The Future Is in the Airwaves
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RF MICRO DEVICES, INC. REPORT ANNUAL 2013 THE AIRWAVES. THE FUTURE IS IN RF MICRO DEVICES, INC. 2013 ANNUAL REPORT www.rfmd.com www.rfmd.com Road Thorndike 7628 NC 27409-9421 Greensboro, 336.664.1233 OFFICERS AND DIRECTORS CORPORATE INFORMATION Executive officers Corporate Headquarters Robert A. Bruggeworth 7628 Thorndike Road THE FUTURE IS IN President and Chief Executive Officer Greensboro, NC 27409-9421 THE AIRWAVES. Barry D. Church Stock Transfer Agent and Registrar Vice President and Corporate Controller American Stock Transfer & Trust Company Steven E. Creviston 59 Maiden Lane Corporate Vice President and President of Cellular Products Group New York, NY 10038 www.amstock.com Norman A. Hilgendorf phone: (718) 921-8124 Corporate Vice President and toll free: (800) 937-5449 President of Multi-Market Products Group Independent Registered Public Accounting Firm William A. Priddy, Jr. Ernst & Young LLP Chief Financial Officer, 3200 Beechleaf Court, Suite 700 Corporate Vice President of Administration and Secretary Raleigh, NC 27604 Suzanne B. Rudy Vice President, Corporate Treasurer, Annual Meeting Compliance Officer and Assistant Secretary James D. Stilson The Annual Meeting of Shareholders will be held on Wednesday, Corporate Vice President of Operations August 14, 2013, at 8:00 a.m. local time, at the office of Womble Carlyle Sandridge & Rice, LLP, One Wells Fargo Center, Suite 3500, 301 South College Street, Charlotte, North Carolina. A notice of the Corporate officers meeting, proxy and proxy statement will be sent or made available on or about June 28, 2013, at which time proxies will be solicited on Gary J. Grant behalf of the Board of Directors. Corporate Vice President of Quality Assurance Alan Hallberg Corporate Vice President and Chief Marketing Officer SEC Annual Report on Form 10-K J. Forrest Moore Additional copies of our fiscal 2013 Annual Report on Form 10-K, as Chief Information Officer and filed with the Securities and Exchange Commission, including the Corporate Vice President of Information Technology financial statements and the financial statement schedules but not Hans Schwarz including the exhibits contained therein, are available without charge Corporate Vice President of Business Development upon written request, directed to: RF Micro Devices is a global leader in the design and manufacture Douglas Delieto Vice President, Investor Relations of high-performance radio frequency (RF) solutions. We provide Board of Directors Investor Relations Department 1,3†,4 RF Micro Devices, Inc. the world’s leading mobile device and communications Walter H. Wilkinson, Jr. 7628 Thorndike Road Chairman of the Board equipment manufacturers the critical RF components necessary Greensboro, NC 27409-9421 Founder and General Partner, Kitty Hawk Capital www.rfmd.com 5 to transmit and receive signals — enabling worldwide mobility, Robert A. Bruggeworth We will furnish any exhibit to our fiscal 2013 Annual Report on Form President and Chief Executive Officer, RF Micro Devices, Inc. enhanced connectivity, and advanced functionality. 10-K upon receipt of payment for our reasonable expenses in furnish- Daniel A. DiLeo 1,3,5 ing such exhibit. Former Executive Vice President, Agere Systems, Inc. RFMD competes in multiple growth markets, including Jeffery R. Gardner2†,4 Price Range of Common Stock President, Chief Executive Officer, and member of smartphones, tablets, handsets, WiFi, GaN power, and wireless the Board of Directors of Windstream Corporation Our common stock trades on the NASDAQ Global Select Market infrastructure. Our unique competitive strengths, and the daily John R. Harding1†,5 under the symbol “RFMD.” The table below sets forth the high and Co-founder, Chairman, President and low sales prices of our common stock for the quarterly periods contributions of our highly skilled and dedicated employees, Chief Executive Officer, eSilicon Corporation during the fiscal years ended March 31, 2012, and March 30, 2013 as reported by the NASDAQ Stock Market LLC. position us to expand our leadership position and capitalize Masood A. Jabbar2,5† Former Executive Vice President, Sun Microsystems, Inc. Fiscal 2013 High Low on the secular growth trends in our target markets. Casimir S. Skrzypczak2,3 First Quarter $ 4.96 $ 3.45 Former Senior Vice President, Cisco Systems Second Quarter 4.44 3.47 Third Quarter 4.89 3.50 Erik H. van der Kaay2,3,4† Former Chairman of the Board, Symmetricom Inc. Fourth Quarter 5.43 4.30 Fiscal 2012 High Low 1. Compensation Committee 2. Audit Committee 3. Governance and Nominating Committee 4. First Quarter $ 6.73 $ 5.14 Finance Committee 5. Corporate Development Committee † Committee Chairman Second Quarter 7.41 4.95 Third Quarter 7.89 4.97 Fourth Quarter 5.69 4.41 We have never declared or paid cash dividends on our common stock. Our four-year senior credit facility with Bank of America, N.A., as administrative agent and a lender, and a syndicate of other lenders, contains restrictions on our ability to pay cash dividends. We currently intend to retain our earnings for use in our business and do not anticipate paying any cash dividends in the foreseeable future. Based on information obtained from our transfer agent, we believe that the number of record holders of our common stock was 2,027 at June 12, 2013. This number does not include beneficial owners, for whom shares are held in a “nominee” or “street” name. At June 12, 2013, we believe that there were approximately 70,701 beneficial owners of our common stock. This report 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. RF Micro Devices’ business is subject to numerous risks and uncertainties, including variability in operating results, the inability of certain of our customers or suppliers to access their traditional sources of credit, our industry’s rapidly changing technology, our dependence on a few large customers for a substantial portion of our revenue, our ability to implement innovative technologies, our ability to bring new products to market and achieve design wins, the efficient and successful operation of our wafer fabrication facilities, assembly facilities and test and tape and reel facilities, our ability to adjust production capacity in a timely fashion in response to changes in demand for our products, variability in manufacturing yields, industry overcapacity and current macroeconomic conditions, inaccurate product forecasts and corresponding inventory and manufacturing costs, dependence on third parties and our ability to manage channel partners and customer relationships, our dependence on international sales and operations, our ability to attract and retain skilled personnel and develop leaders, the possibility that future acquisitions may dilute our shareholders’ ownership and cause us to incur debt and assume contingent liabilities, fluctuations in the price of our common stock, additional claims of infringement on our intellectual property portfolio, lawsuits and claims relating to our products, security breaches and other similar disruptions compromising our information and exposing us to liability and the impact of stringent environmental regulations. These and other risks and uncertainties, which are described in more detail in RF Micro Devices’ most recent Annual Report on Form 10-K and other reports and statements filed with the Securities and Exchange Commission, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements. RF MICRO DEVICES®, RFMD® and PowerSmart® are trademarks of RFMD, LLC. All other trade names, trademarks and registered trademarks are the property of their respective owners. © 2013 RF Micro Devices, Inc. FINANCIAL HIGHLIGHTS Fiscal Year 2013 2012 2011 2010 2009 (In thousands, except per share data) Total revenue $ 964,147 $ 871,352 $ 1,051,756 $ 978,393 $ 886,506 (Loss) income from operations $ (15,680) $ 24,643 $ 139,519 $ 106,406 $ (869,296) Net (loss) income $ (52,999) $ 857 $ 124,558 $ 71,019 $ (887,904) Diluted net (loss) income per share $ (0.19) $ 0.00 $ 0.44 $ 0.25 $ (3.38) Cash and cash equivalents $ 101,662 $ 135,524 $ 131,760 $ 104,778 $ 172,989 Current assets $ 516,237 $ 569,367 $ 600,159 $ 548,824 $ 517,434 Total assets $ 931,999 $ 964,584 $ 1,025,393 $ 1,014,008 $ 1,088,642 Current liabilities $ 185,714 $ 148,185 $ 134,937 $ 152,733 $ 99,344 Total liabilities $ 292,985 $ 292,253 $ 349,038 $ 483,924 $ 656,680 Shareholders’ equity $ 639,014 $ 672,331 $ 676,355 $ 530,084 $ 431,962 COMPANY OVERVIEW RF Micro Devices,