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:

• The rate of growth and development of the markets we serve;

• The risk that variability in consumer, enterprise, infrastructure and government spending resulting from negative global macroeconomic conditions could materially impact the demand for our products;

• 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;

• The risk that 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 for us;

• Our ability to integrate acquired companies, including the risk that we may not realize expected synergies from our business combinations;

• The risks associated with the reduction or elimination of our investments in our wireless systems business, including cellular transceivers and GPS solutions;

• 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;

• Our ability to execute on our plans to consolidate or relocate manufacturing operations;

• The risk that the actual amount of our non-cash impairment charges may vary from estimates;

• Our ability to attract and retain skilled personnel and develop leaders for key business units and functions;

• Dependence on third parties, including wafer foundries, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;

• Our reliance on inclusion in third party reference designs for a portion of our revenue;

• Our ability to manage channel partner and customer relationships;

• Variability in operating results;

• Variability in production yields, raw material costs and availability;

• Dependence on a limited number of customers for a substantial portion of our revenues;

• Dependence on gallium arsenide (GaAs) for the majority of our products;

• Our ability to reduce costs and improve margins in response to declining average selling prices;

• Our ability to adjust production capacity in a timely fashion in response to changes in demand for our products;

• 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;

• Currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;

• Our ability to maintain our existing material goodwill and long-lived assets, including finite-lived acquired intangible assets;

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• Our ability to obtain and enforce patents, trademarks and copyrights, maintain trade secret protection and operate our business without infringing on the proprietary rights of other parties;

• Our ability to comply with changes in environmental laws;

• Our reliance on the methods, estimates and judgments that we use in applying our critical accounting policies and estimates;

• Negative conditions in the global credit markets, which could impair the liquidity of a portion of our investment portfolio; and

• Uncertainties related to the effectiveness of our internal control over financial reporting.

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 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 financial statements and accompanying notes.

We are a global leader in the design and manufacture of high-performance radio frequency (RF) components and compound semiconductors. Our products enable worldwide mobility, provide enhanced connectivity and support advanced functionality in the cellular handset, wireless infrastructure, wireless local area network (WLAN), cable television (CATV)/broadband 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.

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 March 28, 2009.