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What changed in Qorvo, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Qorvo, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+338 added−332 removedSource: 10-K (2025-05-19) vs 10-K (2024-05-20)

Top changes in Qorvo, Inc.'s 2025 10-K

338 paragraphs added · 332 removed · 252 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

60 edited+21 added−21 removed30 unchanged
Biggest changeThe results are reviewed by senior management, who analyze areas of progress or opportunities for improvement and work with their teams to develop targeted action plans. Employee-driven groups, called Qorvo Employee Networks, provide platforms for employees to connect based on shared interests and objectives, fostering both professional and personal growth.
Biggest changeWe are committed to actively listening to our employees and solicit feedback on a variety of factors including strategy, culture, execution, inclusion, work environment, growth and development, collaboration and engagement. The results are reviewed by senior management, who analyze areas of progress or opportunities for improvement and work with their teams to develop targeted action plans.
The public may also request a copy of our forms filed with the SEC, without charge upon written request, directed to: Investor Relations Department Qorvo, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421 The information contained on or accessible through our website is not incorporated by reference or considered to be a part of this Annual Report on Form 10-K.
The public may also request a copy of our forms filed with the SEC, without charge upon written request, directed to: 12 Table of Contents Investor Relations Department Qorvo, Inc. 7628 Thorndike Road Greensboro, NC 27409-9421 The information contained on or accessible through our website is not incorporated by reference or considered to be a part of this Annual Report on Form 10-K.
We invest in these technologies to improve device performance, reduce die size and reduce manufacturing costs.
We invest in these technologies to improve device performance, reduce die size and lower manufacturing costs.
Our manufacturing facilities worldwide are certified to the International Organization for Standardization ("ISO") 9001 quality standard, and select locations are certified to additional automotive (IATF 16949), aerospace (AS 9100) and environmental (ISO 14001) standards. These stringent standards are audited and certified by third-party auditors in addition to our continuous internal self-audits.
Our manufacturing facilities worldwide are certified to the International Organization for Standardization ("ISO") 9001 quality standard and select locations are certified to additional automotive (IATF 16949), aerospace (AS 9100) and environmental (ISO 14001) standards. These stringent standards are audited and certified by third-party auditors in addition to our ongoing internal audits.
We are an ISO 14001:2015 certified manufacturer with a comprehensive EMS in place to help ensure control of the environmental aspects of the manufacturing process. Our EMS mandates compliance and establishes appropriate checks and balances to minimize the potential for non-compliance with environmental laws and regulations.
We are an ISO 14001:2015 certified manufacturer with a comprehensive EMS in place to help ensure control of the environmental aspects and impacts of the manufacturing process. Our EMS mandates compliance, continuous improvement and establishes appropriate checks and balances to minimize the potential for non-compliance with environmental laws and regulations.
Available Information We make available, free of charge through our website (https://www.qorvo.com), our annual and quarterly reports on Forms 10-K and 10-Q (including exhibits and related filings in iXBRL format) and current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the United States Securities and Exchange Commission ("SEC").
Available Information We make available, free of charge through our website (https://www.qorvo.com), our annual and quarterly reports on Forms 10-K and 10-Q (including exhibits and related filings in iXBRL format) and current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the U.S.
We maintain close relationships with our customers and chipset suppliers and provide them with strong technical support to enhance their customer experience and help anticipate future product needs. Seasonality Our sales are the result of standard purchase orders or specific agreements with customers.
We maintain close relationships with our customers and provide them with strong technical support to enhance the customer experience and anticipate future product needs. Seasonality Our sales are the result of standard purchase orders or specific agreements with customers.
Patent applications are filed within the U.S. and in other strategic countries where we have a market presence. On occasion, some applications do not mature into patents for various reasons, including rejections based on prior art. We have approximately 2,300 patents that have expiration dates between 2024 and 2042.
Patent applications are filed within the U.S. and in other strategic countries where we have a market presence. On occasion, some applications do not mature into patents for various reasons including rejections based on prior art. We have approximately 2,500 patents that have expiration dates between 2025 and 2043.
Research and Development We invest in research and development ("R&D") to develop advanced technologies and products to best serve our markets. Our R&D activities support large competitive design win opportunities for major programs at key customers, which require best-in-class performance, size, cost and functional density. We also invest in R&D to develop new products for broader market applications.
Our R&D activities support large competitive design win opportunities for major programs at key customers, which require best-in-class performance, size, cost and functional density. We also invest in R&D to develop new products for broader market applications.
Samsung Electronics Co., Ltd. ("Samsung") accounted for 12% of total revenue in both fiscal years 2024 and 2023. These customers primarily purchase RF solutions for a variety of mobile devices. Sales and Marketing We sell our products worldwide both directly to customers and through a network of U.S. and foreign sales representative firms and distributors.
("Samsung") accounted for 10% and 12% of total revenue in fiscal years 2025 and 2024, respectively. These customers primarily purchase RF solutions for a variety of mobile devices. Sales and Marketing We sell our products worldwide both directly to customers and through a network of U.S. and foreign sales representative firms and distributors.
We strive to meet these objectives by offering competitive pay and benefits in a diverse, inclusive and safe workplace and by providing opportunities for our employees to grow and develop their careers. As of March 30, 2024, we employed approximately 8,700 full and part-time employees in 23 countries.
We strive to meet these objectives by offering competitive pay and benefits in a diverse, inclusive and safe workplace and by providing opportunities for our employees to grow and develop their careers. As of March 29, 2025, we employed approximately 6,200 full and part-time employees in 23 countries.
We also collaborate with leading reference design partners and provide foundry services to defense primes and other defense and aerospace customers. We provide products to our largest end customer, Apple Inc. ("Apple"), through sales to multiple contract manufacturers, which in the aggregate accounted for 46% and 37% of total revenue in fiscal years 2024 and 2023, respectively.
We also collaborate with leading reference design partners and provide foundry services to defense primes and other D&A customers. We provide products to our largest end customer, Apple Inc. ("Apple"), through sales to multiple contract manufacturers, which in the aggregate accounted for 47% and 46% of total revenue in fiscal years 2025 and 2024, respectively. Samsung Electronics Co., Ltd.
We routinely benchmark our compensation and benefits packages to ensure we remain competitive with our peers and continue to attract and retain talent throughout our organization. Employee Recruitment, Retention and Development We are committed to recruiting, hiring, retaining, promoting and engaging a diverse workforce to best serve our global customers.
We routinely benchmark our compensation and benefits packages to ensure we remain competitive with our peers and continue to attract and retain talent throughout our organization. 10 Table of Contents Employee Recruitment, Retention and Development We are committed to equal opportunity in recruiting, hiring, retaining, promoting and engaging a highly skilled workforce to best serve our global customers.
The SEC maintains a website at https://www.sec.gov that contains reports, proxy and information statements and other information 12 Table of Contents regarding issuers that file electronically with the SEC.
Securities and Exchange Commission (the "SEC"). The SEC maintains a website at https://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
HPA is a leading global supplier of radio frequency ("RF"), analog mixed signal and power management solutions. CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning ultra-wideband ("UWB"), Matter ® , Bluetooth ® Low Energy, Zigbee ® , Thread ® , Wi-Fi ® , cellular Internet of Things ("IoT") and microelectromechanical system ("MEMS")-based sensors.
CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning ultra-wideband ("UWB"), Matter ® , Bluetooth ® Low Energy ("BLE"), Zigbee ® , Thread ® , Wi-Fi ® , cellular solutions for the Internet of Things ("IoT") and microelectromechanical system ("MEMS")-based sensors.
These and other efforts help promote an inclusive workplace of talented employees and drive employee engagement. Safety, Health and Wellness We are a member of the Responsible Business Alliance (the "RBA"), an industry coalition dedicated to driving sustainable value for workers in global supply chains, among other things.
Safety, Health and Wellness We are a member of the Responsible Business Alliance (the "RBA"), an industry coalition dedicated to driving sustainable value for workers in global supply chains, among other things.
Use cases include automotive smart interiors, laptop trackpads, smartphones and other applications. In Wi-Fi, new standards and architectures, such as 802.11ax (Wi-Fi 6 and Wi-Fi 6E) and 802.11be (Wi-Fi 7), are enhancing performance, increasing range and capacity and enabling new use cases.
In Wi-Fi, new standards and architectures, such as 802.11ax (Wi-Fi 6 and Wi-Fi 6E) and 802.11be (Wi-Fi 7), are enhancing performance, increasing range and capacity and enabling new use cases.
Additionally, many of our competitors have significant financial, technical, manufacturing 9 Table of Contents and marketing resources, which may allow them to more quickly implement new technologies and develop new products.
In some cases, our competitors are also our customers or suppliers. Additionally, many of our competitors have significant financial, technical, manufacturing and marketing resources which may allow them to more quickly implement new technologies and develop new products.
We have established relationships with professional associations and industry groups to proactively attract talent, and we partner with universities with diverse student populations for our internship program.
We have established relationships with professional associations and industry groups to proactively attract talent and we partner with universities for our internship program that focus on technologies that support our roadmaps.
Qorvo’s UWB SoC and SiP solutions, in combination with Qorvo's broad ecosystem of hardware, software, and solutions partners, enable new use cases that require precision location accuracy and security, including secure home access, secure car access, indoor navigation and other applications. Qorvo’s force-sensing touch sensors enable an enhanced human-machine interface experience.
Qorvo’s UWB SoC and SiP solutions, in combination with our broad ecosystem of hardware, software and solutions partners, enable precision location accuracy and security in use cases including secure home access, secure car access, indoor navigation and other applications.
In broadband infrastructure, network operators are migrating from Data Over Cable Service Interface Specification ("DOCSIS") 3.1 to DOCSIS 4.0 to increase the efficiency of existing infrastructure and significantly increase download and upload speeds for end users.
Qorvo's cellular infrastructure products include switches, filters, LNA modules, discrete LNAs, variable gain amplifiers and control circuits. In broadband infrastructure, network operators are migrating from Data Over Cable Service Interface Specification ("DOCSIS") 3.1 to DOCSIS 4.0 to increase the efficiency of existing infrastructure and significantly increase download and upload speeds for end users.
ACG competes primarily with Broadcom Inc.; Murata Manufacturing Co., Ltd.; Qualcomm Technologies, Inc.; and Skyworks Solutions, Inc. Many of our current and potential competitors have strong market positions and customer relationships, established patents and other IP, and substantial technological capabilities. In some cases, our competitors are also our customers or suppliers.
ACG 9 Table of Contents competes primarily with Broadcom Inc.; Maxscend Microelectronics Co., Ltd.; Murata Manufacturing Co., Ltd.; Qualcomm Technologies, Inc.; Skyworks Solutions, Inc.; and Vanchip (Tianjin) Technology Co., Ltd. Many of our current and potential competitors have strong market positions and customer relationships, established patents and other IP and substantial technological capabilities.
We procure our materials, parts and supplies from a large number of sources through established purchase contracts with 7 Table of Contents suppliers or on a purchase order basis. We enter into supply agreements, for certain items, to address short-term and long-term supply requirements during periods of semiconductor industry supply constraints.
Our procurement and supply chain functions are centralized and serve all three operating segments. We procure our materials, parts and supplies from a large number of sources through established purchase contracts with suppliers or on a purchase order basis. We enter into supply agreements, for certain items, to address short-term and long-term supply requirements.
We are committed to an injury-free workplace and provide dedicated workplace training and leadership support to reduce or eliminate health and safety risks. In fiscal 2024, we achieved our safety goal for the sixth consecutive year. Our site-specific health and safety teams are critical in fostering a positive safety culture.
We are committed to an injury-free workplace and provide dedicated workplace training and leadership support to reduce or eliminate health and safety risks. Our site-specific health and safety teams are critical in fostering a positive safety culture and our recordable injury rate has consistently been below the semiconductor industry average.
These and other global macro trends are increasing the demand for our technologies and products. Our business is diversified across mobile devices, infrastructure, power management, connectivity and sensing, defense and aerospace, and automotive. Our products solve our customers’ most complex challenges while enhancing performance, improving efficiency, increasing functionality, enabling new form factors and addressing other critical challenges.
These and other global macro trends are increasing the demand for our technologies and products. Qorvo serves six primary end markets: automotive, consumer, defense and aerospace ("D&A"), industrial and enterprise, infrastructure and mobile. Our products solve our customers’ most complex challenges while enhancing performance, improving efficiency, increasing functionality, enabling new form factors and addressing other critical challenges.
We also source technologies in cooperation with key suppliers, including silicon on insulator ("SOI") for LNAs, switches and tuners, silicon germanium ("SiGe") for amplifiers and LNAs, complementary metal oxide semiconductor ("CMOS") for power management devices and SoC solutions, MEMS technology for switches and force-sensing and SiC for high-voltage power conversion devices.
We also source technologies in cooperation with key suppliers, including GaAs; silicon on insulator ("SOI") for LNAs, switches and tuners; silicon germanium ("SiGe") for amplifiers and LNAs; complementary metal oxide semiconductor ("CMOS") for digital controllers; specialized CMOS for PMICs, SoC solutions, ET and average power tracking ("APT") power management, and power control in cellular modules; and MEMS technology for switches and tuners.
The Wi-Fi 7 standard doubles the channel bandwidth and number of spatial streams compared to Wi-Fi 6E and uses multi-link operation to combine portions of the 5 GHz and 6 GHz bands into a single link, enabling faster speeds over longer distances. As standards and architectures evolve, functional requirements increase and demand more highly integrated RF front end solutions.
The Wi-Fi 7 standard doubles the channel bandwidth and number of spatial streams compared to Wi-Fi 6E and uses multi-link operation to combine portions of the 5 GHz and 6 GHz bands into a single link, enabling faster speeds over longer distances. We have begun development for Wi-Fi 8 front end solutions in alignment with market leading chipset providers.
Government Regulations We are subject to a variety of extensive and changing domestic and international federal, state and local governmental laws, regulations and ordinances related to the discharge of pollutants into the environment; the treatment, transport and disposal of hazardous waste; recycling and product packaging; worker health and safety; and other activities affecting the environment, our workforce and the management of our manufacturing operations.
These programs provide tools and resources, such as health coaches and wellness incentives, that emphasize preventive care, encourage healthy behaviors and are designed to help cultivate a productive work environment while also focusing on the well-being of our employees. 11 Table of Contents Government Regulations We are subject to a variety of extensive and changing domestic and international federal, state and local governmental laws, regulations and ordinances related to the discharge of pollutants into the environment; the treatment, transport and disposal of hazardous waste; recycling and product packaging; worker health and safety; and other activities affecting the environment, our workforce and the management of our manufacturing operations.
We also use multiple silicon-based process technologies, including SiC, SOI, SiGe and bulk CMOS, which are principally sourced from leading silicon foundries located throughout the world. We have a global supply chain and ship millions of units per day. We have our own flip chip, wire bond and wafer-level packaging technologies.
We operate fabrication facilities for the production of BAW, GaAs, GaN and SAW wafers in North Carolina, Oregon and Texas. We also use multiple silicon-based process technologies, including SOI, SiGe and bulk CMOS, which are sourced from leading silicon foundries located throughout the world. We have a global supply chain and ship millions of units per day.
We believe that our internship program and university partnerships contribute to developing the next 10 Table of Contents generation of talent, including engineers in our industry, and provide a pipeline of recent college graduates into our talent pool.
We believe that our internship program and university partnerships contribute to developing the next generation of talent, including engineers in our industry, and provide a pipeline of recent college graduates into our talent pool. Our high-performance culture is supported by a process of goal setting, continuous feedback and coaching, all geared towards fostering skill and competency growth.
Qorvo is enabling the transition to DOCSIS 4.0 with a broad portfolio of products including high-output power doublers, drivers, pre-amps, return amps, voltage-controlled attenuators, digital step attenuators, switches and voltage variable equalizers. 5 Table of Contents Power Management Power efficiency is a core requirement in all electronics, and power management is critical to enhancing efficiency.
Qorvo is enabling the transition to DOCSIS 4.0 with a broad portfolio of products including high-output power doublers, drivers, preamplifiers, return amplifiers, voltage-controlled attenuators, digital step attenuators, switches and voltage variable equalizers. HPA serves industrial and enterprise markets with solutions that leverage our configurable power management intellectual property ("IP").
Industry Trends, Markets and Products Global connectivity trends and the proliferation of more intelligent, data-intensive applications are increasing demand for technologies that efficiently increase data throughput, improve user experiences and enable new methods of human-machine interaction. Additionally, global trends related to energy generation, consumption, storage and sustainability are increasing requirements for power management technologies that increase power efficiency.
ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices. 4 Table of Contents Industry Trends, Markets, Products and Applications Global connectivity trends and the proliferation of more intelligent, data-intensive applications are increasing demand for technologies that efficiently increase data throughput, improve user experiences and enable new methods of human-machine interaction.
We select our sales representative firms and distributors based on technical skills and sales experience, the presence of complementary product lines and the customer base served. We provide ongoing educational training about our products to our internal and external sales representatives and distributors.
We select our sales representative firms and distributors based on a variety of factors, including market coverage, sales expertise, technical capability and support and logistics capability. We provide ongoing educational training about our products to our internal and external sales representatives and distributors.
The coexistence of multiple low-power wireless protocols in a SoC reduces form factor, extends battery life and helps advance the proliferation of IoT devices. To simplify the interoperability challenges of a multi-protocol environment, an open and universal smart home overlay known as Matter was developed to accelerate adoption of IoT devices and platforms.
Qorvo’s multi-protocol SoCs enable multiple radios to connect concurrently. The coexistence of multiple low-power wireless protocols in a SoC reduces form factor, extends battery life and helps advance the proliferation of IoT devices.
In our GaN and GaAs manufacturing operations, we use several raw materials, including GaN on SiC wafers and GaAs wafers. In our acoustic filter manufacturing operations, raw materials include silicon, lithium niobate and lithium tantalate. Our procurement and supply chain functions are centralized and service all three operating segments.
Raw Materials and Manufacturing We purchase numerous raw materials and parts, such as silicon, passive components and substrates for our manufacturing processes. In our GaN and GaAs manufacturing operations, we use several raw materials, including GaN on silicon carbide ("SiC") wafers and GaAs wafers. In our acoustic filter manufacturing operations, raw materials include silicon, lithium niobate and lithium tantalate.
Infrastructure Data-intensive use cases such as machine learning, industrial automation, robotics and augmented reality/virtual reality ("AR/VR") are increasing the performance and capacity requirements of wired and wireless 5G networks. In cellular base stations, operators are migrating to 5G to increase capacity, expand coverage and lower the cost per bit of data.
Our services portfolio includes an extensive set of compound semiconductor foundry services, wafer processing, advanced packaging and heterogeneous integration solutions. In the infrastructure market, data-intensive use cases such as machine learning, industrial automation, robotics and augmented reality/virtual reality ("AR/VR") are increasing the performance and capacity requirements of wired and wireless 5G networks.
We combine these technologies with proprietary design methods, intellectual property ("IP") and other expertise to improve performance, increase integration and reduce the size and cost of our products. We develop and qualify advanced packaging technologies to reduce component size, improve performance and reduce package costs.
We are leveraging AI and machine learning in areas including product design, and we are integrating AI and machine learning functionality through integrated software in products including PMICs and SoCs. We combine these technologies with proprietary design methods, IP and other expertise to improve performance, increase integration and reduce the size and cost of our products.
Connected home devices allow remote access and control of applications including entertainment, comfort, health monitoring and property monitoring and security. These devices can be controlled through a computer, tablet or smartphone, or through a direct peer-to-peer device such as a voice-enabled remote control, tablet or home control assistant.
For example, in the connected home, entertainment, comfort, health monitoring, property monitoring and security can be accessed and controlled remotely through a tablet, smartphone, or peer-to-peer device such as a voice-enabled remote control or home control assistant. UWB is also enabling contextual awareness through location-based interactions, or presence detection, by leveraging the radar capabilities of UWB technology.
Connectivity and Sensing The proliferation of data-driven, connected devices that sense, process and communicate are driving demand for wireless connectivity solutions that increase throughput, reduce latency, enhance security and maximize efficiency. Use cases in consumer, commercial and industrial IoT applications include connected home, AR/VR, healthcare and factory automation.
The proliferation of data-driven, connected devices that sense, process and communicate are driving demand for Qorvo's wireless connectivity solutions, which increase throughput, reduce latency, enhance security and maximize efficiency. In automotive markets, new use cases including vehicle-to-everything ("V2X") communications, advanced connectivity services and secure car access are supporting the migration to more connected, more intelligent vehicles.
To maximize wafer yields and quality, we test products multiple times, maintain continuous reliability monitoring and conduct numerous quality control inspections throughout the production flow. Our internal manufacturing facilities require a high level of fixed costs, consisting primarily of occupancy costs, maintenance, repair, equipment depreciation and labor costs related to manufacturing and process engineering.
Manufacturing yields can vary significantly between products, based on a number of factors including product complexity, performance requirements and the maturity of our manufacturing processes. To maximize wafer yields and quality, we test products multiple times, maintain continuous reliability monitoring and conduct numerous quality control inspections throughout the production flow.
HPA competes primarily with Analog Devices, Inc.; Infineon Technologies AG; MACOM Technology Solutions Holdings, Inc.; Monolithic Power Systems, Inc.; NXP Semiconductors N.V.; ON Semiconductor Corporation; STMicroelectronics N.V.; Sumitomo Electric Device Innovations; Texas Instruments, Inc.; and Wolfspeed, Inc. CSG competes primarily with Broadcom Inc.; Nordic Semiconductor; NXP Semiconductors N.V.; Qualcomm Technologies, Inc.; Silicon Laboratories Inc.; and Skyworks Solutions, Inc.
HPA competes primarily with Analog Devices, Inc.; MACOM Technology Solutions Holdings, Inc.; Monolithic Power Systems, Inc.; NXP Semiconductors N.V.; Scientific Components Corporation (d/b/a Mini-Circuits); Silergy Corp; and Texas Instruments, Inc.
Our manufacturing strategy includes a balance of internal and external capacity. Our manufacturing sites are geographically distributed and service all three operating segments. We routinely qualify additional manufacturing sites and sources of supply to reduce the risk of supply interruptions or price increases, and we continuously monitor our suppliers’ key performance indicators.
We routinely qualify additional manufacturing sites and sources of supply to reduce the risk of supply interruptions or price increases, and we continuously monitor our suppliers’ key performance indicators. 7 Table of Contents A substantial portion of our revenue comes from multi-chip modules utilizing multiple semiconductor and acoustic material processing technologies.
We regularly monitor voluntary employee turnover, as our success depends upon retaining highly trained personnel with the technical skills necessary to execute our business objectives. Our global attrition rate has consistently been below the technology industry average. Employee Engagement Qorvo is dedicated to fostering a connected and thriving workforce.
Our global attrition rate has consistently been below the technology industry average. Employee Engagement Qorvo is dedicated to fostering a connected and thriving workforce. To assess and improve employee engagement, we conduct a biannual global engagement survey, which is administered by a third party to ensure confidentiality.
Through our Qorvo Cares program, we sponsor a diverse array of employee events to further engage our workforce, facilitating connections and cultivating an enjoyable work environment. Moreover, our community engagement initiatives empower employees to make a tangible difference in their neighborhoods, working alongside their colleagues.
Employee-driven groups, called Qorvo Employee Networks, are open to all of our employees and provide platforms to connect based on shared interests, fostering both professional and personal growth. Through our Qorvo Cares program, we sponsor a diverse array of employee events to further engage our workforce, facilitating connections and cultivating an enjoyable work environment.
Qorvo supports cellular base station OEMs with a broad portfolio of infrastructure solutions to address their most critical requirements for data capacity, throughput and efficiency. Qorvo's cellular infrastructure products include switches, filters, low noise amplifier ("LNA") modules, discrete LNAs, variable gain amplifiers and control circuits.
In cellular base stations, the migration to 5G increases capacity, expands coverage and lowers the cost per bit of data. Qorvo supports cellular base station original equipment manufacturers ("OEMs") with a broad portfolio of infrastructure solutions to address their most critical requirements for data capacity, throughput and efficiency.
A substantial portion of our revenue comes from multi-chip modules utilizing multiple semiconductor and acoustic material processing technologies. These products have varying degrees of complexity and contain semiconductors and other components that are manufactured internally or sourced from outside supply chain partners.
These products have varying degrees of complexity and contain semiconductors and other components that are manufactured internally or sourced from outside supply chain partners. These individual components are combined and assembled into various, miniaturized packages and tested to ensure compliance with customer specifications.
We require that all of our key vendors and suppliers be compliant with applicable standards. 8 Table of Contents Customers We design, develop, manufacture and market our products and solutions for leading U.S. and international OEMs and original design manufacturers ("ODMs").
This accreditation encompasses design, wafer fabrication, post-processing, packaging, assembly, and testing services. Qorvo offers an extensive portfolio of GaN and GaAs foundry processes. 8 Table of Contents Customers We design, develop, manufacture and market our products and solutions for leading U.S. and international OEMs and original design manufacturers ("ODMs").
Additionally, our educational assistance program, which enables employees to pursue their career aspirations, also enhances their professional capabilities and further contributes to our organizational success. We believe our competitive compensation and benefits programs, along with career growth, development and internal mobility opportunities, promote longer employee tenure and reduce turnover.
Complementing these efforts are a variety of talent and leadership development programs tailored to address the needs of employees across all organizational levels. Additionally, our educational assistance program, which enables employees to pursue their career aspirations, also enhances their professional capabilities and further contributes to our organizational success.
In fiscal 2024, we used internal assembly facilities in China, Costa Rica, Germany and the U.S., and we also used external suppliers located in Asia for these and other packaging technologies. Manufacturing yields can vary significantly between products, based on a number of factors, including product complexity, performance requirements and the maturity of our manufacturing processes.
We have our own flip chip, wire bond and wafer-level packaging technologies that we can deploy in internal and external assembly and packaging facilities. In fiscal 2025, we used internal assembly facilities in Costa Rica, Germany and the U.S., and we also used external suppliers for these and other packaging technologies.
By region, approximately 56% of our total employees were in the Americas, 37% in Asia and 7% in Europe. Approximately 62% of our global population was in engineering or technician roles. Upon completion of the transaction to divest our assembly and test operations in China on May 2, 2024, approximately 2,600 of our employees became employees of Luxshare.
By region, approximately 78% of our total employees were in the Americas, 11% were in Asia and 11% were in Europe. Engineering or technician roles comprise approximately 64% of our global workforce.
Advances in mobile devices are transforming how end users around the world access content, interact with communities and transact commerce.
Our portfolio includes highly integrated and functionally dense RF modules, envelope tracking ("ET") RF PMICs, antenna tuners, filters and switches. Our advanced cellular products leverage multiple manufacturing processes and packaging technologies, including highly differentiated Qorvo technologies. Advances in mobile devices are transforming how end users around the world access content, interact with communities and transact commerce.
AS 9100 is the standardized quality management system for the aerospace industry. ISO 14001 is an internationally agreed upon standard for an Environmental Management System ("EMS").
AS 9100 is the standardized quality management system for the aerospace industry. ISO 14001 is an internationally agreed upon standard for an Environmental Management System ("EMS"). We require that all of our key vendors and suppliers be compliant with applicable standards. Qorvo's Richardson, Texas manufacturing facility is a U.S. DoD Category 1A "Trusted Source" foundry.
These challenges, along with increases in functionality and complexity, are driving the need for more advanced system-level engineering. This has led to higher levels of integration within RF solutions to achieve the highest standards of performance, power efficiency and functional density.
These challenges, along with increases in device functionality and complexity, are driving requirements for more advanced and more highly integrated system-level solutions that improve performance, enhance power efficiency and increase functional density. Research and Development We invest in research and development ("R&D") to develop advanced technologies and products to best serve our markets.
Our force-sensing touch sensors enable an enhanced human-machine interface experience in automotive smart interior applications. Our UWB solutions leverage secure ultra-low latency communication and precision location accuracy to enable digital key access and digital key sharing while reducing the risk of "man-in-the-middle," or "relay" attacks possible with legacy technologies.
Our UWB solutions also contribute to vehicle security as we leverage ultra-low latency communication and precision location accuracy to enable and significantly improve the security of digital key access and digital key sharing compared to legacy technologies.
Qorvo’s Wi-Fi portfolio includes power amplifiers ("PAs"), switches, LNAs and Bulk Acoustic Wave ("BAW") filters, as well as solutions including front end modules ("FEMs") and iFEMs featuring integrated filters. Defense and Aerospace In Defense and Aerospace ("D&A"), Qorvo focuses primarily on high-power phased array radar, electronic military applications and communications systems, including both defense and commercial space satellite communications.
High Performance Analog HPA primarily serves the D&A, infrastructure, industrial and enterprise, and consumer markets. In the D&A market, Qorvo focuses primarily on high-power phased array radar for electronic military applications and communications systems for both defense and commercial space satellite communications.
Through these efforts, we are dedicated to nurturing a culture of engagement and collective impact within our organization. Diversity, Equity and Inclusion At Qorvo, we value diversity, equity and inclusion and respect the unique talents, experiences, cultures and ideas of our global team members.
Moreover, our community engagement initiatives empower employees to make a tangible difference in their neighborhoods, working alongside their colleagues. Through these efforts, we are dedicated to nurturing a culture of engagement and collective impact within our organization.
Mobile Devices Qorvo’s largest market is mobile devices, which includes smartphones, wearables, laptops, tablets and other devices and is characterized by complex devices and large unit volumes serving global ecosystems.
Qorvo’s Wi-Fi portfolio includes PAs, switches, LNAs and BAW filters, as well as solutions including FEMs and iFEMs featuring integrated filters. 6 Table of Contents Advanced Cellular Group ACG primarily serves the mobile market, which is characterized by highly complex devices and large unit volumes of smartphones, wearables, laptops, tablets and other devices.
We attempt to match our manufacturing capacity with the varying level of demand we anticipate from our customers to optimize our factory utilization and cost efficiency. We routinely evaluate opportunities to enhance operational efficiencies and reduce capital intensity. In the third quarter of fiscal 2024, we entered into a definitive agreement with Luxshare Precision Industry Co., Ltd.
Our internal manufacturing facilities require a high level of fixed costs, consisting primarily of occupancy costs, maintenance, repair, equipment depreciation and labor costs related to manufacturing and process engineering. We attempt to match our manufacturing capacity with the varying level of demand we anticipate from our customers to optimize our factory utilization and cost efficiency.
Our automotive power portfolio includes SiC power FET products, on-board chargers and DC/DC converters. Our power management portfolio includes single chip integrated high-voltage analog PMICs for motor control and battery management systems. All of our automotive products meet or exceed AEC-Q100 quality and reliability standards, and our customers include market leading Tier-1 suppliers.
Our connectivity and sensor products for automotive applications include Bulk Acoustic Wave ("BAW") filters, LNAs, switches, power amplifiers ("PAs"), front end solutions, force-sensing touch sensors and UWB solutions. All of our automotive products meet or exceed AEC-Q100 quality and reliability standards, and our customers include market leading Tier-1 suppliers.
Our website contains extensive product information and includes an online store where customers can learn about our products, download product catalogs, order products and samples and request evaluation boards.
Our website contains extensive product information where customers can learn about our products, download product information, order products and samples and request evaluation boards. Qorvo also provides its customers with the use of a proprietary simulator (QSPICE ® ) for analog and mixed signal systems, which gives circuit designers the ability to more efficiently model and evaluate their designs.
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ACG is a leading global supplier of cellular RF solutions for smartphones, wearables, laptops, tablets and other devices. In addition to organic growth, our strategy includes the potential acquisition of businesses, assets and technologies that complement our existing capabilities and enable us to drive growth in new or existing markets.
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HPA is a leading global supplier of radio frequency ("RF"), analog mixed signal and power management solutions.
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During fiscal 4 Table of Contents 2024, we acquired Anokiwave, Inc. ("Anokiwave"), a leading supplier of high-performance beamforming and mixed signal integrated circuits ("ICs") enabling intelligent active array antennas for defense and aerospace, satellite communication and 5G applications.
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Within these markets, there are expanding opportunities for HPA's products and technologies driven by global macrotrends including upgrades to legacy radar systems; the shift to new, higher frequency bands; and the trend of “one to many,” which requires a greater number of smaller, more highly integrated and scalable networked platforms to achieve mission success.
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Our portfolio includes highly integrated and functionally dense RF modules, power management integrated circuits ("PMICs"), UWB system-on-a-chip ("SoC") and system-in-package ("SiP") solutions, MEMS-based sensors, antenna tuners, antennaplexers, as well as discrete multiplexers, duplexers, filters and switches. Our products are manufactured using multiple process technologies and combined in various, miniaturized form factors.
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In addition, investment is increasing in low Earth orbit ("LEO") satellite communication ("SATCOM") networks that enable both commercial and military connectivity around the globe. HPA is a leading supplier of RF products and compound semiconductor foundry services to U.S. defense primes and other global D&A customers.
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In addition, mobile device original equipment manufacturers ("OEMs") are leveraging UWB's precision-location accuracy to enhance functionality with applications that can offer secure remote access, indoor navigation and other functionality. They are also seeking to adopt force-sensing touch sensor technology to enhance human-machine interfaces, create new consumer experiences and advance industrial design.
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We supply the top tier companies in LEO SATCOM constellation ecosystems with products for satellites and airborne flat panel array terminals. We also engage directly with U.S. government agencies, including the Department of Defense ("DoD"), to develop next-generation semiconductor and packaging technologies.
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Trends in infrastructure (such as data storage and cloud servers), industrial power, renewable energy systems, electric vehicles ("EVs")/hybrid-EVs, battery-operated portable devices, EV chargers, on-board chargers and e-mobility (e-bikes, robots and scooters) require better power efficiency and are increasing the demand for our power management solutions.
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Our standard product portfolio of industry-leading D&A solutions includes high-power RF amplifiers, low noise amplifiers ("LNAs"), switches, limiters, filters, phase shifters, mixers, multiplexers, attenuators, beamforming integrated circuits ("ICs"), power management ICs ("PMICs") and control ICs and fully integrated RF front end modules ("FEMs").
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Qorvo’s power management solutions include programmable PMICs and single-chip integrated power application controllers (PACs ® ) for motor control and battery management systems. Our reconfigurable core portfolio of programmable PMICs provides customers with digital and analog power control across a broad range of applications.
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We provide unique solutions for power management, motor control and battery management systems across a broad set of applications, including factory motor drives and controls, large power tools, factory transport systems, robotics, industrial drones, pumps and fans. We also provide solutions to meet artificial intelligence ("AI")-driven demand for highly efficient data center solid-state drive power.
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They reduce solution size, improve battery life, lower cost, improve system reliability and shorten our customers’ product development time. Our power management products manage voltages from 1.8V to 600V and power levels up to 4,000 watts. Qorvo’s silicon carbide ("SiC") power devices provide state-of-the-art efficiency in a range of power conversion applications.
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The requirement for enhanced power efficiency in all electronics, furthered by the need to extend battery life in the growing number of battery-powered devices, is driving greater demand for advanced power management, motor control and battery management system solutions. 5 Table of Contents In consumer and mobile markets, HPA’s configurable power management IP enables rapid product development across multiple generations of products.
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Our SiC portfolio includes Schottky diodes and transistors ranging in voltage from 650V to 1700V. Power levels vary from 650 watts to hundreds of kilowatts, and markets include automotive, industrial, IT infrastructure and renewable energy.
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We provide PMICs for consumer applications including wearables, chargers, portable video processing devices and solid-state drives for client computing applications. We also provide motor control and drive products and battery management system solutions to industry-leading providers of appliances and electric power and garden tools.
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Qorvo’s connectivity solutions include multi-protocol (Bluetooth Low Energy, Zigbee, Matter and Thread) SoC solutions, UWB SoCs and UWB SiP solutions that combine our SoC with RF front end, firmware and application software. Qorvo’s multi-protocol SoCs enable multiple radios to connect concurrently.
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Our products reduce solution size, improve battery life, lower cost, improve system reliability and shorten customers’ product development time. Connectivity and Sensor Group CSG serves the automotive, consumer, industrial and enterprise and mobile markets.
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Within these markets, the adoption of phased array radar, the introduction of new frequency bands and the shift to higher frequencies expand the opportunity for our products and technologies across a broad frequency spectrum. We are a leading supplier of RF products and compound semiconductor foundry services to defense primes and other global defense and aerospace customers.
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This is increasing the content opportunity across multiple connectivity and sensing technologies, including cellular, V2X, Wi-Fi, satellite radio, MEMS-based force-sensing and UWB. V2X assists autonomous driving and our UWB solutions enable Child Presence Detection systems, which detect and alert if a child or pet is accidentally left behind in a vehicle.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Summary The following is a summary of the principal risks that could adversely affect our business, financial condition or results of operations. • Our operating results fluctuate and are substantially dependent on developing new products and achieving design wins as our customers' requirements can change rapidly and product life cycles can be short. • We depend on several large customers for a substantial portion of our revenue and the loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations. • We face risks of a loss of revenue if contracts with the United States government or defense and aerospace contractors are canceled or delayed or if defense spending is reduced. • We depend heavily on third parties. • We face risks related to sales through distributors. • We face risks associated with the operation of our manufacturing facilities, and if we experience poor manufacturing yields, our operating results may suffer. • We are subject to inventory risks and costs because we purchase materials and build our products based on forecasts provided by customers before receiving purchase orders for the products. • We sell certain of our products based on reference designs of chipset suppliers, and our inability to effectively manage or maintain relationships with these companies may have an adverse effect on our business. • Overcapacity could cause us to underutilize our manufacturing facilities and have a material adverse effect on our financial performance. • We are subject to risks from international sales and operations. 13 Table of Contents • We may not be able to generate sufficient cash to service all of our debt or to fund capital expenditures and may be forced to take other actions to satisfy our debt obligations and financing requirements, which may not be successful or on terms favorable to us. • Our acquisitions and other strategic investments could fail to achieve our financial or strategic objectives, disrupt our ongoing business and adversely impact our results of operations. • We must attract, retain, and motivate key employees in order to compete, and our failure to do so could harm our business and our results of operations. • We rely on our IP portfolio and may not be able to successfully protect against the use of our IP by third parties, and we may be subject to claims of infringement of third-party IP rights. • Security breaches and other disruptions to our IT systems, or other misappropriation of proprietary information, could expose us to liability or disrupt our ability to operate critical business functions, which would cause our business and reputation to suffer.
Biggest changeRisk Factors Summary The following is a summary of the principal risks that could adversely affect our business, financial condition or results of operations. • Our operating results fluctuate and are substantially dependent on developing new products and achieving design wins as our customers' requirements can change rapidly and product life cycles can be short. • We depend on several large customers for a substantial portion of our revenue and the loss of a large customer or loss of share at one or more of these customers could have a material adverse effect on our business, financial condition and results of operations. • We face risks of a loss of revenue if contracts with the U.S. government or D&A contractors are canceled or delayed or if defense spending is reduced. • We depend heavily on third parties. • We face risks related to sales through distributors. • We face risks associated with the operation of our manufacturing facilities, and if we experience poor manufacturing yields, our operating results may suffer. • We are subject to inventory risks and costs because we purchase materials and build our products based on forecasts provided by customers before receiving purchase orders for the products. • We sell certain of our products based on reference designs of chipset suppliers, and our inability to effectively manage or maintain relationships with these companies may have an adverse effect on our business. • Fluctuating demand could cause us to underutilize our manufacturing facilities and have a material adverse effect on our financial performance. • Our acquisitions and other strategic investments could fail to achieve our financial or strategic objectives, disrupt our ongoing business and adversely impact our results of operations. • We may be unable to effectively execute on restructuring initiatives, which could result in total costs that are greater than expected and cause us not to achieve the expected long-term operational benefits. 13 Table of Contents • We must attract, retain, and motivate key employees in order to compete, and our failure to do so could harm our business and our results of operations. • Changes in the favorable tax status of our subsidiaries in Costa Rica and Singapore would have an adverse impact on our operating results. • We are subject to risks from international sales and operations. • Changes in government trade policies, including the imposition of tariffs and export restrictions, have limited and could continue to limit our ability to sell or provide our products to certain customers. • We may not be able to generate sufficient cash to service all of our debt or to fund capital expenditures and may be forced to take other actions to satisfy our debt obligations and financing requirements, which may not be successful or on terms favorable to us. • We rely on our IP portfolio and may not be able to successfully protect against the use of our IP by third parties, and we may be subject to claims of infringement of third-party IP rights. • Security breaches and other disruptions to our IT systems, or other misappropriation of proprietary information, could expose us to liability or disrupt our ability to operate critical business functions, which would cause our business and reputation to suffer.
Global climate change could result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms and flooding. We carry commercial property damage and business interruption insurance against various risks, with limits we deem adequate, for reimbursement for damage to our fixed assets and resulting disruption of our operations.
Global climate change could result in certain natural disasters, such as drought, wildfires, storms and flooding, occurring more frequently or with greater intensity. We carry commercial property damage and business interruption insurance against various risks, with limits we deem adequate, for reimbursement for damage to our fixed assets and resulting disruption of our operations.
In response to these factors, the Chinese government has, from time to time, adopted measures to regulate growth and to contain inflation, including currency controls and measures designed to restrict credit, control prices or set currency exchange rates.
In response to these factors, the Chinese government has, from time to time, adopted measures to regulate growth and contain inflation, including currency controls and measures designed to restrict credit, control prices or set currency exchange rates.
Our future operating results will depend on many factors, including the following: • business and macroeconomic changes, including trade restrictions, foreign governments subsidizing local suppliers, recession or slowing growth in the semiconductor industry and the overall global economy; • political and/or civil unrest, acts of war or other military actions, including any resulting sanctions or other restrictive actions; • inflationary pressures, which vary across jurisdictions in which we do business, resulting in increased costs or reduced demand for our products due to increased prices of those products; • changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, unemployment levels, energy or other commodity prices as well as changes in existing and expected rates of inflation; • fluctuations in demand for our customers’ products; • our ability to forecast our customers’ demand for our products accurately; • the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our products and otherwise deliver on their commitments to us in a timely and cost-effective manner; • our customers’ and distributors’ ability to manage the inventory that they hold and to forecast accurately their demand for our products; • delays in the widespread deployment and commercialization of new technologies; • our ability to achieve cost savings and improve yields and margins on our new and existing products; 14 Table of Contents • our ability to successfully integrate into our business, and realize the expected benefits of, our acquisitions and strategic investments; • our ability to disaggregate and divest elements of our business and realize the expected benefits of doing so; and • our ability to align production capacity to customer demand, which may lead to underutilization of our capacity in periods of lower demand or the lack of capacity in periods of excess demand.
Our future operating results will depend on many factors, including the following: • business and macroeconomic changes, including trade restrictions and tariffs, foreign governments subsidizing local suppliers, recession or slowing growth in the semiconductor industry and the overall global economy; • political and/or civil unrest, acts of war or other military actions, including any resulting sanctions or other restrictive actions; • inflationary pressures, which vary across jurisdictions in which we do business, resulting in increased costs or reduced demand for our products due to increased prices of those products; • changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, unemployment levels, energy or other commodity prices as well as changes in existing and expected rates of inflation; • fluctuations in demand for our customers’ products; • our ability to forecast our customers’ demand for our products accurately; • the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our products and otherwise deliver on their commitments to us in a timely and cost-effective manner; 14 Table of Contents • our customers’ and distributors’ ability to manage the inventory that they hold and to accurately forecast their demand for our products; • delays in the widespread deployment and commercialization of new technologies; • our ability to achieve cost savings and improve yields and margins on our new and existing products; • our ability to successfully integrate into our business, and realize the expected benefits of, our acquisitions and strategic investments; • our ability to disaggregate and divest elements of our business and realize the expected benefits of doing so; and • our ability to align production capacity to customer demand, which may lead to underutilization of our capacity in periods of lower demand or the lack of capacity in periods of excess demand.
Legislative changes, interpretations and guidance, and changes in prior tax rulings and decisions by tax authorities regarding treatments and positions of corporate income taxes resulting from these initiatives, could increase complexity and tax uncertainty, increase our effective tax rate and result in taxes we previously paid being subject to change, which may adversely impact our financial position and results of operations.
Future legislative changes, interpretations and guidance, and changes in prior tax rulings and decisions by tax authorities regarding treatments and positions of corporate income taxes resulting from these initiatives, could increase complexity and tax uncertainty, increase our effective tax rate and result in taxes we previously paid being subject to change, which may adversely impact our financial position and results of operations.
In addition, new restrictions on emissions of carbon dioxide or other greenhouse gases could result in increased costs for us and our suppliers. Finally, there is increasing legislation globally which will require us to align programs to the expectations of investors, customers or other stakeholders and disclose an increasing amount of information and data to illustrate our position and progress.
In addition, new restrictions on emissions of carbon dioxide or other greenhouse gases could result in increased costs for us and our suppliers. Finally, there is legislation globally which could require us to align programs to the expectations of investors, customers or other stakeholders and disclose an increasing amount of information and data to illustrate our position and progress.
Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Privacy We rely on our intellectual property portfolio and may not be able to successfully protect against the use of our intellectual property by third parties. We rely on a combination of patents, trademarks, trade secret laws, confidentiality procedures and licensing arrangements to protect our IP rights.
Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Privacy We rely on our intellectual property portfolio and may not be able to successfully protect against the use of our intellectual property by third parties. We rely on a combination of patents, copyrights, trademarks, trade secret laws, confidentiality procedures and licensing arrangements to protect our IP rights.
We do not have employment agreements with the vast majority of our employees. We must also continue to attract qualified personnel. The competition for qualified personnel is intense, and the number of people with experience, particularly in RF engineering, software engineering, integrated circuit and filter design, and technical marketing and support, is limited.
We do not have employment agreements with the vast majority of our employees. We must also continue to attract qualified personnel. The competition for qualified personnel is intense, and the number of people with experience, particularly in design engineering, software engineering, integrated circuit and filter design, and technical marketing and support, is limited.
As a result, we are subject to regulatory, geopolitical and other risks associated with doing business outside the U.S., including: • global and local economic, social and political conditions and uncertainty; • currency controls and currency exchange rate fluctuations; • inflation, as well as changes in existing and expected rates of inflation, which vary across the jurisdictions in which we do business; 24 Table of Contents • formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs and other related restrictions; • labor market conditions and workers’ rights affecting our manufacturing operations or those of our customers or suppliers; • disruptions in capital and securities and commodities trading markets; • occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, or global hostilities such as the war in Ukraine and the ongoing conflict in the Middle East, may disrupt manufacturing, assembly, logistics, security and communications and result in reduced demand for our products; • compliance with laws and regulations that differ among jurisdictions, including those covering taxes, IP ownership and infringement, imports and exports, anti-corruption and anti-bribery, antitrust and competition, cybersecurity, data privacy, and social, environment, health, and safety; • markets for 5G infrastructure not developing in the manner or in the time periods we anticipate, including as a result of unfavorable developments with evolving laws and regulations worldwide; and • pandemics and similar major health concerns, which could adversely affect our business and our customer order patterns.
As a result, we are subject to regulatory, geopolitical and other risks associated with doing business outside the U.S., including: • global and local economic, social and political conditions and uncertainty; • currency controls and currency exchange rate fluctuations; • inflation, as well as changes in existing and expected rates of inflation, which vary across the jurisdictions in which we do business; • formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs and other related restrictions; • labor market conditions and workers’ rights affecting our manufacturing operations or those of our customers or suppliers; • disruptions in capital and securities and commodities trading markets; • occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, or global hostilities such as the war in Ukraine and the ongoing conflict in the Middle 25 Table of Contents East, may disrupt manufacturing, assembly, logistics, security and communications and result in reduced demand for our products; • compliance with laws and regulations that differ among jurisdictions, including those covering taxes, IP ownership and infringement, imports and exports, anti-corruption and anti-bribery, antitrust and competition, cybersecurity, data privacy, and social, environment, health, and safety; • markets for 5G or future technology infrastructure not developing in the manner or in the time periods we anticipate, including as a result of unfavorable developments with evolving laws and regulations worldwide; and • pandemics and similar major health concerns, which could adversely affect our business and our customer order patterns.
We cannot be certain that patents will be issued from any of our pending applications or that patents will be issued in all countries where our products can be sold. Further, we cannot be certain that any claims allowed from pending applications will be of sufficient scope or strength to provide meaningful protection against our competitors.
We cannot be certain that patents will be issued from any of our pending applications or that patents will be issued in all countries where our products can be sold. Further, we cannot be certain that any claims of patents issued from pending applications will be of sufficient scope or strength to provide meaningful protection against our competitors.
The credit agreement governing our revolving facility and the indentures governing our senior notes contain a number of significant restrictions and covenants that limit our ability to: • incur additional debt; 26 Table of Contents • pay dividends, make other distributions or repurchase or redeem our capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell, transfer or otherwise dispose of assets; • incur or permit to exist certain liens; • enter into certain types of transactions with affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, amalgamate, merge or sell all or substantially all of our assets.
The credit agreement governing our revolving facility and the indentures governing our senior notes contain a number of significant restrictions and covenants that limit our ability to: • incur additional debt; • pay dividends, make other distributions or repurchase or redeem our capital stock; • prepay, redeem or repurchase certain debt; 27 Table of Contents • make loans and investments; • sell, transfer or otherwise dispose of assets; • incur or permit to exist certain liens; • enter into certain types of transactions with affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, amalgamate, merge or sell all or substantially all of our assets.
Our acquisitions, divestitures and other strategic investments could fail to achieve our financial or strategic objectives, disrupt our ongoing business and adversely impact our results of operations. As part of our business strategy, we expect to continue to review potential acquisitions, divestitures and strategic investments.
Our acquisitions and other strategic investments could fail to achieve our financial or strategic objectives, disrupt our ongoing business and adversely impact our results of operations. As part of our business strategy, we expect to continue to review potential acquisitions and strategic investments.
The loss of a large customer, failure to add new customers to replace lost revenue, a shift in consumer demand to refurbished or secondhand devices, or a decline in consumers' rates of replacement of smartphones or other devices, could have a material adverse effect on our business, financial condition and results of operations.
The loss of a large customer or loss of share at a large customer, failure to add new customers to replace lost revenue, a shift in consumer demand to refurbished or secondhand devices, or a decline in consumers' rates of replacement of smartphones or other devices, could have a material adverse effect on our business, financial condition and results of operations.
The U.S. government has in the past imposed export restrictions that effectively banned American companies from exporting, reexporting, and transferring products to certain of our customers, and imposed significant restrictions on the ability to obtain export licenses for our products. Such restrictions could have a continuing negative impact on our future revenue and results of operations.
The U.S. government has imposed export restrictions that effectively banned American companies from exporting, reexporting, and transferring products to certain of our customers, and imposed significant restrictions on the ability to obtain export licenses for our products. Such restrictions could have a continuing negative impact on our future revenue and results of operations.
Costs of product defects and deviations from required specifications can include the following: • writing off inventory; 18 Table of Contents • scrapping products that cannot be reworked; • accepting returns of products that have been shipped; • providing product replacements at no charge; • reimbursement of direct and indirect costs incurred by our customers in recalling or reworking their products due to defects in our products; • travel and personnel costs to investigate potential product quality issues and to identify or confirm the failure mechanism or root cause of product defects; and • defending against litigation.
Costs of product defects and deviations from required specifications can include the following: • writing off inventory; • scrapping products that cannot be reworked; • accepting returns of products that have been shipped; • providing product replacements at no charge; • reimbursement of direct and indirect costs incurred by our customers in recalling or reworking their products due to defects in our products; • travel and personnel costs to investigate potential product quality issues and to identify or confirm the failure mechanism or root cause of product defects; and • defending against litigation.
Our failure to comply with any of these existing or future laws or regulations could result in: • regulatory penalties and fines; • legal liabilities, including financial responsibility for remedial measures if our properties are contaminated; • expenses to secure required permits and governmental approvals; • reputational damage; • suspension or curtailment of our manufacturing, assembly and test processes; and • increased costs to acquire pollution abatement or remediation equipment or to modify our equipment, facilities or manufacturing processes to bring them into compliance with applicable laws and regulations.
Our failure to comply with any of these existing or future laws or regulations could result in: • regulatory penalties and fines; • legal liabilities, including financial responsibility for remedial measures if our properties are contaminated; • expenses to secure required permits and governmental approvals; 24 Table of Contents • reputational damage; • suspension or curtailment of our manufacturing, assembly and test processes; and • increased costs to acquire pollution abatement or remediation equipment or to modify our equipment, facilities or manufacturing processes to bring them into compliance with applicable laws and regulations.
A number of factors related to our facilities will affect our business and financial results, including the following: • our ability to adjust production capacity in a timely fashion, including the migration of production amongst our various factories, in response to changes in demand for our products; • the significant fixed costs of operating the facilities; • factory utilization rates; • our ability to qualify our facilities for new products and new technologies in a timely manner; • the availability of raw materials, the impact of the volatility of commodity pricing and tariffs imposed on raw materials, including substrates, gold, platinum and high-purity source materials such as gallium, aluminum, arsenic, indium, silicon, phosphorous and palladium; • our manufacturing cycle times; • our manufacturing yields; • the political, regulatory and economic risks associated with our international manufacturing operations; • potential violations by our employees or third-party agents of international or U.S. laws relevant to foreign operations; • our ability to hire, train and manage qualified production personnel; • our compliance with applicable environmental and other laws and regulations, as well as our ability to satisfy our customers' environmental initiatives for their supply chains; and • our ability to avoid prolonged periods of down-time in our facilities for any reason. 17 Table of Contents Business disruptions could harm our business, lead to a decline in revenue and increase our costs.
A number of factors related to our facilities will affect our business and financial results, including the following: • our ability to adjust production capacity in a timely fashion, including the migration of production amongst our various factories, in response to changes in demand for our products; • the significant fixed costs of operating the facilities; • factory utilization rates; • our ability to qualify our facilities for new products and new technologies in a timely manner; • the availability of raw materials, the impact of the volatility of commodity pricing and tariffs imposed on raw materials, including substrates, gold, platinum and high-purity source materials such as gallium, aluminum, arsenic, indium, silicon, phosphorous and palladium; • our manufacturing cycle times; • our manufacturing yields; • the political, regulatory and economic risks associated with our international manufacturing operations; 17 Table of Contents • potential violations by our employees or third-party agents of international or U.S. laws relevant to foreign operations; • our ability to hire, train and manage qualified production personnel; • our compliance with applicable environmental and other laws and regulations, as well as our ability to satisfy our customers' environmental initiatives for their supply chains; and • our ability to avoid prolonged periods of down-time in our facilities for any reason.
To the extent management's estimates of anticipated future demand or production capacity are incorrect, our manufacturing facilities may be underutilized which could have a material adverse effect on our financial performance. 20 Table of Contents Unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates may adversely affect our financial condition, liquidity and results of operations.
To the extent management's estimates of anticipated future demand or production capacity are incorrect, our manufacturing facilities may be underutilized, which could have a material adverse effect on our financial performance. Unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates may adversely affect our financial condition, liquidity and results of operations.
The number of usable products that result from our production process can fluctuate as a result of many factors, including: • design errors; • defects in photomasks (which are used to print circuits on a wafer); • minute impurities and variations in materials used; • contamination of the manufacturing environment; • equipment failure or variations in manufacturing processes; • losses arising from human error; and • defects in substrates and packaging.
The number of usable products that result from our production process can fluctuate as a result of many factors, including: • design errors; • defects in photomasks (which are used to print circuits on a wafer); • minute impurities and variations in materials used; • contamination of the manufacturing environment; • equipment failure or variations in manufacturing processes; 18 Table of Contents • losses arising from human error; and • defects in substrates and packaging.
Our effective tax rate is subject to fluctuations and impacted by a number of factors, including the following: • changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates; • changes in our operating structure, strategy and investment decisions; • the resolution of issues arising from tax audits with various tax authorities, including those described in Note 14 of the Notes to Consolidated Financial Statements; • changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities; 22 Table of Contents • adjustments to income taxes upon finalization of various tax returns; • changes in expenses not deductible for tax purposes; • changes in available tax credits; and • changes in tax laws, domestic and foreign, or the interpretation of such tax laws and changes in generally accepted accounting principles.
Our effective tax rate is subject to fluctuations and impacted by a number of factors, including the following: • changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates; • changes in our operating structure, strategy and investment decisions; • the resolution of issues arising from tax audits with various tax authorities, including those described in Note 13 of the Notes to Consolidated Financial Statements; • changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities; • adjustments to income taxes upon finalization of various tax returns; • changes in expenses not deductible for tax purposes; • changes in available tax credits; and • changes in tax laws, domestic and foreign, or the interpretation of such tax laws and changes in generally accepted accounting principles.
In addition, other countries in which we operate are beginning to implement legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting recommendations and action plan, which aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, nexus-based tax incentive practices, allocating greater taxing rights to countries where customers are located and establishing a minimum tax of 15% on global income.
In addition, other countries in which we operate have implemented legislation and other guidance to align their international tax rules with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting recommendations and action plan, which aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, nexus-based tax incentive practices, allocating greater taxing rights to countries where customers are located and establishing a minimum tax of 15% on global income.
Some of the factors that could cause fluctuations in the stock price or trading volume of our common stock include: • general market and economic and political conditions, including market conditions in the semiconductor industry; • actual or expected variations in quarterly operating results; • pandemics, such as the COVID-19 pandemic and similar major health concerns; • differences between actual operating results and those expected by management, investors and analysts; • changes in recommendations by securities analysts, social media or press; • operations and stock performance of competitors and major customers; • accounting charges, including charges relating to the impairment of goodwill and restructuring; • significant acquisitions, strategic alliances, capital commitments, or new products announced by us or by our competitors; • differences, whether actual or perceived, between our corporate social responsibility and ESG practices and disclosure and investor expectations; • sales of our common stock, including sales by our directors and officers or significant investors; • repurchases of our common stock; • recruitment or departure of key personnel; and • loss of key customers.
Some of the factors that could cause fluctuations in the stock price or trading volume of our common stock include: • general market and economic and political conditions, including market conditions in the semiconductor industry; • actual or expected variations in quarterly operating results; • pandemics, such as the COVID-19 pandemic and similar major health concerns; • differences between actual operating results and those expected by management, investors and analysts; • changes in recommendations by securities analysts, social media or press; • operations and stock performance of competitors and major customers; • accounting charges, including charges relating to the impairment of goodwill or intangible assets and restructuring; • significant acquisitions, strategic alliances, capital commitments, or new products announced by us or by our competitors; • differences, whether actual or perceived, between our corporate social responsibility practices and disclosure and investor expectations; • sales of our common stock, including sales by our directors and officers or significant investors; • repurchases of our common stock; 31 Table of Contents • recruitment or departure of key personnel; and • loss of key customers.
Fluctuations in the growth rate of industry capacity relative to the growth rate in demand for our products also can lead to overcapacity and contribute to cyclicality in the semiconductor market. Capacity expansion projects have long lead times and require capital commitments based on forecasted product trends and demand well in advance of production orders from customers.
Fluctuations in the growth rate of industry capacity relative to the growth rate in demand for our products also can lead to overcapacity and contribute to cyclicality in the semiconductor market. 20 Table of Contents Capacity expansion projects have long lead times and require capital commitments based on forecasted product trends and demand well in advance of production orders from customers.
In addition, if a supplier experiences financial difficulties or goes into bankruptcy, it could be difficult or impossible, or may require substantial time and expense, for us to recover any or all of our fees and deposits made as part of any supply agreement.
In addition, if a supplier experiences financial difficulties or goes into bankruptcy, it could be difficult or impossible, or may 16 Table of Contents require substantial time and expense, for us to recover any or all of our fees and deposits made as part of any supply agreement.
These provisions include: • granting to the board of directors' sole power to set the number of directors and fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; • the ability of the board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors; • the inability of stockholders to call special meetings of stockholders; • establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and 29 Table of Contents • the inability of stockholders to act by written consent.
These provisions include: • granting to the board of directors' sole power to set the number of directors and fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise; • the ability of the board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors; • establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and • the inability of stockholders to act by written consent.
In connection with this transaction, which was completed on May 2, 2024, Luxshare is providing assembly and test services to us under a long-term supply agreement.
In connection with this transaction, which was completed on May 2, 2024, Luxshare is providing assembly and test services to us under a supply agreement.
Future circumstances may warrant us to enter into similar agreements, and to the extent management's estimates of anticipated future demand are incorrect, we may incur charges which would have a negative impact on our gross margin and other operating results.
Future circumstances may warrant us to enter into similar agreements, and to the extent management's estimates of anticipated future 19 Table of Contents demand are incorrect, we may incur charges which would have a negative impact on our gross margin and other operating results.
Even when a design win is achieved, our success is not assured. Design wins may require significant expenditures by us before realizing revenue six to nine months or more later. Many customers seek a second source for all major components in their devices, which can significantly reduce the revenue obtained from a design win.
Even when a design win is achieved, our success is not assured. Design wins may require significant expenditures by us before realizing revenue six to nine months or more later. Many customers 15 Table of Contents seek a second source for all major components in their devices, which can significantly reduce the revenue obtained from a design win.
Historically, worldwide semiconductor industry sales have tracked the impacts of financial crises, subsequent recoveries and persistent economic uncertainty. Global economic slowdowns could potentially result in certain economies dipping into economic recessions, including the United States. If demand for our products fluctuates as a result of economic conditions or for other reasons, our revenue and profitability could be impacted.
Historically, worldwide semiconductor industry sales have tracked the impacts of financial crises, subsequent recoveries and persistent economic uncertainty. Global economic slowdowns could potentially result in certain economies dipping into economic recessions, including the U.S. If demand for our products fluctuates as a result of economic conditions or for other reasons, our revenue and profitability could be impacted.
Furthermore, the costs related to cyber-attacks or other security threats or computer systems disruptions typically would not be fully insured or indemnified by others. Our efforts to comply with evolving laws and regulations related to cybersecurity incidents may be costly, and any failure to comply could result in investigations, proceedings, lawsuits and reputational damage.
Furthermore, the costs related to cyber-attacks or other security threats or computer systems disruptions typically would not be fully insured or indemnified by others. Our efforts to comply with evolving laws and regulations related to cybersecurity incidents may be costly, and any failure to comply could result in investigations, 29 Table of Contents proceedings, lawsuits and reputational damage.
Our involvement in IP litigation could divert the attention of our management and technical personnel and have a material, adverse effect on our business. 27 Table of Contents We may be subject to claims of infringement of third-party intellectual property rights.
Our involvement in IP litigation could divert the attention of our management and technical personnel and have a material, adverse effect on our business. We may be subject to claims of infringement of third-party intellectual property rights.
Chipset suppliers historically looked to us and our competitors to provide RF products to their customers as part of the overall system design, and we competed with other RF companies to have our products included in the chipset supplier's system reference design.
Chipset suppliers historically relied on us and our competitors to provide RF products to their customers as part of the overall system design, and we competed with other RF companies to have our products included in the chipset supplier's system reference design.
Changes in the favorable tax status of our subsidiaries in Costa Rica and Singapore would have an adverse impact on our operating results. Our subsidiaries in Costa Rica and Singapore have been granted tax holidays that minimize our tax expense and are expected to be effective through December 2027 and December 2031, respectively.
Changes in the favorable tax status of our subsidiaries in Costa Rica and Singapore would have an adverse impact on our operating results. Our subsidiaries in Costa Rica and Singapore have been granted tax holidays that minimize our tax expense and are expected to be effective through December 2027 and December 2031, respectively, subject to meeting various conditions.
In 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act, which included a number of changes to U.S. tax laws that impacted us, including the one-time transition tax on certain unrepatriated earnings of foreign subsidiaries (the "Transitional Repatriation Tax") and the Global Intangible Low-Taxed Income ("GILTI") provisions, for which a 50% deduction is currently permitted subject to certain limitations.
In 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"), which included a number of changes to U.S. tax 23 Table of Contents laws that impacted us, including the one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and the Global Intangible Low-Taxed Income ("GILTI") provisions, for which a 50% deduction is currently permitted subject to certain limitations.
Reductions in defense and aerospace funding or the loss of a significant defense and aerospace program or contract would have a material adverse effect on our operating results. We depend heavily on third parties. We purchase numerous component parts, substrates and silicon-based products from external suppliers.
Reductions in D&A funding or the loss of a significant D&A program or contract could have a material adverse effect on our operating results. We depend heavily on third parties. We purchase numerous component parts, substrates and silicon-based products from external suppliers.
Acquisitions, divestitures and strategic investments also entail numerous other risks that could adversely affect our business, results of operations and financial condition, including: • failure to complete a transaction in a timely manner, if at all, due to our inability to obtain required government or other approvals, IP disputes or other litigation, difficulty in obtaining financing on terms acceptable to us, or other unforeseen factors; • controls, processes and procedures of an acquired business may not adequately ensure compliance with laws and regulations, and we may fail to identify compliance issues or liabilities; • unanticipated costs, capital expenditures or working capital requirements; • transaction-related charges and amortization of acquired technology and other intangibles; • the potential loss of key employees from a company we acquire or in which we invest; • diversion of management’s attention from our business; • disruption of our ongoing operations; • dis-synergies or other harm to existing business relationships with suppliers and customers; • losses or impairment of investments from unsuccessful research and development by companies in which we invest; • impairment of acquired intangible assets, goodwill or other assets as a result of changing business conditions or technological advancements; • failure to successfully integrate or divest businesses, operations, products, technologies and personnel; • slower than expected market adoption or attach rates for any of our new technologies; and • unrealized expected synergies.
Acquisitions and strategic investments also entail numerous other risks that could adversely affect our business, results of operations and financial condition, including: • failure to complete a transaction in a timely manner, if at all, due to our inability to obtain required government or other approvals, IP disputes or other litigation, difficulty in obtaining financing on terms acceptable to us, or other unforeseen factors; • controls, processes and procedures of an acquired business may not adequately ensure compliance with laws and regulations, and we may fail to identify compliance issues or liabilities; • unanticipated costs, capital expenditures or working capital requirements; • transaction-related charges and amortization of acquired technology and other intangibles; • the potential loss of key employees from a company we acquire or in which we invest; • diversion of management’s attention from our business; • disruption of our ongoing operations; • dis-synergies or other harm to existing business relationships with suppliers and customers; • losses or impairment of investments from unsuccessful R&D by companies in which we invest; 21 Table of Contents • impairment of acquired intangible assets, goodwill or other assets as a result of changing business conditions or technological advancements; • slower than expected market adoption or attach rates for any of our new technologies; and • unrealized expected synergies, resulting in a failure to achieve the economic benefits of a transaction.
The use of AI and machine learning applications by our employees may also increase the risk of unintended or inadvertent transmission of proprietary or sensitive information. We may need to engage in legal actions to enforce or defend our IP rights. Generally, IP litigation is both expensive and unpredictable.
The use of AI and machine learning applications by our employees may also increase the risk of unintended or inadvertent transmission of proprietary or sensitive information. We are currently engaged in legal actions to enforce or defend our IP rights and may engage in future actions as the need arises. Generally, IP litigation is both expensive and unpredictable.
An unsuccessful result in any such litigation could have adverse effects on our business, which may include injunctions, exclusion orders and royalty payments to third parties.
An unsuccessful result in any such litigation could have 28 Table of Contents adverse effects on our business, which may include injunctions, exclusion orders and royalty payments to third parties.
Labor is further subject to external factors that are beyond our control, including our industry's highly competitive market for skilled workers and leaders, cost inflation and workforce participation rates. Our future operating results and success depend on keeping key technical personnel and management and expanding our sales and marketing, R&D and administrative support.
Labor is further subject to external factors that are beyond our control, including our industry's highly competitive market for skilled workers and leaders, cost inflation and workforce participation rates. Our future operating results and success depend on retaining and recruiting key R&D and technical personnel, as well as sales and marketing and administrative support.
These costs could be significant and could reduce our gross margins. Our reputation with customers also could be damaged as a result of product defects and quality issues, and product demand could be reduced, which could harm our business and financial results.
These costs could be significant and could impact our results of operations. Our reputation with customers also could be damaged as a result of product defects and quality issues, and product demand could be reduced, which could harm our business and financial results.
We cannot assure that the price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that are unrelated to our performance.
We cannot assure that the price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock market in general can experience considerable price and volume fluctuations that are unrelated to our performance. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
If we do not adapt our strategy or execution quickly enough to meet the evolving expectations of our investors, customers, and regulators, or if our ESG data input, processing and reporting are incomplete or inaccurate, our business, financial condition, results of operations, brand and reputation could be adversely affected.
If we do not adapt our strategy or execution quickly enough to meet the evolving expectations of our investors, customers and regulators, or if our environmental or social metrics are incomplete or inaccurate, our business, financial condition, results of operations, brand and reputation could be adversely affected.
Sales to customers located outside the U.S. accounted for approximately 42% of our revenue in fiscal 2024, of which approximately 19% was attributable to sales to customers located in China. We expect revenue from international sales to China and other markets will continue to be a significant part of our total revenue.
Sales to customers located outside the U.S. accounted for approximately 40% of our revenue in fiscal 2025, of which approximately 17% was attributable to sales to customers located in China. We expect revenue from international sales will continue to be a significant part of our total revenue.
We depend on these distributors to help us create end customer demand, provide technical support and other value-added services to customers, fill customer orders and stock our products.
We sell a significant portion of our products through third-party distributors. We depend on these distributors to help us create end customer demand, provide technical support and other value-added services to customers, fill customer orders and stock our products.
These provisions may prevent our stockholders from receiving the benefit of any premium to the market price of our common stock offered by a bidder in a takeover context and may also make it more difficult for a third party to replace directors on our board of directors.
These provisions could also discourage potential acquisition proposals and delay or prevent a change in control. 30 Table of Contents These provisions may prevent our stockholders from receiving the benefit of any premium to the market price of our common stock offered by a bidder in a takeover context and may also make it more difficult for a third party to replace directors on our board of directors.
We face risks of a loss of revenue if contracts with the United States government or defense and aerospace contractors are canceled or delayed or if defense spending is reduced. We receive a portion of our revenue from the United States government and from prime contractors on United States government-sponsored programs, principally for defense and aerospace applications.
We face risks of a loss of revenue if contracts with the U.S. government or D&A contractors are canceled or delayed or if defense spending is reduced. We receive a portion of our revenue from the U.S. government and from prime contractors on U.S. government-sponsored programs, principally for D&A applications. These programs are subject to delays or cancellation.
Any significant increase in our future effective tax rates could reduce net income and cash flow for future periods. The enactment of international or domestic tax legislation, or changes in regulatory guidance, may adversely impact our results of operations and cash flow.
Any significant increase in our future effective tax rates could reduce net income and cash flow for future periods. The enactment of international or domestic tax legislation, or changes in regulatory guidance, may adversely impact our results of operations and cash flow. We are subject to taxation in the U.S. and numerous foreign jurisdictions worldwide.
This deduction changes to 37.5% for tax years beginning after January 1, 2026. In August 2022, the U.S. enacted the Inflation Reduction Act ("IRA"), establishing a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion.
In August 2022, the U.S. enacted the Inflation Reduction Act ("IRA"), establishing a new book minimum tax of 15% on consolidated adjusted GAAP pre-tax earnings for corporations with average income in excess of $1 billion.
We cannot be sure that we will be able to compete successfully with our competitors. Overcapacity could cause us to underutilize our manufacturing facilities and have a material adverse effect on our financial performance. It is difficult to predict future demand for our products and to estimate future requirements for production capacity in order to avoid periods of overcapacity.
Fluctuating demand could cause us to underutilize our manufacturing facilities and have a material adverse effect on our financial performance. It is difficult to predict future demand for our products and to estimate future requirements for production capacity in order to avoid periods of overcapacity.
We cannot predict what further actions may ultimately be taken with respect to tariffs, export restrictions or other trade measures between the U.S. and China or other countries, what products or entities may be subject to such actions, or what actions may be taken by other countries in response.
We cannot predict what further actions may ultimately be taken with respect to tariffs, which are increasing under the new U.S. administration, along with the potential for new export restrictions or other trade measures between the U.S. and other countries, what products or entities may be subject to such actions, or what reciprocation may be taken by other countries in response to these U.S. actions.
These programs are subject to delays or cancellation. Further, spending on defense and aerospace programs can vary significantly depending on funding from the United States government. We believe our government and defense and aerospace business has been negatively affected in the past by external factors such as sequestration and political pressure to reduce federal defense spending.
Further, spending on D&A programs can vary significantly depending on funding from the U.S. government. We believe our government and D&A business has been negatively affected in the past by external factors such as sequestration and political pressure to reduce federal defense spending.
In addition, the General Corporation Law of the State of Delaware contains provisions that regulate "business combinations" between corporations and interested stockholders who own 15% or more of the corporation’s voting stock, except under certain circumstances. These provisions could also discourage potential acquisition proposals and delay or prevent a change in control.
In addition, the General Corporation Law of the State of Delaware contains provisions that regulate "business combinations" between corporations and interested stockholders who own 15% or more of the corporation’s voting stock, except under certain circumstances.
This market dynamic has evolved as chipset suppliers have worked to develop more fully integrated solutions that include their own RF technologies and components. 19 Table of Contents Chipset suppliers may be in a different business from ours or we may be their customer or direct competitor.
This market dynamic has evolved as chipset suppliers have worked to develop more fully integrated solutions that include their own RF technologies and components. Chipset suppliers may be in a different business from ours or we may be their customer or direct competitor. Accordingly, we must balance our interest in obtaining new business with competitive and other factors.
In many cases, the average selling prices of our products decline over the products’ lives, and we must achieve yield improvements, cost reductions and other productivity enhancements in order to maintain profitability.
In many cases, the average selling prices of our products decline over the products’ lives, and we must achieve yield improvements, cost reductions and other productivity enhancements in order to maintain profitability. The actual value of a design win to us will ultimately depend on the commercial success of our customers’ products.
If one of our customers recalls a product containing one of our devices, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm.
Product liability insurance is subject to significant deductibles, and such insurance may be unavailable or inadequate to protect against all claims. If one of our customers recalls a product containing one of our devices, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm.
Furthermore, we have experienced and may continue to experience restrictions on our ability to export, reexport, and transfer our products and other items to certain foreign customers and suppliers where exports, reexports, or transfers of products require export licenses or are prohibited by government action.
Furthermore, we have experienced and may continue to experience restrictions on our ability to export, reexport, and transfer our products and other items to certain foreign customers and suppliers where governmental policy prohibits such activity or export licenses are required.
In addition to our direct competitors, some of our largest end customers and leading platform partners also compete with us to some extent by designing and manufacturing their own products.
We compete with companies primarily engaged in the business of designing, manufacturing and selling RF solutions, as well as suppliers of discrete ICs and modules. In addition to our direct competitors, some of our largest end customers and leading platform partners also compete with us to some extent by designing and manufacturing their own products.
Although our key suppliers commit to us to be compliant with applicable ISO 9001 and/or TS-16949 quality standards, we have experienced quality and reliability issues with suppliers in the past.
Although our key suppliers commit to us to be compliant with applicable ISO 9001 and/or TS-16949 quality standards, we have experienced quality and reliability issues with suppliers in the past. Quality or reliability issues in our supply chain could negatively affect our products, our reputation and our results of operations. We face risks related to sales through distributors.
Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, we may elect to self-insure with respect to certain matters and our reserves may be inadequate to cover the uninsured portion of such claims. Product liability insurance is subject to significant deductibles, and such insurance may be unavailable or inadequate to protect against all claims.
We may also be exposed to such claims as a result of any acquisition we may undertake in the future. Although we maintain reserves for reasonably estimable liabilities and purchase product liability insurance, we may elect to self-insure with respect to certain matters and our reserves may be inadequate to cover the uninsured portion of such claims.
Such laws and regulations, as well as the associated frameworks for reporting, vary greatly by jurisdiction in which 23 Table of Contents we do business and are continually evolving.
Additional laws and regulations include those related to human rights and supply chain due diligence. Such laws and regulations, as well as the associated frameworks for reporting, vary greatly by jurisdiction in which we do business and are continually evolving.
The actual value of a design win to us will ultimately depend on the commercial success of our customers’ products. 15 Table of Contents We depend on several large customers for a substantial portion of our revenue and the loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations.
We depend on several large customers for a substantial portion of our revenue and the loss of a large customer or loss of share at one or more of these customers could have a material adverse effect on our business, financial condition and results of operations. A substantial portion of our revenue comes from several large customers.
Environmental laws and regulations include those related to the use, transportation, storage, handling, emission, discharge and recycling or disposal of hazardous materials used in our manufacturing, assembly and testing processes. Additional laws and regulations include those related to human rights and supply chain due diligence.
We are subject to a broad array of U.S. and foreign social, environmental, health and safety laws and regulations. Environmental laws and regulations include those related to the use, transportation, storage, handling, emission, discharge and recycling or disposal of hazardous materials used in our manufacturing, assembly and testing processes.
In addition, if one of our third-party suppliers suffers a security breach, our response may be l imited or more difficult because we may not have direct access to their systems, logs and other information related to the security breach. 28 Table of Contents If any of our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations.
If any of our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them and may experience loss or corruption of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations.
Any of these risks could have a material adverse effect on our business, results of operations, financial condition, or cash flows, particularly in the case of a large acquisition. 21 Table of Contents We must attract, retain, and motivate key employees in order to compete, and our failure to do so could harm our business and our results of operations.
Any of these risks could have a material adverse effect on our business, results of operations, financial condition, or cash flows, particularly in the case of a large acquisition.
Importantly, governments such as China have the ability to impose countermeasures in reaction to increasing U.S. government sanctions and restrictions imposed on their companies which may impact our operations and future revenue as the compliance landscape becomes more challenging.
Countermeasures by other countries, including China, in reaction to increasing such U.S. government actions may impact our operations and future revenue as the compliance landscape becomes more challenging.
If demand for their products increases, our results are favorably impacted, while if demand for their products decreases, they may reduce their purchases of, or stop purchasing our products and our operating results would suffer. Even if we achieve a design win, our customers can delay or cancel the release of a new device for any reason.
If demand for their products increases, they may increase the purchases of our products and our results may be favorably impacted, while if demand for their products decreases, they may reduce their purchases of, or stop purchasing our products and our operating results would suffer.
Corporate tax reform, base-erosion efforts and increased tax transparency continue to be high priorities in many tax jurisdictions in which we have business operations.
To the extent that tax laws and regulations in these various regions change, it could adversely impact our tax expense and liability. Corporate tax reform, base-erosion efforts and increased tax transparency continue to be high priorities in many tax jurisdictions in which we have business operations.
Further, any transition from flexible work arrangements to more stringent on-site work requirements may result in higher employee attrition and make it more difficult for us to compete in the job market. We cannot be sure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.
Further, any transition from flexible work arrangements to more stringent on-site work requirements may result in higher 22 Table of Contents employee attrition and make it more difficult for us to compete in the job market.
Such actions in the future, as well as other changes in Chinese laws and regulations, including actions in furtherance of China’s stated policy of reducing its dependence on foreign semiconductor manufacturers, could increase the cost of doing business in China (where a significant portion of our assembly and test services are performed), foster the emergence of China-based competitors, decrease the demand for our products in China and reduce the supply of critical materials for our products, which could have a material adverse effect on our business and results of operations. 25 Table of Contents Changes in government trade policies, including the imposition of tariffs and export restrictions, have limited and could continue to limit our ability to sell or provide our products and other items to certain customers and suppliers, which may materially adversely affect our sales and results of operations.
Such actions in the future, as well as other changes in Chinese laws and regulations, including actions in furtherance of China’s stated policy of reducing its dependence on foreign semiconductor manufacturers, could increase the cost of doing business in China, strengthen China-based competitors, decrease the demand for our products in China and reduce the supply of critical materials for our products, which could have a material adverse effect on our business and results of operations.
Most of our customers can cease incorporating our products into their devices with little notice to us and with little or no penalty.
Even if we achieve a design win, our customers can delay or cancel the release of a new device for any reason. Most of our customers can cease incorporating our products into their devices with little notice to us and with little or no penalty.
Further, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. The price of our common stock has recently been and may in the future be volatile.
Further, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. Our business could be negatively impacted by stockholder activism. In recent years, stockholder activists have become involved in numerous public companies.
This requires us to work more closely with OEMs and ODMs to secure the design of our products in their handsets and other devices. Our relationships with chipset suppliers are complex, and the inability to effectively manage or maintain these relationships could have an adverse effect on our business, financial condition and results of operations.
Our relationships with chipset suppliers are complex, and the inability to effectively manage or maintain these relationships could have an adverse effect on our business, financial condition and results of operations. We operate in a very competitive industry and must continue to innovate.
Collectively, our two largest end customers accounted for an aggregate of approximately 58%, 49% and 44% of our revenue for fiscal years 2024, 2023 and 2022, respectively.
Our future operating results will be affected by both the success of our largest customers and our success in diversifying our products and customer base. Collectively, our two largest end customers accounted for an aggregate of approximately 57%, 58% and 49% of our revenue for fiscal years 2025, 2024 and 2023, respectively.
We are subject to warranty claims, product recalls and product liability. From time to time, we may be subject to warranty or product liability claims that could lead to significant expense. We may also be exposed to such claims as a result of any acquisition we may undertake in the future.
We cannot be sure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations. We are subject to warranty claims, product recalls and product liability. From time to time, we may be subject to warranty or product liability claims that could lead to significant expense.
Many of our existing and potential competitors have entrenched market positions, historical affiliations with OEMs, considerable internal manufacturing capacity, established IP rights and substantial technological capabilities.
Many of our existing and potential competitors have entrenched market positions, historical affiliations with OEMs, considerable internal manufacturing capacity, established IP rights and substantial technological capabilities. In addition, the increasing use of machine learning and AI to meet evolving industry requirements comes with inherent risks, including timely adoption and incorporation of these technologies into our business strategy to stay competitive.
Future changes in our tax holiday status could have a negative effect on our net income in future years. The overall benefit derived from our tax holidays could also be adversely impacted by the future implementation of minimum tax regimes in countries in which we operate.
The overall benefit derived from our tax holidays could also be adversely impacted by the implementation of minimum tax regimes in countries in which we operate, including Singapore’s adoption of Pillar Two domestic minimum tax and primary top-up taxes beginning in fiscal 2026.
For example, the imposition of tariffs has resulted in higher duties owed on certain products that are imported from China to the United States.
For example, the imposition of tariffs has resulted in higher duties owed on certain products that are imported from China to the U.S., and countermeasures from China could result in 26 Table of Contents increased costs for our products, which may, in turn lead to decreased demand for our products, and has the potential to adversely impact our business and operations.
Compliance with these policies increases our operating expenses, and non-compliance can adversely affect customer and investor relationships and harm our business and the price of our common stock.
Further, certain jurisdictions may require companies to disclose environmental and social policies, practices and metrics, on topics such as climate change, carbon emissions, water usage, waste management and human capital. Compliance with these policies increases our operating expenses, and non-compliance can adversely affect customer relationships and harm our business and the price of our common stock.
The impact of the global minimum tax regime (Pillar Two) is effective for us in fiscal 2025 with additional components becoming effective in fiscal 2026.
The impact of the global minimum tax regime (Pillar Two) was effective for us in fiscal 2025 with additional components becoming effective in fiscal 2026. We expect this legislation will result in an increase in our effective tax rate beginning in fiscal 2026, which could have a material adverse impact on our financial position, results of operations and cash flows.
We are subject to risks associated with social, environmental, health and safety regulations, including those related to climate change. We are subject to a broad array of U.S. and foreign social, environmental, health and safety laws and regulations.
We anticipate Pillar Two will have a dilutive impact on the benefits we currently recognize from our tax holidays in Singapore and Costa Rica. We are subject to risks associated with social, environmental, health and safety regulations, including those related to climate change.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe require our key suppliers to comply with our security terms and conditions, in addition to any requirements from our customers, as a condition of doing business with us and require each to notify us in the event of any known or suspected cyber incident. We face numerous cybersecurity risks in connection with our business.
Biggest changeWe rely heavily on our supply chain to deliver our products and services to our customers, and require our key suppliers to comply with our security terms and conditions, in addition to any requirements from our customers, as a condition of doing business with us.
Cybersecurity risks are identified as part of our Enterprise Risk Management Program and regular cybersecurity assessment and planning. We aim to incorporate industry best practices throughout our cybersecurity program. Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies and other processes to assess, identify and manage cybersecurity risks.
Risk Management and Strategy Cybersecurity risks are identified as part of our Enterprise Risk Management Program and regular cybersecurity assessment and planning. We aim to incorporate industry best practices throughout our cybersecurity program. Our cybersecurity strategy focuses on implementing effective and efficient controls, technologies and other processes to assess, identify and manage cybersecurity risks.
For more information about the cybersecurity risks we face and the potential impacts on our Company due to a cybersecurity incident, please refer to Item 1A - Risk Factors - "Risks Related to Intellectual Property, Cybersecurity and Information Technology and Data Privacy".
For more information about the cybersecurity risks we face and the potential impacts on our Company due to a cybersecurity incident, please refer to Item 1A - Risk Factors - "Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Privacy".
The Audit Committee oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, our CIO and our CISO regularly brief the Audit Committee on cybersecurity matters.
Governance The Audit Committee oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, our CIO and our CISO regularly brief the Audit Committee on cybersecurity matters.
In addition, we provide awareness training to our employees to help identify, avoid and mitigate cybersecurity threats and to remind them of the importance of handling and protecting our information. We engage third-parties to conduct evaluations of our security controls, including testing both the design and operational effectiveness of our controls.
We provide awareness training to our employees to help identify, avoid and mitigate cybersecurity threats and to remind them of the importance of handling and protecting our information. We engage third parties to conduct evaluations of our security controls, including testing both the design and operational effectiveness of our controls.
Depending on the nature and severity of an incident, this process provides for escalating notification to our executive team, to evaluate the overall impact and appropriate or required external notifications. Based on its nature and severity, the Audit Committee would be informed of an incident by our executive team.
Depending on the nature and severity of an incident, this process provides for escalating notification to our executive team, to evaluate the overall impact and determine the appropriate or required external notifications. Based on an incident's nature and severity, the Audit Committee would be informed of an incident by our executive team.
As of the date of this Form 10-K, we have not identified any risks from cybersecurity threats that have materially affected our business strategy, our results of operations or our financial condition.
As of the date of this Form 10-K, we have not identified any risks or incidents from cybersecurity threats that have materially affected our 32 Table of Contents business strategy, our results of operations or our financial condition.
Our customers, suppliers, subcontractors and business partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations.
We have, from time to time, experienced threats to, and breaches of, our data and systems, including malware, ransomware and computer viruses. Our customers, suppliers, subcontractors and business partners face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations.
Our CISO reports to the CIO and is generally responsible for management of cybersecurity risk and the protection and defense of our networks and systems. The CISO works with a team of cybersecurity professionals with broad experience and expertise, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.
Our CISO has over 24 years of experience in cybersecurity, encompassing leadership roles in cybersecurity architecture, risk and compliance, incident response, cybersecurity operations, and identity management. The CISO works with a team of cybersecurity professionals with broad experience and expertise, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance.
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We also participate in cybersecurity information-sharing with our peers, industry groups and government agencies. We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or business partner could materially adversely impact us.
Added
We conduct regular vulnerability testing and tabletop exercises to test our readiness for a variety of potential incidents. We also participate in cybersecurity information-sharing with our peers, industry groups and government agencies.
Removed
Such risks can impact our systems, results of operations and financial condition. We have, from time to time, experienced threats to and breaches of our data 31 Table of Contents and systems, including malware, ransomware and computer viruses.
Added
We also require each key supplier to notify us in the event of known or suspected cyber incidents. We face numerous cybersecurity risks in connection with our business. Such risks can impact our systems, results of operations and financial condition.
Added
Our CISO reports to the CIO and is generally responsible for management of cybersecurity risk and the protection and defense of our networks and systems. Our CIO, who reports to our Chief Financial Officer, has over 30 years of experience in various IT and cybersecurity leadership roles throughout the industry.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−2 removed0 unchanged
Biggest changeThe following table sets forth our primary production facilities as of March 30, 2024: Location Owned/Leased Primary Function Greensboro, North Carolina Owned Wafer fabrication Hillsboro, Oregon Owned Wafer fabrication Richardson, Texas Owned Wafer fabrication, assembly and test Beijing, China (1) Owned Module assembly and test Dezhou, China Leased Module assembly and test Heredia, Costa Rica Owned Module and filter assembly and test Nuremberg, Germany Leased Packaging and test (1) We hold land-use rights for the land associated with this property.
Biggest changeThe following table sets forth our primary production facilities as of March 29, 2025: Location Owned/Leased Primary Function Greensboro, North Carolina Owned Wafer fabrication Hillsboro, Oregon Owned Wafer fabrication Richardson, Texas Owned Wafer fabrication, assembly and test Heredia, Costa Rica Owned Module and filter assembly and test Nuremberg, Germany Leased Packaging and test In the first quarter of fiscal 2025, we completed the sale of our assembly and test operations in Beijing and Dezhou to Luxshare, who is providing assembly and test services to us under a supply agreement.
ITEM 2. PROPERTIES. Our corporate headquarters (owned) is located in Greensboro, North Carolina.
ITEM 2. PROPERTIES. Our corporate headquarters (leased) is located in Greensboro, North Carolina.
While we believe all our facilities are suitable and adequate for our present purposes, we continually evaluate our business and facilities and may decide to expand, add or dispose of facilities in the future. The majority of our production facilities are shared by our operating segments.
We believe our properties have been well-maintained, are in sound operating condition and contain all equipment and facilities necessary to operate at present levels. While we believe all our facilities are suitable and adequate for our present purposes, we continually evaluate our business and facilities and may decide to expand, add or dispose of facilities in the future.
Removed
In the third quarter of fiscal 2024, we entered into a definitive agreement with Luxshare to divest our assembly and test operations in Beijing and Dezhou. In connection with this transaction, which was completed on May 2, 2024, Luxshare is providing assembly and test services to us under a long-term supply agreement.
Added
The majority of our production facilities are shared by our operating segments.
Removed
In fiscal 2021, we idled a BAW manufacturing facility (owned) in Farmers Branch, Texas, which was subsequently sold in fiscal 2024. We believe our properties have been well-maintained, are in sound operating condition and contain all equipment and facilities necessary to operate at present levels.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−1 removed1 unchanged
Biggest changePERFORMANCE GRAPH March 30, 2019 March 28, 2020 April 3, 2021 April 2, 2022 April 1, 2023 March 30, 2024 Qorvo, Inc. $ 100.00 $ 112.49 $ 268.93 $ 169.40 $ 141.60 $ 160.09 S&P 500 $ 100.00 $ 93.02 $ 145.44 $ 168.20 $ 155.20 $ 201.57 S&P 500 Semiconductors $ 100.00 $ 106.69 $ 188.30 $ 240.08 $ 232.90 $ 494.08 The graph and the table above shall not be deemed "filed" with the SEC for the purpose of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filings made by us with the SEC, regardless of any general incorporation language in such filing. 33 Table of Contents Issuer Purchases of Equity Securities Period Total number of shares purchased (in thousands) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) December 31, 2023 to January 27, 2024 139 $ 105.32 139 $ 1,390.3 January 28, 2024 to February 24, 2024 368 110.29 368 1,349.7 February 25, 2024 to March 30, 2024 388 115.38 388 1,305.0 Total 895 $ 111.72 895 $ 1,305.0 On November 2, 2022, we announced that our Board of Directors authorized a new share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization.
Biggest changeIssuer Purchases of Equity Securities Period Total number of shares purchased (in thousands) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) December 29, 2024 to January 25, 2025 186 $ 74.89 186 $ 984.8 January 26, 2025 to February 22, 2025 192 80.92 192 969.2 February 23, 2025 to March 29, 2025 282 72.75 282 948.7 Total 660 $ 75.74 660 On November 2, 2022, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization.
The program does not require us to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended, or terminated at any time without prior notice. Refer to Note 17 of the Notes to Consolidated Financial Statements for further discussion of our share repurchase program.
The program does not require us to repurchase a minimum number of shares, does not have a fixed term, and may be modified, suspended, or terminated at any time without prior notice. Refer to Note 16 of the Notes to Consolidated Financial Statements for further discussion of our share repurchase program.
We have never declared or paid any dividends on our common stock. We currently intend to retain any future earnings to invest in the growth and operation of our business and do not intend to pay any dividends for the 32 Table of Contents foreseeable future.
We have never declared or paid any dividends on our common stock. We currently intend to retain any future earnings to invest in the growth and operation of our business and do not intend to pay any dividends for the foreseeable future.
Any future determination related to our dividend policy will be made at the discretion of our Board of Directors. The following graph and table compare the cumulative total shareholder return of our common stock, the S&P 500 Index and the S&P 500 Semiconductors Index for the five years ended March 30, 2024.
Any future determination related to our dividend policy will be made at the discretion of our Board of Directors. The following graph and table compare the cumulative total shareholder return of our common stock, the S&P 500 Index and the S&P 500 Semiconductors Index for the five years ended March 29, 2025.
The graph and table assume an initial investment of $100 was made on March 30, 2019 in each of our common stock and the indexes, reflecting compounded daily returns as well as reinvestment of all dividends. The indexes are reweighted daily using the market capitalization on the previous trading day.
The graph and table assume an initial investment of $100 was made on March 28, 2020 in each of our common stock and the indexes, reflecting compounded daily returns as well as reinvestment of all dividends. The indexes are reweighted daily using the market capitalization on the previous trading day.
Under the current program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which we repurchase our shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations.
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 we repurchase our shares, the number of shares and the timing of any repurchases 35 Table of Contents depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations.
Our common stock is traded on the Nasdaq Global Select Market under the symbol "QRVO." As of May 13, 2024, there were 618 holders of record of our common stock, which does not include beneficial owners of stock held in street name (i.e., through a brokerage firm, bank, broker-dealer, trust or other similar organization).
Our common stock is traded on the Nasdaq Global Select Market under the symbol "QRVO." As of May 12, 2025, there were 596 holders of record of our common stock, which does not include beneficial owners of stock held in street name (i.e., through a brokerage firm, bank, broker-dealer, trust or other similar organization).
As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the IRA. The excise tax is recognized as part of the cost basis of shares acquired in the Consolidated Statements of Stockholders' Equity for fiscal years 2024 and 2023 and is excluded from amounts presented above. ITEM 6. [RESERVED]
As of January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax is recognized as part of the cost basis of shares acquired in the Consolidated Statements of Stockholders' Equity for fiscal years 2025, 2024 and 2023 and is excluded from amounts presented above.
Removed
The comparisons in the graph and table are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our common stock.
Added
The comparisons in the graph and table are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our common stock. 34 Table of Contents PERFORMANCE GRAPH March 28, 2020 April 3, 2021 April 2, 2022 April 1, 2023 March 30, 2024 March 29, 2025 Qorvo, Inc. $ 100.00 $ 239.06 $ 150.59 $ 125.88 $ 142.31 $ 88.61 S&P 500 $ 100.00 $ 156.35 $ 180.81 $ 166.84 $ 216.69 $ 234.58 S&P 500 Semiconductors $ 100.00 $ 176.49 $ 225.03 $ 218.29 $ 463.10 $ 495.89 The graph and the table above shall not be deemed "filed" with the SEC for the purpose of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filings made by us with the SEC, regardless of any general incorporation language in such filing.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+30 added−45 removed32 unchanged
Biggest changeThis decrease was driven by goodwill impairment charges. • Net loss per share was $0.72 for fiscal 2024, compared to net income per diluted share of $1.00 for fiscal 2023. 34 Table of Contents • Operating activities in fiscal 2024 generated cash of $833.2 million, compared to $843.2 million in fiscal 2023. • Capital expenditures were $127.2 million in fiscal 2024, compared to $159.0 million in fiscal 2023. • We recorded $221.4 million in goodwill impairment charges due to revisions in long-term forecasts for a reporting unit within the CSG operating segment. • We completed the acquisition of Anokiwave for a purchase price of $83.0 million, net of cash acquired. • We repurchased approximately 4.0 million shares of our common stock for approximately $403.0 million. • We repurchased $60.3 million of the principal amount of our 1.750% senior notes due 2024 (the "2024 Notes"), plus accrued and unpaid interest, on the open market. • We entered into a definitive agreement with Luxshare to divest our assembly and test operations in China.
Biggest changeCharges related to a long-term capacity reservation agreement negatively impacted gross margin by 1.0% in fiscal 2024. • Operating income was $95.5 million in fiscal 2025, compared to $91.7 million in fiscal 2024. • Net income per diluted share was $0.58 for fiscal 2025, compared to net loss per share of $0.72 for fiscal 2024. • Operating activities in fiscal 2025 generated cash of $622.2 million, compared to $833.2 million in fiscal 2024. • Capital expenditures were $137.6 million in fiscal 2025, compared to $127.2 million in fiscal 2024. • We repurchased approximately 4.0 million shares of our common stock for approximately $358.8 million. • We completed the divestiture of our assembly and test operations in China in May 2024 and are operating under a supply agreement with Luxshare. 36 Table of Contents • We repaid the remaining balance of $412.5 million on our 1.750% senior notes due 2024 (the "2024 Notes") with cash on hand at maturity in December 2024. • We completed the divestiture of our SiC power device business in January 2025. • We recorded $280.8 million in restructuring-related charges, which includes goodwill and intangible asset impairment charges of $192.6 million.
Income tax expense Income tax expense for fiscal 2024 was $143.9 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI, offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits.
Income tax expense for fiscal 2024 was $143.9 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI, offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits.
Stock Repurchases On November 2, 2022, we announced that our Board of Directors authorized a new share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization.
Stock Repurchases On November 2, 2022, we announced that our Board of Directors authorized a share repurchase program to repurchase up to $2.0 billion of our outstanding common stock, which included the remaining authorized dollar amount under a prior program terminated concurrent with the new authorization.
Each Guarantor is 100% owned, directly or indirectly, by Qorvo, Inc. ("Parent"). A Guarantor can be released in certain customary circumstances. Our other U.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the "Non-Guarantors").
Each Guarantor is 100% owned, directly or indirectly, by Qorvo, Inc. (the "Parent"). A Guarantor can be released in certain customary circumstances. Our other U.S. subsidiaries and our non-U.S. subsidiaries do not guarantee the Notes (such subsidiaries are referred to as the "Non-Guarantors").
The following presents summarized financial information for the Parent and the Guarantors on a combined basis as of and for the periods indicated, after eliminating (i) intercompany transactions and balances among the Parent and Guarantors, and (ii) equity earnings from, and investments in, any Non-Guarantor.
The 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 the Guarantors, and (ii) equity earnings from, and investments in, any Non-Guarantor.
As required by the Company’s policy, goodwill is tested for impairment on the first day of our fourth quarter of each fiscal year, or when there is evidence that events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.
As required by our policy, goodwill is tested for impairment on the first day of our fourth quarter of each fiscal year, or when there is evidence that events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.
Based on current and projected levels of cash flows from operations, coupled with our existing cash and cash equivalents and availability from the 2024 Revolving Facility, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements.
Based on current and projected levels of cash flows from operations, coupled with our existing cash and cash equivalents and availability from the Revolving Facility, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements.
The determination of obsolete or excess inventory requires us to estimate the future demand for our products within specific time horizons, generally 12 to 24 months.
The determination of obsolete or excess inventory requires us to estimate the future demand for our products within specific time horizons, generally 24 months.
Under the current program, share repurchases are made in accordance with applicable securities laws on the open market or in privately negotiated transactions. The extent to which we repurchase our shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations.
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 we repurchase our shares, the number of shares and the timing of any repurchases depends on general market conditions, regulatory requirements, alternative investment opportunities and other considerations.
Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information regarding our identified intangible assets. Revenue Recognition. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services.
Refer to Note 6 of the Notes to Consolidated Financial Statements for additional information regarding our identified intangible assets. Revenue Recognition. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services.
In performing 44 Table of Contents qualitative assessments, we consider the following factors which could trigger a goodwill impairment review: (i) significant underperformance relative to historical or projected future operating results; (ii) significant changes in the manner or our use of the acquired assets or the strategy for our overall business; (iii) significant negative industry or economic trends; (iv) a significant decline in our stock price for a sustained period; and (v) a significant change in our market capitalization relative to our net book value.
In performing qualitative assessments, we consider the following factors which could trigger a goodwill impairment review: (i) significant underperformance relative to historical or projected future operating results; (ii) significant changes in the manner or our use of the acquired assets or the strategy for our overall business; (iii) significant negative industry or economic trends; (iv) a significant decline in our stock price for a sustained period; and (v) a significant change in our market capitalization relative to our net book value.
For example, for arrangements that have multiple performance obligations, we must exercise judgment and use estimates in order to (1) determine whether performance obligations are distinct and should be accounted for separately; (2) determine the stand-alone selling price of each performance obligation; (3) allocate the transaction price among the various performance obligations on a relative stand-alone selling-price basis; and (4) determine whether revenue for each performance obligation should be recognized at a point in time or over time.
For example, for arrangements that have multiple performance obligations, we must exercise judgment and use estimates in order to (1) determine whether performance obligations are distinct and should be accounted for separately; (2) determine the stand-alone selling price of each performance obligation; (3) allocate the transaction price among the various performance obligations on a relative stand-alone 46 Table of Contents selling-price basis; and (4) determine whether revenue for each performance obligation should be recognized at a point in time or over time.
Refer to Note 14 of the Notes to Consolidated Financial Statements for additional information regarding changes in the valuation allowance and net deferred tax assets. We also assess the likelihood that our tax reporting positions will ultimately be sustained.
Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding changes in the valuation allowance and net deferred tax assets. We also assess the likelihood that our tax reporting positions will ultimately be sustained.
The discount rate used to determine the present value of future cash flows was based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to execute on the projected cash flows.
The discount rate used to determine the present value of future cash flows is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the ability to execute on the projected cash flows.
If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. Refer to Note 1 of the Notes to Consolidated Financial Statements for a complete discussion of our revenue recognition policies. 45 Table of Contents Income Taxes.
If we were to change any of these judgments or estimates, it could cause a material increase or decrease in the amount of revenue or deferred revenue that we report in a particular period. Refer to Note 1 of the Notes to Consolidated Financial Statements for a complete discussion of our revenue recognition policies. Income Taxes.
Business Acquisitions. We allocate the fair value of the purchase price to the assets acquired and liabilities assumed based on their estimated fair value. The excess of the purchase price over the fair values of the identifiable assets and liabilities is recorded to goodwill.
We allocate the fair value of the purchase price to the assets acquired and liabilities assumed based on their estimated fair value. The excess of the purchase price over the fair values of the identifiable assets and liabilities is recorded to goodwill.
Goodwill is assigned to the reporting unit that is expected to benefit from the synergies of the business combination. A number of significant assumptions, estimates and judgments are used in determining the fair value of acquired assets and liabilities, particularly with respect to the intangible assets acquired.
Goodwill is assigned to the reporting unit that is expected to benefit from the synergies of the business combination. 44 Table of Contents A number of significant assumptions, estimates and judgments are used in determining the fair value of acquired assets and liabilities, particularly with respect to the intangible assets acquired.
The market approach estimated fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics.
The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics.
We may from time to time in the future seek to retire or make additional optional payments on our outstanding debt obligations through repurchases or exchanges of our outstanding notes, which may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise.
We may, from time to time, seek to retire or make additional optional payments on our outstanding debt obligations through repurchases or exchanges of our outstanding notes, which may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise.
RESULTS OF OPERATIONS Consolidated The table below presents a summary of our results of operations for fiscal years 2024 and 2023 along with a year-over-year comparison.
RESULTS OF OPERATIONS Consolidated The table below presents a summary of our results of operations for fiscal years 2025 and 2024 along with a year-over-year comparison.
Refer to Note 14 of the Notes to Consolidated Financial Statements for additional information regarding our uncertain tax positions and the amount of unrecognized tax benefits.
Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding our uncertain tax positions and the amount of unrecognized tax benefits.
The income approach was based on the discounted cash flow method that used estimates of the reporting units' revenue growth rates and operating margins as part of our long-term planning process, taking into consideration, historical data and industry and market conditions.
The income approach is based on the discounted cash flow method that uses estimates of the reporting units’ revenue growth rates and operating margins as part of our long-term planning process, taking into consideration historical data and industry and market conditions.
On April 23, 2024, we entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the “2024 Credit Agreement”), which replaced the 2020 Credit Agreement.
Credit Agreement On April 23, 2024, we entered into a five-year unsecured senior credit facility pursuant to a credit agreement with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of lenders (the “Credit Agreement”), which replaced our previous credit agreement.
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.
The summarized financial 43 Table of Contents 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.
Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended April 1, 2023, filed with the SEC on May 19, 2023, which is incorporated by reference herein, for a summary of our results of operations for the fiscal year ended April 2, 2022 along with a year-over-year comparison between fiscal years 2023 and 2022.
Refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, filed with the SEC on May 20, 2024, which is incorporated by reference herein, for a summary of our results of operations for the fiscal year ended April 1, 2023 along with a year-over-year comparison between fiscal years 2024 and 2023.
During fiscal years 2024, 2023 and 2022, we repurchased approximately 4.0 million shares, 8.7 million shares and 7.3 million shares of our common stock for approximately $403.0 million, $862.2 million and $1,152.3 million, respectively (including transaction costs and excise tax, as applicable) under the prior and current share repurchase programs.
During fiscal years 2025, 2024 and 2023, we repurchased approximately 4.0 million shares, 4.0 million shares and 8.7 million shares of our common stock, respectively, for approximately $358.8 million, $403.0 million and $862.2 million, respectively (including transaction costs and excise tax, as applicable) under the prior and current share repurchase programs.
As a result, during the measurement period, which may be up to one year from the acquisition 43 Table of Contents date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, any purchase price adjustments are recorded to the income statement.
As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, any purchase price adjustments are recorded to the income statement. Goodwill Impairment Testing.
(2) Purchase obligations represent payments due related to the purchase of materials and manufacturing services, a majority of which are not recorded as liabilities on our Consolidated Balance Sheet because we had not received the related goods or services as of March 30, 2024.
(2) Purchase obligations represent payments due related to the purchase of materials and manufacturing services, a majority of which are not recorded as liabilities in our Consolidated Balance Sheet because we had not received the related goods or services as of March 29, 2025.
We provide products to our largest end customer (Apple) through sales to multiple contract manufacturers, which in the aggregate accounted for approximately 46% and 37% of total revenue in fiscal years 2024 and 2023, respectively. Samsung accounted for approximately 12% of total revenue in both fiscal years 2024 and 2023.
We provide products to our largest end customer (Apple) through sales to multiple contract manufacturers, which in the aggregate accounted for approximately 47% and 46% of total revenue in fiscal years 2025 and 2024, respectively. Samsung accounted for approximately 10% and 12% of total revenue in fiscal years 2025 and 2024, respectively.
CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning UWB, Matter, Bluetooth Low Energy, Zigbee, Thread, Wi-Fi, cellular IoT and MEMS-based sensors. ACG is a leading global supplier of cellular RF solutions for smartphones, wearables, laptops, tablets and other devices.
CSG is a leading global supplier of connectivity and sensor solutions, with broad expertise spanning UWB, Matter, BLE, Zigbee, Thread, Wi-Fi, cellular solutions for the IoT and MEMS-based sensors. ACG is a leading global supplier of advanced cellular solutions for smartphones, wearables, laptops, tablets and other devices.
We may request at any time that the 2024 Revolving Facility be increased by up to $325.0 million, subject to securing additional funding commitments from existing or new lenders. The 2024 Revolving Facility is available to finance working capital, capital expenditures and other lawful corporate purposes.
We 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. During fiscal 2025, there were no borrowings under the Revolving Facility.
Our fiscal 2024 annual assessment was performed using a qualitative approach as of the first day of our fourth quarter (December 31, 2023) on our six reporting units with a remaining goodwill balance.
Our fiscal 2025 annual assessment was performed using a qualitative approach as of the first day of our fourth quarter (December 29, 2024) on our five reporting units with a remaining goodwill balance.
Up to $25.0 million of the 2024 Revolving Facility may be used for the issuance of standby letters of credit and up to $10.0 million of the 2024 Revolving Facility may be used for swing line advances (i.e., short-term borrowings made available from the lead lender).
The 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).
Cash Flows from Financing Activities Net cash used in financing activities in fiscal 2024 was $459.6 million, compared to $853.4 million in fiscal 2023.
Cash Flows from Financing Activities Net cash used in financing activities in fiscal 2025 was $684.4 million, compared to net cash used in financing activities of $459.6 million in fiscal 2024.
These customers primarily purchase RF solutions for a variety of mobile devices. International shipments amounted to $1,593.6 million in fiscal 2024 (approximately 42% of revenue) compared to $1,751.4 million in fiscal 2023 (approximately 49% of revenue).
These customers primarily purchase RF solutions for a variety of mobile devices. International shipments amounted to $1,491.8 million in fiscal 2025 (approximately 40% of revenue) compared to $1,593.6 million in fiscal 2024 (approximately 42% of revenue).
Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information on goodwill impairment charges and Note 13 of the Notes to Consolidated Financial Statements for additional information on restructuring-related charges.
Refer to Note 6 of the Notes to Consolidated Financial Statements for additional information on goodwill and intangible asset impairment charges and Note 12 of the Notes to Consolidated Financial Statements for additional information on restructuring-related charges.
Identified Intangible Assets. We amortize definite-lived intangible assets (including developed technology, customer relationships, technology licenses and trade names) on a straight-line basis over their estimated useful lives. Upon completion of development, in-process research and development assets are transferred to developed technology and are amortized over their useful lives.
We amortize definite-lived intangible assets (including developed technology, customer relationships, technology licenses and trade names) on a straight-line basis over their estimated useful lives. Upon completion of development, in-process R&D assets are transferred to developed technology and are amortized over their useful lives. The asset balances relating to abandoned projects are impaired and expensed to R&D.
Refer to Note 11 of the Notes to Consolidated Financial Statements for further information. 41 Table of Contents SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION In accordance with the indentures governing the 2024 Notes, the 2029 Notes and the 2031 Notes (together, the "Notes"), our obligations under the Notes are fully and unconditionally guaranteed on a joint and several unsecured basis by the Guarantors, which are listed on Exhibit 22 to this Annual Report on Form 10-K.
SUPPLEMENTAL PARENT AND GUARANTOR FINANCIAL INFORMATION In accordance with the indentures governing 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 certain of our U.S. subsidiaries (the "Guarantors"), which are listed on Exhibit 22 to this Annual Report on Form 10-K.
During fiscal 2024, we received proceeds of $49.5 million, primarily from the sale of our BAW manufacturing facility in Farmers Branch, Texas, and our capital expenditures decreased by $31.7 million as compared to fiscal 2023. Additionally, we acquired Anokiwave in fiscal 2024, resulting in net cash outflows of $83.0 million.
During fiscal 2024, we received proceeds of $49.5 million, primarily from the sale of our BAW manufacturing facility in Farmers Branch, Texas. Additionally, we acquired Anokiwave in fiscal 2024, resulting in net cash outflows of $83.0 million.
This resulted in an annual effective tax rate of 17.2% for fiscal 2023. A valuation allowance has been established against deferred tax assets in the taxing jurisdictions where, based upon the positive and negative evidence available, it is more likely than not that the related deferred tax assets will not be realized.
A valuation allowance has been established against deferred tax assets in the taxing jurisdictions where, based upon the positive and negative evidence available, it is more likely than not that the related deferred tax assets will not be realized.
The asset balances relating to abandoned projects are impaired and expensed to research and development. We evaluate definite-lived intangible assets for impairment to determine whether facts and circumstances indicate that the carrying amount of the assets may not be recoverable.
We evaluate definite-lived intangible assets for impairment to determine whether facts and circumstances indicate that the carrying amount of the assets may not be recoverable.
As of the end of fiscal years 2024 and 2023, the valuation allowance against domestic and foreign deferred tax assets was $43.6 million and $35.9 million, respectively. Refer to Note 14 of the Notes to Consolidated Financial Statements for additional information regarding income taxes.
As of March 29, 2025 and March 30, 2024, the valuation allowance against domestic and foreign deferred tax assets was $85.7 million and $43.6 million, respectively. Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding income taxes.
(2) Includes net amounts due to Non-Guarantor subsidiaries of $597.3 million and $509.1 million as of March 30, 2024 and April 1, 2023, respectively. Summarized Statement of Operations (in thousands) Fiscal 2024 Revenue $ 1,073,492 Gross profit 162,178 Net loss (370,438) CRITICAL ACCOUNTING ESTIMATES The preparation of consolidated financial statements requires management to use judgment and estimates.
(2) Includes net amounts due to Non-Guarantor subsidiaries of $687.6 million and $597.3 million as of March 29, 2025 and March 30, 2024, respectively. Summarized Statement of Operations (in thousands) Fiscal 2025 Revenue $ 1,187,319 Gross profit 305,109 Net loss (224,075) CRITICAL ACCOUNTING ESTIMATES The preparation of consolidated financial statements requires management to use judgment and estimates.
If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations. Historically, inventory reserves have fluctuated as new technologies have been introduced and customers’ demand has shifted.
If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations.
Our quantitative assessments considered both the income and market approaches to estimate the fair value of each reporting unit. Inherent in the fair value determinations are significant judgments and estimates, including assumptions about future revenue, profitability and cash flows, our operational plans and our interpretation of current economic indicators and market valuations.
Inherent in the fair value determinations are significant judgments and estimates, including assumptions about future revenue, profitability and cash flows, discount rates used to determine the present value of future cash flows, our operational plans and our interpretation of current economic indicators and market valuations.
INTEREST, OTHER INCOME AND INCOME TAXES Fiscal Year (In thousands) 2024 2023 Interest expense $ (69,245) $ (68,463) Other income, net 51,104 9,924 Income tax expense (143,882) (21,477) Interest expense During fiscal years 2024 and 2023, we recorded interest expense primarily related to the 4.375% senior notes due 2029 (the "2029 Notes"), the 3.375% senior notes due 2031 (the "2031 Notes") and the 2024 Notes.
INTEREST, OTHER INCOME AND INCOME TAXES Fiscal Year (In thousands) 2025 2024 Interest expense $ (78,328) $ (69,245) Other income, net 48,700 51,104 Income tax expense (10,284) (143,882) 39 Table of Contents Interest expense During fiscal years 2025 and 2024, we recorded interest expense primarily related to the 4.375% senior notes due 2029 (the "2029 Notes"), the 3.375% senior notes due 2031 (the "2031 Notes") and the 2024 Notes.
(3) Long-term debt obligations represent future cash payments of principal and interest over the life of the 2024 Notes, the 2029 Notes and the 2031 Notes, including anticipated interest payments not recorded as liabilities on our Consolidated Balance Sheet as of March 30, 2024.
(3) Long-term debt obligations represent future cash payments of principal and interest over the life of the 2029 Notes and the 2031 Notes, including anticipated interest payments not recorded as liabilities in our Consolidated Balance Sheet as of March 29, 2025. Debt obligations are presented based on their stated maturity date, and any future redemptions would impact our cash payments.
Revenue The increase in consolidated revenue resulted from a $394.2 million increase in ACG revenue and decreases in revenue of $154.2 million and $39.8 million, in HPA and CSG, respectively, which are further discussed in our Operating Segments results below.
Revenue The decrease in consolidated revenue resulted from a $152.8 million decrease in ACG revenue and increases in revenue of $64.3 million and $38.0 million in HPA and CSG, respectively, which are further discussed in our Operating Segments results below.
Based on our fiscal 2024 qualitative assessment, we concluded there were no events or circumstances that indicated it was more likely than not that the fair value of each reporting unit was less than its respective carrying value. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information regarding our goodwill and intangible assets.
Based on our fiscal 2025 qualitative assessment, we concluded there were no events or circumstances that indicated it was more likely than not that the fair value of each reporting unit was less than its respective carrying value.
R efer to Note 10 of the Notes to Consolidated Financial Statements for further information about the 2020 Credit Agreement.
Refer to Note 10 of the Notes to Consolidated Financial Statements for further information.
Other Operating Expense In fiscal 2024, we recorded goodwill impairment charges of $221.4 million, restructuring-related charges of $92.8 million and $12.0 million of consulting expenses associated with a multiyear project to upgrade the core systems we use to run our business. In fiscal 2023, we recorded goodwill impairment charges of $12.4 million and $114.1 million in other restructuring-related charges.
In fiscal 2024, "Other operating expense" includes goodwill impairment charges of $221.4 million, restructuring-related charges of $70.4 million and $12.0 million of expenses associated with certain multiyear projects to upgrade our core business systems.
Product-specific facts and circumstances reviewed in the inventory valuation process include a review of the customer base, 42 Table of Contents market conditions and customer acceptance of our products and technologies, as well as an assessment of the selling price in relation to the product cost. These valuations and estimates require significant judgment.
Product-specific facts and circumstances reviewed in the inventory valuation process include a review of the customer base, market conditions and customer acceptance of our products and technologies, as well as an assessment of the selling price in relation to the product cost. Historically, inventory reserves have fluctuated as new technologies have been introduced and customers’ demand has shifted.
Summarized Balance Sheets (in thousands) March 30, 2024 April 1, 2023 ASSETS Current assets (1) $ 803,900 $ 972,989 Non-current assets 2,311,618 2,398,287 LIABILITIES Current liabilities $ 727,138 $ 296,049 Long-term liabilities (2) 2,306,883 2,689,824 (1) Includes net amounts due from Non-Guarantor subsidiaries of $129.8 million and $379.5 million as of March 30, 2024 and April 1, 2023, respectively.
Summarized Balance Sheets (in thousands) March 29, 2025 March 30, 2024 ASSETS Current assets (1) $ 827,998 $ 803,900 Non-current assets 2,338,086 2,311,618 LIABILITIES Current liabilities $ 270,634 $ 727,138 Long-term liabilities (2) 2,408,648 2,306,883 (1) Includes net amounts due from Non-Guarantor subsidiaries of $259.4 million and $129.8 million as of March 29, 2025 and March 30, 2024, respectively.
Our $1,029.3 million of total cash and cash equivalents as of March 30, 2024, includes $752.0 million held by our foreign subsidiaries, of which $507.5 million is held by Qorvo International Pte. Ltd. in Singapore.
Our $1,021.2 million of total cash and cash equivalents as of March 29, 2025, includes $848.7 million held by our foreign subsidiaries, of which $665.2 million is held by Qorvo International Pte. Ltd. in Singapore.
If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations. Refer to Notes 4 and 5 of the Notes to Consolidated Financial Statements for additional information regarding our business held for sale and property and equipment, respectively.
These valuations and estimates require significant judgment. If actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could materially adversely impact our consolidated financial position and results of operations. Business Acquisitions.
Income tax expense for fiscal 2023 was $21.5 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI (including the effects of the capitalization and amortization of research and development expenses which were previously expensed for U.S. tax purposes), offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits.
Income tax expense Income tax expense for fiscal 2025 was $10.3 million, which was primarily comprised of tax expense related to international operations generating pre-tax book income and the impact of GILTI, partially offset by a tax benefit related to domestic and international operations generating pre-tax book losses and domestic tax credits.
As of March 30, 2024, total remaining unearned compensation cost related to unvested restricted stock units was $159.4 million, which will be amortized over the weighted-average remaining service period of approximately 1.4 years.
As of March 29, 2025, total remaining unearned compensation cost related to unvested restricted stock units was $186.8 million, which will be amortized over the weighted-average remaining service period of approximately 1.4 years. 40 Table of Contents Refer to Note 15 of the Notes to Consolidated Financial Statements for additional information regarding stock-based compensation.
The decrease in cash used in financing activities was primarily due to lower stock repurchases in fiscal 2024, partially offset by repurchases of our 2024 Notes. 40 Table of Contents Our future capital requirements may differ materially from those currently anticipated and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers.
During fiscal 2024, we repurchased $58.3 million of the principal amount of our 2024 Notes. Our future capital requirements may differ materially from those currently anticipated and will depend on many factors, including market acceptance of and demand for our products, acquisition opportunities, technological advances and our relationships with suppliers and customers.
The 2020 Credit Agreement contained various conditions, covenants and representations with which we had to be in compliance in order to borrow funds and to avoid an event of default. As of March 30, 2024 , we were in compliance with these covenants.
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 of March 29, 2025 , we were in compliance with these covenants. R efer to Note 9 of the Notes to Consolidated Financial Statements for further information about the Credit Agreement.
This decrease in cash provided by operating activities was primarily due to decreased profitability. Cash Flows from Investing Activities Net cash used in investing activities in fiscal 2024 was $136.5 million, compared to $153.4 million in fiscal 2023.
Cash Flows from Investing Activities Net cash provided by investing activities in fiscal 2025 was $36.6 million, compared to net cash used in investing activities of $136.5 million in fiscal 2024.
Refer to Note 3 of the Notes to Consolidated Financial Statements for additional information regarding our inventories. Property and Equipment.
Refer to Note 10 of the Notes to Consolidated Financial Statements for additional information regarding our non-qualified deferred compensation plan.
Other Contractual Obligations As of March 30, 2024, in addition to the amounts shown in the contractual obligations table above, we have $43.9 million of unrecognized income tax benefits and accrued interest and penalties which have been recorded as a liability. We are uncertain as to if, or when, such amounts may be settled.
Refer to Note 9 of the Notes to Consolidated Financial Statements for further information. Other Contractual Obligations As of March 29, 2025, in addition to the amounts shown in the contractual obligations table above, we have $49.5 million of unrecognized income tax benefits and accrued interest and penalties which have been recorded as a liability.
As of March 30, 2024, we had working capital of approximately $1,215.9 million, including $1,029.3 million in cash and cash equivalents, compared to working capital of approximately $1,474.0 million, including $808.8 million in cash and cash equivalents, as of April 1, 2023.
LIQUIDITY AND CAPITAL RESOURCES Cash generated by operations is our primary source of liquidity. As of March 29, 2025, we had working capital of approximately $1,384.1 million, including $1,021.2 million in cash and cash equivalents, compared to working capital of approximately $1,215.9 million, including $1,029.3 million in cash and cash equivalents, as of March 30, 2024.
(In thousands, except percentages) Fiscal 2024 % of Revenue Fiscal 2023 % of Revenue Increase (Decrease) Percentage Change Revenue $ 3,769,506 100.0 % $ 3,569,399 100.0 % $ 200,107 5.6 % Cost of goods sold 2,281,011 60.5 2,272,457 63.7 8,554 0.4 Gross profit 1,488,495 39.5 1,296,942 36.3 191,553 14.8 Research and development 682,249 18.1 649,841 18.2 32,408 5.0 Selling, general and administrative 389,140 10.3 358,790 10.1 30,350 8.5 Other operating expense (1) 325,405 8.7 105,143 2.9 220,262 209.5 Operating income $ 91,701 2.4 % $ 183,168 5.1 % $ (91,467) (49.9) % (1) Other operating expense includes goodwill impairment charges of $221.4 million and $12.4 million for fiscal years 2024 and 2023, respectively.
(In thousands, except percentages) Fiscal 2025 % of Revenue Fiscal 2024 % of Revenue Increase (Decrease) Percentage Change Revenue $ 3,718,971 100.0 % $ 3,769,506 100.0 % $ (50,535) (1.3) % Cost of goods sold 2,183,382 58.7 2,281,011 60.5 (97,629) (4.3) Gross profit 1,535,589 41.3 1,488,495 39.5 47,094 3.2 Research and development 747,709 20.1 682,249 18.1 65,460 9.6 Selling, general and administrative 403,624 10.8 389,140 10.3 14,484 3.7 Other operating expense (1) 288,729 7.8 325,405 8.7 (36,676) (11.3) Operating income $ 95,527 2.6 % $ 91,701 2.4 % $ 3,826 4.2 % (1) Other operating expense includes goodwill and intangible asset impairment charges of $192.6 million and $221.4 million for fiscal years 2025 and 2024, respectively.
The increase in operating expenses was driven by employee-related costs (including salaries and benefits, as well as incentive-based cash compensation).
Selling, General and Administrative The increase in selling, general and administrative expense was driven by a $15.2 million increase in employee-related costs (including salaries and benefits and stock-based compensation expense).
We record an obligation under the plan for the distributions to be made to participants upon certain triggering events. Although participants are required to make distribution elections at the time of enrollment, the amount and timing of any future cash outflows is uncertain until such triggering events occur.
Although participants are required to make distribution elections at the time of enrollment, the amount and timing of any future cash outflows is uncertain until such triggering events occur. The total deferred compensation obligation as of March 29, 2025 was $58.4 million, of which $2.9 million is estimated to be paid in fiscal 2026.
Shipments to Asia totaled $1,505.3 million in fiscal 2024 (approximately 40% of revenue) compared to $1,549.0 million in fiscal 2023 (approximately 43% of revenue). 35 Table of Contents Gross Margin The increase in gross margin in fiscal 2024 was driven by lower charges associated with a long-term capacity reservation agreement and improved factory utilization.
Shipments to Asia totaled $1,405.9 million in 37 Table of Contents fiscal 2025 (approximately 38% of revenue) compared to $1,505.3 million in fiscal 2024 (approximately 40% of revenue). Gross Margin The increase in gross margin in fiscal 2025 was driven by improved factory utilization and favorable business mix, while average selling-price erosion negatively impacted gross margin.
Refer to Note 6 of the Notes to Consolidated Financial Statements for additional information regarding our business acquisitions. Goodwill Impairment Testing.
The impairment testing resulted in a goodwill impairment charge of approximately $47.8 million, representing the entire remaining goodwill of this reporting unit. Refer to Note 6 of the Notes to Consolidated Financial Statements for additional information regarding our goodwill. Identified Intangible Assets.
As discussed in Note 11 of the Notes to Consolidated Financial Statements, we have two pension plans in Germany with a combined benefit obligation of approximately $9.6 million as of March 30, 2024. Pension benefit payments are not included in the schedule above due to the uncertainty regarding the amount and timing of any future cash outflows.
We are uncertain as to if, or when, such amounts may be settled. As discussed in Note 10 of the Notes to Consolidated Financial Statements, we have two pension plans in Germany with a combined benefit obligation of approximately $9.2 million as of March 29, 2025.
Refer to Note 18 of the Notes to Consolidated Financial Statements for a reconciliation of segment operating income to the consolidated operating income for fiscal years 2024, 2023 and 2022.
The increase in operating expenses was driven by research and development expenses, including salaries and benefits, related to developing new process technologies and expanding our product portfolio. Refer to Note 17 of the Notes to Consolidated Financial Statements for a reconciliation of segment operating income to the consolidated operating income for fiscal years 2025, 2024 and 2023.
Interest income increased by $17.2 million in fiscal 2024 compared to fiscal 2023 primarily due to higher interest rates on our cash balances. In addition, the fair value of invested funds under our non-qualified deferred compensation plan increased by $9.9 million (excluding participant contributions and withdrawals).
Other income, net During fiscal years 2025 and 2024, we recorded interest income of $47.1 million and $38.3 million, respectively. Interest income increased in fiscal 2025 primarily due to higher cash balances. In addition, we recorded gains of $2.8 million and $9.9 million on investments in our non-qualified deferred compensation plan in fiscal years 2025 and 2024, respectively.
As of March 30, 2024, approximately $1,305.0 million remains authorized for repurchases under the current share repurchase program. Refer to Note 17 of the Notes to Consolidated Financial Statements for further discussion of our share repurchase program. Cash Flows from Operating Activities Operating activities in fiscal 2024 generated cash of $833.2 million, compared to $843.2 million in fiscal 2023.
As of March 29, 2025, approximately $948.7 million remains authorized for repurchases under the current share repurchase program. 41 Table of Contents Cash Flows from Operating Activities Operating activities in fiscal 2025 generated cash of $622.2 million, compared to $833.2 million in fiscal 2024. This decrease in cash provided by operating activities was primarily due to changes in working capital.
Pension benefit payments were approximately $0.3 million in fiscal 2024 and are expected to be approximately $0.4 million in fiscal 2025. We also offer a non-qualified deferred compensation plan to eligible participants to defer and invest a specified percentage of their cash compensation.
We also offer a non-qualified deferred compensation plan to eligible participants to defer and invest a specified percentage of their cash compensation. We record an obligation under the plan for the distributions to be made to participants upon certain triggering events.
Advanced Cellular Group (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percentage Change Revenue $ 2,762,016 $ 2,367,848 $ 394,168 16.6 % Operating income 727,906 627,708 100,198 16.0 Operating income as a % of revenue 26.4 % 26.5 % The $394.2 million increase in ACG revenue was driven by content gains at our largest end customer .
Advanced Cellular Group (In thousands, except percentages) Fiscal 2025 Fiscal 2024 Dollar Change Percentage Change Revenue $ 2,609,189 $ 2,762,016 $ (152,827) (5.5) % Operating income 602,447 727,906 (125,459) (17.2) Operating income as a % of revenue 23.1 % 26.4 % The $152.8 million decrease in ACG revenue was driven by a mix shift among smartphone customers to lower RF content 5G smartphones.
Operating Expenses Research and Development R&D expense increased in fiscal 2024 as compared to fiscal 2023 driven by $33.5 million of higher employee-related costs (including salaries and benefits, incentive-based cash compensation and stock-based compensation expense).
Operating Expenses Research and Development The increase in research and development expense was driven by a $54.8 million increase in employee-related costs (including salaries and benefits and stock-based compensation expense) related to the development of new process technologies and the expansion of our product portfolio as we support diversification in our businesses.
STOCK-BASED COMPENSATION Under Accounting Standards Codification ("ASC") 718, " Compensation – Stock Compensation, " stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award using an option pricing model for stock options (Black-Scholes) and market price for restricted stock units and is recognized as expense over the employee's requisite service period.
STOCK-BASED COMPENSATION In accordance with Accounting Standards Codification ("ASC") 718, " Compensation – Stock Compensation, " stock-based compensation cost is measured at the grant date, based on the estimated fair value of the awards.
CONTRACTUAL OBLIGATIONS The following table summarizes our significant contractual obligations and commitments (in thousands) as of March 30, 2024, and the effect such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due By Fiscal Period Total Payments 2025 2026-2027 2028-2029 2030 and thereafter Capital commitments (1) $ 64,720 $ 62,460 $ 2,260 $ — $ — Purchase obligations (2) 462,703 424,668 33,656 4,379 — Leases 74,449 17,185 27,511 16,418 13,335 Long-term debt obligations (3) 2,397,747 508,246 133,438 109,813 1,646,250 Total $ 2,999,619 $ 1,012,559 $ 196,865 $ 130,610 $ 1,659,585 (1) Capital commitments represent obligations for the purchase of property and equipment, a majority of which are not recorded as liabilities on our Consolidated Balance Sheet because we had not received the related goods or services as of March 30, 2024.
Further, we cannot be sure that additional debt or equity financing, if required, will be available on favorable terms, if at all. 42 Table of Contents CONTRACTUAL OBLIGATIONS The following table summarizes our significant contractual obligations and commitments (in thousands) as of March 29, 2025, and the effect such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due By Fiscal Period Total Payments 2026 2027-2028 2029-2030 2031 and thereafter Capital commitments (1) $ 95,132 $ 82,646 $ 12,486 $ — $ — Purchase obligations (2) 522,097 484,742 37,355 — — Leases 69,251 18,698 28,339 10,858 11,356 Long-term debt obligations (3) 1,889,499 60,813 133,437 959,813 735,436 Total $ 2,575,979 $ 646,899 $ 211,617 $ 970,671 $ 746,792 (1) Capital commitments represent obligations for the purchase of equipment and software, a majority of which are not recorded as liabilities in our Consolidated Balance Sheet because we had not received the related goods or services as of March 29, 2025.
Operating Segments High Performance Analog (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percentage Change Revenue $ 572,953 $ 727,187 $ (154,234) (21.2) % Operating income 82,501 198,820 (116,319) (58.5) Operating income as a % of revenue 14.4 % 27.3 % The $154.2 million decrease in HPA revenue was attributable to $135.5 million and $67.6 million decreases in infrastructure and power management revenue, respectively, driven by challenges in the global macroeconomic environment which negatively impacted demand for products in these markets in the first half of fiscal 2024.
Operating Segments High Performance Analog (In thousands, except percentages) Fiscal 2025 Fiscal 2024 Dollar Change Percentage Change Revenue $ 637,261 $ 572,953 $ 64,308 11.2 % Operating income 108,895 82,501 26,394 32.0 Operating income as a % of revenue 17.1 % 14.4 % The $64.3 million increase in HPA revenue was attributable to a $60.9 million increase in revenue from D&A, infrastructure and power management.
The decrease in HPA operating income was driven by lower revenue, the sale of products that were manufactured during periods of lower factory utilization and higher inventory-related charges. 36 Table of Contents Connectivity and Sensors Group (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percentage Change Revenue $ 434,537 $ 474,364 $ (39,827) (8.4) % Operating loss (88,649) (72,080) (16,569) (23.0) Operating loss as a % of revenue (20.4) % (15.2) % The $39.8 million decrease in CSG revenue was attributable to a $43.0 million decrease in our connectivity components revenue.
Connectivity and Sensors Group (In thousands, except percentages) Fiscal 2025 Fiscal 2024 Dollar Change Percentage Change Revenue $ 472,521 $ 434,537 $ 37,984 8.7 % Operating loss (55,842) (88,649) 32,807 37.0 Operating loss as a % of revenue (11.8) % (20.4) % The $38.0 million increase in CSG revenue was attributable to a $45.1 million increase in revenue for our Wi-Fi components, UWB solutions, automotive connectivity and sensing products, reflecting new product releases and improved channel inventory levels.
Interest expense in the preceding table for fiscal years 2024 and 2023 is net of capitalized interest of $2.9 million and $3.9 million, respectively. 37 Table of Contents Other income, net During fiscal 2024, we recorded interest income of $38.3 million, losses of $1.2 million based on our share of the earnings from our limited partnership investments and a net gain on debt extinguishment of $1.8 million.
Interest expense for fiscal 2025 also includes financing costs related to certain inventory (subject to repurchase) in connection with a supply agreement. Interest expense in the preceding table for fiscal years 2025 and 2024 is net of capitalized interest of $3.9 million and $2.9 million, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+2 added−1 removed1 unchanged
Biggest changeRefer to Note 8 of the Notes to Consolidated Financial Statements for further information. Commodity Price Risk We routinely use precious metals in the manufacture of our products. Supplies for such commodities may from time to time become restricted, or general market factors and conditions may affect the pricing of such commodities.
Biggest changeSupplies for such commodities may from time to time become restricted, or general market factors and conditions may affect the pricing of such commodities. We also have an active reclamation process to capture any unused gold.
We manage these Underlying Exposures through operational means, balance sheet management, as well as through the use of various financial instruments when deemed appropriate. The method and extent to which we are able to reduce the financial impact related to the Underlying Exposures may vary over time.
We manage these Underlying Exposures through operational means and balance sheet management, as well as through the use of various financial instruments when deemed appropriate. The method and extent to which we are able to reduce the financial impact related to the Underlying Exposures may vary over time.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Financial Risk Management The primary objective of our financial risk management activities is to reduce the negative financial impact resulting from changes in interest rates, foreign currency exchange rates, equity prices and commodity prices (the "Underlying Exposures").
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Financial Risk Management The primary objective of our financial risk management activities is to reduce the negative financial impact resulting from changes in interest rates, foreign currency exchange rates and commodity prices (the "Underlying Exposures").
Similarly, there can be no assurance that our financial risk management activities will be successful in mitigating the financial impact resulting from movements in the Underlying Exposures. Interest Rate Risk We may be exposed to interest rate risk via the terms of the 2024 Revolving Facility.
Similarly, there can be no assurance that our financial risk management activities will be successful in mitigating the financial impact resulting from movements in the Underlying Exposures. Interest Rate Risk We may be exposed to interest rate risk via the terms of the Revolving Facility.
If the U.S. dollar weakens compared to these and other currencies, our operating expenses for 46 Table of Contents foreign operations will be higher when remeasured back into U.S. dollars. We seek to manage our foreign currency exchange risk in part through operational means.
If the U.S. dollar weakens compared to these and other currencies, our operating expenses for foreign operations will be higher when remeasured back into U.S. dollars. We seek to manage our foreign currency exchange risk in part through operational means.
The functional currency for most of our international operations is the U.S. dollar. We have foreign operations in Asia, Central America and Europe, and a substantial portion of our revenue is derived from sales to customers outside the U.S. Our international revenue is primarily denominated in U.S. dollars.
We have foreign operations in Asia, Central America and Europe, and a significant portion of our revenue is derived from sales to customers outside the U.S. Our international revenue is primarily denominated in U.S. dollars.
We also have an active reclamation process to capture any unused gold. While we attempt to mitigate the risk of increases in commodities-related costs, there can be no assurance that we will be able to successfully safeguard against potential short-term and long-term commodity price fluctuations. 47 Table of Contents
While we attempt to mitigate the risk of increases in commodity-related costs, there can be no assurance that we will be able to successfully safeguard against potential short-term and long-term commodity price fluctuations. 48 Table of Contents
If the U.S. dollar declined in value 10% in relation to the re-measured foreign currency instruments, our net income would have decreased by approximately $5.9 million in fiscal 2024. If the U.S. dollar increased in value 10% in relation to the re-measured foreign currency instruments, our net income would have increased by approximately $4.8 million in fiscal 2024.
All other factors were held constant. If the U.S. dollar declined in value 10% in relation to the re-measured foreign currency instruments, our net income would have decreased by approximately $1.5 million in fiscal 2025.
If the 2024 Revolving Facility were to be drawn, it would bear interest at a variable rate. Refer to Note 10 of the Notes to Consolidated Financial Statements for further information. As of March 30, 2024, we did not have any outstanding borrowings under any revolving facility.
If the Revolving Facility were to be drawn, it would bear interest at a variable rate. Refer to Note 9 of the Notes to Consolidated Financial Statements for further information.
Foreign Currency Exchange Rate Risk As a global company, our results are affected by movements in currency exchange rates. Our exposure may increase or decrease over time as our foreign business levels fluctuate in the countries where we have operations, and these changes could have a material impact on our financial results.
Our exposure may increase or decrease over time as our foreign business levels fluctuate in the countries where we have operations, and these changes could have a material impact on our financial results. The functional currency for most of our international operations is the U.S. dollar.
In this sensitivity analysis, we assumed that the change in one currency's rate relative to the U.S. dollar would not have an effect on other currencies' rates relative to the U.S. dollar. All other factors were held constant.
Our financial instrument holdings, including foreign receivables, cash and payables at March 29, 2025, were analyzed to determine their sensitivity to foreign exchange rate changes. In this sensitivity analysis, we assumed that the change in one currency's rate relative to the U.S. dollar would not have an effect on other currencies' rates relative to the U.S. dollar.
For fiscal 2024, we incurred a foreign currency gain of $0.4 million as compared to a loss of $0.6 million in fiscal 2023, which is recorded in "Other income, net." Our financial instrument holdings, including foreign receivables, cash and payables at March 30, 2024, were analyzed to determine their sensitivity to foreign exchange rate changes.
For fiscal 2025, we incurred a foreign currency loss of $0.3 million as compared to a gain of $0.4 million in fiscal 2024, which is recorded in "Other income, net" in the Consolidated Statements of Operations.
Removed
Equity Price Risk Our marketable equity investments in publicly traded companies are subject to equity market price risk. Accordingly, a fluctuation in the price of each equity security could have an adverse impact on the fair value of our investments. As of March 30, 2024, our marketable equity investments were immaterial.
Added
As of March 29, 2025, we did not have any outstanding borrowings under the Revolving Facility. 47 Table of Contents Foreign Currency Exchange Rate Risk As a global company, our results are affected by movements in currency exchange rates.
Added
If the U.S. dollar increased in value 10% in relation to the re-measured foreign currency instruments, our net income would have increased by approximately $1.2 million in fiscal 2025. Commodity Price Risk We routinely use precious metals in the manufacture of our products.

Other QRVO 10-K year-over-year comparisons