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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended March 29, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
 For the transition period from  to
 Commission file number 0-22511
 RF Micro Devices, Inc.
  North Carolina
    
    56-1733461(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)7628 Thorndike RoadGreensboro, North Carolina
    
    27409-9421(Address of principal executive offices)
    
    (Zip code)
 (336) 664-1233
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, no par value
    
    The NASDAQ Stock Market LLC
 
 þ o
 o þ
 þ o
 o
  Large accelerated filer
þ
    
    Accelerated filer
o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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RF MICRO DEVICES, INC.
 FORM 10-K
 FOR THE FISCAL YEAR ENDED MARCH 29, 2008
 INDEX
 PageForward-Looking Information
    
    
    3PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    11Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    25Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 8. Financial Statements and Supplementary Data
    
    
    43Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    85Item 9A. Controls and Procedures
    
    
    85Item 9B. Other Information
    
    
    85PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    85Item 11. Executive Compensation
    
    
    86Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    86Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    86Item 14. Principal Accounting Fees and Services
    
    
    86PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    86Signatures
    
    
    88Exhibit Index
    
    
    90Exhibit 10.42Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  2




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Forward-Looking Information
   
 PART I
   
 ITEM 1. BUSINESS.
 Introduction
  ®
   3




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Industry Overview
     Strategy
  4




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Markets
     5




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Manufacturing
     6




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TM
  Products and Applications
  Raw Materials
  Customers
  7




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Financial Statements and Supplementary Data
 Sales and Marketing
   Research and Development
      8




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Competition
  Intellectual Property
       Seasonality
  Backlog
  9




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Employees
  Geographic Financial Summary
  Fiscal Year2008
    
    2007
    
    2006Sales:United States (U.S.)
    
    $
    100,907
    
    
    $
    73,773
    
    
    $
    113,200International
    
    
    855,363
    
    
    
    949,842
    
    
    
    657,047Long-lived tangible assets:United States
    
    $
    338,395
    
    
    $
    324,374
    
    
    $
    303,358International
    
    
    91,842
    
    
    
    49,081
    
    
    
    37,935
   Risk
Factors.
 Environmental Matters
   10




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##### Table of Contents



Access to Public Information
  
   
 ITEM 1A. RISK FACTORS.
 Our industrys technology changes rapidly and we depend on the development and growth of the
wireless markets.
   We face risks associated with the operation of our manufacturing facilities.
   
    
    demand for our products;
 11




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
    
    our ability to adjust production capacity in a timely fashion in response to changes
in demand for our production;
    
    our ability to generate revenue in amounts that cover the significant fixed costs of
operating the facilities;
    
    our ability to qualify our facilities for new products in a timely manner;
    
    the availability of and the impact of the volatility of commodity pricing on raw
materials, including GaAs substrates, gold and high purity source materials such as
gallium, aluminum, arsenic, indium, silicon, phosphorous and beryllium;
    
    our manufacturing cycle times;
    
    our manufacturing yields;
    
    the political and economic risks associated with the increased reliance on our
manufacturing operations in China, United Kingdom and Germany;
    
    heavy reliance on our internal facilities;
    
    heavy reliance on our wafer fabrication facilities located in the same geographic
area;
    
    our ability to hire, train and manage qualified production personnel;
    
    our compliance with applicable environmental and other laws and regulations; and
    
    our ability to avoid prolonged periods of down-time in our facilities for any
reason.
 We face challenges managing our employee base.
  
    
    continue to develop leaders for key business units and functions;
    
    expand our presence in international locations and adapt to cultural norms in
foreign locations;
    
    train and manage our employee base; and
    
    attract and retain qualified people with experience in RF engineering, integrated
circuit design and technical marketing and support.
  We depend heavily on third parties.
  12




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Our operating results fluctuate.
  
    
    our ability to accurately predict market requirements and evolving industry
standards in a timely
manner;
    
    our ability to accurately predict customer demand and thereby avoid the possibility
of obsolete
inventory, which would reduce our profit margins;
    
    the ability of third party foundries, assembly, test and tape and reel partners to
handle our products
in a timely and cost-effective manner that meets our customers requirements;
    
    our ability to achieve cost savings and improve yields and margins on our new and
existing products;
    
    our ability to respond to possible downward pressure on the average selling prices
of our products caused by our customers or our competitors;
    
    our ability to efficiently utilize our capacity, or acquire additional capacity, in
response to customer
demand;
    
    our ability to successfully complete the ongoing efforts of certain cost-reduction
actions; and
    
    our ability to successfully integrate and realize expected synergies from our recent
acquisitions.
  Our operating results could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
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If we experience poor manufacturing yields, our operating results may suffer.
   
    
    design errors;
    
    defects in photomasks, which are used to print circuits on a wafer;
    
    minute impurities in materials used;
    
    contamination of the manufacturing environment;
    
    equipment failure or variations in the manufacturing processes;
    
    losses from broken wafers or other human error; and
    
    defects in packaging.
  We depend on a few large customers for a substantial portion of our revenue.
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Our operating results are dependent on our GaAs process technology and demand for our GaAs
products.
  We operate in a very competitive industry and must continue to implement innovative technologies
and increase capacity utilization in order to reduce costs and improve margins.
   Our operating results are substantially dependent on development of new products.
  
    
    the accuracy of our prediction of market requirements and evolving standards;
    
    acceptance of our new product designs;
    
    the availability of qualified product designers;
    
    our timely completion and execution on the product designs and ramp of new products
according to our customer needs with acceptable manufacturing yields;
    
    acceptance of our customers products by the market and the variability of the life
cycle of such products; and
    
    our ability to successfully design, develop, manufacture and integrate new
components, such as
pHEMT switches and filters, to increase our product content.
  15




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We are subject to risks from international sales and operations.
     Unfavorable general economic conditions in the United States or in other major markets could
negatively impact our financial performance.
  We may engage in future acquisitions that dilute our shareholders, cause us to incur debt and
assume contingent liabilities.
  
    
    unanticipated costs, capital expenditures or working capital requirements associated
with the acquisition;
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
    
    acquisition-related charges and amortization of acquired technology and other
intangibles that could negatively affect our reported results of operations;
    
    diversion of managements attention from our business;
    
    injury to existing business relationships with suppliers and customers;
    
    failure to successfully integrate acquired businesses, operations, products,
technologies and personnel; and
    
    unrealized expected synergies.
 We have a material amount of goodwill and long-lived assets, including finite-lived acquired
intangible assets, which, if impaired, could harm our results of operations.
  Negative conditions in the global credit markets may impair the liquidity of a portion of our
investment portfolio.
  We may face uncertainties related to the effectiveness of our internal control over financial
reporting.
   We rely on our intellectual property portfolio and may face claims of infringement.
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We may be subject to other lawsuits and claims relating to our products.
  We are subject to stringent environmental regulations.
  Our stock price is subject to volatility.
  Our convertible subordinated debt may have a dilutive effect on our existing shareholders and may
have other adverse effects on our results of operations.
  18




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
    
    our ability to obtain additional financing in the future for working capital, capital
expenditures, acquisitions, general corporate or other purposes may be limited;
    
    our shareholders interests could be diluted as a result of the shares of our common
stock that would be issued in the event of conversion of all of our convertible
subordinated notes;
    
    we may be more vulnerable to economic downturns, less able to withstand competitive
pressures and less flexible in responding to changing business and economic conditions;
    
    a portion of our cash flow from operations will be dedicated to the payment of the
principal of, and interest on, our indebtedness;
    
    our ability to meet our payment and other obligations under our debt depends on our
ability to generate significant cash flow in the future and we cannot assure holders that
our business will generate cash flow from operations, or that future borrowings will be
available to us in an amount sufficient to enable us to meet our payment obligations under
our debt and to fund other liquidity needs; and
    
    our ability to have sufficient cash to satisfy our obligations, if any of our
outstanding convertible subordinated notes become convertible pursuant to their terms and
the holders elect to convert or if holders elect to put their notes to us on the specified
repurchase dates.
  Provisions in our governing documents could discourage takeovers and prevent shareholders from
realizing an investment premium.
  19




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We expect to incur significant costs integrating our recent acquisitions into a single business,
and if such integration is not successful we may not realize the expected benefits of the
acquisitions.
  
    
    employee redeployment, relocation or severance;
    
    conversion of information systems;
    
    combining research and development teams and processes;
    
    reorganization or closure of facilities;
    
    relocation or disposition of excess equipment; and
    
    the diversion of managements attention away from operations.
  We may not fully realize the anticipated benefits from our restructuring plan.
    
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  20




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ITEM 2. PROPERTIES.
       
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  21




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
  High
    
    LowFiscal Year Ended March 29, 2008First Quarter
    
    $
    6.76
    
    
    $
    6.00Second Quarter
    
    
    7.28
    
    
    
    5.57Third Quarter
    
    
    7.46
    
    
    
    5.40Fourth Quarter
    
    
    5.82
    
    
    
    2.52Fiscal Year Ended March 31, 2007First Quarter
    
    $
    9.58
    
    
    $
    5.49Second Quarter
    
    
    7.74
    
    
    
    5.25Third Quarter
    
    
    8.29
    
    
    
    6.69Fourth Quarter
    
    
    8.60
    
    
    
    6.12
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PERFORMANCE GRAPH
 
 Fiscal Year End2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008Total Return Index for:RF Micro Devices, Inc.
    
    
    
    100.00
    
    
    
    
    140.13
    
    
    
    
    82.34
    
    
    
    
    138.84
    
    
    
    
    100.00
    
    
    
    
    43.82NASDAQ Composite
    
    
    
    100.00
    
    
    
    
    151.01
    
    
    
    
    152.38
    
    
    
    
    181.06
    
    
    
    
    189.63
    
    
    
    
    177.49NASDAQ Electronic
Components
    
    
    
    100.00
    
    
    
    
    172.38
    
    
    
    
    143.55
    
    
    
    
    159.34
    
    
    
    
    147.79
    
    
    
    
    144.65
 Notes:
 A.
    
    The lines represent monthly index levels derived from compounded daily returns, assuming
investment of all dividends.
 B.
    
    The indexes are reweighted daily, using the market capitalization on the previous trading
day.
 C.
    
    If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding
trading day is used.
 D.
    
    The index level for all series was set to $100.00 on March 29, 2003.
 23




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Purchases of Equity Securities
 Total number ofshares purchased as
    
    
    Approximate dollar valueTotal number
    
    
    Average
    
    
    part of publicly
    
    
    of shares that may yet beof shares
    
    
    price paid
    
    
    announced plans or
    
    
    purchased under thePeriod
    
    purchased
    
    
    per share
    
    
    programs
    
    
    plans or programsDecember 30 to January 26
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    N/AJanuary 27 to February 23
    
    
    23,069,300
    
    
    $
    3.26
    
    
    
    23,069,300
    
    
    
    74,893,117February 24 to March 29
    
    
    6,930,700
    
    
    $
    3.31
    
    
    
    6,930,700
    
    
    
    51,937,619Total
    
    
    30,000,000
    
    
    $
    3.27
    
    
    
    30,000,000
  24




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ITEM 6. SELECTED FINANCIAL DATA.
 Fiscal Year Ended2008
    
    2007
    
    2006
    
    2005
    
    2004(In thousands, except per share data)Consolidated Statement of Operations
Data:Revenue
    
    $
    956,270
    
    
    $
    1,023,615
    
    
    $
    770,247
    
    
    $
    634,204
    
    
    $
    651,379Operating costs and expenses:Cost of goods sold
    
    
    681,314
    
    
    
    666,755
    
    
    
    501,224
    5
    
    
    417,079
    
    
    
    405,008Research and development
    
    
    207,362
    
    
    
    184,979
    
    
    
    168,858
    5
    
    
    156,464
    
    
    
    128,152Marketing and selling
    
    
    57,330
    
    
    
    53,863
    
    
    
    52,121
    5
    
    
    47,409
    
    
    
    45,226General and administrative
    
    
    42,080
    
    
    
    37,301
    
    
    
    29,589
    5
    
    
    25,053
    
    
    
    21,135Other operating expense (income)
    
    
    19,085
    
    
    
    (33,834
    )3
    
    
    (251
    )
    
    
    49,469
    6
    
    
    9,785
    7Total operating costs and expenses
    
    
    1,007,171
    1
    
    
    909,064
    
    
    
    751,541
    
    
    
    695,474
    
    
    
    609,306(Loss) income from operations
    
    
    (50,901
    )
    
    
    114,551
    
    
    
    18,706
    
    
    
    (61,270
    )
    
    
    42,073Interest expense
    
    
    (9,960
    )
    
    
    (4,583
    )
    
    
    (4,188
    )
    
    
    (6,506
    )
    
    
    (12,865
    )Interest income
    
    
    29,046
    
    
    
    9,305
    
    
    
    4,354
    
    
    
    4,018
    
    
    
    3,463Other income (expense), net
    
    
    3,906
    
    
    
    (32,874
    )4
    
    
    1,339
    
    
    
    (1,706
    )
    
    
    (2,478
    )(Loss) income before income taxes
    
    
    (27,909
    )
    
    
    86,399
    
    
    
    20,211
    
    
    
    (65,464
    )
    
    
    30,193Income tax benefit (expense)
    
    
    33,655
    2
    
    
    (2,983
    )
    
    
    (3,881
    )
    
    
    (581
    )
    
    
    (485
    )Net income (loss)
    
    $
    5,746
    
    
    $
    83,416
    
    
    $
    16,330
    
    
    $
    (66,045
    )
    
    $
    29,708Net income (loss) per share:Basic
    
    $
    0.03
    
    
    $
    0.43
    
    
    $
    0.09
    
    
    $
    (0.35
    )
    
    $
    0.16Diluted
    
    $
    0.02
    
    
    $
    0.39
    
    
    $
    0.08
    
    
    $
    (0.35
    )
    
    $
    0.15Shares used in per share calculation:Basic
    
    
    227,270
    
    
    
    192,137
    
    
    
    188,832
    
    
    
    186,985
    
    
    
    184,974Diluted
    
    
    230,299
    
    
    
    226,513
    
    
    
    192,781
    
    
    
    186,985
    
    
    
    213,272
 As of Fiscal Year End2008
    
    2007
    
    2006
    
    2005
    
    2004Consolidated Balance
Sheet Data:Cash and cash equivalents
    
    $
    129,750
    
    
    $
    228,940
    
    
    $
    81,588
    
    
    $
    26,016
    
    
    $
    102,965Short-term investments
    
    
    100,841
    
    
    
    89,678
    
    
    
    68,949
    
    
    
    134,828
    
    
    
    224,880Working capital
    
    
    486,442
    
    
    
    467,223
    
    
    
    303,403
    
    
    
    251,493
    
    
    
    434,485Total assets
    
    
    2,017,195
    1
    
    
    1,089,634
    
    
    
    938,835
    
    
    
    864,442
    
    
    
    995,601Long-term debt and
capital lease
obligations, less
current portion
    
    
    616,914
    
    
    
    245,709
    
    
    
    226,876
    
    
    
    226,168
    
    
    
    324,686Shareholders equity
    
    
    1,238,637
    1
    
    
    719,667
    
    
    
    599,357
    
    
    
    548,050
    
    
    
    603,138
 
 1
    
    Fiscal 2008 includes the effects of the acquisitions of Sirenza and Filtronic. See Note 7
to the Consolidated Financial Statements.2
    
    Income tax benefit for fiscal 2008 was $33.7 million, which primarily represented the
reduction of a valuation reserve against deferred tax assets, recognition of the tax benefit
associated with the operating losses generated in certain taxing jurisdictions, and the
revaluation of China-related deferred tax assets due to changes in the future income tax
rate. See Note 12 to the Consolidated Financial Statements.3
    
    During fiscal 2007, we recorded a $33.9 million gain (net of restructuring expenses) for the
sale of substantially all of our Bluetooth®assets. See Note 11 to
the Consolidated Financial Statements.4
    
    During the second quarter of fiscal 2007, we recorded a $33.9 million impairment charge
associated with the announcement of a merger of Jazz Semiconductor, Inc. with a wholly-
owned subsidiary of Acquicor Technology, Inc. and our intention to sell our equity
interest in Jazz. See Note 4 to the Consolidated Financial Statements.5
    
    During the fourth quarter of fiscal 2006, a non-cash variable accounting expense totaling
$19.9 million was recorded as a result of our option exchange program. This
expense was recorded directly in cost of goods sold ($2.8 million), research and
development ($10.9 million), marketing and selling ($3.9 million), and general and administrative
expenses ($2.3 million).6
    
    During the fourth quarter of fiscal 2005, a non-cash asset write-off was recorded relating
to the discontinuation of our WLAN chipset development efforts in the amount of $42.4
million. During the first quarter of fiscal 2005, we recorded a $6.2 million
charge for acquired in-process research and development associated with the Silicon Wave
acquisition
that we determined had no alternative future use.7
    
    During the fourth quarter of fiscal 2004, a non-cash asset impairment charge was recorded in
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 This Form 10-K includes forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about our plans, objectives, representations
and contentions and are not historical facts and typically are identified by use of terms such as
may, will, should, could, expect, plan, anticipate, believe, estimate, predict,
potential, continue and similar words, although some forward-looking statements are expressed
differently. You should be aware that the forward-looking statements included herein represent
managements current judgment and expectations, but our actual results, events and performance
could differ materially from those expressed or implied by forward-looking statements. We do not
intend to update any of these forward-looking statements or publicly announce the results of any
revisions to these forward-looking statements, other than as is required under the federal
securities laws. Our business is subject to numerous risks and uncertainties, including variability
in quarterly operating results, the rate of growth and development of wireless markets, risks
associated with our planned exit from our wireless systems business, risks that restructuring
charges may be greater and that the cost savings and other benefits from our restructuring may be
lower than originally anticipated, risks associated with the operation of our wafer fabrication
facilities, molecular beam epitaxy facility, assembly facilities and test and tape and reel
facilities, our ability to complete acquisitions and integrate acquired companies, including the
risk that we may not realize expected synergies from our business combinations, our ability to
attract and retain skilled personnel and develop leaders, variability in production yields, our
ability to reduce costs and improve gross margins by implementing innovative technologies, our
ability to bring new products to market, our ability to adjust production capacity in a timely
fashion in response to changes in demand for our products, dependence on a limited number of
customers, and dependence on third parties. These and other risks and uncertainties, which are
described in more detail under Item 1A Risk Factors in this Form 10-K, could cause actual results
and developments to be materially different from those expressed or implied by any of these
forward-looking statements.
  OVERVIEW
 Company
  ®
 Business Segments
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Fiscal 2008 Management Summary
 Our key financial and operational highlights for the fiscal year ended March 29, 2008, are as
follows:
 
    
    Our revenue decreased 6.6% in fiscal 2008 to $956.3 million as compared to $1,023.6
million in fiscal 2007. This decrease was primarily due to reduced demand for our POLARIS®
2 cellular transceivers from a major customer.
    
    Our gross profit was 28.8% of revenue in fiscal 2008 as compared to 34.9% of revenue in
fiscal 2007. This decrease resulted primarily from a shift in product mix and average
selling price (ASP) erosion. Also contributing to the lower gross margins were
amortization of acquired intangibles and amortization of acquisition-related inventory
step-up.
    
    Our net income per diluted share was $0.02 for fiscal 2008, compared to a net income per
diluted share of $0.39 for fiscal 2007.
    
    Our inventory turns decreased to 3.5 at March 29, 2008 as compared to 5.9 at March 31,
2007, as a result of increases in inventory levels due to the Sirenza and Filtronic
acquisitions. Also contributing to increased inventory levels was the timing of demand for
our transceiver and 3G multimode transmit modules.
    
    We generated positive cash flow from operations of $59.9 million for the fiscal year
ended March 29, 2008.
    
    During fiscal 2008, we issued $200 million aggregate principal amount of 0.75%
convertible subordinated notes due 2012 and $175 million aggregate principal amount of
1.00% convertible subordinated notes due 2014 in a private placement to an institutional
investor and received proceeds totaling $366.2 million. We subsequently registered the
resale of both series of notes and the underlying common stock into which the notes are
convertible.
    
    We reclassified $26.3 million of auction rate securities to long-term assets as a result
of the recent conditions in the global credit markets which have prevented some investors
from liquidating their holdings of auction rate securities.
    
    During the fourth quarter of fiscal 2008, we repurchased
approximately 30.0 million shares of common stock, which reduced the total number of our outstanding shares by
approximately 10%.
    
    We completed the acquisition of Sirenza during the third quarter of fiscal 2008. This
acquisition has diversified our product portfolio of high performance RF components for
multiple markets and has broadened our customer base.
    
    We completed the acquisition of Filtronic during the fourth quarter of fiscal 2008. We
expect the addition of Filtronics high-volume GaAs fabrication facility will significantly
reduce our GaAs pHEMT manufacturing costs and provide incremental GaAs manufacturing
capacity sufficient to support near-term anticipated growth. We also expect the addition
of Filtronics microwave and millimeter wave component business will augment the product
portfolio of our multi-market business.
    
    In the first quarter of fiscal 2009, we announced the reduction of our investments in
wireless systems, including cellular transceivers and GPS solutions, in order to focus on
RF component opportunities, including cellular front ends and the expanding portfolio of
semiconductor components in our multi-market business.
 27




---



##### Table of Contents



2009 Objectives and Management Expectations:
  
    
    Our Cellular Products Group will focus on high-volume cellular front ends and other
cellular components where we have a leading market share;
    
    We intend to retain our leadership in cellular front ends by retaining world class
design engineering talent and investing in state-of-the-art GaAs process technologies;
    
    We will fully support existing cellular transceivers that are in production and expect
that this business will grow in fiscal 2009;
    
    We will cease all new product development efforts in cellular transceivers and we expect
to divest our GPS business. These events are expected to eliminate product development
expenses related to our wireless systems business by approximately $75.0 million in fiscal
2009;
    
    Our Multi-Market Products Group will continue its focus on RF, microwave, and millimeter
wave components for multiple markets, including wireless infrastructure, WiFi,
CATV/broadband and aerospace and defense; and
    
    Our gross margins and operating profit are expected to improve as a result of better
operating efficiencies, improving product mix and increased sales.
 RESULTS OF OPERATIONS FOR FISCAL YEARS 2008, 2007 AND 2006
 REVENUE
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeRevenue
    
    $
    956,270
    
    
    $
    1,023,615
    
    
    
    (6.6
    %)
    
    $
    770,247
    
    
    
    32.9
    %
 ®
 ®
  Fiscal Year2008
    
    2007
    
    2006Customer 1
    
    
    59
    %
    
    
    44
    %
    
    
    38
    %Customer 2
    
    
    14
    %
    
    
    30
    %
    
    
    20
    %
  28




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##### Table of Contents



GROSS PROFIT
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeGross profit
    
    
    274,956
    
    
    $
    356,860
    
    
    
    (23.0
    %)
    
    $
    269,023
    
    
    
    32.7
    %As a percent of revenue
    
    
    28.8
    %
    
    
    34.9
    %
    
    
    (6.1
    ) ppt
    
    
    34.9
    %
    
    
    0.0
    ppt
    RESEARCH AND DEVELOPMENT
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeResearch and development
    
    $
    207,362
    
    
    $
    184,979
    
    
    
    12.1
    %
    
    $
    168,858
    
    
    
    9.5
    %As a percent of revenue
    
    
    21.7
    %
    
    
    18.1
    %
    
    
    3.6
    pt
    
    
    21.9
    %
    
    
    (3.8
    ) ppt
 Bluetooth®
   29




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##### Table of Contents



MARKETING AND SELLING
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeMarketing and selling
    
    $
    57,330
    
    
    $
    53,863
    
    
    
    6.4
    %
    
    $
    52,121
    
    
    
    3.3
    %As a percent of revenue
    
    
    6.0
    %
    
    
    5.3
    %
    
    
    0.7
    ppt
    
    
    6.8
    %
    
    
    (1.5
    ) ppt
     GENERAL AND ADMINISTRATIVE
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeGeneral and administrative
    
    $
    42,080
    
    
    $
    37,301
    
    
    
    12.8
    %
    
    $
    29,589
    
    
    
    26.1
    %As a percent of revenue
    
    
    4.4
    %
    
    
    3.6
    %
    
    
    0.8
    ppt
    
    
    3.8
    %
    
    
    (0.2
    ) ppt
    OTHER OPERATING (INCOME) EXPENSE
 2008 vs. 2007
    
    
    
    
    
    2007 vs. 2006Percent
    
    
    
    
    
    Percent(in thousands, except percentages)
    
    2008
    
    2007
    
    Change
    
    2006
    
    ChangeOther operating (income) expense
    
    $
    19,085
    
    
    $
    (33,834
    )
    
    
    (156.4
    )%
    
    $
    (251
    )
    
    
    (13,380
    )%As a percent of revenue
    
    
    2.0
    %
    
    
    (3.3
    )%
    
    
    5.3
    ppt
    
    
    (0.0
    )%
    
    
    (3.3
    ) ppt
 30




---



##### Table of Contents



Bluetooth®
 Bluetooth ®
  OTHER INCOME (EXPENSE) AND INCOME TAXES
 (in thousands)
    
    2008
    
    2007
    
    2006Interest expense
    
    $
    (9,960
    )
    
    $
    (4,583
    )
    
    $
    (4,188
    )Interest income
    
    
    29,046
    
    
    
    9,305
    
    
    
    4,354Impairment charge
    
    
    
    
    
    
    (33,959
    )
    
    
    Other income
    
    
    3,906
    
    
    
    1,085
    
    
    
    1,339Income tax
benefit (expense)
    
    
    33,655
    
    
    
    (2,983
    )
    
    
    (3,881
    )
 INTEREST
EXPENSE
 Capitalization of Interest Cost,
 Capitalization of Interest Cost,
 INTEREST
INCOME
   31




---



##### Table of Contents



IMPAIRMENT
CHARGE
   INCOME
TAXES
      32




---



##### Table of Contents



SHARE-BASED COMPENSATION
   LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
   33




---



##### Table of Contents



Cash Flows from Financing Activities
   IMPACT OF INFLATION
  OFF-BALANCE SHEET ARRANGEMENTS
  34




---



##### Table of Contents



CONTRACTUAL OBLIGATIONS
  Payments Due By PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsCapital commitments
    
    $
    14,486
    
    
    $
    14,486
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital Leases
    
    
    474
    
    
    
    233
    
    
    
    241Operating leases
    
    
    55,833
    
    
    
    10,998
    
    
    
    18,566
    
    
    
    14,150
    
    
    
    12,119Convertible debt (including interest)
    
    
    631,750
    
    
    
    6,700
    
    
    
    241,675
    
    
    
    205,750
    
    
    
    177,625Other debt (including interest)
    
    
    24,786
    
    
    
    5,821
    
    
    
    11,528
    
    
    
    7,437
    
    
    
    Purchase obligations
    
    
    24,041
    
    
    
    22,437
    
    
    
    1,604
    
    
    
    
    
    
    
    Total
    
    $
    751,370
    
    
    $
    60,675
    
    
    $
    273,614
    
    
    $
    227,337
    
    
    $
    189,744
 Capital Commitments
  Capital Leases
  Operating Leases
  Convertible Debt
    35




---



##### Table of Contents



Other Debt
    36




---



##### Table of Contents



Purchase Obligations
   OTHER
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Inventory Reserves.
  Intangible Assets and Goodwill.
 Bluetooth®
 37




---



##### Table of Contents



Impairment of Long-lived Assets.
  Investments.
   Share-Based Compensation.
 38




---



##### Table of Contents



Expected Volatility
   Expected Term
  Risk-Free Interest Rate
  Expected Dividend Yield
  Forfeitures
   39




---



##### Table of Contents



Income Taxes.
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Financial Risk Management
  Interest Rates
 Investments:
  40




---



##### Table of Contents



Convertible Debt and Capital Lease Obligations:
     Currency Exchange Rates
  41




---



##### Table of Contents



42




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageConsolidated Balance Sheets
    
    
    44Consolidated Statements of Operations
    
    
    46Consolidated Statements of Shareholders Equity
    
    
    47Consolidated Statements of Cash Flows
    
    
    48Notes to Consolidated Financial Statements
    
    
    50Report of Management on Internal Control Over Financial Reporting
    
    
    82Report of Independent Registered Public Accounting Firm on
Internal Control
    
    
    83Report of Independent Registered Public Accounting Firm
    
    
    84
 43




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Consolidated Balance Sheets
(In thousands)
 March 29,
    
    March 31,2008
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    129,750
    
    
    $
    228,940Restricted Cash
    
    
    504
    
    
    
    94Short-term investments (Notes 2 & 4)
    
    
    100,841
    
    
    
    89,678Accounts receivable, less allowance of
$797 and $366 as of March 29, 2008 and
March 31, 2007, respectively
    
    
    115,629
    
    
    
    102,307Inventories (Notes 2 & 5)
    
    
    190,753
    
    
    
    112,975Prepaid expenses
    
    
    13,630
    
    
    
    9,546Other receivables (Note 2)
    
    
    33,110
    
    
    
    29,860Other current assets (Note 12)
    
    
    37,816
    
    
    
    7,039Total current assets
    
    
    622,033
    
    
    
    580,439Property and equipment:Land
    
    
    3,206
    
    
    
    3,206Building
    
    
    84,526
    
    
    
    67,170Machinery and equipment
    
    
    559,385
    
    
    
    466,235Leasehold improvements
    
    
    108,091
    
    
    
    108,645Furniture and fixtures
    
    
    13,217
    
    
    
    11,973Computer equipment and software
    
    
    36,109
    
    
    
    29,806804,534
    
    
    
    687,035Less accumulated depreciation
    
    
    (421,574
    )
    
    
    (344,433
    )382,960
    
    
    
    342,602Construction in progress
    
    
    47,277
    
    
    
    30,853Total property and equipment, net
    
    
    430,237
    
    
    
    373,455Goodwill (Notes 2, 6 & 7)
    
    
    701,317
    
    
    
    114,897Intangible assets (Notes 2 & 6)
    
    
    205,072
    
    
    
    8,486Long-term investments (Notes 2 & 4)
    
    
    26,336
    
    
    
    617Other non-current assets (Notes 2 & Note 12)
    
    
    32,200
    
    
    
    11,740Total assets
    
    $
    2,017,195
    
    
    $
    1,089,634
 See accompanying notes.
 44




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
 March 29,
    
    March 31,2008
    
    2007Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    78,674
    
    
    $
    61,203Accrued liabilities
    
    
    52,111
    
    
    
    47,726Other current liabilities (Notes 8 & 9)
    
    
    4,806
    
    
    
    4,287Total current liabilities
    
    
    135,591
    
    
    
    113,216Long-term debt, net of unamortized discount of $8,664 and $2,579
as of March 29, 2008 and March 31, 2007 respectively (Note 9)
    
    
    616,698
    
    
    
    245,709Other long-term liabilities (Notes 8, 10, 12)
    
    
    26,269
    
    
    
    11,042Total liabilities
    
    
    778,558
    
    
    
    369,967Commitments
and contingent liabilities (Note 17)Shareholders equity:Preferred stock, no par value; 5,000 shares authorized; no shares
issued and outstanding
    
    
    
    
    
    
    Common stock, no par value; 500,000 shares authorized; 260,643
and 194,151 shares issued and outstanding as of March 29, 2008
and March 31, 2007, respectively (Notes 7 and 16)
    
    
    955,390
    
    
    
    480,135Additional paid-in capital
    
    
    148,914
    
    
    
    114,270Accumulated other comprehensive income, net of tax
    
    
    632
    
    
    
    379Retained earnings
    
    
    133,701
    
    
    
    124,883Total shareholders equity
    
    
    1,238,637
    
    
    
    719,667Total liabilities and shareholders equity
    
    $
    2,017,195
    
    
    $
    1,089,634
 See accompanying notes.
 45




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Consolidated Statements of Operations
(In thousands, except per share data)
 Fiscal Year2008
    
    2007
    
    2006Revenue$
    956,270
    
    
    $
    1,023,615
    
    
    $
    770,247Operating costs and expenses:Cost of goods sold
    
    
    681,314
    
    
    
    666,755
    
    
    
    501,224Research and development
    
    
    207,362
    
    
    
    184,979
    
    
    
    168,858Marketing and selling
    
    
    57,330
    
    
    
    53,863
    
    
    
    52,121General and administrative
    
    
    42,080
    
    
    
    37,301
    
    
    
    29,589Other
operating (income) expense (Notes 7 and 11)
    
    
    19,085
    
    
    
    (33,834
    )
    
    
    (251
    )Total operating costs and expenses
    
    
    1,007,171
    
    
    
    909,064
    
    
    
    751,541(Loss) income from operations
    
    
    (50,901
    )
    
    
    114,551
    
    
    
    18,706Interest expense
    
    
    (9,960
    )
    
    
    (4,583
    )
    
    
    (4,188
    )Interest income
    
    
    29,046
    
    
    
    9,305
    
    
    
    4,354Impairment of Jazz Semiconductor, Inc.
investment (Note 4)
    
    
    
    
    
    
    (33,959
    )
    
    
    Other income
    
    
    3,906
    
    
    
    1,085
    
    
    
    1,339(Loss) income before income taxes
    
    
    (27,909
    )
    
    
    86,399
    
    
    
    20,211Income tax benefit (expense)
    
    
    33,655
    
    
    
    (2,983
    )
    
    
    (3,881
    )Net income
    
    $
    5,746
    
    
    $
    83,416
    
    
    $
    16,330Net income per share:Basic
    
    $
    0.03
    
    
    $
    0.43
    
    
    $
    0.09Diluted
    
    $
    0.02
    
    
    $
    0.39
    
    
    $
    0.08Shares used in per share calculation:Basic
    
    
    227,270
    
    
    
    192,137
    
    
    
    188,832Diluted
    
    
    230,299
    
    
    
    226,513
    
    
    
    192,781
 See accompanying notes.
 46




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Consolidated Statements of Shareholders Equity
(In thousands)
 AccumulatedAdditional
    
    
    
    
    
    OtherCommon Stock
    
    Paid-in
    
    Deferred
    
    Comprehensive
    
    RetainedShares
    
    Amount
    
    Capital
    
    Compensation
    
    Income (Loss)
    
    Earnings
    
    TotalBalance, April 2, 2005
    
    
    188,063
    
    
    $
    454,712
    
    
    $
    78,511
    
    
    $
    (10,620
    )
    
    $
    310
    
    
    $
    25,137
    
    
    $
    548,050Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,330
    
    
    
    16,330Unrealized gain on marketable securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    345
    
    
    
    
    
    
    
    345Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300
    )
    
    
    
    
    
    
    (300
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    16,330
    
    
    
    16,375Issuance of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    7,670
    
    
    
    (7,670
    )
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (897
    )
    
    
    897
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    1,321
    
    
    
    3,879
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,879Issuance of common stock in connection with
Employee Stock Purchase Plan
    
    
    896
    
    
    
    4,105
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,105Share-based compensation for option modification
    
    
    
    
    
    
    
    
    
    
    21,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,820Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,128
    
    
    
    
    
    
    
    
    
    
    
    5,128Balance, April 1, 2006
    
    
    190,280
    
    
    $
    462,696
    
    
    $
    107,104
    
    
    $
    (12,265
    )
    
    $
    355
    
    
    $
    41,467
    
    
    $
    599,357Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,416
    
    
    
    83,416Unrealized loss on marketable securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )
    
    
    
    
    
    
    (92
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    116Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    83,416
    
    
    
    83,440Reclassification of deferred compensation in
relation
to the adoption of 
SFAS 123(R)
    
    
    
    
    
    
    
    
    
    
    (12,265
    )
    
    
    12,265
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    3,079
    
    
    
    12,838
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,838Issuance of common stock in connection with
Employee Stock Purchase Plan
    
    
    792
    
    
    
    4,601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,601Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    19,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,431Balance, March 31, 2007
    
    
    194,151
    
    
    $
    480,135
    
    
    $
    114,270
    
    
    $
    
    
    
    $
    379
    
    
    $
    124,883
    
    
    $
    719,667Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,746
    
    
    
    5,746Unrealized loss on marketable securities,
net of tax of $224
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (374
    )
    
    
    
    
    
    
    (374
    )Change in pension liability experience,
net of tax of $140
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291
    
    
    
    
    
    
    
    291Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    336Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    253
    
    
    
    5,746
    
    
    
    5,999Adjustment for the cumulative effect on prior
years of the adoption of Interpretation 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,072
    
    
    
    3,072Exercise of stock options
    
    
    1,523
    
    
    
    2,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,415Common stock issued for acquisition of Sirenza
    
    
    94,005
    
    
    
    568,164
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568,164Value of options/awards exchanged for acquisition
    
    
    
    
    
    
    
    
    
    
    9,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,094Equity issuance fees related to acquisition
    
    
    
    
    
    
    (280
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )Issuance of
common stock in connection with Employee Stock Purchase Plan
    
    
    964
    
    
    
    3,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,618Tax benefit from exercise of stock options
    
    
    
    
    
    
    
    
    
    
    6,165
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,165Repurchase
and retirement of common stock, including transaction costs
    
    
    (30,000
    )
    
    
    (98,662
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98,662
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    19,385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,385Balance, March 29, 2008
    
    
    260,643
    
    
    $
    955,390
    
    
    $
    148,914
    
    
    $
    
    
    
    $
    632
    
    
    $
    133,701
    
    
    $
    1,238,637
 See accompanying notes.
 47




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Consolidated Statements of Cash Flows
(In thousands)
 Fiscal Year2008
    
    2007
    
    2006Operating activities:Net income
    
    $
    5,746
    
    
    $
    83,416
    
    
    $
    16,330Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    81,991
    
    
    
    71,501
    
    
    
    63,729Amortization
    
    
    15,470
    
    
    
    2,830
    
    
    
    2,443Investment amortization, net
    
    
    (6,356
    )
    
    
    (189
    )
    
    
    553Deferred income taxes
    
    
    (37,077
    )
    
    
    (1,420
    )
    
    
    921Excess tax benefit from exercises of stock options
    
    
    (1,419
    )
    
    
    
    
    
    
    Gain on sale of substantially all Bluetooth®assets
    
    
    
    
    
    
    (36,378
    )
    
    
    Impairment of Jazz Semiconductor, Inc. investment
    
    
    511
    
    
    
    33,959
    
    
    
    Impairment of intangible license
    
    
    1,221
    
    
    
    
    
    
    
    Acquired in-process research and development cost
    
    
    13,860
    
    
    
    
    
    
    
    Foreign currency adjustments
    
    
    (4,518
    )
    
    
    (1,353
    )
    
    
    (738
    )Loss on disposal of assets, net
    
    
    137
    
    
    
    1,227
    
    
    
    415Share-based compensation expense
    
    
    19,312
    
    
    
    21,163
    
    
    
    25,025Changes in operating assets and liabilities:Accounts receivable
    
    
    12,408
    
    
    
    13,936
    
    
    
    (41,157
    )Inventories
    
    
    (34,484
    )
    
    
    1,914
    
    
    
    (39,769
    )Prepaid expenses and other current and non-current assets
    
    
    3,967
    
    
    
    (17,482
    )
    
    
    (2,534
    )Accounts payable
    
    
    7,270
    
    
    
    (7,185
    )
    
    
    23,889Accrued liabilities
    
    
    (13,317
    )
    
    
    8,607
    
    
    
    3,172Income taxes payable/recoverable income taxes
    
    
    (8,712
    )
    
    
    4,449
    
    
    
    1,123Other long-term liabilities
    
    
    3,885
    
    
    
    (554
    )
    
    
    284Net cash provided by operating activities
    
    
    59,895
    
    
    
    178,441
    
    
    
    53,686Investing activities:Purchase of available-for-sale securities
    
    
    (472,659
    )
    
    
    (88,443
    )
    
    
    (124,404
    )Proceeds from maturities of available-for-sale securities
    
    
    441,413
    
    
    
    67,945
    
    
    
    189,888Proceeds from sale of substantially all Bluetooth®assets
    
    
    
    
    
    
    32,616
    
    
    
    Purchase of
businesses, net of cash received and transaction costs
    
    
    (285,556
    )
    
    
    
    
    
    
    (4,905
    )Proceeds from sale of equity interest in Jazz Semiconductor, Inc.
    
    
    1,690
    
    
    
    23,105
    
    
    
    Purchase of property and equipment
    
    
    (122,678
    )
    
    
    (106,590
    )
    
    
    (66,108
    )Purchase of license
    
    
    
    
    
    
    
    
    
    
    (809
    )Proceeds from sale of property and equipment
    
    
    204
    
    
    
    549
    
    
    
    203Net cash used in investing activities
    
    
    (437,586
    )
    
    
    (70,818
    )
    
    
    (6,135
    )Financing activities:Proceeds
from convertible subordinated debt offering, net of discount of $8,250
    
    
    366,750
    
    
    
    
    
    
    
    Proceeds from bank loans
    
    
    5,954
    
    
    
    
    
    
    
    Proceeds from equipment term loan
    
    
    
    
    
    
    25,000
    
    
    
    Debt issuance costs
    
    
    (587
    )
    
    
    (210
    )
    
    
    Payment of debt
    
    
    (4,150
    )
    
    
    (2,854
    )
    
    
    Excess tax benefit from exercises of stock options
    
    
    1,419
    
    
    
    
    
    
    
    Extinguishment of the $300 million 3.75% convertible subordinated debt offering
    
    
    
    
    
    
    
    
    
    
    Proceeds from exercise of stock options, warrants and employee stock purchases
    
    
    6,033
    
    
    
    17,439
    
    
    
    7,984Share Repurchase
    
    
    (98,662
    )
    
    
    
    
    
    
    Equity transaction cost
    
    
    (281
    )
    
    
    
    
    
    
    Restricted Cash
    
    
    (504
    )
    
    
    (94
    )
    
    
    Repayment of capital lease obligations
    
    
    (157
    )
    
    
    
    
    
    
    (41
    )Net cash provided by financing activities
    
    
    275,815
    
    
    
    39,281
    
    
    
    7,943Net (decrease) increase in cash and cash equivalents
    
    
    (101,876
    )
    
    
    146,904
    
    
    
    55,494Cash and cash equivalents at beginning of year
    
    
    228,940
    
    
    
    81,588
    
    
    
    26,016Effect of exchange rate changes on cash
    
    
    2,686
    
    
    
    448
    
    
    
    78Cash and cash equivalents at end of year
    
    $
    129,750
    
    
    $
    228,940
    
    
    $
    81,588
 48




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands, except per share data)
 Fiscal Year2008
    
    2007
    
    2006Supplemental disclosure of cash flow informationCash paid during the year for interest
    
    $
    2,644
    
    
    $
    4,706
    
    
    $
    3,450Cash paid during the year for income taxes
    
    $
    13,272
    
    
    $
    5,449
    
    
    $
    1,814
 See accompanying notes.
 49




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 March 29, 2008
 1. COMPANY INFORMATION
  ®
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
 Principles of Consolidation
  Accounting Periods
  Reclassifications
  Share-Based Payment,
 50




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 Fair Value of Financial Instruments
  Use of Estimates
  Cash and Cash Equivalents
  Investments
  Available-for-Sale Investments
   51




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
  Other Investments
   Inventories
  Property and Equipment
 Capitalization of Interest Cost,
 Other Receivables
  Intangible Assets and Goodwill
  52




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
      Revenue Recognition
  53




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
     Shipping and Handling Cost
  Research and Development
  Advertising Costs
  Income Taxes
   54




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
     Share-Based Compensation
 Summary of Stock Option Plans
 1997 Key Employees Stock Option Plan
  Directors Option Plan
  1999 Stock Incentive Plan
  55




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 RF Nitro Communications, Inc. 2001 Stock Incentive Plan
  Resonext Communications, Inc. 1999 Stock Option Plan
  Sirenza Microdevices, Inc. Amended and Restated 1998 Stock Plan
  2003 Stock Incentive Plan
   2006 Directors Stock Option Plan
  56




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 Employee Stock Purchase Plan
     Share-Based Compensation
   57




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
   Accounting for Stock Issued to Employees
  Issues Related to the Accounting for
Stock Compensation under APB Opinion 25 and FASB Interpretation 44,
  58




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 A
summary of activity of the Companys director and employee stock option plans follows
 Weighted-Weighted-
    
    
    Average
    
    
    AggregateShares
    
    
    Average
    
    
    Remaining
    
    
    Intrinsic(in
    
    
    Exercise
    
    
    Contractual
    
    
    Valuethousands)
    
    
    Price
    
    
    Term (in years)
    
    
    (in thousands)Outstanding as of March 31, 2007
    
    
    23,024
    
    
    $
    7.46Granted
    
    
    5,142
    
    
    $
    4.51Exercised
    
    
    (918
    )
    
    $
    2.63Canceled
    
    
    (143
    )
    
    $
    6.47Forfeited
    
    
    (128
    )
    
    $
    7.66Outstanding as of March 29, 2008
    
    
    26,977
    
    
    $
    7.05
    
    
    
    5.64
    
    
    $
    2,568Vested and expected to vest as of
March 29, 2008
    
    
    26,951
    
    
    $
    7.05
    
    
    
    5.63
    
    
    $
    2,567Options exercisable as of March 29, 2008
    
    
    19,755
    
    
    $
    7.39
    
    
    
    4.56
    
    
    $
    2,455
   Fiscal Year2008
    
    2007
    
    2006Expected volatility
    
    
    50.6
    %
    
    
    52.5
    %
    
    
    45.8
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected term (in years)
    
    
    5.2
    
    
    
    5.0
    
    
    
    7.7Risk-free interest rate
    
    
    4.5
    %
    
    
    4.9
    %
    
    
    4.6
    %Weighted-average grant-date fair value of
options granted during the period
    
    $
    2.91
    
    
    $
    3.03
    
    
    $
    2.90
   59




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
      Transition Election Related
to Accounting for Tax Effects of Share-Based Payment Awards Accounting for Income Taxes Intraperiod Tax Allocation of the
Tax Effect of Pretax Income from Continuing Operations
  Weighted-AverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueBalance at March 31, 2007
    
    
    2,293
    
    
    $
    6.29Granted
    
    
    2,420
    
    
    
    6.21Vested
    
    
    (635
    )
    
    
    6.43Forfeited
    
    
    (48
    )
    
    
    6.15Balance at March 29, 2008
    
    
    4,030
    
    
    $
    6.22
 60




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
   Pro Forma Information under SFAS 123 for Periods Prior to Fiscal 2007
 Fiscal 2006Net income, as reported
    
    $
    16,330Non-cash share-based compensation included in net income
    
    
    25,025Pro forma share-based compensation cost
    
    
    (15,259
    )Pro forma net income
    
    $
    26,096Basic income per share, as reported
    
    $
    0.09Diluted net income per share, as reported
    
    $
    0.08Pro forma basic net income per share
    
    $
    0.14Pro forma diluted net income per share
    
    $
    0.14
 Accounting for Stock-Based Compensation, Accounting for Stock-Based Compensation-Transition and Disclosure.
 Foreign Currency Translation and Remeasurement
  61




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 Recent Accounting Pronouncements
 Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
      62




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
  3. CONCENTRATIONS OF CREDIT RISK
   Fiscal Year2008
    
    2007
    
    2006Customer 1
    
    
    59
    %
    
    
    44
    %
    
    
    38
    %Customer 2
    
    
    14
    %
    
    
    30
    %
    
    
    20
    %
  4. INVESTMENTS
  Available-for-Sale SecuritiesGross
    
    GrossUnrealized
    
    Unrealized
    
    EstimatedCost
    
    Gains
    
    Losses
    
    Fair ValueMarch 29, 2008Government-sponsored enterprises
    
    $
    56,223
    
    
    $
    971
    
    
    $
    
    
    
    $
    57,194Corporate debt securities
    
    
    43,701
    
    
    
    4
    
    
    
    (144
    )
    
    
    43,561Auction rate securities
    
    
    27,300
    
    
    
    
    
    
    
    (964
    )
    
    
    26,336Commercial paper
    
    
    83
    
    
    
    3
    
    
    
    
    
    
    
    86$
    127,307
    
    
    $
    978
    
    
    $
    (1,108
    )
    
    $
    127,177March 31, 2007Government-sponsored enterprises
    
    $
    2,500
    
    
    $
    
    
    
    $
    
    
    
    $
    2,500Corporate debt securities
    
    
    22,507
    
    
    
    
    
    
    
    (5
    )
    
    
    22,502Equity securities
    
    
    121
    
    
    
    496
    
    
    
    
    
    
    
    617Auction rate securities
    
    
    64,676
    
    
    
    
    
    
    
    
    
    
    
    64,676$
    89,804
    
    
    $
    496
    
    
    $
    (5
    )
    
    $
    90,295
  63




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS (continued)
  March 29, 2008
    
    
    March 31, 2007Estimated
    
    
    
    
    
    
    EstimatedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair ValueDue in less than one year
    
    $
    14,550
    
    
    $
    14,558
    
    
    $
    38,207
    
    
    $
    38,202Due after one year through five years
    
    
    85,457
    
    
    
    86,283
    
    
    
    
    
    
    
    Due after ten years
    
    
    27,300
    
    
    
    26,336
    
    
    
    51,476
    
    
    
    51,476Total investments in debt securities
    
    $
    127,307
    
    
    $
    127,177
    
    
    $
    89,683
    
    
    $
    89,678
   5. INVENTORIES
  Fiscal Year2008
    
    2007Raw materials
    
    $
    65,251
    
    
    $
    24,996Work in process
    
    
    70,167
    
    
    
    44,429Finished goods
    
    
    85,663
    
    
    
    58,942221,081
    
    
    
    128,367Inventory reserves
    
    
    (30,328
    )
    
    
    (15,392
    )Total inventories
    
    $
    190,753
    
    
    $
    112,975
 6. INTANGIBLE ASSETS AND GOODWILL
  Balance as of March 31, 2007
    
    $
    114,897Adjustments during the period
    
    
    586,420Balance as of March 29, 2008
    
    $
    701,317
  64




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. INTANGIBLE ASSETS AND GOODWILL (continued)
    March 29, 2008
    
    
    March 31, 2007Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible Assets:Technology licenses
    
    $
    10,851
    
    
    $
    7,052
    
    
    $
    12,625
    
    
    $
    6,697Customer relationships
    
    
    83,490
    
    
    
    3,454
    
    
    
    300
    
    
    
    300Acquired product technology and other
    
    
    134,634
    
    
    
    13,397
    
    
    
    6,842
    
    
    
    4,284Total
    
    $
    228,975
    
    
    $
    23,903
    
    
    $
    19,767
    
    
    $
    11,281
 Accounting for the
Impairment or Disposal of Long-Lived
Assets,
   EstimatedAmortizationFiscal Year Ending
    
    Expense2009
    
    $
    27,5732010
    
    
    27,5552011
    
    
    27,2292012
    
    
    27,1872013
    
    
    27,187
 65




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS
 Filtronic Compound Semiconductors Limited
   Cash consideration to Filtronic PLC
    
    $
    24,970Working capital refund from Filtronic PLC
    
    
    (3,640
    )Estimated transaction costs
    
    
    1,357Estimated total purchase price
    
    $
    22,687
  Cash
    
    $
    5Accounts receivable
    
    
    1,202Inventory
    
    
    9,331Other current assets
    
    
    1,263Other non-current assets
    
    
    17,334Total assets
    
    
    29,135Accounts payable and accruals
    
    
    (6,199
    )Other current liabilities
    
    
    (249
    )Total purchase price
    
    $
    22,687
   Sirenza Microdevices, Inc.
  66




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
  Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a
Purchase Business Combination, Share-based Payments,
   Fair value of RFMD common stock issued to Sirenza shareholders
    
    $
    568,285Cash consideration to Sirenza shareholders
    
    
    293,229Fair value of RFMD vested common stock awards issued as consideration
for replacement of outstanding Sirenza vested common stock awards
    
    
    9,094Estimated transaction costs
    
    
    9,933Estimated total purchase price
    
    $
    880,541
  Cash
    
    $
    43,928Accounts receivable
    
    
    22,335Inventory
    
    
    33,612Other current assets
    
    
    1,979Property, plant and equipment
    
    
    16,168Other non-current assets
    
    
    300Identifiable intangible assets:
 67




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
 Developed technology
    
    
    127,520Customer relationships
    
    
    83,190In-process research and development
    
    
    13,860Order backlog
    
    
    1,760Goodwill
    
    
    591,590Total assets
    
    
    936,242Accounts payable and accruals
    
    
    (26,668
    )Other current liabilities
    
    
    (2,148
    )Deferred taxes, net
    
    
    (24,586
    )Long-term liabilities
    
    
    (2,299
    )Total purchase price
    
    $
    880,541
       Fiscal 2008
    
    Fiscal 2007Revenue
    
    $
    1,065,848
    
    
    $
    1,160,193Net income
    
    $
    5,172
    
    
    $
    74,703Basic net income per common share
    
    $
    0.02
    
    
    $
    0.28Diluted net income per common share
    
    $
    0.02
    
    
    $
    0.26
  8. LEASES
  68




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 8. LEASES (Continued)
    Fiscal Years
    
    Capital
    
    
    Operating2009
    
    $
    233
    
    
    $
    10,9982010
    
    
    241
    
    
    
    9,5412011
    
    
    
    
    
    
    9,0252012
    
    
    
    
    
    
    7,9792013
    
    
    
    
    
    
    6,171Thereafter
    
    
    
    
    
    
    12,119Total minimum payment
    
    $
    474
    
    
    $
    55,833Less amounts representing interest
    
    
    25Present value of minimum lease payments
    
    
    449Less current portion
    
    
    233Obligations under capital leases, less current portion
    
    $
    216
   Sale-Leaseback
  69




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. LONG-TERM DEBT
  March 29, 2008
    
    
    March 31, 2007Convertible subordinated notes due 2010, net of discount
    
    $
    228,330
    
    
    $
    227,596Convertible subordinated notes due 2012, net of discount
    
    
    196,465
    
    
    
    Convertible subordinated notes due 2014, net of discount
    
    
    171,649
    
    
    
    Bank loan
    
    
    6,556
    
    
    
    Equipment term loan, net of discount
    
    
    18,180
    
    
    
    22,264Subtotal
    
    
    621,180
    
    
    
    249,860Less current portion of equipment term loan
    
    
    4,482
    
    
    
    4,151Total long-term debt
    
    $
    616,698
    
    
    $
    245,709
  Fiscal Years2009
    
    $
    4,4822010
    
    
    4,8232011
    
    
    233,4592012
    
    
    3,7462013 and thereafter
    
    
    374,670Total
    
    $
    621,180
 Convertible Debt
    70




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. LONG-TERM DEBT (continued)
       Other Debt
   71




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
  10. RETIREMENT BENEFIT PLANS
 Germany Defined Benefit Pension Plan
  Employers
Accounting for Defined Benefit Pension & Other Post Retirement Plans.
 U.S. Defined Contribution Plan
  U.K. Defined Contribution Plan
  11. ASSET SALE AND RELATED RESTRUCTURING CHARGES
 Bluetooth
 Bluetooth® Bluetooth® Bluetooth ®
 72




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
   12. INCOME TAXES
  Fiscal Year2008
    
    2007
    
    2006United States
    
    $
    (39,861
    )
    
    $
    75,256
    
    
    $
    13,867Foreign
    
    
    11,952
    
    
    
    11,143
    
    
    
    6,344Total
    
    $
    (27,909
    )
    
    $
    86,399
    
    
    $
    20,211
  Fiscal Year2008
    
    2007
    
    2006Current (expense) benefit:Federal
    
    $
    341
    
    
    $
    (1,562
    )
    
    $
    (63
    )State
    
    
    (50
    )
    
    
    220
    
    
    
    45Foreign
    
    
    (3,713
    )
    
    
    (3,061
    )
    
    
    (2,942
    )(3,422
    )
    
    
    (4,403
    )
    
    
    (2,960
    )Deferred (expense) benefit:Federal
    
    
    26,854
    
    
    
    (868
    )
    
    
    (1,940
    )State
    
    
    5,421
    
    
    
    (71
    )
    
    
    (86
    )Foreign
    
    
    4,802
    
    
    
    2,359
    
    
    
    1,10537,077
    
    
    
    1,420
    
    
    
    (921
    )Total
    
    $
    33,655
    
    
    $
    (2,983
    )
    
    $
    (3,881
    )
 73




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (Continued)
  Fiscal Year2008
    
    2007Deferred income tax assets:Allowance for bad debts
    
    $
    295
    
    
    $
    137Warranty reserve
    
    
    737
    
    
    
    201Inventory reserve
    
    
    11,317
    
    
    
    5,758Accrued vacation
    
    
    3,594
    
    
    
    2,723Sale/leaseback
    
    
    325
    
    
    
    366Write-down of investment
    
    
    4,678
    
    
    
    1,675Investment loss (income)
    
    
    1,718
    
    
    
    1,718Equity compensation
    
    
    13,681
    
    
    
    8,756Capitalized research and development expenses
    
    
    8,157
    
    
    
    4,560Accumulated depreciation/basis difference
    
    
    50,762
    
    
    
    3,463Net operating loss carry-forwards
    
    
    63,482
    
    
    
    13,956Research and other credits
    
    
    40,714
    
    
    
    44,644Capital loss carry-forward
    
    
    1,072
    
    
    
    Other deferred assets
    
    
    2,664
    
    
    
    617Other comprehensive income
    
    
    48
    
    
    
    Total deferred income tax assets
    
    
    203,244
    
    
    
    88,574Valuation allowance
    
    
    (38,792
    )
    
    
    (51,378
    )Net deferred income tax asset
    
    $
    164,452
    
    
    $
    37,196Deferred income tax liabilities:Accumulated depreciation/basis difference
    
    $
    (27,463
    )
    
    $
    (28,659
    )Amortization and purchase accounting basis difference
    
    
    (77,986
    )
    
    
    (1,442
    )Deferred gain
    
    
    (1,862
    )
    
    
    Inventory
    
    
    (1,923
    )
    
    
    Other deferred liabilities
    
    
    (858
    )
    
    
    (1,783
    )Other comprehensive income
    
    
    
    
    
    
    (226
    )Total deferred income tax liabilities
    
    
    (110,092
    )
    
    
    (32,110
    )Net deferred income tax asset
    
    $
    54,360
    
    
    $
    5,086Amounts included in Consolidated Balance Sheets:Current assets
    
    $
    35,058
    
    
    $
    7,039Current liabilities
    
    
    (167
    )
    
    
    Non-current assets
    
    
    30,078
    
    
    
    3,463Non-current liabilities
    
    
    (10,609
    )
    
    
    (5,416
    )Net deferred income tax asset
    
    $
    54,360
    
    
    $
    5,086
 74




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (Continued)
        75




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (Continued)
 Fiscal Year2008
    
    2007
    
    2006Amount
    
    Percentage
    
    Amount
    
    Percentage
    
    Amount
    
    PercentageIncome tax (expense) benefit at
statutory federal rate
    
    $
    9,768
    
    
    
    35.00
    %
    
    $
    (30,240
    )
    
    
    35.00
    %
    
    $
    (7,074
    )
    
    
    35.00
    %Decrease (increase) resulting from:State tax, net of federal benefit
    
    
    2,584
    
    
    
    9.26
    
    
    
    (264
    )
    
    
    0.31
    
    
    
    2,034
    
    
    
    (10.06
    )Research and development credits
    
    
    1,309
    
    
    
    4.69
    
    
    
    1,596
    
    
    
    (1.85
    )
    
    
    2,135
    
    
    
    (10.56
    )Foreign sales benefit
    
    
    
    
    
    
    
    
    
    
    2,515
    
    
    
    (2.91
    )
    
    
    2,477
    
    
    
    (12.25
    )Effect of change in foreign income
tax rate applied to deferred tax asset
    
    
    2,309
    
    
    
    8.27
    
    
    
    1,105
    
    
    
    (1.28
    )
    
    
    
    
    
    
    Foreign tax rate difference
    
    
    2,963
    
    
    
    10.62
    
    
    
    2,093
    
    
    
    (2.42
    )
    
    
    382
    
    
    
    (1.89
    )Change in reserve for deferred tax
assets
    
    
    20,065
    
    
    
    71.89
    
    
    
    19,721
    
    
    
    (22.83
    )
    
    
    (4,140
    )
    
    
    20.49In-process research and development
    
    
    (4,739
    )
    
    
    (16.98
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (604
    )
    
    
    (2.16
    )
    
    
    491
    
    
    
    (0.57
    )
    
    
    305
    
    
    
    (1.53
    )$
    33,655
    
    
    
    120.59
    %
    
    $
    (2,983
    )
    
    
    3.45
    %
    
    $
    (3,881
    )
    
    
    19.20
    %
  Balance at March 31, 2007
    
    $
    15,299Additions based on positions related to current year
    
    
    4,218Additions for tax positions in prior years
    
    
    2,043Additions for tax positions assumed in business combinations
    
    
    810Reductions for tax positions in prior years
    
    
    (1,160
    )Expiration of Statute of Limitations
    
    
    (556
    )Settlements
    
    
    Balance at March 29, 2008
    
    $
    20,654
    76




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 13. NET INCOME PER SHARE
  For Fiscal Year2008
    
    2007
    
    2006Numerator for basic and diluted net income per share:Net income available to common shareholders
    
    $
    5,746
    
    
    $
    83,416
    
    
    $
    16,330Plus: Income impact of assumed conversions for
interest on 1.50% convertible notes
    
    
    
    
    
    
    4,056
    
    
    
    Net income plus assumed conversion of notes Numerator for diluted net income per share
    
    $
    5,746
    
    
    $
    87,472
    
    
    $
    16,330Denominator:Denominator for basic net income per share 
weighted average shares
    
    
    227,270
    
    
    
    192,137
    
    
    
    188,832Effect of dilutive securities:Employee stock options
    
    
    3,029
    
    
    
    4,232
    
    
    
    3,949Assumed conversion of 1.50% convertible notes
    
    
    
    
    
    
    30,144
    
    
    
    Denominator for diluted net income per share 
adjusted weighted average shares and assumed
conversions
    
    
    230,299
    
    
    
    226,513
    
    
    
    192,781Basic net income per share
    
    $
    0.03
    
    
    $
    0.43
    
    
    $
    0.09Diluted net income per share
    
    $
    0.02
    
    
    $
    0.39
    
    
    $
    0.08
      77




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 13. NET INCOME (LOSS) PER SHARE (Continued)
  14. SHAREHOLDER RIGHTS PLAN
  15. COMMON STOCK RESERVED FOR FUTURE ISSUANCE
  Outstanding stock options under formal directors and employees stock option plans
    
    
    26,977Possible future issuance under Company stock option plans
    
    
    14,281Outstanding directors options outside of non-employee directors option plan
    
    
    80Employee stock purchase plan
    
    
    2,298Restricted share-based awards granted
    
    
    4,030Possible future issuance pursuant to convertible subordinated notes
    
    
    66,333Total shares reserved
    
    
    113,999
 16. SHARE REPURCHASE
  78




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 17. COMMITMENTS AND CONTINGENCIES
 Legal
  18. RELATED PARTY TRANSACTIONS
   19. GEOGRAPHIC INFORMATION
  Fiscal Year2008
    
    2007
    
    2006Sales:United States (U.S.)
    
    $
    100,907
    
    
    $
    73,773
    
    
    $
    113,200International
    
    
    855,363
    
    
    
    949,842
    
    
    
    657,047
 Fiscal Year2008
    
    2007
    
    2006Sales:United States
    
    
    11
    %
    
    
    7
    %
    
    
    15
    %Asia
    
    
    67
    
    
    
    74
    
    
    
    65Europe
    
    
    19
    
    
    
    17
    
    
    
    17Central and South America
    
    
    2
    
    
    
    1
    
    
    
    2Canada
    
    
    <1
    
    
    
    <1
    
    
    
    <1Other
    
    
    <1
    
    
    
    <1
    
    
    
    <1
 79




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 19. GEOGRAPHIC INFORMATION (continued)
  Fiscal Year(in thousands)
    
    2008
    
    2007
    
    2006Net Revenue:Cellular Products Group
    
    $
    841,405
    
    
    $
    958,389
    
    
    $
    707,494Multi-Market Products Group
    
    
    114,865
    
    
    
    65,226
    
    
    
    62,753Total
    
    $
    956,270
    
    
    $
    1,023,615
    
    
    $
    770,247
  Fiscal Year2008
    
    2007
    
    2006Long-lived
tangible assets:United States
    
    $
    338,395
    
    
    $
    324,374
    
    
    $
    303,358International
    
    
    91,842
    
    
    
    49,081
    
    
    
    37,935
  20. QUARTERLY DATA (UNAUDITED):
 Fiscal 2008 Quarter(in thousands, exceptper share data)
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    211,599
    
    
    $
    255,845
    
    
    $
    268,182
    
    
    $
    220,644
    3Gross profit
    
    
    66,698
    
    
    
    82,265
    
    
    
    70,310
    
    
    
    55,683
    3Net income (loss)
    
    
    23,601
    1
    
    
    14,462
    
    
    
    (15,077
    )2
    
    
    (17,240
    )3Net income (loss) per share:Basic
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    (0.06
    )Diluted
    
    $
    0.11
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    (0.06
    )
 Fiscal 2007 Quarter(in thousands, exceptper share data)
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    238,335
    
    
    $
    246,919
    
    
    $
    281,091
    
    
    $
    257,270Gross profit
    
    
    79,656
    
    
    
    86,141
    
    
    
    100,497
    
    
    
    90,566Net income (loss)
    
    
    13,934
    
    
    
    (19,977

)4
    
    
    59,326
    5
    
    
    30,133Net income (loss) per share:Basic
    
    $
    0.07
    
    
    $
    (0.10
    )
    
    $
    0.31
    
    
    $
    0.16Diluted
    
    $
    0.07
    
    
    $
    (0.10
    )
    
    $
    0.26
    
    
    $
    0.14
 80




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 20. QUARTERLY DATA (UNAUDITED) (continued):
   Business Combination
   Bluetooth®
 21. SUBSEQUENT EVENTS:
   81




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##### Table of Contents



REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
        Internal
ControlIntegrated Framework.
  82




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##### Table of Contents



Report of Independent Registered Public Accounting Firm on Internal Control
         /s/ Ernst & Young LLP   83




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Accounting for Uncertainty in Income Taxes, an
interpretation of Financial Accounting Standard No. 109. Share-Based Payment
  /s/ Ernst & Young LLP 
 84




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 (a) Evaluation of disclosure controls and procedures
  Internal control over financial reporting
   Changes in internal control over financial reporting
  
 ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
   85




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##### Table of Contents



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, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    Financial Statements
 i.
    
    Consolidated Balance Sheets as of March 29, 2008 and March 31, 2007.ii.
    
    Consolidated Statements of Operations for fiscal years 2008, 2007 and 2006.iii.
    
    Consolidated Statements of Shareholders Equity for fiscal years 2008, 2007
and 2006.iv.
    
    Consolidated Statements of Cash Flows for fiscal years 2008, 2007 and 2006.v.
    
    Notes to Consolidated Financial Statements.
 Report of Management on Internal Control Over Financial Reporting.Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting.Report of Independent Registered Public Accounting Firm on Financial Statements.
 (2)
    
    Financial Statement Schedules:
 Schedule II  Valuation and Qualifying Accounts appears below.
 86




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##### Table of Contents



Balance at
    
    Additions
    
    Additions AmountBeginning of
    
    Charged to Costs
    
    Acquired through
    
    Deductions
    
    Balance at EndPeriod
    
    and Expenses
    
    Acquisition
    
    from Reserve
    
    of PeriodYear ended
March 29, 2008Allowance for doubtful
accounts
    
    $
    366
    
    
    $
    62
    
    
    $
    1,654
    
    
    $
    1,286
    (i)
    
    $
    796Inventory reserve
    
    
    15,392
    
    
    
    5,816
    
    
    
    12,423
    
    
    
    3,303
    (ii)
    
    
    30,328Year ended
March 31, 2007Allowance for doubtful
accounts
    
    $
    386
    
    
    $
    
    
    
    $
    
    
    
    $
    20
    (i)
    
    $
    366Inventory reserve
    
    
    16,673
    
    
    
    7,259
    
    
    
    
    
    
    
    8,540
    (ii)
    
    
    15,392Year ended
April 1, 2006Allowance for doubtful
accounts
    
    $
    566
    
    
    $
    (35
    )
    
    $
    
    
    
    $
    145
    (i)
    
    $
    386Inventory reserve
    
    
    22,453
    
    
    
    4,274
    
    
    
    
    
    
    
    10,054
    (ii)
    
    
    16,673
 
 (i)
    
    The Company wrote-off a fully reserved balance against the related receivable;
write-offs totaled $0.7 million, $0.0 million, and $0.2 million for the fiscal years ended
March 29, 2008, March 31, 2007, and April 1, 2006, respectively.(ii)
    
    The Company wrote-off scrap related to quality and obsolescence against a fully reserved balance and
reduced reserves based on the Companys reserve policy.(3)
    
    The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.     87




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##### Table of Contents



SIGNATURES
  RF Micro Devices, Inc.Date: May 28, 2008
    By:
    /s/ Robert A. BruggeworthRobert A. BruggeworthPresident and Chief Executive Officer   88




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##### Table of Contents



/s/ Robert A. Bruggeworth
    
    
    
    Name:
    
    Robert A. BruggeworthTitle:
    
    President, Chief Executive Officer and Director(principal executive officer)/s/ William A. Priddy, Jr.
    
    
    
    Name:
    
    William A. Priddy, Jr.Title:
    
    Chief Financial Officer, Corporate Vice Presidentof Administration and Secretary(principal financial officer)/s/ Barry D. Church
    
    
    
    Name:
    
    Barry D. ChurchTitle:
    
    Vice President and Corporate Controller(principal accounting officer)/s/ Albert E. Paladino
    
    
    
    Name:
    
    Dr. Albert E. PaladinoTitle:
    
    Chairman of the Board of DirectorsName:
    
    Daniel A. DiLeoTitle:
    
    Director/s/ Jeffery R. Gardner
    
    
    
    Name:
    
    Jeffery R. GardnerTitle:
    
    Director/s/ John R. Harding
    
    
    
    Name:
    
    John R. HardingTitle:
    
    Director/s/ David A. Norbury
    
    
    
    Name:
    
    David A. NorburyTitle:
    
    Director/s/ William J. Pratt
    
    
    
    Name:
    
    William J. PrattTitle:
    
    Director/s/
Casimir S. Skrzypczak
    
    
    
    Name:
    
    Casimir S. SkrzypczakTitle:
    
    Director/s/ Erik H. van der Kaay
    
    
    
    Name:
    
    Erik H. van der KaayTitle:
    
    Director/s/ Walter H. Wilkinson, Jr.
    
    
    
    Name:
    
    Walter H. Wilkinson, Jr.Title:
    
    Director
 89




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##### Table of Contents



ExhibitNo.
    
    Description2.1
    
    Agreement and Plan of Merger among RF Micro Devices, Inc., Deere Merger Corp. and
Silicon Wave, Inc., dated as of April 21, 2004 (1)2.2
    
    Asset Purchase Agreement, by and among QUALCOMM Incorporated, RF Micro Devices, Inc.
and RFMD WPAN, Inc., dated as of December 1, 2006 (2)2.3
    
    Agreement and Plan of Merger and Reorganization, dated as of August 12, 2007, by and
among RF Micro Devices, Inc., Iceman Acquisition Sub, Inc., and Sirenza Microdevices,
Inc. (29)3.1
    
    Restated Articles of Incorporation of RF Micro Devices, Inc., dated July 27, 1999 (3)3.2
    
    Articles of Amendment of RF Micro Devices, Inc. to Articles of Incorporation, dated
July 26, 2000 (4)3.3
    
    Articles of Amendment of RF Micro Devices, Inc. to Articles of Incorporation, dated
August 10, 2001 (5)3.4
    
    Bylaws of RF Micro Devices, Inc., as amended and restated through November 8, 2007 (31)4.1
    
    Specimen Certificate of Common Stock (7)4.2(a)
    
    Rights Agreement, by and between RF Micro Devices, Inc. and First Union National Bank,
as Rights Agent, dated as of August 10, 2001 (8)4.2(b)
    
    First Amendment to Rights Agreement, dated as of July 22, 2003, between RF Micro
Devices, Inc., and Wachovia Bank, National Association (formerly First Union National
Bank), as Rights Agent (9)4.3
    
    Indenture, dated as of July 1, 2003, between RF Micro Devices, Inc. and Wachovia Bank,
National Association, as Trustee (10)4.4
    
    Form of Note for 1.50% Convertible Subordinated Notes due July 1, 2010, filed as
Exhibit A to Indenture, dated as of July 1, 2003, between RF Micro Devices, Inc. and
Wachovia Bank National Association, as Trustee (10)4.5
    
    Registration Rights Agreement, by and among RF Micro Devices, Inc. and the Initial
Purchasers named therein, dated as of July 1, 2003 (10)4.6
    
    Indenture, dated as of April 4, 2007, between RF Micro Devices, Inc. and U.S. Bank
National Association, as Trustee, relating to the 0.75% Convertible Subordinated Notes
due April 15, 2012 (11)4.7
    
    Form of Note for 0.75% Convertible Subordinated Notes due April 15, 2012, filed as
Exhibit A to Indenture, dated as of April 4, 2007, between RF Micro Devices, Inc. and
U.S. Bank National Association, as Trustee (11)4.8
    
    Indenture, dated as of April 4, 2007, between RF Micro Devices, Inc. and U.S. Bank
National Association, as Trustee, relating to the 1.00% Convertible Subordinated Notes
due April 15, 2014 (11)
 90




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ExhibitNo.
    
    Description4.9
    
    Form of Note for 1.00% Convertible Subordinated Notes due April 15, 2014, filed as
Exhibit A to Indenture, dated as of April 4, 2007, between RF Micro Devices, Inc. and
U.S. Bank National Association, as Trustee (11)4.10
    
    Registration Rights Agreement between RF Micro Devices, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, dated as of April 4,
2007 (11)The registrant hereby undertakes to furnish to the Securities and Exchange Commission,
upon its request, a copy of any instrument defining the rights of holders of long-term
debt of the registrant not filed herewith pursuant to Item 601 (b) (4) (iii) of
Regulation S-K10.1
    
    1997 Key Employees Stock Option Plan of RF Micro Devices, Inc., as amended (12)*10.2
    
    Form of Stock Option Agreement (1997 Key Employees Stock Option Plan) (7)*10.3
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Walter H. Wilkinson, Jr., as amended (12)*10.4
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Albert E. Paladino, as amended (12)*10.5
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Erik H. van der Kaay, as amended (12)*10.6
    
    1999 Stock Incentive Plan of RF Micro Devices, Inc., as amended (12)*10.7
    
    RF Nitro Communications, Inc. 2001 Stock Incentive Plan (as amended and restated
effective October 23, 2001) (13)10.8
    
    Resonext Communications, Inc. 1999 Stock Plan (as amended and restated effective
December 19, 2002) (14)10.9
    
    License and Technical Assistance Agreement, by and between the Electronic Systems &
Technology Division of the Space and Electronics Group of TRW Inc. and RF Micro
Devices, Inc., dated June 6, 1996 (7)10.10
    
    Lease Agreement, dated October 31, 1995, between RF Micro Devices, Inc. and Piedmont
Land Company, as amended (15)10.11
    
    Lease Agreement, dated October 9, 1996, between RF Micro Devices, Inc. and
Highwoods/Forsyth Limited Partnership, as amended (15)10.12
    
    Lease Agreement, dated February 12, 1999, between Highwoods Realty Limited Partnership
and RF Micro Devices, Inc. (16)10.13
    
    Lease Agreement, dated May 25, 1999, by and between CK Deep River, LLC and RF Micro
Devices, Inc. (17)10.14
    
    Lease Agreement, dated November 5, 1999, between Highwoods Realty Limited Partnership
and RF Micro Devices, Inc. (12)
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ExhibitNo.
    
    Description10.15
    
    Change in Control Agreement, effective as of March 1, 2001, between RF Micro Devices,
Inc. and William J. Pratt (18)*10.16
    
    Change in Control Agreement, effective as of March 1, 2001, between RF Micro Devices,
Inc. and Jerry D. Neal (18)*10.17
    
    Change in Control Agreement, effective as of March 1, 2001, between RF Micro Devices,
Inc. and William A. Priddy, Jr. (18)*10.18
    
    Change in Control Agreement, effective as of March 1, 2001, between RF Micro Devices,
Inc. and Barry D. Church (6)*10.19
    
    Change in Control Agreement, effective as of March 1, 2001 between RF Micro Devices,
Inc. and Suzanne B. Rudy (6)*10.20
    
    Amended and Restated Change in Control Agreement effective as of January 10, 2003,
between RF Micro Devices, Inc. and Robert A. Bruggeworth (19)*10.21
    
    Change in Control Agreement, effective as of June 9, 2003, between RF Micro Devices,
Inc. and Steven E. Creviston (20)*10.22
    
    Change in Control Agreement, effective as of May 15, 2004, between RF Micro Devices,
Inc. and James D. Stilson (6)*10.23
    
    Change in Control Agreement, effective as of February 1, 2005, between RF Micro
Devices, Inc. and Gregory J. Thompson (21)*10.24
    
    Form of Amendment No. 1 to Change in Control Agreements, effective as of June 9, 2005
(22)*10.25
    
    Amended and Restated Preferred Stock Purchase Agreement, dated October 15, 2002, by
and between Jazz Semiconductor, Inc. and RF Micro Devices, Inc. (23)10.26
    
    2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended effective June 1, 2006
(24)*10.27
    
    Form of Stock Option Agreement (Senior Officers) pursuant to the 2003 Stock Incentive
Plan of RF Micro Devices, Inc., as amended effective June 1, 2006 (25)*10.28
    
    Form of Restricted Stock Award Agreement (Service-Based Award for Senior Officers)
pursuant to the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended
effective June 1, 2006 (25)*10.29
    
    Form of Stock Option Agreement for Employees pursuant to the 2003 Stock Incentive Plan
of RF Micro Devices, Inc. (22)*10.30
    
    Form of Restricted Stock Award Agreement (Service-Based Award for Employees) pursuant
to the 2003 Stock Incentive Plan of RF Micro Devices, Inc. (22)*
 92




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ExhibitNo.
    
    Description10.31
    
    Form of Stock Option Agreement for Nonemployee Directors pursuant to the 2003 Stock
Incentive Plan of RF Micro Devices, Inc. (26)*10.32
    
    RF Micro Devices, Inc. 2006 Directors Stock Option Plan, effective July 31, 2006 (27)*10.33
    
    Form of Stock Option Agreement  Initial Option, for Nonemployee Directors pursuant to
the RF Micro Devices, Inc. 2006 Directors Stock Option Plan, effective July 31, 2006
(25)*10.34
    
    Form of Stock Option Agreement  Annual Option, for Nonemployee Directors pursuant to
the RF Micro Devices, Inc. 2006 Directors Stock Option Plan, effective July 31, 2006
(25)*10.35
    
    RF Micro Devices, Inc. Cash Bonus Plan, effective June 1, 2006 (25)*10.36
    
    Nonemployee Directors Stock Option Plan of RF Micro Devices, Inc. (as amended and
restated through June 13, 2003) (28)*10.37
    
    Offer letter between RF Micro Devices, Inc. and Robert Van Buskirk, dated August 13,
2007 (30)*10.38
    
    Noncompetition Agreement, dated August 13, 2007, executed by Robert Van Buskirk in
favor of RF Micro Devices, Inc., Sirenza Microdevices, Inc. and other beneficiaries
(30)*10.39
    
    RFMD NC Inventions, Confidentiality and Non-Solicitation Agreement, dated August 13,
2007, by and between Robert Van Buskirk and RF Micro Devices, Inc. (30)*10.40
    
    Sirenza Microdevices, Inc. Amended and Restated 1998 Stock Plan, as Assumed by RF
Micro Devices, Inc. and Amended and Restated Effective November 13, 2007 (31)*10.41
    
    Change in Control Agreement between RF Micro Devices, Inc. and Robert Van Buskirk,
effective as of November 14, 2007 (32)*10.42
    
    Form of Restricted Stock Award Agreement (Performance-Based and Service-Based Award
for Senior Officers) pursuant to the 2003 Stock Incentive Plan of RF Micro Devices,
Inc.*21
    
    Subsidiaries of RF Micro Devices, Inc.23
    
    Consent of Ernst & Young LLP31.1
    
    Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer,
pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial
Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 93




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ExhibitNo.
    
    Description32.2
    
    Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to the exhibit filed with our Current Report on Form 8-K,
filed June 8, 2004.(2)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed December 7, 2006.(3)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 26, 1999.(4)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended July 1, 2000.(5)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended September 29, 2001.(6)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended April 3, 2004.(7)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-
1/A, filed April 8, 1997 (File No. 333-22625).(8)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form 8-A, filed August 14, 2001.(9)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form 8-A/A, filed August 1, 2003.(10)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement filed on Form S-3, filed August 22, 2003 (File No. 333-108141).(11)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed April 10, 2007.(12)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 25, 1999.(13)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed November 30, 2001 (File No. 333-74230).(14)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed December 20, 2002 (File No. 333-102048).(15)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-1, filed February 28, 1997 (File No. 333-22625). 94




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(16)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 27, 1999.(17)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 26, 1999.(18)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 31, 2001.(19)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 28, 2002.(20)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended September 27, 2003.(21)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed February 2, 2005.(22)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended April 2, 2005.(23)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended September 28, 2002.(24)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed August 2, 2006 (File No. 333-136250).(25)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 7, 2006.(26)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2005.(27)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed August 2, 2006 (File No. 333-136251).(28)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed May 8, 2006.(29)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 16, 2007.(30)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-4, filed September 13, 2007 (File No. 333-146027).(31)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed November 15, 2007 (File No. 333-147432).(32)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed November 19, 2007.*
    
    Executive compensation plan or agreement 95




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Our SEC file number for documents filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, is 000-22511. 96