CONSOLIDATING FINANCIAL INFORMATION

As discussed in Note 7, the Notes were issued pursuant to the Indenture by and among the Company, the Company's domestic subsidiaries that guarantee the Company's obligations under its revolving credit facility, as guarantors, and MUFG Union Bank, N.A., as trustee. The Notes are fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary, each of which is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent Company"). As discussed in Note 1, the Business Combination of RFMD and TriQuint under Parent Company, a new holding company, closed on January 1, 2015. A guarantor subsidiary’s guarantee can be released in certain customary circumstances.

In accordance with Rule 3-10 of Regulation S-X, the following presents the condensed consolidating financial information separately for:


(i)	the Parent Company, the issuer of the Notes;


(ii)	the guarantor subsidiaries, on a combined basis, as specified in the Indenture;


(iii)	the non-guarantor subsidiaries, on a combined basis;


(iv)	consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate intercompany profit in inventory, (c) eliminate the investments in the Company’s subsidiaries and (d) record consolidating entries; and


(v)	the Company, on a consolidated basis.

Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and guarantor subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries that are eliminated upon consolidation. The financial information may not necessarily be indicative of the financial position, results of operations, comprehensive income (loss), and cash flows, had the Parent Company, guarantor or non-guarantor subsidiaries operated as independent entities.



	Condensed Consolidating Balance Sheet
	April 2, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	220,633	$	205,248	$	—		$	425,881
Short-term investments	—			186,808		—		—			186,808
Accounts receivable, less allowance	—			203,488		112,868		—			316,356
Intercompany accounts and notes receivable	—			532,508		404,330		(936,838		)	—
Inventories	—			186,627		325,346		(84,422		)	427,551
Prepaid expenses	—			56,151		7,699		—			63,850
Other receivables	—			37,033		10,347		—			47,380
Other current assets	—			40,866		518		—			41,384
Total current assets	—			1,464,114		1,066,356		(1,021,260		)	1,509,210
Property and equipment, net	—			807,586		239,495		(193		)	1,046,888
Goodwill	—			1,868,816		266,881		—			2,135,697
Intangible assets, net	—			786,314		1,026,201		—			1,812,515
Long-term investments	—			26,050		—		—			26,050
Long-term intercompany accounts and notes receivable	—			564,397		267,823		(832,220		)	—
Investment in subsidiaries	6,151,120			1,645,846		—		(7,796,966		)	—
Other non-current assets	1,091			39,478		25,890		—			66,459
Total assets	$	6,152,211		$	7,202,601	$	2,892,646	$	(9,650,639	)	$	6,596,819
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—		$	141,792	$	66,508	$	(2,936	)	$	205,364
Intercompany accounts and notes payable	—			404,330		532,508		(936,838		)	—
Accrued liabilities	25,445			93,609		18,835		—			137,889
Other current liabilities	—			20,122		10,426		—			30,548
Total current liabilities	25,445			659,853		628,277		(939,774		)	373,801
Long-term debt, net	988,130			—		—		—			988,130
Deferred tax liabilities	(93,340		)	195,462		50,038		—			152,160
Long-term intercompany accounts and notes payable	232,303			267,823		332,094		(832,220		)	—
Other long-term liabilities	—			39,288		43,768		—			83,056
Total liabilities	1,152,538			1,162,426		1,054,177		(1,771,994		)	1,597,147
Total stockholders’ equity	4,999,673			6,040,175		1,838,469		(7,878,645		)	4,999,672
Total liabilities and stockholders’ equity	$	6,152,211		$	7,202,601	$	2,892,646	$	(9,650,639	)	$	6,596,819



	Condensed Consolidating Balance Sheet
	March 28, 2015
(in thousands)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	154,332	$	145,482		$	—		$	299,814
Short-term investments	—		244,830		—			—			244,830
Accounts receivable, less allowance	—		247,533		106,297			—			353,830
Intercompany accounts and notes receivable	—		482,276		194,253			(676,529		)	—
Inventories	—		147,660		282,190			(82,950		)	346,900
Prepaid expenses	—		48,508		3,661			—			52,169
Other receivables	—		25,268		548			—			25,816
Deferred tax assets	85,150		63,965		1,093			—			150,208
Other current assets	—		25,853		685			—			26,538
Total current assets	85,150		1,440,225		734,209			(759,479		)	1,500,105
Property and equipment, net	—		684,363		199,089			(81		)	883,371
Goodwill	—		1,873,706		266,880			—			2,140,586
Intangible assets, net	—		988,367		1,318,862			—			2,307,229
Long-term investments	—		4,083		—			—			4,083
Long-term intercompany accounts and notes receivable	—		353,481		222,197			(575,678		)	—
Investment in subsidiaries	6,163,621		1,645,624		—			(7,809,245		)	—
Other non-current assets	—		30,158		26,847			—			57,005
Total assets	$	6,248,771	$	7,020,007	$	2,768,084		$	(9,144,483	)	$	6,892,379
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—	$	138,939	$	44,714		$	(1,185	)	$	182,468
Intercompany accounts and notes payable	—		194,253		482,276			(676,529		)	—
Accrued liabilities	—		113,451		18,420			—			131,871
Other current liabilities	—		18,005		(7,034		)	—			10,971
Total current liabilities	—		464,648		538,376			(677,714		)	325,310
Deferred tax liabilities	—		245,092		65,097			—			310,189
Long-term intercompany accounts and notes payable	75,611		222,197		277,870			(575,678		)	—
Other long-term liabilities	—		42,571		41,149			—			83,720
Total liabilities	75,611		974,508		922,492			(1,253,392		)	719,219
Total stockholders’ equity	6,173,160		6,045,499		1,845,592			(7,891,091		)	6,173,160
Total liabilities and stockholders’ equity	$	6,248,771	$	7,020,007	$	2,768,084		$	(9,144,483	)	$	6,892,379



	Consolidating Statement of Operations and Comprehensive Income (Loss)
	Fiscal Year Ended April 2, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	2,212,062		$	2,762,150		$	(2,363,486	)	$	2,610,726
Cost of goods sold	—			1,778,336			2,060,702			(2,277,865		)	1,561,173
Gross profit	—			433,726			701,448			(85,621		)	1,049,553
Operating expenses:
Research and development	67,158			106,560			304,219			(29,174		)	448,763
Marketing and selling	28,438			127,499			285,354			(20,824		)	420,467
General and administrative	43,920			24,315			75,239			(29,842		)	113,632
Other operating expense	—			50,928			2,447			1,348			54,723
Total operating expenses	139,516			309,302			667,259			(78,492		)	1,037,585
Income (loss) from operations	(139,516		)	124,424			34,189			(7,129		)	11,968
Interest expense	(21,895		)	(2,419		)	(3,029		)	4,027			(23,316		)
Interest income	—			2,650			3,003			(3,585		)	2,068
Other income (expense)	—			5,467			(298		)	1,249			6,418
(Loss) income before income taxes	(161,411		)	130,122			33,865			(5,438		)	(2,862		)
Income tax (expense) benefit	44,014			(49,751		)	(20,246		)	—			(25,983		)
Income in subsidiaries	88,552			—			—			(88,552		)	—
Net (loss) income	$	(28,845	)	$	80,371		$	13,619		$	(93,990	)	$	(28,845	)

Comprehensive (loss) income	$	(31,854	)	$	76,118		$	14,862		$	(90,980	)	$	(31,854	)



	Consolidating Statement of Operations and Comprehensive Income (Loss)
	Fiscal Year Ended March 28, 2015
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	2,523,495		$	1,408,913		$	(2,221,442	)	$	1,710,966
Cost of goods sold	—			1,910,297			1,260,814			(2,149,453		)	1,021,658
Gross profit	—			613,198			148,099			(71,989		)	689,308
Operating expenses:
Research and development	18,335			202,337			45,751			(8,929		)	257,494
Marketing and selling	7,579			101,068			78,193			(22,183		)	164,657
General and administrative	16,197			59,470			11,862			(2,300		)	85,229
Other operating expense	—			55,774			3,475			213			59,462
Total operating expenses	42,111			418,649			139,281			(33,199		)	566,842
Income (loss) from operations	(42,111		)	194,549			8,818			(38,790		)	122,466
Interest expense	—			(2,770		)	(1,583		)	2,932			(1,421		)
Interest income	—			1,009			2,281			(2,840		)	450
Other (expense) income	—			(906		)	694			(42		)	(254		)
Income (loss) before income taxes	(42,111		)	191,882			10,210			(38,740		)	121,241
Income tax benefit (expense)	13,350			73,268			(11,556		)	—			75,062
Income in subsidiaries	35,243			—			—			(35,243		)	—
Net income (loss)	$	6,482		$	265,150		$	(1,346	)	$	(73,983	)	$	196,303

Comprehensive income (loss)	$	6,482		$	269,071		$	(4,606	)	$	(73,983	)	$	196,964



	Consolidating Statement of Operations and Comprehensive Income
	Fiscal Year Ended March 29, 2014
(in thousands)	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	1,794,138		$	1,003,550		$	(1,649,457	)	$	1,148,231
Cost of goods sold	—		1,437,594			914,367			(1,608,657		)	743,304
Gross profit	—		356,544			89,183			(40,800		)	404,927
Operating expenses:
Research and development	—		186,596			12,625			(1,952		)	197,269
Marketing and selling	—		78,170			18,404			(21,902		)	74,672
General and administrative	—		69,530			9,854			(2,652		)	76,732
Other operating expense	—		10,022			17,039			1,852			28,913
Total operating expenses	—		344,318			57,922			(24,654		)	377,586
Income from operations	—		12,226			31,261			(16,146		)	27,341
Interest expense	—		(6,583		)	(1,317		)	1,917			(5,983		)
Interest income	—		896			1,250			(1,967		)	179
Other income	—		2,223			113			—			2,336
Income before income taxes	—		8,762			31,307			(16,196		)	23,873
Income tax expense	—		(304		)	(10,927		)	—			(11,231		)
Net income	$	—	$	8,458		$	20,380		$	(16,196	)	$	12,642

Comprehensive income	$	—	$	8,461		$	20,090		$	(16,196	)	$	12,355



	Condensed Consolidating Statement of Cash Flows
	Fiscal Year Ended April 2, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	282,955		$	273,171		$	131,801		$	—	$	687,927
Investing activities:
Purchase of available-for-sale securities	—			(340,527		)	—			—		(340,527		)
Proceeds from maturities of available-for-sale securities	—			390,009			—			—		390,009
Purchase of investments	—			(25,000		)	—			—		(25,000		)
Proceeds from the sale of investments	—			11,575			—			—		11,575
Purchase of property and equipment	—			(244,817		)	(70,807		)	—		(315,624		)
Proceeds from sale of property and equipment	—			595			258			—		853
Net cash used in investing activities	—			(208,165		)	(70,549		)	—		(278,714		)
Financing activities:
Proceeds from debt issuances	1,175,000			—			—			—		1,175,000
Payment of debt	(175,000		)	—			—			—		(175,000		)
Excess tax benefit from exercises of stock options	935			—			—			—		935
Debt issuance costs	(13,588		)	—			—			—		(13,588		)
Proceeds from the issuance of common stock	51,875			—			—			—		51,875
Repurchase of common stock, including transaction costs	(1,300,009		)	—			—			—		(1,300,009		)
Tax withholding paid on behalf of employees for restricted stock units	(22,168		)	—			—			—		(22,168		)
Restricted cash associated with financing activities	—			131			—			—		131
Other financing	—			(28		)	—			—		(28		)
Net transactions with related parties	—			1,192			(1,192		)	—		—
Net cash (used in) provided by financing activities	(282,955		)	1,295			(1,192		)	—		(282,852		)
Effect of exchange rate changes on cash	—			—			(294		)	—		(294		)
Net increase in cash and cash equivalents	—			66,301			59,766			—		126,067
Cash and cash equivalents at the beginning of the period	—			154,332			145,482			—		299,814
Cash and cash equivalents at the end of the period	$	—		$	220,633		$	205,248		$	—	$	425,881



	Condensed Consolidating Statement of Cash Flows
	Fiscal Year Ended March 28, 2015
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	25,059		$	187,786		$	92,779		$	—	$	305,624
Investing activities:
Purchase of available-for-sale securities	—			(370,734		)	(17,000		)	—		(387,734		)
Proceeds from maturities of available-for-sale securities	—			234,185			27,000			—		261,185
Proceeds from the sale of investments	—			297			—			—		297
Purchase of business, net of cash acquired	—			165,665			58,659			—		224,324
Proceeds from the sale of business	—			1,500						—		1,500
Purchase of intangibles	—			(671		)	(429		)	—		(1,100		)
Purchase of property and equipment	—			(116,868		)	(52,994		)	—		(169,862		)
Proceeds from sale of property and equipment	—			7,363			85			—		7,448
Net cash (used in) provided by investing activities	—			(79,263		)	15,321			—		(63,942		)
Financing activities:
Payment of debt	—			(87,503		)	—			—		(87,503		)
Excess tax benefit from exercises of stock options	13,993			—			—			—		13,993
Debt issuance costs	—			(36		)	—			—		(36		)
Proceeds from the issuance of common stock	46,072			—			—			—		46,072
Repurchase of common stock, including transaction costs	(50,874		)	—			—			—		(50,874		)
Tax withholding paid on behalf of employees for restricted stock units	(34,250		)	—			—			—		(34,250		)
Other financing	—			(300		)	—			—		(300		)
Net transactions with related parties	—			1,376			(1,376		)	—		—
Net cash used in financing activities	(25,059		)	(86,463		)	(1,376		)	—		(112,898		)
Effect of exchange rate changes on cash	—			—			(868		)	—		(868		)
Net increase in cash and cash equivalents	—			22,060			105,856			—		127,916
Cash and cash equivalents at the beginning of the period	—			132,272			39,626			—		171,898
Cash and cash equivalents at the end of the period	$	—		$	154,332		$	145,482		$	—	$	299,814



	Condensed Consolidating Statement of Cash Flows
	Fiscal Year Ended March 29, 2014
(in thousands)	Parent Company		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	—	$	100,954		$	29,895		$	—	$	130,849
Investing activities:
Purchase of available-for-sale securities	—		(125,066		)	29			—		(125,037		)
Proceeds from maturities of available-for-sale securities	—		129,031			1,968			—		130,999
Proceeds from the sale of investments	—		2,586			—			—		2,586
Purchase of intangibles	—		(1,327		)	—			—		(1,327		)
Purchase of property and equipment	—		(45,439		)	(21,314		)	—		(66,753		)
Proceeds from sale of property and equipment	—		2,383			116			—		2,499
Net cash used in investing activities	—		(37,832		)	(19,201		)	—		(57,033		)
Financing activities:
Excess tax benefit from exercises of stock options	—		50			—			—		50
Debt issuance costs	—		(122		)	—			—		(122		)
Proceeds from the issuance of common stock	—		17,480			—			—		17,480
Repurchase of common stock, including transaction costs	—		(12,780		)	—			—		(12,780		)
Tax withholding paid on behalf of employees for restricted stock units	—		(9,113		)	—			—		(9,113		)
Other financing	—		240			—			—		240
Net transactions with related parties	—		35,106			(35,106		)	—		—
Net cash (used in) provided by financing activities	—		30,861			(35,106		)	—		(4,245		)
Effect of exchange rate changes on cash	—		—			665			—		665
Net increase (decrease) in cash and cash equivalents	—		93,983			(23,747		)	—		70,236
Cash and cash equivalents at the beginning of the period	—		38,289			63,373			—		101,662
Cash and cash equivalents at the end of the period	$	—	$	132,272		$	39,626		$	—	$	171,898