CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In accordance with the Indenture governing the Notes, the Company's obligations under the Notes are fully and unconditionally guaranteed on a joint and several basis by each Guarantor, each of which is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent Company"). A Guarantor can be released in certain customary circumstances.

The following presents the condensed consolidating financial information separately for:


(i)	Parent Company, the issuer of the guaranteed obligations;


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


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


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


(v)	The Company, on a consolidated basis.

Each entity in the condensed consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and 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 (loss) income, and cash flows, had the Parent Company, Guarantor or non-guarantor subsidiaries operated as independent entities.

The Company made certain immaterial corrections to the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three and six months ended October 1, 2016. An adjustment to income from operations and income in subsidiaries for the Guarantor subsidiaries of $16.0 million and $76.3 million, respectively, has been presented in the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended October 1, 2016, to properly reflect intercompany transactions between Guarantor and non-guarantor subsidiaries and the equity method accounting for the Guarantor subsidiaries’ ownership interests in non-guarantor subsidiaries. A corresponding adjustment to income from operations and income in subsidiaries for the Guarantor subsidiaries of $26.7 million and $94.0 million, respectively, has been presented in the Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended October 1, 2016. An adjustment to income from operations for the non-guarantor subsidiaries of $(26.3) million and $(70.0) million has been presented in the Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income for the three and six months ended October 1, 2016, respectively, to properly reflect intercompany transactions between Guarantor and non-guarantor subsidiaries. These immaterial corrections relate solely to presentation between the Company and its subsidiaries and only impact the financial statements included in this footnote. These corrections do not affect the Company’s consolidated financial statements.



	Condensed Consolidating Balance Sheet
	September 30, 2017
(in thousands)	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	96,548		$	478,325	$	—		$	574,873
Accounts receivable, less allowance	—		58,886			400,875		—			459,761
Intercompany accounts and notes receivable	—		434,122			61,556		(495,678		)	—
Inventories	—		168,987			315,236		(23,218		)	461,005
Prepaid expenses	—		20,841			12,540		—			33,381
Other receivables	—		7,186			43,290		—			50,476
Other current assets	—		31,642			4,602		(7,532		)	28,712
Total current assets	—		818,212			1,316,424		(526,428		)	1,608,208
Property and equipment, net	—		1,135,318			308,481		(407		)	1,443,392
Goodwill	—		1,121,942			1,051,947		—			2,173,889
Intangible assets, net	—		497,413			632,623		—			1,130,036
Long-term investments	—		1,878			64,207		—			66,085
Long-term intercompany accounts and notes receivable	—		482,581			112,481		(595,062		)	—
Investment in subsidiaries	6,186,247		2,688,863			—		(8,875,110		)	—
Other non-current assets	119,790		32,457			23,329		(119,106		)	56,470
Total assets	$	6,306,037	$	6,778,664		$	3,509,492	$	(10,116,113	)	$	6,478,080
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—	$	72,432		$	140,318	$	—		$	212,750
Intercompany accounts and notes payable	—		61,556			434,122		(495,678		)	—
Accrued liabilities	22,959		120,239			42,690		(1,703		)	184,185
Other current liabilities	—		(206		)	33,805		(7,532		)	26,067
Total current liabilities	22,959		254,021			650,935		(504,913		)	423,002
Long-term debt	989,692		—			—		—			989,692
Deferred tax liabilities	—		169,839			23,435		(119,106		)	74,168
Long-term intercompany accounts and notes payable	388,810		112,481			93,771		(595,062		)	—
Other long-term liabilities	—		34,154			52,488		—			86,642
Total liabilities	1,401,461		570,495			820,629		(1,219,081		)	1,573,504
Total stockholders’ equity	4,904,576		6,208,169			2,688,863		(8,897,032		)	4,904,576
Total liabilities and stockholders’ equity	$	6,306,037	$	6,778,664		$	3,509,492	$	(10,116,113	)	$	6,478,080



	Condensed Consolidating Balance Sheet
	April 1, 2017
(in thousands)	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	226,186	$	319,277	$	—		$	545,463
Accounts receivable, less allowance	—		57,874		300,074		—			357,948
Intercompany accounts and notes receivable	—		392,075		36,603		(428,678		)	—
Inventories	—		131,225		322,559		(23,330		)	430,454
Prepaid expenses	—		29,032		7,197		—			36,229
Other receivables	—		7,239		58,008		—			65,247
Other current assets	—		25,534		730		—			26,264
Total current assets	—		869,165		1,044,448		(452,008		)	1,461,605
Property and equipment, net	—		1,078,761		314,910		(1,739		)	1,391,932
Goodwill	—		1,121,941		1,051,973		—			2,173,914
Intangible assets, net	—		599,618		800,945		—			1,400,563
Long-term investments	—		25,971		9,523		—			35,494
Long-term intercompany accounts and notes receivable	—		447,613		138,398		(586,011		)	—
Investment in subsidiaries	6,142,568		2,596,172		—		(8,738,740		)	—
Other non-current assets	84,153		33,249		24,746		(83,333		)	58,815
Total assets	$	6,226,721	$	6,772,490	$	3,384,943	$	(9,861,831	)	$	6,522,323
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—	$	111,799	$	104,447	$	—		$	216,246
Intercompany accounts and notes payable	—		36,603		392,075		(428,678		)	—
Accrued liabilities	23,150		111,700		35,734		—			170,584
Other current liabilities	—		55		31,943		—			31,998
Total current liabilities	23,150		260,157		564,199		(428,678		)	418,828
Long-term debt	989,154		—		—		—			989,154
Deferred tax liabilities	—		171,284		43,560		(83,333		)	131,511
Long-term intercompany accounts and notes payable	317,695		138,398		129,918		(586,011		)	—
Other long-term liabilities	—		35,014		51,094		—			86,108
Total liabilities	1,329,999		604,853		788,771		(1,098,022		)	1,625,601
Total stockholders’ equity	4,896,722		6,167,637		2,596,172		(8,763,809		)	4,896,722
Total liabilities and stockholders’ equity	$	6,226,721	$	6,772,490	$	3,384,943	$	(9,861,831	)	$	6,522,323



	Condensed Consolidating Statement of Income and Comprehensive Income
	Three Months Ended September 30, 2017
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Consolidated
Revenue	$	—		$	256,595		$	775,682		$	(210,694	)	$	821,583
Cost of goods sold	—			196,350			480,439			(176,228		)	500,561
Gross profit	—			60,245			295,243			(34,466		)	321,022
Operating expenses:
Research and development	6,703			11,148			97,800			(4,253		)	111,398
Selling, general and administrative	16,626			66,958			86,004			(30,721		)	138,867
Other operating expense	129			16,800			4,288			(24		)	21,193
Total operating expenses	23,458			94,906			188,092			(34,998		)	271,458
Income (loss) from operations	(23,458		)	(34,661		)	107,151			532			49,564
Interest expense	(14,442		)	(557		)	(434		)	655			(14,778		)
Interest income	—			331			1,382			(655		)	1,058
Other (expense) income	—			970			(3,880		)	2,718			(192		)
Income (loss) before income taxes	(37,900		)	(33,917		)	104,219			3,250			35,652
Income tax benefit (expense)	19,527			(8,651		)	(10,609		)	—			267
Income in subsidiaries	54,292			93,610			—			(147,902		)	—
Net income	$	35,919		$	51,042		$	93,610		$	(144,652	)	$	35,919

Comprehensive income	$	35,527		$	51,080		$	90,666		$	(141,746	)	$	35,527



	Condensed Consolidating Statement of Income and Comprehensive Income
	Three Months Ended October 1, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			Consolidated
Revenue	$	—		$	299,557		$	826,576		$	(261,435	)	$	864,698
Cost of goods sold	—			224,835			542,764			(219,700		)	547,899
Gross profit	—			74,722			283,812			(41,735		)	316,799
Operating expenses:
Research and development	6,248			12,427			115,044			(7,641		)	126,078
Selling, general and administrative	19,794			74,673			89,971			(45,855		)	138,583
Other operating expense	—			93			1,013			5,639			6,745
Total operating expenses	26,042			87,193			206,028			(47,857		)	271,406
Income (loss) from operations	(26,042		)	(12,471		)	77,784			6,122			45,393
Interest expense	(15,167		)	(589		)	(979		)	1,181			(15,554		)
Interest income	—			1,509			(136		)	(1,181		)	192
Other (expense) income	—			189			1,780			(2,280		)	(311		)
Income (loss) before income taxes	(41,209		)	(11,362		)	78,449			3,842			29,720
Income tax (expense) benefit	13,136			(28,833		)	(2,176		)	—			(17,873		)
Income in subsidiaries	39,920			76,273			—			(116,193		)	—
Net income	$	11,847		$	36,078		$	76,273		$	(112,351	)	$	11,847

Comprehensive income	$	12,258		$	36,079		$	76,683		$	(112,762	)	$	12,258



	Condensed Consolidating Statement of Income and Comprehensive Income
	Six Months Ended September 30, 2017
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	528,548		$	1,356,236		$	(422,370	)	$	1,462,414
Cost of goods sold	—			380,354			873,175			(348,514		)	905,015
Gross profit	—			148,194			483,061			(73,856		)	557,399
Operating expenses:
Research and development	13,499			27,886			195,084			(8,572		)	227,897
Selling, general and administrative	30,871			133,170			180,056			(65,799		)	278,298
Other operating expense	214			23,860			5,298			97			29,469
Total operating expenses	44,584			184,916			380,438			(74,274		)	535,664
Income (loss) from operations	(44,584		)	(36,722		)	102,623			418			21,735
Interest expense	(26,366		)	(1,132		)	(768		)	1,217			(27,049		)
Interest income	—			825			2,216			(1,217		)	1,824
Other (expense) income	—			756			(1,882		)	—			(1,126		)
(Loss) income before income taxes	(70,950		)	(36,273		)	102,189			418			(4,616		)
Income tax benefit (expense)	35,773			(16,175		)	(9,687		)	—			9,911
Income in subsidiaries	40,472			92,502			—			(132,974		)	—
Net income	$	5,295		$	40,054		$	92,502		$	(132,556	)	$	5,295

Comprehensive income	$	5,622		$	40,153		$	90,216		$	(130,369	)	$	5,622



	Condensed Consolidating Statement of Income and Comprehensive Income
	Six Months Ended October 1, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	732,543		$	1,552,386		$	(721,694	)	$	1,563,235
Cost of goods sold	—			558,098			1,061,525			(649,662		)	969,961
Gross profit	—			174,445			490,861			(72,032		)	593,274
Operating expenses:
Research and development	17,917			22,278			213,531			(10,511		)	243,215
Selling, general and administrative	38,719			131,327			193,854			(81,722		)	282,178
Other operating expense	—			3,739			6,887			6,121			16,747
Total operating expenses	56,636			157,344			414,272			(86,112		)	542,140
Income (loss) from operations	(56,636		)	17,101			76,589			14,080			51,134
Interest expense	(29,935		)	(1,407		)	(1,898		)	2,499			(30,741		)
Interest income	—			2,991			(229		)	(2,292		)	470
Other (expense) income	—			(132		)	836			(1,515		)	(811		)
Income (loss) before income taxes	(86,571		)	18,553			75,298			12,772			20,052
Income tax (expense) benefit	27,619			(60,151		)	18,652			—			(13,880		)
Income in subsidiaries	65,124			93,950			—			(159,074		)	—
Net income	$	6,172		$	52,352		$	93,950		$	(146,302	)	$	6,172

Comprehensive income	$	5,575		$	52,425		$	93,280		$	(145,705	)	$	5,575



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended September 30, 2017
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications		Consolidated
Net cash provided by (used in) operating activities	$	80,063		$	(2,241	)	$	245,672		$	—	$	323,494
Investing activities:
Purchase of property and equipment	—			(159,337		)	(32,882		)	—		(192,219		)
Other investing activities	—			7,154			(30,182		)	—		(23,028		)
Net transactions with related parties	—			24,100			(24,100		)	—		—
Net cash used in investing activities	—			(128,083		)	(87,164		)	—		(215,247		)
Financing activities:
Proceeds from the issuance of common stock	32,867			—			—			—		32,867
Repurchase of common stock, including transaction costs	(88,925		)	—			—			—		(88,925		)
Tax withholding paid on behalf of employees for restricted stock units	(24,005		)	—			—			—		(24,005		)
Net transactions with related parties	—			686			(686		)	—		—
Net cash (used in) provided by financing activities	(80,063		)	686			(686		)	—		(80,063		)
Effect of exchange rate changes on cash	—			—			1,260			—		1,260
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(129,638		)	159,082			—		29,444
Cash, cash equivalents and restricted cash at the beginning of the period	—			226,186			319,593			—		545,779
Cash, cash equivalents and restricted cash at the end of the period	$	—		$	96,548		$	478,675		$	—	$	575,223



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended October 1, 2016
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications		Consolidated
Net cash provided by (used in) operating activities	$	79,030		$	(27,693	)	$	258,050		$	—	$	309,387
Investing activities:
Purchase of property and equipment	—			(189,037		)	(61,382		)	—		(250,419		)
Purchase of a business, net of cash acquired	—			—			(118,020		)	—		(118,020		)
Proceeds from maturities and sales of available-for-sale securities	—			186,793			—			—		186,793
Other investing activities	—			3,721			(8,900		)	—		(5,179		)
Net cash (used in) provided by investing activities	—			1,477			(188,302		)	—		(186,825		)
Financing activities:
Excess tax benefit from exercises of stock options	56											56
Proceeds from the issuance of common stock	27,077											27,077
Repurchase of common stock, including transaction costs	(91,400		)									(91,400		)
Tax withholding paid on behalf of employees for restricted stock units	(14,763		)									(14,763		)
Other financing activities				(2		)						(2		)
Net transactions with related parties				893			(893		)			—
Net cash (used in) provided by financing activities	(79,030		)	891			(893		)	—		(79,032		)
Effect of exchange rate changes on cash	—			—			(38		)	—		(38		)
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(25,325		)	68,817			—		43,492
Cash, cash equivalents and restricted cash	—			220,633			205,429			—		426,062
Cash, cash equivalents and restricted cash	$	—		$	195,308		$	274,246		$	—	$	469,554