##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year
ended March 28, 2009
 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(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



RF MICRO DEVICES, INC.
 FORM 10-K
 FOR THE FISCAL YEAR ENDED MARCH 28, 2009
 INDEX
 PageForward-Looking Information
    
    
    3PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    11Item 1B.
    
    Unresolved Staff Comments
    
    
    22Item 2.
    
    Properties
    
    
    22Item 3.
    
    Legal Proceedings
    
    
    23Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    23PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    23Item 6.
    
    Selected Financial Data
    
    
    26Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    48Item 8.
    
    Financial Statements and Supplementary Data
    
    
    51Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    104Item 9A.
    
    Controls and Procedures
    
    
    104Item 9B.
    
    Other Information
    
    
    104PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    104Item 11.
    
    Executive Compensation
    
    
    105Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    105Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    105Item 14.
    
    Principal Accounting Fees and Services
    
    
    105PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    105Signatures
    
    
    
    
    107Exhibit Index
    
    
    109EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



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




---



##### Table of Contents



Industry Overview
     4




---



##### Table of Contents



Strategy
        5




---



##### Table of Contents



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




---



##### Table of Contents



Products and Applications
  Raw Materials
  Customers
  Financial Statements and Supplementary Data
 7




---



##### Table of Contents



Sales and Marketing
   Research and Development
     
   8




---



##### Table of Contents



Competition
  Intellectual Property
      Seasonality
  Backlog
  Employees
  9




---



##### Table of Contents



Geographic Financial Summary
  Fiscal Year2009
    
    
    2008
    
    
    2007Sales:United States
    
    $
    159,885
    
    
    $
    100,907
    
    
    $
    73,773International
    
    
    726,621
    
    
    
    855,363
    
    
    
    949,842Long-lived tangible assets:United States
    
    $
    224,461
    
    
    $
    338,395
    
    
    $
    324,374International
    
    
    90,666
    
    
    
    91,842
    
    
    
    49,081
   Risk
Factors.
 Environmental Matters
    10




---



##### Table of Contents



Access to Public Information
  
   
 ITEM 1A. RISK FACTORS.
 Recent worldwide economic turmoil may adversely affect our operating results or our ability to
forecast our business.
  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.
  11




---



##### Table of Contents



Our operating results fluctuate.
  
    
    our ability to accurately predict market requirements and evolving industry
standards in a timely manner;
    
    our ability to accurately predict customer demand and thereby avoid the possibility
of obsolete inventory, which would reduce our profit margins;
    
    the ability of third party foundries, assembly, test and tape and reel partners to
handle our products in a timely and cost-effective manner that meets our customers requirements;
    
    our customers and distributors ability to manage the inventory that they hold and
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;
    
    our ability to efficiently utilize our capacity, or acquire additional capacity, in
response to customer demand;
    
    our ability to successfully complete the ongoing efforts of certain cost-reduction actions; and
    
    our ability to successfully integrate and realize expected synergies from our recent acquisitions.
  Our industrys technology changes rapidly and we depend on the development and growth of the
wireless markets.
   We depend on a few large customers for a substantial portion of our revenue.
  12




---



##### Table of Contents



Our operating results are dependent on our GaAs process technology and demand for our GaAs
products.
  We operate in a very competitive industry and must continue to implement innovative technologies
and increase capacity utilization in order to reduce costs and improve margins.
   Our operating results are substantially dependent on development of new products.
  
    
    the accuracy of our prediction of market requirements and evolving standards;
    
    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;
    
    our timely completion and execution on the product designs and ramp of new products
according to our customers needs with acceptable manufacturing yields;
 13




---



##### Table of Contents




    
    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.
  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;
    
    the availability of and the impact of the volatility of commodity pricing on raw
materials, including GaAs substrates, gold and high purity source materials such as
gallium, aluminum, arsenic, indium, silicon, phosphorous and beryllium;
    
    our manufacturing cycle times;
    
    our manufacturing yields;
    
    the political and economic risks associated with the increased reliance on our
manufacturing operations in China, United Kingdom and Germany;
    
    heavy reliance on our internal facilities;
    
    heavy reliance on our wafer fabrication facilities located in the same geographic
area;
    
    our ability to hire, train and manage qualified production personnel;
    
    our compliance with applicable environmental and other laws and regulations; and
    
    our ability to avoid prolonged periods of down-time in our facilities for any
reason.
 If we experience poor manufacturing yields, our operating results may suffer.
 14




---



##### Table of Contents




    
    design errors;
    
    defects in photomasks (which are used to print circuits on a wafer);
    
    minute impurities in materials used;
    
    contamination of the manufacturing environment;
    
    equipment failure or variations in the manufacturing processes;
    
    losses from broken wafers or other human error; and
    
    defects in packaging.
  We depend heavily on third parties.
   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
 Accounting for the Impairment or Disposal of Long-Lived
Assets
 15




---



##### Table of Contents



Share-Based Payment
 Goodwill and Other Intangible Assets
 We are subject to risks from international sales and operations.
     We face challenges managing our employee base.
 16




---



##### Table of Contents




    
    continue to develop leaders for key business units and functions;
    
    expand our presence in international locations and adapt to cultural norms in
foreign locations;
    
    train and manage our employee base; and
    
    attract and retain qualified people with experience in RF engineering, IC design and
technical marketing and support.
  We may engage in future acquisitions that dilute our shareholders ownership, 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.
 We may face uncertainties related to the effectiveness of our internal control over financial
reporting.
  17




---



##### Table of Contents



We rely on our intellectual property portfolio and may face claims of infringement.
   We may be subject to other lawsuits and claims relating to our products.
  We are subject to stringent environmental regulations.
  The price of our common stock has fluctuated widely in the past and may fluctuate widely in the
future.
  Our convertible subordinated debt may have a dilutive effect on our existing shareholders and may
have other adverse effects on our results of operations.
 18




---



##### Table of Contents




    
    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.
  19




---



##### Table of Contents



Changes in accounting rules relating to convertible debt securities, such as our convertible
subordinated notes, will adversely affect our financial results.
 Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement) .
 Provisions in our governing documents could discourage takeovers and prevent shareholders from
realizing an investment premium.
   We may not fully realize the anticipated benefits from our restructurings.
    20




---



##### Table of Contents



Industry overcapacity and current macroeconomic conditions could cause us to underutilize our
manufacturing facilities and have a material adverse effect on our financial performance.
     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.
  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;
    
    adjustments to income taxes upon finalization of various tax returns;
 21




---



##### Table of Contents




    
    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.
  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.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
      22




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
  High
    
    LowFiscal Year Ended March 28, 2009First Quarter
    
    $
    4.27
    
    
    $
    2.66Second Quarter
    
    
    3.98
    
    
    
    2.60Third Quarter
    
    
    3.12
    
    
    
    0.70Fourth Quarter
    
    
    1.44
    
    
    
    0.73Fiscal Year Ended March 29, 2008First Quarter
    
    $
    6.76
    
    
    $
    6.00Second Quarter
    
    
    7.28
    
    
    
    5.57Third Quarter
    
    
    7.46
    
    
    
    5.40Fourth Quarter
    
    
    5.82
    
    
    
    2.52
  23




---



##### Table of Contents



PERFORMANCE GRAPH
COMPARISION OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 Fiscal Year End2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009Total Return Index for:RF Micro Devices, Inc.
    
    
    100.00
    
    
    
    58.76
    
    
    
    99.08
    
    
    
    71.36
    
    
    
    31.27
    
    
    
    15.69NASDAQ 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:
     24




---



##### Table of Contents



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 programsDecember 28, 2008 to January 24, 2009
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionJanuary 25, 2009 to February 21, 2009
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionFebruary 22, 2009 to March 28, 2009
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 millionTotal
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    $51.9 million
  25




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
 Fiscal Year Ended2009
    
    2008
    
    2007
    
    2006
    
    2005(In thousands, except per share data)Revenue
    
    $
    886,506
    
    
    $
    956,270
    
    
    $
    1,023,615
    
    
    $
    770,247
    
    
    $
    634,204Operating costs and expenses:Cost of goods sold
    
    
    669,163
    
    
    
    681,314
    
    
    
    666,755
    
    
    
    501,224
    8
    
    
    417,079Research and development
    
    
    170,778
    
    
    
    207,362
    
    
    
    184,979
    
    
    
    168,858
    8
    
    
    156,464Marketing and selling
    
    
    64,946
    
    
    
    57,330
    
    
    
    53,863
    
    
    
    52,121
    8
    
    
    47,409General and administrative
    
    
    50,352
    
    
    
    42,080
    
    
    
    37,301
    
    
    
    29,589
    8
    
    
    25,053Other operating expense (income)
    
    
    800,563
    1
    
    
    19,085
    
    
    
    (33,834
    )6
    
    
    (251
    )
    
    
    49,469
    9Total operating costs and expenses
    
    
    1,755,802
    
    
    
    1,007,171
    4
    
    
    909,064
    
    
    
    751,541
    
    
    
    695,474(Loss) income from operations
    
    
    (869,296
    )
    
    
    (50,901
    )
    
    
    114,551
    
    
    
    18,706
    
    
    
    (61,270
    )Interest expense
    
    
    (10,165
    )
    
    
    (9,960
    )
    
    
    (4,583
    )
    
    
    (4,188
    )
    
    
    (6,506
    )Interest income
    
    
    5,337
    
    
    
    29,046
    
    
    
    9,305
    
    
    
    4,354
    
    
    
    4,018Other income (expense), net
    
    
    17,609
    2
    
    
    3,906
    
    
    
    (32,874
    )7
    
    
    1,339
    
    
    
    (1,706
    )(Loss) income before income taxes
    
    
    (856,515
    )
    
    
    (27,909
    )
    
    
    86,399
    
    
    
    20,211
    
    
    
    (65,464
    )Income tax (expense) benefit
    
    
    (42,109
    )3
    
    
    33,655
    5
    
    
    (2,983
    )
    
    
    (3,881
    )
    
    
    (581
    )Net (loss) income
    
    $
    (898,624
    )
    
    $
    5,746
    
    
    $
    83,416
    
    
    $
    16,330
    
    
    $
    (66,045
    )Net (loss) income per share:Basic
    
    $
    (3.42
    )
    
    $
    0.03
    
    
    $
    0.43
    
    
    $
    0.09
    
    
    $
    (0.35
    )Diluted
    
    $
    (3.42
    )
    
    $
    0.02
    
    
    $
    0.39
    
    
    $
    0.08
    
    
    $
    (0.35
    )Shares used in per share calculation:Basic
    
    
    262,493
    
    
    
    227,270
    
    
    
    192,137
    
    
    
    188,832
    
    
    
    186,985Diluted
    
    
    262,493
    
    
    
    230,299
    
    
    
    226,513
    
    
    
    192,781
    
    
    
    186,985
 As of Fiscal Year End2009
    
    2008
    
    2007
    
    2006
    
    2005Cash and cash equivalents
    
    $
    172,989
    
    
    $
    129,750
    
    
    $
    228,940
    
    
    $
    81,588
    
    
    $
    26,016Short-term investments
    
    
    93,527
    
    
    
    100,841
    
    
    
    89,678
    
    
    
    68,949
    
    
    
    134,828Working capital
    
    
    408,316
    
    
    
    486,442
    
    
    
    467,223
    
    
    
    303,403
    
    
    
    251,493Total assets
    
    
    1,083,290
    1
    
    
    2,017,195
    4
    
    
    1,089,634
    
    
    
    938,835
    
    
    
    864,442Long-term debt and
capital lease
obligations, less
current portion
    
    
    573,084
    2
    
    
    616,914
    
    
    
    245,709
    
    
    
    226,876
    
    
    
    226,168Shareholders equity
    
    
    364,040
    1
    
    
    1,238,637
    4
    
    
    719,667
    
    
    
    599,357
    
    
    
    548,050
 
 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 (expense) income for fiscal 2009 includes a gain of approximately $22.1 million as a
result of our repurchase 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 was $42.1 million, which primarily represented foreign
income taxes on international operations and the increase of a valuation reserve against U.S.,
U.K. and certain China deferred tax assets.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 was $33.7 million, which primarily represented the
reduction of a valuation reserve against deferred tax assets, recognition of the tax benefit
associated with the operating losses generated in certain taxing jurisdictions, and the
revaluation of China-related deferred tax assets due to changes in the future income tax rate.
See Note 12 to the Consolidated Financial Statements.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. See Note 4 to the Consolidated Financial Statements.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).9
    
    During fiscal 2005, a non-cash asset write-off was recorded relating to the discontinuation
of our WLAN chipset development efforts in the amount of $42.4 million and we
recorded a $6.2 million charge for acquired in-process research and development
associated with the Silicon Wave acquisition that we determined had no alternative future use. 26




---



##### Table of Contents



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 risks associated with the recent worldwide economic turmoil and its effect on our
business and the business of our suppliers and customers, variability in quarterly operating
results, the rate of growth and development of wireless markets, risks associated with the
reduction or elimination of our investments in our wireless systems business, risks that
restructuring charges may be greater and that the cost savings and other benefits from our
restructurings may be lower than originally anticipated, risks associated with the operation of our
wafer fabrication facilities, molecular beam epitaxy facility, assembly facilities and test and
tape and reel facilities, our ability to complete acquisitions and integrate acquired companies,
including the risk that we may not realize expected synergies from our business combinations, our
ability to attract and retain skilled personnel and develop leaders, variability in production
yields, our ability to reduce costs and improve gross margins by implementing innovative
technologies, our ability to bring new products to market, our ability to adjust production
capacity in a timely fashion in response to changes in demand for our products, dependence on a
limited number of customers, dependence on third parties and our ability to manage channel partners
and customer relationships.. 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
 Disclosures about Segments
of an Enterprise and Related Information
 27




---



##### Table of Contents



Fiscal 2009 Management Summary
 Our key financial and operational highlights for the fiscal year ended March 28, 2009, are as
follows:
 
    
    In early fiscal 2009, we initiated a restructuring to reduce our investment in wireless
systems, including cellular transceivers and global positioning systems (GPS) solutions, in
order to focus on RF component opportunities. As a result, we recorded expenses of $47.1
million in fiscal 2009 related to this restructuring.
    
    In the second half of fiscal 2009, we initiated a restructuring to reduce manufacturing
capacity and costs and operating expenses due primarily to lower current and forecasted
demand for our products resulting from the global economic slowdown. As a result, we
recorded expenses of $67.1 million in fiscal 2009 related to this restructuring.
    
    We recorded an impairment charge of $686.5 million to goodwill and intangibles as a
result of global macroeconomic conditions.
    
    We consolidated our production test facilities in an effort to reduce cycle time and
reduce our manufacturing cost structure.
    
    We completed the integrations of Sirenza, Filtronic and UMC.
    
    Our revenue decreased 7.3% in fiscal 2009 to $886.5 million as compared to $956.3
million in fiscal 2008. This decrease was due primarily to lower demand for our products
resulting from the global economic slowdown. The impact of the global economic slowdown
was partially offset by the revenue generated as a result of the acquisitions of Sirenza,
Filtronic and UMC (approximately 20% of total fiscal 2009 revenue and approximately 5% of
total fiscal 2008 revenue was attributable to these acquisitions).
    
    Operating loss was $869.3 million in fiscal 2009 as compared to an operating loss of
$50.9 million for fiscal 2008, primarily due to impairment charges and restructuring
activities. 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 in fiscal 2009. We believe the restructuring activities that occurred in
fiscal 2009, which reduced both our manufacturing and operating costs, position RFMD for
substantial and sustainable improvement in our future financial performance.
    
    Our gross profit was 24.5% of revenue in fiscal 2009 as compared to 28.8% of revenue in
fiscal 2008. This decrease was primarily due to lower factory utilization rates beginning
in the second quarter of fiscal 2009 as a result of reduced demand and forecasted demand
for our products. Also contributing to the lower gross profit was an increase in
amortization expense related to acquired intangibles, and an increase in inventory
reserves. These decreases were partially offset by a decrease in amortization for
inventory step-up related to our acquisition of Sirenza, a shift in product mix to higher
margin products and license fee revenue, increased efficiencies of internally-sourced
assembly and improved pricing on externally-sourced materials.
    
    Our net loss per diluted share was $3.42 for fiscal 2009, compared to a net income per
diluted share of $0.02 for fiscal 2008.
    
    Inventory totaled $113.6 million at March 28, 2009, reflecting total inventory reserves
of $39.5 million. During fiscal 2009, inventory reserves increased and resulted in a
charge of approximately $21.0 million as a result of the significant reduction in demand
for our products in the second half of fiscal 2009.
    
    We generated positive cash flow from operations of $112.2 million for fiscal 2009 as
compared to $59.9 million for fiscal 2008, primarily due to improved inventory management.
Although our revenue decreased only 7.3% year over year, our inventory balance was reduced
by 40% year over year. Improvements in our management of other aspects of working capital
also contributed to the positive cash flow during fiscal 2009.
 28




---



##### Table of Contents




    
    Capital expenditures totaled $46.5 million in fiscal 2009 as compared to $122.7 million
in fiscal 2008.
    
    Other (expense) income included a gain of approximately $22.1 million in fiscal 2009 as
a result of our repurchase of $55.3 million principal amount of our convertible
subordinated notes due 2010 and 2014.
 RESULTS OF OPERATIONS FOR FISCAL 2009 VERSUS FISCAL 2008
  % of
    
    
    
    
    
    
    % of
    
    
    Variance(In thousands, except percentages)
    
    2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    $
    
    
    %Revenue
    
    $
    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
   Fiscal Year2009
    
    2008Customer 1
    
    
    52
    %
    
    
    59
    %Customer 2
    
    
    8
    %
    
    
    14
    %
  OPERATING LOSS
   29




---



##### Table of Contents



Cost of Goods Sold
  Research and Development
  Marketing and Selling
   General and Administrative
  Goodwill Impairment
 Goodwill and Other Intangible
Assets
 Other Operating Expense
 Intangible Assets
  Restructuring and Impairment of Property and Equipment
  30




---



##### Table of Contents



One-Time Employee
    
    
    
    
    
    
    Lease and OtherTermination
    
    
    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
    
    
    $
    12,813
  2009
    
    
    Thereafter
    
    
    TotalOne-time employee
termination benefit costs
    
    $
    4,390
    
    
    $
    771
    
    
    $
    5,161Asset impairments
    
    
    51,432
    
    
    
    
    
    
    
    51,432Lease and other contract
termination costs
    
    
    11,292
    
    
    
    6,276
    
    
    
    17,568Total restructuring charges
    
    $
    67,114
    
    
    $
    7,047
    
    
    $
    74,161
    One-Time Employee
    
    
    
    
    
    
    Lease and OtherTermination
    
    
    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
    
    
    $
    3,221
 31




---



##### Table of Contents



2009
    
    
    Thereafter
    
    
    TotalOne-time employee
termination benefit costs
    
    $
    9,023
    
    
    $
    
    
    
    $
    9,023Asset impairments
    
    
    24,573
    
    
    
    
    
    
    
    24,573Lease and other contract
termination costs
    
    
    13,473
    
    
    
    2,628
    
    
    
    16,101Total restructuring charges
    
    $
    47,069
    
    
    $
    2,628
    
    
    $
    49,697
   Other
 Business
Combinations
 Bluetooth
 RESULTS OF OPERATIONS FOR FISCAL 2008 VERSUS FISCAL 2007
  % of
    
    
    
    
    
    % of
    
    
    Variance(In thousands, except percentages)
    
    2008
    
    
    Revenue
    
    
    2007
    
    
    Revenue
    
    
    $
    
    
    %Revenue
    
    $
    956,270
    
    
    
    100.0
    %
    
    $
    1,023,615
    
    
    
    100.0
    %
    
    $
    (67,345
    )
    
    
    (6.6
    )%Cost of goods sold
    
    
    681,314
    
    
    
    71.2
    
    
    
    666,755
    
    
    
    65.1
    
    
    
    14,559
    
    
    
    2.2Research and
development
    
    
    207,362
    
    
    
    21.7
    
    
    
    184,979
    
    
    
    18.1
    
    
    
    22,383
    
    
    
    12.1Marketing and selling
    
    
    57,330
    
    
    
    6.0
    
    
    
    53,863
    
    
    
    5.3
    
    
    
    3,467
    
    
    
    6.4General and
administrative
    
    
    42,080
    
    
    
    4.4
    
    
    
    37,301
    
    
    
    3.6
    
    
    
    4,779
    
    
    
    12.8Other operating expense
(income)
    
    
    19,085
    
    
    
    2.0
    
    
    
    (33,834
    )
    
    
    (3.3
    )
    
    
    52,919
    
    
    
    156.4Operating (loss) income
    
    $
    (50,901
    )
    
    
    (5.3
    )%
    
    $
    114,551
    
    
    
    11.2
    %
    
    
    (165,452
    )
    
    
    (144.4
    )
 REVENUE
  32




---



##### Table of Contents



Fiscal Year2008
    
    2007Customer 1
    
    
    59
    %
    
    
    44
    %Customer 2
    
    
    14
    %
    
    
    30
    %
  OPERATING (LOSS) INCOME
 Bluetooth
 Cost of Goods Sold
  Research and Development
 Bluetooth®
 Marketing and Selling
  General and Administrative
  Other Operating Expense
  Bluetooth®
 33




---



##### Table of Contents



Bluetooth
 OTHER (EXPENSE) INCOME AND INCOME TAXES FOR FISCAL 2009, 2008 AND 2007
 (in thousands)
    
    2009
    
    
    2008
    
    
    2007Interest expense
    
    $
    (10,165
    )
    
    $
    (9,960
    )
    
    $
    (4,583
    )Interest income
    
    
    5,337
    
    
    
    29,046
    
    
    
    9,305Gain on the retirement of convertible
subordinated notes
    
    
    22,147
    
    
    
    
    
    
    
    Impairment charge
    
    
    
    
    
    
    
    
    
    
    (33,959
    )Other (expense) income
    
    
    (4,538
    )
    
    
    3,906
    
    
    
    1,085Income tax (expense) benefit
    
    
    (42,109
    )
    
    
    33,655
    
    
    
    (2,983
    )
 Interest expense
  Capitalization of Interest Cost
 Accounting for Convertible Debt Instruments That May Be Settled
in Cash upon Conversion (Including Partial Cash Settlement)
 Interest income
  Gain on the retirement of convertible subordinated notes
  Other (Expense) Income
  Investment
Impairment Charge
  34




---



##### Table of Contents



Income taxes
      Accounting for Income Taxes
 35




---



##### Table of Contents



Accounting for
Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109
   36




---



##### Table of Contents



SHARE-BASED COMPENSATION
   LIQUIDITY AND CAPITAL RESOURCES
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
   Fair Value Measurements
 37




---



##### Table of Contents



Cash Flows from Financing Activities
    38




---



##### Table of Contents



IMPACT OF INFLATION
  OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  Payments Due By PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsCapital commitments
    
    $
    1,554
    
    
    $
    1,554
    
    
    $
    
    
    
    $
    
    
    
    $
    Capital leases
    
    
    224
    
    
    
    167
    
    
    
    57
    
    
    
    
    
    
    
    Operating leases
    
    
    51,902
    
    
    
    11,077
    
    
    
    18,394
    
    
    
    11,972
    
    
    
    10,459Convertible debt (including interest)
    
    
    567,446
    
    
    
    6,032
    
    
    
    214,406
    
    
    
    203,604
    
    
    
    143,404Credit line
    
    
    13,500
    
    
    
    
    
    
    
    13,500
    
    
    
    
    
    
    
    Other debt (including interest)
    
    
    22,038
    
    
    
    5,735
    
    
    
    9,574
    
    
    
    6,729
    
    
    
    Purchase obligations
    
    
    16,633
    
    
    
    13,166
    
    
    
    3,437
    
    
    
    25
    
    
    
    5Total
    
    $
    673,297
    
    
    $
    37,731
    
    
    $
    259,368
    
    
    $
    222,330
    
    
    $
    153,868
 Capital Commitments
  Capital Leases
  Operating Leases
 Accounting for Leases
 39




---



##### Table of Contents



Convertible Debt
        40




---



##### Table of Contents



No Net Cost Credit Line
   Other Debt
    Purchase Obligations
  Other Contractual Obligations
  41




---



##### Table of Contents



OTHER
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Inventory Reserves.
  Goodwill and Intangible Assets.
 Goodwill
   42




---



##### Table of Contents



Deferred Income Tax Considerations in Applying the Goodwill
Impairment Test of FASB Statement No. 142,
    43




---



##### Table of Contents



Intangible Assets
  Accounting for the Impairment or Disposal of Long-Lived Assets
    Impairment of Long-lived Assets.
  Investments.
 44




---



##### Table of Contents



Share-Based Compensation. Share-Based Payment,
 Expected Volatility
   Expected Term
  Risk-Free Interest Rate
  Expected Dividend Yield
  45




---



##### Table of Contents



Forfeitures
  Income Taxes.
   RECENT ACCOUNTING PRONOUNCMENTS
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
 46




---



##### Table of Contents



Determination of the Useful Life of Intangible Assets.
 Business Combinations
 Accounting for Nonrefundable Advance Payments for
Goods or Services to Be Used in Future Research and Development Activities
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements Application of FASB Statement 157 to FASB Statement 13 and Other Accounting Pronouncements That
Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement
13 Effective Date of FASB Statement 157 Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
 47




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 Financial Risk Management
  Interest Rates
      48




---



##### Table of Contents



Convertible Debt
    Other Debt
  49




---



##### Table of Contents



Capital Lease Obligations
  Currency Exchange Rates
    50




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageConsolidated Balance Sheets
    
    
    52Consolidated Statements of Operations
    
    
    54Consolidated Statements of Shareholders Equity
    
    
    55Consolidated Statements of Cash Flows
    
    
    57Notes to Consolidated Financial Statements
    
    
    59Report of Management on Internal Control Over Financial Reporting
    
    
    101Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting
    
    
    102Report of Independent Registered Public Accounting Firm
    
    
    103
 51




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
 March 28,
    
    
    March 29,2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    172,989
    
    
    $
    129,750Restricted cash
    
    
    62
    
    
    
    504Short-term investments (Notes 2 & 4)
    
    
    93,527
    
    
    
    100,841Accounts receivable, less allowance of $886 and $797
as of March 28, 2009 and March 29, 2008, respectively
    
    
    90,231
    
    
    
    115,629Inventories (Notes 2 & 5)
    
    
    113,611
    
    
    
    190,753Prepaid expenses
    
    
    10,885
    
    
    
    13,630Other receivables (Note 2)
    
    
    9,040
    
    
    
    33,110Other current assets (Note 12)
    
    
    21,737
    
    
    
    37,816Total current assets
    
    
    512,082
    
    
    
    622,033Property and equipment:Land
    
    
    3,706
    
    
    
    3,206Building
    
    
    89,541
    
    
    
    84,526Machinery and equipment
    
    
    526,778
    
    
    
    559,385Leasehold improvements
    
    
    76,718
    
    
    
    108,091Furniture and fixtures
    
    
    12,257
    
    
    
    13,217Computer equipment and software
    
    
    37,267
    
    
    
    36,109746,267
    
    
    
    804,534Less accumulated depreciation
    
    
    (435,179
    )
    
    
    (421,574
    )311,088
    
    
    
    382,960Construction in progress
    
    
    4,039
    
    
    
    47,277Total property and equipment, net
    
    
    315,127
    
    
    
    430,237Goodwill (Notes 2, 6 & 7)
    
    
    95,628
    
    
    
    701,317Intangible assets (Notes 2 & 6)
    
    
    121,191
    
    
    
    205,072Long-term investments (Notes 2 & 4)
    
    
    20,183
    
    
    
    26,336Other non-current assets (amount recorded at fair value is
$2,517) (Notes 2, 4, & 12)
    
    
    19,079
    
    
    
    32,200Total assets
    
    $
    1,083,290
    
    
    $
    2,017,195
 See accompanying notes.
 52




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
 March 28,
    
    
    March 29,2009
    
    
    2008Liabilities and shareholders equityCurrent liabilities:Accounts payable
    
    $
    46,745
    
    
    $
    78,674Accrued liabilities
    
    
    51,259
    
    
    
    52,111Other current liabilities (Notes 8 & 9)
    
    
    5,762
    
    
    
    4,806Total current liabilities
    
    
    103,766
    
    
    
    135,591Long-term debt, net of unamortized discount of $5,858 and $8,664
as of March 28, 2009 and March 29, 2008, respectively (Note 9)
    
    
    559,529
    
    
    
    616,698No net cost credit line
    
    
    13,500
    
    
    
    Other long-term liabilities (Notes 8, 10, 12)
    
    
    42,455
    
    
    
    26,269Total liabilities
    
    
    719,250
    
    
    
    778,558Commitments 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; 264,035
and 260,643 shares issued and outstanding as of March 28, 2009
and March 29, 2008, respectively (Notes 7 and 16)
    
    
    958,742
    
    
    
    955,390Additional paid-in capital
    
    
    170,052
    
    
    
    148,914Accumulated other comprehensive income, net of tax
    
    
    169
    
    
    
    632Retained (deficit) earnings
    
    
    (764,923
    )
    
    
    133,701Total shareholders equity
    
    
    364,040
    
    
    
    1,238,637Total liabilities and shareholders equity
    
    $
    1,083,290
    
    
    $
    2,017,195
 See accompanying notes.
 53




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
 Fiscal Year2009
    
    2008
    
    2007Revenue
    
    $
    886,506
    
    
    $
    956,270
    
    
    $
    1,023,615Operating costs and expenses:Cost of goods sold
    
    
    669,163
    
    
    
    681,314
    
    
    
    666,755Research and development
    
    
    170,778
    
    
    
    207,362
    
    
    
    184,979Marketing and selling
    
    
    64,946
    
    
    
    57,330
    
    
    
    53,863General and administrative
    
    
    50,352
    
    
    
    42,080
    
    
    
    37,301Goodwill impairment (Note 6)
    
    
    619,551
    
    
    
    
    
    
    
    Other operating expense (income)
(Notes 6 and 11)
    
    
    181,012
    
    
    
    19,085
    
    
    
    (33,834
    )Total operating costs and expenses
    
    
    1,755,802
    
    
    
    1,007,171
    
    
    
    909,064(Loss) income from operations
    
    
    (869,296
    )
    
    
    (50,901
    )
    
    
    114,551Interest expense
    
    
    (10,165
    )
    
    
    (9,960
    )
    
    
    (4,583
    )Interest income
    
    
    5,337
    
    
    
    29,046
    
    
    
    9,305Impairment of Jazz Semiconductor, Inc.
investment (Note 4 )
    
    
    
    
    
    
    
    
    
    
    (33,959
    )Gain on retirement of convertible
subordinated notes (Note 9)
    
    
    22,147
    
    
    
    
    
    
    
    Other (expense) income
    
    
    (4,538
    )
    
    
    3,906
    
    
    
    1,085(Loss) income before income taxes
    
    
    (856,515
    )
    
    
    (27,909
    )
    
    
    86,399Income tax (expense) benefit
    
    
    (42,109
    )
    
    
    33,655
    
    
    
    (2,983
    )Net (loss) income
    
    $
    (898,624
    )
    
    $
    5,746
    
    
    $
    83,416Net (loss) income per share:Basic
    
    $
    (3.42
    )
    
    $
    0.03
    
    
    $
    0.43Diluted
    
    $
    (3.42
    )
    
    $
    0.02
    
    
    $
    0.39Shares used in per share calculation:Basic
    
    
    262,493
    
    
    
    227,270
    
    
    
    192,137Diluted
    
    
    262,493
    
    
    
    230,299
    
    
    
    226,513
 See accompanying notes.
 54




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(In thousands)
 AccumulatedAdditional
    
    
    
    
    
    Other
    
    RetainedCommon Stock
    
    Paid-in
    
    Deferred
    
    Comprehensive
    
    EarningsShares
    
    Amount
    
    Capital
    
    Compensation
    
    Income (Loss)
    
    (Deficit)
    
    TotalBalance, April 1, 2006
    
    
    190,280
    
    
    $
    462,696
    
    
    $
    107,104
    
    
    $
    (12,265
    )
    
    $
    355
    
    
    $
    41,467
    
    
    $
    599,357Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,416
    
    
    
    83,416Unrealized loss on marketable securities, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )
    
    
    
    
    
    
    (92
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    116Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    83,416
    
    
    
    83,440Reclassification of deferred compensation in relation
to the adoption of SFAS 123(R)
    
    
    
    
    
    
    
    
    
    
    (12,265
    )
    
    
    12,265
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    3,079
    
    
    
    12,838
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,838Issuance of common stock in connection with
Employee Stock Purchase Plan
    
    
    792
    
    
    
    4,601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,601Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    19,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,431Balance, March 31, 2007
    
    
    194,151
    
    
    $
    480,135
    
    
    $
    114,270
    
    
    $
    
    
    
    $
    379
    
    
    $
    124,883
    
    
    $
    719,667Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,746
    
    
    
    5,746Unrealized loss on marketable securities, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (374
    )
    
    
    
    
    
    
    (374
    )Change in pension liability experience, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291
    
    
    
    
    
    
    
    291Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    336Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    253
    
    
    
    5,746
    
    
    
    5,999Adjustment for the cumulative effect on prior years
of
the adoption of Interpretation 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,072
    
    
    
    3,072Exercise of stock options
    
    
    1,523
    
    
    
    2,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,415Common stock issued for acquisition of Sirenza
    
    
    94,005
    
    
    
    568,164
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568,164Value of options/awards exchanged for acquisition
    
    
    
    
    
    
    
    
    
    
    9,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,094Equity issuance fees related to acquisition
    
    
    
    
    
    
    (280
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )Issuance of common stock in connection with
Employee Stock Purchase Plan
    
    
    964
    
    
    
    3,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,618Tax benefit from exercise of stock options
    
    
    
    
    
    
    
    
    
    
    6,165
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,165Repurchase and retirement of common stock,
including transaction costs
    
    
    (30,000
    )
    
    
    (98,662
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98,662
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    19,385
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,385Balance, March 29, 2008
    
    
    260,643
    
    
    $
    955,390
    
    
    $
    148,914
    
    
    $
    
    
    
    $
    632
    
    
    $
    133,701
    
    
    $
    1,238,637Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (898,624
    )
    
    
    (898,624
    )Unrealized loss on marketable securities, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,983
    )
    
    
    
    
    
    
    (1,983
    )
 55




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(In thousands)
 AccumulatedAdditional
    
    
    
    
    
    Other
    
    RetainedCommon Stock
    
    Paid-in
    
    Deferred
    
    Comprehensive
    
    EarningsShares
    
    Amount
    
    Capital
    
    Compensation
    
    Income (Loss)
    
    (Deficit)
    
    TotalReclassification 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (463
    )
    
    
    (898,624
    )
    
    
    (899,087
    )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
    
    
    $
    170,052
    
    
    $
    
    
    
    $
    169
    
    
    $
    (764,923
    )
    
    $
    364,040
 See accompanying notes.
 56




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 Fiscal Year2009
    
    2008
    
    2007Operating activities:Net (loss) income
    
    $
    (898,624
    )
    
    $
    5,746
    
    
    $
    83,416Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation
    
    
    85,900
    
    
    
    81,991
    
    
    
    71,501Amortization
    
    
    28,514
    
    
    
    15,470
    
    
    
    2,830Investment amortization, net
    
    
    (505
    )
    
    
    (6,356
    )
    
    
    (189
    )Deferred income taxes
    
    
    32,036
    
    
    
    (37,077
    )
    
    
    (1,420
    )Excess tax benefit from exercises of stock options
    
    
    
    
    
    
    (1,419
    )
    
    
    Gain on sale of substantially all Bluetooth®assets
    
    
    
    
    
    
    
    
    
    
    (36,378
    )Impairment of Jazz Semiconductor, Inc. investment
    
    
    
    
    
    
    511
    
    
    
    33,959Goodwill impairment
    
    
    619,551
    
    
    
    
    
    
    
    Intangible impairment
    
    
    66,960
    
    
    
    1,221
    
    
    
    Asset impairments (including restructuring impairments)
    
    
    76,005
    
    
    
    
    
    
    
    Gain on retirement of convertible subordinated notes
    
    
    (22,147
    )
    
    
    
    
    
    
    Acquired in-process research and development cost
    
    
    1,400
    
    
    
    13,860
    
    
    
    Foreign currency adjustments
    
    
    3,653
    
    
    
    (4,518
    )
    
    
    (1,353
    )Loss on disposal of assets, net
    
    
    658
    
    
    
    137
    
    
    
    1,227Share-based compensation expense
    
    
    23,712
    
    
    
    19,312
    
    
    
    21,163Changes in operating assets and liabilities:Accounts receivable
    
    
    26,774
    
    
    
    12,408
    
    
    
    13,936Inventories
    
    
    75,588
    
    
    
    (34,484
    )
    
    
    1,914Prepaid expenses and other current and non-current assets
    
    
    17,036
    
    
    
    3,967
    
    
    
    (17,482
    )Accounts payable
    
    
    (32,573
    )
    
    
    7,270
    
    
    
    (7,185
    )Accrued liabilities
    
    
    (2,913
    )
    
    
    (13,317
    )
    
    
    8,607Income taxes payable/recoverable income taxes
    
    
    4,125
    
    
    
    (8,712
    )
    
    
    4,449Other long-term liabilities
    
    
    7,011
    
    
    
    3,885
    
    
    
    (554
    )Net cash provided by operating activities
    
    
    112,161
    
    
    
    59,895
    
    
    
    178,441Investing activities:Purchase of available-for-sale securities
    
    
    (124,501
    )
    
    
    (472,659
    )
    
    
    (88,443
    )Proceeds from maturities of available-for-sale securities
    
    
    136,142
    
    
    
    441,413
    
    
    
    67,945Proceeds from sale of substantially all Bluetooth®assets
    
    
    
    
    
    
    
    
    
    
    32,616Purchase 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.
    
    
    
    
    
    
    1,690
    
    
    
    23,105Purchase of property and equipment
    
    
    (46,467
    )
    
    
    (122,678
    )
    
    
    (106,590
    )Purchase of intangibles
    
    
    (400
    )
    
    
    
    
    
    
    Proceeds from sale of property and equipment
    
    
    2,185
    
    
    
    204
    
    
    
    549Net cash used in investing activities
    
    
    (47,065
    )
    
    
    (437,586
    )
    
    
    (70,818
    )
 57




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 Fiscal Year2009
    
    2008
    
    2007Financing activities:Proceeds from convertible subordinated debt offering, net of discount of $8,250
    
    
    
    
    
    
    366,750
    
    
    
    Proceeds from bank loans
    
    
    
    
    
    
    5,954
    
    
    
    Proceeds from equipment term loan
    
    
    
    
    
    
    
    
    
    
    25,000Debt issuance costs
    
    
    
    
    
    
    (587
    )
    
    
    (210
    )Proceeds from the no net cost loan
    
    
    13,500
    
    
    
    
    
    
    
    Payment of debt
    
    
    (4,482
    )
    
    
    (4,150
    )
    
    
    (2,854
    )Excess tax benefit from exercises of stock options
    
    
    
    
    
    
    1,419
    
    
    
    Payment of convertible subordinated notes
    
    
    (32,447
    )
    
    
    
    
    
    
    Proceeds from exercise of stock options, warrants and employee stock purchases
    
    
    3,352
    
    
    
    6,033
    
    
    
    17,439Share repurchase
    
    
    
    
    
    
    (98,662
    )
    
    
    Equity transaction cost
    
    
    
    
    
    
    (281
    )
    
    
    Restricted cash
    
    
    340
    
    
    
    (504
    )
    
    
    (94
    )Repayment of capital lease obligations
    
    
    (561
    )
    
    
    (157
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (20,298
    )
    
    
    275,815
    
    
    
    39,281Net increase (decrease) in cash and cash equivalents
    
    
    44,798
    
    
    
    (101,876
    )
    
    
    146,904Cash and cash equivalents at beginning of year
    
    
    129,750
    
    
    
    228,940
    
    
    
    81,588Effect of exchange rate changes on cash
    
    
    (1,559
    )
    
    
    2,686
    
    
    
    448Cash and cash equivalents at end of year
    
    $
    172,989
    
    
    $
    129,750
    
    
    $
    228,940Supplemental disclosure of cash flow informationCash paid during the year for interest
    
    $
    7,988
    
    
    $
    2,644
    
    
    $
    4,706Cash paid during the year for income taxes
    
    $
    13,433
    
    
    $
    13,272
    
    
    $
    5,449Non-cash investing activities:Transfer of auction rate securities from available-for-sale to trading securities
    
    $
    17,143
    
    
    $
    
    
    
    $
    
 See accompanying notes.
 58




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 March 28, 2009
 1. COMPANY INFORMATION
   Disclosures about
Segments of an Enterprise and Related Information
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
 Principles of Consolidation
   Accounting Periods
  Reclassifications
  59




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
 Fair Value of Financial Instruments
  Use of Estimates
  Cash and Cash Equivalents
  Investments
 Available-for-Sale Investments and Trading Securities
 Accounting for Certain Investments
In Debt and Equity Securities
 60




---



##### 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)
  The Fair Value Option for
Financial Assets and Financial Liabilities
 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments
 Inventories
 Inventory Costs  an amendment of
ARB No. 43, Chapter 4
 Product Warranty
  61




---



##### 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)
 Property and Equipment
   Accounting for Impairment or Disposal of Long-Lived Assets
 Capitalization of Interest Cost,
 Other Receivables
  Intangible Assets and Goodwill
  Goodwill
 Goodwill and Other Intangible
Assets
  62




---



##### 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)
    Deferred Income Tax Considerations in Applying
the Goodwill Impairment Test of FASB Statement No. 142
    63




---



##### 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
   Business Combinations
   Revenue Recognition
 Revenue Recognition Revenue Arrangements with Multiple Deliverables
 64




---



##### 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
 Accounting for Income
Taxes
 Accounting for
Uncertainty in Income Taxes
 65




---



##### 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)
 Accounting for Income Taxes  Special Areas
 Share-Based Payment
 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
  66




---



##### 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)
 Sirenza Microdevices, Inc. Amended and Restated 1998 Stock Plan
  2003 Stock Incentive Plan
   2006 Directors Stock Option Plan
  Employee Stock Purchase Plan
  67




---



##### 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
    68




---



##### 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 29, 2008
    
    
    26,977
    
    
    $
    7.05Granted
    
    
    436
    
    
    $
    3.28Exercised
    
    
    (755
    )
    
    $
    2.04Canceled
    
    
    (4,095
    )
    
    $
    7.65Forfeited
    
    
    (1,170
    )
    
    $
    6.16Outstanding as of March 28, 2009
    
    
    21,393
    
    
    $
    7.09
    
    
    
    4.90
    
    
    $
    524Vested and
expected to vest as of March 28, 2009
    
    
    21,357
    
    
    $
    7.10
    
    
    
    4.89
    
    
    $
    523Options exercisable as of March 28, 2009
    
    
    17,418
    
    
    $
    7.31
    
    
    
    4.26
    
    
    $
    523
   Fiscal Year2009
    
    2008
    
    2007Expected volatility
    
    
    77.6
    %
    
    
    50.6
    %
    
    
    52.5
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected term (in years)
    
    
    5.2
    
    
    
    5.2
    
    
    
    5.0Risk-free interest rate
    
    
    3.1
    %
    
    
    4.5
    %
    
    
    4.9
    %Weighted-average grant-date fair value of
options granted during the period
    
    $
    2.20
    
    
    $
    2.91
    
    
    $
    3.03
   69




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS (continued)
      Transition Election Related
to Accounting for Tax Effects of Share-Based Payment Awards, Intraperiod Tax Allocation of the Tax Effect of Pretax Income from Continuing
Operations,
 70




---



##### 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 29, 2008
    
    
    4,030
    
    
    $
    6.22Granted
    
    
    5,232
    
    
    
    3.44Vested
    
    
    (1,565
    )
    
    
    6.90Forfeited
    
    
    (782
    )
    
    
    6.09Balance at March 28, 2009
    
    
    6,915
    
    
    $
    4.20
   Foreign Currency Translation
 Foreign Currency Translation
 Recent Accounting Pronouncements
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlemen
 71




---



##### 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)
 Determination of the Useful Life of Intangible
Assets
 Business Combinations
 Accounting for Nonrefundable Advance Payments for
Goods or Services to Be Used in Future Research and Development Activities
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements Application of FASB Statement 157 to FASB Statement 13 and Other Accounting Pronouncements That
Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement
13 Effective Date of FASB Statement 157 Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
 72




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 3. CONCENTRATIONS OF CREDIT RISK
   Fiscal Year2009
    
    2008
    
    2007Customer 1
    
    
    52
    %
    
    
    59
    %
    
    
    44
    %Customer 2
    
    
    8
    %
    
    
    14
    %
    
    
    30
    %
  4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
 Investments
  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
    
    
    
    17,983
    
    
    
    
    
    
    
    20,183Total
    
    $
    198,484
    
    
    $
    17,983
    
    
    $
    70,232
    
    
    $
    286,699
 Available-for-
    
    
    
    
    
    
    
    
    
    
    Persale
    
    
    Trading
    
    
    
    
    
    
    March 29, 2008Balance Sheet Caption
    
    investments
    
    
    securities
    
    
    Cash
    
    
    Balance SheetCash and cash equivalents
    
    $
    55,487
    
    
    $
    
    
    
    $
    74,263
    
    
    $
    129,750Short-term investments
    
    
    100,841
    
    
    
    
    
    
    
    
    
    
    
    100,841Long-term investments
    
    
    26,336
    
    
    
    
    
    
    
    
    
    
    
    26,336Total
    
    $
    182,664
    
    
    $
    
    
    
    $
    74,263
    
    
    $
    256,927
 73




---



##### Table of Contents



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
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueMarch 28, 2009U.S government/agency securities
    
    $
    158,339
    
    
    $
    104
    
    
    $
    (45
    )
    
    $
    158,398Corporate debt securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Auction rate securities
    
    
    2,200
    
    
    
    
    
    
    
    
    
    
    
    2,200Commercial paper
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Money market funds
    
    
    37,886
    
    
    
    
    
    
    
    
    
    
    
    37,886$
    198,425
    
    
    $
    104
    
    
    $
    (45
    )
    
    $
    198,484March 29, 2008U.S government/agency securities
    
    $
    64,743
    
    
    $
    972
    
    
    $
    
    
    
    $
    65,715Corporate debt securities
    
    
    43,700
    
    
    
    99
    
    
    
    (239
    )
    
    
    43,560Auction rate securities
    
    
    27,300
    
    
    
    
    
    
    
    (964
    )
    
    
    26,336Commercial paper
    
    
    8,989
    
    
    
    1
    
    
    
    
    
    
    
    8,990Money market funds
    
    
    38,063
    
    
    
    
    
    
    
    
    
    
    
    38,063$
    182,795
    
    
    $
    1,072
    
    
    $
    (1,203
    )
    
    $
    182,664
    March 28, 2009
    
    
    March 29, 2008Estimated
    
    
    
    
    
    
    EstimatedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair ValueDue in less than one year
    
    $
    196,225
    
    
    $
    196,284
    
    
    $
    70,038
    
    
    $
    70,045Due after one year through five years
    
    
    
    
    
    
    
    
    
    
    85,457
    
    
    
    86,283Due after ten years
    
    
    2,200
    
    
    
    2,200
    
    
    
    27,300
    
    
    
    26,336Total investments in debt securities
    
    $
    198,425
    
    
    $
    198,484
    
    
    $
    182,795
    
    
    $
    182,664
 1
 March 28, 2009
    
    
    March 29, 2008Gross
    
    
    
    
    
    
    GrossEstimated
    
    
    Unrealized
    
    
    Estimated
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    LossesU.S government/agency securities
    
    $
    41,904
    
    
    $
    (45
    )
    
    $
    
    
    
    $
    Auction rate securities
    
    
    
    
    
    
    
    
    
    
    19,536
    
    
    
    (964
    )Corporate debt securities
    
    
    
    
    
    
    
    
    
    
    6,161
    
    
    
    (239
    )Total investments with unrealized losses
    
    $
    41,904
    
    
    $
    (45
    )
    
    $
    25,697
    
    
    $
    (1,203
    )
 
 1
    
    There were no available-for-sale investments in a continuous unrealized loss position
for 12 months or greater on March 28, 2009, and March 29, 2008. 74




---



##### Table of Contents



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.
  Quoted Prices InActive Markets For
    
    
    Significant Other
    
    
    SignificantIdentical Assets
    
    
    Observable Inputs
    
    
    Unobservable InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)U.S government/agency securities
    
    $
    158,398
    
    
    $
    158,398
    
    
    $
    
    
    
    $
    Auction rate securities
    
    
    20,183
    
    
    
    
    
    
    
    2,200
    
    
    
    17,983Put option
    
    
    2,517
    
    
    
    
    
    
    
    
    
    
    
    2,517Money market funds
    
    
    37,886
    
    
    
    37,886
    
    
    
    
    
    
    
    $
    218,984
    
    
    $
    196,284
    
    
    $
    2,200
    
    
    $
    20,500
  Auction RateSecurities
    
    
    Put OptionLevel 3 balance at March 29, 2008
    
    $
    19,536
    
    
    $
    Unrealized loss included in other (expense) income
    
    
    (2,517
    )
    
    
    Unrealized
gain included in other comprehensive
income
    
    
    964
    
    
    
    Unrealized gain from put option
    
    
    
    
    
    
    2,517Level 3 balance at March 28, 2009
    
    $
    17,983
    
    
    $
    2,517
 75




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
        76




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 4. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
   5. INVENTORIES
  Fiscal Year2009
    
    
    2008Raw materials
    
    $
    55,753
    
    
    $
    65,251Work in process
    
    
    44,125
    
    
    
    70,167Finished goods
    
    
    53,277
    
    
    
    85,663153,155
    
    
    
    221,081Inventory reserves
    
    
    (39,544
    )
    
    
    (30,328
    )Total inventories
    
    $
    113,611
    
    
    $
    190,753
  6. GOODWILL AND INTANGIBLE ASSETS
  Balance as of March 29, 2008
    
    $
    701,317Impairment
    
    
    (619,551
    )Acquisition of UMC
    
    
    12,786Adjustments during the period
    
    
    1,076Balance as of March 28, 2009
    
    $
    95,628
 77




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
     Deferred Income Tax Considerations in Applying the Goodwill Impairment Test of FASB
Statement No. 142
 78




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
      March 28, 2009
    
    
    March 29, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIntangible Assets:Technology licenses
    
    $
    10,746
    
    
    $
    7,421
    
    
    $
    10,851
    
    
    $
    7,052Customer relationships
    
    
    43,100
    
    
    
    1,727
    
    
    
    83,490
    
    
    
    3,454Acquired product technology and other
    
    
    85,566
    
    
    
    9,073
    
    
    
    134,634
    
    
    
    13,397Total
    
    $
    139,412
    
    
    $
    18,221
    
    
    $
    228,975
    
    
    $
    23,903
   79




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 6. GOODWILL AND INTANGIBLE ASSETS (continued)
    EstimatedAmortizationFiscal Year Ending
    
    Expense2010
    
    $18,7202011
    
    18,7202012
    
    18,6102013
    
    18,2702014
    
    17,942
 7. BUSINESS COMBINATIONS
 Universal Microwave Corporation
    80




---



##### 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.
  Determination of the Measurement Date for the Market Price of Acquirer Securities
Issued in a Purchase Business Combination,
  81




---



##### 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
    82




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 7. BUSINESS COMBINATIONS (continued)
   Fiscal 2008
    
    Fiscal 2007Revenue
    
    $
    1,065,848
    
    
    $
    1,160,193Net income
    
    $
    5,172
    
    
    $
    74,703Basic net income per common share
    
    $
    0.02
    
    
    $
    0.28Diluted net income per common share
    
    $
    0.02
    
    
    $
    0.26
  8. LEASES
   83




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 8. LEASES (continued)
  Fiscal Years
    
    Capital
    
    
    Operating2010
    
    $
    167
    
    
    $
    11,0772011
    
    
    57
    
    
    
    9,8112012
    
    
    
    
    
    
    8,5832013
    
    
    
    
    
    
    6,8992014
    
    
    
    
    
    
    5,073Thereafter
    
    
    
    
    
    
    10,459Total minimum payment
    
    $
    224
    
    
    $
    51,902Less amounts representing interest
    
    
    15Present value of minimum lease payments
    
    
    209Less current portion
    
    
    154Obligations under capital leases, less current portion
    
    $
    55
   Sale-Leaseback
 Accounting for Leases Accounting for Leases  Sales-Leaseback
Transactions Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term,
Initial Direct Costs of Direct Financing Leases. Accounting for
Sales of Real Estate
 9. LONG-TERM DEBT
  March 28, 2009
    
    
    March 29, 2008Convertible subordinated notes due August 2010, net of discount
    
    $
    206,143
    
    
    $
    228,330Convertible subordinated notes due 2012, net of discount
    
    
    197,326
    
    
    
    196,465Convertible subordinated notes due 2014, net of discount
    
    
    140,420
    
    
    
    171,649Bank loan
    
    
    6,729
    
    
    
    6,556No net cost credit line
    
    
    13,500
    
    
    
    Equipment term loan, net of discount
    
    
    13,750
    
    
    
    18,180Subtotal
    
    
    577,868
    
    
    
    621,180Less current portion of equipment term loan
    
    
    4,839
    
    
    
    4,482Total long-term debt
    
    $
    573,029
    
    
    $
    616,698
 84




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. LONG-TERM DEBT (continued)
  Fiscal Years2010
    
    $
    4,8222011
    
    
    224,7712012
    
    
    3,8002013
    
    
    204,0552014 and thereafter
    
    
    140,420Total
    
    $
    577,868
 Convertible Debt
     85




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. LONG-TERM DEBT (continued)
       No Net Cost Credit Line
  86




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 9. LONG-TERM DEBT (continued)
  Other Debt
   10. RETIREMENT BENEFIT PLANS
 Germany Defined Benefit Pension Plan
  Employers
Accounting for Defined Benefit Pension & Other Post Retirement Plans.
 87




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 10. RETIREMENT BENEFIT PLANS (continued)
 U.S. Defined Contribution Plan
  U.K. Defined Contribution Plan
  11. RESTRUCTURING AND ASSET SALE
 Restructuring resulting from adverse macroeconomic business environment
    88




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
  One-Time
    
    
    
    
    
    
    Lease andEmployee
    
    
    
    
    
    
    OtherTermination
    
    
    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
    
    
    $
    12,813
   2009
    
    
    Thereafter
    
    
    TotalOne-time employee termination benefit
costs
    
    $
    4,390
    
    
    $
    771
    
    
    $
    5,161Asset impairments
    
    
    51,432
    
    
    
    
    
    
    
    51,432Lease and other contract termination
costs
    
    
    11,292
    
    
    
    6,276
    
    
    
    17,568Total restructuring charges
    
    $
    67,114
    
    
    $
    7,047
    
    
    $
    74,161
  Fiscal 2009 restructuring to reduce or eliminate investments in wireless systems
   89




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
   One-Time
    
    
    
    
    
    
    Lease andEmployee
    
    
    
    
    
    
    OtherTermination
    
    
    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
    
    
    $
    3,221
   2009
    
    
    Thereafter
    
    
    TotalOne-time employee termination benefit
costs
    
    $
    9,023
    
    
    $
    
    
    
    $
    9,023Asset impairments
    
    
    24,573
    
    
    
    
    
    
    
    24,573Lease and other contract termination
costs
    
    
    13,473
    
    
    
    2,628
    
    
    
    16,101Total restructuring charges
    
    $
    47,069
    
    
    $
    2,628
    
    
    $
    49,697
  Bluetooth® sale and related restructuring charges
 Bluetooth® Bluetooth® Bluetooth
  90




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 11. RESTRUCTURING AND ASSET SALE (continued)
  12. INCOME TAXES
  Fiscal Year2009
    
    2008
    
    2007United States
    
    $
    (858,340
    )
    
    $
    (39,861
    )
    
    $
    75,256Foreign
    
    
    1,825
    
    
    
    11,952
    
    
    
    11,143Total
    
    $
    (856,515
    )
    
    $
    (27,909
    )
    
    $
    86,399
  Fiscal Year2009
    
    2008
    
    2007Current (expense) benefit:Federal
    
    $
    19
    
    
    $
    341
    
    
    $
    (1,562
    )State
    
    
    28
    
    
    
    (50
    )
    
    
    220Foreign
    
    
    (10,120
    )
    
    
    (3,713
    )
    
    
    (3,061
    )(10,073
    )
    
    
    (3,422
    )
    
    
    (4,403
    )Deferred (expense) benefit:Federal
    
    
    (27,505
    )
    
    
    26,854
    
    
    
    (868
    )State
    
    
    4,382
    
    
    
    5,421
    
    
    
    (71
    )Foreign
    
    
    (8,913
    )
    
    
    4,802
    
    
    
    2,359(32,036
    )
    
    
    37,077
    
    
    
    1,420Total
    
    $
    (42,109
    )
    
    $
    33,655
    
    
    $
    (2,983
    )
 91




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
  Fiscal Year2009
    
    2008Deferred income tax assets:Allowance for bad debts
    
    $
    381
    
    
    $
    295Warranty reserve
    
    
    511
    
    
    
    737Inventory reserve
    
    
    15,170
    
    
    
    11,317Accrued vacation
    
    
    2,112
    
    
    
    3,594Sale/leaseback
    
    
    289
    
    
    
    325Write-down of investment
    
    
    4,654
    
    
    
    4,678Investment loss (income)
    
    
    1,710
    
    
    
    1,718Equity compensation
    
    
    19,329
    
    
    
    13,681Capitalized research and development expenses
    
    
    4,681
    
    
    
    8,157Accumulated depreciation/basis difference
    
    
    53,062
    
    
    
    50,762Net operating loss carry-forwards
    
    
    74,293
    
    
    
    63,482Research and other credits
    
    
    41,938
    
    
    
    40,714Capital loss carry-forward
    
    
    
    
    
    
    1,072Other deferred assets
    
    
    9,412
    
    
    
    2,664Other comprehensive income
    
    
    
    
    
    
    48Total deferred income tax assets
    
    
    227,542
    
    
    
    203,244Valuation allowance
    
    
    (163,701
    )
    
    
    (38,792
    )Net deferred income tax asset
    
    $
    63,841
    
    
    $
    164,452Deferred income tax liabilities:Accumulated depreciation/basis difference
    
    $
    
    
    
    $
    (27,463
    )Amortization
and purchase accounting basis difference
    
    
    (44,337
    )
    
    
    (77,986
    )Deferred gain
    
    
    (4,274
    )
    
    
    (1,862
    )Inventory
    
    
    
    
    
    
    (1,923
    )Other deferred liabilities
    
    
    (180
    )
    
    
    (858
    )Other comprehensive income
    
    
    (22
    )
    
    
    Total deferred income tax liabilities
    
    
    (48,813
    )
    
    
    (110,092
    )Net deferred income tax asset
    
    $
    15,028
    
    
    $
    54,360Amounts included in Consolidated Balance Sheets:Current assets
    
    $
    21,265
    
    
    $
    35,058Current liabilities
    
    
    (130
    )
    
    
    (167
    )Non-current assets
    
    
    14,755
    
    
    
    30,078Non-current liabilities
    
    
    (20,862
    )
    
    
    (10,609
    )Net deferred income tax asset
    
    $
    15,028
    
    
    $
    54,360
 92




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
    ®
 93




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
      94




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
  Fiscal Year2009
    
    2008
    
    2007Amount
    
    Percentage
    
    Amount
    
    Percentage
    
    Amount
    
    PercentageIncome tax (expense)
benefit at statutory
federal rate
    
    $
    299,780
    
    
    
    35.00
    %
    
    $
    9,768
    
    
    
    35.00
    %
    
    $
    (30,240
    )
    
    
    35.00
    %Decrease (increase)
resulting from:State tax, net of federal
benefit
    
    
    4,807
    
    
    
    0.56
    
    
    
    2,584
    
    
    
    9.26
    
    
    
    (264
    )
    
    
    0.31Research and development
credits
    
    
    432
    
    
    
    0.05
    
    
    
    1,309
    
    
    
    4.69
    
    
    
    1,596
    
    
    
    (1.85
    )Foreign sales benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,515
    
    
    
    (2.91
    )Effect of change in
foreign income tax rate
applied to deferred tax
asset
    
    
    
    
    
    
    
    
    
    
    2,309
    
    
    
    8.27
    
    
    
    1,105
    
    
    
    (1.28
    )Foreign tax rate difference
    
    
    (2,461
    )
    
    
    (0.29
    )
    
    
    2,963
    
    
    
    10.62
    
    
    
    2,093
    
    
    
    (2.42
    )Change in valuation
allowance against deferred
tax assets
    
    
    (131,977
    )
    
    
    (15.41
    )
    
    
    20,065
    
    
    
    71.89
    
    
    
    19,721
    
    
    
    (22.83
    )In-process research and
development
    
    
    
    
    
    
    
    
    
    
    (4,739
    )
    
    
    (16.98
    )
    
    
    
    
    
    
    Goodwill impairment
    
    
    (210,717
    )
    
    
    (24.60
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    (1,973
    )
    
    
    (0.23
    )
    
    
    (604
    )
    
    
    (2.16
    )
    
    
    491
    
    
    
    (0.57
    )$
    (42,109
    )
    
    
    (4.92
    )%
    
    $
    33,655
    
    
    
    120.59
    %
    
    $
    (2,983
    )
    
    
    3.45
    %
  Balance at March 31, 2007
    
    $
    15,299Additions based on positions related to current year
    
    
    4,218Additions for tax positions in prior years
    
    
    2,043Additions for tax positions assumed in business combinations
    
    
    810Reductions for tax positions in prior years
    
    
    (1,160
    )Expiration of Statute of Limitations
    
    
    (556
    )Settlements
    
    
    Balance at March 29, 2008
    
    $
    20,654Additions based on positions related to current year
    
    
    4,181Additions for tax positions in prior years
    
    
    3,096Additions for tax positions assumed in business combinations
    
    
    3,706Reductions for tax positions in prior years
    
    
    (1,335
    )Expiration of Statute of Limitations
    
    
    (796
    )Settlements
    
    
    Balance at March 28, 2009
    
    $
    29,506
 95




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 12. INCOME TAXES (continued)
    13. NET (LOSS) INCOME PER SHARE
  For Fiscal Year2009
    
    2008
    
    2007Numerator for basic and diluted net (loss) income
per share:Net (loss) income available to common shareholders
    
    $
    (898,624
    )
    
    $
    5,746
    
    
    $
    83,416Plus: Income impact of assumed conversions for
interest on 1.50% convertible notes
    
    
    
    
    
    
    
    
    
    
    4,056Net
(loss) income plus assumed conversion of notes  Numerator for diluted net (loss) income per share
    
    $
    (898,624
    )
    
    $
    5,746
    
    
    $
    87,472Denominator:Denominator for basic net (loss) income per share 
weighted average shares
    
    
    262,493
    
    
    
    227,270
    
    
    
    192,137Effect of dilutive securities:Employee stock options
    
    
    
    
    
    
    3,029
    
    
    
    4,232Assumed conversion of 1.50% convertible notes
    
    
    
    
    
    
    
    
    
    
    30,144Denominator for diluted net (loss) income per share 
adjusted weighted average shares and assumed
conversions
    
    
    262,493
    
    
    
    230,299
    
    
    
    226,513Basic net (loss) income per share
    
    $
    (3.42
    )
    
    $
    0.03
    
    
    $
    0.43Diluted net (loss) income per share
    
    $
    (3.42
    )
    
    $
    0.02
    
    
    $
    0.39
  96




---



##### 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
    
    
    21,393Possible future issuance under Company stock option plans
    
    
    16,666Employee stock purchase plan
    
    
    1,298Restricted share-based awards granted
    
    
    6,915Possible future issuance pursuant to convertible subordinated notes
    
    
    60,201Total shares reserved
    
    
    106,473
 97




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 16. SHARE REPURCHASE
  17. COMMITMENTS AND CONTINGENCIES
 Legal
 18. RELATED PARTY TRANSACTIONS
   19. GEOGRAPHIC INFORMATION
  Fiscal Year2009
    
    
    2008
    
    
    2007Sales:United States (U.S.)
    
    $
    159,885
    
    
    $
    100,907
    
    
    $
    73,773International
    
    
    726,621
    
    
    
    855,363
    
    
    
    949,842
 Fiscal Year2009
    
    
    2008
    
    
    2007Sales:United States
    
    
    18
    %
    
    
    11
    %
    
    
    7
    %Asia
    
    
    63
    
    
    
    67
    
    
    
    74Europe
    
    
    16
    
    
    
    19
    
    
    
    17Central and South America
    
    
    4
    
    
    
    2
    
    
    
    1Canada
    
    
    <1
    
    
    
    <1
    
    
    
    <1Other
    
    
    <1
    
    
    
    <1
    
    
    
    <1
 98




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 19. GEOGRAPHIC INFORMATION (continued)
  Fiscal Year(in thousands)
    
    2009
    
    
    2008
    
    
    2007Net Revenue:Cellular Products Group
    
    $
    659,824
    
    
    $
    841,405
    
    
    $
    958,389Multi-Market Products Group
    
    
    226,682
    
    
    
    114,865
    
    
    
    65,226Total
    
    $
    886,506
    
    
    $
    956,270
    
    
    $
    1,023,615
  Fiscal Year2009
    
    
    2008
    
    
    2007Long-lived tangible assets:United States
    
    $
    224,461
    
    
    $
    338,395
    
    
    $
    324,374International
    
    
    90,666
    
    
    
    91,842
    
    
    
    49,081
  20. QUARTERLY DATA (UNAUDITED):
 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
    
    
    (24,123
    )
    
    
    (11,779
    )
    
    
    (813,343
    )3
    
    
    (49,379
    )Net loss per share:Basic
    
    $
    (0.09
    )
    
    $
    (0.04
    )
    
    $
    (3.09
    )
    
    $
    (0.19
    )Diluted
    
    $
    (0.09
    )
    
    $
    (0.04
    )
    
    $
    (3.09
    )
    
    $
    (0.19
    )
 Fiscal 2008 Quarter(in thousands, exceptper share data)
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthRevenue
    
    $
    211,599
    
    
    $
    255,845
    
    
    $
    268,182
    
    
    $
    220,644
    6Gross profit
    
    
    66,698
    
    
    
    82,265
    
    
    
    70,310
    
    
    
    55,683
    6Net income (loss)
    
    
    23,601
    4
    
    
    14,462
    
    
    
    (15,077
    )5
    
    
    (17,240
    )6Net income (loss) per share:Basic
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    (0.06
    )Diluted
    
    $
    0.11
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    (0.06
    )
 99




---



##### Table of Contents



RF Micro Devices, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (continued)
 20. QUARTERLY DATA (UNAUDITED) (continued):
        100




---



##### Table of Contents



REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
     Internal
ControlIntegrated Framework.
  101




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
           102




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Accounting for Uncertainty in Income Taxes, an
interpretation of Financial Accounting Standard No. 109.
   
 103




---



##### 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.
   104




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    Financial Statements
 i.
    
    Consolidated Balance Sheets as of March 28, 2009 and March 29, 2008.ii.
    
    Consolidated Statements of Operations for fiscal years 2009, 2008 and 2007.iii.
    
    Consolidated Statements of Shareholders Equity for fiscal years 2009, 2008
and 2007.iv.
    
    Consolidated Statements of Cash Flows for fiscal years 2009, 2008 and 2007.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.
 (2)
    
    Financial Statement Schedules:
 Schedule II  Valuation and Qualifying Accounts appears below.
 105




---



##### Table of Contents



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 AmountBeginning of
    
    Charged to Costs
    
    Acquired through
    
    Deductions
    
    Balance at EndPeriod
    
    and Expenses
    
    Acquisition
    
    from Reserve
    
    of PeriodYear 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)
    
    
    30,328Year ended March 31, 2007Allowance for doubtful
accounts
    
    $
    386
    
    
    $
    
    
    
    $
    
    
    
    $
    20
    (i)
    
    $
    366Inventory reserve
    
    
    16,673
    
    
    
    7,259
    
    
    
    
    
    
    8,540 (ii)
    
    
    15,392
 
 (i)
    
    The Company wrote-off a fully reserved balance against the related receivable;
write-offs totaled $0.8 million, $0.7 million, and $0.0 million for the fiscal years ended
March 28, 2009, March 29, 2008, and March 31, 2007, respectively.(ii)
    
    The Company sold impaired 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.
 106




---



##### Table of Contents



SIGNATURES
  RF Micro Devices, Inc.Date: May 27, 2009
    
    /s/ Robert A. BruggeworthBy:
    Robert A. BruggeworthPresident and Chief Executive Officer   107




---



##### Table of Contents



/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/ Albert E. PaladinoName:
    Dr. Albert E. PaladinoTitle:
    Director/s/ Casimir S. SkrzypczakName:
    Casimir S. SkrzypczakTitle:
    Director/s/ Erik H. van der KaayName:
    Erik H. van der KaayTitle:
    Director 108




---



##### 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. (26)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 (28)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)
 109




---



##### 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)
 110




---



##### 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 (21)*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 (22)*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
(22)*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. (23)*10.25
    
    RF Micro Devices, Inc. 2006 Directors Stock Option Plan, effective July 31, 2006 (24)*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 (22)*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 (22)*10.28
    
    RF Micro Devices, Inc. Cash Bonus Plan, effective June 1, 2006 (22)*10.29
    
    Nonemployee Directors Stock Option Plan of RF Micro Devices, Inc. (as amended and restated
through June 13, 2003) (25)*10.30
    
    Offer letter between RF Micro Devices, Inc. and Robert Van Buskirk, dated August 13, 2007 (27)*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 (27)*
 111




---



##### Table of Contents



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. (27)*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 (28)*10.34
    
    Change in Control Agreement between RF Micro Devices, Inc. and Robert Van Buskirk, effective
as of November 14, 2007 (29)*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. (30)*10.36
    
    Retirement and Transition Agreement, dated as of March 31, 2008, between William J. Pratt and
RF Micro Devices, Inc. (31)*10.37
    
    Employment Agreement, dated as of November 12, 2008, between RF Micro Devices, Inc. and Robert
A. Bruggeworth (32)*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 (33)*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 (33)*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 (33)*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 (33)*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. (33)*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 (33)*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 (33)*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 (33)*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.
 112




---



##### Table of Contents



ExhibitNo.
    
    Description31.2
    
    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.(6)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-1/A, 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). 113




---



##### Table of Contents



(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 Registration
Statement on Form S-8, filed November 20, 2008 (File No. 333-155524).(22)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 7, 2006.(23)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2005.(24)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed August 2, 2006 (File No. 333-136251).(25)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed May 8, 2006.(26)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed August 16, 2007.(27)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-4, filed September 13, 2007 (File No. 333-146027).(28)
    
    Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-8, filed November 15, 2007 (File No. 333-147432).(29)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed November 19, 2007.(30)
    
    Incorporated by reference to the exhibit filed with our Annual Report on Form
10-K for the fiscal year ended March 29, 2008.(31)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed April 4, 2008. 114




---



##### Table of Contents



(32)
    
    Incorporated by reference to the exhibit filed with our Current Report on
Form 8-K, filed November 14, 2008.(33)
    
    Incorporated by reference to the exhibit filed with our Quarterly Report on
Form 10-Q for the quarterly period ended December 27, 2008.*
    
    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. 115