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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 April 3, 2010
 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
State or other jurisdiction of 
incorporation or organization
    
    56-1733461
(I.R.S. Employer
Identification No.)7628 Thorndike Road 
Greensboro, North Carolina
(Address of principal executive offices)
    
    27409-9421
(Zip Code)
 (336) 664-1233
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, no par value (Preferred 
Share Purchase Rights are attached to 
and trade with the Common Stock)
    
    The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 Securities registered pursuant to Section 12(g) of the Act:
 þ o
 o þ
 þ o
 o 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 APRIL 3, 2010
 INDEX
 PageForward-Looking Information
    
    
    3PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    21Item 2.
    
    Properties
    
    
    21Item 3.
    
    Legal Proceedings
    
    
    21Item 4.
    
    (Removed and Reserved)
    
    
    22PART 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
    
    
    45Item 8.
    
    Financial Statements and Supplementary Data
    
    
    49Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    100Item 9A.
    
    Controls and Procedures
    
    
    100Item 9B.
    
    Other Information
    
    
    100PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    100Item 11.
    
    Executive Compensation
    
    
    101Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    101Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    101Item 14.
    
    Principal Accounting Fees and Services
    
    
    101PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    101Signatures
    
    
    103Exhibit Index
    
    
    105EX-10.52EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2
  2




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




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Industry Overview
     4




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Strategy
       5




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Markets
  Aerospace and Defense
 Broadband Components
 Cellular Handsets
 Wireless Infrastructure
 Wireless Networking
 Other Markets
 6




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Manufacturing
       Products and Applications
  7




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Raw Materials
  Customers
  Financial Statements and Supplementary Data
 Sales and Marketing
   Research and Development
    8




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Competition
  Intellectual Property
    9




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Seasonality
  Backlog
  Employees
  Geographic Financial Summary
  Fiscal Year2010
    
    2009
    
    2008Sales:United States
    
    $
    151,673
    
    
    $
    159,885
    
    
    $
    100,907International
    
    
    826,720
    
    
    
    726,621
    
    
    
    855,363Long-lived tangible assets:United States
    
    $
    178,012
    
    
    $
    224,461
    
    
    $
    338,395International
    
    
    69,073
    
    
    
    90,666
    
    
    
    91,842
  10




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Risk
Factors.
 Environmental Matters
    Access to Public Information
  
   11




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ITEM 1A. RISK FACTORS.
 Our operating results fluctuate.
  
    
    changes in business and economic conditions, including downturns in the
semiconductor industry and/or the overall economy;
    
    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 customers and distributors ability to manage the inventory that they hold and
to forecast their
demand;
    
    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; and
    
    our ability to efficiently utilize our capacity efficiently, or to acquire
additional capacity, in response to customer demand.
  Our operating results may be adversely impacted by the inability of certain of our customers to
access their traditional sources of credit to finance the purchase of products from us, which could
lead them to reduce their level of purchases or seek credit or other accommodations from us.
  Certain of our suppliers may be unable to access their traditional sources of credit to finance
their operations, which could lead them to reduce their level of support to us.
  12




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Our industrys technology changes rapidly.
  We depend on a few large customers for a substantial portion of our revenue.
   We operate in a very competitive industry and must continue to implement innovative technologies.
   Our operating results are substantially dependent on development of new products.
  
    
    the accuracy of our prediction of market requirements and evolving standards;
    
    our ability to design products that meet our customers cost, size and performance
requirements;
    
    acceptance of our new product designs;
    
    the availability of qualified product designers;
 13




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
    
    our timely completion and execution on the product designs and ramp of new products
according to our customers 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.
  Decisions about the scope of operations of our business could affect our results of operations and
financial condition.
  
    
    timing and execution of plans and programs that may be subject to local labor law
requirements, including consultation with appropriate work councils;
    
    changes in assumptions related to severance and postretirement costs;
    
    future divestitures;
    
    new business initiatives and changes in product roadmap, development and manufacturing;
    
    changes in employment levels and turnover rates;
    
    changes in product demand and the business environment; and
    
    changes in the fair value of certain long-lived assets.
 We face risks associated with the operation of our manufacturing facilities.
   
    
    demand for our products;
    
    our ability to adjust production capacity in a timely fashion in response to changes
in demand for our products;
    
    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;
 14




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
    
    the availability of raw materials 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.
 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.
  Industry overcapacity and current macroeconomic conditions could cause us to underutilize our
manufacturing facilities and have a material adverse effect on our financial performance.
  15




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We are subject to increased inventory risks and costs because we build our products based on
forecasts provided by customers before receiving purchase orders for the products.
  We depend heavily on third parties.
   We are increasingly selling certain of our products through channel partners and our inability to
manage a channel partner or customer relationship may have an adverse effect on our business,
financial condition and results of operations.
  16




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We are subject to risks from international sales and operations.
     In order to compete, we must attract, retain, and motivate key employees, and our failure to do so
could harm our results of operations.
  
    
    hire and retain qualified people with experience in RF engineering, IC design and
technical marketing and support;
    
    continue to develop leaders for key business units and functions;
    
    expand our presence in international locations and adapt to cultural norms in
foreign locations; and
    
    train and motivate our employee base.
  17




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We may engage in future acquisitions that dilute our shareholders ownership and cause us to incur
debt and assume contingent liabilities.
  
    
    unanticipated costs, capital expenditures or working capital requirements associated
with the acquisition;
    
    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.
 The price of our common stock has fluctuated widely in the past and may fluctuate widely in the
future.
  We rely on our intellectual property portfolio and may face claims of infringement.
   18




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We may be subject to other lawsuits and claims relating to our products.
  We are subject to stringent environmental regulations.
  Provisions in our governing documents could discourage takeovers and prevent shareholders from
realizing an investment premium.
   Our operating results could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
 Critical Accounting Policies and Estimates
 Our convertible subordinated debt may have a dilutive effect on our existing shareholders and may
have other adverse effects on our results of operations.
  19




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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 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; and
    
    our ability to meet our debt payment obligations, particularly at maturity, 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 our other liquidity needs.
 Changes in our effective tax rate may harm our results of operations.
  
    
    the jurisdictions in which profits are determined to be earned and taxed;
    
    the resolution of issues arising from tax audits with various tax authorities;
    
    changes in the valuation of our deferred tax assets and liabilities;
 20




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
    
    adjustments to income taxes upon finalization of various tax returns;
    
    increases in expenses not deductible for tax purposes;
    
    changes in available tax credits;
    
    changes in tax laws or the interpretation of such tax laws, and changes in generally
accepted accounting principles; and
    
    our decision to repatriate non-U.S. earnings for which we have not previously provided
for U.S. taxes.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
      
 ITEM 3. LEGAL PROCEEDINGS.
  21




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ITEM 4. (REMOVED AND RESERVED).
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
  High
    
    LowFiscal Year Ended April 3, 2010First Quarter
    
    $
    3.96
    
    
    $
    1.24Second Quarter
    
    
    5.85
    
    
    
    3.18Third Quarter
    
    
    5.24
    
    
    
    3.72Fourth Quarter
    
    
    5.27
    
    
    
    3.76Fiscal Year Ended March 28, 2009First Quarter
    
    $
    4.27
    
    
    $
    2.66Second Quarter
    
    
    3.98
    
    
    
    2.60Third Quarter
    
    
    3.12
    
    
    
    0.70Fourth Quarter
    
    
    1.44
    
    
    
    0.73
  22




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PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
  Fiscal Year End2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010Total Return Index for:RF Micro Devices, Inc.
    
    
    100.00
    
    
    
    168.62
    
    
    
    121.44
    
    
    
    53.22
    
    
    
    26.71
    
    
    
    97.86NASDAQ Composite
    
    
    100.00
    
    
    
    101.44
    
    
    
    120.49
    
    
    
    127.08
    
    
    
    118.90
    
    
    
    78.48NASDAQ Electronic
Components
    
    
    100.00
    
    
    
    83.84
    
    
    
    93.40
    
    
    
    86.25
    
    
    
    84.44
    
    
    
    56.29
 Notes:
 A.
    
    The lines represent monthly index levels derived from compounded daily returns, assuming
reinvestment 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 April 2, 2005.
 23




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Purchases of Equity Securities
 Total number of
    
    
    Approximate dollarshares purchased as
    
    
    value of sharespart of publicly
    
    
    that may yet beTotal number of
    
    
    Average price
    
    
    announced plans or
    
    
    purchased under thePeriod
    
    shares purchased
    
    
    paid per share
    
    
    programs
    
    
    plans or programsJanuary 3, 2010 to January 30, 2010
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionJanuary 31, 2010 to February 27, 2010
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionFebruary 28, 2010 to April 3, 2010
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionTotal
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 million
  24




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ITEM 6. SELECTED FINANCIAL DATA.
 Fiscal Year End2010
    
    2009
    
    2008
    
    2007
    
    2006(In thousands, except per share data)Revenue
    
    $
    978,393
    
    
    $
    886,506
    
    
    $
    956,270
    
    
    $
    1,023,615
    
    
    $
    770,247Operating costs and expenses:Cost of goods sold
    
    
    623,224
    
    
    
    669,163
    
    
    
    681,314
    
    
    
    666,755
    
    
    
    501,224
    8Research and development
    
    
    138,960
    
    
    
    170,778
    
    
    
    207,362
    
    
    
    184,979
    
    
    
    168,858
    8Marketing and selling
    
    
    56,592
    
    
    
    64,946
    
    
    
    57,330
    
    
    
    53,863
    
    
    
    52,121
    8General and administrative
    
    
    48,316
    
    
    
    50,352
    
    
    
    42,080
    
    
    
    37,301
    
    
    
    29,589
    8Other operating expense
    
    
    4,895
    
    
    
    800,563
    1
    
    
    19,085
    
    
    
    (33,834
    )6
    
    
    (251
    )Total operating costs and expenses
    
    
    871,987
    
    
    
    1,755,802
    
    
    
    1,007,171
    4
    
    
    909,064
    
    
    
    751,541Income (loss) from operations
    
    
    106,406
    
    
    
    (869,296
    )
    
    
    (50,901
    )
    
    
    114,551
    
    
    
    18,706Interest expense
    
    
    (23,997
    )
    
    
    (25,893
    )
    
    
    (24,533
    )
    
    
    (4,583
    )
    
    
    (4,188
    )Interest income
    
    
    1,291
    
    
    
    5,337
    
    
    
    29,046
    
    
    
    9,305
    
    
    
    4,354Other income (expense), net
    
    
    1,134
    
    
    
    9,844
    2
    
    
    3,906
    
    
    
    (32,874
    )7
    
    
    1,339Income (loss) before income taxes
    
    
    84,834
    
    
    
    (880,008
    )
    
    
    (42,482
    )
    
    
    86,399
    
    
    
    20,211Income tax (expense) benefit
    
    
    (13,815
    )
    
    
    (7,896
    )3
    
    
    39,088
    5
    
    
    (2,983
    )
    
    
    (3,881
    )Net income (loss)
    
    $
    71,019
    
    
    $
    (887,904
    )
    
    $
    (3,394
    )
    
    $
    83,416
    
    
    $
    16,330Net income (loss) per share:Basic
    
    $
    0.27
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )
    
    $
    0.43
    
    
    $
    0.09Diluted
    
    $
    0.25
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )
    
    $
    0.39
    
    
    $
    0.08Shares used in per share calculation:Basic
    
    
    267,349
    
    
    
    262,493
    
    
    
    227,270
    
    
    
    192,137
    
    
    
    188,832Diluted
    
    
    289,429
    
    
    
    262,493
    
    
    
    227,270
    
    
    
    226,513
    
    
    
    192,781
 As of Fiscal Year End2010
    
    2009
    
    2008
    
    2007
    
    2006Cash and cash equivalents
    
    $
    104,778
    
    
    $
    172,989
    
    
    $
    129,750
    
    
    $
    228,940
    
    
    $
    81,588Short-term investments
    
    
    134,882
    
    
    
    93,527
    
    
    
    100,841
    
    
    
    89,678
    
    
    
    68,949Working capital
    
    
    396,091
    
    
    
    418,090
    
    
    
    480,556
    
    
    
    467,223
    
    
    
    303,403Total assets
    
    
    1,014,008
    
    
    
    1,088,642
    1
    
    
    2,011,309
    4
    
    
    1,089,634
    
    
    
    938,835Long-term debt and capital lease obligations,
less current portion
    
    
    289,837
    
    
    
    505,162
    2
    
    
    525,082
    
    
    
    245,709
    
    
    
    226,876Shareholders equity
    
    
    530,084
    
    
    
    431,962
    1
    
    
    1,296,101
    4
    
    
    719,667
    
    
    
    599,357
 
 1
    
    During fiscal 2009, we recorded an impairment charge of $686.5 million to goodwill
and intangibles, and restructuring expenses of approximately $67.1 million due to the adverse
macroeconomic business environment. We also recorded restructuring expenses of approximately
$47.1 million as a result of the restructuring initiated in the first half of fiscal 2009 to
reduce investments in wireless systems. See Notes 6 and 11 to the Consolidated Financial
Statements.2
    
    Other income (expense) for fiscal 2009 includes a gain of approximately $14.4 million as a
result of our purchase and retirement of $55.3 million principal amount of our convertible
subordinated notes due 2010 and 2014. See Note 9 to the Consolidated Financial Statements.3
    
    Income tax expense for fiscal 2009 includes the effects of an increase of a valuation
reserve against foreign and domestic deferred tax assets. See Note 12 to the Consolidated
Financial Statements.4
    
    Fiscal 2008 includes the effects of the acquisitions of Sirenza and Filtronic. See Note 7
to the Consolidated Financial Statements.5
    
    Income tax benefit for fiscal 2008 includes the effects of a reduction of a valuation
reserve against foreign and domestic deferred tax assets. See Note 12 to the Consolidated
Financial Statements.6
    
    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.7
    
    During fiscal 2007, we recorded a $33.9 million investment 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.8
    
    During 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). 25




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 This Annual Report on 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 those relating to variability in our operating results, the inability of
certain of our customers or suppliers to access their traditional sources of credit, our industrys
rapidly changing technology, our dependence on a few large customers for a substantial portion of
our revenue, our ability to reduce costs and improve gross margins by implementing innovative
technologies, our ability to bring new products to market, the efficient and successful operation
of our wafer fabrication facilities, molecular beam epitaxy facility, assembly facilities and test
and tape and reel facilities, our ability to adjust production capacity in a timely fashion in
response to changes in demand for our products, variability in manufacturing yields, industry
overcapacity and current macroeconomic conditions, inaccurate product forecasts and corresponding
inventory and manufacturing costs, dependence on third parties and our ability to manage channel
partners and customer relationships, our dependence on international sales and operations, our
ability to attract and retain skilled personnel and develop leaders, our ability to complete
acquisitions and integrate acquired companies, including the risk that we may not realize expected
synergies from our business combinations, fluctuations in the price of our common stock, claims of
infringement on our intellectual property portfolio, lawsuits and claims relating to our products,
and the impact of stringent environmental regulations. These and other risks and uncertainties,
which are described in more detail under Item 1A, Risk Factors in this Annual Report on
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
 Segment Reporting
 26




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Fiscal 2010 Management Summary
 Our key financial highlights for the fiscal year ended April 3, 2010, are as follows:
 
    
    Our revenue increased 10.4% in fiscal 2010 to $978.4 million as compared to $886.5
million in fiscal 2009. Sales of our cellular products increased year-over-year driven
primarily by customer diversification and increased demand for our new products. These
increases were partially offset by year-over-year declines in demand for our CATV line
amplifiers, which were driven primarily by the continued impact of the global economic
slowdown on this line of business during the first half of fiscal 2010.
    
    Our gross profit was 36.3% of revenue in fiscal 2010 as compared to 24.5% of revenue in
fiscal 2009. The improvement in gross margin reflected our reduced cost structure
resulting from our fiscal 2009 restructuring activities, improved overall manufacturing
yields, improved factory utilization rates resulting from increased demand, higher sales of
new products with lower costs, and improved pricing on externally-sourced raw materials.
These improvements were offset partially by reduced demand for multi-market products,
increased demand of lower margin cellular products, including transceivers, and erosion in
average selling prices. The gross margin for fiscal 2009 was negatively impacted by
abnormally low factory utilization rates beginning in the second quarter of fiscal 2009 as
a result of reduced actual demand and forecasted demands for our products due to the global
economic slowdown.
    
    Operating income was $106.4 million in fiscal 2010 as compared to an operating loss of
$869.3 million in fiscal 2009. Our operating income increased as a result of an increase
in revenue as well as a reduction in expenses resulting from our fiscal 2009 strategic and
economic restructurings which favorably impacted gross profit and operating income. During
fiscal 2009, we recorded an impairment charge of $686.5 million to goodwill and intangibles
as a result of the macroeconomic conditions and we recorded restructuring charges totaling
$114.2 million.
    
    Our net income per diluted share was $0.25 for fiscal 2010 compared to a net loss per
diluted share of $3.38 for fiscal 2009.
    
    We generated positive cash flow from operations of $185.7 million for fiscal 2010 as
compared to $112.2 million for fiscal 2009, primarily attributable to improved
profitability resulting from increased revenue as well as decreased expenses due to our
restructuring efforts during fiscal 2009 and an improvement in our cash conversion cycle.
We also had lower cash payments related to the fiscal 2009 restructurings, which totaled
approximately $6.5 million in fiscal 2010 as compared to $20.2 million in fiscal 2009.
    
    Capital expenditures totaled $8.4 million in fiscal 2010 as compared to $46.5 million in
fiscal 2009.
    
    During fiscal 2010, we purchased and retired a total of $207.1 million principal amount
of our convertible subordinated notes due 2010, 2012 and 2014, which resulted in a gain of
approximately $1.5 million. During fiscal 2009, we purchased and retired a total of $55.3
million principal amount of our convertible subordinated notes due 2010 and 2014, which
resulted in a gain of approximately $14.4 million.
 27




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RESULTS OF OPERATIONS FOR FISCAL 2010 VERSUS FISCAL 2009
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    Percentage(In thousands, except percentages)
    
    2010
    
    
    Revenue
    
    
    2009
    
    
    Revenue
    
    
    (Decrease)
    
    
    ChangeRevenue
    
    $
    978,393
    
    
    
    100.0
    %
    
    $
    886,506
    
    
    
    100.0
    %
    
    $
    91,887
    
    
    
    10.4
    %Cost of goods sold
    
    
    623,224
    
    
    
    63.7
    
    
    
    669,163
    
    
    
    75.5
    
    
    
    (45,939
    )
    
    
    (6.9
    )Research and development
    
    
    138,960
    
    
    
    14.2
    
    
    
    170,778
    
    
    
    19.3
    
    
    
    (31,818
    )
    
    
    (18.6
    )Marketing and selling
    
    
    56,592
    
    
    
    5.8
    
    
    
    64,946
    
    
    
    7.3
    
    
    
    (8,354
    )
    
    
    (12.9
    )General and
administrative
    
    
    48,316
    
    
    
    4.9
    
    
    
    50,352
    
    
    
    5.7
    
    
    
    (2,036
    )
    
    
    (4.0
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    619,551
    
    
    
    69.9
    
    
    
    (619,551
    )
    
    
    (100.0
    )Other operating expense
    
    
    4,895
    
    
    
    0.5
    
    
    
    181,012
    
    
    
    20.4
    
    
    
    (176,117
    )
    
    
    (97.3
    )Operating income (loss)
    
    $
    106,406
    
    
    
    10.9
    %
    
    $
    (869,296
    )
    
    
    (98.1
    )%
    
    
    975,702
    
    
    
    112.2
 REVENUE
    OPERATING INCOME (LOSS)
   Cost of Goods Sold
 28




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##### Table of Contents



Research and Development
  Marketing and Selling
  General and Administrative
  Other Operating Expense
 Restructuring and Impairment of Property and Equipment
 29




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RESULTS OF OPERATIONS FOR FISCAL 2009 VERSUS FISCAL 2008
  % of
    
    
    
    
    
    
    % of
    
    
    Increase
    
    
    Percentage(In thousands, except percentages)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    (Decrease)
    
    
    ChangeRevenue
    
    $
    886,506
    
    
    
    100.0
    %
    
    $
    956,270
    
    
    
    100.0
    %
    
    $
    (69,764
    )
    
    
    (7.3
    )%Cost of goods sold
    
    
    669,163
    
    
    
    75.5
    
    
    
    681,314
    
    
    
    71.2
    
    
    
    (12,151
    )
    
    
    (1.8
    )Research and development
    
    
    170,778
    
    
    
    19.3
    
    
    
    207,362
    
    
    
    21.7
    
    
    
    (36,584
    )
    
    
    (17.6
    )Marketing and selling
    
    
    64,946
    
    
    
    7.3
    
    
    
    57,330
    
    
    
    6.0
    
    
    
    7,616
    
    
    
    13.3General and administrative
    
    
    50,352
    
    
    
    5.7
    
    
    
    42,080
    
    
    
    4.4
    
    
    
    8,272
    
    
    
    19.7Goodwill impairment
    
    
    619,551
    
    
    
    69.9
    
    
    
    
    
    
    
    
    
    
    
    619,551
    
    
    
    Other operating expense
    
    
    181,012
    
    
    
    20.4
    
    
    
    19,085
    
    
    
    2.0
    
    
    
    161,927
    
    
    
    848.5Operating loss
    
    $
    (869,296
    )
    
    
    (98.1
    )%
    
    $
    (50,901
    )
    
    
    (5.3
    )%
    
    
    (818,395
    )
    
    
    (1,607.8
    )
 REVENUE
    OPERATING LOSS
   Cost of Goods Sold
  30




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Research and Development
  Marketing and Selling
  General and Administrative
  Goodwill Impairment
  Other Operating Expense
 Intangible Assets
  Restructuring and Impairment of Property and Equipment
   Other
  31




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Bluetooth®
 OTHER (EXPENSE) INCOME AND INCOME TAXES FOR FISCAL YEARS 2010, 2009 AND 2008
 (In thousands)
    
    2010
    
    2009
    
    2008Interest expense
    
    $
    (23,997
    )
    
    $
    (25,893
    )
    
    $
    (24,533
    )Interest income
    
    
    1,291
    
    
    
    5,337
    
    
    
    29,046Gain on retirement of convertible
subordinated notes
    
    
    1,540
    
    
    
    14,382
    
    
    
    Other (expense) income
    
    
    (406
    )
    
    
    (4,538
    )
    
    
    3,906Income tax (expense) benefit
    
    
    (13,815
    )
    
    
    (7,896
    )
    
    
    39,088
 Interest expense
  Interest income
  Gain on the retirement of convertible subordinated notes
   Other (Expense) Income
   Income taxes
  32




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®
 33




---



##### Table of Contents



SHARE-BASED COMPENSATION
 Compensation  Stock Compensation
  34




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
    Auction Rate Securities
  35




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##### Table of Contents



IMPACT OF INFLATION
  OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  36




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##### Table of Contents



Payments Due By PeriodTotal
    
    Less than
    
    
    
    
    
    
    
    
    
    More thanPayments
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsCapital commitments
    
    $
    3,116
    
    
    $
    3,116
    
    
    $
    
    
    
    $
    
    
    
    $
    Leases
    
    
    43,391
    
    
    
    9,863
    
    
    
    15,596
    
    
    
    9,303
    
    
    
    8,629Convertible debt (including interest) *
    
    
    352,469
    
    
    
    12,874
    
    
    
    202,671
    
    
    
    136,924No net cost credit line
    
    
    12,900
    
    
    
    12,900
    
    
    
    
    
    
    
    
    
    
    
    Other debt (including interest)
    
    
    17,071
    
    
    
    6,022
    
    
    
    11,049
    
    
    
    
    
    
    
    Purchase obligations
    
    
    53,284
    
    
    
    51,646
    
    
    
    1,638
    
    
    
    
    
    
    
    Total
    
    $
    482,231
    
    
    $
    96,421
    
    
    $
    230,954
    
    
    $
    146,227
    
    
    $
    8,629
 
 *
    
    The 2010, 2012 and 2014 convertible subordinated notes have an original principal amount of $10.0 million,
$197.7 million and $134.9 million, respectively. Capital Commitments
  Leases
   Convertible Debt
   37




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No Net Cost Credit Line
  38




---



##### Table of Contents



Other Debt
    Purchase Obligations
  Other Contractual Obligations
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  39




---



##### Table of Contents



Inventory Reserves.
  Goodwill and Intangible Assets.
 Goodwill
      40




---



##### Table of Contents



Intangible Assets
   41




---



##### Table of Contents



Impairment of Long-lived Assets.
  Investments.
  Share-Based Compensation.
 42




---



##### Table of Contents



Expected Volatility
   Expected Term
  Risk-Free Interest Rate
  Expected Dividend Yield
  Forfeitures
  Income Taxes.
  43




---



##### Table of Contents



RECENT ACCOUNTING PRONOUNCMENTS
   FASB Accounting Standards Codification
 Debt with Conversion and Other
Options .
  44




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Financial Risk Management
  Interest Rates
     45




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##### Table of Contents



Debt and Capital Lease Obligations
 Convertible Debt
    46




---



##### Table of Contents



Other Debt
      Capital Lease Obligations
  Currency Exchange Rates
   47




---



##### Table of Contents



48




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageConsolidated Balance Sheets
    
    
    50Consolidated Statements of Operations
    
    
    52Consolidated Statements of Shareholders Equity
    
    
    53Consolidated Statements of Cash Flows
    
    
    54Notes to Consolidated Financial Statements
    
    
    56Report of Management on Internal Control Over Financial Reporting
    
    
    97Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
    
    
    98Report of Independent Registered Public Accounting Firm
    
    
    99
 49




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RF Micro Devices, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
 April 3,
    
    
    March 28,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    104,778
    
    
    $
    172,989Restricted cash and trading security investments (Notes 2
& 4)
    
    
    17,698
    
    
    
    62Short-term investments (Notes 2 & 4)
    
    
    134,882
    
    
    
    93,527Accounts receivable, less allowance of $802 and $886 as of
April 3, 2010 and March 28, 2009, respectively
    
    
    108,219
    
    
    
    90,231Inventories (Notes 2 & 5)
    
    
    122,509
    
    
    
    113,611Prepaid expenses
    
    
    5,415
    
    
    
    10,885Other receivables (Note 2)
    
    
    34,854
    
    
    
    9,040Other current assets (amount recorded at fair value is
$2,302 at April 3, 2010) (Notes 2, 4 & 12)
    
    
    20,469
    
    
    
    27,089Total current assets
    
    
    548,824
    
    
    
    517,434Property and equipment:Land
    
    
    3,706
    
    
    
    3,706Building
    
    
    90,767
    
    
    
    89,541Machinery and equipment
    
    
    518,942
    
    
    
    526,778Leasehold improvements
    
    
    76,174
    
    
    
    76,718Furniture and fixtures
    
    
    11,441
    
    
    
    12,257Computer equipment and software
    
    
    33,516
    
    
    
    37,267734,546
    
    
    
    746,267Less accumulated depreciation
    
    
    (490,098
    )
    
    
    (435,179
    )244,448
    
    
    
    311,088Construction in progress
    
    
    2,637
    
    
    
    4,039Total property and equipment, net
    
    
    247,085
    
    
    
    315,127Goodwill (Notes 2, 6 & 7)
    
    
    95,628
    
    
    
    95,628Intangible assets, net (Notes 2 & 6)
    
    
    102,169
    
    
    
    121,191Long-term investments (Notes 2 & 4)
    
    
    2,175
    
    
    
    2,200Restricted long-term investments (Notes 2 & 4)
    
    
    
    
    
    
    17,983Other non-current assets (amount recorded at fair value is
$2,517 at March 28, 2009) (Notes 2, 4 & 12)
    
    
    18,127
    
    
    
    19,079Total assets
    
    $
    1,014,008
    
    
    $
    1,088,642
 See accompanying notes.
 50




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
 April 3,
    
    
    March 28,2010
    
    
    2009Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    82,448
    
    
    $
    46,745Accrued liabilities
    
    
    41,805
    
    
    
    46,837Current portion of long term debt, net of unamortized discount
(Note 9)
    
    
    15,053
    
    
    
    4,839No net cost credit line (Note 9)
    
    
    12,900
    
    
    
    Other current liabilities (Note 8)
    
    
    527
    
    
    
    923Total current liabilities
    
    
    152,733
    
    
    
    99,344Long-term debt, net of unamortized discount (Note 9)
    
    
    289,837
    
    
    
    491,607No net cost credit line (Note 9)
    
    
    
    
    
    
    13,500Other long-term liabilities (Notes 10, 11 & 12)
    
    
    41,354
    
    
    
    52,229Total liabilities
    
    
    483,924
    
    
    
    656,680Commitments 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;
269,106 and 264,035 shares issued and outstanding at
April 3, 2010 and March 28, 2009, respectively
    
    
    961,216
    
    
    
    958,742Additional paid-in capital
    
    
    261,117
    
    
    
    236,394Accumulated other comprehensive income, net of tax
    
    
    75
    
    
    
    169Accumulated deficit
    
    
    (692,324
    )
    
    
    (763,343
    )Total shareholders equity
    
    
    530,084
    
    
    
    431,962Total liabilities and shareholders equity
    
    $
    1,014,008
    
    
    $
    1,088,642
 See accompanying notes.
 51




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RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
 Fiscal Year2010
    
    2009
    
    2008Revenue
    
    $
    978,393
    
    
    $
    886,506
    
    
    $
    956,270Operating costs and expenses:Cost of goods sold
    
    
    623,224
    
    
    
    669,163
    
    
    
    681,314Research and development
    
    
    138,960
    
    
    
    170,778
    
    
    
    207,362Marketing and selling
    
    
    56,592
    
    
    
    64,946
    
    
    
    57,330General and administrative
    
    
    48,316
    
    
    
    50,352
    
    
    
    42,080Goodwill impairment (Note 6)
    
    
    
    
    
    
    619,551
    
    
    
    Other operating expense (Notes 6 and 11)
    
    
    4,895
    
    
    
    181,012
    
    
    
    19,085Total operating costs and expenses
    
    
    871,987
    
    
    
    1,755,802
    
    
    
    1,007,171Income (loss) from operations
    
    
    106,406
    
    
    
    (869,296
    )
    
    
    (50,901
    )Interest expense
    
    
    (23,997
    )
    
    
    (25,893
    )
    
    
    (24,533
    )Interest income
    
    
    1,291
    
    
    
    5,337
    
    
    
    29,046Gain on retirement of convertible subordinated notes (Note 9)
    
    
    1,540
    
    
    
    14,382
    
    
    
    Other (expense) income
    
    
    (406
    )
    
    
    (4,538
    )
    
    
    3,906Income (loss) before income taxes
    
    $
    84,834
    
    
    $
    (880,008
    )
    
    $
    (42,482
    )Income tax (expense) benefit (Note 12)
    
    
    (13,815
    )
    
    
    (7,896
    )
    
    
    39,088Net income (loss)
    
    $
    71,019
    
    
    $
    (887,904
    )
    
    $
    (3,394
    )Net income (loss) per share (Note 13):Basic
    
    $
    0.27
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )Diluted
    
    $
    0.25
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )Shares used in per share calculation (Note 13):Basic
    
    
    267,349
    
    
    
    262,493
    
    
    
    227,270Diluted
    
    
    289,429
    
    
    
    262,493
    
    
    
    227,270
 See accompanying notes.
 52




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(In thousands)
 AccumulatedAdditional
    
    Other
    
    RetainedCommon Stock
    
    Paid-in
    
    Comprehensive
    
    EarningsShares
    
    Amount
    
    Capital
    
    Income (Loss)
    
    (Deficit)
    
    TotalBalance, March 31, 2007
    
    
    194,151
    
    
    $
    480,135
    
    
    $
    114,270
    
    
    $
    379
    
    
    $
    124,883
    
    
    $
    719,667Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,394
    )
    
    
    (3,394
    )Unrealized loss on marketable securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (374
    )
    
    
    
    
    
    
    (374
    )Change in pension liability experience, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291
    
    
    
    
    
    
    
    291Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    336Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,141
    )Adoption of FSP APB 14-1 (FASB ASC Topic 470)
    
    
    
    
    
    
    
    
    
    
    66,604
    
    
    
    
    
    
    
    
    
    
    
    66,604Adjustment for the cumulative effect on prior years of the
adoption of FASB ASC Topic 740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    $
    215,518
    
    
    $
    632
    
    
    $
    124,561
    
    
    $
    1,296,101Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (887,904
    )
    
    
    (887,904
    )Unrealized loss on marketable securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,983
    )
    
    
    
    
    
    
    (1,983
    )Reclassification adjustments on marketable securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,101
    
    
    
    
    
    
    
    2,101Change in pension liability experience, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    117Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (698
    )
    
    
    
    
    
    
    (698
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (888,367
    )Repurchase of convertible subordinated notes, net of tax
    
    
    
    
    
    
    
    
    
    
    (262
    )
    
    
    
    
    
    
    
    
    
    
    (262
    )Exercise of stock options
    
    
    2,392
    
    
    
    1,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,612Issuance of common stock in connection with Employee Stock
Purchase Plan
    
    
    1,000
    
    
    
    1,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,740Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    21,138
    
    
    
    
    
    
    
    
    
    
    
    21,138Balance, March 28, 2009
    
    
    264,035
    
    
    $
    958,742
    
    
    $
    236,394
    
    
    $
    169
    
    
    $
    (763,343
    )
    
    $
    431,962Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,019
    
    
    
    71,019Unrealized loss on marketable securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Change in pension liability experience, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123
    )
    
    
    
    
    
    
    (123
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    
    
    
    
    79Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,925Repurchase of convertible subordinated notes, net of tax
    
    
    
    
    
    
    
    
    
    
    (540
    )
    
    
    
    
    
    
    
    
    
    
    (540
    )Exercise of stock options
    
    
    4,132
    
    
    
    161
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    161Issuance of common stock in connection with Employee Stock
Purchase Plan
    
    
    939
    
    
    
    2,313
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,313Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    25,263
    
    
    
    
    
    
    
    
    
    
    
    25,263Balance, April 3, 2010
    
    
    269,106
    
    
    $
    961,216
    
    
    $
    261,117
    
    
    $
    75
    
    
    $
    (692,324
    )
    
    $
    530,084
 See accompanying notes.
 53




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 Fiscal Year2010
    
    2009
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    71,019
    
    
    $
    (887,904
    )
    
    $
    (3,394
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation
    
    
    72,333
    
    
    
    85,900
    
    
    
    81,991Intangible amortization
    
    
    19,020
    
    
    
    26,178
    
    
    
    13,175Non-cash interest expense and amortization of debt
issuance costs
    
    
    17,634
    
    
    
    18,064
    
    
    
    16,868Investment discount amortization, net
    
    
    (271
    )
    
    
    (505
    )
    
    
    (6,356
    )Excess tax benefit from exercises of stock options
    
    
    
    
    
    
    
    
    
    
    (1,419
    )Deferred income taxes
    
    
    (2,426
    )
    
    
    (2,177
    )
    
    
    (42,510
    )Foreign currency adjustments
    
    
    423
    
    
    
    3,653
    
    
    
    (4,518
    )Acquired in-process research and development cost
    
    
    
    
    
    
    1,400
    
    
    
    13,860Goodwill impairment
    
    
    
    
    
    
    619,551
    
    
    
    Intangible impairment
    
    
    281
    
    
    
    66,960
    
    
    
    1,221Asset impairments (including restructuring impairments)
    
    
    1,974
    
    
    
    76,005
    
    
    
    511Gain on retirement of convertible subordinated notes
    
    
    (1,540
    )
    
    
    (14,382
    )
    
    
    Loss on disposal of assets, net
    
    
    287
    
    
    
    658
    
    
    
    137Share-based compensation expense
    
    
    25,632
    
    
    
    23,712
    
    
    
    19,312Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (17,905
    )
    
    
    26,774
    
    
    
    12,408Inventories
    
    
    (8,574
    )
    
    
    75,588
    
    
    
    (34,484
    )Prepaid expense and other current and non-current assets
    
    
    (24,714
    )
    
    
    17,036
    
    
    
    3,967Accounts payable
    
    
    35,257
    
    
    
    (32,573
    )
    
    
    7,270Accrued liabilities
    
    
    (1,522
    )
    
    
    (2,913
    )
    
    
    (13,317
    )Income tax payable/recoverable
    
    
    5,481
    
    
    
    4,125
    
    
    
    (8,712
    )Other liabilities
    
    
    (6,731
    )
    
    
    7,011
    
    
    
    3,885Net cash provided by operating activities
    
    
    185,658
    
    
    
    112,161
    
    
    
    59,895Investing activities:Purchase of securities available-for-sale
    
    
    (387,895
    )
    
    
    (124,501
    )
    
    
    (472,659
    )Proceeds from maturities of securities available-for-sale
    
    
    346,762
    
    
    
    136,142
    
    
    
    441,413Proceeds from sales of trading securities
    
    
    950
    
    
    
    
    
    
    
    Purchase of property and equipment
    
    
    (8,445
    )
    
    
    (46,467
    )
    
    
    (122,678
    )Purchase of businesses, net of cash received and
transaction costs
    
    
    
    
    
    
    (23,493
    )
    
    
    (285,556
    )Final retainer received from sale of substantially all
Bluetooth® assets
    
    
    
    
    
    
    5,850
    
    
    
    Proceeds from working capital refund from Filtronic PLC
    
    
    
    
    
    
    3,619
    
    
    
    Proceeds from sale of equity interest in Jazz
Semiconductor, Inc.
    
    
    
    
    
    
    
    
    
    
    1,690Purchase of intangibles
    
    
    (279
    )
    
    
    (400
    )
    
    
    Proceeds from sale of property and equipment
    
    
    2,712
    
    
    
    2,185
    
    
    
    204Net cash used in investing activities
    
    
    (46,195
    )
    
    
    (47,065
    )
    
    
    (437,586
    )
 54




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(In thousands)
 Fiscal Year2010
    
    2009
    
    2008Financing activities:Payment of debt
    
    
    (208,403
    )
    
    
    (36,929
    )
    
    
    (4,150
    )Proceeds from convertible subordinated debt offering, net of
discount of $8,250
    
    
    
    
    
    
    
    
    
    
    366,750Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    5,954Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (587
    )Excess tax benefit from exercises of stock options
    
    
    
    
    
    
    
    
    
    
    1,419Proceeds from no net cost loan
    
    
    (600
    )
    
    
    13,500
    
    
    
    Proceeds from exercise of stock options and employee
stock purchases
    
    
    2,474
    
    
    
    3,352
    
    
    
    6,033Share repurchase
    
    
    
    
    
    
    
    
    
    
    (98,662
    )Equity transaction cost
    
    
    
    
    
    
    
    
    
    
    (281
    )Restricted cash associated with financing activities
    
    
    (517
    )
    
    
    340
    
    
    
    (504
    )Repayment of capital lease obligations
    
    
    (155
    )
    
    
    (561
    )
    
    
    (157
    )Net cash (used in) provided by financing activities
    
    
    (207,201
    )
    
    
    (20,298
    )
    
    
    275,815Net (decrease) increase in cash and cash equivalents
    
    
    (67,738
    )
    
    
    44,798
    
    
    
    (101,876
    )Cash and cash equivalents at the beginning of the period
    
    
    172,989
    
    
    
    129,750
    
    
    
    228,940Effect of exchange rate changes on cash
    
    
    (473
    )
    
    
    (1,559
    )
    
    
    2,686Cash and cash equivalents at the end of the period
    
    $
    104,778
    
    
    $
    172,989
    
    
    $
    129,750Supplemental disclosure of cash flow information:Cash paid during the year for interest
    
    $
    6,886
    
    
    $
    7,988
    
    
    $
    2,644Cash paid during the year for income taxes
    
    $
    20,219
    
    
    $
    13,433
    
    
    $
    13,272Non-cash investing activities:Transfer of auction rate securities from available-for-sale to
trading securities
    
    $
    
    
    
    $
    17,143
    
    
    $
    
 See accompanying notes.
 55




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 April 3, 2010
 1. COMPANY INFORMATION
   Segment Reporting
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
 Principles of Consolidation
   Subsequent Events
  Accounting Periods
  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)
 Reclassifications
  Fair Value of Financial Instruments
  Use of Estimates
  Cash and Cash Equivalents
  Investments
 Available-for-Sale Investments and Trading Securities
 Investments  Debt and Equity
Securities
  57




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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)
   Inventories
  Product Warranty
  Property and Equipment
  58




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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)
   Other Receivables
  Intangible Assets and Goodwill
  Goodwill
    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)
       Intangible Assets
  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)
     Revenue Recognition
   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)
   Shipping and Handling Cost
  Research and Development
  Advertising Costs
  Income Taxes
    62




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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)
 Share-Based Compensation
 Summary of Stock Option Plans
 1997 Key Employees Stock Option Plan
  Directors Option Plan
  1999 Stock Incentive Plan
  RF Nitro Communications, Inc. 2001 Stock Incentive Plan
  Resonext Communications, Inc. 1999 Stock Option Plan
  Sirenza Microdevices, Inc. Amended and Restated 1998 Stock Plan
  63




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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)
 2003 Stock Incentive Plan
   2006 Directors Stock Option Plan
  Employee Stock Purchase Plan
  For fiscal years 2010, 2009 and 2008, the primary share-based awards and their general terms and
conditions are as follows:
  64




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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)
   Share-Based Compensation
 Compensation  Stock Compensation
   65




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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)
 A summary of activity of the Companys director and employee stock option plans follows:
 Weighted-Weighted-
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Exercise
    
    
    Contractual
    
    
    Value(in thousands)
    
    
    Price
    
    
    Term (in years)
    
    
    (in thousands)Outstanding as of March 28, 2009
    
    
    21,393
    
    
    $
    7.09Granted
    
    
    1,032
    
    
    $
    4.68Exercised
    
    
    (461
    )
    
    $
    1.28Canceled
    
    
    (3,657
    )
    
    $
    8.76Forfeited
    
    
    (244
    )
    
    $
    6.28Outstanding as of April 3, 2010
    
    
    18,063
    
    
    $
    6.79
    
    
    
    4.49
    
    
    $
    3,930Vested and expected to vest as of
April 3, 2010
    
    
    18,041
    
    
    $
    6.79
    
    
    
    4.49
    
    
    $
    3,923Options exercisable as of April 3, 2010
    
    
    15,555
    
    
    $
    6.95
    
    
    
    4.24
    
    
    $
    3,600
   Fiscal Year2010
    
    2009
    
    2008Expected volatility
    
    
    64.1
    %
    
    
    77.6
    %
    
    
    50.6
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected term (in years)
    
    
    2.9
    
    
    
    5.2
    
    
    
    5.2Risk-free interest rate
    
    
    1.7
    %
    
    
    3.1
    %
    
    
    4.5
    %Weighted-average grant-date fair value of
options granted during the period
    
    $
    1.98
    
    
    $
    2.20
    
    
    $
    2.91
     66




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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)
     Weighted-AverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueBalance at March 28, 2009
    
    
    6,915
    
    
    $
    4.20Granted
    
    
    7,458
    
    
    
    4.56Vested
    
    
    (3,753
    )
    
    
    4.60Forfeited
    
    
    (345
    )
    
    
    4.63Balance at April 3, 2010
    
    
    10,275
    
    
    $
    4.30
   Foreign Currency Translation
 Foreign Currency Matters
 Recent Accounting Pronouncements
  67




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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)
   FASB Accounting Standards Codification
 Debt with Conversion and Other
Options .
   68




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 3. CONCENTRATIONS OF CREDIT RISK
   Fiscal Year2010
    
    2009
    
    2008Customer 1
    
    
    55
    %
    
    
    52
    %
    
    
    59
    %Customer 2
    

        
    *

    
    
    
    *

    
    
    14
    %
 
 *
    
    In fiscal 2010 and fiscal 2009 the Company had only one customer that accounted for more than 10%
of total sales.  4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
 Investments
  Available-For-
    
    
    
    
    
    
    
    
    
    
    PerSale
    
    
    Trading
    
    
    
    
    
    
    April 3, 2010Balance Sheet Caption
    
    Investments
    
    
    Securities
    
    
    Cash
    
    
    Balance SheetCash and cash equivalents
    
    $
    40,593
    
    
    $
    
    
    
    $
    64,185
    
    
    $
    104,778Restricted cash and trading
security investments
    
    
    
    
    
    
    17,248
    
    
    
    450
    
    
    
    17,698Short-term investments
    
    
    134,882
    
    
    
    
    
    
    
    
    
    
    
    134,882Long-term investments
    
    
    2,175
    
    
    
    
    
    
    
    
    
    
    
    2,175Total
    
    $
    177,650
    
    
    $
    17,248
    
    
    $
    64,635
    
    
    $
    259,533
 Available-For-
    
    
    
    
    
    
    
    
    
    
    PerSale
    
    
    Trading
    
    
    
    
    
    
    March 28, 2009Balance Sheet Caption
    
    Investments
    
    
    Securities
    
    
    Cash
    
    
    Balance SheetCash and cash equivalents
    
    $
    102,757
    
    
    $
    
    
    
    $
    70,232
    
    
    $
    172,989Short-term investments
    
    
    93,527
    
    
    
    
    
    
    
    
    
    
    
    93,527Long-term investments
    
    
    2,200
    
    
    
    
    
    
    
    
    
    
    
    2,200Restricted long-term investments
    
    
    
    
    
    
    17,983
    
    
    
    
    
    
    
    17,983Total
    
    $
    198,484
    
    
    $
    17,983
    
    
    $
    70,232
    
    
    $
    286,699
 69




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
  Available-for-Sale SecuritiesGross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    Estimated FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueApril 3, 2010U.S. government/agency securities
    
    $
    134,897
    
    
    $
    5
    
    
    $
    (20
    )
    
    $
    134,882Auction rate securities
    
    
    2,175
    
    
    
    
    
    
    
    
    
    
    
    2,175Money market funds
    
    
    40,593
    
    
    
    
    
    
    
    
    
    
    
    40,593$
    177,665
    
    
    $
    5
    
    
    $
    (20
    )
    
    $
    177,650March 28, 2009U.S. government/agency securities
    
    $
    158,339
    
    
    $
    104
    
    
    $
    (45
    )
    
    $
    158,398Auction rate securities
    
    
    2,200
    
    
    
    
    
    
    
    
    
    
    
    2,200Money market funds
    
    
    37,886
    
    
    
    
    
    
    
    
    
    
    
    37,886$
    198,425
    
    
    $
    104
    
    
    $
    (45
    )
    
    $
    198,484
    April 3, 2010
    
    
    March 28, 2009Estimated
    
    
    
    
    
    
    EstimatedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair ValueDue in less than one year
    
    $
    175,490
    
    
    $
    175,475
    
    
    $
    196,225
    
    
    $
    196,284Due after ten years
    
    
    2,175
    
    
    
    2,175
    
    
    
    2,200
    
    
    
    2,200Total investments in debt securities
    
    $
    177,665
    
    
    $
    177,650
    
    
    $
    198,425
    
    
    $
    198,484
 1
 April 3, 2010
    
    
    March 28, 2009Gross GrossEstimated
    
    
    Unrealized
    
    
    Estimated
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    LossesU.S. government/agency securities
    
    $
    83,909
    
    
    $
    (18
    )
    
    $
    41,904
    
    
    $
    (45
    )
 
 1
    
    There were no available-for-sale investments in a continuous unrealized loss position
for 12 months or greater on April 3, 2010, and March 28, 2009. 70




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
 Fair Value of Financial Instruments
   
    
    Level 1  Quoted prices for identical instruments in active markets;
    
    Level 2  Quoted prices for similar instruments in active markets, quoted prices for
identical or similar instruments in markets that are not active, and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets; and
    
    Level 3  Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
  Financial Instruments Measured at Fair Value on a Recurring Basis
  Quoted Prices InActive Markets For
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)U.S.
government/agency
securities
    
    $
    134,882
    
    
    $
    134,882
    
    
    $
    
    
    
    $
    Auction rate securities
    
    
    19,423
    
    
    
    
    
    
    
    2,175
    
    
    
    17,248Put option
    
    
    2,302
    
    
    
    
    
    
    
    
    
    
    
    2,302Money market funds
    
    
    40,593
    
    
    
    40,593
    
    
    
    $
    197,200
    
    
    $
    175,475
    
    
    $
    2,175
    
    
    $
    19,550
  71




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
  Auction RateSecurities
    
    
    Put OptionLevel 3 balance at March 28, 2009
    
    $
    17,983
    
    
    $
    2,517Unrealized gain (loss) included in
other (expense) income
    
    
    215
    
    
    
    (215
    )Settlement of ARS
    
    
    (950
    )
    
    
    Level 3 balance at April 3, 2010
    
    $
    17,248
    
    
    $
    2,302
      72




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
  Financial Instruments Measured at Fair Value on a Nonrecurring Basis
  Financial Instruments Not Recorded at Fair Value
  5. INVENTORIES
  Fiscal Year2010
    
    
    2009Raw materials
    
    $
    29,321
    
    
    $
    40,805Work in process
    
    
    46,208
    
    
    
    33,085Finished goods
    
    
    46,980
    
    
    
    39,721Total inventories
    
    
    122,509
    
    
    
    113,611
 6. GOODWILL AND INTANGIBLE ASSETS
  Goodwill
    
    $
    119,709Accumulated tax adjustments
    
    
    (4,812
    )Balance as of March 31, 2007
    
    
    114,897Fiscal 2008 activity:Acquisitions and acquisition adjustments
    
    
    591,591Accumulated tax adjustments
    
    
    (5,171
    )Balance as of March 29, 2008
    
    
    701,317Fiscal 2009 activity:Acquisitions and acquisition adjustments
    
    
    15,218Impairment losses
    
    
    (619,551
    )Tax adjustments
    
    
    (1,356
    )Balance as of March 28, 2009
    
    
    95,628Fiscal 2010 activity
    
    
    Balance as of April 3, 2010
    
    $
    95,628
 73




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
       74




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
      April 3, 2010
    
    
    March 28, 2009Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible Assets:Technology licenses
    
    $
    10,625
    
    
    $
    8,467
    
    
    $
    10,746
    
    
    $
    7,421Customer relationships
    
    
    43,100
    
    
    
    6,007
    
    
    
    43,100
    
    
    
    1,727Acquired product technology and other
    
    
    85,566
    
    
    
    22,648
    
    
    
    85,566
    
    
    
    9,073Total
    
    $
    139,291
    
    
    $
    37,122
    
    
    $
    139,412
    
    
    $
    18,221
   75




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
     EstimatedAmortizationFiscal Year Ending
    
    Expense2011
    
    $
    18,4592012
    
    
    18,3982013
    
    
    18,3242014
    
    
    17,9962015
    
    
    13,290
 7. BUSINESS COMBINATIONS
 Universal Microwave Corporation
    76




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
 Filtronic Compound Semiconductors Limited
    Sirenza Microdevices, Inc.
    77




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
  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
    
    
    9,094Transaction costs
    
    
    10,068Total purchase price
    
    $
    880,676
  Cash
    
    $
    43,928Accounts receivable
    
    
    22,335Inventory
    
    
    32,413Other current assets
    
    
    1,800Property, plant and equipment
    
    
    16,168Other non-current assets
    
    
    300Identifiable intangible assets:Developed technology
    
    
    127,520Customer relationships
    
    
    83,190In-process research and development
    
    
    13,860Order backlog
    
    
    1,760Goodwill
    
    
    592,681Total assets
    
    
    935,955Accounts payable and accruals
    
    
    (27,602
    )Other current liabilities
    
    
    (2,148
    )Deferred taxes, net
    
    
    (23,230
    )Long-term liabilities
    
    
    (2,299
    )Total purchase price
    
    $
    880,676
    78




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
   Fiscal 2008Revenue
    
    $
    1,065,848Net loss
    
    $
    (3,171
    )Basic net loss per common share
    
    $
    (0.01
    )Diluted net loss per common share
    
    $
    (0.01
    )
  8. LEASES
    Fiscal Years2011
    
    $
    9,8042012
    
    
    8,2712013
    
    
    7,3252014
    
    
    5,6792015
    
    
    3,624Thereafter
    
    
    8,629Total minimum payment
    
    $
    43,332
  79




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. DEBT
  April 3, 2010
    
    
    March 28, 2009Convertible subordinated notes due 2010, net of discount
    
    $
    9,944
    
    
    $
    206,143Convertible subordinated notes due 2012, net of discount
    
    
    173,747
    
    
    
    164,726Convertible subordinated notes due 2014, net of discount
    
    
    105,499
    
    
    
    105,098Bank loan
    
    
    6,739
    
    
    
    6,729No net cost credit line
    
    
    12,900
    
    
    
    13,500Equipment term loan, net of discount
    
    
    8,961
    
    
    
    13,750Subtotal
    
    
    317,790
    
    
    
    509,946Less current portion
    
    
    27,953
    
    
    
    4,839Total long-term debt
    
    $
    289,837
    
    
    $
    505,107
  Fiscal Years2011
    
    $
    27,9732012
    
    
    3,8322013
    
    
    180,4862014
    
    
    2015 and thereafter
    
    
    105,499Total
    
    $
    317,790
 Convertible Debt
    80




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. DEBT (continued)
       Fiscal 2010As Computed
    
    As ReportedPrior to FASB ASC
    
    Under FASBTopic 470
    
    ASC Topic 470
    
    Effect of ChangeInterest expense
    
    $
    (8,205
    )
    
    $
    (23,997
    )
    
    $
    (15,792
    )Gain on retirement of convertible subordinated notes
    
    
    2,917
    
    
    
    1,540
    
    
    
    (1,377
    )Income tax expense
    
    
    (13,490
    )
    
    
    (13,815
    )
    
    
    (325
    )Net income
    
    
    88,512
    
    
    
    71,019
    
    
    
    (17,493
    )Net income per share:Basic
    
    $
    0.33
    
    
    $
    0.27
    
    
    $
    (0.06
    )Diluted
    
    $
    0.31
    
    
    $
    0.25
    
    
    $
    (0.06
    )
 81




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. DEBT (continued)
  2012 Notes
    
    
    2014 Notes2010
    
    
    2009
    
    
    2010
    
    
    2009Carrying amount of the equity
component
(additional paid-in capital)
    
    $
    31,310
    
    
    $
    31,414
    
    
    $
    34,492
    
    
    $
    34,928Principal amount of the convertible
subordinated notes
    
    $
    197,748
    
    
    $
    200,000
    
    
    $
    134,901
    
    
    $
    142,691Unamortized discount of the liability
component
    
    
    (24,001
    )
    
    
    (35,274
    )
    
    
    (29,402
    )
    
    
    (37,593
    )Net carrying amount of liability
component
    
    $
    173,747
    
    
    $
    164,726
    
    
    $
    105,499
    
    
    $
    105,098
 2012 Notes
    
    2014 Notes2010
    
    2009
    
    2008
    
    2010
    
    2009
    
    2008Effective interest rate on liability component
    
    
    7.3
    %
    
    
    7.3
    %
    
    
    7.3
    %
    
    
    7.2
    %
    
    
    7.2
    %
    
    
    7.2
    %Cash interest expense recognized
    
    $
    1,507
    
    
    $
    1,495
    
    
    $
    1,476
    
    
    $
    1,378
    
    
    $
    1,701
    
    
    $
    1,726Non-cash interest expense recognized
    
    $
    10,901
    
    
    $
    10,055
    
    
    $
    9,233
    
    
    $
    6,184
    
    
    $
    7,063
    
    
    $
    6,703
     No Net Cost Credit Line
  82




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. DEBT (continued)
  Other Debt
   10. RETIREMENT BENEFIT PLANS
 Germany Defined Benefit Pension Plan
  U.S. Defined Contribution Plan
  83




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 10. RETIREMENT BENEFIT PLANS (continued)
  European Defined Contribution Plans
  Asian Defined Contribution Plans
  11. RESTRUCTURING AND ASSET SALE
 Restructuring resulting from adverse macroeconomic business environment
    84




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
  One-TimeEmployee
    
    
    
    
    
    
    Lease andOtherTermination
    
    
    Asset
    
    
    ContractBenefits
    
    
    Impairments
    
    
    Terminations
    
    
    TotalAccrued restructuring balance as
of March 29, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs incurred and charged to
expense
    
    
    4,390
    
    
    
    51,432
    
    
    
    11,292
    
    
    
    67,114Cash payments
    
    
    (2,483
    )
    
    
    
    
    
    
    (386
    )
    
    
    (2,869
    )Non-cash settlement
    
    
    
    
    
    
    (51,432
    )
    
    
    
    
    
    
    (51,432
    )Accrued restructuring balance
as of March 28, 2009
    
    $
    1,907
    
    
    $
    
    
    
    $
    10,906
    
    
    $
    12,813Costs incurred and charged to
expense
    
    
    1,574
    
    
    
    847
    
    
    
    498
    
    
    
    2,919Adjustments to expense*
    
    
    
    
    
    
    (148
    )
    
    
    
    
    
    
    (148
    )Cash payments
    
    
    (3,457
    )
    
    
    
    
    
    
    (1,704
    )
    
    
    (5,161
    )Non-cash settlement
    
    
    
    
    
    
    (699
    )
    
    
    
    
    
    
    (699
    )Accrued restructuring balance as
of April 3, 2010
    
    $
    24
    
    
    $
    
    
    
    $
    9,700
    
    
    $
    9,724
 
 *
    
    Adjustments related to finalizing the sale of certain assets.   Fiscal 2009
    
    
    Fiscal 2010
    
    
    Future
    
    
    TotalOne-time employee
termination benefit costs
    
    $
    4,390
    
    
    $
    1,574
    
    
    $
    79
    
    
    $
    6,043Asset impairments
    
    
    51,432
    
    
    
    699
    
    
    
    
    
    
    
    52,131Lease and other contract
termination costs
    
    
    11,292
    
    
    
    498
    
    
    
    3,989
    
    
    
    15,779Total restructuring charges
    
    $
    67,114
    
    
    $
    2,771
    
    
    $
    4,068
    
    
    $
    73,953
  Fiscal 2009 restructuring to reduce or eliminate investments in wireless systems
  85




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
   One-TimeEmployee
    
    
    
    
    
    
    Lease andOtherTermination
    
    
    Asset
    
    
    ContractBenefits
    
    
    Impairments
    
    
    Terminations
    
    
    TotalAccrued restructuring balance as
of March 29, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs incurred and charged to
expense
    
    
    9,023
    
    
    
    24,573
    
    
    
    13,473
    
    
    
    47,069Cash payments
    
    
    (8,865
    )
    
    
    
    
    
    
    (8,464
    )
    
    
    (17,329
    )Non-cash settlement
    
    
    (97
    )
    
    
    (24,573
    )
    
    
    (1,849
    )
    
    
    (26,519
    )Accrued restructuring balance as
of March 28, 2009
    
    $
    61
    
    
    $
    
    
    
    $
    3,160
    
    
    $
    3,221Costs incurred and charged to
expense
    
    
    5
    
    
    
    1,276
    
    
    
    433
    
    
    
    1,714Adjustments to expense*
    
    
    (33
    )
    
    
    
    
    
    
    (695
    )
    
    
    (728
    )Cash payments
    
    
    (33
    )
    
    
    
    
    
    
    (1,333
    )
    
    
    (1,366
    )Non-cash settlement
    
    
    
    
    
    
    (1,276
    )
    
    
    
    
    
    
    (1,276
    )Accrued restructuring balance as
of April 3, 2010
    
    $
    
    
    
    $
    
    
    
    $
    1,565
    
    
    $
    1,565
 
 *
    
    Adjustments related to finalizing certain contracts.   Fiscal 2009
    
    
    Fiscal 2010
    
    
    Future
    
    
    TotalOne-time employee
termination benefit costs
    
    $
    9,023
    
    
    $
    (28
    )
    
    $
    
    
    
    $
    8,995Asset impairments
    
    
    24,573
    
    
    
    1,276
    
    
    
    
    
    
    
    25,849Lease and other contract
termination costs
    
    
    13,473
    
    
    
    (262
    )
    
    
    1,274
    
    
    
    14,485Total restructuring charges
    
    $
    47,069
    
    
    $
    986
    
    
    $
    1,274
    
    
    $
    49,329
  86




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
 Bluetooth® sale and related restructuring charges
 Bluetooth® Bluetooth® Bluetooth ®
  12. INCOME TAXES
  Fiscal Year2010
    
    2009
    
    2008United States
    
    $
    28,572
    
    
    $
    (881,833
    )
    
    $
    (54,434
    )Foreign
    
    
    56,262
    
    
    
    1,825
    
    
    
    11,952Total
    
    $
    84,834
    
    
    $
    (880,008
    )
    
    $
    (42,482
    )
  Fiscal Year2010
    
    2009
    
    2008Current (expense) benefit:Federal
    
    $
    2,125
    
    
    $
    19
    
    
    $
    341State
    
    
    (676
    )
    
    
    28
    
    
    
    (50
    )Foreign
    
    
    (17,690
    )
    
    
    (10,120
    )
    
    
    (3,713
    )(16,241
    )
    
    
    (10,073
    )
    
    
    (3,422
    )Deferred (expense) benefit:Federal
    
    
    (1,344
    )
    
    
    4,490
    
    
    
    31,955State
    
    
    (72
    )
    
    
    6,600
    
    
    
    5,753Foreign
    
    
    3,842
    
    
    
    (8,913
    )
    
    
    4,8022,426
    
    
    
    2,177
    
    
    
    42,510Total
    
    $
    (13,815
    )
    
    $
    (7,896
    )
    
    $
    39,088
 87




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
  Fiscal Year2010
    
    2009Deferred income tax assets:Allowance for bad debts
    
    $
    419
    
    
    $
    381Warranty reserve
    
    
    129
    
    
    
    511Inventory reserve
    
    
    9,993
    
    
    
    15,170Accrued vacation
    
    
    2,505
    
    
    
    2,112Sale/leaseback
    
    
    254
    
    
    
    289Write-down of investment
    
    
    4,662
    
    
    
    4,654Investment loss (income)
    
    
    1,713
    
    
    
    1,710Equity compensation
    
    
    23,204
    
    
    
    19,329Capitalized research and development expenses
    
    
    3,427
    
    
    
    4,681Accumulated depreciation/basis difference
    
    
    45,680
    
    
    
    53,062Net operating loss carry-forwards
    
    
    64,285
    
    
    
    74,293Research and other credits
    
    
    47,028
    
    
    
    41,938Accrued lease restructuring
    
    
    4,201
    
    
    
    5,260Other deferred assets
    
    
    4,218
    
    
    
    4,152Other comprehensive income
    
    
    5
    
    
    
    Total deferred income tax assets
    
    
    211,723
    
    
    
    227,542Valuation allowance
    
    
    (132,126
    )
    
    
    (138,411
    )Net deferred income tax asset
    
    $
    79,597
    
    
    $
    89,131Deferred income tax liabilities:Amortization and purchase accounting basis
difference
    
    $
    (37,827
    )
    
    $
    (44,337
    )Convertible debt discount
    
    
    (18,600
    )
    
    
    (25,290
    )Deferred gain
    
    
    (5,523
    )
    
    
    (4,274
    )Other deferred liabilities
    
    
    (176
    )
    
    
    (180
    )Other comprehensive income
    
    
    
    
    
    
    (22
    )Total deferred income tax liabilities
    
    
    (62,126
    )
    
    
    (74,103
    )Net deferred income tax asset
    
    $
    17,471
    
    
    $
    15,028Amounts included in consolidated balance sheets:Current assets
    
    $
    17,295
    
    
    $
    26,617Current liabilities
    
    
    
    
    
    
    (130
    )Non-current assets
    
    
    16,093
    
    
    
    14,755Non-current liabilities
    
    
    (15,917
    )
    
    
    (26,214
    )Net deferred income tax asset
    
    $
    17,471
    
    
    $
    15,028
 88




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
   Balance at March 31, 2007
    
    $
    51,378Add: Provision for valuation allowance
    
    
    599Add: Sirenza and Filtronic acquisition valuation allowances
    
    
    30,380Less: Release of valuation allowance
    
    
    (43,565
    )Balance at March 29, 2008
    
    $
    38,792Add: Provision for valuation allowance
    
    
    99,438Add: Sirenza acquisition valuation allowance
    
    
    181Balance at March 28, 2009
    
    $
    138,411Add: Provision for valuation allowance
    
    
    1,310Less: Carryback of fiscal 2009 federal net operating loss (NOL)
    
    
    (7,595
    )Balance at April 3, 2010
    
    $
    132,126
  ®
 89




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
       90




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
  Fiscal Year2010
    
    2009
    
    2008Amount
    
    Percentage
    
    Amount
    
    Percentage
    
    Amount
    
    PercentageIncome tax (expense)
benefit at statutory
federal rate
    
    $
    (29,692
    )
    
    
    35.00
    %
    
    $
    308,003
    
    
    
    35.00
    %
    
    $
    14,869
    
    
    
    35.00
    %Decrease (increase)
resulting from:State tax, net of federal
benefit
    
    
    1,885
    
    
    
    (2.22
    )
    
    
    5,507
    
    
    
    0.62
    
    
    
    2,916
    
    
    
    6.86Research and development
credits
    
    
    5,861
    
    
    
    (6.91
    )
    
    
    432
    
    
    
    0.05
    
    
    
    1,309
    
    
    
    3.08Effect of change in
foreign income tax rate
applied to deferred tax
asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,309
    
    
    
    5.44Foreign tax rate difference
    
    
    8,492
    
    
    
    (10.01
    )
    
    
    (2,461
    )
    
    
    (0.28
    )
    
    
    2,963
    
    
    
    6.97Change in valuation
allowance against deferred
tax assets
    
    
    2,355
    
    
    
    (2.78
    )
    
    
    (106,687
    )
    
    
    (12.12
    )
    
    
    20,065
    
    
    
    47.23In-process research and
development
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (0.06
    )
    
    
    (4,739
    )
    
    
    (11.15
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    (210,227
    )
    
    
    (23.89
    )
    
    
    
    
    
    
    Settlement China APA and
NC Audit
    
    
    (3,084
    )
    
    
    3.63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Carryback of NOL
    
    
    1,909
    
    
    
    (2.25
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (1,541
    )
    
    
    1.82
    
    
    
    (1,973
    )
    
    
    (0.22
    )
    
    
    (604
    )
    
    
    (1.42
    )$
    (13,815
    )
    
    
    16.28
    %
    
    $
    (7,896
    )
    
    
    (0.90
    )%
    
    $
    39,088
    
    
    
    92.01
    %
  Fiscal Year2010
    
    2009
    
    2008Beginning balance
    
    $
    29,506
    
    
    $
    20,654
    
    
    $
    15,299Additions based on positions related to current year
    
    
    4,028
    
    
    
    4,181
    
    
    
    4,218Additions for tax positions in prior years
    
    
    1,544
    
    
    
    3,096
    
    
    
    2,043Additions for tax positions assumed in business
combinations
    
    
    
    
    
    
    3,706
    
    
    
    810Reductions for tax positions in prior years
    
    
    (1,890
    )
    
    
    (1,335
    )
    
    
    (1,160
    )Expiration of Statute of Limitations
    
    
    (785
    )
    
    
    (796
    )
    
    
    (556
    )Settlements
    
    
    (597
    )
    
    
    
    
    
    
    Ending Balance
    
    $
    31,806
    
    
    $
    29,506
    
    
    $
    20,654
  91




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
   13. NET INCOME (LOSS) PER SHARE
  Fiscal Year2010
    
    2009
    
    2008Numerator for basic and diluted net income (loss)
per share:Net income (loss) available to common shareholders
    
    $
    71,019
    
    
    $
    (887,904
    )
    
    $
    (3,394
    )Plus: Income impact of assumed conversions for interest on 1.50%
convertible notes
    
    
    1,524
    
    
    
    
    
    
    
    Net income (loss) plus assumed conversion of
notes  Numerator for diluted net income (loss)
per share
    
    $
    72,543
    
    
    $
    (887,904
    )
    
    $
    (3,394
    )Denominator:Denominator for basic net income (loss) per
share  weighted average shares
    
    
    267,349
    
    
    
    262,493
    
    
    
    227,270Effect of dilutive securities:Employee stock options
    
    
    4,834
    
    
    
    
    
    
    
    Assumed conversion 1.50% convertible notes
    
    
    17,246
    
    
    
    
    
    
    
    Denominator for diluted net income (loss) per share  adjusted
weighted average shares and assumed conversions
    
    
    289,429
    
    
    
    262,493
    
    
    
    227,270Basic net income (loss) per share
    
    $
    0.27
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )Diluted net income (loss) per share
    
    $
    0.25
    
    
    $
    (3.38
    )
    
    $
    (0.01
    )
    92




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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
    
    
    18,063Possible future issuance under Company stock option plans
    
    
    12,201Employee stock purchase plan
    
    
    359Restricted share-based awards granted
    
    
    10,275Possible future issuance pursuant to convertible subordinated notes
    
    
    33,407Total shares reserved
    
    
    74,305
 16. SHARE REPURCHASE
  93




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 17. COMMITMENTS AND CONTINGENCIES
  18. RELATED PARTY TRANSACTIONS
   19. GEOGRAPHIC INFORMATION
  Fiscal Year2010
    
    2009
    
    2008Sales:United States
    
    $
    151,673
    
    
    $
    159,885
    
    
    $
    100,907International
    
    
    826,720
    
    
    
    726,621
    
    
    
    855,363
 Fiscal Year2010
    
    2009
    
    2008Sales:United States
    
    
    16
    %
    
    
    18
    %
    
    
    11
    %Asia
    
    
    71
    
    
    
    63
    
    
    
    67Europe
    
    
    11
    
    
    
    16
    
    
    
    19Central and South America
    
    
    2
    
    
    
    4
    
    
    
    2Canada
    
    
    <1
    
    
    
    <1
    
    
    
    <1Other
    
    
    <1
    
    
    
    <1
    
    
    
    <1
  Fiscal Year(in thousands)
    
    2010
    
    2009
    
    2008Net Revenue:Cellular Products Group
    
    $
    800,535
    
    
    $
    659,824
    
    
    $
    841,405Multi-Market Products Group
    
    
    177,858
    
    
    
    226,682
    
    
    
    114,865Total
    
    $
    978,393
    
    
    $
    886,506
    
    
    $
    956,270
 94




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##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 19. GEOGRAPHIC INFORMATION (continued)
  Fiscal Year2010
    
    2009
    
    2008Long-lived tangible assets:United States
    
    $
    178,012
    
    
    $
    224,461
    
    
    $
    338,395International
    
    
    69,073
    
    
    
    90,666
    
    
    
    91,842
  20. QUARTERLY DATA (UNAUDITED):
 Fiscal 2010 Quarter(in thousands, exceptper share data)
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    212,540
    
    
    $
    254,757
    
    
    $
    250,271
    
    
    $
    260,825Gross profit
    
    
    74,001
    
    
    
    91,549
    
    
    
    91,190
    
    
    
    98,429Net income
    
    
    4,784
    
    
    
    14,579
    
    
    
    24,928
    
    
    
    26,728Net income per share:Basic
    
    $
    0.02
    
    
    $
    0.05
    
    
    $
    0.09
    
    
    $
    0.10Diluted
    
    $
    0.02
    
    
    $
    0.05
    
    
    $
    0.09
    
    
    $
    0.10
 Fiscal 2009 Quarter(in thousands, exceptper share data)
    
    First
    
    Second
    
    Third
    
    FourthRevenue
    
    $
    240,492
    
    
    $
    271,669
    
    
    $
    202,025
    1
    
    $
    172,320
    1Gross profit
    
    
    72,329
    
    
    
    76,768
    
    
    
    38,412
    
    
    
    29,834Net loss2
    
    
    (26,525
    )
    
    
    (14,227
    )
    
    
    (788,474
    )      3
    
    
    (58,678
    )Net loss per share:Basic
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (3.00
    )
    
    $
    (0.22
    )Diluted
    
    $
    (0.10
    )
    
    $
    (0.05
    )
    
    $
    (3.00
    )
    
    $
    (0.22
    )
 95




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RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 20. QUARTERLY DATA (UNAUDITED) (continued):
     96




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REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
     Internal
ControlIntegrated Framework.
  97




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##### Table of Contents



Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
        /s/ Ernst & Young LLP   98




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     /s/ Ernst & Young LLP   99




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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.
   100




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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 April 3, 2010 and March 28, 2009.ii.
    
    Consolidated Statements of Operations for fiscal years 2010, 2009 and 2008.iii.
    
    Consolidated Statements of Shareholders Equity for fiscal years 2010, 2009
and 2008.iv.
    
    Consolidated Statements of Cash Flows for fiscal years 2010, 2009 and 2008.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.
 101




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##### Table of Contents



(2)
    
    Financial Statement Schedules:
 Schedule II  Valuation and Qualifying Accounts appears below.
 All other schedules for which provision is made in the applicable accounting regulations of
the SEC are not required
under the related instructions, are included within the consolidated financial statements or
the notes thereto in this
Annual Report on Form 10-K or are inapplicable and, therefore, have been omitted.
  
 Balance at
    
    Additions
    
    Additions forBeginning of
    
    Charged to Costs
    
    Amounts Acquired
    
    Deductions from
    
    Balance atPeriod
    
    and Expenses
    
    through Acquisition
    
    Reserve
    
    End of PeriodYear ended April 3, 2010Allowance for doubtful
accounts
    
    $
    886
    
    
    $
    293
    
    
    $
    
    
    
    $
    377
    (i)
    
    $
    802Inventory reserve
    
    
    39,544
    
    
    
    2,480
    
    
    
    
    
    
    
    16,427
    (ii)
    
    
    25,597Year ended March 28, 2009Allowance for doubtful
accounts
    
    $
    796
    
    
    $
    1,183
    
    
    $
    
    
    
    $
    1,093
    (i)
    
    $
    886Inventory reserve
    
    
    30,328
    
    
    
    21,022
    
    
    
    103
    
    
    
    11,909
    (ii)
    
    
    39,544Year 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)
    
    

    30,328
 
 (i)
    
    The Company wrote-off a fully reserved balance against the related receivable;
write-offs totaled less than $0.1 million, $0.8 million, and $0.7 million for the fiscal
years ended April 3, 2010, March 28, 2009 and March 29, 2008, respectively.(ii)
    
    The Company sold excess inventory or 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.
 (b)
    
    Exhibits.See the Exhibit Index.(c)
    
    Separate Financial Statements and Schedules.None.
 102




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SIGNATURES
  RF Micro Devices, Inc.Date: June 2, 2010
    /s/ Robert A. BruggeworthBy:
    Robert A. BruggeworthPresident and Chief Executive Officer   103




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/s/ Robert A. BruggeworthName:
    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 President
of Administration and Secretary
(principal financial officer)/s/ Barry D. ChurchName:
    Barry D. ChurchTitle:
    Vice President and Corporate Controller
(principal accounting officer)/s/ Walter H. Wilkinson, Jr.Name:
    Walter H. Wilkinson, Jr.Title:
    Chairman of the Board of Directors/s/ Daniel A. DiLeoName:
    Daniel A. DiLeoTitle:
    Director/s/ Jeffery R. GardnerName:
    Jeffery R. GardnerTitle:
    Director/s/ John R. HardingName:
    John R. HardingTitle:
    Director/s/ Masood A. JabbarName:
    Masood A. JabbarTitle:
    Director/s/ Casimir S. SkrzypczakName:
    Casimir S. SkrzypczakTitle:
    Director/s/ Erik H. van der KaayName:
    Erik H. van der KaayTitle:
    Director 104




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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. (24)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 (26)4.1
    
    Specimen Certificate of Common Stock (6)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 (7)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 (8)4.3
    
    Indenture, dated as of July 1, 2003, between RF Micro Devices, Inc. and Wachovia Bank,
National Association, as Trustee (9)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 (9)4.5
    
    Registration Rights Agreement, by and among RF Micro Devices, Inc. and the Initial
Purchasers named therein, dated as of July 1, 2003 (9)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 (10)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 (10)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 (10)
 105




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##### Table of Contents



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 (10)4.10
    
    Registration Rights Agreement between RF Micro Devices, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, dated as of April 4, 2007 (10)
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 (11)*10.2
    
    Form of Stock Option Agreement (1997 Key Employees Stock Option Plan) (6)*10.3
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Walter H. Wilkinson, Jr., as amended (11)*10.4
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Albert E. Paladino, as amended (11)*10.5
    
    Stock Option Agreement, dated as of October 27, 1998, between RF Micro Devices, Inc.
and Erik H. van der Kaay, as amended (11)*10.6
    
    1999 Stock Incentive Plan of RF Micro Devices, Inc., as amended (11)*10.7
    
    RF Nitro Communications, Inc. 2001 Stock Incentive Plan (as amended and restated
effective October 23, 2001) (12)10.8
    
    Resonext Communications, Inc. 1999 Stock Plan (as amended and restated effective
December 19, 2002) (13)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 (6)10.10
    
    Lease Agreement, dated October 31, 1995, between RF Micro Devices, Inc. and Piedmont
Land Company, as amended (14)10.11
    
    Lease Agreement, dated October 9, 1996, between RF Micro Devices, Inc. and
Highwoods/Forsyth Limited Partnership, as amended (14)10.12
    
    Lease Agreement, dated February 12, 1999, between Highwoods Realty Limited Partnership
and RF Micro Devices, Inc. (15)10.13
    
    Lease Agreement, dated May 25, 1999, by and between CK Deep River, LLC and RF Micro
Devices, Inc. (16)10.14
    
    Lease Agreement, dated November 5, 1999, between Highwoods Realty Limited Partnership
and RF Micro Devices, Inc. (11)
 106




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##### Table of Contents



ExhibitNo.
    
    Description10.15
    
    Change in Control Agreement, effective as of March 1, 2001, between RF Micro Devices,
Inc. and William J. Pratt (17)*10.16
    
    Change in Control Agreement, effective as of February 1, 2005, between RF Micro
Devices, Inc. and Gregory J. Thompson (18)*10.17
    
    Form of Amendment No. 1 to Change in Control Agreements, effective as of June 9, 2005
(19)*10.18
    
    Amended and Restated Preferred Stock Purchase Agreement, dated October 15, 2002, by
and between Jazz Semiconductor, Inc. and RF Micro Devices, Inc. (20)10.19
    
    2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended (33)*10.20
    
    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 (21)*10.21
    
    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 (21)*10.22
    
    Form of Stock Option Agreement for Employees pursuant to the 2003 Stock Incentive Plan
of RF Micro Devices, Inc. (19)*10.23
    
    Form of Restricted Stock Award Agreement (Service-Based Award for Employees) pursuant
to the 2003 Stock Incentive Plan of RF Micro Devices, Inc. (19)*10.24
    
    Form of Stock Option Agreement for Nonemployee Directors pursuant to the 2003 Stock
Incentive Plan of RF Micro Devices, Inc. (22)*10.25
    
    RF Micro Devices, Inc. 2006 Directors Stock Option Plan, as amended and restated
effective May 7, 2009 (32)*10.26
    
    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
(21)*10.27
    
    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
(21)*10.28
    
    RF Micro Devices, Inc. Cash Bonus Plan, effective June 1, 2006 (21)*10.29
    
    Nonemployee Directors Stock Option Plan of RF Micro Devices, Inc. (as amended and
restated through June 13, 2003) (23)*10.30
    
    Offer letter between RF Micro Devices, Inc. and Robert Van Buskirk, dated August 13,
2007 (25)*10.31
    
    Noncompetition Agreement, dated August 13, 2007, executed by Robert Van Buskirk in
favor of RF Micro Devices, Inc., Sirenza Microdevices, Inc. and other beneficiaries
(25)*
 107




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ExhibitNo.
    
    Description10.32
    
    RFMD NC Inventions, Confidentiality and Non-Solicitation Agreement, dated August 13,
2007, by and between Robert Van Buskirk and RF Micro Devices, Inc. (25)*10.33
    
    Sirenza Microdevices, Inc. Amended and Restated 1998 Stock Plan, as Assumed by RF
Micro Devices, Inc. and Amended and Restated Effective November 13, 2007 (26)*10.34
    
    Change in Control Agreement between RF Micro Devices, Inc. and Robert Van Buskirk,
effective as of November 14, 2007 (27)*10.35
    
    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. (28)*10.36
    
    Retirement and Transition Agreement, dated as of March 31, 2008, between William J.
Pratt and RF Micro Devices, Inc. (29)*10.37
    
    Employment Agreement, dated as of November 12, 2008, between RF Micro Devices, Inc.
and Robert A. Bruggeworth (30)*10.38
    
    Second Amended and Restated Change in Control Agreement, effective as of December 31,
2008, by and between RF Micro Devices, Inc. and Robert A. Bruggeworth (31)*10.39
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and Barry D. Church (31)*10.40
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and Steven E. Creviston (31)*10.41
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and Jerry D. Neal (31)*10.42
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and William A. Priddy, Jr. (31)*10.43
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and Suzanne B. Rudy (31)*10.44
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and James D. Stilson (31)*10.45
    
    Amended and Restated Change in Control Agreement, effective as of December 31, 2008,
by and between RF Micro Devices, Inc. and Robert Van Buskirk (31)*10.46
    
    Equity Award Election Form, pursuant to the RF Micro Devices, Inc. 2006 Directors
Stock Option Plan, as amended and restated effective May 7, 2009 (32)*10.47
    
    Form of Stock Option Agreement  Annual/Supplemental Option, for Nonemployee
Directors pursuant to the RF Micro Devices, Inc. 2006 Directors Stock Option Plan, as
amended and restated effective May 7, 2009 (32)*
 108




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ExhibitNo.
    
    Description10.48
    
    Form of Restricted Stock Unit Agreement  Initial RSU, for Nonemployee Directors
pursuant to the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended (32)*10.49
    
    Form of Restricted Stock Unit Agreement  Annual/Supplemental RSU, for Nonemployee
Directors pursuant to the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as
amended (32)*10.50
    
    RF Micro Devices, Inc. Director Compensation Plan, effective May 7, 2009 (32)*10.51
    
    2009 Declaration of Amendment, effective July 30, 2009, to the Nonemployee Directors
Stock Option Plan of RF Micro Devices, Inc., as amended and restated through June 13,
2003 (32)*10.52
    
    Form of Restricted Stock Unit Agreement (Performance-Based and Service-Based Award)
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 2002.32.2
    
    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. 109




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##### Table of Contents



(6)
    
    Incorporated by reference to the exhibit filed with Amendment No. 1 to our
Registration Statement on Form S-
1, filed April 8, 1997 (File No. 333-22625).(7)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form 8-A, filed August 14, 2001.(8)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form 8-A/A, filed August 1, 2003.(9)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement filed on Form S-3, filed August 22, 2003 (File No. 333-108141).(10)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed April 10, 2007.(11)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 25, 1999.(12)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed November 30, 2001 (File No. 333-74230).(13)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed December 20, 2002 (File No. 333-102048).(14)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-1, filed February 28, 1997 (File No. 333-22625).(15)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 27, 1999.(16)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 26, 1999.(17)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 31, 2001.(18)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed February 2, 2005.(19)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended April 2, 2005.(20)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended September 28, 2002.(21)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 7, 2006.(22)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2005. 110




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##### Table of Contents



(23)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed May 8, 2006.(24)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 16, 2007.(25)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-4, filed September 13, 2007 (File No. 333-146027).(26)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed November 15, 2007 (File No. 333-147432).(27)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed November 19, 2007.(28)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 29, 2008.(29)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed April 4, 2008.(30)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed November 14, 2008.(31)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 27, 2008.(32)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 27, 2009.(33)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed August 6, 2009 (File No. 333-161126).*
    
    Executive compensation plan or agreementOur SEC file number for documents filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended, is 000-22511. 111