QORVO, INC. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management's current judgment and expectations, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required underU.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; continued volatility and uncertainty in customer demand, worldwide economies and financial markets resulting from the impact of the COVID-19 pandemic, conflict inUkraine or other macroeconomic factors; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, including under long-term supply agreements, due to timing of customers' forecasts; our inability to effectively manage or maintain evolving relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; changes in the favorable tax status of certain of our subsidiaries; enactment of international or domestic tax legislation, or changes in regulatory guidance; risks associated with environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation inChina ; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches and other similar disruptions compromising our information; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents andDelaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year endedApril 2, 2022 andQorvo's subsequent reports and statements that we file with theSEC , could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements. 18 -------------------------------------------------------------------------------- Table of Contents OVERVIEW The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition ofQorvo . MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and accompanying Notes to Condensed Consolidated Financial Statements.
During the second quarter of fiscal 2023, we updated our organizational
structure to more closely align similar technologies and applications with
customers and end markets. We now manage our business and report our financial
results in three reportable segments: High Performance Analog ("HPA"),
HPA is a leading global supplier of RF and power management solutions for infrastructure, defense and aerospace, automotive power and other markets. HPA leverages a diverse portfolio of differentiated technologies and products to support multiyear drivers, including electrification, renewable energy, the increasing semiconductor spend in defense and 5G deployments outside ofChina . CSG is a leading global supplier of connectivity and sensor components and systems featuring multiple technologies including UWB, Matter®, Bluetooth® Low Energy, Zigbee®, Thread®, Wi-Fi®, cellular IoT and MEMS-/BAW-based sensors. CSG combines the connectivity and sensors businesses formerly split between Mobile Products and Infrastructure and Defense Products. CSG's markets include smart home, automotive connectivity, industrial automation, smartphones, wearables, gaming and other high-growth IoT connectivity and healthcare markets. ACG is a leading global supplier of cellular RF solutions for a variety of devices, including smartphones, wearables, laptops and tablets. ACG leverages world-class technology, systems-level expertise and product portfolio breadth to deliver high performance cellular products to the world's leading smartphone and consumer electronics companies. It is a highly diversified supplier of custom and open market cellular solutions, with broad reach across iOS and Android original equipment manufacturers. These business segments are based on the organizational structure and information reviewed by our Chief Executive Officer, who is our chief operating decision maker ("CODM"), and are managed separately based on the end markets and applications they support. The CODM allocates resources and evaluates the performance of each operating and reportable segment primarily based on operating income. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our reportable operating segments as ofOctober 1, 2022 . As previously disclosed in our Annual Report on Form 10-K, filed onMay 20, 2022 , the COVID-19 pandemic has impacted the semiconductor industry supply chain causing uncertainty in customer demand, worldwide economies and financial markets. During fiscal 2023, we have experienced unexpectedly weakened demand for 5G handsets inChina and EMEA due to unprecedented disruption resulting from measures taken inChina to control the COVID-19 pandemic and the conflict inUkraine . As a result, we did not meet the minimum purchase commitments under a long-term capacity reservation agreement with a foundry supplier. In the first quarter of fiscal 2023, the purchase shortfall resulted in an impairment to the prepaid refundable deposit of approximately$13.0 million and additional reserves of approximately$11.0 million for inventory in excess of demand forecasts were recorded. Additionally, we assessed the future minimum purchase commitments over the remaining term of the agreement and recorded an estimated shortfall of$86.0 million in accordance with Accounting Standards Codification 330, "Inventory." These transactions resulted in a total increase to cost of goods sold of$110.0 million in the first quarter of fiscal 2023. InOctober 2022 , we renegotiated the terms of the agreement with the foundry supplier, which included extending the duration of the agreement through calendar year 2026. We believe that the amended agreement more closely aligns the contractual purchase commitments with our forecasted demand. As a result of the amended agreement, in the second quarter of fiscal 2023, we recorded an impairment to the prepaid refundable deposit of approximately$38.0 million and additional reserves of approximately$5.0 million for inventory in excess of demand forecasts, which reduced the estimated shortfall liability that was previously recorded, by$43.0 million . Therefore, the amended agreement did not impact the income statement in the second quarter of fiscal 2023. In performing this assessment, we considered Company-specific forecasts, legal obligations, macroeconomic and geopolitical factors as well as market and industry trends. These factors include significant 19 -------------------------------------------------------------------------------- Table of Contents management judgment and estimates and, to the extent that these assumptions are incorrect or there are further declines in management's demand forecasts, additional charges may be recorded in future periods.
SECOND QUARTER FISCAL 2023 FINANCIAL HIGHLIGHTS
•Revenue for the second quarter of fiscal 2023 decreased 7.7% as compared to the second quarter of fiscal 2022, driven primarily by lower demand for 5G handsets inChina and EMEA and a decrease in end market demand for Wi-Fi and cellular IoT components. These decreases were partially offset by content gains in mass-tier handsets as well as higher demand for our defense, base station and silicon carbide based power management products. •Gross margin for the second quarter of fiscal 2023 decreased to 46.5% as compared to 49.5% for the second quarter of fiscal 2022, primarily due to lower factory utilization and unfavorable inventory charges resulting from demand fluctuations and a quality defect from a third-party supplier. These decreases to gross margin were partially offset by favorable changes in product mix. •Operating income was$261.6 million for the second quarter of fiscal 2023 as compared to$362.4 million for the second quarter of fiscal 2022. This decrease was primarily due to lower revenue, lower gross margin, and higher operating expenses.
•Net income per diluted share was
•Capital expenditures were
•During the second quarter of fiscal 2023, we repurchased approximately 1.7
million shares of our common stock for approximately
20
--------------------------------------------------------------------------------Table of Contents RESULTS OF OPERATIONS Consolidated
The following table presents a summary of our results of operations (in thousands, except percentages):
Three Months Ended
% of % of Increase Percentage
October 1, 2022 Revenue October 2, 2021 Revenue (Decrease) Change
Revenue $ 1,158,057 100.0 % $ 1,255,248 100.0 % $ (97,191) (7.7) %
Cost of goods sold 619,130 53.5 633,695 50.5 (14,565) (2.3)
Gross profit 538,927 46.5 621,553 49.5 (82,626) (13.3)
Research and development 168,164 14.5 158,377 12.6 9,787 6.2
Selling, general and administrative 97,752 8.4 93,489 7.4 4,263 4.6
Other operating expense 11,449 1.0 7,327 0.6 4,122 56.3
Operating income $ 261,562 22.6 % $ 362,360 28.9 % $ (100,798) (27.8) %
Six Months Ended
Increase
October 1, 2022 % of Revenue October 2, 2021 % of Revenue (Decrease) Percentage Change
Revenue $ 2,193,415 100.0 % $ 2,365,599 100.0 % $ (172,184) (7.3) %
Cost of goods sold 1,279,238 58.3 1,197,863 50.6 81,375 6.8
Gross profit 914,177 41.7 1,167,736 49.4 (253,559) (21.7)
Research and development 336,732 15.4 310,456 13.1 26,276 8.5
Selling, general and administrative 199,567 9.1 183,788 7.8 15,779 8.6
Other operating expense 14,457 0.6 14,030 0.6 427 3.0
Operating income $ 363,421 16.6 % $ 659,462 27.9 % $ (296,041) (44.9) %
Revenue decreased for the three and six months ended October 1, 2022 , compared
to the three and six months ended October 2, 2021 , primarily due to lower demand
for 5G handsets in China and EMEA and customer product mix shifts resulting from
ongoing global macroeconomic challenges including the COVID-19 pandemic, the
conflict in Ukraine , supply chain disruptions and the negative impact of high
inflation on consumer spending. Also contributing to our lower revenue was a
decrease in end market demand for Wi-Fi and cellular IoT components. These
decreases were partially offset by content gains in mass-tier handsets as well
as higher demand for our defense, base station and silicon carbide based power
management products.
Gross margin decreased for the three months ended October 1, 2022 , compared to
the three months ended October 2, 2021 , primarily due to lower factory
utilization and unfavorable inventory charges resulting from demand fluctuations
and a quality defect from a third-party supplier. These decreases to gross
margin were partially offset by favorable changes in product mix. Gross margin
decreased for the six months ended October 1, 2022 , compared to the six months
ended October 2, 2021 , primarily due to charges recorded in the first quarter of
fiscal 2023 associated with a long-term capacity reservation agreement, lower
factory utilization and unfavorable inventory charges (resulting from demand
fluctuations and a quality defect from a third-party supplier), partially offset
by favorable changes in product mix.
Operating expenses increased for the three and six months ended October 1, 2022 ,
compared to the three and six months ended October 2, 2021 , primarily due to
additional headcount and higher design and development costs associated with our
power management solutions and our 5G related technologies and products. Travel
expenses also increased during the three and six months ended October 1, 2022 ,
as travel restrictions and Company policies originally implemented in response
to the COVID-19 pandemic have eased.
21--------------------------------------------------------------------------------
Table of Contents
Operating Segments
High Performance Analog
Three Months Ended
Percentage
(In thousands, except percentages) October 1, 2022 October 2, 2021 Increase Change
Revenue $ 228,132 $ 155,206 $ 72,926 47.0 %
Operating income 80,512 36,681 43,831 119.5
Operating income as a % of revenue 35.3 % 23.6 %
Six Months Ended
Percentage
(In thousands, except percentages) October 1, 2022 October 2, 2021 Increase Change
Revenue $ 439,083 $ 314,966 $ 124,117 39.4 %
Operating income 151,266 84,002 67,264 80.1
Operating income as a % of revenue 34.5 % 26.7 %
HPA revenue increased for the three and six months ended
HPA operating income increased for the three and six months endedOctober 1, 2022 , compared to the three and six months endedOctober 2, 2021 , primarily due to the effects of increased revenue, productivity and lower inventory charges.
Three Months Ended
Percentage
(In thousands, except percentages) October 1, 2022 October 2, 2021 Decrease Change
Revenue $ 143,329 $ 177,529 $ (34,200) (19.3) %
Operating (loss) income (10,019) 22,950 (32,969) (143.7)
Operating (loss) income as a % of revenue (7.0) % 12.9 %
Six Months Ended
Percentage
(In thousands, except percentages) October 1, 2022 October 2, 2021 Decrease Change
Revenue $ 295,644 $ 367,612 $ (71,968) (19.6) %
Operating income 1,219 56,178 (54,959) (97.8)
Operating income as a % of revenue 0.4 % 15.3 %
CSG revenue decreased for the three and six months ended
CSG operating income decreased for the three and six months endedOctober 1, 2022 , compared to the three and six months endedOctober 2, 2021 , primarily due to the effects of decreased revenue, including higher unit costs on lower volume and higher inventory charges, as well as unfavorable changes in product mix. 22
--------------------------------------------------------------------------------
Table of ContentsAdvanced Cellular Group Three Months Ended Percentage (In thousands, except percentages) October 1, 2022 October 2, 2021 Decrease Change Revenue$ 786,596 $ 922,513 $ (135,917) (14.7) % Operating income 267,204 375,787 (108,583) (28.9) Operating income as a % of revenue 34.0 % 40.7 % Six Months Ended Percentage (In thousands, except percentages) October 1, 2022 October 2, 2021 Decrease Change Revenue$ 1,458,688 $ 1,683,021 $ (224,333) (13.3) % Operating income 469,577 662,267 (192,690) (29.1) Operating income as a % of revenue 32.2 %
39.3 %
ACG revenue decreased for the three and six months endedOctober 1, 2022 , compared to the three and six months endedOctober 2, 2021 , primarily due to lower demand for 5G handsets inChina and EMEA and customer product mix shifts resulting from ongoing global macroeconomic challenges including the COVID-19 pandemic, the conflict inUkraine , supply chain disruptions and the negative impact of high inflation on consumer spending. These decreases were partially offset by content gains in mass-tier handsets. ACG operating income decreased for the three and six months endedOctober 1, 2022 , compared to the three and six months endedOctober 2, 2021 , primarily due to the effects of decreased revenue, including lower factory utilization and unfavorable inventory charges (resulting from demand fluctuations and a quality defect from a third-party supplier) as well as average selling price erosion. These decreases to operating income were partially offset by favorable changes in product mix. Operating expenses increased primarily due to higher design and development costs associated with our 5G related technologies and products.
Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for
a reconciliation of reportable segment operating income to the consolidated
operating income for the three and six months ended
INTEREST, OTHER INCOME (EXPENSE) AND INCOME TAXES
Three Months Ended Six Months Ended
(In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021
Interest expense $ (16,904) $ (15,327) $ (34,156) $ (30,606)
Other income (expense), net 2,214 4,754 (2,848) 21,545
Income tax expense (58,257) (32,598) (68,918) (45,586)
Interest expense
During the three and six months ended October 1, 2022 , we recorded interest
expense primarily related to our 1.750% senior notes due 2024 (the "2024
Notes"), our 4.375% senior notes due 2029 (the "2029 Notes") and our 3.375%
senior notes due 2031 (the "2031 Notes"). During the three and six months ended
October 2, 2021 , we recorded interest expense primarily related to our 2029
Notes and our 2031 Notes. Refer to Note 6 of the Notes to Condensed Consolidated
Financial Statements for additional information.
23
--------------------------------------------------------------------------------
Table of Contents
Other income (expense), net
Other income (expense) includes our share of investments in limited
partnerships' earnings and gains (losses) from our other investments. Refer to
Notes 5 of the Notes to Condensed Consolidated Financial Statements for
additional information.
Income tax expense
During the three and six months ended October 1, 2022 , we recorded income tax
expense of $58.3 million and $68.9 million , respectively, comprised primarily of
tax expense related to international operations generating pre-tax book income
and the impact of global intangible low tax income, partially offset by tax
benefits related to domestic and international operations generating pre-tax
book losses and domestic tax credits and discrete tax items recorded during the
period. The discrete tax expense for the three months ended October 1, 2022
primarily resulted from foreign currency gains recognized for tax purposes. The
discrete tax benefit for the six months ended October 1, 2022 primarily resulted
from certain charges associated with a long-term capacity reservation agreement
(refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for
further information).
During the three and six months ended October 2, 2021 , we recorded income
tax expense of $32.6 million and $45.6 million , respectively, comprised
primarily of tax expense related to domestic and international operations
generating pre-tax book income, partially offset by tax benefits related to
international operations generating pre-tax book losses, domestic tax credits
and discrete tax items recorded during the period. The discrete tax benefit for
the three and six months ended October 2, 2021 was primarily related to
stock-based compensation deductions and net tax benefits associated with other
non-recurring restructuring activities, including a discrete tax charge
associated with the intercompany restructuring of the NextInput, Inc.
intellectual property. The discrete tax benefit for the six months ended
October 2, 2021 was also due in part to the recognition of previously
unrecognized tax benefits due to the expiration of the statute of limitations.
A valuation allowance remained against certain domestic and foreign net deferred
tax assets as it is more likely than not that the related deferred tax assets
will not be realized.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated by operations is our primary source of liquidity. As of
Our$911.6 million of total cash and cash equivalents as ofOctober 1, 2022 , includes approximately$776.5 million held by our foreign subsidiaries, of which$601.9 million is held byQorvo International Pte. Ltd. inSingapore . If the undistributed earnings of our foreign subsidiaries are needed in theU.S. , we may be required to pay state income and/or foreign local withholding taxes to repatriate these earnings. Stock Repurchases During the six months endedOctober 1, 2022 , we repurchased approximately 4.9 million shares of our common stock for approximately$510.1 million (including transaction costs) under our share repurchase program. As ofOctober 1, 2022 , approximately$351.6 million remains available for repurchases under the program. 24 -------------------------------------------------------------------------------- Table of Contents Cash Flows from Operating Activities Net cash provided by operating activities was$540.4 million and$586.4 million for the six months endedOctober 1, 2022 andOctober 2, 2021 , respectively. This decrease in cash provided by operating activities was primarily due to decreased profitability and the associated negative working capital impact resulting from lower demand for 5G handsets inChina and EMEA. Cash Flows from Investing Activities Net cash used in investing activities was$84.3 million and$267.6 million for the six months endedOctober 1, 2022 andOctober 2, 2021 , respectively. There were no acquisitions during the six months endedOctober 1, 2022 , and we acquiredNextInput, Inc. during the six months endedOctober 2, 2021 . Refer to Note 3 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our business acquisitions. Cash Flows from Financing Activities Net cash used in financing activities was$513.0 million and$562.8 million for the six months endedOctober 1, 2022 andOctober 2, 2021 , respectively, primarily due to our stock repurchases and cash transactions related to equity. Refer to Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our stock repurchases.
COMMITMENTS AND CONTINGENCIES
Credit Agreement OnSeptember 29, 2020 , we and certain of ourU.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 "Credit Agreement") withBank of America, N.A ., acting as administrative agent, and a syndicate of lenders. The Credit Agreement amended and restated our previous credit agreement dated as ofDecember 5, 2017 . The Credit Agreement includes a senior revolving line of credit (the "Revolving Facility") of up to$300.0 million and included a senior term loan of$200.0 million (collectively the "Credit Facility") which was fully repaid in fiscal 2022. The Revolving Facility includes a$25.0 million sublimit for the issuance of standby letters of credit and a$10.0 million sublimit for swing line loans. The Credit Facility is available to finance working capital, capital expenditures and other general corporate purposes. Pursuant to the Credit Agreement, we may request one or more additional tranches of term loans or increases to the Revolving Facility, up to an aggregate of$500.0 million and subject to, among other things, securing additional funding commitments from the existing or new lenders.
During the six months ended
The Credit Agreement contains various conditions, covenants and representations with which we must be in compliance in order to borrow funds and to avoid an event of default. As ofOctober 1, 2022 , we were in compliance with these covenants. 2024 Notes OnDecember 14, 2021 , we issued$500.0 million aggregate principal amount of our 2024 Notes. Interest on the 2024 Notes is payable onJune 15 andDecember 15 of each year at a rate of 1.750% per annum. The 2024 Notes will mature onDecember 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. 2029 Notes OnSeptember 30, 2019 , we issued$350.0 million aggregate principal amount of our senior notes due 2029 (the "Initial 2029 Notes"). OnDecember 20, 2019 , andJune 11, 2020 , we issued an additional$200.0 million and$300.0 million , respectively, aggregate principal amount of such notes (together with the Initial 2029 Notes, the "2029 Notes"). Interest on the 2029 Notes is payable onApril 15 andOctober 15 of each year at a rate of 4.375% per annum. The 2029 Notes will mature onOctober 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. 2031 Notes OnSeptember 29, 2020 , we issued$700.0 million aggregate principal amount of our 2031 Notes. Interest on the 2031 Notes is payable onApril 1 andOctober 1 of each year at a rate of 3.375% per annum. The 2031 Notes will mature onApril 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. 25 -------------------------------------------------------------------------------- Table of Contents For additional information regarding our long-term debt, refer to Note 6 of the Notes to Condensed Consolidated Financial Statements.
Capital Commitments As of
Purchase Obligations Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our purchase obligations.
Future Sources of Funding Our future capital requirements may differ materially from those currently projected and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers. Based on current and projected levels of cash flows from operations, coupled with our existing cash, cash equivalents and our Credit 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 our revenue grows faster than we anticipate, 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 any additional debt or equity financing, if required, will be available on favorable terms, if at all. Legal We are involved in various legal proceedings and claims that have arisen in the ordinary course of business that have not been fully adjudicated. We accrue a liability for legal contingencies when we believe that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate developments in our legal matters that could affect the amount of the previously accrued liability and record adjustments as appropriate. Although it is not possible to predict with certainty the outcome of the unresolved legal matters, it is the opinion of management that these matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position or results of operations. The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with these unresolved legal matters is not material. Taxes We are subject to income and other taxes inthe United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities. While we endeavor to comply with all applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law than we do or that we will comply in all respects with applicable tax laws, which could result in additional taxes. There can be no assurance that the outcomes from tax audits will not have an adverse effect on our results of operations in the period during which the review is conducted.
SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION
In accordance with the indentures governing the 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 Quarterly Report on Form 10-Q. Each Guarantor is 100% owned, directly or indirectly, byQorvo, Inc. ("Parent"). A Guarantor can be released in certain customary circumstances. Our otherU.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the "Non-Guarantors"). 26
--------------------------------------------------------------------------------
Table of Contents 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.
© Edgar Online, source
