issued
shares of the Company’s common stock.
ASC 718 requires forfeitures to be estimated at the
time of grant and revised, if necessary, in subsequent
periods
if
actual
forfeitures
differ
from
those
estimates. Based upon historical pre-vesting forfeiture
experience, the Company assumed an annualized
forfeiture rate of 1.4% for both stock options and
restricted stock units.
A summary of activity with respect to restricted
stock units (“RSUs”) under the Company’s director
and employee stock plans follows:
RSUs
(in thousands)
Weighted-Average
Grant-Date
Fair Value
Unvested balance as of
April 1, 2023
1,832
$118.38
Granted
1,340
102.14
Vested
(830)
112.19
Forfeited
(118)
115.85
Unvested balance as of
March 30, 2024
2,224
$111.32
As of March 30, 2024, total remaining unearned
compensation cost related to unvested restricted
stock
units
was
$159.4
million,
which
will
be
amortized over the weighted-average remaining service
period of approximately 1.4 years.
The total intrinsic value of restricted stock units that
vested during fiscal years 2024, 2023 and 2022 was
$85.8 million, $74.1 million and $163.6 million,
respectively, based upon the fair market value of the
Company’s common stock on the vesting date. The
Company settles restricted stock units with newly
issued shares of the Company’s common stock.
17.
STOCKHOLDERS’ EQUITY
Stock Repurchase
On November 2, 2022, the Company announced that
its
Board
of
Directors
authorized
a
new
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 the current 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. As of
January 1, 2023, the Company’s 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
Consolidated
Statements
of
Stockholders’ Equity.
During
fiscal
years
2024,
2023
and
2022,
the
Company
repurchased
approximately
4.0
million
shares, 8.7 million shares and 7.3 million shares of
its common stock, respectively, for approximately
$403.0 million, $862.2 million and $1,152.3 million,
respectively (including transaction costs and excise
tax, as applicable) under the prior and current share
repurchase
programs.
As
of
March
30,
2024,
approximately $1,305.0 million remains authorized for
repurchases
under
the
current
share
repurchase
program.
Common Stock Reserved For Future Issuance
As of March 30, 2024, the Company had reserved a
total of approximately 7.5 million of its authorized
405.0 million shares of common stock for possible
future issuance as follows (in thousands):
Company stock incentive plans
3,088
Employee stock purchase plan
2,160
Unvested restricted stock units
2,224
Total shares reserved
7,472
67

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
18.
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION
The Company’s three operating and reportable segments 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 of 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 RF, analog mixed signal and power management solutions. HPA leverages a
diverse portfolio of differentiated technologies and products to support multiyear growth trends, including
electrification, renewable energy, the increasing semiconductor spend in defense and aerospace and 5G and 6G
network infrastructure.
CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning ultra-wideband,
Matter®, Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi®, cellular Internet of Things and MEMS-based sensors.
CSG’s markets include home and consumer electronics, industrial automation, automotive, smartphones,
wearables, and industrial and enterprise access points.
ACG is a leading global supplier of cellular RF solutions for smartphones, wearables, laptops, tablets and other
devices. ACG leverages world-class technology and systems-level expertise to deliver a broad portfolio of high-
performance cellular products to the world’s leading smartphone and consumer electronics companies.
The “All other” category includes operating expenses such as stock-based compensation expense, amortization of
intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill impairment,
charges associated with a long-term capacity reservation agreement, gain or loss on disposal of business and
assets 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.
The following tables present details of the Company’s operating and reportable segments and a reconciliation of
the “All other” category (in thousands):
Fiscal Year
2024
2023
2022
Revenue:
HPA
$
572,953
$
727,187
$
707,395
CSG
434,537
474,364
703,881
ACG
2,762,016
2,367,848
3,234,438
Total revenue
$3,769,506
$3,569,399
$4,645,714
Operating income (loss):
HPA
$
82,501
$
198,820
$
210,441
CSG
(88,649)
(72,080)
107,814
ACG
727,906
627,708
1,233,388
All other
(630,057)
(571,280)
(325,574)
Operating income
91,701
183,168
1,226,069
Interest expense
(69,245)
(68,463)
(63,326)
Other income, net
51,104
9,924
18,341
Income before income taxes
$
73,560
$
124,629
$1,181,084
68

Qorvo, Inc. and Subsidiaries Annual Report on Form 10-K 2024
Notes to Consolidated Financial Statements
Fiscal Year
2024
2023
2022
Reconciliation of “All other” category:
Stock-based compensation expense
$ (120,834) $ (105,580)
$
(83,507)
Amortization of intangible assets
(121,809)
(132,126)
(150,128)
Restructuring-related charges (1)
(92,764)
(114,094)
(2,121)
Acquisition and integration-related costs
(11,172)
(23,311)
(27,964)
Goodwill impairment (2)
(221,414)
(12,411)
(48,000)
Charges associated with a long-term capacity reservation
agreement (3)
(38,419)
(181,000)
—
Other
(23,645)
(2,758)
(13,854)
Loss from operations for “All other”
$ (630,057) $ (571,280)
$ (325,574)
(1) Refer to Note 13 for additional information.
(2) Refer to Note 7 for additional information.
(3) Refer to Note 12 for additional information.
The consolidated financial statements include revenue to customers by geographic region (based on the location of
the customers’ headquarters) that are summarized as follows (in thousands):
Fiscal Year
2024
2023
2022
Revenue:
United States
$2,175,937
$1,817,960
$1,928,403
China
726,810
741,405
1,499,212
Other Asia
517,683
498,966
620,620
Taiwan
260,839
308,642
345,869
Europe
88,237
202,426
251,610
Total revenue
$3,769,506
$3,569,399
$4,645,714
The consolidated financial statements include the following long-lived tangible asset amounts related to operations
of the Company by geographic region (in thousands):
March 30, 2024
April 1, 2023
Long-lived tangible assets:
United States
$795,466
$929,446
China (1)
18,563
169,215
Other countries
56,953
51,145
(1) Fiscal 2024 excludes $133.4 million of property and equipment, net which has been reclassified to “Assets of disposal group held for
sale.” Refer to Note 4 for additional information.
69

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Qorvo, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Qorvo, Inc. and subsidiaries (the Company) as
of March 30, 2024 and April 1, 2023, the related consolidated statements of operations, comprehensive (loss)
income, stockholders’ equity and cash flows for each of the three years in the period ended March 30, 2024, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
March 30, 2024 and April 1, 2023, and the results of its operations and its cash flows for each of the three years
in the period ended March 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of March 30, 2024, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework), and our report dated May 20, 2024 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to
which it relates.
Inventory—Valuation
Description of the
Matter
The
Company’s
inventory,
net
totaled
$710.6
million
as
of
March
30,
2024,
representing approximately 10.8% of total assets. As explained in Note 1 to the
consolidated
financial
statements,
the
Company
assesses
the
valuation
of
all
inventories including manufacturing raw materials, work-in-process, and finished goods
each reporting period. Obsolete inventory or inventory in excess of management’s
estimated demand forecasts is written down to its estimated net realizable value if less
than cost by recording an inventory reserve at each reporting period.
Auditing management’s estimates for inventory reserves involved subjective auditor
judgment because the assessment considers a number of factors, including estimated
customer demand forecasts, technological obsolescence risks, and possible alternative
uses that are affected at least partially by market and economic conditions outside the
Company’s control.
70

How We
Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s inventory reserve process. This included
testing controls over management’s review of the assumptions and data underlying the
inventory reserves, such as demand forecasts and consideration of how factors outside
of the Company’s control might affect the valuation of obsolete and excess inventory.
Our audit procedures included, among others, evaluating the significant assumptions
(e.g., customer demand forecasts, technological obsolescence, and possible alternative
uses) and the accuracy and completeness of underlying data used in management’s
assessment of inventory reserves. We evaluated inventory levels compared to forecasted
demand, historical sales and specific product considerations. We also assessed the
historical accuracy of management’s estimates for both the forecast assumptions and
the reserve estimate.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2018.
Charlotte, North Carolina
May 20, 2024
71

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Qorvo, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Qorvo, Inc. and subsidiaries’ internal control over financial reporting as of March 30, 2024, based
on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Qorvo, Inc. and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of March 30, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, the
related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows
for each of the three years in the period ended March 30, 2024, and the related notes and our report dated
May 20, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s assessment of internal control over financial reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Charlotte, North Carolina
May 20, 2024
72

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures
Disclosure controls and procedures refer to controls
and
other
procedures
designed
to
ensure
that
information required to be disclosed in the reports we
file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.
Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure
that information required to be disclosed by us in our
reports that we file or submit under the Exchange Act
is
accumulated
and
communicated
to
our
management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely
decisions
regarding
our
required
disclosure.
In
designing and evaluating our disclosure controls and
procedures, our management recognizes that any
controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance
of achieving the desired control objectives.
As of the end of the period covered by this report, the
Company’s management, including our Chief Executive
Officer and Chief Financial Officer, evaluated the
effectiveness of the Company’s disclosure controls
and procedures in accordance with Rule 13a-15 under
the Exchange Act. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer 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. Our Chief Executive Officer and Chief Financial
Officer also concluded that the Company’s disclosure
controls and procedures were effective, as of the end
of the period covered by this report, in ensuring that
information required to be disclosed by the Company
in the reports that it files or submits under the
Exchange Act is accumulated and communicated to
the
Company’s
management,
including
our
Chief
Executive
Officer
and
Chief
Financial
Officer,
as
appropriate,
to
allow
timely
decisions
regarding
required disclosure.
(b) Management’s assessment of internal control over
financial reporting
The
Company’s
management
is
responsible
for
establishing and maintaining adequate internal control
over financial reporting and for the assessment of the
effectiveness
of
internal
control
over
financial
reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over
financial reporting is a process designed by and under
the supervision of our Chief Executive Officer and
Chief Financial Officer and effected by our board of
directors,
management
and
other
personnel,
to
provide reasonable assurance regarding the reliability
of
financial
reporting
and
the
preparation
of
consolidated
financial
statements
for
external
purposes in accordance with U.S. generally accepted
accounting
principles.
Our
internal
control
over
financial
reporting
includes
those
policies
and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of assets of
the Company, (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of consolidated financial statements for
external purposes in accordance with U.S. generally
accepted accounting principles and that receipts and
expenditures of the Company are being made only in
accordance with authorizations of management and
directors of the Company, and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets
that could have a material effect on the consolidated
financial statements.
Management
assessed
the
effectiveness
of
our
internal
control
over
financial
reporting
as
of
March
30,
2024.
Management
based
this
assessment on criteria for effective internal control
over financial reporting described in Internal Control-
Integrated Framework (2013) issued by the Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission (“COSO”).
Based on this assessment, management concluded
that the Company’s internal control over financial
reporting was effective as of March 30, 2024, based
on
the
criteria
in
the
Internal
Control-Integrated
Framework (2013) issued by the COSO.
Ernst & Young LLP, an independent registered public
accounting firm, has issued an unqualified opinion on
the effectiveness of the Company’s internal control
over financial reporting, as of March 30, 2024, which
is included in this Annual Report on Form 10-K under
Part
II,
Item
8,
“Financial
Statements
and
Supplementary Data.”
(c) Changes in internal control over financial reporting
There were no changes in our Company’s internal
control over financial reporting during the quarter
ended March 30, 2024 that have materially affected,
or are reasonably likely to materially affect, our
internal control over financial reporting.
73

ITEM 9B.
OTHER INFORMATION.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
The following table describes actions by our directors and Section 16 officers with respect to plans intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c) during the fourth quarter of fiscal 2024. None of our
directors or Section 16 officers took actions with respect to a “non-Rule 10b5-1 trading arrangement,” as such
term is defined in Item 408(c) of Regulation S-K, during the fourth quarter of fiscal 2024.
Name and Title
Action
Date
Expiration of
Plan
Number of
Shares to
be Sold (1)
Robert A. Bruggeworth
President and Chief Executive Officer and Director
Adoption
2/5/2024
12/31/2024
106,714
Steven E. Creviston
Senior Vice President and President of Connectivity & Sensors
Adoption
2/5/2024
4/2/2025
30,000
(1) Represents the gross number of shares subject to the Rule 10b5-1 plan, excluding the potential effect of shares withheld for taxes.
Amounts may include shares to be earned as performance-based restricted stock unit awards (“PBRSUs”) and are presented at their
target amounts. The actual number of PBRSUs earned following the end of the applicable performance period, if any, will depend on
the relative attainment of the performance metrics.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT
INSPECTIONS.
Not applicable.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.
Information required by this Item may be found in our
definitive proxy statement for our 2024 Annual Meeting
of Stockholders under the captions “Committees and
Meetings,”
“Corporate
Governance,”
“Executive
Officers,” “Procedures for Director Nominations,” and
“Proposal 1 — Election
of
Directors,”
and
the
information therein is incorporated herein by reference.
The Company has adopted its “Code of Business
Conduct and Ethics,” and a copy is posted on the
Company’s
website
at
www.qorvo.com,
on
the
“Corporate
Governance”
tab
under
the
“Investor
Relations” page. In the event that we amend any of
the provisions of the Code of Business Conduct and
Ethics that requires disclosure under applicable law,
we
intend
to
disclose
such
amendment
on
our
website. Any waiver of the Code of Business Conduct
and Ethics for any executive officer or director must be
approved by the Board and will be promptly disclosed
in accordance with applicable law.
ITEM 11.
EXECUTIVE COMPENSATION.
Information required by this Item may be found in our
definitive
proxy
statement
for
our
2024
Annual
Meeting of Stockholders under the captions “Executive
Compensation”
and
“Compensation
Committee
Interlocks and Insider Participation,” “Compensation
Committee
Report,”
“Compensation
of
Executive
Officers,” “Compensation of Directors,” “CEO Pay
Ratio Disclosure,” “Pay Versus Performance,” and the
information
therein
is
incorporated
herein
by
reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
Information required by this Item may be found in our
definitive
proxy
statement
for
our
2024
Annual
Meeting of Stockholders under the captions “Security
Ownership
of
Certain
Beneficial
Owners
and
Management”
and
“Equity
Compensation
Plan
Information,”
and
the
information
therein
is
incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Information required by this Item may be found in our
definitive
proxy
statement
for
our
2024
Annual
Meeting of Stockholders under the captions “Related
Person Transactions” and “Corporate Governance,”
and the information therein is incorporated herein by
reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND
SERVICES.
Information required by this Item may be found in our
definitive
proxy
statement
for
our
2024
Annual Meeting of Stockholders under the captions
“Proposal 3 — Ratification of Appointment of Qorvo’s
Independent Registered Public Accounting Firm” and
“Corporate Governance,” and the information therein
is incorporated herein by reference.
74

PART IV
ITEM 15.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a)
The following documents are filed as part of this report:
(1) Financial Statements
i. Consolidated Balance Sheets as of March 30, 2024 and April 1, 2023.
ii. Consolidated Statements of Operations for fiscal years 2024, 2023 and 2022.
iii. Consolidated Statements of Comprehensive (Loss) Income for fiscal years 2024, 2023 and 2022.
iv. Consolidated Statements of Stockholders’ Equity for fiscal years 2024, 2023 and 2022.
v. Consolidated Statements of Cash Flows for fiscal years 2024, 2023 and 2022.
vi. Notes to Consolidated Financial Statements.
Reports of Independent Registered Public Accounting Firm.
(2) The financial statement schedules are not included in this item as they are either included within the
consolidated financial statements or the notes thereto in this Annual Report on Form 10-K or are inapplicable
and, therefore, have been omitted.
(3) The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on
Form 10-K.
(b)
Exhibits.
See the Exhibit Index.
(c)
Separate Financial Statements and Schedules.
None.
ITEM 16.
FORM 10-K SUMMARY.
None.
75

EXHIBIT INDEX
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of Qorvo, Inc., as amended (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
February 3, 2015)
3.2
Second Amended and Restated Bylaws of Qorvo, Inc., adopted on November 9, 2022 (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on
November 10, 2022)
4.1
Specimen Certificate of Common Stock of Qorvo, Inc. (incorporated by reference to Exhibit 4.1 to the
Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2015)
4.2
Indenture, dated as of September 30, 2019, among Qorvo, Inc., the Guarantors party thereto and
Computershare Trust Company, N.A., as Successor Trustee to MUFG Union Bank, N.A. (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 1,
2019)
4.3
Supplemental Indenture, dated as of December 20, 2019, among Qorvo, Inc., the Guarantors party
thereto and Computershare Trust Company, N.A., as Successor Trustee to MUFG Union Bank, N.A.
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the
SEC on December 20, 2019)
4.4
Second Supplemental Indenture, dated as of June 11, 2020, among Qorvo, Inc., the Guarantors party
thereto and Computershare Trust Company, N.A., as Successor Trustee to MUFG Union Bank, N.A.
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the
SEC on June 11, 2020)
4.5
Indenture, dated as of September 29, 2020, among Qorvo, Inc., the Guarantors and Computershare
Trust Company, N.A., as Successor Trustee to MUFG Union Bank, N.A. (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2020)
4.6
Indenture, dated as of December 14, 2021, among Qorvo, Inc., the Guarantors party thereto and
Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)
4.7
Description of Securities (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on
Form 10-K filed with the SEC on May 19, 2023)
10.1
Qorvo, Inc. 2007 Employee Stock Purchase Plan (As Assumed and Amended by Qorvo, Inc., and as
further amended, effective February 8, 2017) (incorporated by reference to Exhibit 10.1 to the
Company’s Annual Report on Form 10-K filed with the SEC on May 23, 2017)*
10.2
Qorvo, Inc. 2013 Incentive Plan (As Assumed and Amended by Qorvo, Inc.) (incorporated by reference to
Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 5,
2015 (File No. 333-201357))*
10.3
Qorvo, Inc. 2012 Incentive Plan (As Assumed by Qorvo, Inc.) (incorporated by reference to Exhibit 99.3
to the Company’s Registration Statement on Form S-8 filed with the SEC on January 5, 2015 (File
No. 333-201357))*
10.4
Qorvo, Inc. 2012 Stock Incentive Plan (As Assumed by Qorvo, Inc. and Amended and Restated Effective
January 1, 2015) (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement
on Form S-8 filed with the SEC on January 5, 2015 (File No. 333-201358))*
10.5
Qorvo, Inc. 2006 Directors Stock Option Plan (As Assumed by Qorvo, Inc. and Amended Effective
January 1, 2015) (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement
on Form S-8 filed with the SEC on January 5, 2015 (File No. 333-201358))*
10.6
Nonemployee Directors’ Stock Option Plan of Qorvo, Inc. (As Assumed by Qorvo, Inc. and Amended
Effective January 1, 2015) (incorporated by reference to Exhibit 99.4 to the Company’s Registration
Statement on Form S-8 filed with the SEC on January 5, 2015 (File No. 333-201358))*
10.7
Qorvo, Inc. Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on January 5, 2015)*
10.8
Qorvo, Inc. Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the SEC on February 10, 2015)*
10.9
Qorvo, Inc. Nonqualified Deferred Compensation Plan (As Assumed and Amended and Restated
Effective January 1, 2015) (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report
on Form 10-K filed with the SEC on May 27, 2015)*
76

Exhibit
No.
Description
10.10
Qorvo, Inc. Cash Bonus Plan (As Assumed and Amended and Restated Effective January 1, 2015)
(incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with
the SEC on May 27, 2015)*
10.11
Employment Agreement, dated as of November 12, 2008, between RF Micro Devices, Inc. and Robert
A. Bruggeworth (As Assumed by Qorvo, Inc.) (incorporated by reference to Exhibit 10.1 to RFMD’s
Current Report on Form 8-K filed with the SEC on November 14, 2008 (File No. 000-22511))*
10.12
Form of Stock Option Agreement (Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive
Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 5, 2015)*
10.13
Form of Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) pursuant to the
Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
10.14
Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior
Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to
Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
10.15
Form of Restricted Stock Unit Agreement (Performance-Based Award for Senior Officers (TSR))
pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the
Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
10.16
Qorvo, Inc. Severance Benefits Plan and Summary Plan Description (incorporated by reference to
Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2015)*
10.17
Form of Stock Option Agreement (Senior Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive
Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed
with the SEC on May 31, 2016)*
10.18
Form of Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) pursuant to the
Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s
Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
10.19
Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior
Officers) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to
Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
10.20
Form of Restricted Stock Unit Agreement (Performance-Based Award for Senior Officers (TSR))
pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.33 to
the Company’s Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
10.21
Form of Restricted Stock Unit Award Agreement (Director Annual/Supplemental RSU) pursuant to the
Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s
Annual Report on Form 10-K filed with the SEC on May 31, 2016)*
10.22
Form of Restricted Stock Unit Award Agreement (Director Annual/Supplemental RSUs) (deferral
election) pursuant to the Qorvo, Inc. 2012 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016)*
10.23
Qorvo, Inc. Cash Bonus Plan (As Amended and Restated Through June 9, 2016) (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
November 7, 2016)*
10.24
Qorvo, Inc. Short-Term Incentive Plan (As Amended and Restated Through February 14, 2024)*
10.25
2018 Declaration of Amendment to Qorvo, Inc. Nonqualified Deferred Compensation Plan, effective as
of April 1, 2018 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on
Form 10-K filed with the SEC on May 21, 2018)*
10.26
Second 2018 Declaration of Amendment to Qorvo, Inc. Nonqualified Deferred Compensation Plan,
dated as of October 8, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on February 7, 2019)*
10.27
2019 Declaration of Amendment to Qorvo, Inc. 2007 Employee Stock Purchase Plan, dated as of
October 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed with the SEC on January 30, 2020)*
10.28
2019 Declaration of Amendment to Qorvo, Inc. Nonqualified Deferred Compensation Plan, dated as of
October 30, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q filed with the SEC on January 30, 2020)*
10.29
2020 Declaration of Amendment to Qorvo, Inc. Nonqualified Deferred Compensation Plan, dated as of
December 17, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed with the SEC on February 4, 2021)*
77

Exhibit
No.
Description
10.30
2021 Declaration of Amendment to Qorvo, Inc. 2007 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on
May 24, 2021)*
10.31
Qorvo, Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on August 10, 2022)*
10.32
Form of Restricted Stock Unit Agreement (Service-Based Award for Senior Officers) pursuant to the
Qorvo, Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022)*
10.33
Form of Restricted Stock Unit Agreement (Director Annual/Supplemental RSUs) pursuant to the Qorvo,
Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 3, 2022)*
10.34
Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award for Senior
Officers) pursuant to the Qorvo, Inc. 2022 Stock Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 3,
2022)*
10.35
Credit Agreement, dated as of April 23, 2024, by and among Qorvo, Inc., as the Borrower, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders and
co-syndication agents party thereto (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on April 26, 2024).
19
Qorvo, Inc. Securities Trading Policy
21
Subsidiaries of Qorvo, Inc.
22
List of Subsidiary Guarantors
23.1
Consent of Independent Registered Public Accounting Firm
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
97.1
Qorvo, Inc. Compensation Recoupment Policy
101
The following materials from our Annual Report on Form 10-K for the fiscal year ended March 30,
2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated
Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of
Comprehensive (Loss) Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the
Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
104
The cover page from our Annual Report on Form 10-K for the year ended March 30, 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. The SEC file number for RFMD is 000-22511.
78

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: May 20, 2024
By:
/S/
ROBERT A. BRUGGEWORTH
Robert A. Bruggeworth
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Robert A. Bruggeworth and Grant A. Brown and each of them, as true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other
documents
in
connection
therewith,
with
the
Securities
and
Exchange
Commission,
granting
unto
said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on May 20, 2024.
/S/
ROBERT A. BRUGGEWORTH
Name:
Robert A. Bruggeworth
Title:
President, Chief Executive Officer and Director
(Principal Executive Officer)
/S/
GRANT A. BROWN
Name:
Grant A. Brown
Title:
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/S/
GINA B. HARRISON
Name:
Gina B. Harrison
Title:
Vice President and Corporate Controller
(Principal Accounting Officer)
/S/
DR. WALDEN C. RHINES
Name:
Dr. Walden C. Rhines
Title:
Chairman of the Board of Directors
/S/
JUDY BRUNER
Name:
Judy Bruner
Title:
Director
/S/
JOHN R. HARDING
Name:
John R. Harding
Title:
Director
/S/
DAVID H. Y. HO
Name:
David H. Y. Ho
Title:
Director
/S/
RODERICK D. NELSON
Name:
Roderick D. Nelson
Title:
Director
/S/
RALPH G. QUINSEY
Name:
Ralph G. Quinsey
Title:
Director
/S/
SUSAN L. SPRADLEY
Name:
Susan L. Spradley
Title:
Director
79

[THIS PAGE INTENTIONALLY LEFT BLANK]


7628 Thorndike Road | Greensboro, NC 27409 
www.qorvo.com