Exhibit 99.1

 

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

 

   June 27, 2026   March 28, 2026 
ASSETS          
Current assets:          
Cash and cash equivalents  $1,328,943   $1,219,015 
Accounts receivable, net of allowance of $250 and $301 as of June 27, 2026 and March 28, 2026, respectively   379,545    382,509 
Inventories   592,492    553,718 
Prepaid expenses   38,857    36,724 
Other receivables   16,384    16,172 
Other current assets   80,501    98,176 
Total current assets   2,436,722    2,306,314 
Property and equipment, net of accumulated depreciation of $1,799,737 and $1,781,169 as of June 27, 2026 and March 28, 2026, respectively   680,308    710,392 
Goodwill   2,353,226    2,353,226 
Intangible assets, net   106,286    121,506 
Long-term investments   14,759    16,295 
Other non-current assets   348,155    317,857 
Total assets  $5,939,456   $5,825,590 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $253,233   $242,870 
Accrued liabilities   213,593    248,160 
Other current liabilities   220,861    221,727 
Total current liabilities   687,687    712,757 
Long-term debt   1,549,138    1,549,154 
Other long-term liabilities   230,706    219,380 
Total liabilities   2,467,531    2,481,291 
Commitments and contingent liabilities (Note 7)          
Stockholders’ equity:          
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding        
Common stock and additional paid-in capital, $0.0001 par value; 405,000 shares authorized; 88,218 and 87,741 shares issued and outstanding at June 27, 2026 and March 28, 2026, respectively   3,344,678    3,301,450 
Accumulated other comprehensive income   2,657    4,061 
Retained earnings   124,590    38,788 
Total stockholders’ equity   3,471,925    3,344,299 
Total liabilities and stockholders’ equity  $5,939,456   $5,825,590 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Revenue  $784,795   $818,778 
Cost of goods sold   383,827    486,976 
Gross profit   400,968    331,802 
           
Operating expenses:          
Research and development   172,427    179,244 
Marketing and selling   48,792    56,891 
General and administrative   41,337    50,998 
Other operating expense   41,642    14,583 
Total operating expenses   304,198    301,716 
Operating income   96,770    30,086 
           
Interest expense   (15,852)   (18,787)
Other income, net   19,608    20,386 
Income before income taxes   100,526    31,685 
           
Income tax expense   (14,724)   (6,091)
Net income  $85,802   $25,594 
           
Net income per share:          
Basic  $0.97   $0.28 
Diluted  $0.96   $0.27 
           
Weighted-average shares of common stock outstanding:          
Basic   88,035    92,915 
Diluted   89,360    93,770 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Net income  $85,802   $25,594 
Other comprehensive (loss) income, net of tax:          
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term investment nature   (1,386)   11,375 
Reclassification adjustments, net of tax:          
Amortization of pension actuarial gain   (18)   (7)
Other comprehensive (loss) income   (1,404)   11,368 
Total comprehensive income  $84,398   $36,962 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

(Unaudited)

 

           Accumulated   Retained     
   Common Stock and   Other   Earnings     
   Additional Paid-in Capital   Comprehensive   (Accumulated     
Three Months Ended  Shares   Amount   Income (Loss)   Deficit)   Total 
Balance, March 28, 2026   87,741   $3,301,450   $4,061   $38,788   $3,344,299 
Net income               85,802    85,802 
Other comprehensive loss           (1,404)       (1,404)
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes   208    (10,272)           (10,272)
Issuance of common stock in connection with employee stock purchase plan   269    19,750            19,750 
Stock-based compensation       33,750            33,750 
Balance, June 27, 2026   88,218   $3,344,678   $2,657   $124,590   $3,471,925 
                          
Balance, March 29, 2025   92,920   $3,431,308   $(5,013)  $(33,983)  $3,392,312 
Net income               25,594    25,594 
Other comprehensive income           11,368        11,368 
Exercise of stock options and vesting of restricted stock units, net of shares withheld for employee taxes   180    (7,291)           (7,291)
Issuance of common stock in connection with employee stock purchase plan   400    21,299            21,299 
Repurchase of common stock, including transaction costs and excise tax   (702)   (50,018)           (50,018)
Stock-based compensation       43,805            43,805 
Balance, June 28, 2025   92,798   $3,439,103   $6,355   $(8,389)  $3,437,069 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Cash flows from operating activities:          
Net income  $85,802   $25,594 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation   34,912    39,466 
Amortization of intangible assets   15,225    27,994 
Deferred income taxes   (8,758)   (3,756)
Stock-based compensation expense   34,411    42,475 
Other, net   2,666    (1,804)
Changes in operating assets and liabilities:          
Accounts receivable, net   2,941    58,205 
Inventories   (39,000)   4,725 
Prepaid expenses and other assets   15,538    2,389 
Accounts payable and accrued liabilities   (13,007)   (2,881)
Income taxes payable and receivable   4,672    (14,193)
Other liabilities   4,091    4,731 
Net cash provided by operating activities   139,493    182,945 
Cash flows from investing activities:          
Purchase of property and equipment   (24,144)   (37,543)
Other investing activities   1,298    4,212 
Net cash used in investing activities   (22,846)   (33,331)
Cash flows from financing activities:          
Repurchase of common stock, including transaction costs       (49,906)
Proceeds from the issuance of common stock   8,731    9,833 
Tax withholding paid on behalf of employees for restricted stock units   (10,272)   (7,290)
Net (payments) proceeds from purchase and sale of inventories subject to repurchase   (139)   45,599 
Other financing activities   (4,787)   (5,171)
Net cash used in financing activities   (6,467)   (6,935)
Effect of exchange rate changes on cash and cash equivalents   (252)   1,623 
Net increase in cash and cash equivalents   109,928    144,302 
Cash and cash equivalents at the beginning of the period   1,219,015    1,021,176 
Cash and cash equivalents at the end of the period  $1,328,943   $1,165,478 
           
Supplemental disclosure of cash flow information:          
Capital expenditures included in liabilities  $18,172   $54,666 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. BASIS OF PRESENTATION AND SUPPLEMENTAL DISCLOSURES

 

The accompanying Condensed Consolidated Financial Statements of Qorvo, Inc. and Subsidiaries (together, the "Company" or "Qorvo") have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in Qorvo’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026.

 

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Certain prior period amounts have been reclassified to conform to the fiscal 2027 presentation.

 

The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year. Approximately every five to six years, the Company reports a 53-week fiscal year to align with the foregoing policy. Fiscal 2027 is a 53-week year and fiscal 2026 was a 52-week year; however, the first quarters of both fiscal years 2027 and 2026 included 13 weeks.

 

Supplemental Disclosures

 

Details of "Other operating expense" are as follows (in thousands):

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Merger-related costs (1)  $14,885   $465 
Restructuring-related charges (2)   11,674    4,154 
Deferred compensation expense   9,897    5,534 
Start-up costs   3,734    3,674 
Other, net   1,452    756 
Total  $41,642   $14,583 

 

(1) Refer to Note 2 for additional information.

(2) Refer to Note 9 for additional information.

 

2. PROPOSED MERGERS

 

On October 27, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Skyworks Solutions, Inc., a Delaware corporation (“Skyworks”), the Company, Comet Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Skyworks (“Merger Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Skyworks (“Merger Sub II”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Skyworks (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly-owned subsidiary of Skyworks.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

At the effective time of the First Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.0001 per share (“Qorvo Common Stock”), outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Qorvo Common Stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive (i) 0.960 (the “Exchange Ratio”) shares of Skyworks common stock, without interest, and (ii) $32.50 in cash, without interest, subject to applicable withholding taxes. No fractional shares of Skyworks common stock will be issued in the Mergers, and the Company’s stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement.

 

If the Mergers are consummated, Qorvo Common Stock will be delisted from the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. The Exchange Ratio is expected to result in the Company’s equityholders and Skyworks equityholders owning approximately 37% and 63%, respectively, of the combined company on a pro forma basis following the closing of the transactions contemplated by the Merger Agreement.

 

The Merger Agreement contains certain termination rights for each of Skyworks and Qorvo. Under specified circumstances, each of Qorvo and Skyworks will be required to pay the other party a termination fee of $298.7 million, as more fully described in the Merger Agreement. Alternatively, under certain specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities, Skyworks will be required to pay Qorvo a termination fee of $100.0 million, as more fully described in the Merger Agreement.

 

On February 5, 2026, Qorvo and Skyworks each received a Request for Additional Information and Documentary Material (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”) in connection with the transaction. The Second Request was issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Qorvo and Skyworks have each substantially complied with the Second Request it received, unless the waiting period is voluntarily extended by the parties or terminated sooner by the FTC.

 

The stockholders of both Qorvo and Skyworks approved the Merger Agreement at each company's special meeting of stockholders on February 11, 2026.

 

On May 20, 2026, Skyworks commenced offers to exchange (the “Exchange Offers”) any and all outstanding 4.375% Senior Notes due 2029 issued by the Company (the “2029 Notes”) for up to $850.0 million aggregate principal amount of new 4.375% Senior Notes due 2029 issued by Skyworks and any and all outstanding 3.375% Senior Notes due 2031 issued by the Company (the “2031 Notes” and, together with the 2029 Notes, the “Notes”) for up to $700.0 million aggregate principal amount of new 3.375% Senior Notes due 2031 issued by Skyworks, pursuant to the terms and conditions set forth in Skyworks’ Registration Statement on Form S-4, filed with the SEC on May 20, 2026. The Exchange Offers will remain open until 5:00 p.m., New York City time, on September 1, 2026, unless extended at Skyworks’ sole discretion. The expiration date of the Exchange Offers is expected to be extended to occur on or about the closing of the Mergers.

 

In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders of the Notes (the “Consents,” and together with the Exchange Offers, the “Exchange Offers and Consent Solicitations”) to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the “Proposed Amendments”). As of June 11, 2026, the Company received the requisite number of Consents to adopt the Proposed Amendments with respect to each series of the Notes and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes (together, the “Supplemental Indentures”), by and among the Company, the guarantors party thereto and the trustee, giving effect to the Proposed Amendments.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

The Proposed Amendments with respect to each series of the Notes will not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated.

 

The foregoing summary of the Merger Agreement, the Exchange Offers and Consent Solicitations and Supplemental Indentures and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 28, 2025, Skyworks' Registration Statement on Form S-4 filed with the SEC on May 20, 2026 and the Supplemental Indentures filed as Exhibits 4.1 and 4.2 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2026.

 

Consummation of the Mergers is subject to required regulatory approvals, including certain antitrust and foreign investment approvals, and the satisfaction of other customary closing conditions. The Company is increasingly hopeful that the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions, but there can be no assurances that the closing will occur on this timeline.

 

Merger-related costs for the three months ended June 27, 2026 were approximately $14.9 million, primarily related to legal and professional fees.

 

3. INVENTORIES

 

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

 

   June 27, 2026   March 28, 2026 
Raw materials  $160,078   $162,588 
Work in process   315,626    265,250 
Finished goods   116,788    125,880 
Total inventories  $592,492   $553,718 

 

4. INTANGIBLE ASSETS

 

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

 

   June 27, 2026   March 28, 2026 
   Gross       Gross     
   Carrying   Accumulated   Carrying   Accumulated 
   Amount   Amortization   Amount   Amortization 
Developed technology  $289,825   $206,473   $330,939   $239,563 
Technology licenses   74,386    61,237    75,475    55,861 
Customer relationships   26,900    17,261    39,900    29,588 
Trade names   700    554    700    496 
Total (1)  $391,811   $285,525   $447,014   $325,508 

 

(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. The gross carrying amounts and accumulated amortization of fully impaired intangible assets are written off at the time of impairment.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

5. DEBT

 

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

 

   June 27, 2026   March 28, 2026 
4.375% senior notes due 2029  $850,000   $850,000 
3.375% senior notes due 2031   700,000    700,000 
Unamortized premium and issuance costs, net   (862)   (846)
Total long-term debt  $1,549,138   $1,549,154 

 

Credit Agreement

 

On April 23, 2024, the Company entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the "Credit Agreement"), which replaced the previous credit agreement dated as of September 29, 2020. The Credit Agreement provides for a $325.0 million senior revolving line of credit (the "Revolving Facility"). Up to $25.0 million of the Revolving Facility may be used for the issuance of standby letters of credit, and up to $10.0 million of the Revolving Facility may be used for swing line advances (i.e., short-term borrowings made available from the lead lender). The Company may request at any time that the Revolving Facility be increased by up to $325.0 million, subject to securing additional funding commitments from existing or new lenders. The Revolving Facility is available to finance working capital, capital expenditures and other lawful corporate purposes. The initial maturity date of the Revolving Facility is April 23, 2029, which may be extended by up to two years by exercising extension options provided in the Credit Agreement.

 

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

 

During the three months ended June 27, 2026, there were no borrowings under the Revolving Facility.

 

The Credit Agreement contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default. As of June 27, 2026, the Company was in compliance with these covenants.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

Senior Notes due 2029

 

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

 

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

 

Interest is payable on the 2029 Notes on April 15 and October 15 of each year. The Company paid interest of $18.6 million on the 2029 Notes during both the three months ended June 27, 2026 and June 28, 2025.

 

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 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 2020 Indenture contains substantially the same customary events of default and negative covenants as the 2019 Indenture.

 

Interest is payable on the 2031 Notes on April 1 and October 1 of each year. The Company paid interest of $11.8 million on the 2031 Notes during both the three months ended June 27, 2026 and June 28, 2025.

 

On May 20, 2026, Skyworks commenced the Exchange Offers for the 2029 Notes and the 2031 Notes. In conjunction with the Exchange Offers, Skyworks, on behalf of the Company, solicited consents from holders of the Notes to adopt certain proposed amendments to the existing indentures to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. As of June 11, 2026, the Company received the requisite number of consents to adopt the proposed amendments with respect to each series of the Notes and entered into supplemental indentures for both the 2029 Notes and the 2031 Notes. The proposed amendments with respect to each series of the Notes will not become operative until (i) immediately prior to the closing of the transaction or (ii) immediately upon the settlement of the Exchange Offers for such series of the Notes, depending on the specific amendment, and will cease to be operative if the Mergers are not consummated. As of June 27, 2026, the 2029 Notes and the 2031 Notes remained outstanding obligations of the Company. Upon settlement of the Exchange Offers (which remain open), any 2029 Notes and 2031 Notes tendered and accepted for exchange will be exchanged for the applicable Skyworks notes and the related obligations of the Company and the guarantors under the tendered Notes will cease.

 

Refer to Note 2 for additional information regarding the Exchange Offers and Consent Solicitations for the 2029 Notes and the 2031 Notes.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

Fair Value of Debt

 

The Company's debt is carried at amortized cost and is measured at fair value quarterly for disclosure purposes. The estimated fair value of the 2029 Notes and the 2031 Notes as of June 27, 2026 was $820.3 million and $639.4 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The estimated fair value of the 2029 Notes and the 2031 Notes as of March 28, 2026 was $829.4 million and $629.5 million, respectively (compared to the outstanding principal amount of $850.0 million and $700.0 million, respectively). The Company considers the fair value of its debt to be Level 2 in the fair value hierarchy. Fair values are estimated based on quoted market prices for identical or similar instruments. The 2029 Notes and the 2031 Notes currently trade over-the-counter, and the fair values were estimated based upon the value of the last trade at the end of the period.

 

Interest Expense

 

During the three months ended June 27, 2026, the Company recognized $16.4 million of interest expense, primarily related to the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.6 million. During the three months ended June 28, 2025, the Company recognized $19.6 million of interest expense, primarily related to the 2029 Notes and the 2031 Notes, which was partially offset by interest capitalized to property and equipment of $0.8 million. Interest expense for the three months ended June 27, 2026 and June 28, 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement.

 

6. STOCK REPURCHASES

 

On November 2, 2022, the Company announced that its Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of the Company's outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization.

 

Under this program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The program does not require the Company to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended or terminated at any time without prior notice. Shares withheld to satisfy tax withholding requirements related to the vesting of share-based awards are not considered issued or considered stock repurchases under the Company's stock repurchase program.

 

During the three months ended June 27, 2026, the Company did not repurchase any shares of its common stock. As of June 27, 2026, approximately $416.2 million remains authorized for repurchases under its share repurchase program.

 

During the three months ended June 28, 2025, the Company repurchased approximately 0.7 million shares of its common stock for approximately $50.0 million (including transaction costs and excise tax).

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

7. COMMITMENTS AND CONTINGENT LIABILITIES

 

Legal Matters

 

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

 

8. REVENUE

 

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

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
United States  $509,011   $425,260 
Taiwan   92,537    96,926 
Other Asia   81,189    122,241 
China   77,012    155,895 
Europe   25,046    18,456 
Total revenue  $784,795   $818,778 

 

The Company also disaggregates revenue by operating segments (refer to Note 10).

 

9. RESTRUCTURING

 

In the second quarter of fiscal 2026, the Company initiated actions to reduce operating expenses, streamline its manufacturing footprint and accelerate its focus on long-term profitability objectives (the "2026 Restructuring Initiatives"). As part of these actions, the Company decided to close its North Carolina fabrication facility and transfer surface acoustic wave ("SAW") filter production to its Texas fabrication facility. In the fourth quarter of fiscal 2026, the Company completed the sale of its North Carolina fabrication facility and is operating under a short-term supply agreement with the buyer until the Company completes the transfer of SAW filter production to its Texas facility. In addition, the Company consolidated the Connectivity and Sensors Group ("CSG") organizational structure as it continues to align total Company resources, improve efficiency and narrow its focus on a higher margin portfolio.

 

The following table summarizes the charges resulting from the 2026 Restructuring Initiatives (in thousands):

 

   Three Months Ended June 27, 2026 
   Cost of Goods Sold   Other Operating
Expense
   Total 
Contract termination and other costs  $   $866   $866 
Asset impairment costs       47    47 
One-time employee termination benefits   250    11,025    11,275 
Total  $250   $11,938   $12,188 

 

As of June 27, 2026, the Company has recorded cumulative expenses of approximately $12.4 million for contract termination and other costs, $48.4 million for one-time employee termination benefits, $1.8 million for asset impairment costs as well as a $7.9 million gain on sale of facility as a result of the 2026 Restructuring Initiatives.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

The Company does not expect to incur additional material charges associated with the 2026 Restructuring Initiatives.

 

The following table summarizes the liability activity related to the 2026 Restructuring Initiatives (in thousands):

 

   One-Time Employee
Termination Benefits
   Contract Termination
and Other Costs
   Total 
Accrued restructuring balance as of March 28, 2026  $19,856   $9,493   $29,349 
Costs incurred and charged to expense   11,275    866    12,141 
Cash payments   (20,502)   (9,476)   (29,978)
Accrued restructuring balance as of June 27, 2026  $10,629   $883   $11,512 

 

The accrued restructuring balances as of June 27, 2026 represent estimated future cash payments required to satisfy the Company's remaining obligations, the majority of which are expected to be paid by the end of fiscal 2027.

 

10. OPERATING SEGMENT INFORMATION

 

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").

 

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

 

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

 

ACG is a leading global supplier of advanced cellular 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 discrete and highly integrated cellular products.

 

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 (the "CODM"). The CODM primarily uses segment operating income (loss) to evaluate each segment's performance and allocate resources. This measure is utilized during the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, capital investments and personnel across all operating segments. The Company’s manufacturing facilities service and provide benefit to all three operating segments, and the operating costs of the facilities are reflected in the cost of goods sold for each operating segment. The Company’s operating segments do not have intercompany revenue. The CODM does not evaluate operating segments using discrete asset information.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

The following table presents details of the Company’s operating and reportable segments and a reconciliation of segment operating income (loss) to consolidated income before income taxes (in thousands):

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Revenue:        
HPA  $206,357   $137,395 
CSG   101,869    110,153 
ACG   476,569    571,230 
Total revenue  $784,795   $818,778 
           
Segment expenses:          
HPA          
Cost of goods sold  $71,269   $53,974 
Research and development   39,839    37,868 
Marketing and selling   17,791    16,861 
General and administrative   7,499    7,110 
Segment operating income   69,959    21,582 
           
CSG          
Cost of goods sold   57,808    59,933 
Research and development   23,302    32,685 
Marketing and selling   13,000    18,638 
General and administrative   4,765    6,430 
Segment operating income (loss)   2,994    (7,533)
           
ACG          
Cost of goods sold   241,450    344,882 
Research and development   95,694    94,507 
Marketing and selling   13,691    14,357 
General and administrative   17,182    19,550 
Segment operating income   108,552    97,934 
           
Total segment operating income  $181,505   $111,983 
           
Unallocated amounts:          
Stock-based compensation expense   (34,411)   (42,475)
Amortization of acquired intangible assets   (8,777)   (21,521)
Restructuring-related charges (1)   (11,521)   (7,879)
Merger-related costs (2)   (14,885)   (465)
Other (3)   (15,141)   (9,557)
Consolidated operating income   96,770    30,086 
           
Interest expense   (15,852)   (18,787)
Other income, net   19,608    20,386 
Income before income taxes  $100,526   $31,685 

(1) Refer to Note 9 for additional information.

(2) Refer to Note 2 for additional information.

(3) Includes deferred compensation expense; start-up costs; and certain settlements, gains, losses and other charges.

 

 

 

 

QORVO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

The unallocated amounts in the table above are not allocated to the Company's operating segments because they are not included in the segment operating performance measures evaluated by the Company’s CODM. Except as discussed above regarding the unallocated amounts, the Company's accounting policies for segment reporting are the same as for the Company as a whole.

 

11. INCOME TAXES

 

The Company’s income tax expense was $14.7 million and $6.1 million for the three months ended June 27, 2026 and June 28, 2025, respectively. The Company’s effective tax rate was 14.6% and 19.2% for the three months ended June 27, 2026 and June 28, 2025, respectively.

 

The Company's effective tax rate for the three months ended June 27, 2026 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, the impact of global minimum taxes and Net Controlled Foreign Corporation Tested Income (formerly Global Intangible Low-Taxed Income ("GILTI")), partially offset by domestic tax credits generated and discrete tax benefits. A discrete tax benefit of $3.3 million was recognized for the three months ended June 27, 2026, primarily related to the tax effects of merger-related costs (refer to Note 2 for additional information) and restructuring-related charges (refer to Note 9 for additional information).

 

The Company's effective tax rate for the three months ended June 28, 2025 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, global minimum taxes in foreign jurisdictions and GILTI, partially offset by domestic tax credits generated.

 

 

 

 

12. NET INCOME PER SHARE

 

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

 

   Three Months Ended 
   June 27, 2026   June 28, 2025 
Numerator:        
Numerator for basic and diluted net income per share — net income available to common stockholders  $85,802   $25,594 
Denominator:          
Denominator for basic net income per share — weighted-average shares   88,035    92,915 
Effect of dilutive securities:          
Stock-based awards   1,325    855 
Denominator for diluted net income per share — adjusted weighted-average shares and assumed conversions   89,360    93,770 
Basic net income per share  $0.97   $0.28 
Diluted net income per share  $0.96   $0.27 

 

An immaterial number of shares of outstanding stock-based awards were excluded from the computation of net income per diluted share for the three months ended June 27, 2026 because the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three months ended June 28, 2025, approximately 1.5 million shares of outstanding stock-based awards were excluded because the effect of their inclusion would have been anti-dilutive.