UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22511

RF Micro Devices, Inc.

(Exact name of registrant as specified in its charter)

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
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of October 28, 2011, there were 277,964,072 shares of the registrant’s common stock outstanding.

 

 

RF MICRO DEVICES, INC. AND SUBSIDIARIES

INDEX

		Page
PART I— FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of October 1, 2011 and April 2, 2011			3
Condensed Consolidated Statements of Income for the three months ended October 1, 2011 and October 2, 2010			4
Condensed Consolidated Statements of Income for the six months ended October 1, 2011 and October 2, 2010			5
Condensed Consolidated Statements of Cash Flows for the six months ended October 1, 2011 and October 2, 2010			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			20
Item 4. Controls and Procedures.			20
PART II — OTHER INFORMATION
Item 1A. Risk Factors.			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			21
Item 6. Exhibits.			22
SIGNATURES			23
EXHIBIT INDEX			24
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

ITEM 1.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

		October 1, 2011				April 2, 2011
ASSETS
Current assets:
Cash and cash equivalents		$	120,676			$	131,760
Restricted cash			17				422
Short-term investments (Note 7)			155,968				159,881
Accounts receivable, less allowance of $798 and $800 as of October 1, 2011 and April 2, 2011, respectively			127,459				120,375
Inventories (Note 3)			163,185				149,813
Prepaid expenses			8,460				6,960
Other receivables			14,376				10,218
Other current assets (Note 6)			14,974				20,730
Total current assets			605,115				600,159
Property and equipment, net of accumulated depreciation of $566,963 at October 1, 2011 and $541,318 at April 2, 2011			208,329				209,478
Goodwill			95,628				95,628
Intangible assets, net			74,485				83,685
Long-term investments (Note 1 and Note 7)			2,749				2,694
Other non-current assets (Note 6)			30,924				33,749
Total assets		$	1,017,230			$	1,025,393
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	90,187			$	89,490
Accrued liabilities			38,158				41,483
Current portion of long term debt, net of unamortized discount (Note 5)			46,147				3,852
Other current liabilities (Note 6)			3,272				112
Total current liabilities			177,764				134,937
Long-term debt, net of unamortized discount (Note 5)			115,408				177,343
Other long-term liabilities (Note 6)			30,221				36,758
Total liabilities			323,393				349,038
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; 277,913 and 275,376 shares issued and outstanding at October 1, 2011 and April 2, 2011, respectively			947,566				966,764
Additional paid-in capital			290,445				276,964
Accumulated other comprehensive income, net of tax			350				393
Accumulated deficit			(544,524	)			(567,766	)
Total shareholders’ equity			693,837				676,355
Total liabilities and shareholders’ equity		$	1,017,230			$	1,025,393

See accompanying Notes to Condensed Consolidated Financial Statements.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

		Three Months Ended
		October 1, 2011				October 2, 2010
Revenue		$	243,811			$	285,794
Cost of goods sold			153,418				177,139
Gross profit			90,393				108,655
Operating expenses:
Research and development			36,961				35,604
Marketing and selling			15,828				15,094
General and administrative			14,629				14,836
Other operating expense			(46	)			729
Total operating expenses			67,372				66,263
Income from operations			23,021				42,392
Interest expense			(2,581	)			(4,043	)
Interest income			117				130
Loss on retirement of convertible subordinated notes (Note 5)			—				(1,646	)
Other (expense) income (Note 1)			(42	)			1,056
Income before income taxes			20,515				37,889
Income tax expense (Note 6)			(6,205	)			(2,493	)
Net income		$	14,310			$	35,396
Net income per share (Note 2):
Basic		$	0.05			$	0.13
Diluted		$	0.05			$	0.13
Shares used in per share calculation:
Basic			277,016				272,662
Diluted			282,711				277,458

See accompanying Notes to Condensed Consolidated Financial Statements.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

		Six Months Ended
		October 1, 2011				October 2, 2010
Revenue		$	458,002			$	559,636
Cost of goods sold			289,441				348,575
Gross profit			168,561				211,061
Operating expenses:
Research and development			73,545				71,705
Marketing and selling			30,854				29,462
General and administrative			26,159				25,905
Other operating expense			129				1,038
Total operating expenses			130,687				128,110
Income from operations			37,874				82,951
Interest expense			(5,597	)			(9,529	)
Interest income			251				494
Loss on retirement of convertible subordinated notes (Note 5)			(778	)			(1,646	)
Other income (Note 1)			196				1,864
Income before income taxes			31,946				74,134
Income tax expense (Note 6)			(8,704	)			(10,397	)
Net income		$	23,242			$	63,737
Net income per share (Note 2):
Basic		$	0.08			$	0.23
Diluted		$	0.08			$	0.23
Shares used in per share calculation:
Basic			276,405				271,501
Diluted			282,944				277,696

See accompanying Notes to Condensed Consolidated Financial Statements.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

		Six Months Ended
		October 1, 2011				October 2, 2010
Cash flows from operating activities:
Net income		$	23,242			$	63,737
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation			29,079				32,405
Amortization and other non-cash items			13,814				16,826
Excess tax benefit from exercises of stock options			(820	)			—
Deferred income taxes			1,575				(1,414	)
Foreign currency adjustments			(3	)			(1,308	)
Asset impairments (including restructuring impairments)			—				27
Loss on retirement of convertible subordinated notes			778				1,646
Gain on disposal of assets, net			(841	)			(34	)
Income from equity investment			(54	)			(540	)
Share-based compensation expense			15,212				14,445
Changes in operating assets and liabilities:
Accounts receivable, net			(7,172	)			(26,253	)
Inventories			(13,337	)			(8,280	)
Prepaid expense and other current and non-current assets			(5,470	)			(5,710	)
Accounts payable and accrued liabilities			(2,132	)			18,154
Income tax payable/recoverable			4,570				10,610
Other liabilities			(962	)			(377	)
Net cash provided by operating activities			57,479				113,934
Investing activities:
Purchase of property and equipment			(27,733	)			(11,784	)
Proceeds from sale of property and equipment			560				451
Proceeds from maturities of securities available-for-sale			83,000				199,575
Purchase of securities available-for-sale			(78,974	)			(150,902	)
Net cash (used in) provided by investing activities			(23,147	)			37,340
Financing activities:
Payment of debt			(27,173	)			(109,481	)
Payments of no net cost loan			—				(12,900	)
Excess tax benefit from exercises of stock options			820				—
Proceeds from the issuance of common stock			5,826				1,784
Repurchase of common stock, including transaction costs			(15,373	)			—
Tax withholding paid on behalf of employees for restricted stock units			(9,651	)			(2,309	)
Restricted cash associated with financing activities			330				(40	)
Repayment of capital lease obligations			(28	)			(23	)
Net cash used in financing activities			(45,249	)			(122,969	)
Net (decrease) increase in cash and cash equivalents			(10,917	)			28,305
Effect of exchange rate changes on cash			(167	)			718
Cash and cash equivalents at the beginning of the period			131,760				104,778
Cash and cash equivalents at the end of the period		$	120,676			$	133,801

See accompanying Notes to Condensed Consolidated Financial Statements.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements of RF Micro Devices, Inc. and Subsidiaries (together, the “Company” or “RFMD”) have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2011.

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company acquired an immaterial investment in a privately-held company in fiscal 2008 and accounted for it under the cost method. During the third quarter of fiscal 2011, this company was recapitalized and restructured, which increased RFMD’s ownership in this company. As a result, RFMD adopted and applied the equity method of accounting to this investment retroactively pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 323, “Investments-Equity Method and Joint Ventures” (“ASC 323”). The cumulative effect of this accounting change was immaterial to prior fiscal years and was recorded as an equity investment in fiscal year 2011. As of October 1, 2011, the equity investment is $0.6 million and has increased net income by less than $0.1 million for both the three and six months ended October 1, 2011, and $0.3 million and $0.5 million for the three and six months ended October 2, 2010, respectively.

The Company uses a 52- or 53-week fiscal year ending on the Saturday closest to March 31 of each year. The first fiscal quarter of each year ends on the Saturday closest to June 30, the second fiscal quarter of each year ends on the Saturday closest to September 30 and the third fiscal quarter of each year ends on the Saturday closest to December 31.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

2. NET INCOME PER SHARE

The following table sets forth a reconciliation of the numerators and denominators in the computation of basic and diluted net income per share (in thousands, except per share data):

		Three Months Ended								Six Months Ended
		October 1, 2011				October 2, 2010				October 1, 2011				October 2, 2010
Numerator:
Numerator for basic and diluted net income per share — net income available to common shareholders		$	14,310			$	35,396			$	23,242			$	63,737
Effect of dilutive securities:
Income impact of assumed conversions for interest on 2010 Notes			—				—				—				27
Numerator for diluted net income per share - net income plus assumed conversion of 2010 Notes		$	14,310			$	35,396			$	23,242			$	63,764
Denominator:
Denominator for basic net income per share — weighted average shares			277,016				272,662				276,405				271,501
Effect of dilutive securities:
Share-based awards			5,695				4,796				6,539				5,563
Assumed conversion of 2010 Notes			—				—				—				632
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions
			282,711				277,458				282,944				277,696
Basic net income per share		$	0.05			$	0.13			$	0.08			$	0.23
Diluted net income per share		$	0.05			$	0.13			$	0.08			$	0.23

In the computation of diluted net income per share for the three and six months ended October 1, 2011, outstanding stock options to purchase approximately 4.3 million shares and 6.0 million shares, respectively, were excluded because the exercise price of the options was greater than the average market price of the underlying common stock and the effect of their inclusion would have been anti-dilutive. In the computation of diluted net income per share for the three and six months ended October 2, 2010, outstanding stock options to purchase approximately 16.4 million shares and 16.1 million shares, respectively, were excluded because the exercise price of the options was greater than the average market price of the underlying common stock and the effect of their inclusion would have been anti-dilutive.

On July 1, 2010, the Company repaid the $10.0 million outstanding principal balance plus accrued interest on the 1.50% convertible subordinated notes (the “2010 Notes”) and the conversion option of these notes expired unexercised. The computation of weighted-average diluted shares outstanding for the six months ended October 2, 2010, includes the effect of the shares that could have been issued upon conversion of the remaining $10.0 million balance of the 2010 Notes prior to their maturity on July 1, 2010 (a total of approximately 0.6 million shares).

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

2. NET INCOME PER SHARE (continued)

The computation of diluted net income per share does not assume the conversion of the Company’s $200 million initial aggregate principal amount of 0.75% Convertible Subordinated Notes due 2012 (the “2012 Notes”) or the $175 million initial aggregate principal amount of 1.00% Convertible Subordinated Notes due 2014 (the “2014 Notes”).

The 2012 Notes and 2014 Notes generally would become dilutive to earnings if the average market price of the Company’s common stock exceeds approximately $8.05 per share. The maximum number of shares issuable upon conversion of the 2012 Notes and 2014 Notes as of October 1, 2011 is approximately 16.9 million shares (excluding an aggregate of $199.9 million principal amount of the 2012 Notes and 2014 Notes that were previously purchased and retired by the Company), which may be adjusted as a result of stock splits, stock dividends and antidilution provisions.

Share Repurchase

During the three months ended October 1, 2011, the Company repurchased 1.7 million shares of its common stock at an average price of $5.72 on the open market. During the six months ended October 1, 2011, the Company repurchased 2.6 million shares of its common stock at an average price of $5.80 on the open market.

3. INVENTORIES

Inventories are stated at the lower of cost or market determined using the average cost method. The components of inventories are as follows (in thousands):

		October 1, 2011				April 2, 2011
Raw materials		$	45,216			$	35,851
Work in process			64,519				53,219
Finished goods			53,450				60,743
Total inventories		$	163,185			$	149,813

4. OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income for the Company consists of accumulated unrealized gains (losses) on marketable securities, foreign currency translation adjustments and amortization of unrealized actuarial pension valuation gain. This amount is included as a separate component of shareholders’ equity. Comprehensive income is not materially different than net income for the three and six months ended October 1, 2011 and October 2, 2010.

5. DEBT

Debt balances at October 1, 2011 and April 2, 2011 are as follows (in thousands):

		October 1, 2011				April 2, 2011
Convertible subordinated notes due 2012, net of discount		$	38,943			$	58,317
Convertible subordinated notes due 2014, net of discount			115,408				111,992
Bank loan			7,204				7,034
Equipment term loan, net of discount			—				3,852
Total debt			161,555				181,195
Less current portion			46,147				3,852
Total long-term debt		$	115,408			$	177,343

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

5. DEBT (continued)

Convertible Debt

During the first quarter of fiscal 2012, the Company purchased and retired $22.0 million original principal amount of its 2012 Notes for an average price of $105.48, which resulted in a loss of approximately $0.8 million. In accordance with FASB ASC 470-20, “Debt — Debt with Conversions and Other Options” (“ASC 470-20”), the Company records gains and losses on the early retirement of its 2012 Notes and its 2014 Notes in the period of derecognition, depending on whether the fair market value at the time of derecognition was greater than, or less than, the carrying value of the debt.

The Company’s 2012 Notes, which mature on April 15, 2012, are reflected in “current portion of long-term debt” on the condensed consolidated balance sheet.

As of October 1, 2011, the 2012 Notes had a fair value on the Private Offerings, Resale and Trading through Automated Linkages (“PORTAL”) Market of $42.4 million, compared to a carrying value of $38.9 million. As of April 2, 2011, the 2012 Notes had a fair value on the PORTAL Market of $66.1 million, compared to a carrying value of $58.3 million.

As of October 1, 2011, the 2014 Notes had a fair value on the PORTAL Market of $150.4 million, compared to a carrying value of $115.4 million. As of April 2, 2011, the 2014 Notes had a fair value on the PORTAL Market of $145.0 million, compared to a carrying value of $112.0 million.

Total non-cash interest expense related to the Company’s 2012 and 2014 Notes was $2.3 million and $4.8 million for the three and six months ended October 1, 2011, respectively, and $3.3 million and $7.7 million for the three and six months ended October 2, 2010, respectively.

Bank Loan

The bank loan, which is payable in April 2012, is reflected in “current portion of long-term debt” on the condensed consolidated balance sheet.

Equipment Term Loan

In the first quarter of fiscal 2012, the equipment term loan became due and the remaining balance of $3.9 million was paid with cash on hand.

6. INCOME TAXES

Income Tax Expense

The Company’s provision for income taxes for the reporting periods ended October 1, 2011 and October 2, 2010 has been calculated by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

The Company’s income tax expense was $6.2 million and $8.7 million for the three and six months ended October 1, 2011, respectively, and $2.5 million and $10.4 million for the three and six months ended October 2, 2010, respectively. The Company’s effective tax rate was 30.2% and 27.2% for the three and six months ended October 1, 2011 and 6.6% and 14.0% for the three and six months ended October 2, 2010, respectively. The Company’s effective tax rate for the first quarter of fiscal 2012 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, state income taxes, domestic tax credits generated, adjustments to the valuation allowance limiting the recognition of the benefit of domestic deferred tax assets, a tax expense related to a reduction in U.K. deferred tax assets due to the decrease in U.K. tax rates, and a tax benefit from the reversal of uncertain tax position accruals related to success-based fees incurred in connection with prior business combinations. The Company’s effective tax rate for the second quarter of fiscal 2011 differed from the statutory rate primarily due to tax rate differences in foreign jurisdictions, state income taxes, domestic tax credits generated, adjustments to the valuation allowance limiting the recognition of the benefit of domestic and foreign deferred tax assets, and a tax benefit from the expiration of the statute of limitations on uncertain tax positions assumed in prior business combinations.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

6. INCOME TAXES (continued)

Deferred Taxes

The valuation allowance against net deferred tax assets has increased by $1.7 million from the $92.3 million balance as of the end of fiscal 2011. The Company intends to maintain a valuation allowance against its deferred tax assets for certain jurisdictions until sufficient positive evidence exists to support its full or partial reversal. The amount of the deferred tax assets actually realized could vary depending upon the amount of taxable income the Company is able to generate in the various taxing jurisdictions in which the Company has operations.

The Company has outstanding domestic federal and state tax net operating loss (“NOLs”) carry-forwards that will begin to expire in fiscal 2018 and fiscal 2012, respectively, if unused. The use of those NOLs, which were acquired in prior year acquisitions, is subject to certain annual limitations under Internal Revenue Code Section 382 and similar state tax provisions. In addition, the Company has U.K. loss carryovers that carry forward indefinitely.

Uncertain Tax Positions

The Company’s gross unrecognized tax benefits decreased from $32.9 million as of the end of fiscal 2011 to $31.4 million as of the end of the second quarter of fiscal 2012, with the change arising from a $0.4 million increase related to tax positions taken with respect to the current fiscal year and a $1.9 million decrease related to tax positions taken with respect to earlier fiscal years.

U.S. federal tax returns through fiscal 2009, North Carolina tax returns through fiscal 2008, and German tax returns through calendar year 2007 have been examined by their respective taxing authorities. Subsequent tax years in each of those jurisdictions remain open for examination. Other material jurisdictions that are subject to examination by tax authorities are California (fiscal 2006 through present), the U.K. (fiscal 2002 through present), and China (calendar year 2001 through present).

7. INVESTMENTS AND FAIR VALUE MEASUREMENTS

Available-For-Sale

The following is a summary of available-for-sale securities as of October 1, 2011 and April 2, 2011 (in thousands):

		Available-for-Sale Securities
						Gross				Gross
						Unrealized				Unrealized				Estimated Fair
		Cost				Gains				Losses				Value
October 1, 2011
U.S. government/agency securities		$	160,949			$	29			$	(10	)		$	160,968
Auction rate securities			2,150				—				—				2,150
Money market funds			26,281				—				—				26,281
		$	189,380			$	29			$	(10	)		$	189,399
April 2, 2011
U.S. government/agency securities		$	159,837			$	44			$	—			$	159,881
Auction rate securities			2,150				—				—				2,150
Money market funds			31,748				—				—				31,748
		$	193,735			$	44			$	—			$	193,779

The estimated fair value of available-for-sale securities was based on the prevailing market values on October 1, 2011 and April 2, 2011. We determine the cost of an investment sold based on the specific identification method.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

7. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

There were no gross realized gains or losses recognized on available-for-sale securities for the three and six months ended October 1, 2011. Gross realized gains and losses recognized on available-for-sale securities were insignificant for the three and six months ended October 2, 2010.

No available-for-sale investments were in a continuous unrealized loss position as of October 1, 2011 and April 2, 2011.

The amortized cost of available-for-sale investments in debt securities with contractual maturities is as follows (in thousands):

		October 1, 2011								April 2, 2011
						Estimated								Estimated
		Cost				Fair Value				Cost				Fair Value
Due in less than one year		$	187,230			$	187,249			$	191,585			$	191,629
Due after ten years			2,150				2,150				2,150				2,150
Total investments in debt securities		$	189,380			$	189,399			$	193,735			$	193,779

Fair Value Measurements

On a quarterly basis, the Company measures the fair value of its marketable securities, which are comprised of U.S. government/agency securities, auction rate securities (ARS), and money market funds. Marketable securities are reported at fair value in cash and cash equivalents, short-term investments and long-term investments on the Company’s condensed consolidated balance sheet. The related unrealized gains and losses are included in accumulated other comprehensive income, a component of shareholders’ equity, net of tax.

Recurring Fair Value Measurements

The fair value of the financial assets measured at fair value on a recurring basis was determined using the following levels of inputs as of October 1, 2011 and April 2, 2011 (in thousands):

						Quoted Prices In
						Active Markets For				Significant Other				Significant
						Identical Assets				Observable Inputs				Unobservable
		Total				(Level 1)				(Level 2)				Inputs (Level 3)
October 1, 2011
U.S. government/agency securities		$	160,968			$	160,968			$	—			$	—
Auction rate securities			2,150				—				2,150				—
Money market funds			26,281				26,281				—				—
		$	189,399			$	187,249			$	2,150			$	—
April 2, 2011
U.S. government/agency securities		$	159,881			$	159,881			$	—			$	—
Auction rate securities			2,150				—				2,150				—
Money market funds			31,748				31,748				—				—
		$	193,779			$	191,629			$	2,150			$	—

ARS are debt instruments with interest rates that reset through periodic short-term auctions. The Company’s Level 2 ARS are valued at par based on quoted prices for identical or similar instruments in markets that are not active.

RF MICRO DEVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

7. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

Nonrecurring Fair Value Measurements

The Company’s non-financial assets, such as goodwill, intangible assets, and property and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. The Company did not have any non-financial assets or liabilities measured at fair value during the three and six months ended October 1, 2011 and October 2, 2010.

Financial Instruments Not Recorded at Fair Value

The carrying values of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and other accrued liabilities, approximate fair value as of October 1, 2011 and April 2, 2011. See Note 5 to the Condensed Consolidated Financial Statements for a discussion of the fair value of our debt instruments.

8. SUBSEQUENT EVENTS

During the third quarter of fiscal 2012 (through November 10, 2011), the Company repurchased approximately 0.8 million shares of its common stock at an average price of $7.05 on the open market.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to our plans, objectives, estimates and goals. Statements expressing expectations regarding our future and projections relating to products, sales, revenues and earnings are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” and “estimate,” and variations of such words and similar expressions, identify such forward-looking statements. Our business is subject to numerous risks and uncertainties, including the following:

	•		changes in business and economic conditions, including downturns in the semiconductor industry and/or the overall economy;
	•		our ability to accurately predict market requirements and evolving industry standards in a timely manner;
	•		our ability to accurately predict customer demand and thereby avoid the possibility of obsolete inventory, which would reduce our profit margins;
	•		our customers’ and distributors’ ability to manage the inventory 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 to acquire additional capacity, in response to customer demand;
	•		the inability of certain of our customers to access their traditional sources of credit, which could lead them to reduce their level of purchases or seek credit or other accommodations from us;
	•		our ability to continue to improve our product designs and develop new products in response to new technologies;
	•		our dependence on a limited number of customers for a substantial portion of our revenue;
	•		our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products;
	•		the risks associated with the operation of our molecular beam epitaxy (MBE) facility, our wafer fabrication facilities, our assembly facility and our test and tape and reel facilities;
	•		variability in manufacturing yields and raw material costs and availability;
	•		our dependence on third parties, including wafer foundries, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;
	•		our ability to manage channel partner and customer relationships;
	•		currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations; and
	•		our ability to attract and retain skilled personnel and develop leaders for key business units and functions.

These and other risks and uncertainties, which are described in more detail in our most recent Annual Report on Form 10-K and in other reports and statements that we file with the Securities and Exchange Commission, could cause the actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements. Forward-looking statements speak only as of the date they were made and we undertake no obligation to update or revise such statements, except as required by the federal securities laws.

OVERVIEW

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated results of operations and financial condition of RF Micro Devices, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and accompanying notes.

We are a recognized global leader in the design and manufacture of high-performance radio frequency (RF) components and compound semiconductor technologies. Our products enable worldwide mobility, provide enhanced connectivity and support advanced functionality in the cellular handset, wireless infrastructure, wireless local area network (WLAN or WiFi), cable television (CATV)/broadband, Smart Energy/advanced metering infrastructure (AMI), and aerospace and defense markets. We are recognized for our diverse portfolio of semiconductor technologies and RF systems expertise, and we are a preferred supplier to the world’s leading mobile device, customer premises and communications equipment providers.

SECOND QUARTER FISCAL 2012 FINANCIAL HIGHLIGHTS:

•		Quarterly revenue decreased by 14.7% as compared to the second quarter of fiscal 2011 primarily due to lower sales to Nokia driven by the anticipated end-of-life of transceiver products. Sales of our 3G/4G cellular components (including our new products such as our PowerSmart™ family of products, our ultra-high efficiency 3G/4G power amplifiers and our switch-based products) to customers other than Nokia partially offset the decline in transceiver product revenue for the three months ended October 1, 2011.
•		Gross margin for the quarter was 37.1% as compared to 38.0% in the corresponding quarter of fiscal 2011. The decrease was due to lower factory utilization rates and an erosion in average selling prices, partially offset by a favorable product mix toward higher margin products.
•		Operating income was $23.0 million for the second quarter of fiscal 2012 as compared to $42.4 million for the second quarter of fiscal 2011.
•		Cash flow from operations was $38.4 million for the second quarter of fiscal 2012 as compared to $61.3 million for the second quarter of fiscal 2011.
•		Inventory totaled $163.2 million at October 1, 2011, reflecting turns of 3.8 as compared to $130.9 million and turns of 5.4 at October 2, 2010.
•		During the second quarter of fiscal 2012, we repurchased 1.7 million shares of our common stock at an average price of $5.72 on the open market.

The following tables present a summary of our results of operations for the three and six months ended October 1, 2011 and October 2, 2010.

		Three Months Ended
		October 1,				% of				October 2,				% of				Increase				Percentage
(In thousands, except percentages)		2011				Revenue				2010				Revenue				(Decrease)				Change
Revenue		$	243,811				100.0	%		$	285,794				100.0	%		$	(41,983	)			(14.7)	%
Cost of goods sold			153,418				62.9				177,139				62.0				(23,721	)			(13.4	)
Gross margin			90,393				37.1				108,655				38.0				(18,262	)			(16.8	)
Research and development			36,961				15.2				35,604				12.5				1,357				3.8
Marketing and selling			15,828				6.5				15,094				5.3				734				4.9
General and administrative			14,629				6.0				14,836				5.2				(207	)			(1.4	)
Other operating (income) expense			(46	)			(0.0	)			729				0.2				(775	)			(106.3	)
Operating income		$	23,021				9.4	%		$	42,392				14.8	%			(19,371	)			(45.7	)

		Six Months Ended
		October 1,				% of				October 2,				% of				Increase				Percentage
(In thousands, except percentages)		2011				Revenue				2010				Revenue				(Decrease)				Change
Revenue		$	458,002				100.0	%		$	559,636				100.0	%		$	(101,634	)			(18.2)	%
Cost of goods sold			289,441				63.2				348,575				62.3				(59,134	)			(17.0	)
Gross margin			168,561				36.8				211,061				37.7				(42,500	)			(20.1	)
Research and development			73,545				16.1				71,705				12.8				1,840				2.6
Marketing and selling			30,854				6.7				29,462				5.3				1,392				4.7
General and administrative			26,159				5.7				25,905				4.6				254				1.0
Other operating expense			129				0.0				1,038				0.2				(909	)			(87.6	)
Operating income		$	37,874				8.3	%		$	82,951				14.8	%			(45,077	)			(54.3	)

REVENUE

Our revenue decreased during the three and six months ended October 1, 2011 as compared to the corresponding periods of fiscal 2011 primarily due to lower sales to Nokia driven by the anticipated end-of-life of transceiver products. Sales of our 3G/4G cellular components (including our new products such as our PowerSmart™ family of products, our ultra-high efficiency 3G/4G power amplifiers and our switch-based products) to customers other than Nokia partially offset the decline in transceiver product revenue for the three and six months ended October 1, 2011.

OPERATING INCOME

Operating income was $23.0 million and $37.9 million for the three and six months ended October 1, 2011, respectively, compared to operating income of $42.4 million and $83.0 million for the three and six months ended October 2, 2010. Our operating income decreased primarily due to lower sales.

Gross Margin

Our gross margin for the three and six months ended October 1, 2011 decreased as compared to the corresponding periods of fiscal 2011 due to lower factory utilization rates and an erosion in average selling prices, partially offset by a favorable product mix toward higher margin products.

Operating Expenses

Research and development expenses increased for the three and six months ended October 1, 2011 compared to the corresponding periods of fiscal 2011, primarily due to an increase in headcount and related personnel expenses resulting

from new product development for 3G/4G smartphone applications.

Marketing and selling expenses increased for the three and six months ended October 1, 2011 compared to the corresponding periods of fiscal 2011, primarily due to an increase in headcount and related personnel expenses in support of our customer diversification efforts and in support of our new 3G/4G cellular component products.

General and administrative expenses remained relatively consistent for the three and six months ended October 1, 2011 as compared to the corresponding periods of fiscal 2011.

OTHER (EXPENSE) INCOME AND INCOME TAXES

		Three Months Ended								Six Months Ended
		October 1,				October 2,				October 1,				October 2,
(In thousands)		2011				2010				2011				2010
Interest expense		$	(2,581	)		$	(4,043	)		$	(5,597	)		$	(9,529	)
Interest income			117				130				251				494
Loss on retirement of convertible subordinated notes			—				(1,646	)			(778	)			(1,646	)
Other (expense) income			(42	)			1,056				196				1,864
Income tax expense			(6,205	)			(2,493	)			(8,704	)			(10,397	)

Interest Expense

Interest expense decreased for the three and six months ended October 1, 2011 as compared to the three and six months ended October 2, 2010, primarily due to the purchase and early retirement of $157.5 million original principal amount of the 2012 Notes between the second quarter of fiscal 2011 and the first quarter of fiscal 2012.

Our interest expense included cash interest of $0.4 million and $1.0 million for the three and six months ended October 1, 2011, respectively, compared to cash interest of $0.8 million and $1.8 million for the three and six months ended October 2, 2010, respectively.

Loss on the Retirement of Convertible Subordinated Notes

In the first quarter of fiscal 2012, we purchased and retired $22.0 million original principal amount of our 2012 Notes for an average price of $105.48, which resulted in a loss of approximately $0.8 million as a result of applying ASC 470-20. In the second quarter of fiscal 2011, we purchased and retired $100.0 million original principal amount of our 2012 Notes for $97.0 million, which resulted in a loss of approximately $1.6 million as a result of applying ASC 470-20. ASC 470-20 requires us to record gains and losses on the early retirement of our 2012 Notes and our 2014 Notes in the period of derecognition, depending on whether the fair market value at the time of derecognition was greater than, or less than, the carrying value of the debt.

Other (Expense) Income

The unfavorable change in other (expense) income for the three and six months ended October 1, 2011 is primarily related to the foreign currency exchange rate impact on our Euro, Renminbi (or Yuan) and Sterling denominated accounts as the balances change and the exchange rates fluctuate in relation to the U.S. dollar.

Income Taxes

Our provision for income taxes for the reporting periods ended October 1, 2011 and October 2, 2010 has been calculated by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

Income tax expense for the three and six months ended October 1, 2011 was $6.2 million and $8.7 million, respectively, which is comprised primarily of tax expense related to domestic and international operations and a reduction in U.K. deferred tax assets due to enactment of a decrease in U.K. tax rates, offset by a tax benefit related to changes in the domestic deferred tax asset valuation allowance, and the reversal of uncertain tax position accruals related to success-based fees incurred in connection with prior business combinations. Income tax expense for the three and six months ended October 2, 2010 was $2.5 million and $10.4 million, respectively, which is comprised primarily of tax expense related to domestic and international operations offset by tax benefits related to changes in the domestic and foreign deferred tax asset valuation allowances and the expiration of the statute of limitations on uncertain tax positions assumed in prior business combinations.

The valuation allowance against net deferred tax assets has increased by $1.7 million from the $92.3 million balance as of the end of fiscal 2011. We intend to maintain a valuation allowance against the deferred tax assets for certain jurisdictions until sufficient positive evidence exists to support its full or partial reversal. The amount of the deferred tax assets actually realized could vary depending upon the amount of taxable income we are able to generate in the various taxing jurisdictions in which we have operations.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our operations to date through sales of equity and debt securities, bank borrowings, capital equipment leases and revenue from product sales. Through public and Rule 144A securities offerings, we have raised approximately $1,053.3 million, net of offering expenses. As of October 1, 2011, we had working capital of approximately $427.4 million, including $120.7 million in cash and cash equivalents, compared to working capital of approximately $411.0 million at October 2, 2010, including $133.8 million in cash and cash equivalents. As of October 1, 2011, our total cash, cash equivalents and short-term investments balance exceeded our remaining principal amount of 2012 Notes and 2014 Notes by $101.5 million.

Our total cash, cash equivalents and short-term investments were $276.6 million as of October 1, 2011. This balance includes approximately $75.9 million held by our foreign subsidiaries. If these funds held by our foreign subsidiaries are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, under our current plans, we expect to permanently reinvest these funds outside of the U.S. and do not expect to repatriate them to fund our U.S. operations.

On January 25, 2011, we announced that our Board of Directors authorized the repurchase of up to $200.0 million of our outstanding common stock, exclusive of related fees, commissions or other expenses, from time to time during a period commencing on January 28, 2011 and expiring on January 27, 2013. This share repurchase program authorizes us to repurchase shares through solicited or unsolicited transactions in the open market or in privately negotiated transactions. For the three and six months ended October 1, 2011, we repurchased on the open market approximately 1.7 million shares and 2.6 million shares, respectively, of our common stock at an average price of $5.72 and $5.80, respectively.

Cash Flows from Operating Activities

Operating activities for the six months ended October 1, 2011 generated cash of $57.5 million, compared to $113.9 million for the six months ended October 2, 2010. This year-over-year decrease was primarily attributable to decreased profitability and an increase in raw material and work in process inventory related to the expected ramp of several new products, including products that have longer lead times due to their silicon content.

Cash Flows from Investing Activities

Net cash used in investing activities for the six months ended October 1, 2011 was $23.1 million, compared to net cash provided by investing activities of $37.3 million for the six months ended October 2, 2010. This change was primarily due to lower investment activity and lower proceeds from maturities of available-for-sale securities, partially offset by increased capital expenditures related to the expansion of our manufacturing capacity during the first six months of fiscal 2012 as compared to the first six months of fiscal 2011.

Cash Flows from Financing Activities

Net cash used in financing activities was $45.2 million for the six months ended October 1, 2011, compared to $123.0 million for the six months ended October 2, 2010. During the first quarter of fiscal 2012, we purchased and retired $22.0 million original principal amount of our 2012 Notes, while during the first six months of fiscal 2011, we purchased and retired $100.0 million original principal amount of our 2012 Notes, repaid the $12.9 million balance of a “no net cost” loan and paid the remaining $10.0 million balance of our 2010 Notes, which matured on July 1, 2010.

COMMITMENTS AND CONTINGENCIES

Equipment Term Loan In the first quarter of fiscal 2012, the equipment term loan became due and the remaining balance of $3.9 million was paid with cash on hand.

Bank Loan As of October 1, 2011, the $7.2 million balance of our bank loan, which is payable in April 2012, is reflected in “current portion of long-term debt” on our condensed consolidated balance sheet.

Convertible Debt During the first quarter of fiscal 2012, we purchased and retired $22.0 million original principal amount of our 2012 Notes for an average price of $105.48, which resulted in a loss of approximately $0.8 million. As of October 1,

2011, the 2012 Notes had a fair value on the PORTAL Market of $42.4 million, compared to a carrying value of $38.9 million. As of April 2, 2011, the 2012 Notes had a fair value on the PORTAL Market of $66.1 million, compared to a carrying value of $58.3 million.

As of October 1, 2011, our 2012 Notes, which mature on April 15, 2012, are reflected in “current portion of long-term debt” on our condensed consolidated balance sheet.

As of October 1, 2011, the 2014 Notes had a fair value on the PORTAL Market of $150.4 million, compared to a carrying value of $115.4 million. As of April 2, 2011, the 2014 Notes had a fair value on the PORTAL Market of $145.0 million, compared to a carrying value of $112.0 million.

We may from time to time seek to retire or purchase additional amounts of our outstanding convertible notes through cash purchases or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and the amounts involved may be material.

Convertible Debt Obligations The following table summarizes our convertible debt obligations, including interest, as of October 1, 2011, and the effect such obligations are expected to have on our liquidity and cash flows in future periods. Other than as set forth below, there have been no material changes outside the ordinary course of business to our contractual obligations and commitments as set forth in our Annual Report on Form 10-K for the fiscal year ended April 2, 2011.

						Payments Due By Period (in thousands)
						Total				Less than												More than
		Par Value				Payments				1 year				1-3 years				3-5 years				5 years
Convertible subordinated notes due 2012		$	40,248			$	40,550			$	40,550			$	—			$	—			$	—
Convertible subordinated notes due 2014			134,901				138,948				1,349				137,599				—				—
Total convertible debt		$	175,149			$	179,498			$	41,899			$	137,599			$	—			$	—

Capital Commitments At October 1, 2011, we had short-term capital commitments of approximately $6.3 million.

Future Sources of Funding Our future capital requirements may differ materially from those currently anticipated and will depend on many factors, including, but not limited to, volume pricing concessions, capital improvements, demand for our products, technological advances and our relationships with suppliers and customers. Based on current and projected levels of cash flow from operations, we believe that we have sufficient liquidity to meet both our short-term and long-term cash requirements. However, if current economic conditions or other factors materially reduce the demand for our products, or in the event that growth is faster than we had anticipated, operating cash flows may be insufficient to meet our needs. If existing resources and cash from operations are not sufficient to meet our future requirements or if we perceive conditions to be favorable, we may seek additional debt or equity financing, additional credit facilities, enter into sale-leaseback transactions or obtain asset-based financing. We cannot be sure that any additional equity or debt financing will not be dilutive to holders of our common stock. Further, we cannot be sure that additional equity or debt financing, if required, will be available on favorable terms, if at all, particularly given the current macroeconomic conditions.

Legal We are involved in various legal proceedings and claims that have arisen in the ordinary course of our business that have not been fully adjudicated. These actions, when finally concluded and determined, will not, in the opinion of management, have a material adverse effect on our consolidated financial position or results of operations.

Taxes We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. We are subject to audits by tax authorities. While we endeavor to comply with all applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law than we do or that we will comply in all respects

with applicable tax laws, which could result in additional taxes. There can be no assurance that the outcomes from tax audits will not have an adverse effect on our results of operations in the period during which the review is conducted.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the fiscal year ended April 2, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to our market risk exposures during the second quarter of fiscal 2012. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended April 2, 2011.

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures in accordance with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In addition, there were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report and in our other reports and statements that we file with the SEC, including our quarterly reports on Form 10-Q, careful consideration should be given to the factors discussed in Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 2, 2011, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(c) Issuer Purchases of Equity Securities

On January 25, 2011, we announced that our Board of Directors had authorized the repurchase of up to $200.0 million of our outstanding common stock, exclusive of related fees, commissions or other expenses, from time to time during a period commencing on January 28, 2011 and expiring on January 27, 2013. This share repurchase program authorizes us to repurchase shares through solicited or unsolicited transactions in the open market or in privately negotiated transactions.

The following table summarizes our common stock repurchases for the fiscal quarter ended October 1, 2011:

										Total number of shares				Approximate dollar value of
		Total number of				Average price				purchased as part of				shares that may yet be
		shares				paid per				publicly announced				purchased under the plans or
Period		purchased				share				plans or programs				programs
July 3, 2011 to July 30, 2011			0			$	0.00				0			$181.8 million
July 31, 2011 to August 27, 2011			1,700,000			$	5.72				1,700,000			$172.0 million
August 28, 2011 to October 1, 2011			0			$	0.00				0			$172.0 million
Total			1,700,000			$	5.72				1,700,000			$172.0 million

ITEM 6. EXHIBITS.

31.1		Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from our Quarterly Report on Form 10-Q for the quarter ended October 1, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of October 1, 2011 and April 2, 2011; (ii) the Condensed Consolidated Statements of Income for the three and six months ended October 1, 2011 and October 2, 2010; (iii) the Consolidated Statements of Cash Flows for the six months ended October 1, 2011 and October 2, 2010; and (iv) the Notes to the Condensed Consolidated Financial Statements**

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

31.1		Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Periodic Report by William A. Priddy, Jr., as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from our Quarterly Report on Form 10-Q for the quarter ended October 1, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of October 1, 2011 and April 2, 2011; (ii) the Condensed Consolidated Statements of Income for the three and six months ended October 1, 2011 and October 2, 2010; (iii) the Consolidated Statements of Cash Flows for the six months ended October 1, 2011 and October 2, 2010; and (iv) the Notes to the Condensed Consolidated Financial Statements**

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