##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-23193
      APPLIED MICRO CIRCUITS
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
      Delaware(State or other jurisdiction
    of
    incorporation or organization)

94-2586591(I.R.S. Employer
    Identification No.)215 Moffett Park Drive, Sunnyvale, CA(Address of principal
    executive offices)

94089(zip
    code)   Registrants telephone number, including area code:
 (408) 542-8600
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.01 par value

The Nasdaq Stock Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2).  Yes o þ
      Documents
    Incorporated by Reference
  Form 10-K:




---



##### 





APPLIED
    MICRO CIRCUITS CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED
    MARCH 31, 2009
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


28Item 2.


Properties


28Item 3.


Legal Proceedings


29Item 4.


Submission of Matters to a Vote of Security
    Holders


29PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


29Item 6.


Selected Financial Data


32Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


33Item 7A.


Quantitative and Qualitative Disclosure about
    Market Risk


56Item 8.


Financial Statements and Supplementary Data


57Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


57Item 9A.


Controls and Procedures


57Item 9B.


Other Information


60PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


60Item 11.


Executive Compensation


60Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


60Item 13.


Certain Relationships and Related Transactions


60Item 14.


Principal Accountant Fees and Services


60PART IVItem 15.


Exhibits and Financial Statement Schedules


61Signatures


64Financial Statements


F-1EX-10.62EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



CAUTIONARY
    STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
    Form 10-K,
 PART I  Item 1.
    Business.  408-542-8600.
  Overview
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
 1




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1-800-SEC-0330.
  Industry
    Background
  The
    Communications Industry
  video-on-demand, e-commerce,
   2




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The
    Storage Industry
      Managements Discussion and Analysis of
    Financial Condition and Results of Operations
  AMCC
    Strategy
  IP-based
   3




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Processing
  IP-based
  Transporting
        Storing
    Managements Discussion
    and Analysis of Financial Conditions and Results of Operations
  Products
    and Customers
  Integrated
    Communications Products
   4




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Physical Layer Products:
    Framer and Mapper Products:
  Embedded Processor Products: IP-based
  Packet Processing Products:
  Cell Switching Products:
 5




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Storage
    Products
  Managements Discussion and Analysis of
    Financial Conditions and Results of Operations
    RAID Controllers:
  Technology
        Managements
    Discussion and Analysis of Financial Conditions and Results of
    Operations
 6




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##### Table of Contents



Research
    and Development
        Managements Discussion and Analysis of
    Financial Conditions and Results of Operations
  Manufacturing
  Manufacturing
    of Integrated Circuits
    Wafer
    Fabrication
    Assembly
    and Testing
   7




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Manufacturing
    of Printed Circuit Board Assemblies
    Sales and
    Marketing
    Managements Discussion and Analysis of
    Financial Condition and Results of Operations
  Backlog
    Competition
     8




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Proprietary
    Rights
        Environmental
    Matters
    Employees
   9




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Managements Discussion
    and Analysis of Financial Conditions and Results of Operations
  Executive
    Officers of the Registrant
    Name

Age

PositionKambiz Hooshmand


47


President and Chief Executive Officer, Member of the Board of
    DirectorsParamesh Gopi


40


Senior Vice President and Chief Operating Officer, Member of the
    Board of DirectorsRobert G. Gargus


57


Senior Vice President and Chief Financial OfficerShiva K. Natarajan


43


Vice President, Corporate Controller and Chief Accounting OfficerCynthia Moreland


49


Vice President, General Counsel and SecretaryHector Berardi


44


Vice President, OperationsRoger Wendelken


42


Vice President, World Wide SalesMichael Major


52


Vice President, Human Resources   Kambiz Hooshmand
  Dr. Paramesh Gopi
  Robert G. Gargus
 10




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Shiva K. Natarajan
  Cynthia J. Moreland
  Hector Berardi
  Roger Wendelken
  Michael Major
 11




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Item 1A.  Risk
    Factors.  RISK
    FACTORS
  Before deciding to invest in us or to maintain or increase
    your investment, you should carefully consider the risks
    described below, in addition to the other information contained
    in this report and in our other filings with the SEC. We update
    our descriptions of the risks and uncertainties facing us in our
    periodic reports filed with the SEC. The risks and uncertainties
    described below and in our other filings are not the only ones
    facing us. Additional risks and uncertainties not presently
    known to us or that we currently deem immaterial may also affect
    our business. If any of these known or unknown risks or
    uncertainties actually occurs, our business, financial condition
    and results of operations could be seriously harmed. In that
    event, the market price for our common stock could decline and
    you may lose your investment.
  The
    current economic crisis and uncertain political conditions could
    harm our revenues, operating results and financial
    condition.
           12




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Our
    operating results may fluctuate because of a number of factors,
    many of which are beyond our control.
    
    communications, information technology and semiconductor
    industry conditions;
    fluctuations in the timing and amount of customer requests for
    product shipments;
    the reduction, rescheduling or cancellation of orders by
    customers, including as a result of slowing demand for our
    products or our customers products or over-ordering of our
    products or our customers products;
    changes in the mix of products that our customers buy;
    the gain or loss of one or more key customers or their key
    customers, or significant changes in the financial condition of
    one or more of our key customers or their key customers;
    our ability to introduce, certify and deliver new products and
    technologies on a timely basis;
    the announcement or introduction of products and technologies by
    our competitors;
    competitive pressures on selling prices;
    the ability of our customers to obtain components from their
    other suppliers;
    market acceptance of our products and our customers
    products;
    fluctuations in manufacturing output, yields or other problems
    or delays in the fabrication, assembly, testing or delivery of
    our products or our customers products;
    increases in the costs of products or discontinuance of products
    by suppliers;
    the availability of external foundry capacity, contract
    manufacturing services, purchased parts and raw materials
    including packaging substrates;
    problems or delays that we and our foundries may face in
    shifting the design and manufacture of our future generations of
    IC products to smaller geometry process technologies and in
    achieving higher levels of design and device integration;
    the amounts and timing of costs associated with warranties and
    product returns;
    the amounts and timing of investments in research and
    development;
    the amounts and timing of the costs associated with payroll
    taxes related to stock option exercises or settlement of
    restricted stock units;
    costs associated with acquisitions and the integration of
    acquired companies, products and technologies;
    the impact of potential one-time charges related to purchased
    intangibles;
    our ability to successfully integrate acquired companies,
    products and technologies;
    the impact on interest income of a significant use of our cash
    for an acquisition, stock repurchase or other purpose;
    the effects of changes in interest rates or credit worthiness on
    the value and yield of our short-term investment portfolio;
    costs associated with compliance with applicable environmental,
    other governmental or industry regulations including costs to
    redesign products to comply with those regulations or lost
    revenue due to failure to comply in a timely manner;
    the effects of changes in accounting standards; 13




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
    costs associated with litigation, including without limitation,
    attorney fees, litigation judgments or settlements, relating to
    the use or ownership of intellectual property or other claims
    arising out of our operations;
    our ability to identify, hire and retain senior management and
    other key personnel;
    the effects of war, acts of terrorism or global threats, such as
    disruptions in general economic activity and changes in
    logistics and security arrangements; and
    global economic recession and industry conditions.  Our
    business, financial condition and operating results would be
    harmed if we do not achieve anticipated revenues.
    
    the reduction, rescheduling or cancellation of customer orders;
    declines in the average selling prices of our products;
    delays when our customers are transitioning from old products to
    new products;
    a decrease in demand for our products or our customers
    products;
    a decline in the financial condition or liquidity of our
    customers or their customers;
    delays in the availability of our products or our
    customers products;
    the failure of our products to be qualified in our
    customers systems or certified by our customers;
    excess inventory of our products held by our customers,
    resulting in a reduction in their order patterns as they work
    through the excess inventory of our products;
    fabrication, test, product yield, or assembly constraints for
    our products that adversely affect our ability to meet our
    production obligations;
    the failure of one of our subcontract manufacturers to perform
    its obligations to us;
    our failure to successfully integrate acquired companies,
    products and technologies;
    shortages of raw materials or production capacity constraints
    that lead our suppliers to allocate available supplies or
    capacity to other customers, which may disrupt our ability to
    meet our production obligations; and
    global economic recession and industry conditions.       14




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Our
    business substantially depends upon the continued growth of the
    technology sector and the Internet.
    The
    loss of one or more key customers, the diminished demand for our
    products from a key customer, or the failure to obtain
    certifications from a key customer or its distribution channel
    could significantly reduce our revenues and
    profits.
      
    customers may stop incorporating our products into their own
    products with limited notice to us and may suffer little or no
    penalty as a result of such action;
    customers or prospective customers may not incorporate our
    products into their future product designs;
    design wins (as explained below) with customers or prospective
    customers may not result in sales to such customers;
    the introduction of new products by customers may occur later or
    be less successful in the market than planned;
    we may successfully design a product to customer specifications
    but the customer may not be successful in the market;
    sales of customer product lines incorporating our products may
    rapidly decline or such product lines may be phased out;
    our agreements with customers typically are non-exclusive and do
    not require them to purchase a minimum quantity of our products;
    many of our customers have pre-existing relationships with our
    current or potential competitors that may cause our customers to
    switch from using our products to using competing products;
    some of our OEM customers may develop products internally that
    would replace our products;
    we may not be able to successfully develop relationships with
    additional network equipment vendors;
    our relationships with some of our larger customers may deter
    other potential customers (who compete with these customers)
    from buying our products;
    the impact of terminating certain sales representatives or sales
    personnel as a result of a Company workforce reduction or
    otherwise; and
    some of our customers and prospective customers may become less
    viable or fail. 15




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There
    is no guarantee that design wins will become actual orders and
    sales.
    Any
    significant order cancellations or order deferrals could cause
    unplanned inventory growth resulting in excess inventory which
    may adversely affect our operating results.
        Our
    customers products typically have lengthy design cycles. A
    customer may decide to cancel or change its product plans, which
    could cause us to lose anticipated sales.
   16




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An
    important part of our strategy is to focus on the markets for
    communications equipment. If we change strategy or are unable to
    further expand our share of these markets or react timely or
    properly to emerging trends, our revenues may not grow and could
    decline.
              Our
    business strategy may contemplate the acquisition of other
    companies, products and technologies. Merger and acquisition
    activities involve numerous risks and we may not be able to
    address these risks successfully without substantial expense,
    delay or other operational or financial problems.
    
    potential dilution to our stockholders;
    use of a significant portion of our cash reserves;
    diversion of managements attention;
    failure to retain or integrate key personnel;
    difficulty in completing an acquired companys in-process
    research or development projects;
    amortization of acquired intangible assets and deferred
    compensation;
    customer dissatisfaction or performance problems with an
    acquired companys products or services; 17




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
    costs associated with acquisitions or mergers;
    difficulties associated with the integration of acquired
    companies, products or technologies;
    difficulties competing in markets that are unfamiliar to us;
    ability of the acquired companies to meet their financial
    projections; and
    assumption of unknown liabilities, or other unanticipated events
    or circumstances.      Our
    industry and markets are subject to consolidation, which may
    result in stronger competitors, fewer customers and reduced
    demand.
    Our
    operating results are subject to fluctuations because we rely
    heavily on international sales.
    
    foreign currency exchange fluctuations;
    changes in regulatory requirements;
    tariffs, rising protectionism and other barriers;
    timing and availability of export licenses;
    political and economic instability;
    difficulties in accounts receivable collections;
    difficulties in staffing and managing foreign operations;
    difficulties in managing distributors; 18




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
    difficulties in obtaining governmental approvals for
    communications and other products;
    reduced or uncertain protection for intellectual property rights
    in some countries;
    longer payment cycles to collect accounts receivable in some
    countries;
    burdens of complying with a wide variety of complex foreign laws
    and treaties;
    potentially adverse tax consequences; and
    a worsening economic condition that may trail any improvements
    in the United States.        Our
    cash and cash equivalents and portfolio of short-term
    investments and long-term marketable securities are exposed to
    certain market risks.
    Our
    restructuring activities could result in management
    distractions, operational disruptions and other
    difficulties.
   19




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Our
    markets are subject to rapid technological change, so our
    success depends heavily on our ability to develop and introduce
    new products.
    
    rapidly changing technologies;
    evolving and competing industry standards;
    changing customer needs;
    frequent introductions of new products and enhancements;
    increased integration with other functions;
    long design and sales cycles;
    short product life cycles; and
    intense competition.      The
    markets in which we compete are highly competitive, and we
    expect competition to increase in these markets in the
    future.
    
    our ability to partner with OEM and channel partners who are
    successful in the market;
    success in designing and subcontracting the manufacture of new
    products that implement new technologies;
    product quality, interoperability, reliability, performance and
    certification;
    customer support;
    time-to-market; 20




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
    price;
    production efficiency;
    design wins;
    expansion of production of our products for particular systems
    manufacturers;
    end-user acceptance of the systems manufacturers products;
    market acceptance of competitors products; and
    general economic conditions.      Our
    dependence on third-party manufacturing and supply relationships
    increases the risk that we will not have an adequate supply of
    products to meet demand or that our cost of materials will be
    higher than expected.
    
    reduced control over delivery schedules and quality;
    inadequate manufacturing yields and excessive costs;
    difficulties selecting and integrating new subcontractors;
    potential lack of adequate capacity during periods of excess
    demand;
    limited warranties on products supplied to us;
    potential increases in prices;
    potential instability in countries where third-party
    manufacturers are located; and
    potential misappropriation of our intellectual property.   21




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Our
    operating results depend on manufacturing output and yields of
    our ICs and printed circuit board assemblies, which may not meet
    expectations.
    work-in-process
 22




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We may
    experience difficulties in transitioning to smaller geometry
    process technologies or in achieving higher levels of design
    integration and that may result in reduced manufacturing yields,
    delays in product deliveries and increased
    expenses.
    product-by-product
  We
    must develop or otherwise gain access to improved IC process
    technologies.
    The
    complexity of our products may lead to errors, defects and bugs,
    which could negatively impact our reputation with customers and
    result in liability.
      
    additional development costs;
    loss of, or delays in, market acceptance;
    diversion of technical and other resources from our other
    development efforts;
    claims by our customers or others against us; and
    loss of credibility with our current and prospective customers.   23




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If our
    internal control over financial reporting is not considered
    effective, our business and stock price could be adversely
    affected.
  Form 10-K
    and/or
  Our
    leadership transition may not go smoothly and could adversely
    impact our future operations.
    Our
    future success depends in part on the continued service of our
    key senior management, design engineering, sales, marketing, and
    manufacturing personnel, our ability to identify, hire and
    retain additional, qualified personnel and successful succession
    planning.
     24




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Our
    ability to supply a sufficient number of products to meet demand
    could be severely hampered by a shortage of water, electricity
    or other supplies, or by natural disasters or other
    catastrophes.
          We
    could incur substantial fines or litigation costs associated
    with our storage, use and disposal of hazardous
    materials.
    Environmental
    laws and regulations could cause a disruption in our business
    and operations.
   25




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Any
    acquisitions we make could disrupt our business and harm our
    results of operations and financial condition.
    
    problems combining or integrating the purchased operations,
    technologies or products;
    unanticipated costs;
    diversion of managements attention from our core business;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have limited
    or no prior experience; and
    potential loss of key employees, particularly those of the
    acquired organizations.    
    issue stock that would dilute our current stockholders
    percentage ownership;
    incur debt;
    assume liabilities;
    incur amortization or impairment expenses related to goodwill
    and other intangible assets; or
    incur large and immediate write-offs.    Any
    dispositions we make could disrupt our business and harm our
    results of operations and financial condition.
    
    problems carving out or disposing of assets, operations,
    technologies and products;
    the disposal of such assets or businesses could have an
    unanticipated adverse effect on the remaining business;
    unanticipated costs;
    diversion of managements attention from core ongoing
    operations;
    potential adverse effects on existing business relationships
    with suppliers and customers; and 26




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
    if we do not structure the disposition properly and scale
    expenses according to the size of the remaining business, we
    could continue to incur expenses that could be unsustainable
    given the scope of the remaining business.  We may
    not be able to protect our intellectual property
    adequately.
        We
    could be harmed by litigation involving patents, proprietary
    rights or other claims.
       27




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Our
    stock price is volatile.
    
    our anticipated or actual operating results;
    announcements or introductions of new products by us or our
    competitors;
    anticipated or actual operating results of our customers, peers
    or competitors;
    technological innovations or setbacks by us or our competitors;
    conditions in the semiconductor, communications or information
    technology markets;
    the commencement or outcome of litigation or governmental
    investigations;
    changes in ratings and estimates of our performance by
    securities analysts;
    announcements of merger or acquisition transactions;
    management changes;
    our inclusion in certain stock indices; and
    other events or factors.    The
    anti-takeover provisions of our certificate of incorporation and
    of the Delaware general corporation law may delay, defer or
    prevent a change of control.
    If we
    issue additional shares of stock in the future, it may have a
    dilutive effect on our stockholders.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.   28




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Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  1-for-4
  Fiscal Year Ended March 31, 2009

High


LowFirst Quarter

$
9.86


$
7.55Second Quarter

$
8.72


$
5.77Third Quarter

$
5.74


$
3.17Fourth Quarter

$
5.39


$
3.25   Fiscal Year Ended March 31, 2008

High


LowFirst Quarter

$
14.32


$
10.00Second Quarter

$
12.72


$
9.64Third Quarter

$
13.68


$
8.74Fourth Quarter

$
8.87


$
6.61     Dividend
    Policy
   29




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Recent
    Sales of Unregistered Securities
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Issuer
    Purchases of Equity Securities
     30




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COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among Applied Micro Circuits Corporation
  
   *
    
    Represents a hypothetical $100 investment on March 31, 2004
    in stock or index-including reinvestment of dividends.  Fiscal Year Ended March 31,2004

2005

2006

2007

2008

2009Applied Micro Circuits Corporation


100.00



57.44



71.28



63.92



31.44



21.28S&P 500


100.00



106.69



119.20



133.31



126.54



78.34NASDAQ Composite


100.00



101.44



120.49



127.08



118.90



78.48NASDAQ Telecommunications


100.00



88.73



116.07



122.33



112.19



75.49NASDAQ Electronic Components


100.00



83.84



93.40



86.25



84.44



56.29   The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
   31




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Item 6.
    Selected
    Financial Data.    Year Ended March 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Consolidated Statement of Operations Data:Net revenues

$
214,216


$
194,115


$
242,478


$
214,621


$
220,237Cost of revenues


101,070



98,756



115,794



94,720



104,466Gross profit


113,146



95,359



126,684



119,901



115,771Operating expenses:Research and development


84,687



86,117



81,266



78,442



109,315Selling, general and administrative


50,097



52,037



58,418



53,503



56,971Acquired in-process research and development










13,300







5,400Amortization of purchased intangible assets


4,020



4,061



3,735



3,328



5,600Restructuring charges, net


8,623



2,958



1,291



12,602



9,622Option investigation, net


80



1,072



5,344







Purchased intangible asset impairment charges


















27,330Goodwill impairment charges


222,972











49,723



Litigation settlement, net


130



1,125











29,250Total operating expenses


370,609



147,370



163,354



197,598



243,488Operating loss


(257,463
)


(52,011
)


(36,670
)


(77,697
)


(127,717
)Interest income (expense), net and 
    other-than-temporary impairment


(8,073
)


8,635



13,125



15,617



18,699Other income, net


492



1,944



250



256



Loss from continuing operations before income taxes


(265,044
)


(41,432
)


(23,295
)


(61,824
)


(109,018
)Income tax expense (benefit)


(3,946
)


3,773



333



(521
)


2,483Loss from continuing operations


(261,098
)


(45,205
)


(23,628
)


(61,303
)


(111,501
)Loss from discontinued operations, net of taxes


(48,235
)


(69,916
)


(580
)


(87,069
)


(15,872
)Net loss

$
(309,333
)

$
(115,121
)

$
(24,208
)

$
(148,372
)

$
(127,373
)Basic and diluted net loss per share:Net loss from continuing operations per share

$
(4.00
)

$
(0.67
)

$
(0.33
)

$
(0.82
)

$
(1.44
)Net loss from discontinued operations per share


(0.74
)


(1.03
)


(0.01
)


(1.15
)


(0.21
)Net loss per share

$
(4.74
)

$
(1.70
)

$
(0.34
)

$
(1.97
)

$
(1.65
)Shares used in calculating basic and diluted net loss per share


65,271



67,775



71,076



75,210



77,364   March 31,2009


2008


2007


2006


2005Consolidated Balance Sheet Data:Working capital

$
204,933


$
173,580


$
307,764


$
337,612


$
396,921Goodwill and intangible assets, net


32,965



320,155



415,644



381,066



534,514Total assets


324,610



632,847



816,512



825,426



1,102,395Total stockholders equity

$
283,970


$
580,712


$
760,822


$
762,808


$
977,198  32




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    
    Caution concerning forward-looking
    statements.  This section discusses how
    forward-looking statements made by us in the MD&A and
    elsewhere in this report are based on managements present
    expectations about future events and are inherently susceptible
    to uncertainty and changes in circumstances.
    Overview.  This section provides an
    introductory overview and context for the discussion and
    analysis that follows in the MD&A.
    Critical accounting policies.  This section
    discusses those accounting policies that are both considered
    important to our financial condition and operating results and
    require significant judgment and estimates on the part of
    management in their application.
    Results of operations.  This section provides
    an analysis of our results of operations for the three fiscal
    years ended March 31, 2009. A brief description is provided
    of transactions and events that impact the comparability of the
    results being analyzed.
    Financial condition and liquidity.  This
    section provides an analysis of our cash position and cash
    flows, as well as a discussion of our financing arrangements and
    financial commitments.
    Subsequent events.  This section provides
    information on significant events that occurred after the end of
    the fiscal year presented in this annual report.  CAUTION
    CONCERNING FORWARD-LOOKING STATEMENTS
    OVERVIEW
   33




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Conditions and Results of
    Operations
      Fiscal Year Ended March 31,2009


2008% of Net





% of Net


Increase


%Amount


Revenue


Amount


Revenue


(Decrease)


ChangeNet revenues

$
214,216



100.0
%

$
194,115



100.0
%

$
20,101



10.4
%Cost of revenues


101,070



47.2



98,756



50.9



2,314



2.3Gross profit


113,146



52.8



95,359



49.1



17,787



18.7Total operating expenses


370,609



173.0



147,370



75.9



223,239



151.5Operating loss


(257,463
)


(120.2
)


(52,011
)


(26.8
)


(205,452
)


(395.0
)Interest and other income (expense), net


(7,581
)


(3.5
)


10,579



5.4



(18,160
)


(171.7
)Loss from continuing operations before income taxes


(265,044
)


(123.7
)


(41,432
)


(21.4
)


(223,612
)


(539.7
)Income tax expense (benefit)


(3,946
)


(1.8
)


3,773



2.0



(7,719
)


(204.6
)Loss from continuing operations


(261,098
)


(121.9
)


(45,205
)


(23.4
)


(215,893
)


(477.6
)Loss from discontinued operations, net of taxes


(48,235
)


(22.5
)


(69,916
)


(36.0
)


21,681



31.0Net loss

$
(309,333
)


(144.4
)%

$
(115,121
)


(59.4
)%

$
(194,212
)


(168.7
)%  34




---



##### Table of Contents



Fiscal Year Ended March 31,2008


2007% of Net





% of Net


Increase


%Amount


Revenue


Amount


Revenue


(Decrease)


ChangeNet revenues

$
194,115



100.0
%

$
242,478



100.0
%

$
(48,363
)


(19.9
)%Cost of revenues


98,756



50.9



115,794



47.8



(17,038
)


(14.7
)Gross profit


95,359



49.1



126,684



52.2



(31,325
)


(24.7
)Total operating expenses


147,370



75.9



163,354



67.4



(15,984
)


(9.8
)Operating loss


(52,011
)


(26.8
)


(36,670
)


(15.2
)


(15,341
)


(41.8
)Interest and other income, net


10,579



5.4



13,375



5.5



(2,796
)


(20.9
)Loss from continuing operations before income taxes


(41,432
)


(21.4
)


(23,295
)


(9.7
)


(18,137
)


(77.9
)Income tax expense


3,773



2.0



333



0.1



3,440



1,033.0Loss from continuing operations


(45,205
)


(23.4
)


(23,628
)


(9.8
)


(21,577
)


(91.3
)Loss from discontinued operations, net of taxes


(69,916
)


(36.0
)


(580
)


(0.2
)


(69,336
)


(11,954.5
)Net loss from continuing operations

$
(115,121
)


(59.4
)%

$
(24,208
)


(10.0
)%

$
(90,913
)


(375.5
)%       Fiscal Years Ended March 31,2009


2008


2007% of Net





% of Net





% of NetAmount


Revenue


Amount


Revenue


Amount


RevenueNet revenues

$
39,849



100.0
%

$
52,031



100.0
%

$
50,374



100.0
%Cost of revenues


24,437



61.3



27,912



53.6



24,920



49.5Gross profit


15,412



38.7



24,119



46.4



25,454



50.5Total operating expenses


63,575



159.5



94,084



180.8



25,965



51.5Loss from discontinued operations before income taxes


(48,163
)


(120.8
)


(69,965
)


(134.4
)


(511
)


(1.0
)Income tax expense (benefit)


72



0.2



(49
)


(0.1
)


69



0.2Net loss from discontinued operations

$
(48,235
)


(121.0
)%

$
(69,916
)


(134.3
)%

$
(580
)


(1.2
)%   Net Revenues.
 35




---



##### Table of Contents




    the timing, rescheduling or cancellation of significant customer
    orders and our ability, as well as the ability of our customers,
    to manage inventory corrections;
    the qualification, availability and pricing of competing
    products and technologies and the resulting effects on sales and
    pricing of our products.
    our ability to specify, develop or acquire, complete, introduce,
    and market new products and technologies in a cost effective and
    timely manner;
    the rate at which our present and future customers and end-users
    adopt our products and technologies in our target markets;
    general economic and market conditions in the semiconductor
    industry and communications markets, including the current
    global economic recession;
    combinations of companies in our customer base, resulting in the
    combined company choosing our competitors IC
    standardization other than our supported product platforms;
    the gain or loss of one or more key customers, or their key
    customers, or significant changes in the financial condition of
    one or more of our key customers or their key customers.      2009


2008


2007Avnet (distributor)


25
%


26
%


27
%Hon Hai (sub-contract manufacturer)



*


10
%



*     *
    
    Less than 10% of total net revenues for period indicated.   36




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##### Table of Contents



Fiscal Years Ended March 31,2009


2008


2007United States of America

$
63,619


$
54,842


$
95,039Other North America


16,678



23,443



24,113Europe


34,108



28,154



35,923Asia


98,777



86,609



86,342Other


1,034



1,067



1,061$
214,216


$
194,115


$
242,478     Sale of our 3ware storage adapter business.
      Goodwill Impairment Charge. Accounting for the
    Impairment or Disposal of Long-Lived Assets Goodwill and Other Intangible
    Assets
 37




---



##### Table of Contents



Net Loss.
  
    stock-based compensation expense;
    amortization of purchased intangibles;
    acquired in-process research and development;
    litigation settlement costs;
    restructuring charges;
    combinations of companies within our customer base;
    purchased intangible asset impairment charges;
    other-than-temporary
    impairment of short-term investments and marketable
    securities; and
    income tax expense (benefit).    CRITICAL
    ACCOUNTING POLICIES
     38




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##### Table of Contents



Inventory
    Valuation and Warranty Liabilities
  part-by-part
    Goodwill
    and Intangible Asset Valuation
     39




---



##### Table of Contents



Investments
  other-than-temporary Accounting for Certain Investments in Debt and Equity
    Securitie other-than-temporary.
 40




---



##### Table of Contents



other-than-temporary other-than-temporary other-than-temporary other-than-temporarily other-than-temporary other-than-temporary
  Fair
    Value of Financial Instruments
  Fair Value Measurements
  No. FAS 157-2, Effective Date of FASB Statement No. 157
  Level 1
  Level 2
  Level 3
     41




---



##### Table of Contents



157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
  FSP 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 FSP 157-4
  Restructuring
    Charges
    Valuation
    of Deferred Income Taxes
   42




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##### Table of Contents



Stock-Based
    Compensation Expense
  Share-Based Payment
  Revenue
    Recognition
  Revenue Recognition
    Allowance
    for Bad Debts
   43




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of the Fiscal Year Ended March 31, 2009 to the Fiscal Year
    Ended March 31, 2008
  Net Revenues.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeProcess

$
121,125



56.5
%

$
106,665



54.9
%

$
14,460



13.6
%Transport


93,091



43.5



87,450



45.1



5,641



6.5$
214,216



100.0
%

$
194,115



100.0
%

$
20,101



10.4
%     Gross Profit.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeNet revenues

$
214,216



100.0
%

$
194,115



100.0
%

$
20,101



10.4
%Cost of revenues


101,070



47.2



98,756



50.9



2,314



2.3Gross profit

$
113,146



52.8
%

$
95,359



49.1
%

$
17,787



18.7
%      44




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##### Table of Contents



Fiscal Years Ended March 31,2009


2008Net revenues

$
39,849


$
52,031Cost of revenues


24,437



27,912Gross profit

$
15,412


$
24,119     Research and Development and Selling, General and
    Administrative Expenses.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeResearch and development

$
84,687



39.5
%

$
86,117



44.4
%

$
(1,430
)


(1.7
)%Selling, general and administrative

$
50,097



23.4
%

$
52,037



26.8
%

$
(1,940
)


(3.7
)%   Research and Development.
  Selling, General and Administrative.
    Fiscal Years Ended March 31,2009


2008Research and development

$
11,470


$
11,433Selling, general and administrative

$
9,561


$
9,870  45




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##### Table of Contents



Stock-Based Compensation.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeCosts of revenues

$
442



0.2
%

$
550



0.3
%

$
(108
)


(19.6
)%Research and development


3,845



1.8



4,035



2.1



(190
)


(4.7
)Selling, general and administrative


4,954



2.3



5,471



2.8



(517
)


(9.4
)$
9,241



4.3
%

$
10,056



5.2
%

$
(815
)


(8.1
)%       Goodwill Impairment Charges.
 46




---



##### Table of Contents



Restructuring Charges, Net.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeRestructuring charges

$
8,623



4.0
%

$
2,958



1.5
%

$
5,665



191.5
%       Option Investigation, Net.
  Litigation Settlement, Net.
  Interest and Other Income, Net.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeInterest income (expense), net and
    other-than-temporary
    impairment

$
(8,073
)


3.8
%

$
8,635



4.4
%

$
(16,708
)


(193.5
)%Other income, net

$
492



0.2
%

$
1,944



1.0
%

$
(1,452
)


(74.7
)%   Interest Income (Expense) Net and
    Other-Than-Temporary
    Impairment. other-than-temporary
 47




---



##### Table of Contents



Other Income, Net.
  Income Taxes.
  Fiscal Years Ended March 31,2009


2008% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeIncome tax expense (benefit)

$
(3,946
)


(1.8
)%

$
3,773



2.0
%

$
(7,719
)


(204.6
)%       Discontinued Operations. Managements Discussion and
    Analysis of Financial Conditions and Results of Operations
 48




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##### Table of Contents



3WARE
    STORAGE ADAPTER BUSINESS
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Years Ended March 31,2009


2008(In thousands, exceptper share data)Net revenues

$
39,849


$
52,031Cost of revenues


24,437



27,912Gross profit


15,412



24,119Operating expenses:Research and development


11,470



11,433Selling, general and administrative


9,561



9,870Amortization of purchased intangible assets


1,260



1,260Restructuring charges, net


126



27Goodwill impairment charges


41,158



71,494Total operating expenses


63,575



94,084Loss from discontinued operations before income taxes


(48,163
)


(69,965
)Income tax expense (benefit)


72



(49
)Net loss from discontinued operations

$
(48,235
)

$
(69,916
)   Comparison
    of the Fiscal Year Ended March 31, 2008 to the Fiscal Year
    Ended March 31, 2007
  Net Revenues.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeProcess

$
106,665



54.9
%

$
147,344



60.8
%

$
(40,679
)


(27.6
)%Transport


87,450



45.1



95,134



39.2



(7,684
)


(8.1
)$
194,115



100.0
%

$
242,478



100.0
%

$
(48,363
)


(19.9
)%    49




---



##### Table of Contents



Gross Profit.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Decrease


ChangeNet revenues

$
194,115



100.0
%

$
242,478



100.0
%

$
(48,363
)


(19.9
)%Cost of revenues


98,756



50.9



115,794



47.8



(17,038
)


(14.7
)Gross profit

$
95,359



49.1
%

$
126,684



52.2
%

$
(31,325
)


(24.7
)%         Fiscal Years Ended March 31,2008


2007Net revenues

$
52,031


$
50,374Cost of revenues


27,912



24,920Gross profit

$
24,119


$
25,454     Research and Development and Selling, General and
    Administrative Expenses.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net


Increase


%Amount


Revenue


Amount


Revenue


(Decrease)


ChangeResearch and development

$
86,117



44.4
%

$
81,266



33.5
%

$
4,851



6.0
%Selling, general and administrative

$
52,037



26.8
%

$
58,418



24.1
%

$
(6,381
)


(10.9
)%   Research and Development.
  Selling, General and Administrative.
 50




---



##### Table of Contents



Fiscal Years Ended March 31,2008


2007Research and development

$
11,433


$
15,152Selling, general and administrative

$
9,870


$
9,553   Stock-Based Compensation.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeCosts of revenues

$
550



0.3
%

$
450



0.2
%

$
100



22.2
%Research and development


4,035



2.1



2,678



1.1



1,357



50.7Selling, general and administrative


5,471



2.8



5,455



2.2



16



0.3$
10,056



5.2
%

$
8,583



3.5
%

$
1,473



17.2
%       Acquired In-process Research and
    Development.
  Goodwill Impairment Charge.
  Restructuring Charges, net.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeRestructuring charges

$
2,958



1.5
%

$
1,291



0.5
%

$
1,667



129.1
%    51




---



##### Table of Contents



Option Investigation, Net.
  Litigation Settlement, Net.
  Interest and Other Income.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net


Increase


%Amount


Revenue


Amount


Revenue


(Decrease)


ChangeInterest income, net and other-than-temporary impairment

$
8,635



4.4
%

$
13,125



5.4
%

$
(4,490
)


(34.2
)%Other income, net

$
1,944



1.0
%

$
250



0.1
%

$
1,694



677.6
%   Interest Income Net and Other-Than-Temporary
    Impairment.
  Other Income, Net.
  Income Taxes.
  Fiscal Years Ended March 31,2008


2007% of Net





% of Net





%Amount


Revenue


Amount


Revenue


Increase


ChangeIncome tax expense

$
3,773



2.0
%

$
333



0.1
%

$
3,440



1,033.0
%       Discontinued Operations. Managements Discussion and
    Analysis of Financial Conditions and Results of Operations
 52




---



##### Table of Contents



3WARE
    STORAGE ADAPTER BUSINESS
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Years Ended March 31,2008


2007(In thousands, exceptper share data)Net revenues

$
52,031


$
50,374Cost of revenues


27,912



24,920Gross profit


24,119



25,454Operating expenses:Research and development


11,433



15,152Selling, general and administrative


9,870



9,553Amortization of purchased intangible assets


1,260



1,260Restructuring charges, net


27



Goodwill impairment charges


71,494



Total operating expenses


94,084



25,965Loss from discontinued operations before income taxes


(69,965
)


(511
)Income tax expense (benefit)


(49
)


69Net loss from discontinued operations

$
(69,916
)

$
(580
)   FINANCIAL
    CONDITION AND LIQUIDITY
     53




---



##### Table of Contents



54




---



##### Table of Contents



00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock
      Aggregate


Repurchased


Average PricePrice


Shares


Per ShareStock repurchase programAuthorized amount

$
300,000






$
Open market repurchases


103,966



8,856



11.74Structured stock repurchase agreements*


90,517



7,797



11.61Total repurchases

$
194,483



16,653


$
11.68Available for repurchase

$
105,517     *
    
    The amounts above do not include gains of $11.3 million
    from structured stock repurchase agreements which settled in
    cash. The average price per share for structured stock
    repurchase agreements adjusted for gains from settlements in
    cash would have been $10.16 per share and for total repurchases
    would have been $11.00 per share.    OtherOperating


PurchaseLeases


Commitments


TotalFiscal Years Ending March 31, 2010

$
14,879


$
12,796


$
27,6752011


1,920







1,9202012


26







262013 and thereafter










Total minimum payments

$
16,825


$
12,796


$
29,621   Off-Balance
    Sheet Arrangements
     55




---



##### Table of Contents



SUBSEQUENT
    EVENTS
        Item 7A.
    Quantitative
    and Qualitative Disclosure about Market Risk.       56




---



##### Table of Contents



Fair Valueas ofValuation of Securities Given an Interest Rate Decrease of X
    Basis Points (BPS)


March 31, 2009


Valuation of Securities Given an Interest Rate Increase of X
    Basis Points (BPS)(150 BPS)


(100 BPS)


(50 BPS)





50 BPS


100 BPS


150 BPSAvailable-for-sale investments

$
90,019


$
88,175


$
86,397


$
84,672


$
83,019


$
81,400


$
79,846         Item 8.
    Financial
    Statements and Supplementary Data.  Page F-l.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
   57




---



##### Table of Contents



Rule 13a-15(b),
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f). Internal
    Control  Integrated Framework Internal Control  Integrated Framework
    Changes
    in Internal Control Over Financial Reporting
   58




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 Ernst &
    Young LLP
     59




---



##### Table of Contents



Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Executive Officers
  Directors
      Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Item 13.
    Certain
    Relationships and Related Transactions.    Item 14.
    Principal
    Accountant Fees and Services.   60




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.    Financial Statements
  page F-l.
  Financial Statement Schedule
      Exhibits Regulation S-K)
      3
.1(1)

Amended and Restated Certificate of Incorporation of the Company.3
.2(2)

Amended and Restated Bylaws of the Company.3
.3(17)

Certificate of Amendment of Amended and Restated Certificate of
    Incorporation of the Company.4
.1(3)

Specimen Stock Certificate.10
.1(3)

Form of Indemnification Agreement between the Company and each
    of its officers and directors.10
.2(16)*

Form of Restricted Stock Unit Agreement under the 1992 Equity
    Incentive Plan.10
.3(16)*

Form of Option Agreement under the 1992 Equity Incentive Plan.10
.4(16)*

1992 Equity Incentive Plan.10
.5(11)*

1997 Directors Stock Option Plan, as amended, and
    form of Option Agreement.10
.6(3)*

401(k) Plan effective April 1, 1985 and form of Enrollment
    Agreement.10
.24(5)*

1998 Employee Stock Purchase Plan and form of Subscription
    Agreement.10
.30(6)

Lease of Engineering Building by and between Kilroy Realty, L.P.
    and the Company dated February 17, 1999.10
.32(9)

Amendment No. 1 to Lease of Engineering Building by and
    between Kilroy Realty, L.P. and the Company dated
    November 30, 1999.10
.33(4)*

2000 Equity Incentive Plan, as amended, and form of Option
    Agreement.10
.34(16)*

Form of Restricted Stock Unit Agreement under the 2000 Equity
    Incentive Plan.10
.35(7)

Lease of Facilities in Andover, Massachusetts between 200
    Minuteman Limited Partnership and Registrant dated
    September 13, 2000.10
.38(4)*

AMCC Deferred Compensation Plan.10
.42(10)+

Patent License Agreement between the Company and IBM dated
    September 28, 2003.10
.43(10)+

Intellectual Property Agreement between the Company and IBM
    dated September 28, 2003.10
.47(12)*

Offer of Employment dated February 22, 2005 by and between
    the Company and Kambiz Hooshmand.10
.52(13)*

Amendment to Offer of Employment dated February 8, 2006 by
    and between the Company and Kambiz Hooshmand.10
.53(14)*

Offer of Employment dated September 14, 2005 by and between
    the Company and Robert Gargus.10
.54(14)*

Offer of Employment dated April 27, 2005, by and between
    the Company and Daryn Lau.10
.57(16)*

Employment and Non-Solicitation Agreement dated March 17,
    2004 by and between the Company and Barbara Murphy.10
.58(15)*

Executive Severance Benefit Plan dated September 19, 2007. 61




---



##### Table of Contents



10
.59(18)*

Severance and Consulting Agreement dated February 1, 2008
    by and between the Company and Robert Bagheri.10
.60(19)+

Qualcomm Patent Purchase Agreement dated July 11, 2008.10
.61(19)+

Qualcomm Patent Purchase Amendment dated July 11, 2008.10
.62

LSI Asset Purchase Agreement dated April 5, 2009 and
    Amendment No. 1 dated April 20, 2009.11
.1(8)

Computation of Per Share Data under SFAS 128.21
.1

Subsidiaries of the Registrant.23
.1

Consent of Independent Registered Public Accounting Firm.24
.1

Power of Attorney (see page 64).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan.  +
    
    The Company has been granted confidential treatment for certain
    portions of these agreements and certain terms and conditions
    have been redacted from the exhibits.  (1)
    
    Incorporated by reference to Exhibit 3.2 filed with the
    Companys Registration Statement
    (No. 333-37609)
    filed October 10, 1997, and as amended by Exhibit 3.3
    filed with the Companys Registration Statement
    (No. 333-45660)
    filed September 12, 2000 and Exhibit 3.1 filed with the
    Companys Current Report on
    Form 8-K
    filed on December 11, 2007.(2)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Companys Current Report on
    Form 8-K
    filed on May 1, 2009.(3)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Registration Statement
    (No. 333-37609)
    filed October 10, 1997, or with any amendments thereto,
    which registration statement became effective November 24,
    1997.(4)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended June 30, 2002.(5)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 2001.(6)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 1999.(7)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended September 30, 2000.(8)
    
    The Computation of Per Share Data under SFAS 128 is
    included in the Notes to the Consolidated Financial Statements
    included in this Report.(9)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 2000.(10)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended September 30, 2003.(11)
    
    Effective March 31, 2005, our Board of Directors terminated
    our 1997 Directors Stock Option Plan (the
    Directors Plan). The Directors Plan provided for the
    automatic grant of stock options to our non-employee directors
    upon initial election to the Board of Directors and annually
    thereafter. The termination of the Directors Plan will not
    affect any stock options previously granted pursuant to the
    Directors Plan. 62




---



##### Table of Contents



(12)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2005.(13)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Companys Current Report on
    Form 8-K
    filed March 3, 2006.(14)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2006.(15)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Companys Current Report on
    Form 8-K
    filed September 24, 2007(16)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2007.(17)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Companys Current Report on
    Form 8-K
    filed on December 11, 2007.(18)
    
    Incorporated by reference to Exhibit 99.1 file with the
    Companys Current Report on
    Form 8-K
    filed February 7, 2008.(19)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008. 63




---



##### Table of Contents



SIGNATURES    APPLIED MICRO CIRCUITS CORPORATION
  By:
    /s/  Kambiz
    Hooshmand  Kambiz Hooshmand
 President and Chief Executive Officer
    POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  Kambiz
    HooshmandKambiz
    Hooshmand

Chief Executive Officer, President and Director
    (Principal Executive Officer)

May 12, 2009/s/  Robert
    G. GargusRobert
    G. Gargus

Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)

May 12, 2009/s/  Cesar
    CesarattoCesar
    Cesaratto

Chairman of the Board

May 12, 2009/s/  Niel
    RansomNiel
    Ransom

Director

May 12, 2009/s/  Fred
    ShlapakFred
    Shlapak

Director

May 12, 2009/s/  Arthur
    B. StabenowArthur
    B. Stabenow

Director

May 12, 2009/s/  Julie
    H. SullivanJulie
    H. Sullivan

Director

May 12, 2009/s/  Donald
    ColvinDonald
    Colvin

Director

May 12, 2009  64




---



##### 



INDEX TO
    FINANCIAL STATEMENTS   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of March 31,
    2009 and 2008


F-3Consolidated Statements of Operations for the
    fiscal years ended March 31, 2009, 2008 and 2007


F-4Consolidated Statements of Cash Flows for the
    fiscal years ended March 31, 2009, 2008 and 2007


F-5Consolidated Statements of Stockholders
    Equity for the fiscal years ended March 31, 2009, 2008 and
    2007


F-6Notes to Consolidated Financial Statements


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               Ernst &
    Young LLP
    F-2




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
 CONSOLIDATED
    BALANCE SHEETS  March 31,2009


2008(In thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents

$
99,337


$
42,689Short-term investments-available-for-sale


84,672



100,200Accounts receivable, net


17,537



28,800Inventories


26,598



30,293Other current assets


8,871



11,097Assets of discontinued operations


8,558



8,678Total current assets


245,573



221,757Marketable securities






51,919Property and equipment, net


25,749



25,233Goodwill






264,130Purchased intangibles, net


32,965



56,025Other assets


20,323



13,783Total assets

$
324,610


$
632,847LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
16,715


$
25,518Accrued payroll and related expenses


5,875



6,087Other accrued liabilities


15,466



14,655Deferred revenue


2,584



1,917Total current liabilities


40,640



48,177Deferred tax liability






3,958Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value:Authorized shares  2,000, none issued and outstanding






Common stock, $0.01 par value:Authorized shares  375,000 at March 31, 2009 and
    2008Issued and outstanding shares  65,874 at
    March 31, 2009 and 64,779 at March 31, 2008


659



648Additional paid-in capital


5,910,493



5,896,616Accumulated other comprehensive income (loss)


(6,273
)


(4,976
)Accumulated deficit


(5,620,909
)


(5,311,576
)Total stockholders equity


283,970



580,712Total liabilities and stockholders equity

$
324,610


$
632,847    F-3




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Fiscal Years Ended March 31,2009


2008


2007(In thousands, except per share data)Net revenues

$
214,216


$
194,115


$
242,478Cost of revenues


101,070



98,756



115,794Gross profit


113,146



95,359



126,684Operating expenses:Research and development


84,687



86,117



81,266Selling, general and administrative


50,097



52,037



58,418Acquired in-process research and development










13,300Amortization of purchased intangible assets


4,020



4,061



3,735Restructuring charges, net


8,623



2,958



1,291Option investigation, net


80



1,072



5,344Goodwill impairment charges


222,972







Litigation settlement, net


130



1,125



Total operating expenses


370,609



147,370



163,354Operating loss


(257,463
)


(52,011
)


(36,670
)Interest (expense) income, net and other-than-temporary
    impairment


(8,073
)


8,635



13,125Other income, net


492



1,944



250Loss from continuing operations before income taxes


(265,044
)


(41,432
)


(23,295
)Income tax (benefit) expense


(3,946
)


3,773



333Loss from continuing operations


(261,098
)


(45,205
)


(23,628
)Loss from discontinued operations, net of taxes


(48,235
)


(69,916
)


(580
)Net loss

$
(309,333
)

$
(115,121
)

$
(24,208
)Basic and diluted net loss per share:Net loss per share from continuing operations

$
(4.00
)

$
(0.67
)

$
(0.33
)Net loss per share from discontinued operations


(0.74
)


(1.03
)


(0.01
)Net loss per share

$
(4.74
)

$
(1.70
)

$
(0.34
)Shares used in calculating basic and diluted net loss per share


65,271



67,775



71,076    F-4




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Years Ended March 31,2009


2008


2007(In thousands)Operating activities:Net loss

$
(309,333
)

$
(115,121
)

$
(24,208
)Adjustments to reconcile net loss to net cash provided by (used
    for) operating activities Depreciation


6,862



6,542



8,410Amortization of purchased intangibles


23,060



23,762



24,751Acquired in-process research and development










13,300Goodwill impairment charges


264,130



71,494



Stock-based compensation expense:Stock options


5,139



9,350



10,211Restricted stock units


5,245



1,957



142Non-cash restructuring charges


1,989



316



2,798Litigation settlement


130



1,125



Realized gain on sale of strategic investment






(4,649
)


Impairment of strategic investment






3,000



Impairment of marketable securities


17,144



1,682



Net loss (gain) on disposals of property


48



23



120Changes in operating assets and liabilities:Accounts receivable


11,263



3,758



(4,790
)Inventories


3,414



(6,680
)


(5,307
)Other assets


(4,939
)


2,282



(1,336
)Accounts payable


(8,803
)


(1,375
)


1,214Accrued payroll and other accrued liabilities


467



(7,103
)


(11,566
)Deferred tax liability


(3,957
)


3,957



Deferred revenue


668



(476
)


(1,230
)Net cash provided by (used for) operating activities


12,527



(6,156
)


12,509Investing activities:Proceeds from sales and maturities of short-term investments


1,117,424



623,619



468,570Purchases of short-term investments


(1,068,205
)


(550,137
)


(403,080
)Purchase of property, equipment and other assets


(7,259
)


(7,021
)


(6,732
)Proceeds from the sale of strategic equity investments






5,249



Purchase of strategic investment






(5,000
)


(1,500
)Proceeds from sale of real estate










4,788Proceeds from sale of property, equipment and other assets






1,646



Net cash paid for acquisitions






232



(71,971
)Net cash provided by (used for) investing activities


41,960



68,588



(9,925
)Financing activities:Proceeds from issuance of common stock


2,448



6,431



2,850Repurchase of company stock






(56,950
)


(20,137
)Funding of structured stock repurchase agreements






(41,830
)


(9,398
)Funds received from structured stock repurchase agreements
    including gains






21,112



26,963Payments on long-term debt










(289
)Other


(287
)


(101
)


(103
)Net cash provided by (used for) financing activities


2,161



(71,338
)


(114
)Net increase (decrease) in cash and cash equivalents


56,648



(8,906
)


2,470Cash and cash equivalents at beginning of year


42,689



51,595



49,125Cash and cash equivalents at end of year

$
99,337


$
42,689


$
51,595Supplementary cash flow disclosure:Cash paid for:Interest

$
4


$
17


$
4Income taxes


1,078



656



369Unrealized gains/(losses) on available for sale securities


(7,996
)


(4,998
)


11,823    F-5




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional





Other





TotalCommon Stock


Paid in


Deferred


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Compensation


Income (Loss)


Deficit


Equity(In thousands)Balance, March 31, 2006


73,860



740



5,947,769



(2,087
)


(11,367
)


(5,172,247
)


762,808Issuance of common stock


368



4



2,846















2,850Repurchase of common stock


(1,561
)


(16
)


(20,121
)














(20,137
)Funding of structured stock repurchase agreements


(1,924
)


(19
)


(9,379
)














(9,398
)Funds received from structured stock repurchases agreements
    including gains










26,963















26,963Stock-based compensation expense










10,353















10,353Elimination of deferred compensation related to adoption of
    SFAS 123(R)










(2,087
)


2,087











Comprehensive loss:Net loss






















(24,208
)


(24,208
)Foreign currency translation loss


















(232
)






(232
)Unrealized gain on short-term investments, net of tax


















11,823







11,823Total comprehensive loss


























(12,617
)Balance, March 31, 2007


70,743



709



5,956,344







224



(5,196,455
)


760,822Issuance of common stock


1,043



10



6,421















6,431Repurchase of common stock


(4,950
)


(50
)


(56,900
)














(56,950
)Funding of structured stock repurchase agreements


(2,057
)


(21
)


(41,809
)














(41,830
)Funds received from structured stock repurchases agreements
    including gains










21,112















21,112Stock-based compensation expense










11,448















11,448Comprehensive loss:Net loss






















(115,121
)


(115,121
)Foreign currency translation loss


















(202
)






(202
)Unrealized loss on short-term investments, net of tax


















(4,998
)






(4,998
)Total comprehensive loss


























(120,321
)Balance, March 31, 2008


64,779


$
648


$
5,896,616


$



$
(4,976
)

$
(5,311,576
)

$
580,712Issuance of common stock


1,095



11



2,437















2,448Stock-based compensation expense (including discontinued
    operations)










11,440















11,440Comprehensive loss:Net loss






















(309,333
)


(309,333
)Foreign currency translation loss


















(240
)






(240
)Unrealized loss on short-term investments, net of tax


















(1,057
)






(1,057
)Total comprehensive loss


























(310,630
)Balance, March 31, 2009


65,874


$
659


$
5,910,493


$



$
(6,273
)

$
(5,620,909
)

$
283,970    F-6




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Business
    Basis
    of Presentation
      Accounting
    changes:
  Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109.
  Use of
    Estimates
   F-7




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
  Revenue
    Recognition
    Cash
    and Cash Equivalents
    Short-Term
    Investments and Marketable Securities
  Accounting for Certain Investments in Debt and
    Equity Securities
   F-8




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Strategic
    Equity Investments
    Fair
    Value of Financial Instruments
  Fair Value
    Measurements
  No. FAS 157-2, Effective Date of FASB Statement No. 157
  Level 1
 F-9




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Level 2
  Level 3
      157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
  FSP 157-4, Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 FSP 157-4
  Concentration
    of Credit Risk
     F-10




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  first-in-first-out part-by-part
  Warranty
    Reserves
      Year Ended March 31,2009


2008Beginning balance

$
1,475


$
2,692Charged to costs of revenues


208



220Charges incurred


(458
)


(488
)Adjustments to estimated liability


60



(949
)Ending balance

$
1,285


$
1,475   Property
    and Equipment
    Goodwill
    and Purchased Intangible Assets
    Goodwill and Other
    Intangible Assets
 F-11




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Accounting for the Impairment or
    Disposal of Long-Lived Assets and/or
  Research
    and Development
    Advertising
    Cost
    Income
    Taxes
  Accounting for Income Taxes
 F-12




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation
  Share-Based Payment
  Share-Based Payment, ,
    Fiscal Year Ended March 31,2009


2008


2007Stock-based compensation expense by type of awardsStock options

$
4,520


$
8,524


$
8,450Restricted stock units


4,648



1,674



133Total stock-based compensation


9,168



10,198



8,583Stock-based compensation expensed from (capitalized to) inventory


73



(142
)


Total stock-based compensation expense

$
9,241


$
10,056


$
8,583    F-13




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee StockEmployee Stock Options


Purchase PlansFiscal Years Ended


Fiscal Years EndedMarch 31,


March 31,2009


2008


2007


2009


2008


2007Expected life (years)


3.9



3.9



4.4



0.5



0.5



0.5Risk-free interest rate


2.5
%


4.1
%


4.7
%


1.3
%


3.6
%


5.2
%Volatility


0.49



0.50



0.55



0.57



0.54



0.43Dividend yield



%



%



%



%



%



%Expected forfeiture


5.2
%


6.1
%


5.7
%



%



%



%Weighted average fair value

$
2.50


$
5.08


$
7.72


$
1.84


$
2.98


$
3.92   Compensation Amortization Period.
  Expected Life.
  Expected Volatility.
  Risk-Free Interest Rate.
  Expected Dividends.
  Expected Forfeitures.
     F-14




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income (Loss)
  Comprehensive Income
    (Loss),
    March 31,2009


2008Unrealized loss on investments

$
(6,247
)

$
(5,190
)Gain on foreign currency translation


(26
)


214$
(6,273
)

$
(4,976
)   Segments
    of a Business Enterprise
  Disclosures about Segments of an
    Enterprise and Related Information,
    
    the nature of products and services;
    the nature of the production processes;
    the type or class of customer for their products and
    services; and
    the methods used to distribute their products or provide their
    services.    Recent
    Accounting Pronouncements
  07-3, Accounting for Nonrefundable Advance Payments for Goods or
    Services Received for Use in Future Research and Development
    Activities EITF 07-3
 F-15




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 07-3
  FSP 157-3. FSP 157-3 FSP 157-3 FSP 157-3
  FSP 157-4. FSP 157-4 FSP 157-4
  FAS 115-2 FAS 124-2, Recognition and Presentation of Other-Than-Temporary
    Impairment
  The Fair Value Option for Financial
    Assets and Financial Liabilities contract-by-contract
  No. 08-06, Equity Method Investment Accounting Considerations (EITF 08-06). EITF 08-6 Business Combinations Non-controlling Interests in
    Consolidated Financial Statements EITF 08-6 EITF 08-06
  2.
    Investments  Short-Term
    Investments and Marketable Securities
   F-16




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amortized


Gross Unrealized


EstimatedCost


Gains


Losses


Fair ValueAt March 31, 2009:Cash

$
8,047


$



$



$
8,047Cash equivalents


91,290











91,290U.S. Treasury securities and agency bonds


1,166



79







1,245Corporate bonds


4,541



10



232



4,319Mortgage-backed and asset-backed securities*


21,372



631



607



21,396Closed-end bond funds


45,031



789



3,850



41,970Preferred stock and options


18,809



28



3,095



15,742$
190,256


$
1,537


$
7,784


$
184,009Reported as:Cash and cash equivalents













$
99,337Short-term investments available-for-sale














84,672$
184,009   Amortized


Gross Unrealized


EstimatedCost


Gains


Losses


Fair ValueAt March 31, 2008:Cash

$
7,414


$



$



$
7,414Cash equivalents


35,275











35,275U.S. Treasury securities and agency bonds


8,486



352







8,838Corporate bonds


13,774



67



410



13,431Mortgage-backed and asset-backed securities*


52,794



509



466



52,837Closed-end bond funds


59,866



128



4,373



55,621Preferred stock and options


22,369



163



1,140



21,392$
199,978


$
1,219


$
6,389


$
194,808Reported as:Cash and cash equivalents













$
42,689Short-term investments available-for-sale














100,200Marketable securities














51,919$
194,808     *
    
    At March 31, 2009 and 2008, approximately
    $16.6 million and $43.1 million of the amounts
    presented were mortgage-backed securities, respectively. F-17




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Cost


Fair ValueLess than 1 year

$
68


$
68Mature in 1  2 years


240



228Mature in 3  5 years


9,248



9,328Mature after 5 years


17,732



17,553$
27,288


$
27,177     Less Than 12 Months of


12 Months or More ofUnrealized Losses


Unrealized Losses


TotalEstimated


Gross


Estimated


Gross


Estimated


GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesCorporate bonds

$
3,619


$
232


$



$



$
3,619


$
232Mortgage-backed and asset-backed securities


6,531



607











6,531



607Closed-end bond funds


25,251



3,850











25,251



3,850Preferred stock and options


14,950



3,095











14,950



3,095$
50,351


$
7,784


$



$



$
50,351


$
7,784     Cash,
    cash equivalents and short-term investments, measured at fair
    value:
    Fair Value MeasurementLevel 1


Level 2


Level 3


Total(In thousands)DescriptionCash

$
8,047


$



$



$
8,047Cash equivalents


91,290











91,290US Treasury securities and agency bonds


1,245











1,245Corporate bonds






4,319







4,319Mortgage backed and asset backed securities






21,396







21,396Closed-end bond funds


41,970











41,970Preferred stock and options






15,742







15,742$
142,552


$
41,457


$



$
184,009  F-18




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value MeasurementLevel 1


Level 2


Level 3


Total(In thousands)Reported as:Cash and cash equivalents

$
99,337


$



$



$
99,337Short-term investments available-for-sale


43,215



41,457







84,672$
142,552


$
41,457


$



$
184,009   Strategic
    Equity Investments
    3.
    Certain
    Financial Statement Information  Accounts
    receivable:
  March 31,2009


2008(In thousands)Accounts receivable

$
18,688


$
30,113Less: allowance for bad debts


(1,151
)


(1,313
)$
17,537


$
28,800   Inventories:
  March 31,2009


2008(In thousands)Finished goods

$
20,170


$
22,850Work in process


5,324



5,338Raw materials


1,104



2,105$
26,598


$
30,293  F-19




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    current assets:
  March 31,2009


2008(In thousands)Prepaid expenses

$
7,434


$
9,576Deposits


634



469Interest receivable


36



410Other


767



642$
8,871


$
11,097   Property
    and equipment:
  Useful


March 31,Life


2009


2008(In years)


(In thousands)Machinery and equipment


5-7


$
34,546


$
34,129Leasehold improvements


1-15



9,375



8,364Computers, office furniture and equipment


3-7



51,843



59,961Buildings


31.5



2,756



2,756Land


N/A



9,800



9,800108,320



115,010Less: accumulated depreciation and amortization






(82,571
)


(89,777
)$
25,749


$
25,233   Goodwill
    and purchased intangible assets:
    Fiscal Years Ended March 31,2009


2008


2007Goodwill beginning balance

$
264,130


$
335,857


$
296,260Goodwill related to acquisitions (Note 4)










39,597Canadian tax settlement






(233
)


Impairment charges to continuing operations (Note 7)


(222,972
)






Impairment charges to discontinued operations (Note 7)


(41,158
)


(71,494
)


Goodwill ending balance

$



$
264,130


$
335,857  F-20




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2009


March 31, 2008Accumulated








AccumulatedAmortization








Amortizationand








andGross


Impairments


Net


Gross


Impairments


NetDeveloped technology

$
425,000


$
(401,528
)

$
23,472


$
425,000


$
(383,745
)

$
41,255Customer relationships


6,330



(4,976
)


1,354



6,330



(4,687
)


1,643Patents/core technology rights/tradename


62,305



(54,166
)


8,139



62,305



(49,178
)


13,127$
493,635


$
(460,670
)

$
32,965


$
493,635


$
(437,610
)

$
56,025     Cost of


OperatingSales


Expenses


TotalFiscal years ending March 31,2010

$
12,097


$
4,018


$
16,1152011


10,500



4,018



14,5182012


875



852



1,7272013






250



2502014






250



250Thereafter






105



105Total

$
23,472


$
9,493


$
32,965   Other
    Assets:
  March 31,2009


2008(In thousands)Non-current portion of prepaid expenses

$
10,860


$
4,251Strategic investments


7,000



7,000Other


2,463



2,532$
20,323


$
13,783  F-21




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    accrued liabilities:
  March 31,2009


2008(In thousands)Restructuring liabilities

$
4,142


$
1,578Executive deferred compensation


2,463



3,558Product development cost


2,000



Employee related liabilities


1,896



2,475Warranty


1,285



1,475Professional fees


644



785Current income taxes payable (receivable)


(232
)


322Other taxes


220



317Other


3,048



4,145$
15,466


$
14,655   Interest
    income (expense), net and other-than-temporary
    impairment:
  Fiscal Years Ended March 31,2009


2008


2007(In thousands)Interest income

$
9,757


$
11,482


$
13,982Net realized loss on short-term investments


(682
)


(1,148
)


(853
)Impairment of marketable securities


(17,144
)


(1,682
)


Interest expense


(4
)


(17
)


(4
)$
(8,073
)

$
8,635


$
13,125   Other
    income, net:
  Fiscal Years Ended March 31,2009


2008


2007(In thousands)Gain on strategic investments

$



$
4,649


$
21Impairment of strategic investment






(3,000
)


Net (loss) gain on disposals of property


(51
)


(21
)


(61
)Net foreign currency gain (loss)


1



(51
)


87Other


542



367



203$
492


$
1,944


$
250  F-22




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    loss per share:
    Fiscal Years Ended March 31,2009


2008


2007Net loss

$
(309,333
)

$
(115,121
)

$
(24,208
)Shares used in basic and diluted net loss per share computation:Weighted average common shares outstanding


65,271



67,775



71,076Shares used in basic and diluted net loss per share computation


65,271



67,775



71,076Basic and diluted net loss per share:Basic and diluted net loss per share

$
(4.74
)

$
(1.70
)

$
(0.34
)     4.
    Acquisitions    Fiscal
    2007
  Quake Technologies, Inc.
 F-23




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations
  Fiscal 2007QuakeNet tangible assets

$
8,411In-process research and development


13,300Developed technology


11,500Backlog/customer relationships


2,800Patents/core technology rights/tradename


3,200Purchased inventory fair value adjustment


2,395Stock-based compensation


3,417Goodwill


39,597Total consideration

$
84,620     Fiscal 2007QuakeCash paid and merger fees

$
81,203Value of assumed options


3,417Total consideration

$
84,620         In-Process
    Research and Development
  Accounting
    for Research and Development Costs, Applicability of FASB Statement
    No. 2 to Business Combinations Accounted for by the
    Purchase Method, an Interpretation of FASB Statement
    No. 2
   F-24




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Range ofNumber

Range of

Estimated

AdjustedDevelopment

IPR&D

of

Estimated %

Cost to

DiscountCompany Acquired

Projects

Charge

Projects

Complete

Complete

Rates(In thousands)





(In thousands)Fiscal 2007:Quake Technologies

Serial physical layer

$
13,300



2


35% - 76%

$
4,536


23% - 29%     5.
    Stockholders
    Equity  Preferred
    Stock
    Common
    Stock
    1-for-2, 1-for-3 1-for-4. 1-for-4
  Stock
    Repurchase Program
   F-25




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EITF 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock
      Aggregate


Repurchased


Average PricePrice


Shares


Per ShareStock repurchase programAuthorized amount

$
300,000






$
Open market repurchases


103,966



8,856



11.74Structured stock repurchase agreements*


90,517



7,797



11.61Total repurchases

$
194,483



16,653


$
11.68Available for repurchase

$
105,517     *
    
    The amounts above do not include gains of $11.3 million
    from structured stock repurchase agreements which settled in
    cash. The average price per share for structured stock
    repurchase agreements adjusted for gains from settlements in
    cash would have been $10.16 share and for total repurchases
    would have been $11.00 per share.  Stock
    Options
   F-26




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based Payment
           F-27




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Years Ended March 31,2009


2008


2007Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseOptions


Price


Options


Price


Options


PriceOutstanding at the beginning of the year


9,214


$
17.57



12,486


$
21.84



13,524


$
23.28Granted and assumed


2,410



6.21



1,544



11.12



1,754



12.36Exercised


(53
)


2.02



(205
)


7.32



(366
)


7.80Forfeited


(3,648
)


18.90



(4,611
)


27.42



(2,426
)


25.12Outstanding at the end of the year


7,923


$
13.60



9,214


$
17.57



12,486


$
21.84Vested at the end of the year


5,042


$
17.04



6,956


$
19.39



9,894


$
24.32       WeightedAverageRemaining


Weighted





WeightedOptions


Contractual


Average


Options


AverageRange of Exercise Prices

Outstanding


Life


Exercise Price


Exercisable


Exercise Price$ 0.52 - $  7.60


1,630



7.13


$
5.03



312


$
4.027.61 -  11.44


1,684



6.45



8.58



578



9.6311.45 -  12.84


1,774



4.76



12.37



1,459



12.3612.85 -  15.40


1,651



4.73



14.23



1,541



14.2315.41 - 300.13


1,184



3.03



33.47



1,152



33.96$ 0.52 - $300.13


7,923



5.34


$
13.60



5,042


$
17.04     Restricted
    Stock Units
   F-28




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Years Ended March 31,2009


2008


2007Outstanding at the beginning of the year


1,200



184



Awarded during the year


1,271



1,405



194Vested during the year


(559
)


(221
)


(3
)Cancelled during the year


(445
)


(168
)


(7
)Outstanding at the end of the year


1,467



1,200



184       Employee
    Stock Purchase Plan
    Common
    Shares Reserved for Future Issuance
    Stock Options and Restricted Stock Units:Granted and outstanding


7,923Restricted Stock Units


1,467Authorized for future grants


8,402Stock purchase plan


1,14218,934  F-29




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Income
    Taxes    Fiscal Years Ended March 31,2009


2008


2007Pre-tax loss:Domestic

$
(265,348
)

$
(42,807
)

$
(24,829
)Foreign


304



1,375



1,534Total pre-tax loss

$
(265,044
)

$
(41,432
)

$
(23,295
)     Fiscal Years Ended March 31,2009


2008


2007Current:Federal

$
(375
)

$



$
Foreign


311



(295
)


261State


75



111



72Total current


11



(184
)


333Deferred:Federal


(3,370
)


3,370



State


(587
)


587



Total deferred


(3,957
)


3,957



$
(3,946
)

$
3,773


$
333     Fiscal Years Ended March 31,2009


2008


2007$


%


$


%


$


%Tax at federal statutory rate

$
(92,767
)


35
%

$
(14,501
)


35
%

$
(8,153
)


35
%In-process research and development


















5,152



(22
)Goodwill


57,807



(22
)


27,693



(67
)






Tax exempt interest






















State taxes, net of federal benefit


(9,899
)


4



(1,547
)


4



(870
)


4Federal tax credits


(337
)














(4,858
)


21State tax credits


(1,110
)














(1,561
)


7Valuation allowance


39,532



(15
)


(8,806
)


21



9,797



(42
)Change in contingency reserve


123







(442
)










Other


2,705



(1
)


1,376



(2
)


826



(4
)$
(3,946
)


1
%

$
3,773



(9
)%

$
333



(1
)%  F-30




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2009


2008Deferred tax assets:Net operating loss carryforwards

$
267,340


$
264,303Research and development credit carryforwards


69,674



68,418Inventory write-downs and other reserves


19,944



13,278Capitalization of inventory and research and development costs


6,603



11,688Goodwill


10,640



Intangible assets


54,485



26,705Investment Impairment


6,641



Stock-based compensation


24,042



20,292Other


2,559



4,491Total deferred tax assets


461,928



409,175Deferred tax liabilities:Depreciation and amortization


(3,152
)


(2,915
)Purchase accounting


(596
)


(3,951
)Net deferred tax asset


458,180



402,309Valuation allowance


(458,180
)


(402,309
)$



$
Deferred tax liability  goodwill amortization






(3,957
)$



$
(3,957
)      F-31




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Uncertainty in Income Taxes,
    Unrecognized Tax Benefits  Opening Balance

$
36,852Gross decreases  tax positions in prior period


Gross increase  current-period tax positions


1,728Settlements


Lapse of statute of limitations


Unrecognized Tax Benefits  Ending Balance

$
38,580             7.
    Goodwill
    and Purchased Intangible Asset Impairments:   F-32




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-33




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Restructuring
    Charges  Accounting for Costs Associated with
    Exit or Disposal Activities,
  Property andFacilities


EquipmentConsolidation and


ImpairmentsWorkforce


Operating Lease


and ContractReduction


Commitments


Cancellations


TotalLiability, March 31, 2007

$
350


$



$



$
350Charged to continuing operations


1,966



853



316



3,135Charged to discontinued operations


27











27Cash payments


(1,441
)










(1,441
)Noncash charges










(316
)


(316
)Reductions to estimated liability


(177
)










(177
)Liability, March 31, 2008


725



853







1,578Charged to continuing operations


5,850



792



2,359



9,001Charged to discontinued operations


126











126Cash payments


(3,745
)


(451
)






(4,196
)Noncash charges


(1,130
)






(859
)


(1,989
)Reductions to estimated liability


(258
)


(120
)






(378
)Liability, March 31, 2009

$
1,568


$
1,074


$
1,500


$
4,142  F-34




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property andFacilities


EquipmentConsolidation and


ImpairmentsWorkforce


Operating Lease


and ContractReduction


Commitments


Cancellations


TotalMarch 2006 Restructuring ProgramLiability, March 31, 2007

$
300


$



$



$
300Cash payments


(155
)










(155
)Reductions to estimated liability


(145
)










(145
)Liability, March 31, 2008

$



$



$



$
June 2006 Restructuring ProgramLiability, March 31, 2007

$
50


$



$



$
50Cash payments


(18
)










(18
)Reductions to estimated liability


(32
)










(32
)Liability, June 30, 2007

$



$



$



$
July 2007 Restructuring ProgramCharged to continuing operations

$
733


$



$



$
733Cash payments


(709
)










(709
)Liability, March 31, 2008

$
24


$



$



$
24Reductions to estimated liability


(24
)










(24
)Liability, June 30, 2008

$



$



$



$
September 2007 Restructuring ProgramCharged to continuing operations

$
812


$



$



$
812Cash payments


(459
)










(459
)Liability, March 31, 2008

$
353


$



$



$
353Cash payments


(157
)










(157
)Reductions to estimated liability


(196
)










(196
)Liability, September 30, 2008

$



$



$



$
March 2008 Restructuring ProgramCharged to continuing operations

$
421


$
853


$
316


$
1,590Charged to discontinued operations


27











27Cash payments


(100
)










(100
)Noncash charge










(316
)


(316
)Liability, March 31, 2008

$
348


$
853


$



$
1,201Cash payments


(310
)


(451
)






(761
)Reductions to estimated liability


(38
)


(120
)






(158
)Liability, March 31, 2009

$



$
282


$



$
282 F-35




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property andFacilities


EquipmentConsolidation and


ImpairmentsWorkforce


Operating Lease


and ContractReduction


Commitments


Cancellations


TotalSeptember 2008 Restructuring ProgramCharged to continuing operations

$
1,163


$



$



$
1,163Charged to discontinued operations


126











126Cash payments


(1,138
)










(1,138
)Noncash charge


(57
)










(57
)Liability, March 31, 2009

$
94


$



$



$
94February 2009 Restructuring ProgramCharged to continuing operations

$
4,687


$
792


$
2,359


$
7,838Cash payments


(2,140
)










(2,140
)Noncash charge


(1,073
)






(859
)


(1,932
)Liability, March 31, 2009

$
1,474


$
792


$
1,500


$
3,766          F-36




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        9.
    Commitments      OtherOperating


PurchaseLeases


Commitments


TotalFiscal Years Ending March 31, 2010

$
14,879


$
12,796


$
27,6752011


1,920







1,9202012


26







262013 and thereafter










Total minimum payments

$
16,825


$
12,796


$
29,621       10.
    Employee
    Retirement Plan   F-37




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Significant
    Customer and Geographic Information    2009


2008


2007Avnet (distributor)


25
%


26
%


27
%Hon Hai (sub-contract manufacturer)


*



10
%


*     *
    
    Less than 10% of total net revenues for period indicated.    Fiscal Years Ended March 31,2009


2008


2007United States of America

$
63,619


$
54,842


$
95,039Other North America


16,678



23,443



24,113Europe


34,108



28,154



35,923Asia


98,777



86,609



86,342Other


1,034



1,067



1,061$
214,216


$
194,115


$
242,478     12.
    Contingencies  Legal
    Proceedings
   F-38




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      In re Applied
    Micro Circuits Derivative Litigation In re Applied Micro Circuits
    Corporation Shareholder Derivative Litigation Rule 14a-9
 F-39




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Segen v. Rickey, et al Rule 16b-3
  13.
    Subsequent
    Events  Sale
    of the 3ware Storage Adapter Business to LSI
    Corporation
         F-40




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3WARE
    STORAGE ADAPTER BUSINESS
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Years Ended March 31,2009


2008


2007(In thousands, except per share data)Net revenues

$
39,849


$
52,031


$
50,374Cost of revenues


24,437



27,912



24,920Gross profit


15,412



24,119



25,454Operating expenses:Research and development


11,470



11,433



15,152Selling, general and administrative


9,561



9,870



9,553Amortization of purchased intangible assets


1,260



1,260



1,260Restructuring charges, net


126



27



Goodwill impairment charges


41,158



71,494



Total operating expenses


63,575



94,084



25,965Loss from discontinued operations before income taxes


(48,163
)


(69,965
)


(511
)Income tax expense (benefit)


72



(49
)


69Net loss from discontinued operations

$
(48,235
)

$
(69,916
)

$
(580
)  F-41




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Quarterly
    Financial Information (unaudited)    Fiscal Year 2009


Fiscal Year 2008Q1(1)


Q2(2)


Q3(3)


Q4(4)


Q1(5)


Q2(6)


Q3(7)


Q4(8)(In thousands, except per share data)Net revenues

$
61,199


$
64,290


$
47,726


$
41,001


$
36,931


$
45,940


$
52,687


$
58,557Cost of revenues


28,426



28,576



22,226



21,842



19,808



23,689



26,385



28,874Gross profit


32,773



35,714



25,500



19,159



17,123



22,251



26,302



29,683Total operating expenses


35,395



36,281



254,862



44,071



37,381



37,788



34,208



37,993Operating loss


(2,622
)


(567
)


(229,362
)


(24,912
)


(20,258
)


(15,537
)


(7,906
)


(8,310
)Interest and other income


(1,327
)


(550
)


(7,397
)


1,693



3,076



6,906



2,148



(1,551
)Loss from continuing operations before income taxes


(3,949
)


(1,117
)


(236,759
)


(23,219
)


(17,182
)


(8,631
)


(5,758
)


(9,861
)Income tax expense (benefit)


502



403



(4,396
)


(455
)


(14
)


(323
)


(25
)


4,135Loss from continuing operations


(4,451
)


(1,520
)


(232,363
)


(22,764
)


(17,168
)


(8,308
)


(5,733
)


(13,996
)Income (loss) from discontinued operations


(723
)


(793
)


(42,097
)


(4,622
)


748



256



1,393



(72,313
)Net loss

$
(5,174
)

$
(2,313
)

$
(274,460
)

$
(27,386
)

$
(16,420
)

$
(8,052
)

$
(4,340
)

$
(86,309
)Basic and diluted net (loss) per Share from continuing operations

$
(0.07
)

$
(0.03
)

$
(3.55
)

$
(0.35
)

$
(0.24
)

$
(0.12
)

$
(0.09
)

$
(0.22
)Basic and diluted net income (loss) per share from discontinued
    operations


(0.01
)


(0.01
)


(0.65
)


(0.07
)


0.01



0.00



0.03



(1.11
)Basic and diluted net (loss) per share

$
(0.08
)

$
(0.04
)

$
(4.20
)

$
(0.42
)

$
(0.23
)

$
(0.12
)

$
(0.06
)

$
(1.33
)Shares used in calculating basic and diluted net (loss) per share


64,864



65,150



65,366



65,703



70,414



68,783



67,015



64,886     (1)
    
    The consolidated operating results for the first quarter of
    fiscal 2009 included a $3.4 million impairment of
    marketable securities.(2)
    
    The consolidated operating results for the second quarter of
    fiscal 2009 included a $3.4 million impairment of
    marketable securities.(3)
    
    The consolidated operating results for the third quarter of
    fiscal 2009 included a $223.0 million goodwill impairment
    charge, $1.0 million restructuring charge,
    $10.1 million impairment of marketable securities and
    $4.4 million reversal of deferred tax liabilities as a
    result of the goodwill impairment, for financial reporting
    purposes, on tax deductible goodwill which had only been
    amortized for tax purposes in connection with the acquisition of
    assets and licensed intellectual property related to IBMs
    Power PRS Switch Fabric line which we acquired in September
    2003. Discontinued operations for the third quarter of fiscal
    2009 included a $41.1 million goodwill impairment charge
    and $0.1 million restructuring charge.(4)
    
    The consolidated operating results for the fourth quarter of
    fiscal 2009 included a $7.7 million restructuring charge,
    $3.5 million in development costs of a new processor core
    and $0.2 million impairment of marketable securities. F-42




---



##### Table of Contents



APPLIED
    MICRO CIRCUITS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)
    
    Revenues were $36.9 million and basic and diluted net loss
    per share was $0.23.(6)
    
    The consolidated operating results for the second quarter of
    fiscal 2008 included a $1.4 million restructuring charge
    and $4.7 million gain on the sale of a strategic investment.(7)
    
    The consolidated operating results for the third quarter of
    fiscal 2008 included a $1.0 million recovery from the
    Companys insurance provider for its option related
    expenses and $0.8 million impairment of marketable
    securities.(8)
    
    The consolidated operating results for the fourth quarter of
    fiscal 2008 included a $1.5 million restructuring charge,
    $1.1 million litigation settlement charge,
    $1.4 million for option investigation related expenses for
    the settlement of a derivative action, $3.0 million
    impairment of a strategic investment, $0.8 million
    impairment of marketable securities and $3.9 million
    amortization of tax deductible goodwill from an acquisition of
    IBMs Power PRS Switch Fabric line in September 2003.
    Discontinued operations for the fourth quarter of fiscal 2008
    included a $71.5 million goodwill impairment charge. F-43




---



##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at


Charged (Credited)


Charged to





Balance atBeginning of


to Costs and


Other





End ofDescription

Period


Expenses


Accounts


Deductions


Period(In thousands)Year ended March 31, 2009:Allowance for doubtful accounts

$
1,313


$
(68
)

$



$
94


$
1,151Year ended March 31, 2008:Allowance for doubtful accounts

$
1,558


$



$



$
245


$
1,313Year ended March 31, 2007:Allowance for doubtful accounts

$
1,354


$



$
204


$



$
1,558  F-44




---



##### Table of Contents



Exhibit Index
  ExhibitNumber

Description3
.1(1)

Amended and Restated Certificate of Incorporation of the Company.3
.2(2)

Amended and Restated Bylaws of the Company.3
.3(17)

Certificate of Amendment of Amended and Restated certificate of
    Incorporation of the Company.4
.1(3)

Specimen Stock Certificate.10
.1(3)

Form of Indemnification Agreement between the Company and each
    of its officers and directors.10
.2(16)*

Form of Restricted Stock Unit Agreement under the 1992 Equity
    Incentive Plan.10
.3(16)*

Form of Option Agreement under the 1992 Equity Incentive Plan.10
.4(16)*

1992 Equity Incentive Plan.10
.5(11)*

1997 Directors Stock Option Plan, as amended, and
    form of Option Agreement.10
.6(3)*

401(k) Plan effective April 1, 1985 and form of Enrollment
    Agreement.10
.24(5)*

1998 Employee Stock Purchase Plan and form of Subscription
    Agreement.10
.30(6)

Lease of Engineering Building by and between Kilroy Realty, L.P.
    and the Company dated February 17, 1999.10
.32(9)

Amendment No. 1 to Lease of Engineering Building by and
    between Kilroy Realty, L.P. and the Company dated
    November 30, 1999.10
.33(4)*

2000 Equity Incentive Plan, as amended, and form of Option
    Agreement.10
.34(16)*

Form of Restricted Stock Unit Agreement under the 2000 Equity
    Incentive Plan.10
.35(7)

Lease of Facilities in Andover, Massachusetts between 200
    Minuteman Limited Partnership and Registrant dated
    September 13, 2000.10
.38(4)*

AMCC Deferred Compensation Plan.10
.42(10)+

Patent License Agreement between the Company and IBM dated
    September 28, 2003.10
.43(10)+

Intellectual Property Agreement between the Company and IBM
    dated September 28, 2003.10
.47(12)*

Offer of Employment dated February 22, 2005 by and between
    the Company and Kambiz Hooshmand.10
.52(13)*

Amendment to Offer of Employment dated February 8, 2006 by
    and between the Company and Kambiz Hooshmand.10
.53(14)*

Offer of Employment dated September 14, 2005 by and between
    the Company and Robert Gargus.10
.54(14)*

Offer of Employment dated April 27, 2005, by and between
    the Company and Daryn Lau.10
.57(16)*

Employment and Non-Solicitation Agreement dated March 17,
    2004 by and between the Company and Barbara Murphy.10
.58(15)*

Executive Severance Benefit Plan dated September 19, 2007.10
.59(18)*

Severance and Consulting Agreement dated February 1, 2008
    by and between the Company and Robert Bagheri.10
.60(19)+

Qualcomm Patent Purchase Agreement dated July 11, 2008.10
.61(19)+

Qualcomm Patent Purchase Amendment dated July 11, 2008.10
.62

LSI Asset Purchase Agreement dated April 5, 2009 and
    Amendment No. 1 dated April 20, 2009.11
.1(8)

Computation of Per Share Data under SFAS 128.21
.1

Subsidiaries of the Registrant.23
.1

Consent of Independent Registered Public Accounting Firm.24
.1

Power of Attorney (see page 64).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    and
    Rule 15d-14(a)
    of the Securities Exchange Act, as amended.32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.




---



##### Table of Contents



*
    
    Management contract or compensatory plan.+
    
    The Company has been granted confidential treatment for certain
    portions of these agreements and certain terms and conditions
    have been redacted from the exhibits.(1)
    
    Incorporated by reference to Exhibit 3.2 filed with the
    Companys Registration Statement
    (No. 333-37609)
    filed October 10, 1997, and as amended by Exhibit 3.3
    filed with the Companys Registration Statement
    (No. 333-45660)
    filed September 12, 2000 and Exhibit 3.1 filed with
    the Companys Current Report on
    Form 8-K
    filed on December 11, 2007.(2)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Companys Current Report on
    Form 8-K
    filed on May 1, 2009.(3)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Registration Statement
    (No. 333-37609)
    filed October 10, 1997, or with any amendments thereto,
    which registration statement became effective November 24,
    1997.(4)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended June 30, 2002.(5)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 2001.(6)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 1999.(7)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended September 30, 2000.(8)
    
    The Computation of Per Share Data under SFAS 128 is
    included in the Notes to the Consolidated Financial Statements
    included in this Report.(9)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    (No. 000-23193)
    for the year ended March 31, 2000.(10)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    (No. 000-23193)
    for the quarter ended September 30, 2003.(11)
    
    Effective March 31, 2005, our Board of Directors terminated
    our 1997 Directors Stock Option Plan (the
    Directors Plan). The Directors Plan provided for the
    automatic grant of stock options to its non-employee directors
    upon initial election to the Board of Directors and annually
    thereafter. The termination of the Directors Plan will not
    affect any stock options previously granted pursuant to the
    Directors Plan.(12)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2005.(13)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Companys Current Report on
    Form 8-K
    filed March 3, 2006.(14)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2006.(15)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Companys Current Report on
    Form 8-K
    filed September 24, 2007(16)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Annual Report on
    Form 10-K
    for the year ended March 31, 2007.(17)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Companys Current Report on
    Form 8-K
    filed December 11, 2007.(18)
    
    Incorporated by reference to Exhibit 99.1 file with the
    Companys Current Report on
    Form 8-K
    filed February 7, 2008.(19)
    
    Incorporated by reference to identically numbered exhibit filed
    with the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008.