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United States securities and exchange commission logo
February 3, 2024
Grant Brown
Chief Financial Officer
Qorvo, Inc.
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
Re: Qorvo, Inc.
Form 10-K for the
Fiscal Year Ended April 1, 2023
Filed May 19, 2023
File No. 001-36801
Dear Grant Brown:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 1, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 35
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify, where possible, the extent
to which each factor
contributed to the overall change in that line item, including any
offsetting factors. If
specific quantitative impacts are known, refrain from using relative
terms, such as
"primarily" and partially offset by. In addition, where you identify
intermediate causes of
changes in your operating results, also describe in sufficient detail
the reasons underlying
the intermediate causes. In particular, apply this comment to your
discussions of gross
margin and segment revenues and operating income. Ensure your
narrative better
enables investors to see the company through the eyes of management and
provides information
about the quality of, and potential variability of, your earnings and
cash flows, so that
investors can ascertain the likelihood that past performance is
indicative of future
performance. See Item 303 of Regulation S-K and SEC Release No.
Grant Brown
Qorvo, Inc.
February 3, 2024
Page 2
33-8350.
Critical Accounting Estimates
Goodwill Impairment Testing, page 43
2. For any reporting units with estimated fair values that do not
substantially exceed their
carrying values, please provide the following disclosures in order for
investors to better
assess the sensitivity of your goodwill to future impairment:
The percentage by which fair value exceeded carrying value as of
the date of the most
recent impairment test;
The amount of goodwill allocated to the reporting unit;
A description of the methods and key assumptions used and how the
key assumptions
were determined;
A discussion of the degree of uncertainty associated with the key
assumptions. The
discussion regarding uncertainty should provide specifics to the
extent possible (e.g.,
the valuation model assumes recovery from a business downturn
within a defined
period of time); and
A description of potential events and/or changes in circumstances
that could
reasonably be expected to negatively affect the key assumptions.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254
with any questions.
FirstName LastNameGrant Brown Sincerely,
Comapany NameQorvo, Inc.
Division of
Corporation Finance
February 3, 2024 Page 2 Office of
Manufacturing
FirstName LastName