<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

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

                    For the fiscal year ended March 31, 2002

                          Commission file number 1-5560

                             ALPHA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                                   04-2302115
       (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                    Identification No.)

     20 SYLVAN ROAD, WOBURN, MASSACHUSETTS                       01801
    (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:         (781) 935-5150

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.25 par value

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 X     No     
            ----     ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant at May 26, 2002 was approximately $510 million.

The number of shares of Common Stock outstanding at May 26, 2002 was 44,291,135.

                       DOCUMENTS INCORPORATED BY REFERENCE

                    The Exhibit Index is located on page 59.
                               Page 1 of 64 pages.



<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                     PART I


ITEM 1    BUSINESS

OVERVIEW

Alpha Industries, Inc., a Delaware corporation, manufactures and markets
proprietary radio frequency and microwave integrated circuit products and
solutions primarily for wireless communications. Our products include modules,
integrated circuits and discrete components, as well as components based on
electrical ceramic and ferrite technology. The primary applications for our
products are wireless handsets and wireless base station equipment, together
with wireless local area network, wide area network and local loop applications.

PRODUCTS AND APPLICATIONS

We offer a broad array of products, including gallium arsenide semiconductor
integrated circuit switches, controls and power amplifiers, silicon discrete
semiconductors, ceramic-based components and multi-chip modules. A typical
wireless handset contains radio frequency and baseband components. We are
focused on providing radio frequency components that convert, switch, process
and amplify the high frequency signals that carry the information to be
transmitted or received. See Note 10 of Item 7 of this Form 10-K for tabular
disclosure of selected financial data by business segment.

POWER AMPLIFIERS. Wireless communications systems require amplification to
transmit and receive signals. The power amplifier gives the radio signal the
energy to travel farther. The power efficiency of gallium arsenide semiconductor
based power amplifiers offer superior performance to silicon solutions. We have
been an innovator of gallium arsenide semiconductor based power amplifier
products. We were the first merchant semiconductor company to offer a
three-volt, high-efficiency power amplifier integrated circuit based on
pseudomorphic high electron mobility transistor process, or PHEMT, for the GSM
wireless standard operating at three different frequencies. We were also the
first merchant semiconductor company to deliver a three-volt metal semiconductor
field effect transistor, or MESFET, gallium arsenide semiconductor based power
amplifier integrated circuit. Our power amplifier business is supported by our
experience with gallium arsenide heterojunction bipolar transistor, or HBT,
gallium arsenide PHEMT and gallium arsenide MESFET semiconductor processes.

INTEGRATED CIRCUIT SWITCHES AND CONTROLS. Switching and control functions route
and adjust signal levels between the receiver and transmitter and other
processing devices. The number of switching functions increases with the design
complexity of the handset. Our gallium arsenide integrated circuit switches are
used in handsets to provide lower signal loss and better signal isolation than
comparable products. Our high-efficiency gallium arsenide switch integrated
circuits integrate logic elements, making the circuits easier for our customers
to use.

DISCRETE SEMICONDUCTORS. Discrete semiconductors, especially diodes, are used
for signal tuning and switching functions in the handset. We draw on our
microwave frequency and millimeter wave frequency experience to produce diodes
with enhanced circuit performance. We manufacture these products in high volumes
for several handset manufacturers.

MULTI-CHIP MODULES. Multi-chip modules combine semiconductor devices, such as
integrated circuits and discrete semiconductors, in a single module-based
platform. The result is an easy-to-manufacture solution that enables wireless
manufacturers to reduce design complexity and dramatically shorten their product
development cycle.


                                       2

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CERAMIC PRODUCTS. Our ceramic products play a critical role in processing
communications signals. Ceramic materials allow improved power efficiency and
miniaturization in wireless communications infrastructure. 

MARKETING AND DISTRIBUTION

We sell our products through independent manufacturers' representatives and
distribution partners and through a direct sales staff. We also distribute our
products through a global organization that is franchised throughout portions of
the world, and through two organizations that focus primarily on the North
American market. We maintain an internal marketing organization that is
responsible for developing sales and advertising literature, such as product
announcements, catalogs, brochures and magazine articles in trade and other
publications.

We believe that the technical and complex nature of our products and markets
demands an extraordinary commitment to close ongoing relationships with our
customers. We strive to maintain close contact with our customers' design,
engineering, manufacturing, purchasing and project management personnel. We
employ a team approach in developing close relationships by combining the
support of design and applications engineers, manufacturing personnel, sales and
marketing staff and senior management. We believe that maintaining close contact
with our customers improves their level of satisfaction, assists us in
anticipating their future product needs and enhances our opportunities for
design wins.

RESEARCH AND DEVELOPMENT

Our products and markets are subject to continued technological advances.
Recognizing this, we maintain a high level of research and development
activities to remain competitive in certain areas and to be an industry leader
in other areas. We maintain close collaborative relationships with many of our
customers to help identify market demands and target our development efforts to
meet those demands. We are focusing our development efforts on new products,
design tools and manufacturing processes in our semiconductor products segment
using our core technologies.

Our R&D expenditures for fiscal 2002, 2001 and 2000 were $41.6 million, $36.0
million and $25.3 million, respectively. 

RAW MATERIALS 

Raw materials for our products and manufacturing processes are generally
available from several sources. It is our policy not to depend on a sole source
of supply. However, there are limited situations where we procure certain
components and services for our products from single or limited sources. We
purchase these materials and services on a purchase order basis. We do not carry
significant inventories and have long-term supply contracts with only a limited
number of our vendors.

WORKING CAPITAL

Our business is not seasonal, and there are no special practices with respect to
working capital for us or the industry in general. We provide a limited warranty
on our products against defects in material and workmanship. Payment terms are
generally 30 days in the domestic market and 60 days in foreign markets.

CUSTOMERS 

During fiscal year 2002, one customer accounted for 31% of the Company's total
net sales. During fiscal year 2001, two customers accounted for 26% and 11%,
respectively of the Company's total sales. In fiscal 2000, one customer
accounted for 34% of the Company's total net sales. In fiscal 2002, net sales to
the Company's 15 largest customers accounted for 67% of total net sales. In
fiscal 2001 and fiscal 2000, net 


                                       3

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

sales to the Company's 15 largest customers accounted for 69% and 65%,
respectively, of total net sales. As of March 31, 2002 and April 1, 2001, one
customer accounted for approximately 25% and 16%, respectively, of the Company's
gross accounts receivable.

COMPETITIVE CONDITIONS

We compete on the basis of price, performance, quality, reliability, size,
ability to meet delivery requirements and customer service and support. However,
we experience intense competition worldwide from a number of multinational
companies that offer a variety of competitive products and broader product
lines, and which have substantially greater financial resources and production,
marketing, manufacturing, engineering and other capabilities than we do. We also
face competition from a number of smaller companies. In addition, our customers,
particularly our largest customers, may have or could acquire the capability to
develop or manufacture products competitive with those that have been or may be
developed or manufactured by us. See Note 10 of Item 7 of this Form 10-K for
tabular disclosure of selected financial data by business segment.

PATENTS AND TRADEMARKS

We own certain patents and have other patent applications under preparation or
pending. However, we believe that our technological position depends primarily
on our ability to develop new innovative products through the technical
competence of our engineering personnel.

BACKLOG

Our policy is to book only the next three months of commercial orders consistent
with customer short-term requirements. Many commercial orders cover
substantially more than three months of performance, but such orders can be
easily modified or canceled by the customer and we believe it is a better
practice to limit bookings in this manner. On this basis, we believe all orders
in our backlog to be firm. However, current market conditions make predictions
about future operations particularly difficult. While we believe all orders in
our backlog to be firm, our operating results have been materially and adversely
affected in the past by deferral and cancellation of orders as a result of
changes in customer requirements.

We have backlog of undelivered orders on March 31, 2002 of approximately $20.6
million compared with $38.7 million on April 1, 2001. 

ENVIRONMENTAL REGULATIONS

In our opinion, compliance with federal, state, and local environmental
protection regulations does not and will not have a material effect on our
capital expenditures, earnings and competitive position. 

EMPLOYEES 

As of March 31, 2002, we employed approximately 935 persons, compared with 1,120
persons as of April 1, 2001. 


I
TEM 2    PROPERTIES 

The following information describes the major facilities we own and lease as of
May 31, 2002. We believe we have adequate production capacity to meet our
current business needs.

a) We own a 158,000 square foot building in Woburn, Massachusetts. This facility
houses our primary gallium arsenide semiconductor integrated circuit fabrication
facility and our corporate headquarters. 


                                       4

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

b) We own a 125,000 square foot facility in Haverhill, Massachusetts. This
facility was purchased in September 2000 and provides additional manufacturing
and office space. Operations at this site include design engineering as well as
gallium arsenide semiconductor integrated circuit, silicon semiconductor and
multi-chip module assembly and testing.

c) We lease a 27,000 square foot building in Sunnyvale, California. This
facility was acquired in April 2000 and houses our second gallium arsenide
semiconductor integrated circuit fabrication facility. This facility is leased
through October 1, 2007.

d) We own a 92,000 square foot facility in Adamstown, Maryland. This facility is
occupied by a subsidiary, and is our primary electrical ceramic product
manufacturing facility. 

e) We lease a 33,000 square foot facility in Frederick, Maryland. This building
is used to manufacture ceramic components, in including filters. This facility
is leased through January 31, 2003. 

We also maintain design centers Fremont, California and near Chicago, Illinois
and regional sales support offices in England and Hong Kong.


ITEM 3    LEGAL PROCEEDINGS

From time to time various lawsuits, claims and proceedings have been, and may in
the future be, instituted or asserted against Alpha, including those pertaining
to patent infringement, intellectual property, environmental, product liability,
safety and health, employment and contractual matters. The outcome of litigation
cannot be predicted with certainty and some lawsuits, claims or proceedings may
be disposed of unfavorably to Alpha. Intellectual property disputes often have a
risk of injunctive relief which, if imposed against Alpha, could materially and
adversely affect the financial condition or results of operations of Alpha.

The Company and its subsidiary, Skyworks Solutions, Inc., are presently engaged
in a lawsuit filed June 6, 2002 in the United States District Court for the
Central District of California, Southern Division, by Skyworks Technologies,
Inc., alleging trademark infringement and related claims, and seeking that
Skyworks Solutions, Inc. and the Company cease use of the "Skyworks" name, and
related relief and damages. The Company and its subsidiary, Skyworks Solutions,
Inc. expect to file an answer to the plaintiff's complaint. We believe that this
claim is without merit and intend to vigorously defend this action.


ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fiscal
quarter ended March 31, 2002.


                                       5

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                     PART II


ITEM 5    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS

In April 2000, we issued an aggregate 2.67 million shares of common stock to all
shareholders of NDI in exchange for all outstanding shares of NDI, pursuant to
an exemption from registration under Section 3 (a) (10) of the Securities Act of
1933, as amended.

Our common stock is traded on the NASDAQ National Market under the symbol AHAA.
The number of stockholders of record as of May 31, 2002 was approximately 930.

We have not paid cash dividends on our common stock since fiscal 1986, and we do
not anticipate paying cash dividends in the foreseeable future. Our current
practice is to retain all of our earnings to finance future growth.

The following table sets forth high and low market prices for our common stock
for the periods indicated.


<TABLE>
<CAPTION>
                                            HIGH      LOW
------------------------------------------------------------
<S>                                        <C>       <C>   
FISCAL YEAR ENDED MARCH 31, 2002:
    First quarter.......................   $29.70    $13.56
    Second quarter......................    40.36     18.72
    Third quarter.......................    30.05     16.55
    Fourth quarter......................    22.92     15.25

FISCAL YEAR ENDED APRIL 1, 2001:
    First quarter.......................   $63.88    $35.00
    Second quarter......................    50.44     32.00
    Third quarter.......................    54.00     24.75
    Fourth quarter......................    35.94     13.94
------------------------------------------------------------
</TABLE>



                                       6

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

The following table sets forth information as of March 31, 2002 with respect to
our compensation plans under which equity securities of Alpha Industries, Inc.
are authorized for issuance:

                      EQUITY COMPENSATION PLAN INFORMATION


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
           PLAN CATEGORY                 NUMBER OF       WEIGHTED AVERAGE         NUMBER OF
                                       SECURITIES TO     EXERCISE PRICE OF       SECURITIES
                                       BE ISSUED UPON       OUTSTANDING           REMAINING
                                        EXERCISE OF      OPTIONS, WARRANTS      AVAILABLE FOR
                                        OUTSTANDING         AND RIGHTS         FUTURE ISSUANCE
                                          OPTIONS,
                                        WARRANTS AND
                                           RIGHTS
----------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                 <C>
EQUITY COMPENSATION PLANS APPROVED
BY SECURITY HOLDERS:
----------------------------------------------------------------------------------------------
The 1986 Long-term Incentive Plan           111,554            $2.87                   --
----------------------------------------------------------------------------------------------
The 1996 Long-term Incentive Plan         1,709,617           $13.54              583,072
----------------------------------------------------------------------------------------------
The 1994 Non-Qualified Stock Option          90,000           $26.43                9,000
Plan
----------------------------------------------------------------------------------------------
The 1997 Non-Qualified Stock Option         174,000           $12.90                   --
Plan
----------------------------------------------------------------------------------------------
The Directors' 2001 Stock Option            105,000           $25.82              145,000
Plan
----------------------------------------------------------------------------------------------
The Employee Stock Purchase Plan                 --               --              174,303
----------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS:
----------------------------------------------------------------------------------------------
The 1999 Long-term Incentive Plan         4,412,988           $24.71            2,962,932
----------------------------------------------------------------------------------------------
Total                                     6,603,159           $21.18            3,700,004
----------------------------------------------------------------------------------------------
</TABLE>



The purposes of the Alpha Industries, Inc. 1999 Employee Long-term Incentive
Plan are (i) to provide long-term incentives and rewards to those employees of
Alpha Industries, Inc. (the "Corporation") and its subsidiaries (if any), other
than officers and non-employee Directors of the Corporation, who are in a
position to contribute to the long-term success and growth of the Corporation
and its subsidiaries, (ii) to assist the Corporation in retaining and attracting
employees with requisite experience and ability, and (iii) to associate more
closely the interests of such employees with those of the Corporation's
stockholders. See Note 6 of Item 7 of this Form 10-K for a description of the 
material features of this plan.


                                       7

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


ITEM 6   SELECTED FINANCIAL DATA

You should read the data set forth below in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes
appearing elsewhere in this Annual Report on Form 10-K. The selected
consolidated financial data set forth below as of March 31, 2002 and April 1,
2001 and for the fiscal years ended March 31, 2002, April 1, 2001 and April 2,
2000 has been derived from our audited consolidated financial statements and are
included elsewhere in this Annual Report on Form 10-K. The selected consolidated
financial data set forth below as of April 2, 2000, March 28, 1999 and March 29,
1998 and for the years ended March 28, 1999 and March 29, 1998 has been derived
from our consolidated financial statements that are not included in this Annual
Report on Form 10-K. 

On April 24, 2000, we completed our acquisition of privately-held NDI. The
acquisition has been accounted for as a pooling-of-interests and accordingly,
all prior period consolidated financial data set forth below has been restated
to include the combined results of operations, financial position and cash flows
of NDI.


<TABLE>
<CAPTION>
                                                                         FISCAL YEAR
                                                      2002       2001        2000       1999       1998
==========================================================================================================
(In thousands, except per share amounts
 and financial ratios)

<S>                                                <C>         <C>         <C>        <C>        <C>     
RESULTS OF OPERATIONS
    Sales........................................  $ 126,502   $ 271,568   $186,402   $126,413   $116,881
    Net (loss) income............................    (18,286)     33,373     17,982     19,263     10,161
    Per share data:
      Net (loss) income basic....................  $   (0.42)  $    0.78   $   0.44   $   0.56   $   0.31
      Net (loss) income diluted..................  $   (0.42)  $    0.75   $   0.42   $   0.54   $   0.30
      Weighted average common shares basic.......     44,010      43,029     40,659     34,314     33,268
      Weighted average common shares diluted.....     44,010      44,752     42,822     35,406     34,088

FINANCIAL RATIOS:
    Return (based on net (loss) income):
      On sales...................................      -14.5%       12.3%       9.6%      15.2%       8.7%
      On average assets..........................       -5.6%       10.8%       9.0%      18.1%      12.4%
      On average equity..........................       -6.2%       12.3%      10.7%      23.3%      16.7%
    Current ratio................................       7.32        6.94       6.15       3.45       3.24
    Long-term debt to equity.....................       0.04%        0.1%       0.1%       0.8%       2.3%

FINANCIAL POSITION
    Working capital..............................  $ 136,323   $ 188,288   $170,357   $ 51,154   $ 38,620
    Additions to property, plant and equipment...     40,994      54,748     39,660     20,793     13,037
    Total assets.................................    316,119     337,019    281,024    120,683     92,524
    Long-term debt, less current installments....        106         235        345        713      1,625
    Stockholders' equity.........................    292,162     299,178    242,093     94,252     71,287

OTHER STATISTICS
    New orders (net of cancellations)............    108,300     254,600    203,500    126,500    121,100
    Backlog at year end..........................  $  20,600   $  38,700   $ 55,700   $ 36,900   $ 36,800
----------------------------------------------------------------------------------------------------------
</TABLE>



                                       8

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW 

We design, develop, manufacture and market proprietary radio frequency,
microwave frequency and millimeter wave frequency integrated circuits, discrete
semiconductors and integrated modules for the wireless and broadband
communications markets. We also design, develop, manufacture and market
proprietary technical ceramic and magnetic products for the wireless
infrastructure and broadband markets. A description of the reportable segments
follows:

The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets. This
segment represented 81% of our total sales in fiscal 2002.

The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products primarily for the global wireless infrastructure and broadband
markets. This segment represented 19% of our total sales in fiscal 2002.

Our customers include leading OEMs in the wireless and broadband communications
industry and their principal suppliers. During fiscal 2002, sales to our 15
largest customers accounted for 67% of our total sales. During that period,
sales to Motorola accounted for 31% of total sales.

On April 24, 2000, we completed our acquisition of privately-held Network
Device, Inc. (NDI) of Sunnyvale, California. Approximately 2.67 million shares
of common stock of the Company were exchanged for all outstanding shares of NDI.
Approximately 185,000 shares of Company stock were reserved for the conversion
of NDI stock options into Company options. The acquisition has been accounted
for as a pooling-of-interests and accordingly, all prior period consolidated
financial statements and related notes to the consolidated financial statements
have been restated to include the combined results of operations, financial
position and cash flows of NDI. 

On December 16, 2001, the Company, Conexant Systems, Inc. (Conexant) and
Washington Sub, Inc. (Washington), a wholly owned subsidiary of Conexant,
entered into a definitive agreement providing for the combination of Conexant's
wireless business with the Company. Under the terms of the agreement, Conexant
would spin off its wireless business, including its gallium arsenide wafer
fabrication facility located in Newbury Park, California, but excluding certain
assets and liabilities, to be followed immediately by a merger of this wireless
business into the Company with the Company as the surviving company in the
merger. This merger was completed on June 25, 2002.  Following the merger, the
Company changed its corporate name to Skyworks Solutions, Inc.

Immediately after the merger, the Company had approximately 140 million fully
diluted shares outstanding, with current shareholders of the Company owning
approximately 33 percent and current shareholders of Conexant owning
approximately 67 percent of the Company's outstanding shares on a fully diluted
basis.

The merger is to be accounted for as a reverse acquisition whereby Washington is
treated as the acquirer and Alpha as the acquiree primarily because Conexant
shareholders owned a majority of the combined company upon completion of the
merger. Under a reverse acquisition, the purchase price of Alpha is based upon
the fair market value of Alpha common stock for a reasonable period of time
before and after the announcement date of the merger and the fair value of Alpha
stock options.  The purchase price of Alpha will be allocated to the assets
acquired and liabilities assumed by Washington, as the acquiring company for
accounting purposes, based upon their estimated fair market value at the
acquisition date.  The historical carrying value of the assets, liabilities and
stockholders' equity included in these financial statements may be revised
significantly as a result of the merger transaction. Information regarding these
changes is not available at this time.

Immediately following completion of the merger, the Company purchased Conexant's
semiconductor assembly, module manufacturing and test facility located in
Mexicali, Mexico, and certain related operations (the Mexicali operations) for
$150 million.  This purchase price was paid with short-term promissory notes
delivered by the Company to Conexant, which are secured by all of the assets of
the Company.  Unless paid earlier at the option of the Company or pursuant to
mandatory prepayment provisions in the financing agreement, fifty percent of the
principal portion of the short-term promissory notes is due on March 24, 2003,
and the remaining fifty percent of the notes is due on June 24, 2003.


                                       9

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

In addition, the combined company has incurred expenses and has assumed
obligations as a result of this merger.  The Company estimates that these
expenses and obligations will require cash of approximately $80 million to $90
million and the issuance of a warrant to purchase approximately one million
shares of the Company's common stock.  These amounts are primarily associated
with transaction and merger costs, deposits, and restructuring costs.  The
combined company will recognize a charge related to these expenses and
obligations of approximately $20 to $30 million in the quarter ended June 28,
2002.  These amounts represent the current estimates of management based on the
information available at this time and are subject to change.

In addition to the short-term promissory notes related to the Company's purchase
of the Mexicali operations, Conexant committed to make a short-term $100 million
revolving loan facility available to the Company to fund the Company's working
capital and other requirements.  $75 million of this facility will be available
on or after July 10, 2002, and the remaining $25 million balance of the
revolving facility will be available if the Company has more than $150 million
of eligible domestic receivables.  The entire principal of any revolving amounts
borrowed is due on June 24, 2003.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

General

Management's discussion and analysis of Alpha's financial condition and results
of operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires Alpha to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, the
Company evaluates its estimates, including those related to bad debts,
inventories, income taxes, restructuring charges, and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements (SAB 101), as amended by
SAB 101A and 101B. SAB 101 requires that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred or services rendered; (3) the price to the buyer is fixed
and determinable; and (4) collectibility is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the price to the buyer charged for products delivered and services
rendered and collectibility of the sales price. The Company's shipping terms are
customarily FOB shipping point. Provisions for product returns and allowances
are recorded in the same period as the related revenue. The Company analyzes
historical returns, current economic trends and changes in customer demand and
acceptance of products when evaluating the adequacy of the sales returns and
other allowances.


                                       10

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

Bad Debt

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make future payments, additional allowances
may be required.

Inventories

The Company provides for estimated obsolescence or unmarketable inventory based
upon assumptions about future demand and market conditions. If actual demand and
market conditions are less favorable than those projected by management,
additional inventory write downs may be required.

Valuation of Deferred Income Taxes

The carrying value of the Company's net deferred tax assets assumes that the
Company will be able to generate sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions. If these estimates and
related assumptions change in the future, the Company may be required to record
additional valuation allowances against its deferred tax assets resulting in
additional income tax expense in the Company's consolidated statement of
operations. Management evaluates the realizability of the deferred tax assets
and assesses the adequacy of the valuation allowance quarterly. Likewise, in the
event that the Company was to determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax assets would increase income in the period such
determination was made.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of:

The Company accounts for impairment of long-lived assets in accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." This statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to undiscounted future net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell. This Statement has not had a material impact on the Company's 
financial position, results of operations, or liquidity.


                                       11

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The following table shows our statement of operations data expressed as a
percentage of sales for the periods indicated:


<TABLE>
<CAPTION>
                                                       YEARS ENDED
                                          ---------------------------------
                                          MARCH 31,   APRIL 1,     APRIL 2,
                                            2002        2001         2000
                                          ---------   --------     --------
<S>                                        <C>          <C>         <C>   
Net sales...............................   100.0%       100.0%      100.0%
Cost of sales...........................    70.8         55.8        56.6
                                          ------       ------       -----
Gross margin............................    29.2         44.2        43.4
Research and development expenses.......    32.9         13.3        13.6
Selling and administrative expenses.....    22.2         15.9        18.3
                                          ------       ------       -----
Operating (loss) income.................   (25.9)        15.0        11.5
Other income, net.......................     4.4          3.2         3.1
                                          ------       ------       -----
(Loss) income before income taxes.......   (21.6)        18.1        14.6
(Benefit) provision for income taxes....    (7.1)         5.9         5.0
                                          ------       ------       -----
Net (loss) income.......................   (14.5)%       12.3%        9.6%
                                          ======       ======       =====
</TABLE>


FISCAL YEARS ENDED MARCH 31, 2002, APRIL 1, 2001 AND APRIL 2, 2000

Net sales. Net sales decreased 53.4% to $126.5 million in fiscal 2002 from
$271.6 million in fiscal 2001. The decline in net sales is attributable to the
downturn in the wireless handset, wireless infrastructure and broadband markets.
This downturn had a significant effect on both of our business segments:
Semiconductor Products and Ceramic Products during fiscal 2002. Net sales
increased 45.7% to $271.6 million in fiscal 2001 from $186.4 million in fiscal
2000. The increase was principally the result of high growth experienced by our
Semiconductor and Ceramic Products segments during the first nine months of
fiscal 2001 as demand for wireless and broadband products increased during this
period. During the fourth quarter of fiscal 2001, a downturn in the wireless and
broadband markets resulted in lower quarterly sales, reducing the overall
increase in net sales during fiscal 2001 when compared to fiscal 2000.
Deliveries to Motorola represented 31.1% of our total net sales in fiscal 2002
compared to 26.0% in fiscal 2001 and 34.1% in fiscal 2000. Deliveries to
Ericsson represented less than 10% of our total net sales in fiscal 2002 and
fiscal 2000. During fiscal 2001, Ericsson represented 11.3% of our total net
sales.

Gross Profit. Gross profit decreased 69.2% to $36.9 million in fiscal 2002 from
$119.9 million in fiscal 2001. Gross margin decreased to 29.2% from 44.2% in
fiscal 2001. This decline is primarily the result of the decrease in net sales
and the resulting underutilization of manufacturing capacity. Gross profit
increased 48.4% to $119.9 million in fiscal 2001 from $80.8 million in fiscal
2000. Gross margin increased to 44.2% in fiscal 2001 from 43.4% in fiscal 2000.
These increases were primarily attributable to our continued ability to leverage
capacity and improve operating efficiencies in both our Semiconductor and
Ceramic Products segments during the first nine months of fiscal 2001, offset by
the effect of high fixed costs on lower sales experienced in the fourth quarter
of fiscal 2001.

Research and Development Expenses. Research and development expenses increased
15.4% to $41.6 million or 32.9% of net sales in fiscal 2002 from $36.0 million
or 13.3% of net sales in fiscal 2001. Included in the $41.6 million is
approximately $2.5 million related to the write-off of in-process research and
development and amortization of intangible assets associated with our March 2002
purchase of Aimta, Inc., a developer of Low Temperature Co-fired Ceramics (LTCC)
for wireless handsets. Excluding this charge, research and development expenses
for fiscal 2002 would have totaled $39.1 million or 30.9% of net sales, an
increase of 8.5% compared to fiscal 2001. The increase in research and
development expenses is the result of our commitment to design new products and
processes and address new opportunities to meet our customers' demands. This
sustained effort to meet our customers' changing product requirements is
highlighted by our focus on the migration from individual chips to integrated
radio frequency module solutions. Research and 

                                       12

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

development expenses increased 42.2% to $36.0 million or 13.3% of net sales in
fiscal 2001 from $25.3 million or 13.6% of net sales in fiscal 2000. The
increase in research and development expenses was primarily attributable to our
ongoing development of processes and applications within our Semiconductor
Products segment in order to address our targeted markets: wireless and
broadband.

In-Process Research and Development. The following table summarizes the
significant assumptions underlying the valuation of in-process research and
development for the Aimta, Inc. acquisition:


<TABLE>
<CAPTION>
                         IPR&D      ESTIMATED COST TO     DISCOUNT
       FISCAL 2002:      CHARGE    COMPLETE TECHNOLOGY      RATE
       ------------      ------    -------------------    --------
                                      (in thousands)
<S>                      <C>               <C>              <C>
       Aimta, Inc......  $2,500            $100             40%

</TABLE>


The amount charged to in-process research and development related to one project
and represents the estimated fair value based upon risk-adjusted cash flows
related to the incomplete project. This project was approximately 80% complete
as of the date of acquisition. As of the date of the acquisition, the
development of this project had not reached technological feasibility and the
research and development in progress had no alternative future use. Accordingly,
this cost was expensed at the acquisition date.

Selling and Administrative Expenses. Selling and administrative expenses
decreased 34.9% to $28.1 million or 22.2% of net sales in fiscal 2002 from $43.3
million or 15.9% of net sales in fiscal 2001. Included in the $28.1 million is
approximately $4.1 million in expenses related to the merger with the wireless
business of Conexant, Inc. Excluding these merger-related expenses, selling and
administrative expenses for fiscal 2002 would have totaled $24.0 million or
19.0% of net sales. The decline in selling and administrative expenses was
primarily attributable to a reduction in workforce, reduced discretionary
spending and a reduction in sales commission expenses. Approximately, 30% of the
decrease was attributable to a reduction in workforce and a reduction in sales
commission expenses, respectively. The remaining 40% decrease was attributable
to an overall reduction in discretionary spending. Selling and administrative
expenses increased 26.8% to $43.3 million or 15.9% of net sales in fiscal 2001
from $34.1 million or 18.3% of net sales in fiscal 2000. Included in the $43.3
million is approximately $1.8 million in one-time transaction costs associated
with the acquisition of NDI on April 24, 2000. Excluding these one-time costs,
selling and administrative expenses for fiscal 2001 would have totaled $41.5
million or 15.3% of net sales, an increase of 21.6% compared to fiscal 2000. The
increase in selling and administrative expenses was primarily attributable to
increased direct selling costs resulting from higher sales volumes, as well as
increased costs related to training and recruiting employees. Due to our
continued ability to support our sales growth without incurring substantial
additional costs, selling and administrative expenses as a percentage of sales
declined in fiscal 2001 when compared to fiscal 2000.

Other Income, Net. Other income, net, decreased 35.8% to $5.5 million or 4.4% of
net sales in fiscal 2002 from $8.6 million or 3.2% of net sales in fiscal 2001.
The decrease was primarily attributable to a decline in interest income as a
result of lower interest rates and lower average levels of cash, cash
equivalents and short-term investments. Other income, net, increased 47.1% to
$8.6 million or 3.2% of net sales in fiscal 2001 from $5.9 million or 3.1% of
sales in fiscal 2000. The increase in other income, net, was primarily
attributable to an increase in interest income as a result of higher average
levels of cash, cash equivalents and short-term investments.

(Benefit) Provision for Income Taxes. The benefit for income taxes in fiscal
2002 was $9.0 million compared to a provision for income taxes of $15.9 million
in fiscal 2001. The fiscal 2002 benefit reflects a tax rate of approximately 33%
compared to a tax rate of 32% in fiscal 2001. The increase in the fiscal 2002
tax rate is primarily due to a decrease in the utilization of research and
development tax credits during fiscal 2002. The provision for income taxes in
fiscal 2001 was $15.9 million compared to $9.3 million in fiscal 2000. The
fiscal 2001 provision reflects a tax rate of approximately 32% compared to a tax
rate of 34% in fiscal 2000. 


                                       13

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

The decrease in the fiscal 2001 tax rate is primarily the result of research and
development tax credits utilized in fiscal 2001.

BUSINESS SEGMENTS

The table below displays sales and operating income by business segment for
fiscal 2002, 2001 and 2000. See Note 10 to the consolidated financial
statements. Merger-related expenses, which are not related to a specific
business segment, are illustrated separately below.


<TABLE>
<CAPTION>
                                            YEARS ENDED
                              MARCH 31,      APRIL 1,       APRIL 2,
                                2002           2001          2000
                              ---------    ------------     --------
                                          (in thousands)
<S>                           <C>             <C>           <C>     
NET SALES
---------
Semiconductor Products......  $ 102,233       $224,560      $150,348
Ceramic Products............     24,269         47,008        36,054
                              ---------       --------      --------
                              $ 126,502       $271,568      $186,402
                              =========       ========      ========
OPERATING (LOSS) INCOME
-----------------------
Semiconductor Products......  $ (28,122)      $ 35,282      $ 16,761
Ceramic Products............       (556)         7,164         4,632
Merger-related expenses.....     (4,146)        (1,786)          --
                              ---------       --------      --------
                              $ (32,824)      $ 40,660      $ 21,393
                              =========       ========      ========
</TABLE>


Semiconductor Products. Net sales for the Semiconductor Products segment
decreased 54.5% to $102.2 million in fiscal 2002 from $224.6 million in fiscal
2001. The decrease was primarily attributable to a downturn in both of our
targeted markets, wireless communications and broadband. Net sales for the
Semiconductor Products segment increased 49.4% to $224.6 million in fiscal 2001
from $150.3 million in fiscal 2000. The increase was primarily attributable to
increased demand and penetration into our two targeted markets, wireless
communications and broadband during the first nine months of fiscal 2001. During
the fourth quarter of fiscal 2001, a downturn in the wireless and broadband
markets resulted in lower quarterly sales, reducing the overall increase in
sales during fiscal 2001.

Operating (loss) income for the Semiconductor Products segment decreased to an
operating loss of $28.1 million in fiscal 2002 compared to operating income of
$35.3 million in fiscal 2001. The decline was primarily the result of lower
revenue, underutilization of capacity and the continued investment in research
and development during fiscal 2002. Operating income for the Semiconductor
Products segment increased 99.8% to $35.3 million in fiscal 2001 from $16.8
million in fiscal 2000. The increase was primarily attributable to increased
sales and improved operating efficiencies as this segment continued to leverage
capacity, improve yields and control selling and administrative costs.

Ceramic Products. Net sales for the Ceramic Products segment decreased 48.4% to
$24.3 million in fiscal 2002 from $47.0 million in fiscal 2001. The decline was
primarily attributable to a downturn in the wireless infrastructure and
broadband markets. Sales for the Ceramic Products segment increased 30.4% to
$47.0 million in fiscal 2001 from $36.1 million in fiscal 2000. The increase was
primarily due to growth in demand and increased penetration in the wireless
infrastructure and broadband markets for the first nine months of fiscal 2001.
During the fourth quarter of fiscal 2001, a downturn in the wireless and
broadband markets resulted in lower quarterly sales, reducing the overall
increase in sales during fiscal 2001.

Operating (loss) income for the Ceramic Products segment decreased to an
operating loss of $556,000 in fiscal 2002 compared to operating income of $7.2
million in fiscal 2001. The decline was primarily the result of lower revenue
levels in fiscal 2002 when compared to fiscal 2001. Operating income for the
Ceramic Products segment increased 54.7% to $7.2 million in fiscal 2001 from
$4.6 million in fiscal 2000. 


                                       14

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

The increase in operating income was primarily the result of increased sales and
improved operating efficiencies, including the leveraging of existing capacity
and the investment in more cost-effective equipment.

Merger-Related Expenses

During fiscal 2002, we incurred approximately $4.1 million, of which $2.1
million was incurred during the quarter ended March 31, 2002, in merger-related
expenses associated with our merger with Conexant's wireless business. During
fiscal 2001, we incurred approximately $1.8 million in expenses associated with
our acquisition of NDI, which was completed on April 24, 2000. 

LIQUIDITY AND CAPITAL RESOURCES 

As of March 31, 2002, we had working capital of $136.3 million, including $114.1
million in cash, cash equivalents and short-term investments. Annualized
inventory turns decreased to 7.3 in fiscal 2002 compared to 9.7 in fiscal 2001.
Additionally, days sales outstanding included in accounts receivable for fiscal
2002 increased to 71 days compared to 50 days in fiscal 2002. We continued to
manage our working capital during the downturn in the wireless communications
and broadband markets. We reduced inventory levels and managed our investment in
capital expenditures, while maintaining our commitment to investment in research
and development and maintaining our manufacturing capability.

Capital expenditures during fiscal 2002 totaled $41.0 million. Of the $41.0
million, approximately $38.5 million related to the Semiconductor Products
segment as we continued our investment in major capital initiatives in the
semiconductor gallium arsenide (GaAs) wafer fabrication operation and the
integrated circuit (IC) and discrete semiconductor assembly and test areas. We
are creating a GaAs IC production line that will allow the manufacture of
product on six-inch wafers. As of March 31, 2002, we have spent approximately
$27 million on this production line and we expect to complete this project
within six months at an estimated cost of $30 million. Once this new six-inch
production line is put into service, we plan to convert our existing four-inch
wafer production areas to six-inch, as future demand requires. Improvements in
manufacturing capabilities at our ceramics facilities accounted for
approximately $2.5 million.

Following is a summary of consolidated debt and lease obligation at March 31,
2002 (see Notes 4 and 8 of the consolidated financial statements), in thousands:


<TABLE>
<CAPTION>
OBLIGATION                                   TOTAL    1-3 YEARS   4-5 YEARS  THEREAFTER
----------                                   -----    ---------   ---------  ----------
<S>                                          <C>        <C>        <C>         <C> 
Debt                                         $  235     $  235     $   --      $ --
Operating leases                              5,419      3,406      1,528       485
                                             ------     ------     ------      ----
Total debt and operating lease obligations   $5,654     $3,641     $1,528      $485
                                             ======     ======     ======      ====
</TABLE>


On April 24, 2000, we announced the completion of our acquisition of
privately-held Network Device, Inc. based in Sunnyvale, California.
Approximately 2.67 million shares of common stock of the Company were exchanged
for all outstanding shares of NDI. Approximately 185,000 shares of Company stock
were reserved for the conversion of NDI stock options into Company options. The
acquisition has been accounted for as a pooling-of-interests. 

On December 16, 2001, the Company, Conexant Systems, Inc. (Conexant) and
Washington Sub, Inc. (Washington), a wholly owned subsidiary of Conexant,
entered into a definitive agreement providing for the combination of Conexant's
wireless business with the Company. Under the terms of the agreement, Conexant
would spin off its wireless business, including its gallium arsenide wafer
fabrication facility located in Newbury Park, California, but excluding certain
assets and liabilities, to be followed immediately by a merger of this wireless
business into the Company with the Company as the surviving company in the
merger. This merger was completed on June 25, 2002. Following the merger, the
Company changed its corporate name to Skyworks Solutions, Inc.

Immediately after the merger, the Company had approximately 140 million fully
diluted shares outstanding, with current shareholders of the Company owning
approximately 33


                                       15

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

percent and current shareholders of Conexant owning approximately 67 percent of
the Company's outstanding shares on a fully diluted basis.

The merger is to be accounted for as a reverse acquisition whereby Washington is
treated as the acquirer and Alpha as the acquiree primarily because Conexant
shareholders owned a majority of the combined company upon completion of the
merger.  Under a reverse acquisition, the purchase price of Alpha is based upon
the fair market value of Alpha common stock for a reasonable period of time
before and after the announcement date of the merger and the fair value of Alpha
stock options.  The purchase price of Alpha will be allocated to the assets
acquired and liabilities assumed by Washington, as the acquiring company for
accounting purposes, based upon their estimated fair market value at the
acquisition date.  The historical carrying value of the assets, liabilities and
stockholders' equity included in these financial statements may be revised
significantly as a result of the merger transaction. Information regarding these
changes is not available at this time.

Immediately following completion of the merger, the Company purchased Conexant's
semiconductor assembly, module manufacturing and test facility located in
Mexicali, Mexico, and certain related operations (the Mexicali operations) for
$150 million.  This purchase price was paid with short-term promissory notes
delivered by the Company to Conexant, which are secured by all of the assets of
the Company.  Unless paid earlier at the option of the Company or pursuant to
mandatory prepayment provisions in the financing agreement, fifty percent of the
principal portion of the short-term promissory notes is due on March 24, 2003,
and the remaining fifty percent of the notes is due on June 24, 2003.

In addition, the combined company has incurred expenses and has assumed
obligations as a result of this merger.  The Company estimates that these
expenses and obligations will require cash of approximately $80 million to $90
million and the issuance of a warrant to purchase approximately one million
shares of the Company's common stock.  These amounts are primarily associated
with transaction and merger costs, deposits, and restructuring costs.  The
combined company will recognize a charge related to these expenses and
obligations of approximately $20 to $30 million in the quarter ended June 28,
2002.  These amounts represent the current estimates of management based on the
information available at this time and are subject to change.

In addition to the short-term promissory notes related to the Company's purchase
of the Mexicali operations, Conexant committed to make a short-term $100 million
revolving loan facility available to the Company to fund the Company's working
capital and other requirements.  $75 million of this facility will be available
on or after July 10, 2002, and the remaining $25 million balance of the
revolving facility will be available if the Company has more than $150 million
of eligible domestic receivables.  The entire principal of any revolving amounts
borrowed is due on June 24, 2003.

OTHER MATTERS

Inflation did not have a significant impact upon our results of operations
during the three-year period ended March 31, 2002.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statements
No. 141, "Business Combinations" (SFAS 141), and No. 142, "Goodwill and Other
Intangibles" (SFAS 142). SFAS 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interest method of accounting
for business combinations. SFAS 141 also requires that the Company recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. SFAS 141 applies to all business combinations initiated
after June 30, 2001 and for purchase business combinations completed on or after
July 1, 2001. The Company has adopted the provisions of SFAS 141.

Statement of Financial Accounting Standards No. 144,"Accounting for the
Impairment or Disposal of Long-Lived Assets"("SFAS 144"), issued in October
2001, addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS 144, which applied to all entities, is
effective for fiscal 


                                       16

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

years beginning after December 15, 2001. The Company does not expect the
implementation of SFAS 144 to have a material impact on its financial condition
or results of operations.

FORWARD-LOOKING STATEMENTS

This report and other documents we have filed with the Securities and Exchange
Commission contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Some of the
forward-looking statements can be identified by the use of forward-looking terms
such as "believes", "expects", "may", "will", "should", "could", "seek",
"intends", "plans", "estimates", "anticipates" or other comparable terms.
Forward-looking statements involve inherent risks and uncertainties. A number of
important factors could cause actual results to differ materially from those in
the forward-looking statements. We urge you to consider the risks and
uncertainties discussed below and elsewhere in this report and in the other
documents filed with the SEC in evaluating our forward-looking statements. We
have no plans to update our forward-looking statements to reflect events or
circumstances after the date of this report. 

WE HAVE RECENTLY INCURRED SUBSTANTIAL OPERATING LOSSES AND ANTICIPATE FUTURE
LOSSES. During fiscal 2002, our operating results were adversely affected by a
global economic slowdown and an abrupt decline in demand for many of the
end-user products that incorporate wireless communications semiconductor
products and system solutions. As a result, we incurred a net loss of
approximately $18.3 million during fiscal 2002.

During fiscal 2002, we implemented a number of expense reduction initiatives,
including a work force reduction, a modification of employee work schedules and
reduced discretionary spending. We expect that reduced end-customer demand,
underutilization of our manufacturing capacity, changes in our revenue mix and
other factors will continue to adversely affect our operating results in the
near term. In order to return to profitability, we must achieve substantial
revenue growth and we will face an environment of uncertain demand in the
markets for our products. We cannot assure you as to whether or when we will
return to profitability or whether we will be able to sustain such
profitability, if achieved.

WE OPERATE IN THE HIGHLY CYCLICAL WIRELESS COMMUNICATIONS SEMICONDUCTOR
INDUSTRY, WHICH IS SUBJECT TO SIGNIFICANT DOWNTURNS. The wireless communications
semiconductor industry is highly cyclical and is characterized by constant and
rapid technological change, rapid product obsolescence and price erosion,
evolving technical standards, short product life cycles and wide fluctuations in
product supply and demand. From time to time these and other factors, together
with changes in general economic conditions, cause significant upturns and
downturns in the industry. Periods of industry downturns -- as we experienced
through most of calendar year 2001 -- have been characterized by diminished
product demand, production overcapacity, high inventory levels and accelerated
erosion of average selling prices. These factors, and in particular the level of
demand for digital cellular handsets, may cause substantial fluctuations in our
revenues and results of operations. We have experienced these cyclical
fluctuations in our business and may experience cyclical fluctuations in the
future.

During the late 1990's and extending into 2000, the wireless communications
semiconductor industry enjoyed unprecedented growth, benefiting from the rapid
expansion of wireless communication services worldwide and increased demand for
digital cellular handsets. During calendar year 2001, we were adversely impacted
by a global economic slowdown and an abrupt decline in demand for many of the
end-user products that incorporate our respective wireless communications
semiconductor products and system solutions, particularly digital cellular
handsets. The impact of weakened end-customer demand was compounded by higher
than normal levels of inventories among our original equipment manufacturer, or
OEM, subcontractor and distributor customers. We expect that reduced
end-customer demand, underutilization of the our manufacturing capacity, changes
in revenue mix and other factors will continue to adversely affect our operating
results in the near term.


                                       17

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

WE ARE SUBJECT TO INTENSE COMPETITION. The wireless communications semiconductor
industry in general and the markets in which we compete in particular are
intensely competitive. We compete with U.S. and international semiconductor
manufacturers that are both larger and smaller than us in terms of resources and
market share. We currently face significant competition in our markets and
expect that intense price and product competition will continue. This
competition has resulted and is expected to continue to result in declining
average selling prices for our products. We also anticipate that additional
competitors will enter our markets as a result of growth opportunities in
communications electronics, the trend toward global expansion by foreign and
domestic competitors and technological and public policy changes. Moreover, as
with many companies in the semiconductor industry, customers for certain of our
products offer products that compete with products that are offered by us.

We believe that the principal competitive factors for semiconductor suppliers in
our market include, among others:

     -    time-to-market;

     -    new product innovation;

     -    product quality, reliability and performance;

     -    price;

     -    compliance with industry standards;

     -    strategic relationships with customers; and

     -    protection of intellectual property.

We cannot assure you that we will be able to successfully address these factors.

Many of our competitors have advantages over us, including:

     -    longer presence in key markets;

     -    greater name recognition;

     -    ownership or control of key technology; and

     -    greater financial, sales and marketing, manufacturing, distribution,
          technical or other resources.

As a result, certain competitors may be able to adapt more quickly than us to
new or emerging technologies and changes in customer requirements or may be able
to devote greater resources to the development, promotion and sale of their
products than we can.

Current and potential competitors also have established or may establish
financial or strategic relationships among themselves or with our customers,
resellers or other third parties. These relationships may affect customers'
purchasing decisions. Accordingly, it is possible that new competitors or
alliances among competitors could emerge and rapidly acquire significant market
share. We cannot assure you that we will be able to compete successfully against
current and potential competitors.

A number of our competitors have combined with each other and consolidated their
businesses, including the consolidation of competitors with our customers. This
consolidation is attributable to a number of factors, including the historically
high-growth nature of the communications electronics industry and the
time-to-market pressures on suppliers to decrease the time required for product
conception, research and development, sampling and production launch before a
product reaches the market. This consolidation trend is expected to continue,
since investments, alliances and acquisitions may enable semiconductor
suppliers, including us and our competitors, to achieve economies of scale, to
augment technical capabilities or to achieve faster time-to-market for their
products than would be possible solely through internal development.

This consolidation is creating entities with increased market share, customer
base, technology and marketing expertise in markets in which we compete. These
developments may adversely affect the markets we seek to serve and our ability
to compete successfully in those markets.


                                       18

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

OUR SUCCESS WILL DEPEND UPON OUR ABILITY TO DEVELOP NEW PRODUCTS AND REDUCE
COSTS IN A TIMELY MANNER. The markets into which we sell demand cutting-edge
technologies and new and innovative products. Our operating results will depend
largely on our ability to continue to introduce new and enhanced products on a
timely basis. Successful product development and introduction depends on
numerous factors, including, among others:

     -    the ability to anticipate customer and market requirements and changes
          in technology and industry standards;

     -    the ability to define new products that meet customer and market
          requirements;

     -    the ability to complete development of new products and bring products
          to market on a timely basis;

     -    the ability to differentiate our products from offerings of our
          competitors; and

     -    overall market acceptance of our products.

We cannot assure you that we will have sufficient resources to make the
substantial investment in research and development in order to develop and bring
to market new and enhanced products in a timely manner. We will be required
continually to evaluate expenditures for planned product development and to
choose among alternative technologies based on our expectations of future market
growth. We cannot assure you that we will be able to develop and introduce new
or enhanced wireless communications semiconductor products in a timely and
cost-effective manner, that our products will satisfy customer requirements or
achieve market acceptance or that we will be able to anticipate new industry
standards and technological changes. We also cannot assure you that we will be
able to respond successfully to new product announcements and introductions by
competitors.

In addition, prices of established products may decline, sometimes
significantly, over time. We believe that in order to remain competitive we must
continue to reduce the cost of producing and delivering existing products at the
same time that we develop and introduce new or enhanced products. We cannot
assure you that we will be able to continue to reduce the cost of our products
to remain competitive.

WE MAY NOT BE ABLE TO KEEP ABREAST OF THE RAPID TECHNOLOGICAL CHANGES IN OUR
MARKETS. The demand for our products can change quickly and in ways we may not
anticipate. Our markets generally exhibit the following characteristics:

     -    rapid technological developments;

     -    rapid changes in customer requirements;

     -    frequent new product introductions and enhancements;

     -    short product life cycles with declining prices over the life cycle of
          the product; and

     -    evolving industry standards.

Our products could become obsolete or less competitive sooner than anticipated
because of a faster than anticipated change in one or more of the technologies
related to our products or in market demand for products based on a particular
technology, particularly due to the introduction of new technology that
represents a substantial advance over current technology. Currently accepted
industry standards are also subject to change, which may contribute to the
obsolescence of our products.

OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO OBTAIN SUITABLE FINANCING 

Upon completion of the Company's merger with the wireless business of Conexant
Systems, Inc., the Company purchased Conexant's semiconductor assembly, module
manufacturing and test facility, located in Mexicali, Mexico, and certain
related operations for $150 million.  This purchase price was paid with
short-term promissory notes delivered by the Company to Conexant, which are
secured by all of the assets of the Company.  Unless paid earlier at the option
of the Company or pursuant to mandatory prepayment provisions in the financing
agreement, fifty percent of the principal portion of the short-term promissory
notes is due on March 24, 2003, and the remaining fifty percent of the notes is
due on June 24, 2003.


                                       19

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

In addition, the combined company has incurred expenses and has assumed
obligations as a result of this merger.  The Company estimates that these
expenses and obligations will require cash of approximately $80 million to $90
million and the issuance of a warrant to purchase approximately one million
shares of the Company's common stock.  These amounts are primarily associated
with transaction and merger costs, deposits, and restructuring costs.  The
combined company will recognize a charge related to these expenses and
obligations of approximately $20 to $30 million in the quarter ended June 28,
2002.  These amounts represent the current estimates of management based on the
information available at this time and are subject to change.

In addition to the short-term promissory notes related to the Company's purchase
of the Mexicali operations, Conexant committed to make a short-term $100 million
revolving loan facility available to the Company to fund the Company's working
capital and other requirements.  $75 million of this facility will be available
on or after July 10, 2002, and the remaining $25 million balance of the
revolving facility will be available if the Company has more than $150 million
of eligible domestic receivables.  The entire principal of any revolving amounts
borrowed is due on June 24, 2003. 

The Company's ability to meet these expenses, the expenses of our ongoing
operations, and to repay the debt owed to Conexant is dependent upon our ability
to obtain suitable financing.  We cannot assure you that the capital required to
fund these expenses will be available in the future.  Conditions existing in the
U.S. capital markets when the Company seeks financing will affect its ability to
raise capital, as well as the terms of any financing.  The Company may not be
able to raise enough capital to meet its capital needs on a timely basis or at
all.  Failure to obtain capital when required would have a material adverse
effect on the Company.  

WE MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL NECESSARY FOR THE
DESIGN, DEVELOPMENT, MANUFACTURE AND SALE OF OUR PRODUCTS. OUR SUCCESS COULD BE
NEGATIVELY AFFECTED IF KEY PERSONNEL LEAVE.

Our future success depends on our ability to continue to attract, retain and
motivate qualified personnel, including executive officers and other key
management and technical personnel. As the source of our technological and
product innovations, our key technical personnel represent a significant asset.
The competition for management and technical personnel is intense in the
semiconductor industry. We cannot assure you that we will be able to attract and
retain qualified management and other personnel necessary for the design,
development, manufacture and sale of our products.

We may have particular difficulty attracting and retaining key personnel during
periods of poor operating performance, given, among other things, the use of
equity-based compensation by us and our competitors. The loss of the services of
one or more of our key employees, including David J. Aldrich, our chief
executive officer, or certain key design and technical personnel, or our
inability to attract, retain and motivate qualified personnel, could have a
material adverse effect on our ability to operate our business.

IF OEMS OF COMMUNICATIONS ELECTRONICS PRODUCTS DO NOT DESIGN OUR PRODUCTS INTO
THEIR EQUIPMENT, WE WILL HAVE DIFFICULTY SELLING THOSE PRODUCTS. MOREOVER, A
"DESIGN WIN" FROM A CUSTOMER DOES NOT GUARANTEE FUTURE SALES TO THAT CUSTOMER.
Our products will not be sold directly to the end-user but will be components of
other products. As a result, we will rely on OEMs of wireless communications
electronics products to select our products from among alternative offerings to
be designed into their equipment. Without these "design wins" from OEMs, we
would have difficulty selling our products. Once an OEM designs another
supplier's product into one of its product platforms, it is more difficult for
us to achieve future design wins with that OEM product platform because changing
suppliers involves significant cost, time, effort and risk for that OEM. Also,
achieving a design win with a customer does not ensure that we will receive
significant revenues from that customer. Even after a design win, the customer
is not obligated to purchase our products and can choose at any time to reduce
or cease use of the our products, for example, if its own products are not
commercially successful or for any other reason. We may be unable to achieve
design wins or to convert design wins into actual sales.

BECAUSE OF THE LENGTHY SALES CYCLES OF MANY OF OUR PRODUCTS, WE MAY INCUR
SIGNIFICANT EXPENSES BEFORE WE GENERATE ANY REVENUES RELATED TO THOSE PRODUCTS.
Our customers may need three to six months to test and evaluate our products and
an additional three to six months to begin volume production of equipment that
incorporates our products. The lengthy period of time required increases the
possibility that a customer may decide to cancel or change product plans, which
could reduce or eliminate our sales to that customer. As a result of this
lengthy sales cycle, we may incur significant research and development, and
selling, general and administrative expenses before we generate the related
revenues for these products, and we may never generate the anticipated revenues
if our customer cancels or changes its product plans.

UNCERTAINTIES INVOLVING THE ORDERING AND SHIPMENT OF OUR PRODUCTS COULD
ADVERSELY AFFECT OUR BUSINESS. Our sales will typically be made pursuant to
individual purchase orders and not under long-term supply arrangements with our
customers. Our customers may cancel orders prior to shipment. In addition, we
will sell a portion of our products through distributors, some of whom will have
rights to return unsold products. Sales to distributors accounted for
approximately 7%, 12% and 5% of Alpha's net revenues in fiscal 2002, fiscal 2001
and fiscal 2000, respectively. We may purchase and manufacture inventory based
on estimates of customer demand for our products, which is difficult to predict.
This difficulty may be compounded when we sell to OEMs indirectly through
distributors or contract manufacturers, or both, as our forecasts of demand will
then be based on estimates provided by multiple parties. In addition, our
customers may change their inventory practices on short notice for any reason.
The cancellation or deferral of product orders, the return of previously sold
products or overproduction due to the failure of anticipated orders to


                                       20

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

materialize could result in us holding excess or obsolete inventory, which could
result in write-downs of inventory.

OUR RELIANCE ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS. A significant
portion of our sales are concentrated among a limited number of customers. If we
lost one or more of these major customers, or if one or more major customers
significantly decreased its orders, our business would be materially and
adversely affected. Sales to Motorola, Inc. represented approximately 31%, 26%
and 38% of Alpha net revenues in fiscal 2002, fiscal 2001 and fiscal 2000,
respectively. Our future operating results will depend on the success of this
and other customers and our success in selling products to them.

OUR MANUFACTURING PROCESSES ARE EXTREMELY COMPLEX AND SPECIALIZED. Our
manufacturing operations are complex and subject to disruption due to causes
beyond our control. The fabrication of integrated circuits is an extremely
complex and precise process consisting of hundreds of separate steps. It
requires production in a highly controlled, clean environment. Minor impurities,
errors in any step of the fabrication process, defects in the masks used to
print circuits on a wafer or a number of other factors can cause a substantial
percentage of wafers to be rejected or numerous die on each wafer not to
function.

Our operating results are highly dependent upon our ability to produce
integrated circuits at acceptable manufacturing yields. Our operations may be
affected by lengthy or recurring disruptions of operations at any of our
production facilities or those of our subcontractors. These disruptions may
include electrical power outages, fire, earthquake, flooding or other natural
disasters. Our Sunnyvale, California manufacturing facility is located near a
major earthquake fault line. We do not maintain earthquake insurance coverage on
this facility. Disruptions of our manufacturing operations could cause
significant delays in shipments until we are able to shift the products from an
affected facility or subcontractor to another facility or subcontractor.

In the event of these types of delays, we cannot assure you that the required
alternate capacity, particularly wafer production capacity, would be available
on a timely basis or at all. Even if alternate wafer production capacity is
available, we may not be able to obtain it on favorable terms, which could
result in higher costs and/or a loss of customers. We may be unable to obtain
sufficient manufacturing capacity to meet demand, either at our own facilities
or through external manufacturing or similar arrangements with others.

Due to the highly specialized nature of the gallium arsenide integrated circuit
manufacturing process, in the event of a disruption at the Sunnyvale, California
or Woburn, Massachusetts semiconductor wafer fabrication facilities, alternate
gallium arsenide production capacity would not be immediately available from
third-party sources. These disruptions could have a material adverse effect on
our business, financial condition and results of operations.

WE MAY NOT BE ABLE TO ACHIEVE MANUFACTURING YIELDS THAT CONTRIBUTE POSITIVELY TO
OUR GROSS MARGIN AND PROFITABILITY. Minor deviations in the manufacturing
process can cause substantial manufacturing yield loss, and in some cases, cause
production to be suspended. Manufacturing yields for new products initially tend
to be lower as we complete product development and commence volume
manufacturing, and typically increase as we bring the product to full
production. Our forward product pricing includes this assumption of improving
manufacturing yields and, as a result, material variances between projected and
actual manufacturing yields will have a direct effect on our gross margin and
profitability. The difficulty of forecasting manufacturing yields accurately and
maintaining cost competitiveness through improving manufacturing yields will
continue to be magnified by the increasing process complexity of manufacturing
semiconductor products. Our manufacturing operations also will face pressures
arising from the compression of product life cycles which will require us to
manufacture new products faster and for shorter periods while maintaining
acceptable manufacturing yields and quality without, in many cases, reaching the
longer-term, high-volume manufacturing conducive to higher manufacturing yields
and declining costs.


                                       21

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY. For fiscal 2002,
approximately 55% of Alpha's net revenues were from customers located outside
the United States, primarily countries located in the Asia-Pacific region and
Europe. In fiscal 2001 and 2000, approximately 49% and 46%, respectively, of
Alpha's net revenues were from customers located outside the United States. In
addition, we have suppliers located outside the United States and third-party
packaging, assembly and test facilities and foundries located in the
Asia-Pacific region. Our international sales and operations are subject to a
number of risks inherent in selling and operating abroad. These include, but are
not limited to, risks regarding:

     -    currency exchange rate fluctuations;

     -    local economic and political conditions;

     -    disruptions of capital and trading markets;

     -    restrictive governmental actions (such as restrictions on transfer of
          funds and trade protection measures, including export duties and
          quotas and customs duties and tariffs);

     -    changes in legal or regulatory requirements;

     -    limitations on the repatriation of funds;

     -    difficulty in obtaining distribution and support;

     -    the laws and policies of the United States and other countries
          affecting trade, foreign investment and loans, and import or export
          licensing requirements;

     -    tax laws; and

     -    limitations on our ability under local laws to protect our
          intellectual property.

Because our international sales are denominated in U.S. dollars our products
could become less competitive in international markets if the value of the U.S.
dollar increases relative to foreign currencies. Moreover, we may be
competitively disadvantaged relative to our competitors located outside the
United States who may benefit from a devaluation of their local currency. We
cannot assure you that the factors described above will not have a material
adverse effect on our ability to increase or maintain our international sales.

OUR OPERATING RESULTS MAY BE NEGATIVELY AFFECTED BY SUBSTANTIAL QUARTERLY AND
ANNUAL FLUCTUATIONS AND MARKET DOWNTURNS. Our revenues, earnings and other
operating results have fluctuated in the past and our revenues, earnings and
other operating results may fluctuate in the future. These fluctuations are due
to a number of factors, many of which are beyond our control. These factors
include, among others:

     -    changes in end-user demand for the products manufactured and sold by
          our customers, principally digital cellular handsets;

     -    the effects of competitive pricing pressures, including decreases in
          average selling prices of our products;

     -    production capacity levels and fluctuations in manufacturing yields;

     -    availability and cost of products from our suppliers;

     -    the gain or loss of significant customers;

     -    our ability to develop, introduce and market new products and
          technologies on a timely basis;

     -    new product and technology introductions by competitors;

     -    changes in the mix of products produced and sold;

     -    market acceptance of our products and our customers;

     -    intellectual property disputes;

     -    seasonal customer demand;

     -    the timing of receipt, reduction or cancellation of significant orders
          by customers; and

     -    the timing and extent of product development costs.

The foregoing factors are difficult to forecast, and these, as well as other
factors, could materially adversely affect our quarterly or annual operating
results. If our operating results fail to meet the expectations of analysts or
investors, it could materially and adversely affect the price of our common
stock.


                                       22

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

OUR GALLIUM ARSENIDE SEMICONDUCTORS MAY NOT CONTINUE TO BE COMPETITIVE WITH
SILICON ALTERNATIVES. We manufacture and sell gallium arsenide semiconductors,
principally power amplifiers and switches. The production of gallium arsenide
integrated circuits is more costly than the production of silicon circuits. As a
result, we must offer gallium arsenide products that provide superior
performance to that of silicon for specific applications to be competitive with
silicon products. If we do not continue to offer products that provide
sufficiently superior performance to offset the cost differential, our operating
results may be materially and adversely affected. It is expected that the costs
of producing gallium arsenide integrated circuits will continue to exceed the
costs associated with the production of silicon circuits. The costs differ
because of higher costs of raw materials for gallium arsenide and higher unit
costs associated with smaller-sized wafers and lower production volumes. Silicon
semiconductor technologies are widely-used process technologies for certain
integrated circuits and these technologies continue to improve in performance.
We cannot assure you that we will continue to identify products and markets that
require performance superior to that offered by silicon solutions.

THE VALUE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED BY MARKET VOLATILITY.
The trading price of our common stock may fluctuate significantly. This price
may be influenced by many factors, including:

     -    our performance and prospects;

     -    the performance and prospects of our major customers;

     -    the depth and liquidity of the market for our common stock;

     -    investor perception of us and the industry in which we operate;

     -    changes in earnings estimates or buy/sell recommendations by analysts;

     -    general financial and other market conditions; and

     -    domestic and international economic conditions.

Public stock markets have experienced, and are currently experiencing, extreme
price and trading volume volatility, particularly in the technology sectors of
the market. This volatility has significantly affected the market prices of
securities of many technology companies for reasons frequently unrelated to or
disproportionately impacted by the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of our
common stock.

WE MAY BE SUBJECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY
RIGHTS OR DEMANDS THAT WE LICENSE THIRD-PARTY TECHNOLOGY, WHICH COULD RESULT IN
SIGNIFICANT EXPENSE AND LOSS OF OUR INTELLECTUAL PROPERTY RIGHTS. The
semiconductor industry is characterized by vigorous protection and pursuit of
intellectual property rights. From time to time, third parties have asserted and
may in the future assert patent, copyright, trademark and other intellectual
property rights to technologies that are important to our business and have
demanded and may in the future demand that we license their technology. Any
litigation to determine the validity of claims our products infringe or may
infringe these rights, including claims arising from our contractual
indemnification of our customers, regardless of their merit or resolution, could
be costly and divert the efforts and attention of our management and technical
personnel. Regardless of the merits of any specific claim, we cannot assure you
that we would prevail in litigation because of the complex technical issues and
inherent uncertainties in intellectual property litigation. If litigation were
to result in an adverse ruling, we could be required to:

     -    pay substantial damages;

     -    cease the manufacture, import, use, sale or offer for sale of
          infringing products;

     -    discontinue the use of infringing technology;

     -    expend significant resources to develop non-infringing technology; or

     -    license technology from the third party claiming infringement, which
          license may not be available on commercially reasonable terms.

IF WE ARE NOT SUCCESSFUL IN PROTECTING OUR INTELLECTUAL PROPERTY RIGHTS, IT MAY
HARM OUR ABILITY TO COMPETE. We rely on patent, copyright, trademark, trade
secret and other intellectual property laws, as well as nondisclosure and
confidentiality agreements and other methods, to protect our proprietary


                                       23

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

technologies, devices, algorithms and processes. In addition, we often
incorporate the intellectual property of our customers, suppliers or other third
parties into our designs, and we have obligations with respect to the non-use
and non-disclosure of such third-party intellectual property. In the future, it
may be necessary to engage in litigation or like activities to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of proprietary rights of others, including our customers.
This could require us to expend significant resources and to divert the efforts
and attention of our management and technical personnel from our business
operations. We cannot assure you that:

     -    the steps we take to prevent misappropriation, infringement or other
          violation of our intellectual property or the intellectual property of
          our customers, suppliers or other third parties will be successful;

     -    any existing or future patents, copyrights, trademarks, trade secrets
          or other intellectual property rights will not be challenged,
          invalidated or circumvented; or

     -    any of the measures described above would provide meaningful
          protection.

Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use our technology without authorization, develop similar
technology independently or design around our patents. If any of our patents
fails to protect our technology, it would make it easier for our competitors to
offer similar products. In addition, effective patent, copyright, trademark and
trade secret protection may be unavailable or limited for certain technologies
and in certain foreign countries.

OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO EFFECT SUITABLE INVESTMENTS,
ALLIANCES AND ACQUISITIONS, AND WE MAY HAVE DIFFICULTY INTEGRATING COMPANIES WE
ACQUIRE. THE COMPANY'S MERGER WITH THE WIRELESS BUSINESS OF CONEXANT SYSTEMS,
INC. PRESENTS SUCH RISKS.

Although we intend to invest significant resources in internal research and
development activities, the complexity and rapidity of technological changes and
the significant expense of internal research and development make it impractical
for us to pursue development of all technological solutions on our own. On an
ongoing basis, we intend to review investment, alliance and acquisition
prospects that would complement our product offerings, augment our market
coverage or enhance our technological capabilities. However, we cannot assure
you that we will be able to identify and consummate suitable investment,
alliance or acquisition transactions in the future.

Moreover, if we consummate such transactions, they could result in:

     -    issuances of equity securities dilutive to our stockholders;

     -    large one-time write-offs;

     -    the incurrence of substantial debt and assumption of unknown
          liabilities;

     -    the potential loss of key employees from the acquired company;

     -    amortization expenses related to intangible assets; and

     -    the diversion of management's attention from other business concerns.

Additionally, in periods following an acquisition, we will be required to
evaluate goodwill and acquisition-related intangible assets for impairment. When
such assets are found to be impaired, they will be written down to estimated
fair value, with a charge against earnings.

Integrating acquired organizations and their products and services may be
difficult, expensive, time-consuming and a strain on our resources and our
relationship with employees and customers and ultimately may not be successful.

WE MAY BE LIABLE FOR PENALTIES UNDER ENVIRONMENTAL LAWS, RULES AND REGULATIONS,
WHICH COULD ADVERSELY IMPACT OUR BUSINESS. We have used, and will continue to
use, a variety of chemicals in manufacturing operations and have been or will be
subject to a wide range of environmental protection regulations in the United
States. While we have not experienced any material adverse effect on our


                                       24

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

operations as a result of such regulations, we cannot assure you that current or
future regulations would not have a material adverse effect on our business,
financial condition and results of operations.

Environmental regulations often require parties to fund remedial action
regardless of fault. Consequently, it is often difficult to estimate the future
impact of environmental matters, including potential liabilities. We cannot
assure you that the amount of expense and capital expenditures that might be
required to satisfy environmental liabilities, to complete remedial actions and
to continue to comply with applicable environmental laws will not have a
material adverse effect on our business, financial condition and results of
operations.


I
TEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of changes in the value of short-term
investments and financial instruments caused by fluctuations in investment
prices and interest rates.

INVESTMENT PRICE RISK 

The fair value of the Company's short-term investment portfolio at March 31,
2002, approximated carrying value due to its short-term duration. Market risk,
estimated as the potential decrease in fair value resulting from a hypothetical
10% decrease in interest rates for the issues contained in the investment
portfolio, is not considered to be material because of the short-term nature of
the investments.

INTEREST RATE RISK

The carrying value of the Company's long-term debt, including current
maturities, was $235,000 at March 31, 2002. Due to the nature of the debt
instruments, management has determined that the fair value was not materially
different from the year-end carrying value.


                                       25

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL
          STATEMENTS


<TABLE>
<CAPTION>
                                                                              Page
==================================================================================

<S>                                                                           <C>
Consolidated Balance Sheets - March 31, 2002 and April 1, 2001...............  27

Consolidated Statements of Operations - Years ended March 31, 2002,
April 1, 2001 and April 2, 2000..............................................  28

Consolidated Statements of Stockholders' Equity - Years ended March 31, 2002,
April 1, 2001 and April 2, 2000..............................................  29

Consolidated Statements of Cash Flows - Years ended March 31, 2002,
April 1, 2001 and April 2, 2000..............................................  30

Notes to Consolidated Financial Statements...................................  31

Independent Auditors' Report.................................................  50

==================================================================================
</TABLE>



                                       26

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)


<TABLE>
<CAPTION>
                                                                       MARCH 31,      APRIL 1, 
                                                                         2002          2001
================================================================================================
<S>                                                                    <C>          <C>       
ASSETS
      Current assets
         Cash and cash equivalents..................................   $  62,413    $   68,802
         Short-term investments.....................................      51,727        84,982
         Accounts receivable, trade, less allowance
             for doubtful accounts of $1,204 and $921...............      24,485        36,984
         Inventories (Note 3).......................................      12,218        15,661
         Prepayments and other current assets.......................       3,324         3,169
         Prepaid income taxes.......................................          --           735
         Deferred income taxes......................................       3,724         9,668
                                                                       ---------    ----------
                  Total current assets..............................     157,891       220,001
                                                                       ---------    ----------
      Property, plant and equipment
         Land, building and improvements............................      61,621        50,328
         Machinery and equipment....................................     168,325       142,115
                                                                       ---------    ----------
                                                                         229,946       192,443
         Less-accumulated depreciation and amortization.............      95,590        78,247
                                                                       ---------    ----------
                                                                         134,356       114,196
                                                                       ---------    ----------
      Goodwill and other intangibles................................       4,378            --
      Deferred income taxes.........................................      16,121            --
      Other assets..................................................       3,373         2,822
                                                                       ---------    ----------
                  Total assets......................................   $ 316,119    $  337,019
                                                                       =========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities
         Current maturities of long-term debt (Note 4)..............   $     129    $      129
         Accounts payable...........................................      14,345        20,820
         Accrued liabilities
             Payroll and related expenses...........................       3,501         7,283
             Other..................................................       3,593         3,481
                                                                       ---------    ----------
                  Total current liabilities.........................      21,568        31,713
                                                                       ---------    ----------
      Long-term debt (Note 4).......................................         106           235
      Other long-term liabilities...................................       2,283         2,081
      Deferred income taxes.........................................          --         3,812
                                                                       ---------    ----------
                  Total liabilities.................................      23,957        37,841
                                                                       ---------    ----------
      Commitments and contingencies (Note 8)
      Stockholders' equity (Notes 4 and 6)
         Common stock par value $0.25 per share; authorized
             100,000,000 shares; issued 44,260,206 and 43,520,880...      11,065        10,880
         Additional paid-in capital.................................     232,204       221,147
         Retained earnings..........................................      48,893        67,179
                                                                       ---------    ----------
                                                                         292,162       299,206
         Less - Treasury shares 0 and 26,539 at cost................          --            28
                                                                       ---------    ----------
                  Total stockholders' equity........................     292,162       299,178
                                                                       ---------    ----------
                  Total liabilities and stockholders' equity........   $ 316,119    $  337,019
                                                                       =========    ==========
================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       27

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                               YEARS ENDED
                                                   MARCH 31,     APRIL 1,        APRIL 2,
                                                     2002          2001           2000
============================================================================================

<S>                                               <C>            <C>            <C>      
Sales .......................................     $ 126,502      $ 271,568      $ 186,402
                                                  ---------      ---------      ---------
Cost of sales ...............................        89,604        151,632        105,566
Research and development expenses ...........        41,578         36,026         25,336
Selling and administrative expenses .........        28,144         43,250         34,107
                                                  ---------      ---------      ---------
            Total operating expenses ........       159,326        230,908        165,009
                                                  ---------      ---------      ---------
Operating (loss) income .....................       (32,824)        40,660         21,393
Other income (expense):
    Interest expense ........................           (41)           (56)          (223)
    Interest income .........................         5,364          8,733          6,685
    Other expense, net ......................           207            (67)          (608)
                                                  ---------      ---------      ---------
            Total other income (expense), net         5,530          8,610          5,854
                                                  ---------      ---------      ---------
(Loss) income before income taxes ...........       (27,294)        49,270         27,247
(Benefit) provision for income taxes (Note 5)        (9,008)        15,897          9,265
                                                  ---------      ---------      ---------
Net (loss) income ...........................     $ (18,286)     $  33,373      $  17,982
                                                  =========      =========      =========
Basic (loss) earnings per share .............     $   (0.42)     $    0.78      $    0.44
                                                  =========      =========      =========
Diluted (loss) earnings per share ...........     $   (0.42)     $    0.75      $    0.42
                                                  =========      =========      =========
Shares used in computing:

Basic earnings per share ....................        44,010         43,029         40,659
                                                  =========      =========      =========
Diluted earnings per share ..................        44,010         44,752         42,822
                                                  =========      =========      =========
============================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       28

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)


<TABLE>
<CAPTION>
                                                                                                       UNEARNED
                                                                  ADDITIONAL                         COMPENSATION
                                               COMMON STOCK        PAID-IN     RETAINED     TREASURY  RESTRICTED
                                           SHARES     PAR VALUE    CAPITAL     EARNINGS       STOCK     STOCK
=================================================================================================================
<S>                                        <C>          <C>         <C>          <C>          <C>        <C> 
Balance at March 28, 1999 ............     34,768     $ 8,692     $ 76,473      $15,824      $(133)     $(14)

Net income ...........................         --          --           --       17,982         --        --
Employee Stock Purchase Plan .........         21           5          283           --         --        --
Amortization of unearned compensation
  restricted stock ...................         --          --           --           --         --        14
Issuance of 59,972 treasury shares to
  401(k) plan ........................         --          --        1,055           --         65        --
Exercise of stock options ............      1,159         290        3,103           --         --        --
Tax benefit from the exercise of
  stock options ......................         --          --        7,027           --         --        --
Compensation expense .................         --          --        2,109           --         --        --
Proceeds from stock offering .........      6,629       1,657      107,661           --         --        --
                                           ------     -------     --------     --------      -----      ----
Balance at April 2, 2000 .............     42,577     $10,644     $197,711     $ 33,806      $ (68)     $ --

Net income ...........................         --          --           --       33,373         --        --
Employee Stock Purchase Plan .........         21           5          617           --         --        --
Issuance of 38,247 treasury shares to
  401(k) plan ........................         --          --        1,472           --         40        --
Exercise of stock options ............        923         231        6,348           --         --        --
Tax benefit from the exercise of stock
  options ............................         --          --       14,840           --         --        --
Compensation expense .................         --          --          159           --         --        --
                                           ------     -------     --------     --------      -----      ----
Balance at April 1, 2001 .............     43,521     $10,880     $221,147     $ 67,179      $ (28)     $ --

Net loss .............................         --          --           --      (18,286)        --        --
Employee Stock Purchase Plan .........         34           8          712           --         --        --
Issuance of 26,539 treasury shares to
  401(k) plan ........................         --          --          395           --         28        --
Issuance of 46,251 common shares to
    401(k) plan ......................         46          12        1,044           --         --        --
Exercise of stock options ............        659         165        3,904           --         --        --
Tax benefit from the exercise of stock
  options ............................         --          --        4,878           --         --        --
Compensation expense .................         --          --          124           --         --        --
                                           ------     -------     --------     --------      -----      ----
Balance at March 31, 2002 ............     44,260     $11,065     $232,204     $ 48,893      $  --      $ --
                                           ======     =======     ========     ========      =====      ====
=================================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       29

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


<TABLE>
<CAPTION>
                                                                                             YEARS ENDED
                                                                                 MARCH 31,      APRIL 1,      APRIL 2,
                                                                                   2002          2001          2000
=======================================================================================================================
<S>                                                                             <C>            <C>            <C>      
CASH PROVIDED BY OPERATIONS:
      Net (loss) income ...................................................     $ (18,286)     $  33,373      $  17,982
      Adjustments to reconcile net income to net cash provided
        by operations:
         Depreciation and amortization of property, plant and equipment ...        21,004         16,010         10,681
         Deferred income taxes ............................................       (13,989)        (1,896)           658
         Amortization of unearned compensation - restricted stock .........            --             --             14
         Net gain on sales of property, plant and equipment ...............           (76)           (58)            --
         Loss on sales and retirements of property, plant and equipment ...            --             --            544
         Increase in other assets .........................................          (590)          (723)          (605)
         Increase (decrease) in other long-term liabilities ...............           202           (156)           573
         In-process research and development ..............................         2,500             --             --
         Changes in operating assets and liabilities, net of impact of
           acquisition in fiscal 2002:
             Accounts receivable ..........................................        12,499         (3,140)       (10,791)
             Inventories ..................................................         3,443         (3,745)        (3,117)
             Prepayments and other current assets .........................           587           (130)        (2,853)
             Accounts payable .............................................        (6,475)           283          9,321
             Accrued liabilities ..........................................         2,735         17,775         11,022
                                                                                ---------      ---------      ---------
         Net cash provided by operations ..................................         3,554         57,593         33,429
                                                                                ---------      ---------      ---------
CASH USED IN INVESTING:
      Additions to property, plant and equipment excluding capital leases .       (40,994)       (54,748)       (39,660)
      Acquisition, net of cash acquired ...................................        (7,035)            --             --
      Purchases of short-term investments .................................      (128,762)      (134,813)      (226,242)
      Maturities of short-term investments ................................       162,017        174,821        117,523
      Proceeds from sale of property, plant and equipment .................           171            120             60
                                                                                ---------      ---------      ---------
         Net cash used in investing .......................................       (14,603)       (14,620)      (148,319)
                                                                                ---------      ---------      ---------
CASH PROVIDED BY FINANCING:
      Payments on notes payable ...........................................          (129)           (92)        (1,169)
      (Payments on) proceeds from line of credit ..........................            --         (2,900)         2,900
      Deferred charges related to long-term debt ..........................            --             --             28
      Exercise of stock options ...........................................         4,069          6,579          3,393
      Proceeds from sale of stock .........................................           720            622        116,196
                                                                                ---------      ---------      ---------
         Net cash provided by financing ...................................         4,660          4,209        121,348
                                                                                ---------      ---------      ---------
      Net (decrease) increase in cash and cash equivalents ................        (6,389)        47,182          6,458
      Cash and cash equivalents, beginning of year ........................        68,802         21,620         15,162
                                                                                ---------      ---------      ---------
      Cash and cash equivalents, end of year ..............................     $  62,413      $  68,802      $  21,620
                                                                                =========      =========      =========
=======================================================================================================================
Supplemental disclosure of non-cash operating activities:
      Tax benefit from the exercise of stock options ......................     $   4,878      $  14,840      $   7,027
                                                                                =========      =========      =========
      Compensation expense ................................................     $     124      $     159      $   2,109
                                                                                =========      =========      =========
      Contribution of treasury shares to Savings and Retirement Plan ......     $     423      $   1,512      $   1,120
                                                                                =========      =========      =========
      Contribution of common shares to Savings and Retirement Plan ........     $   1,056      $      --      $      --
                                                                                =========      =========      =========

Supplemental cash flow disclosures:
      Cash paid for income taxes ..........................................     $     225      $   2,380      $   3,300
                                                                                =========      =========      =========
      Cash paid for interest ..............................................     $      46      $     119      $     191
                                                                                =========      =========      =========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       30

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

     The financial statements include the accounts of the Company and its
     subsidiaries. All significant intercompany accounts and transactions have
     been eliminated in consolidation.

Fiscal Year:

     The Company's fiscal year ends on the Sunday closest to March 31. There
     were 52 weeks in fiscal 2002 and 2001. There were 53 weeks in fiscal 2000.

Use of Estimates:

     The preparation of consolidated financial statements in conformity with
     accounting principles generally accepted in the United States of America
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses. Actual results could differ from
     those estimates.

Revenue Recognition:

     The Company recognizes revenue in accordance with SEC Staff Accounting
     Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), as
     amended by SAB 101A and 101B. SAB 101 requires that four basic criteria
     must be met before revenue can be recognized: (1) persuasive evidence of an
     arrangement exists; (2) delivery has occurred or services rendered; (3) the
     price to the buyer is fixed and determinable; and (4) collectibility is
     reasonably assured. Determination of criteria (3) and (4) are based on
     management's judgments regarding the fixed nature of the price to the buyer
     charged for products delivered and services rendered and collectibility of
     the sales price. The Company's shipping terms are customarily FOB shipping
     point. Provisions for product returns and allowances are recorded in the
     same period as the related revenue. The Company analyzes historical
     returns, current economic trends and changes in customer demand and
     acceptance of products when evaluating the adequacy of the sales returns
     and other allowances.

Research and Development Expenditures:

     Research and development expenditures are charged to income as incurred.

Cash, Cash Equivalents and Short-Term Investments:

     Cash and cash equivalents include cash deposited in demand deposits at
     banks and highly liquid investments with original maturities of 90 days or
     less.

     The Company's short-term investments are classified as held-to-maturity.
     These investments consist primarily of commercial paper and securities
     issued by various federal agencies and corporations with original
     maturities of more than 90 days. Such short-term investments are carried at
     amortized cost, which approximates fair value, due to the short period of
     time to maturity. Gains and losses are included in investment income in the
     period they are realized.

Bad Debt:

     The Company maintains allowances for doubtful accounts for estimated losses
     resulting from the inability of its customers to make required payments. If
     the financial condition of the Company's customers were to deteriorate,
     resulting in an impairment of their ability to make future payments,
     additional allowances may be required.


                                       31

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories:

     Inventories are stated at the lower of cost, determined on a first-in,
     first-out basis, or market. The Company provides for estimated obsolescence
     or unmarketable inventory based upon assumptions about future demand and
     market conditions. If actual demand and market conditions are less
     favorable than those projected by management, additional inventory write
     downs may be required.

Property, Plant and Equipment:

     Property, plant and equipment are carried at cost. Depreciation is
     calculated using the straight-line method for financial reporting and
     accelerated methods for tax purposes.

     Estimated useful lives used for depreciation purposes are 5 to 30 years for
     buildings and improvements and 3 to 10 years for machinery and equipment.

     During fiscal 2002 and 2001, the Company removed $3.1 million and $4.4
     million, respectively, of fully depreciated fixed assets from the related
     property, plant and equipment and accumulated depreciation accounts.

Fair Value of Financial Instruments:

     Financial instruments of the Company consist of cash, cash equivalents,
     accounts receivable, accounts payable and accrued liabilities. The carrying
     value of these financial instruments approximates their fair value because
     of the short maturity of these instruments. Based upon borrowing rates
     currently available to the Company for issuance of similar debt with
     similar terms and remaining maturities, the estimated fair value of
     long-term debt approximates its carrying amount. The Company does not
     currently use derivative instruments.

Income Taxes:

     The Company uses the asset and liability method of accounting for income
     taxes. Under the asset and liability method, deferred tax assets and
     liabilities are recognized for the estimated future tax consequences
     attributable to differences between the financial statement carrying
     amounts of existing assets and liabilities and their respective tax bases.
     This method also requires the recognition of future tax benefits such as
     net operating loss carryforwards, to the extent that realization of such
     benefits is more likely than not. Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income in the
     years in which those temporary differences are expected to be recovered or
     settled. The effect on deferred tax assets and liabilities of a change in
     tax rates is recognized in income in the period that includes the enactment
     date.

     The carrying value of the Company's net deferred tax assets assumes that
     the Company will be able to generate sufficient future taxable income in
     certain tax jurisdictions, based on estimates and assumptions. If these
     estimates and related assumptions change in the future, the Company may be
     required to record additional valuation allowances against its deferred tax
     assets resulting in additional income tax expense in the Company's
     consolidated statement of operations. Management evaluates the
     realizability of the deferred tax assets and assesses the adequacy of the
     valuation allowance quarterly. Likewise, in the event that the Company was
     to determine that it would be able to realize its deferred tax assets in
     the future in excess of its net recorded amount, an adjustment to the
     deferred tax assets would increase income in the period such determination
     was made.


                                       32

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings Per Share:

     Basic earnings per share is calculated by dividing net (loss) income by the
     weighted average number of common shares outstanding. Diluted earnings per
     share includes the dilutive effect of stock options, if their effect is
     dilutive, using the treasury stock method.

     A reconciliation of the weighted average number of shares outstanding used
     in the computation of the basic and diluted earnings per share for each of
     the following years is as follows:


<TABLE>
<CAPTION>
                                                     YEARS ENDED
                                             -------------------------------
                                             MARCH 31,  APRIL 1,    APRIL 2,
                                               2002       2001        2000
                                             --------   --------    --------
                                                     (in thousands)
<S>                                           <C>        <C>        <C>   
     Weighted average shares (basic) ....     44,010     43,029     40,659
     Effect of dilutive stock options ...         --      1,723      2,163
                                              ------     ------     ------
     Weighted average shares (diluted) ..     44,010     44,752     42,822
                                              ======     ======     ======
</TABLE>


     At March 31, 2002, options to purchase approximately 6.6 million shares
     were outstanding but not included in the computation of diluted earnings
     per share as the net loss for the fiscal year ended March 31, 2002 would
     have made their effect anti-dilutive. At April 1, 2001 and April 2, 2000,
     options to purchase approximately 2.5 million and 7,000 shares,
     respectively, were outstanding but not included in the computation of
     diluted earnings per share because the exercise prices of the options were
     greater than the average market prices of the Company's common stock during
     those periods.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of:

     The Company accounts for impairment of long-lived assets in accordance with
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed of." This statement requires that
     long-lived assets and certain identifiable intangibles be reviewed for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to undiscounted future net cash flows expected to be
     generated by the asset. If such assets are considered to be impaired, the
     impairment to be recognized is measured by the amount by which the carrying
     amount of the assets exceeds the fair value of the assets. Assets to be
     disposed of are reported at the lower of the carrying amount or fair value
     less costs to sell. This Statement has not had a material impact on the
     Company's financial position, results of operations, or liquidity.

Stock Option Plans:

     The Company accounts for its stock-based compensation under the provisions
     of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
     to Employees" and related interpretations and provides disclosure related
     to its stock-based compensation under the provisions of SFAS No. 123,
     "Accounting for Stock-Based Compensation."


                                       33

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Comprehensive (Loss) Income:

     The Company accounts for comprehensive (loss) income in accordance with the
     provisions of SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
     is a financial statement presentation standard, which requires the Company
     to disclose non-owner changes included in equity but not included in net
     income or loss. There were no differences between net income and
     comprehensive income for fiscal 2002, 2001 and 2000.

Recent Accounting Pronouncements:

     In July 2001, the Financial Accounting Standards Board (FASB) issued
     Statements No. 141, "Business Combinations" (SFAS 141), and No. 142,
     "Goodwill and Other Intangibles" (SFAS 142). SFAS 141 requires the use of
     the purchase method of accounting and eliminates the use of the
     pooling-of-interest method of accounting for business combinations. SFAS
     141 also requires that the Company recognize acquired intangible assets
     apart from goodwill if the acquired intangible assets meet certain
     criteria. SFAS 141 applies to all business combinations initiated after
     June 30, 2001 and for purchase business combinations completed on or after
     July 1, 2001. The Company has adopted the provisions of SFAS 141.

     Statement of Financial Accounting Standards No. 144,"Accounting for the
     Impairment or Disposal of Long-Lived Assets"("SFAS 144"), issued in October
     2001, addresses financial accounting and reporting for the impairment or
     disposal of long-lived assets. SFAS 144, which applied to all entities, is
     effective for fiscal years beginning after December 15, 2001. The Company
     does not expect the implementation of SFAS 144 to have a material impact on
     its financial condition or results of operations.

NOTE 2    ACQUISITIONS

AIMTA, INC.

On March 15, 2001, the Company completed its acquisition of Aimta, Inc., a
developer of Low Temperature Co-fired Ceramics (LTCC) for wireless handsets for
a purchase price of approximately $7.0 million in cash. The transaction was
accounted for as a purchase and Aimta's results since the date of acquisition
have been included in the accompanying statements of operations. In connection
with the Aimta acquisition, the Company recorded a non-recurring charge of $2.5
million for in-process research and development. The purchase price in excess of
the fair value of net tangible and identifiable intangible assets was recorded
as goodwill in the amount of $4.2 million.

NETWORK DEVICE, INC.

On April 24, 2000, the Company completed its acquisition of privately-held
Network Device, Inc. ("NDI") based in Sunnyvale, California. Approximately 2.67
million shares of common stock of the Company were exchanged for all outstanding
shares of NDI. Approximately 185,000 shares of Company stock were reserved for
the conversion of NDI stock options into Company options.

The acquisition has been accounted for as a pooling-of-interests and
accordingly, all prior period consolidated financial statements and related
notes to the consolidated financial statements have been restated to include the
combined results of operations, financial position and cash flows of NDI. Prior
to the merger, NDI's fiscal year ended on September 30. In recording the
business combination, NDI's prior period financial statements have been restated
to conform with the Company's year end.


                                       34

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2    ACQUISITIONS (CONTINUED)

The following information presents certain income statement data of the separate
companies for the prior period reflected:

                                           YEAR ENDED
                                         -------------
                                            APRIL 2,
                                              2000    
                                         -------------
                                         (in thousands)
Net sales:
    Alpha Industries, Inc..............    $ 184,705
    Network Device, Inc................        2,642
    Adjustments/ Eliminations..........         (945)
                                           ---------
                                           $ 186,402
                                           =========
Net income (loss):
    Alpha Industries, Inc..............    $  24,380
    Network Device, Inc................       (9,299)
    Adjustments/Eliminations...........        2,901
                                           ---------
                                           $ 17,982

The effects of conforming NDI's accounting policies to those of the Company were
not material.

NOTE 3     INVENTORIES

                                           MARCH 31,    APRIL 1,
Inventories consisted of the following:      2002        2001
                                           ---------    --------
                                                (in thousands)

Raw materials ...........................  $ 3,555      $ 5,187
Work-in-process .........................    5,882        7,868
Finished goods ..........................    2,781        2,606
                                           -------      -------
                                           $12,218      $15,661
                                           =======      =======

NOTE 4    BORROWING ARRANGEMENTS AND COMMITMENTS

LONG-TERM DEBT

                                                    MARCH 31,   APRIL 1,
Long-term debt consisted of the following:            2002       2001
                                                    ---------   --------
                                                      (in thousands)
  
  CDBG Grant ..................................       $235        $364
                                                      ----        ----
      Less - current maturities ...............        129         129
                                                      ----        ----
                                                      $106        $235
                                                      ====        ====


                                       35

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4    BORROWING ARRANGEMENTS AND COMMITMENTS  (CONTINUED)

The Company obtained a ten-year $960,000 loan from the State of Maryland under
the Community Development Block Grant program. Quarterly payments are due
through December 2003 and represent principal plus interest at 5% of the
unamortized balance.

Aggregate annual maturities of long-term debt are as follows:

           FISCAL YEAR
           -----------
                                    (in thousands)
           2003....................   $   129
           2004....................       106
                                      -------
                                      $   235
                                      =======

NOTE 5    INCOME TAXES

(Loss) income before income taxes consisted of:


<TABLE>
<CAPTION>
                                     YEARS ENDED
                        ------------------------------------
                        MARCH 31,      APRIL 1,     APRIL 2,
                         2002           2001          2000
                        --------       -------      -------
                                   (in thousands)
<S>                     <C>            <C>          <C>    
     Domestic ....      $(27,294)      $49,270      $26,929
     Foreign .....            --            --          318
                        --------       -------      -------
     Total .......      $(27,294)      $49,270      $27,247
                        ========       =======      =======
</TABLE>


The income tax provision (benefit) consisted of the following:

     FISCAL 2002        CURRENT     DEFERRED      TOTAL
     -----------        -------     --------     -------
                                (in thousands)

     Federal ..........  $    --    $(7,752)     $(7,752)
     State ............      154     (1,410)      (1,256)
                         -------    -------      -------
     Total ............  $   154    $(9,162)     $(9,008)
                         =======    =======      =======

     FISCAL 2001        CURRENT     DEFERRED      TOTAL
     -----------        -------     --------     -------
                                (in thousands)

     Federal ..........  $16,921    $(1,757)     $15,164
     State ............      872       (139)         733
                         -------    -------      -------
     Total ............  $17,793    $(1,896)     $15,897
                         =======    =======      =======

      FISCAL 2000        CURRENT     DEFERRED     TOTAL
      -----------        -------     --------    -------
                               (in thousands)

     Federal ..........  $ 8,202    $   760      $ 8,962
     State ............      305       (101)         204
     Foreign ..........       99         --           99
                         -------    -------      -------
     Total ............  $ 8,606    $   659      $ 9,265
                         =======    =======      =======


                                       36

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5    INCOME TAXES (CONTINUED)

Income tax (benefit) expense for income taxes is different from that which would
be obtained by applying the statutory federal income tax rate of 35% to pretax
income as a result of the following:


<TABLE>
<CAPTION>
                                                                           YEARS ENDED
                                                           ----------------------------------------
                                                           MARCH 31,       APRIL 1,        APRIL 2,
                                                             2002            2001           2000
                                                           ---------       --------        -------
                                                                        (in thousands)
<S>                                                         <C>            <C>             <C>    
Tax (benefit) expense at U.S. statutory rate ........       $(9,553)       $ 17,245        $ 9,536
Loss on foreign investment ..........................            --            (560)            --
Foreign sales corporation ...........................            --            (600)          (416)
Foreign tax rate difference .........................            --              --            (12)
Nondeductible transaction expenses ..................         1,436             625             --
Nondeductible in-process research and development ...           875              --             --
Utilization of research and development credit ......          (989)         (1,883)            --
State income taxes, net of federal benefit ..........          (816)            477            133
Change in valuation allowance .......................           255           1,011             40
Net U.S. tax on distribution of foreign earnings ....            --              --            216
Other, net ..........................................          (216)           (418)          (232)
                                                            -------        --------        -------
Total ...............................................       $(9,008)       $ 15,897        $ 9,265
                                                            =======        ========        =======
</TABLE>



Total income tax (benefit) expense was allocated as follows:


<TABLE>
<CAPTION>
                                                                                YEARS ENDED
                                                                   ----------------------------------------
                                                                   MARCH 31,       APRIL 1,        APRIL 2,
                                                                     2002            2001            2000
                                                                   --------        --------        --------
                                                                                (in thousands)
<S>                                                                <C>             <C>             <C>    
Income from continuing operations ..........................       $ (9,008)       $ 15,897        $ 9,265
Stockholders' equity, for compensation expense for tax
  purposes in excess of amounts recognized for financial
  reporting purposes .......................................         (4,878)        (14,840)        (7,027)
                                                                   --------        --------        -------
Total ......................................................       $(13,886)       $  1,057        $ 2,238
                                                                   ========        ========        =======
</TABLE>



                                       37

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5    INCOME TAXES (CONTINUED)

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are as follows:


<TABLE>
<CAPTION>
                                                                                             MARCH 31,     APRIL 1,
                                                                                               2002          2001
                                                                                             --------      --------
                                                                                                  (in thousands)
<S>                                                                                          <C>           <C>     
Deferred tax assets:
  Accounts receivable due to reserve for bad debts ......................................    $    445      $    340
  Inventories due to reserves and inventory capitalization ..............................       2,476         2,786
  Accrued liabilities ...................................................................         772         2,101
  Deferred compensation .................................................................         878           889
  Federal net operating loss carryforwards ..............................................      18,052         2,883
  Minimum tax credit, state tax credit and state tax net operating loss carryforwards ...       7,399         4,825
                                                                                             --------      --------
    Total gross deferred tax assets .....................................................      30,022        13,824
    Less valuation allowance ............................................................      (2,136)       (1,881)
                                                                                             --------      --------
    Net deferred tax assets .............................................................      27,886        11,943
                                                                                             --------      --------
Deferred tax liabilities:
  Property, plant and equipment due to depreciation .....................................      (7,825)       (5,871)
  Net U.S. tax on distribution of foreign earnings ......................................        (216)         (216)
                                                                                             --------      --------
    Total gross deferred tax liability ..................................................      (8,041)       (6,087)
                                                                                             --------      --------
Net deferred tax assets .................................................................    $ 19,845      $  5,856
                                                                                             ========      ========
</TABLE>


Deferred income taxes are presented in the accompanying consolidated balance
sheets as follows:


<TABLE>
<CAPTION>
                                                    MARCH 31,         APRIL 1,
                                                      2002              2001
                                                    --------          --------
                                                           (in thousands)
<S>                                                 <C>               <C>     
Current deferred tax assets.......................  $  3,724          $  9,668
Non-current deferred tax assets (liabilities).....    16,121            (3,812)
                                                    --------          --------
    Net deferred tax assets ......................  $ 19,845          $  5,856
                                                    ========          ========
</TABLE>


As of March 31, 2002, the Company has available for income tax purposes
approximately $51.6 million in federal net operating loss carryforwards (NOLs).
NOLs of approximately $7.6 million relate to operating losses of NDI, which was
acquired on April 24, 2000. These losses are subject to an annual limitation and
begin to expire in fiscal year 2018. In addition, the Company has federal
alternative minimum tax credits, state tax credit carryforwards and state tax
NOL carryforwards of approximately $865,000, $1 million and $2.9 million,
respectively, that are available to reduce future federal and state regular
income taxes over an indefinite period. The Company also has research and
development credits of approximately $2.6 million that will begin to expire in
fiscal year 2012. The Company has established a valuation allowance against
deferred tax assets which may not be realized due to the expiration of certain
state tax net operating losses. The valuation allowance for deferred tax assets
as of March 31, 2002 and April 1, 2001 was $2.1 million and $1.9 million,
respectively. The net change in the total valuation allowance for the years
ended March 31, 2002 and April 1, 2001 was an increase of $255,000 and $1.0
million, respectively. The Company believes that it is more likely than not that
future taxable income will be sufficient to fully utilize the remaining deferred
tax assets.


                                       38

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6     COMMON STOCK

LONG-TERM INCENTIVE PLANS

The Company adopted a long-term incentive plan in 1999 pursuant to which
non-qualified stock options may be granted. The Company also adopted a long-term
incentive plan in 1996 pursuant to which stock options, with or without stock
appreciation rights, may be granted and restricted stock awards and book value
awards may be made.

     Common Stock Options

     These options may be granted in the form of incentive stock options or
     non-qualified stock options. The option price may vary but shall not be
     less than the greater of fair market value or par value. The option term
     may not exceed ten years. The options may be exercised in cumulative annual
     increments commencing one year after the date of grant. A total of
     15,910,000 shares are authorized for grant under the Company's long-term
     incentive plans. The number of common shares reserved for granting of
     future awards was 3,546,004 at March 31, 2002.

     Restricted Stock Awards

     No restricted shares of the Company's common stock were issued during
     fiscal 2002, 2001 and 2000. Unearned compensation - restricted stock was
     fully amortized at April 2, 2000. Unearned compensation expense amounted to
     $14,000 in fiscal 2000.


                                       39

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6     COMMON STOCK (CONTINUED)

     A summary of stock option and restricted stock award transactions follows:


<TABLE>
<CAPTION>
                                                                   WEIGHTED AVERAGE
                                                                   EXERCISE PRICE OF
                                                     SHARES        SHARES UNDER PLAN
                                                   ----------      -----------------

<S>                                                 <C>              <C>      
Balance outstanding at March 28, 1999 ......        3,357,098        $    2.83
                                                   ----------

    Granted ................................        1,441,400            17.37
    Exercised ..............................       (1,075,106)            2.79
    Restricted .............................          (32,134)           --
    Cancelled ..............................         (168,620)            6.57
                                                   ----------

Balance outstanding at April 2, 2000 .......        3,522,638             8.99
                                                   ----------

    Granted ................................        2,403,497            37.57
    Exercised ..............................         (884,458)            6.88
    Restricted .............................               --            --
    Cancelled ..............................         (274,604)           27.20
                                                   ----------

Balance outstanding at April 1, 2001 .......        4,767,073            22.75
                                                   ----------

    Granted ................................        2,659,396            15.47
    Exercised ..............................         (659,211)            6.17
    Restricted .............................               --            --
    Cancelled ..............................         (533,099)           20.23
                                                   ----------

 Balance outstanding at March 31, 2002 .....        6,234,159        $   21.25
                                                   ==========
</TABLE>


Options exercisable at the end of each fiscal year:


<TABLE>
<CAPTION>
                                                           WEIGHTED AVERAGE
                                                 SHARES     EXERCISE PRICE
                                               ---------   ----------------
<S>                                            <C>              <C>   
2002.........................................  1,330,572        $19.16
2001.........................................    794,275        $ 6.86
2000.........................................    858,346        $ 5.81
</TABLE>



                                       40

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6    COMMON STOCK (CONTINUED)

The following table summarizes information concerning currently outstanding and
exercisable options as of March 31, 2002:


<TABLE>
<CAPTION>
                                    WEIGHTED
                                    AVERAGE         WEIGHTED                         WEIGHTED
                                    REMAINING        AVERAGE                         AVERAGE
   RANGE OF             NUMBER     CONTRACTUAL     OUTSTANDING       OPTIONS         EXERCISE
EXERCISE PRICES      OUTSTANDING   LIFE (YEARS)    OPTION PRICE    EXERCISABLE        PRICE
---------------      -----------   ------------    ------------    -----------       ---------
<S>                  <C>              <C>          <C>               <C>           <C>      
$ 0.92 - $10.00        1,021,466        5.82         $  3.84           591,702         $  3.44
$10.01 - $20.00        2,791,840        8.78         $ 14.83           181,815         $ 15.95
$20.01 - $30.00          654,619        8.70         $ 26.60           128,775         $ 27.81
$30.01 - $40.00          737,134        8.47         $ 32.02           177,014         $ 32.07
$40.01 - $50.00        1,001,800        8.07         $ 44.49           242,961         $ 44.52
$50.01 - $60.00           20,200        8.06         $ 55.06             5,630         $ 55.25
$60.01 - $66.00            7,100        7.97         $ 65.07             2,675         $ 65.34
                       ---------        ----         -------         ---------         -------
                       6,234,159        8.13         $ 21.25         1,330,572         $ 19.16
                       =========        ====         =======         =========         =======
</TABLE>


STOCK OPTION PLANS FOR NON-EMPLOYEE DIRECTORS

The Company has three stock option plans for non-employee directors -- the 1994
Non-Qualified Stock Option Plan, the 1997 Non-Qualified Stock Option Plan and
the Directors' 2001 Stock Option Plan. Under the three plans, a total of 700,000
shares have been authorized for option grants. The three plans have
substantially similar terms and conditions and are structured to provide options
to non-employee directors as follows: a new Director receives a total of 45,000
options upon becoming a member of the Board; and continuing Directors receive
15,000 options after each Annual Meeting of Shareholders. Under these plans, the
option price is the fair market value at the time the option is granted.
Beginning in fiscal 2001, all options granted become exercisable 25% per year
beginning one year from the date of grant. Options granted prior to fiscal 2001
become exercisable at a rate of 20% per year beginning one year from the date of
grant. During fiscal 2002, 105,000 options were granted under these plans at a
price of $25.82. During fiscal 2001, 45,000 options were granted under these
plans at a price of $36.50. During fiscal 2000, 105,000 options were granted
with 45,000 granted at a price of $16.36 and 60,000 granted at a price of
$27.28. At March 31, 2002, a total of 546,000 options, net of cancellations,
have been granted under these three plans. During fiscal 2002, no options were
exercised under these plans. At March 31, 2002, 369,000 shares were outstanding
and 111,000 shares were exercisable.

STOCK PURCHASE PLAN

The Company maintains an employee stock purchase plan. Under the plan, eligible
employees may purchase common stock through payroll deductions of up to 10% of
compensation. The price per share is the lower of 85% of the market price at the
beginning or end of each six-month offering period. The plan provides for
purchases by employees of up to an aggregate of 900,000 shares through December
31, 2006. Shares of 33,658, 20,904 and 21,086 were purchased under this plan in
fiscal 2002, 2001 and 2000, respectively.


                                       41

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6    COMMON STOCK (CONTINUED)

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations in accounting for its
stock option and employee stock purchase plans. Had compensation cost for the
Company's stock option and stock purchase plans been determined based upon the
fair value at the grant date for awards under these plans consistent with the
methodology prescribed under SFAS No. 123, "Accounting for Stock-based
Compensation," the Company's net (loss) income would have been as follows:


<TABLE>
<CAPTION>
                                                                       YEARS ENDED
                                                        -------------------------------------------
                                                         MARCH 31,       APRIL 1,         APRIL 2,
                                                           2002            2001             2000
                                                        ----------       ---------       ----------
                                                                      (in thousands)
<S>                                                     <C>               <C>            <C>      
Net (loss) income ...................... As reported    $ (18,286)        $ 33,373       $  17,982
                                                        ==========        ========       =========
                                         Pro forma      $ (29,196)        $ 25,958       $  15,088
                                                        ==========        ========       =========
Net (loss) income per share diluted..... As reported    $   (0.42)        $   0.75       $    0.42
                                                        ==========        ========       =========
                                         Pro forma      $   (0.66)        $   0.58       $    0.35
                                                        ==========        ========       =========
</TABLE>


The effect of applying SFAS No. 123 as shown in the above pro forma disclosure
is not representative of the pro forma effect on net income in future years
because it does not take into consideration pro forma compensation expense
related to grants made prior to fiscal year 1996.

The fair value of each option grant was estimated on the grant date using the
Black Scholes Option Pricing Model with the following weighted average
assumptions:


<TABLE>
<CAPTION>
                                        2002       2001      2000
                                        ----       ----      ----
<S>                                       <C>       <C>        <C>
Expected volatility ...............      75%       125%       69%
Risk free interest rate ...........     3.5%        5%        6%
Dividend yield ....................      --         --        --
Expected option life (years) ......       3          3         3
</TABLE>


Weighted average fair value of options granted during the year:

2002..............................    $ 5.34
2001..............................    $ 7.46
2000..............................    $ 5.02


                                       42

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7    EMPLOYMENT BENEFIT PLAN

The Company maintains a 401(k) plan covering substantially all of its employees.
All of the Company's employees who are at least 21 years old are eligible to
receive a Company contribution. Discretionary Company contributions are
determined by the Board of Directors and may be in the form of cash or the
Company's stock. The Company contributes a match of 100% of the first 1% and a
50% match on the next 4% of an employee's salary for employees with 5 years or
less of service. For employees with more than 5 years of service, the Company
contributes a 100% match on the first 1% and a 75% match on the next 5% of an
employee's salary. For fiscal 2002, 2001 and 2000, the Company contributed
70,155, 55,500 and 39,374 shares, respectively, of the Company's common stock
valued at $1.4 million, $1.5 million and $1.2 million, to fund the Company's
obligation under the 401(k) plan. 

NOTE 8    COMMITMENTS AND CONTINGENCIES The

Company has various operating leases primarily for computer equipment and
buildings. Rent expense amounted to $1.7 million in fiscal 2002, fiscal 2001 and
fiscal 2000, respectively. Purchase options may be exercised at various times
for some of these leases. Future minimum payments under these noncancelable
leases are as follows:

     FISCAL YEAR                              (in thousands)
     -----------                              --------------
     2003  ...................................   $ 1,587
     2004  ...................................       974
     2005  ...................................       845
     2006  ...................................       758
     2007  ...................................       770
     Thereafter...............................       485
                                                 -------
                                                 $ 5,419
                                                 =======

The Company and its subsidiary, Skyworks Solutions, Inc., are presently engaged
in a lawsuit filed June 6, 2002 in the United States District Court for the
Central District of California, Southern Division, by Skyworks Technologies,
Inc., alleging trademark infringement and related claims, and seeking that
Skyworks Solutions, Inc. and the Company cease use of the "Skyworks" name, and
related relief and damages. The Company and its subsidiary, Skyworks Solutions,
Inc. expect to file an answer to the plaintiff's complaint. We believe that this
claim is without merit and intend to vigorously defend this action.

The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.


                                       43

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9    RELATED PARTY TRANSACTIONS

The Company has had transactions in the normal course of business with various
related parties. Scientific Components Corporation, a beneficial owner of the
Company's common stock during fiscal 2000, purchased approximately $7.4 million
of products during fiscal 2000. Scientific Components Corporation was not a
beneficial owner of the Company's common stock during fiscal 2002 or fiscal
2001. 

NOTE 10   SEGMENT INFORMATION

The Company designs, develops, manufactures and markets proprietary radio
frequency, microwave frequency and millimeter wave frequency integrated
circuits, discrete semiconductors and integrated modules for the wireless and
broadband communications markets. The Company also designs, develops,
manufactures and markets proprietary technical ceramic and magnetic products for
the wireless infrastructure and broadband markets. 

The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for the
way public business enterprises report information about operating segments in
annual financial statements and in interim reports to shareholders. The method
for determining what information to report is based on the way that management
organizes the segments within the Company for making operating decisions and
assessing financial performance. In evaluating financial performance, management
uses sales and operating profit as the measure of the segments' profit or loss.

During the Company's second quarter ended October 1, 2000, the Company
reorganized into two reportable segments based on management's methods of
evaluating operations and performance. The reportable segments are:
Semiconductor Products and Ceramic Products. The Semiconductor Products segment
is comprised of two of the Company's former segments: Wireless Semiconductor
Products and Application Specific Products. A description of the reportable
segments follows:

Semiconductor Products:

The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets.

Ceramic Products:

The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products primarily for the global wireless infrastructure and broadband
markets.


                                       44

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10   SEGMENT INFORMATION (CONTINUED)

The table below presents selected financial data by business segment for fiscal
2001, 2000 and 1999. The accounting policies of the segments are the same as
those described in the "Summary of Significant Accounting Policies."


<TABLE>
<CAPTION>
                                                  YEARS ENDED
                                   ------------------------------------------
                                   MARCH 31,        APRIL 1,         APRIL 2,
                                     2002             2001             2000
                                   ---------        ---------        --------
NET SALES                                       (in thousands)
---------
<S>                                <C>              <C>              <C>     
Semiconductor Products .....       $ 102,233        $ 224,560        $150,348
Ceramic Products ...........          24,269           47,008          36,054
                                   ---------        ---------        --------
                                   $ 126,502        $ 271,568        $186,402
                                   =========        =========        ========
OPERATING (LOSS) INCOME
-----------------------
Semiconductor Products .....       $ (28,122)       $  35,282        $ 16,761
Ceramic Products ...........            (556)           7,164           4,632
Merger-related expenses ....          (4,146)          (1,786)             --
                                   ---------        ---------        --------
                                   $ (32,824)       $  40,660        $ 21,393
                                   =========        =========        ========
</TABLE>



<TABLE>
<CAPTION>
                                    MARCH 31,      APRIL 1,
                                      2002,          2001
                                    --------       --------
NET LONG-LIVED ASSETS                  (in thousands)
---------------------
<S>                                 <C>            <C>     
Semiconductor Products ......       $118,256       $ 97,568
Ceramic Products ............         16,100         16,628
                                    --------       --------
                                    $134,356       $114,196
                                    ========       ========
TOTAL ASSETS
------------
Semiconductor Products ......       $145,734       $138,614
Ceramic Products ............         25,326         29,217
Corporate ...................        145,059        169,188
                                    --------       --------
                                    $316,119       $337,019
                                    ========       ========
</TABLE>


Customer Concentration:

During fiscal year 2002, one customer accounted for 31% of the Company's total
net sales. During fiscal year 2001, two customers accounted for 26% and 11%,
respectively of the Company's total sales. In fiscal 2000, one customer
accounted for 34% of the Company's total net sales. In fiscal 2002, net sales to
the Company's 15 largest customers accounted for 67% of total net sales. In
fiscal 2001 and fiscal 2000, net sales to the Company's 15 largest customers
accounted for 69% and 65%, respectively, of total net sales. As of March 31,
2002 and April 1, 2001, one customer accounted for approximately 25% and 16%,
respectively, of the Company's gross accounts receivable.


                                       45

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10   SEGMENT INFORMATION (CONTINUED)

Geographic Information

Sales include export sales primarily to Europe and Asia of $69.8 million, $133.7
million and $84.8 million, in fiscal 2002, 2001 and 2000, respectively. During
fiscal 2001, the Company closed its sales subsidiary in the United Kingdom. This
sales subsidiary was in operation during fiscal 2000. The following table shows
certain financial information relating to the Company's operations in various
geographic areas:


<TABLE>
<CAPTION>
                                                     YEARS ENDED
                                       -------------------------------------------
                                       MARCH 31,        APRIL 1,         APRIL 2,
                                          2002            2001             2000
                                       ---------        ---------        ---------
                                                     (in thousands)
<S>                                    <C>              <C>              <C>      
Net sales
  United States
     Customers .................       $ 126,502        $ 271,510        $ 180,576
     Intercompany ..............              --               18            4,698
  Europe
     Customers .................              --               58            5,826
  Eliminations .................              --              (18)          (4,698)
                                       ---------        ---------        ---------
Net sales ......................       $ 126,502        $ 271,568        $ 186,402
                                       =========        =========        =========

(Loss) Income before taxes
  United States ................       $ (27,421)       $  49,260        $  26,929
  Europe .......................             127               10              318
                                       ---------        ---------        ---------
Income before taxes ............       $  27,294        $  49,270        $  27,247
                                       =========        =========        =========

Assets
  United States ................       $ 312,851        $ 333,626        $ 276,540
  Europe .......................           3,268            3,393            4,484
                                       ---------        ---------        ---------
Total assets ...................       $ 316,119        $ 337,019        $ 281,024
                                       =========        =========        =========
</TABLE>


Substantially all of the Company's long-lived assets were located in the United
States as of March 31, 2002.


                                       46

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11     QUARTERLY FINANCIAL DATA (UNAUDITED)

(In thousands, except per share data)


<TABLE>
<CAPTION>
                                     FIRST       SECOND         THIRD      FOURTH
                                    QUARTER      QUARTER       QUARTER     QUARTER     YEAR
===============================================================================================

<S>                                <C>           <C>          <C>         <C>        <C>      
FISCAL 2002
  Sales ........................   $  32,221     $ 33,001     $ 33,090    $ 28,190   $ 126,502
  Gross profit .................       8,796       10,643       11,155       6,304      36,898
  Net loss .....................      (3,920)      (2,587)      (3,280)     (8,499)    (18,286)
  Per share data(1)
     Net loss basic ............        (.09)        (.06)        (.07)       (.19)       (.42)
     Net loss diluted ..........        (.09)        (.06)        (.07)       (.19)       (.42)
  Market price range
     High ......................       29.70        40.36        30.05       22.92       40.36
     Low .......................       13.56        18.72        16.55       15.25       13.56

FISCAL 2001
  Sales ........................   $  65,688     $ 73,201     $ 78,684    $ 53,995   $ 271,568
  Gross profit .................      29,538       33,747       36,358      20,293     119,936
  Net income ...................       7,841       10,567       11,580       3,385      33,373
  Per share data(1)
     Net income basic ..........         .18          .25          .27         .08         .78
     Net income diluted ........         .18          .24          .26         .08         .75
  Market price range
     High ......................       63.88        50.44        54.00       35.94       63.88
     Low .......................       35.00        32.00        24.75       13.94       13.94

===============================================================================================
</TABLE>


The Company's common stock is traded on the NASDAQ National Market under the
symbol AHAA. The number of stockholders of record as of May 31, 2002 was
approximately 930.

     (1)  Earnings per share calculations for each of the quarters are based on
          the weighted average number of shares outstanding and included common
          stock equivalents in each period. Therefore, the sums of the quarters
          do not necessarily equal the full year earnings per share.


                                       47

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12   MERGER WITH CONEXANT SYSTEMS, INC.'S WIRELESS BUSINESS

On December 16, 2001, the Company, Conexant Systems, Inc. (Conexant) and
Washington Sub, Inc. (Washington), a wholly owned subsidiary of Conexant,
entered into a definitive agreement providing for the combination of Conexant's
wireless business with the Company. Under the terms of the agreement, Conexant
would spin off its wireless business, including its gallium arsenide wafer
fabrication facility located in Newbury Park, California, but excluding certain
assets and liabilities, to be followed immediately by a merger of this wireless
business into the Company with the Company as the surviving company in the
merger. This merger was completed on June 25, 2002. Following the merger, the
Company changed its corporate name to Skyworks Solutions, Inc.

Immediately after the merger, the Company had approximately 140 million fully
diluted shares outstanding, with current shareholders of the Company owning
approximately 33 percent and current shareholders of Conexant owning
approximately 67 percent of the Company's outstanding shares on a fully diluted
basis.

The merger is to be accounted for as a reverse acquisition whereby Washington is
treated as the acquirer and Alpha as the acquiree primarily because Conexant
shareholders owned a majority of the combined company upon completion of the
merger. Under a reverse acquisition, the purchase price of Alpha is based upon
the fair market value of Alpha common stock for a reasonable period of time
before and after the announcement date of the merger and the fair value of Alpha
stock options. The purchase price of Alpha will be allocated to the assets
acquired and liabilities assumed by Washington, as the acquiring company for
accounting purposes, based upon their estimated fair market value at the
acquisition date.  The historical carrying value of the assets, liabilities and
stockholders' equity included in these financial statements may be revised
significantly as a result of the merger transaction. Information regarding these
changes is not available at this time.

Immediately following completion of the merger, the Company purchased Conexant's
semiconductor assembly, module manufacturing and test facility located in
Mexicali, Mexico, and certain related operations (the Mexicali operations) for
$150 million.  This purchase price was paid with short-term promissory notes
delivered by the Company to Conexant, which are secured by all of the assets of
the Company.  Unless paid earlier at the option of the Company or pursuant to
mandatory prepayment provisions in the financing agreement, fifty percent of the
principal portion of the short-term promissory notes is due on March 24, 2003,
and the remaining fifty percent of the notes is due on June 24, 2003.

In addition, the combined company has incurred expenses and has assumed
obligations as a result of this merger.  The Company estimates that these
expenses and obligations will require cash of approximately $80 million to $90
million and the issuance of a warrant to purchase approximately one million
shares of the Company's common stock.  These amounts are primarily associated
with transaction and merger costs, deposits, and restructuring costs.  The
combined company will recognize a charge related to these expenses and
obligations of approximately $20 to $30 million in the quarter ended June 28,
2002.  These amounts represent the current estimates of management based on the
information available at this time and are subject to change.

In addition to the short-term promissory notes related to the Company's purchase
of the Mexicali operations, Conexant committed to make a short-term $100 million
revolving loan facility available to the Company to fund the Company's working
capital and other requirements.  $75 million of this facility will be available
on or after July 10, 2002, and the remaining $25 million balance of the
revolving facility will be available if the Company has more than $150 million
of eligible domestic receivables.  The entire principal of any revolving amounts
borrowed is due on June 24, 2003.

                                       48

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13   SUBSEQUENT EVENTS 

On June 13, 2002, the Company's stockholders approved an amendment to the 
Company's 1996 Long-Term Incentive Plan to increase the number of shares of 
common stock that may be issued under the plan by 1,885,000 shares (from 
4,200,000 shares to 6,085,000 shares).

On June 13, 2002, the Company's stockholders also approved an amendment to the 
Company's Directors 2001 Stock Option Plan to increase the number of shares of 
common stock that may be issued under the plan by 315,000 shares (from 250,000 
shares to 565,000 shares).


                                       49

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Alpha Industries, Inc.:

We have audited the consolidated financial statements of Alpha Industries, Inc.
and subsidiaries as listed in the accompanying index under Item 8. In connection
with our audits of the consolidated financial statements, we have also audited
the financial statement schedule as listed in the accompanying index under Item
14. These consolidated financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the
financial position of Alpha Industries, Inc. and subsidiaries at March 31, 2002
and April 1, 2001, and the results of their operations and their cash flows for
each of the years in the three-year period ended March 31, 2002 in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

KPMG LLP
Boston, Massachusetts
April 30, 2002, except for Notes 12 and 13, which are as of June 25, 2002



                                       50

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


I
TEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE 

None. 


                                    PART III


ITEM 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to our directors
and executive officers during fiscal 2002:

    NAME                   AGE  POSITION
    ----                   ---  --------
    George S. Kariotis     79   Chairman Emeritus and Director
    Thomas C. Leonard      67   Chairman of the Board of Directors
    David J. Aldrich       45   President, Chief Executive Officer and Director
    Paul E. Vincent        54   Vice President, Treasurer, Secretary and Chief 
                                  Financial Officer
    Richard Langman        55   Vice President and President of Trans-Tech, Inc.
    Liam K. Griffin        35   Vice President, Sales and Marketing
    Ding-Yuan Day          51   Vice President, Process Development
    Ljubisa Ristic         51   Vice President, Technology and Business 
                                  Development
    Timothy R. Furey       44   Director
    James W. Henderson     59   Director
    David J. McLachlan     63   Director
    Arthur Pappas          66   Director
    Sidney Topol           77   Director

No officer was elected pursuant to any arrangement or understanding.

George S. Kariotis was elected Chairman Emeritus in April 2000. Prior to this
election, Mr. Kariotis served as Chairman of the Board and Chief Executive
Officer from our inception in 1962 to 1978, and, from 1974 to 1978, he was also
our Treasurer. From 1979 to 1983, Mr. Kariotis was the Secretary of Manpower
Development and Economic Affairs for the Commonwealth of Massachusetts. He was
re-elected Chairman of the Board in 1983 and Chief Executive Officer in 1985.
Mr. Kariotis resigned as Chief Executive Officer in July 1986 while he
campaigned for public office. He resumed his position as Chief Executive Officer
in November 1986, and served in that capacity until 1991. Mr. Kariotis served as
Chairman of the Board since his re-election in 1983 up until his election to
Chairman Emeritus in April 2000. Mr. Kariotis has been a Director since 1962 and
continues to serve in that capacity.

Thomas C. Leonard was elected Chairman of the Board in April 2000. Prior to his
election, Mr. Leonard served as Chief Executive Officer since July 1996. Mr.
Leonard also served as our President from July 1996 to September 1999. In August
1996, Mr. Leonard was elected a Director. Mr. Leonard joined us in 1992 as a
division General Manager, and, in 1994, he was elected a Vice President. Mr.
Leonard has over 30 years 


                                       51

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

experience in the microwave industry, having held a variety of executive and
senior level management and marketing positions at M/A-COM, Inc., Varian
Associates, Inc. and Sylvania.

David J. Aldrich was elected President, Chief Executive Officer and a member of
the Board of Directors in April 2000. Mr. Aldrich joined us in 1995 as Vice
President, Chief Financial Officer and Treasurer. He served as Vice President
and General Manager of the Semiconductor Products segment until his election in
September 1999 to President and Chief Operating Officer. From 1989 to 1995, Mr.
Aldrich held senior management positions at M/A-COM, Inc., including Manager
Integrated Circuits Active Products, Corporate Vice President Strategic
Planning, Director of Finance and Administration, and Director of Strategic
Initiatives with the Microelectronics Division.

Paul E. Vincent joined us as Controller in 1979 and has been Vice President and
Chief Financial Officer since January 1997. Mr. Vincent was elected Secretary in
September 1999. Prior to joining us, Mr. Vincent worked at Applicon Incorporated
and, prior to that, Arthur Andersen & Co. Mr. Vincent is a CPA.

Richard Langman joined us in January 1997 as Vice President, and as President
and General Manager of our Trans-Tech, Inc. subsidiary. Prior to joining us, Mr.
Langman worked for Coors Ceramics Company for 23 years, holding senior executive
positions in operations and sales.

Liam K. Griffin joined us in July 2001 as Vice President, Sales and Marketing.
Previously, Mr. Griffin was employed by Vectron International, a division of
Dover Corp., as vice president of worldwide sales from 1997 to 2001, and as vice
president of North American sales from 1995 to 1997. His prior experience
included positions as a marketing manager at AT&T Microelectronics, Inc. and
product and process engineer at AT&T Network Systems.

Ding-Yuan Day joined us in April 2000, through our acquisition of Network
Device, Inc. in Sunnyvale, California as Vice President, Process Development. In
1997, Mr. Day founded and served as President and CEO of Network Device, Inc.
From 1991 to 1997, he was the section head for the Gallium Arsenide (GaAs)
Operations at the Communications Components Division, Hewlett Packard. From 1980
to 1991, he was the Senior Manager for the GaAs Power Process Development at
Avantek, Inc.

Ljubisa Ristic joined us in November 2000 as Vice President, Technology and
Business Development. Previously, Mr. Ristic worked as Director of Corporate
Business Development for ON Semiconductor, a spin-off of Motorola, where he
managed the company's business strategies and led several strategic
acquisitions. Prior to ON, Mr. Ristic spent nearly a decade in senior management
posts at Motorola, managing the company's manufacturing strategies and new
product development.

Timothy R. Furey has been CEO of Marketbridge, a privately-owned sales and
marketing strategy and technology professional services firm, since 1991. Prior
to 1991, Mr. Furey was a consultant with Boston Consulting Group, Strategic
Planning Associates, Kaiser Associates, and the Marketing Science Institute.

James W. Henderson is Vice Chairman of ACS Defense, Inc., a provider of
information technology systems and services. He was President of ACS Defense,
Inc. and a predecessor company, Analytical Systems Engineering Corporation
(ASEC) from 1976 to 2000. Prior to joining ASEC in 1973, he was a design
engineer for IBM.

David J. McLachlan was from 1989 to 1999 the Executive Vice President and Chief
Financial Officer to Genzyme Corporation, a biotechnology company. Mr. McLachlan
is currently a senior advisor to Genzyme's chairman and CEO. Prior to joining
Genzyme, Mr. McLachlan served as Vice President, Finance of Adams-Russell
Company, an electronic component supplier and cable television franchise owner.
Mr. McLachlan also serves on the Boards of Directors of Dyax Corporation, a
biotechnology company, and HEARx, Ltd., a hearing care services company.


                                       52

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

Arthur Pappas is President and Chairman of Astrodyne Corp., a manufacturer of
power supplies. He has co-founded three technology companies- Datel Systems,
Inc., a manufacturer of data conversion products, Power General Corporation, a
manufacturer of switching power supplies, and Metra-Byte Corporation, a
manufacturer of measurement and control products for personal computers.

Sidney Topol is a director of the Public Broadcasting System, President of The
Topol Group LLC,a consulting and investment company, and honorary director of
Scientific-Atlanta, Inc. He was President of Scientific-Atlanta, Inc. from 1971
to 1983, its Chief Executive Officer from 1975 to 1987 and Chairman of its Board
from 1978 to 1990. Prior to 1971, Mr. Topol held various executive positions
with Raytheon Company.


                                       53

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


ITEM 11   EXECUTIVE COMPENSATION

The following table presents information about total compensation during the
last three completed fiscal years, of the Chief Executive Officer and the four
next most highly compensated persons serving as executive officers during the
year (the "Named Executives").

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                           Long-Term 
                                             Annual Compensation      Compensation Awards
                                            ----------------------   ----------------------
           Name and               Fiscal                             Restricted   Securities        All Other
           Principal               Year       Salary       Bonus       Stock      Underlying      Compensation
           Position               Ended        ($)          ($)       Awards(#)   Options(#)         ($)(1)
--------------------------------------------------------------------------------------------------------------

<S>                              <C>        <C>          <C>         <C>          <C>             <C>    
David Aldrich .................  3/31/02    $ 351,154    $      --       --         160,000          $ 8,550
        President and CEO         4/1/01    $ 336,615    $      --       --         150,000          $ 8,550
                                  4/2/00    $ 278,269    $ 284,800       --         120,000          $ 6,839

Ding-Yuan Day  ................  3/31/02    $ 171,135    $  49,500       --          30,000          $ 5,234
         Vice President,          4/1/01     $120,577    $      --       --          74,000          $ 1,872
      Process Development

Richard Langman ..............   3/31/02    $ 244,730    $      --       --          45,000          $ 7,370
    Vice President, President     4/1/01    $ 233,846    $      --       --          42,000          $ 5,169
       of Trans-Tech, Inc.        4/2/00    $ 223,269    $ 173,000       --          20,000    (2)   $63,620

Ljubisa Ristic.................  3/31/02    $ 220,673    $  47,126       --          40,000    (2)   $47,590
   Vice President, Technology     4/1/01      $77,885    $  30,803       --          75,000          $ 1,796
    And Business Development

Paul Vincent ..................  3/31/02    $ 226,385    $      --       --          50,000          $ 8,454
    Vice President, Treasurer,    4/1/01    $ 217,462    $      --       --          60,000          $ 9,681
     Chief Financial Officer,     4/2/00    $ 190,192    $ 186,400       --          50,000          $ 8,571
            Secretary
</TABLE>


(1)  "All Other Compensation" includes premiums paid for certain relocation
     expenses (as noted), service awards and Alpha's contributions to the
     employee's 401(k) Plan account (including contributions for the fourth
     quarter of each fiscal year, which were included in the year of accrual but
     not distributed until the subsequent fiscal year).

(2)  Includes $57,858 and $41,157 for relocation expenses paid to Mr. Langman 
     and Mr. Ristic during fiscal 2000 and 2002, respectively.



                                       54

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

The following tables provide information about stock options granted and
exercised by each of the Named Executives in fiscal 2002 and the value of
options held by each at March 31, 2002:

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                             Number of      Percent of                                  Potential Realizable
                            Securities        Total                                      Value at Assumed     
                            Underlying       Options         Exercise                  Annual Rates of Stock 
                              Options       Granted to       or Base                    Price Appreciation for
                              Granted      Employees in       Price     Expiration           Option Term      
          Name                  (#)        Fiscal Year      ($/Share)      Date            5%           10%
--------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>          <C>         <C>          <C>           <C>       
David Aldrich                 160,000           5.8%         $ 13.56     4/4/2011     $1,364,752    $3,458,549
                                                                       
Ding-Yuan Day                  30,000           1.1%         $ 13.56     4/4/2011     $  255,834    $  648,334
                                                                       
Richard Langman                45,000           1.6%         $ 13.56     4/4/2011     $  383,836    $  972,717
                                                                       
Ljubisa Ristic                 40,000           1.5%         $ 13.56     4/4/2011     $  341,112    $  864,446
                                                                       
Vincent, Paul                  50,000           1.8%         $ 13.56     4/4/2011     $  426,485    $1,080,796
</TABLE>
                                                              

The options vest at a rate of 25% per year commencing one year after the date of
grant, provided the holder of the option remains employed by Alpha. Options may
not be exercised beyond three months after the holder ceases to be employed by
Alpha, except in the event of termination by reason of death, retirement or
permanent disability, in which event the option may be exercised for specific
periods not exceeding one year following termination. The assumed annual rates
of stock price appreciation stated in the table are dictated by regulations of
the Securities and Exchange Commission, and are compounded annually for the full
term of the options; actual outcomes may differ.

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR END OPTION VALUES


<TABLE>
<CAPTION>
                                                         Number of Securities            Value of Unexercised
                              Shares                          Underlying                    In-The-Money
                             Acquired                   Unexercised Options at                Options at
                                On         Value          March 31, 2002(#)               March 31, 2002($)
                             Exercise     Realized    ---------------------------    ----------------------------
        Name                    (#)         ($)       Exercisable   Unexercisable    Exercisable    Unexercisable
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>            <C>           <C>            <C>              <C>      
David Aldrich ...........     55,000      1,776,440      124,500       389,500        $  481,116       $ 800,530
Ding-Yuan Day ...........      2,718         44,140       20,406        95,900        $   59,800       $  98,298
Richard Langman .........     54,000      1,882,273      130,500        88,500        $1,530,000       $  75,915
Ljubisa Ristic ..........         --             --       18,750        96,250        $       --       $  67,480
Paul Vincent ............     24,400        844,441      149,000        39,000        $  292,488       $ 359,342
</TABLE>


The values of unexercised options in the foregoing table are based on the
difference between the $15.25 closing price of Alpha's common stock at the end
of the 2002 fiscal year on the Nasdaq National Market, and the respective option
exercise price.

EXECUTIVE COMPENSATION

Alpha's executives are eligible for awards of nonqualified stock options,
incentive stock options and restricted stock awards under Alpha's applicable
stock option plans. These stock options plans are administered by the
Compensation Committee of the Board of Directors. Generally, the exercise price
at which an executive may purchase Alpha common stock pursuant to a stock option
is the fair market value of Alpha common stock on the date of grant. Stock
options are granted subject to restrictions on vesting, with equal portions of
the total grant generally vesting over a period of four years. Alpha stock
options are subject to forfeiture (after certain grace periods) upon termination
of employment, retirement, disability or death. Restricted stock awards involve
the issuance of shares of common stock which may not be transferred or otherwise
encumbered, subject to certain exceptions, for varying amounts of time, and
which will be forfeited, in whole or in part, if the executive terminates his or
her employment with Alpha. No restricted stock awards were made in fiscal 2002;
stock option grants to the Named Executives during the fiscal year are discussed
above under the caption "Option Grants in Last Fiscal Year".

                                      55

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

Senior executives of the Company are also eligible to receive target incentive
compensation under which a percentage of each executive's total cash
compensation is tied to the accomplishment of specific financial objectives
during the 2002 fiscal year. As a result of a challenging economic and business
environment during the fiscal year, Alpha did not achieve the annual performance
targets set by the Board of Directors, and no incentive bonuses were paid to
senior executives with respect to fiscal 2002.

Senior executives also may participate in Alpha's Executive Compensation Plan
(the "Executive Compensation Plan"), an unfunded, non-qualified deferred
compensation plan, under which participants may defer a portion of their
compensation. Deferred amounts are held in a trust. Participants defer
recognizing taxable income on the amount held for their benefit until the
amounts are paid. Alpha, in its sole discretion, may make additional
contributions to the accounts of participants. Participants normally receive the
deferred amounts upon retirement. Special rules are provided for distributions
in the case of a participant's death or disability, a change in control of
Alpha, early retirement, and unforeseen emergencies. The Named Executives each
participated in the Executive Compensation Plan during the 2002 fiscal year.
Alpha did not make any discretionary contributions to their accounts during
fiscal 2002.

COMPENSATION OF DIRECTORS

Directors who are not employees of Alpha are paid a quarterly retainer of $3,375
plus an additional $1,000 for each full-day meeting (including separate
committee meetings) attended. Directors who serve as chairman of a committee of
the Board of Directors receive an additional quarterly retainer of $250. In
addition, each new non-employee director receives an option to purchase 45,000
shares of common stock immediately following the earlier of Alpha's Annual
Meeting of Stockholders at which the director is first elected by the
stockholders or following his initial appointment by the Board of Directors. In
addition, following each Annual Meeting of Stockholders each director who is
continuing in office or re-elected receives an option to purchase 15,000 shares
of common stock. The exercise price of stock options granted to directors is the
fair market value on the day of grant. During fiscal 2001 and prior years,
option grants to directors were made from the 1994 and 1997 Non-Qualified Stock
Option Plans for Non-Employee Directors. Stock option grants to directors for
fiscal 2002 were made under the 2001 Directors' Stock Option Plan.

EMPLOYMENT AND SEVERANCE AGREEMENTS

Alpha does not have any employment agreements with any of the Named Executives.

Alpha has severance agreements with the Messrs. Aldrich, Langman and Vincent
under which each is entitled to receive various benefits in the event that his
employment is terminated within two years after a change in control of Alpha, or
if his employment is terminated by Alpha at any time without good cause. In
these cases, the officer will receive two years of salary continuation, and all
of the officer's stock options will vest immediately. Mr. Aldrich's severance
agreement provides that he is also entitled to various benefits in the event he
voluntarily terminates his employment for certain reasons. The term of these
agreements is indefinite.

Alpha has a severance agreements with Mr. Ristic under which he is entitled to
receive various benefits in the event that his employment is terminated within
one year after a change in control of Alpha occurring before November 1, 2002,
or if his employment is terminated by Alpha before October 30, 2002 without good
cause. In these cases, Mr. Ristic will receive one year of salary continuation.

                                       56

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES



ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table states information concerning the beneficial ownership of
common stock as of June 25, 2002 by: (i) each person known by us to own
beneficially five percent or more of our outstanding shares of common stock,
(ii) each director, (iii) each Named Executive (as listed below), and (iv) all
our directors and executive officers as a group.


<TABLE>
<CAPTION>
                                                                            BENEFICIAL        PERCENT OF
NAMES AND ADDRESSES OF BENEFICIAL OWNERS(2)                                OWNERSHIP(2)         CLASS
-------------------------------------------                                ------------       ----------
<S>                                                                         <C>                 <C>
David Aldrich(1) ........................................................    267,247              (*)
Ding-Yuan Day(1) ........................................................     70,577              (*)
Timothy Furey(1) ........................................................     54,750              (*)
James Henderson(1) ......................................................     43,342              (*)
George Kariotis(1) ......................................................     19,135              (*)
Richard Langman(1) ......................................................    163,426              (*)
Thomas Leonard(1) .......................................................    119,228              (*)
David McLachlan(1).......................................................     13,850              (*)
Ljubisa Ristic(1)........................................................     29,174              (*)
Arthur Pappas(1) ........................................................     31,750              (*)
Sidney Topol(1) .........................................................     39,750              (*)
Paul Vincent(1) .........................................................    141,474              (*)
All directors and executive officers as a group(1) ......................    993,773             2.2%

Putnam Investments, Inc.
One Post Office Square, Boston, MA  02109  (3) ..........................  2,736,393             6.2%

A I M Management Group Inc.
11 Greenway Plaza, Suite 100, Houston, TX  77046  (4) ...................  3,335,818             7.5%
</TABLE>


-------------
(*)  Less than one percent.

(1)  Includes beneficial ownership of shares under the Alpha Savings and
     Retirement Plan (the "401(k) Plan") and shares that may be acquired within
     sixty days after June 25, 2002 pursuant to stock options ("current
     options"), as follows: Aldrich - 5,225 shares under the 401(k) Plan and
     214,250 shares under current options; Day - 397 shares in the 401(k) Plan
     and 39,100 shares under current options; Furey - 54,750 shares under
     current options; Henderson - 36,750 shares under current options; Kariotis
     - 329 shares in the 401(k) Plan and 18,750 shares under current options;
     Langman - 1,276 shares in the 401(k) Plan and 151,000 shares under current
     options; Leonard - 8,026 shares in the 401(k) Plan and 56,250 shares under
     current options; Pappas - 9,750 shares under current options; Ristic - 424
     shares in the 401(k) Plan and 28,750 shares under current options; Topol -
     21,750 shares under current options; Vincent - 10,046 shares in the 401(k)
     Plan and 69,000 shares under current options; executive officers and
     directors as a group - 25,793 shares in the 401(k) Plan and 711,350 shares
     under current options.

(2)  Unless otherwise noted, the address of each person listed on the table is
     c/o Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, Massachusetts 01801.
     Unless otherwise noted, stockholders have sole voting and dispositive power
     with respect to shares, except to the extent such power may be shared by a
     spouse.

                                       57

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

(3)  As reported by Putnam Investments, LLC. on behalf of Putnam Investment
     Management, LLC. and The Putnam Advisory Company LLC. on Schedule 13G filed
     with the Securities and Exchange Commission dated February 5, 2002.
     According to such Schedule, the shareholder(s) had only shared voting power
     with respect to 696,573 shares and shared dispositive powers with respect
     to 2,736,393 shares.

(4)  As reported by A I M Management Group Inc. on behalf of A I M Advisors,
     Inc., A I M Capital Management, Inc., and AIM Private Asset Management,
     Inc. on Schedule 13G filed with the Securities and Exchange Commission
     dated February 6, 2002.


ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning severance agreements with Alpha's executive officers is
described at Item 10, above. There are no other relationships or transactions
reportable under the regulations of the Securities and Exchange Commission.




                                     PART IV


ITEM 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1.   Index to Financial Statements

          The financial statements filed as part of this report are listed on
          the index appearing on page 26.

     2.   Index to Financial Statement Schedules

          The following financial statement schedule is filed as part of this
          report (page reference is to this report):

             Schedule II Valuation and Qualifying Accounts (page 62)

          Other schedules have been omitted because of the absence of conditions
          under which they are required or because the required information is
          presented in the financial statements or notes thereto.


                                       58

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

     3.   Exhibits

          No.       Description
          ---       -----------

          2.a       Agreement and Plan of Merger, dated as of February 10, 2000,
                    by and among Alpha Industries, Inc., Aries Acquisition
                    Corporation and Network Device, Inc. (1)

          2.b       Agreement and Plan of Reorganization dated as of December
                    16, 2001 by and among Conexant Systems, Inc., Washington
                    Sub, Inc. and Alpha Industries, Inc (excluding exhibits).
                    (18)

          2.c       Contribution and Distribution Agreement dated as of December
                    16, 2001 by and between Conexant Systems, Inc and Washington
                    Sub, Inc. (excluding exhibits). (18)

          2.d       Mexican Stock and Asset Purchase Agreement dated as of
                    December 16, 2001 by and between Conexant Systems, Inc. and
                    Washington Sub, Inc. (excluding exhibits). (18)

          2.e       U.S. Asset Purchase Agreement dated as of December 16, 2001
                    by and between Conexant Systems, Inc. and Alpha Industries,
                    Inc. (excluding exhibits). (18)

          3.a       Restated Certificate of Incorporation (2)

          3.b       Amended and restated By-laws of the Corporation dated April
                    30, 1992 (3)

          3.c       Certificate of Amendment of Restated Certificate of
                    Incorporation of Alpha Industries, Inc., dated March 30,
                    2000 (15)

          4.a       Specimen Certificate of Common Stock (2)

          4.b       Loan and Security Agreement dated December 15, 1993 between
                    Trans-Tech, Inc., and County Commissioners of Frederick
                    County (4)

          10.a      Alpha Industries, Inc., 1986 Long-Term Incentive Plan as
                    amended (5)*

          10.b      Alpha Industries, Inc., Long-Term Compensation Plan dated
                    September 24, 1990 (6); amended March 28, 1991 (7); and as
                    further amended October 27, 1994 (8)*

          10.c      Severance Agreement dated April 1, 2001 between the
                    Registrant and David J. Aldrich (9)*

          10.d      Severance Agreement dated January 14, 1997 between the
                    Registrant and Richard Langman (9)*

          10.e      Consulting Agreement dated August 13, 1992 between the
                    Registrant and Sidney Topol (10)*

          10.f      Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan
                    for Non-Employee Directors (5)*

          10.g      Alpha Industries Executive Compensation Plan dated January
                    1, 1995 and Trust for the Alpha Industries Executive
                    Compensation Plan dated January 3, 1995 (8)*

          10.h      Severance Agreement dated September 4, 1998 between the
                    Registrant and Paul E. Vincent (11)*

          10.i      Alpha Industries, Inc., 1997 Non-Qualified Stock Option Plan
                    for Non-Employee Directors (12)*

          10.j      Severance Agreement dated September 13, 1999 between the
                    Registrant and Thomas C. Leonard (13)*

          10.k      Purchase and Sale Agreement dated July 27, 2000 between the
                    Registrant and C.R. Bard, Inc. (14)

          10.l      Alpha Industries, Inc. 1996 Long-Term Incentive Plan (16)*

          10.m      Alpha Industries, Inc. Directors' 2001 Stock Option Plan
                    (17)*
          
          10.n      Alpha Industries, Inc. 1999 Long-Term Incentive Plan (19)*

          10.o      Alpha Industries, Inc. Amended and Restated Employee Stock
                    Purchase Plan

          10.p      Alpha Industries, Inc. Non-Qualified Employee Stock Purchase
                    Plan

          11        Statement regarding computation of per share earnings. See
                    Note 1 to the Consolidated Financial Statements

          21        Subsidiaries of the Registrant

          23        Consent of Independent Auditors

                 ----------------------------------------------

*Management contract or compensatory plan


                                       59

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

     (1)   Incorporated by reference to the exhibit filed with our Form 8-K
           dated May 8, 2000.

     (2)   Incorporated by reference to the exhibit filed with our Registration
           Statement on Form S-3 (Registration No. 33-63857). 

     (3)   Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended March 29, 1992.

     (4)   Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended July 3,1994.

     (5)   Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended October 2, 1994.

     (6)   Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended March 29, 1992.

     (7)   Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended June 27, 1993.

     (8)   Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended April 2, 1995.

     (9)   Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended July 1, 2001.

     (10)  Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended April 3, 1994.

     (11)  Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended September 27, 1998.

     (12)  Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended March 29, 1998.

     (13)  Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended September 26, 1999.

     (14)  Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended October 1, 2000.

     (15)  Incorporated by reference to the exhibit filed with our Registration
           Statement on Form S-8 (Registration No. 33-63818). 

     (16)  Incorporated by reference to the exhibit filed with our Annual Report
           on Form 10-K for the fiscal year ended April 1, 2001.

     (17)  Incorporated by reference to the exhibit filed with our Quarterly
           Report on Form 10-Q for the fiscal quarter ended September 30, 2001.

     (18)  Incorporated by reference to the exhibits filed with our Form 8-K
           dated December 16, 2001.

     (19)  Incorporated by reference to the exhibit filed with our Registration 
           Statement on Form S-8 (Registration No. 333-85024)

(b)  Reports on Form 8-K

          On March 15, 2002, a Form 8-K was filed stating that that Company
          signed a definitive agreement to acquire all of the outstanding shares
          of capital stock of Aimta, Inc., a developer of Low Temperature
          Co-Fired Ceramics (LTCC) for wireless handsets.

          On May 2, 2002, a Form 8-K was filed which served to incorporate the
          Company's press release dated April 30, 2002 by reference into the
          registration statement accepted by the Securities and Exchange
          Commission on May 10, 2002.

(c)  Exhibits

          The exhibits required by Item 601 of Regulation S-K are FILED HEREWITH
          and INCORPORATED BY REFERENCE herein. The response to this portion of
          Item 14 is submitted under Item 14 (a) (3).


                                       60

<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                             ALPHA INDUSTRIES, INC.

                                  (REGISTRANT)

                            BY: /s/ DAVID J. ALDRICH 
                               --------------------------------
                                DAVID J. ALDRICH, PRESIDENT

Date: June 24, 2002

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on June 24, 2002.

   Signature and Title                                 Signature and Title
   -------------------                                 -------------------

/s/ THOMAS C. LEONARD                             /s/ TIMOTHY R. FUREY
----------------------------------                ------------------------------
Thomas C. Leonard                                 Timothy R. Furey
Chairman of the Board                             Director


/s/ DAVID J. ALDRICH                              /s/ JAMES W. HENDERSON
----------------------------------                ------------------------------
David J. Aldrich                                  James W. Henderson
Chief Executive Officer                           Director
President and Director

/s/ PAUL E. VINCENT                               /s/ GEORGE S. KARIOTIS
----------------------------------                ------------------------------
Paul E. Vincent                                   George S. Kariotis
Chief Financial Officer                           Director
Principal Financial Officer
Principal Accounting Officer
Secretary                                         /s/ DAVID MCLACHLAN
                                                  ------------------------------
                                                  David McLachlan
                                                  Director

                                                  /s/ ARTHUR PAPPAS
                                                  ------------------------------
                                                  Arthur Pappas
                                                  Director

                                                  /s/ SIDNEY TOPOL
                                                  ------------------------------
                                                  Sidney Topol
                                                  Director


                                       61

<PAGE>
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

                                   SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS
(In thousands)


<TABLE>
<CAPTION>
                                                    CHARGED
                                        BALANCE AT  TO COSTS                 BALANCE AT
                                        BEGINNING     AND                      END OF
DESCRIPTION                              OF YEAR    EXPENSES    DEDUCTIONS      YEAR
---------------------------------------------------------------------------------------

<S>                                      <C>         <C>          <C>           <C>   
Year Ended March 31, 2002
 Allowance for doubtful accounts ....    $  921      $  702       $  419        $1,204
 Reserve for sales returns ..........    $2,170      $2,805       $3,020        $1,955

Year Ended April 1, 2001
 Allowance for doubtful accounts ....    $  796      $  434       $  309        $  921
 Reserve for sales returns ..........    $  738      $2,326       $  894        $2,170

Year Ended April 2, 2000
 Allowance for doubtful accounts ....    $  741      $  418       $  363        $  796
 Reserve for sales returns ..........    $  514      $1,145       $  921        $  738
</TABLE>



                                       62




<PAGE>
                                                                    EXHIBIT 10.O
                             ALPHA INDUSTRIES, INC.

                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

1.   PURPOSE.

     The Alpha Industries, Inc. Amended and Restated Employee Stock Purchase
Plan (hereinafter the "Plan"), effective as of July 1, 2002, is intended to
provide a method whereby employees of Alpha Industries, Inc. (the "Company") and
participating subsidiaries (as defined in Article 18) will have an opportunity
to acquire a proprietary interest in the Company through the purchase of shares
of the Company's Common Stock. It is the intention of the Company to have the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that Section
of the Internal Revenue Code.

2.   ELIGIBLE EMPLOYEES.

     All employees of the Company or any of its participating subsidiaries who
have completed six months of employment on or before the first day of the
applicable Offering Period or the Special Offering Period (each as defined
below) shall be eligible to receive options under this Plan to purchase the
Company's
 Common Stock. In no event may an employee be granted an option if such
employee, immediately after the option is granted, owns stock possessing five
(5%) percent or more of the total combined voting power or value of all classes
of stock of the Company or of its parent corporation or subsidiary corporation
as the terms "parent corporation" and "subsidiary corporation" are defined in
Section 424(e) and (f) of the Internal Revenue Code. For purposes of determining
stock ownership under this paragraph, the rules of Section 424(d) of the
Internal Revenue Code shall apply and stock which the employee may purchase
under outstanding options shall be treated as stock owned by the employee.

     Notwithstanding the foregoing and subject to approval by the stockholders
of the Company on or before December 30, 2002, employees of the Company or any
of its participating subsidiaries who are employed on or before the first day of
the applicable Offering Period or the Special Offering Period shall also be
eligible to receive options under this Plan to purchase the Company's Common
Stock, without having completed six months of employment. Except as otherwise
provided herein, persons who become eligible employees after the first day of
any Offering Period shall be eligible to receive options on the first day of the
next succeeding Offering Period on which options are granted to eligible
employees under the Plan. In the event the stockholders of the Company do not on
or before December 30, 2002 approve the participation in the Plan by employees
who have not completed six months of employment with the Company or any of its
subsidiaries, such employees' participation in the Plan shall be terminated
before the applicable Offering Termination Date (as defined below), the
accumulated payroll deductions of each such employee for the applicable Offering
Period or Special Offering 

                                      -1-


<PAGE>


Period shall be refunded by the Company as soon as administratively practicable
to each such employee without interest and all options granted to each such
employee shall be terminated. Such employees may enroll in the Plan and
participate in the next applicable Offering Period after completing six months
of employment with the Company or any of its subsidiaries.

     For the purpose of this Plan, the term employee shall not include an
employee whose customary employment is less than twenty (20) hours per week or
is for not more than five (5) months in any calendar year.

3.   STOCK SUBJECT TO THE PLAN.

     The stock subject to the options granted hereunder shall be shares of the
Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market.
Subject to approval of the stockholders, the aggregate number of shares which
may be issued pursuant to the Plan is 1,350,000 for all Offering Periods,
including the Special Offering Period, subject to increase or decrease by reason
of stock split-ups, reclassifications, stock dividends, changes in par value and
the like. If any option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject to such option
shall again be available under the Plan. If the number of shares of Common Stock
available for any Offering Period, including the Special Offering Period, is
insufficient to satisfy all purchase requirements for that Offering Period, the
available shares for that Offering Period shall be apportioned among
participating employees in proportion to their options.

4.   OFFERING PERIODS AND STOCK OPTIONS.

     There shall be Offering Periods and a Special Offering Period during which
payroll deductions will be accumulated under the Plan. Each Offering Period,
including the Special Offering Period, includes only regular pay days falling
within it. The Offering Periods shall commence and end as follows:

              OFFERING                              OFFERING
              COMMENCEMENT DATES                    TERMINATION DATES
              ------------------                    -----------------
              Each January 1                        Each June 30
              Each July 1                           Each December 31

     Notwithstanding the foregoing, in the event that the Effective Time of the
WCD Merger (as defined below) occurs on or after June 17, 2002, there will be a
special Offering Period (the "Special Offering Period") that will begin ten (10)
business days after the Effective Time of the WCD Merger for all employees of
the Company and any participating subsidiaries who are eligible as of the date
of the Offering Commencement Date of the Special Offering Period. For purposes
of this paragraph, the "Effective Time of the WCD Merger" shall mean the
"Effective Time" as defined in that certain 

                                      -2-


<PAGE>


Agreement and Plan of Reorganization dated as of December 16, 2001, as amended,
by and among Conexant Systems, Inc., Washington Sub, Inc. and the Company.

     The Offering Commencement Date is the first day of each Offering Period
including the Special Offering Period. The Offering Termination Date is the
applicable date on which an Offering Period ends under this Plan. In the case of
the Special Offering Period, the Offering Termination Date is the date which is
the Offering Termination Date for the regular Offering Period in which the
Offering Commencement Date for the Special Offering Period occurs.

     On each Offering Commencement Date, the Company will grant to each eligible
employee who is then a participant in the Plan an option to purchase on the
Offering Termination Date at the Option Exercise Price, as hereinafter provided,
that number of full shares of Common Stock reserved for the purpose of the Plan,
up to a maximum of 5,000 shares, subject to increase or decrease by reason of
stock split-ups, reclassifications, stock dividends, changes in par value and
the like; provided that such employee remains eligible to participate in the
Plan throughout such Offering Period or Special Offering Period, as the case may
be. If the eligible employee's accumulated payroll deductions on the Offering
Termination Date would enable the eligible employee to purchase more than 5,000
shares except for the 5,000-share limitation, the excess of the amount of the
accumulated payroll deductions over the aggregate purchase price of the 5,000
shares shall be refunded to the eligible employee as soon as administratively
practicable by the Company, without interest. The Option Exercise Price for each
Offering Period, including the Special Offering Period, shall be the lesser of
(i) eighty-five percent (85%) of the fair market value of the Common Stock on
the Offering Commencement Date, or (ii) eighty-five percent (85%) of the fair
market value of the Common Stock on the Offering Termination Date, in either
case rounded up to the next whole cent. In the event of an increase or decrease
in the number of outstanding shares of Common Stock through stock split-ups,
reclassifications, stock dividends, changes in par value and the like, an
appropriate adjustment shall be made in the number of shares and Option Exercise
Price per share provided for under the Plan, either by a proportionate increase
in the number of shares and proportionate decrease in the Option Exercise Price
per share, or by a proportionate decrease in the number of shares and a
proportionate increase in the Option Exercise Price per share, as may be
required to enable an eligible employee who is then a participant in the Plan to
acquire on the Offering Termination Date that number of full shares of Common
Stock as his accumulated payroll deductions on such date will pay for at a price
equal to the lesser of (i) eighty-five percent (85%) of the fair market value of
the Common Stock on the Offering Commencement Date, or (ii) eighty-five percent
(85%) of the fair market value of the Common Stock on the Offering Termination
Date, in either case rounded up to the next whole cent, as so adjusted.

     For purposes of this Plan, the term "fair market value" means, if the
Common Stock is listed on a national securities exchange or is on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
system, the closing sale price of the Common Stock on such exchange or as
reported on Nasdaq or, if the 

                                      -3-


<PAGE>


Common Stock is traded in the over-the-counter securities market, but not on the
Nasdaq National Market, the closing bid quotation for the Common Stock, each as
published in THE WALL STREET JOURNAL. If no shares of Common Stock are traded on
the Offering Commencement Date or Offering Termination Date, the fair market
value will be determined on the next regular business day on which shares of
Common Stock are traded.

     For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on the Nasdaq National Market or such national
securities exchange on which the Common Stock is listed.

     No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with and shall be
construed in accordance with Section 423(b)(8) of the Internal Revenue Code. If
the participant's accumulated payroll deductions on the last day of the Offering
Period or Special Offering Period, as the case may be, would otherwise enable
the participant to purchase Common Stock in excess of the Section 423(b)(8)
limitation described in this paragraph, the excess of the amount of the
accumulated payroll deductions over the aggregate purchase price of the shares
actually purchased shall be refunded as soon as administratively practicable to
the participant by the Company, without interest.

5.   EXERCISE OF OPTION.

     Each eligible employee who continues to be a participant in the Plan on the
Offering Termination Date shall be deemed to have exercised his or her option on
such date and shall be deemed to have purchased from the Company such number of
full shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated payroll deductions on such date will pay for at the Option Exercise
Price subject to the 5,000-share limit of the option and the Section 423(b)(8)
limitation described in Article 4. If a participant is not an employee on the
Offering Termination Date and throughout an Offering Period or Special Offering
Period, as the case may be, he or she shall not be entitled to exercise his or
her option.

     If a participant's accumulated payroll deductions in his or her account are
based on a currency other than the U.S. dollar, then on the Offering Termination
Date the accumulated payroll deductions in his or her account will be converted
into an equivalent value of U.S. dollars based upon the U.S. dollar-foreign
currency exchange rate in effect on that date, as reported in The Wall Street
Journal, provided that such conversion does not result in an Option Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such option is granted
or 85 percent of the fair market value of the Common Stock at the time such
option is exercised. The Plan administrators (as defined in Article 19) shall
have the right 

                                      -4-


<PAGE>


to change such conversion date, as they deem appropriate to effectively purchase
shares on any Offering Termination Date, provided that such action does not
cause the Plan, or any grants under the Plan, to fail to qualify under Section
423 of the Internal Revenue Code.

6.   AUTHORIZATION FOR ENTERING PLAN.

     An eligible employee may enter the Plan by following a written, electronic
or other enrollment process, including a payroll deduction authorization, as
prescribed by the Plan administrators under generally applicable rules. Except
as may otherwise be established by the Plan administrators under generally
applicable rules, all enrollment authorizations shall be effective only if
delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before an applicable
Offering Commencement Date Participation may be conditioned on an eligible
employee's consent to transfer and process personal data and on acknowledgment
and agreement to Plan terms and other specified conditions.

     The Company will accumulate and hold for the employee's account the amounts
deducted from his or her pay. No interest will be paid thereon. Participating
employees may not make any separate cash payments into their account.

     Unless an employee files a new authorization, or withdraws from the Plan,
his or her deductions and purchases under the authorization he or she has on
file under the Plan will continue as long as the Plan remains in effect. An
employee may increase or decrease the amount of his or her payroll deductions as
of the next Offering Commencement Date by filing a revised payroll deduction
authorization in accordance with the procedures then applicable to such actions.
Except as may otherwise be established by the Plan administrators under
generally applicable rules, all revised authorizations shall be effective only
if delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before the next
Offering Commencement Date.

7.   MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS.

     An employee may authorize payroll deductions in an amount of not less than
one percent (1%) and not more than ten percent (10%) (in whole number
percentages only) of his or her eligible compensation. Such deductions shall be
determined based on the employee's election in effect on the payday on which
such eligible compensation is paid. An employee may not make any additional
payments into such account. Eligible compensation means the wages as defined in
Section 3401(a) of the Internal Revenue Code, determined without regard to any
rules that limit compensation included in wages based on the nature or location
or employment or services performed, including without limitation base pay,
shift premium, overtime, gain sharing (profit sharing), incentive compensation,
bonuses and commissions and all other payments made to the employee for services
as an employee during the applicable payroll period, and excluding the value of
any qualified or non-qualified stock option granted to the employee to the
extent such value is includible in the taxable wages, reimbursements or other
expense allowances, 

                                      -5-


<PAGE>


fringe benefits, moving expenses, deferred compensation, and welfare benefits,
but determined prior to any exclusions for any amounts deferred under Sections
125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) of the Internal Revenue
Code or for certain contributions described in Section 457(h)(2) of the Internal
Revenue Code that are treated as Company contributions.

8.   UNUSED PAYROLL DEDUCTIONS.

     Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Offering Period. However, in no event will the
amount of the unused payroll deductions carried forward from a payroll period
exceed the Option Exercise Price per share for that Offering Period or Special
Offering Period, as the case may be. If for any Offering Period, including the
Special Offering Period, the amount of unused payroll deductions should exceed
the Option Exercise Price per share, the amount of the excess for any
participant shall be refunded to such participant, without interest.

9.   CHANGE IN PAYROLL DEDUCTIONS.

     Deductions may not be increased or decreased during an Offering Period or
the Special Offering Period, as the case may be.

10.  WITHDRAWAL FROM THE PLAN.

     An employee may withdraw from the Plan and withdraw all but not less than
all of the payroll deductions credited to his or her account under the Plan
prior to the Offering Termination Date by completing and filing a withdrawal
notification with the designated Plan administrator(s) in accordance with the
prescribed procedures, in which event the Company will refund as soon as
administratively practicable without interest the entire balance of such
employee's deductions not previously used to purchase Common Stock under the
Plan. Except as may otherwise be prescribed by the Plan administrators under
generally applicable rules, all withdrawals shall be effective only if delivered
to the designated Plan administrator(s) in accordance with the prescribed
procedures not later than ten (10) business days before the Offering Termination
Date.

     An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee's rights under the Plan will be terminated and no
further payroll deductions will be made. To reenter, such an employee must
re-enroll pursuant to the provisions of Article 6 before the next Offering
Commencement Date which cannot, however, become effective before the beginning
of the next Offering Period or Special Offering Period following his withdrawal.
Notwithstanding the foregoing, employees who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended, who withdraw from the Plan may not
reenter the Plan until the next Offering Commencement Date which is at least six
months following the date of such withdrawal.

                                      -6-


<PAGE>


11.  ISSUANCE OF STOCK.

     As soon as administratively practicable after each Offering Period,
including the Special Offering Period, the Company shall deliver (by electronic
or other means) to the participant the Common Stock purchased under the Plan,
except as specified below. The Plan administrators may permit or require that
the Common Stock shares be deposited directly with a broker or agent designated
by the Plan administrators, and the Plan administrators may utilize electronic
or automated methods of share transfer. In addition, the Plan administrators may
require that shares be retained with such broker or agent for a designated
period of time (and may restrict dispositions during that period) and/or may
establish other procedures to permit tracking of disqualifying dispositions of
such shares or to restrict transfer of such shares as required to ensure that
the Company's applicable tax withholding obligations are satisfied.

12.  NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.

     An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him or her, except as provided
in Article 13 in the event of an employee's death.

13.  TERMINATION OF EMPLOYEE'S RIGHTS.

     Except as set forth in Article 14, an employee's rights under the Plan will
terminate when he or she ceases to be an employee because of retirement,
resignation, lay-off, discharge, death, change of status, failure to remain in
the customary employ of the Company for twenty (20) hours or more per week, or
for any other reason. Notwithstanding anything to the contrary contained in
Article 10, a withdrawal notice will be considered as having been received from
the employee on the day his or her employment ceases, and all payroll deductions
not used to purchase Common Stock will be refunded without interest.

     Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions are interrupted by any legal process, a withdrawal
notice will be considered as having been received from him or her on the day the
interruption occurs.


14.  DEATH OF AN EMPLOYEE.

     Upon termination of the participating employee's employment because of
death, the person(s) entitled to receipt of the Common Stock and/or cash as
provided in this Article 14 shall have the right to elect, by written notice
given to the Plan administrators prior to the expiration of the thirty (30) day
period commencing with the date of the death of the employee, either (i) to
withdraw, without interest, all of the payroll deductions credited to the
employee's account under the Plan, or (ii) to exercise the employee's option for
the purchase of shares of Common Stock on the next Offering Termination 

                                      -7-


<PAGE>


Date following the date of the employee's death for the purchase of that number
of full shares of Common Stock reserved for the purpose of the Plan which the
accumulated payroll deductions in the employee's account at the date of the
employee's death will purchase at the applicable Option Exercise Price (subject
to the limitations set forth in Article 4), and any excess in such account (in
lieu of fractional shares) will be paid to the employee's estate as soon as
administratively practicable, without interest. In the event that no such
written notice of election shall be duly received by the Plan administrators,
the payroll deductions credited to the employee's account at the date of the
employee's death will be paid to the employee's estate as soon as
administratively practicable, without interest.

     Except as provided in the preceding paragraph, in the event of the death of
a participating employee, the Company shall deliver such Common Stock and/or
cash to the executor or administrator of the estate of the employee.

15.  TERMINATION AND AMENDMENTS TO PLAN.

     The Plan may be terminated at any time by the Company's Board of Directors.
It will terminate in any case on December 31, 2012, or if sooner, when all of
the shares of Common Stock reserved for the purposes of the Plan have been
purchased. In the event that the Board of Directors terminates the Plan pursuant
to this Article 15, the date of such termination shall be deemed as the Offering
Termination Date of the applicable Offering Period, including the Special
Offering Period, in which such termination date occurs. Upon such termination or
any other termination of the Plan, all payroll deductions not used to purchase
Common Stock will be refunded without interest.

     The Committee or the Board of Directors may from time to time adopt
amendments to the Plan provided that, without the approval of the stockholders
of the Company, no amendment may (i) except as provided in Articles 3, 4, 24 and
25, increase the number of shares that may be issued under the Plan; (ii) change
the class of employees eligible to receive options under the Plan, if such
action would be treated as the adoption of a new plan for purposes of Section
423(b) of the Internal Revenue Code; or (iii) cause Rule 16b-3 under the
Securities Exchange Act of 1934 to become inapplicable to the Plan.

16.  LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.

     The Plan is intended to provide shares of Common Stock for investment and
not for resale. The Company does not, however, intend to restrict or influence
any employee in the conduct of his or her own affairs. An employee may,
therefore, sell stock purchased under the Plan at any time the employee chooses,
subject to compliance with any applicable federal or state securities laws and
subject to any restrictions imposed under Articles 11 and 26. Each employee
agrees by entering the Plan to promptly give the Company notice of any such
Common Stock disposed of within two years after the Offering Commencement Date
on which the Common Stock was purchased showing the 

                                      -8-


<PAGE>


number of such shares disposed of. The employee assumes the risk of any market
fluctuations in the price of such Common Stock.

17.  COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.

     The Company will bear all costs of administering and carrying out the Plan.

18.  PARTICIPATING SUBSIDIARIES.

     The term "participating subsidiaries" shall mean any present or future
subsidiary of the Company which is designated by the Committee to participate in
the Plan. The Committee shall have the power to make such designation(s) before
or after the Plan is approved by the stockholders.

19.  ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by a committee of "Non-Employee Directors"
as that term is defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, appointed by the Board of Directors of the Company (the
"Committee"). The Committee shall consist of not less than two members of the
Company's Board of Directors. The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors. No
member of the Committee shall be eligible to participate in the Plan while
serving as a member of the Committee.

     The Committee shall select one of its members as Chairman, and shall hold
meetings at such times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

     The interpretation and construction by the Committee of any provisions of
the Plan or of any option granted under it shall be final. The Committee may
from time to time adopt such rules and regulations for carrying out the Plan as
it may deem best. With respect to persons subject to Section 16 of the
Securities and Exchange Act of 1934, as amended, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under said Act. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by that Committee.

     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted under it. The Company shall indemnify each member of the Board of
Directors and the Committee to the fullest extent permitted by law with respect
to any claim, loss, damage or expense (including counsel fees) arising in
connection with their responsibilities under this Plan.

                                      -9-


<PAGE>



     The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic form of authorization or an integrated voice response
system. The Plan administrators are further authorized to determine the matters
described in Article 11 concerning the means of issuance of Common Stock and the
procedures established to permit tracking of disqualifying dispositions of
shares or to restrict transfer of such shares.

     As soon as administratively practicable after the end of each Offering
Period and the Special Offering Period, the Plan administrators shall prepare
and distribute or make otherwise readily available by electronic means or
otherwise to each participating employee in the Plan information concerning the
amount of the participating employee's accumulated payroll deductions as of the
Offering Termination Date, the Option Exercise Price for such Offering Period,
the number of shares of Common Stock purchased by the participating employee
with the participating employee's accumulated payroll deductions, and the amount
of any unused payroll deductions either to be carried forward to the next
Offering Period, or returned to the participating employee without interest.

20.  OPTIONEES NOT STOCKHOLDERS.

     Neither the granting of an option to an employee nor the deductions from
his or her pay shall constitute such employee a stockholder of the Company with
respect to the shares covered by such option until such shares have been
purchased by and issued to him.

21.  APPLICATION OF FUNDS.

     The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan may be used for any corporate purposes, and
the Company shall not be obligated to segregate participating employees' payroll
deductions.

22.  GOVERNMENTAL REGULATION.

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.

     In this regard, the Board of Directors may, in its discretion, require as a
condition to the exercise of any option that a Registration Statement under the
Securities Act of 1933, as amended, with respect to the shares of Common Stock
reserved for issuance upon exercise of the option shall be effective.

                                      -10-


<PAGE>


23.  TRANSFERABILITY.

     Neither payroll deductions credited to an employee's account nor any rights
with regard to the exercise of an option or to receive stock under the Plan may
be assigned, transferred, pledged, or otherwise disposed of in any way by the
employee. Any such attempted assignment, transfer, pledge, or other disposition
shall be without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Article 10.

24.  EFFECT OF CHANGES OF COMMON STOCK.

     If the Company should subdivide or reclassify the Common Stock which has
been or may be optioned under the Plan, or should declare thereon any dividend
payable in shares of such Common Stock, or should take any other action of a
similar nature affecting such Common Stock, then the number and class of shares
of Common Stock which may thereafter be optioned (in the aggregate and to any
individual participating employee) shall be adjusted accordingly.


25.  MERGER OR CONSOLIDATION.

     If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest the entire balance of each participating
employee's payroll deductions, or (ii) entitle each participating employee to
receive on the Offering Termination Date upon the exercise of such option for
each share of Common Stock as to which such option shall be exercised the
securities or property to which a holder of one share of the Common Stock was
entitled upon and at the time of such merger or consolidation, and the Board of
Directors shall take such steps in connection with such merger or consolidation
as the Board of Directors shall deem necessary to assure that the provisions of
this Article 25 shall thereafter be applicable, as nearly as reasonably
possible. A sale of all or substantially all of the assets of the Company shall
be deemed a merger or consolidation for the foregoing purposes.

26.  WITHHOLDING OF ADDITIONAL TAX.

     By electing to participate in the Plan, each participant acknowledges that
the Company and its participating subsidiaries are required to withhold taxes
with respect to the amounts deducted from the participant's compensation and
accumulated for the benefit of the participant under the Plan, and each
participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the participant's compensation, when amounts are
added to the participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each participant further
acknowledges that when Common Stock is purchased under the Plan the Company and
its participating subsidiaries may be required to withhold taxes with 

                                      -11-


<PAGE>


respect to all or a portion of the difference between the fair market value of
the Common Stock purchased and its purchase price, and each participant agrees
that such taxes may be withheld from compensation otherwise payable to such
participant. It is intended that tax withholding will be accomplished in such a
manner that the full amount of payroll deductions elected by the participant
under Article 7 will be used to purchase Common Stock. However, if amounts
sufficient to satisfy applicable tax withholding obligations have not been
withheld from compensation otherwise payable to any participant then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the participant's accumulated payroll deductions and apply the net
amount to the purchase of Common Stock, unless the participant pays to the
Company, prior to the exercise date, an amount sufficient to satisfy such
withholding obligations. Each participant further acknowledges that the Company
and its participating subsidiaries may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the participant upon the payment to the Company
or such subsidiary of an amount sufficient to satisfy such withholding
requirements.

27.  APPROVAL OF STOCKHOLDERS.

     The Plan was initially adopted by the Board of Directors on December 21,
1989 and approved by the stockholders of the Company on September 10, 1990. The
Plan, as amended and restated, shall take effect on July 1, 2002. The Plan, as
amended and restated, was adopted by the Board of Directors on April 26, 2002.

     The provisions of this Plan relating to the eligibility of employees who
have not completed six months of employment with the Company or any of its
subsidiaries are specifically subject to approval by the stockholders of the
Company on or before December 30, 2002. Options may be granted under the Plan
prior and subject to such stockholder approval. If the above-described amendment
is not so approved by the stockholders, all payroll deductions from such
ineligible employees so participating shall be returned without interest and all
options so granted shall terminate.

     The issuance of 450,000 shares of Common Stock pursuant to the Plan,
comprising a portion of the aggregate number of 1,350,000 shares which may be
issued pursuant to Article 3 of the Plan, is subject to approval by the
stockholders of the Company not later than December 30, 2002.

                                      -12-



<PAGE>

                                                                    EXHIBIT 10.P

                             ALPHA INDUSTRIES, INC.

                   NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

1.   PURPOSE.

     The Alpha Industries, Inc. Non-Qualified Employee Stock Purchase Plan
(hereinafter the "Plan"), effective as of July 1, 2002, is intended to provide a
method whereby employees of participating organizations (as defined in Article
18) of Alpha Industries, Inc. (the "Company") will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the Company's Common Stock. It is the intention of the Company that this Plan
authorize the grant of purchase rights and issuance of Common Stock which do not
qualify as an "Employee Stock Purchase Plan" under section 423 of the United
States Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

2.   ELIGIBLE EMPLOYEES.

     All employees of the participating organizations of the Company who are
employed on or before the first day of the applicable Offering Period or any
Special Offering Period (each as defined below) shall be eligible to participate
in and receive rights under this Plan to purchase the Company's Common Stock.
Except as otherwise provided herein, persons who become eligible employees after
the first day of any Offering
 Period shall be eligible to receive purchase
rights on the first day of the next succeeding Offering Period on which purchase
rights are granted to eligible employees under the Plan. In no event may an
employee be granted a purchase right if such employee, immediately after the
purchase right is granted, owns stock possessing five (5%) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent corporation or subsidiary corporation as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 424(e) and (f)
of the Internal Revenue Code. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Internal Revenue Code shall
apply and stock which the employee may purchase under outstanding purchase
rights shall be treated as stock owned by the employee. All employees who
participate in the Plan shall have the same rights and privileges under the Plan
except for differences which may be mandated by local law and except that
employees participating in a sub-plan adopted pursuant to Article 26 need not
have the same rights and privileges as employees participating in another
sub-plan. The Plan administrators (as defined in Article 19) may impose
restrictions on eligibility and participation of employees who are officers and
directors to facilitate compliance with federal or state securities laws or
foreign laws.



3.   STOCK SUBJECT TO THE PLAN.

     The stock subject to the purchase rights granted hereunder shall be shares
of the Company's authorized but unissued Common Stock or shares of Common Stock
reacquired by the Company, including shares purchased in the open market. The
aggregate number of shares 

                                      -1-


<PAGE>


which may be issued pursuant to the Plan is 50,000 for all Offering Periods,
including any Special Offering Period, subject to increase or decrease by reason
of stock split-ups, reclassifications, stock dividends, changes in par value and
the like. If any purchase right granted under the Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the unpurchased shares subject to
such purchase right shall again be available under the Plan. If the number of
shares of Common Stock available for any Offering Period, including any Special
Offering Period, is insufficient to satisfy all purchase requirements for that
Offering Period, the available shares for that Offering Period shall be
apportioned among participating employees in proportion to their purchase
rights.

4.   OFFERING PERIODS AND STOCK PURCHASE RIGHTS.

     There shall be Offering Periods and Special Offering Periods during which
payroll deductions and permitted cash contributions will be accumulated under
the Plan. Each Offering Period, including any Special Offering Period, includes
only regular pay days falling within it. The Offering Periods shall commence and
end as follows:

                OFFERING PERIOD                       OFFERING PERIOD
                COMMENCEMENT DATES                    TERMINATION DATES
                ------------------                    -----------------
                Each January 1                        Each June 30
                Each July 1                           Each December 31


     Notwithstanding the foregoing, in the event that the Committee adopts a
sub-plan pursuant to Article 26 hereof for a particular organization or
location, there will be a Special Offering Period (the "Special Offering
Period") that will begin ten (10) business days after the adoption of such a
sub-plan for all employees of the Company at that particular organization or
location who are eligible as of the date of the Offering Commencement Date of
the Special Offering Period.

     The Offering Commencement Date is the first day of each Offering Period,
including any Special Offering Period. The Offering Termination Date is the
applicable date on which an Offering Period ends under this Article 4. In the
case of a Special Offering Period, the Offering Termination Date is the date
which is the Offering Termination Date for the regular Offering Period in which
the Offering Commencement Date for such Special Offering Period occurs.

     On each Offering Commencement Date, the Company will grant to each eligible
employee who is then a participant in the Plan a purchase right to purchase on
the Offering Termination Date at the Purchase Right Exercise Price, as
hereinafter provided, that number of full shares of Common Stock reserved for
the purpose of the Plan, up to a maximum of 5,000 shares, subject to increase or
decrease by reason of stock split-ups, reclassifications, stock dividends,
changes in par value and the like; provided that such employee remains eligible
to participate in the Plan throughout such Offering Period or Special Offering
Period, as the case may be. If the eligible employee's accumulated payroll
deductions and permitted cash contributions on the Offering Termination Date
would enable the eligible employee to purchase more than 5,000 shares except for
the 5,000-share limitation, the excess of the amount of the accumulated payroll
deductions 

                                      -2-


<PAGE>


and permitted cash contributions over the aggregate purchase price of the 5,000
shares shall be refunded to the eligible employee by the Company as soon as
administratively practicable, without interest (except where required by local
law as determined by the Plan administrators). The Purchase Right Exercise Price
for each Offering Period, including any Special Offering Period, shall be the
lesser of (i) eighty-five percent (85%) of the fair market value of the Common
Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of
the fair market value of the Common Stock on the Offering Termination Date, in
either case rounded up to the next whole cent. In the event of an increase or
decrease in the number of outstanding shares of Common Stock through stock
split-ups, reclassifications, stock dividends, changes in par value and the
like, an appropriate adjustment shall be made in the number of shares and
Purchase Right Exercise Price per share provided for under the Plan, either by a
proportionate increase in the number of shares and proportionate decrease in the
Purchase Right Exercise Price per share, or by a proportionate decrease in the
number of shares and a proportionate increase in the Purchase Right Exercise
Price per share, as may be required to enable an eligible employee who is then a
participant in the Plan to acquire on the Offering Termination Date that number
of full shares of Common Stock as his accumulated payroll deductions and
permitted cash contributions on such date will pay for at a price equal to the
lesser of (i) eighty-five percent (85%) of the fair market value of the Common
Stock on the Offering Commencement Date, or (ii) eighty-five percent (85%) of
the fair market value of the Common Stock on the Offering Termination Date, in
either case rounded up to the next whole cent, as so adjusted.

     For purposes of this Plan, the term "fair market value" means, if the
Common Stock is listed on a national securities exchange or is on the (U.S.)
National Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market system, the closing sale price of the Common Stock on such
exchange or as reported on Nasdaq or, if the Common Stock is traded in the
over-the-counter securities market, but not on the Nasdaq National Market, the
closing bid quotation for the Common Stock, each as published in THE WALL STREET
JOURNAL. If no shares of Common Stock are traded on the Offering Commencement
Date or Offering Termination Date, the fair market value will be determined on
the next regular business day on which shares of Common Stock are traded.

     For purposes of this Plan the term "business day" as used herein means a
day on which there is trading on the Nasdaq National Market or such national
securities exchange on which the Common Stock is listed.

     No employee shall be granted a purchase right which permits the employee to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary corporations at a rate which exceeds $25,000 of fair market
value of such stock (determined at the time such purchase right is granted) for
each calendar year in which such purchase right is outstanding at any time. If
the participant's accumulated payroll deductions and permitted cash
contributions on the last day of the Offering Period would otherwise enable the
participant to purchase Common Stock in excess of the $25,000 limitation
described in this paragraph, the excess of the amount of the accumulated payroll
deductions and permitted cash contributions over the aggregate purchase price of
the shares actually purchased shall be refunded to the participant by the
Company or its participating organization as soon as administratively

                                      -3-


<PAGE>


practicable, without interest (except where required by local law as determined
by the Plan administrators).

5.   EXERCISE OF PURCHASE RIGHT.

     Each eligible employee who continues to be a participant in the Plan on the
Offering Termination Date shall be deemed to have exercised his or her purchase
right on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
his or her accumulated payroll deductions and permitted cash contributions on
such date will pay for at the Purchase Right Exercise Price subject to the
5,000-share limit of the purchase right and the $25,000 limitation described in
Article 4. If a participant is not an employee on the Offering Termination Date
and throughout an Offering Period or Special Offering Period, he or she shall
not be entitled to exercise his or her purchase right under the Plan..

     If a participant's accumulated payroll deductions and permitted cash
contributions in his or her account are based on a currency other than the U.S.
dollar, then on the Offering Termination Date the accumulated payroll deductions
and permitted cash contributions in his or her account will be converted into an
equivalent value of U.S. dollars based upon the U.S. dollar-foreign currency
exchange rate in effect on that date, as reported in THE WALL STREET JOURNAL,
provided that such conversion does not result in an Purchase Right Exercise
Price which is, in fact, less than the lesser of an amount equal to 85 percent
of the fair market value of the Common Stock at the time such purchase right is
granted or 85 percent of the fair market value of the Common Stock at the time
such purchase right is exercised. The Plan administrators shall have the right
to change such conversion date, as they deem appropriate to effectively purchase
shares on any Offering Termination Date.

6.   AUTHORIZATION FOR ENTERING PLAN.

     An eligible employee may enter the Plan by following a written, electronic
or other enrollment process, including a payroll deduction authorization, as
prescribed by the Plan administrators. Except as may otherwise be established by
the Plan administrators, all enrollment authorizations shall be effective only
if delivered to the designated Plan administrator(s) in accordance with the
prescribed procedures not later than ten (10) business days before an applicable
Offering Commencement Date. Participation may be conditioned on an eligible
employee's consent to transfer and process personal data and on acknowledgment
and agreement to Plan terms and other specified conditions.

     The Company or its participating organization will accumulate and hold for
the employee's account the amounts deducted from his or her pay, except for such
jurisdictions in which payroll deductions are prohibited. No interest will be
paid thereon (except where required by local law as determined by the Plan
administrators). Participating employees may not make any separate cash payments
into their account, except in jurisdictions in which employees may not
contribute through payroll deductions.

                                      -4-


<PAGE>


     Unless an employee files a new authorization, or withdraws from the Plan,
his or her deductions and purchases under the authorization he or she has on
file under the Plan will continue as long as the Plan remains in effect. An
employee may increase or decrease the amount of his or her payroll deductions
and permitted cash contributions as of the next Offering Commencement Date by
filing a revised payroll deduction authorization in accordance with the
procedures then applicable to such actions. Except as may otherwise be
established by the Plan administrators, all revised authorizations shall be
effective only if delivered to the designated Plan administrator(s) in
accordance with the prescribed procedures not later than ten (10) business days
before the next Offering Commencement Date.

7.   MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     An employee may authorize payroll deductions, or, where permitted by the
Plan, make cash contributions, in an aggregate amount of not less than one
percent (1%) and not more than ten percent (10%) (in whole number percentages
only) of his or her eligible compensation. Such deductions shall be determined
based on the employee's election in effect on the payday on which such eligible
compensation is paid. An employee may not make any additional payments into such
account. Except as otherwise required by an applicable sub-plan, eligible
compensation means the wages as defined in Section 3401(a) of the Internal
Revenue Code, determined without regard to any rules that limit compensation
included in wages based on the nature or location or employment or services
performed, including without limitation base pay, shift premium, overtime, gain
sharing (profit sharing), incentive compensation, bonuses and commissions and
all other payments made to the employee for services as an employee during the
applicable payroll period, and excluding the value of any qualified or
non-qualified stock option or purchase right granted to the employee to the
extent such value is includible in the taxable wages, reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred compensation, and
welfare benefits, but determined prior to any exclusions for any amounts
deferred under Sections 125, 401(k), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b)
of the Internal Revenue Code or for certain contributions described in Section
457(h)(2) of the Internal Revenue Code that are treated as Company
contributions.

8.   UNUSED PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Offering Period. However, in no event will the
amount of the unused payroll deductions and permitted cash contributions carried
forward from a payroll period exceed the Purchase Right Exercise Price per share
for that Offering Period or Special Offering Period, as the case may be. If for
any Offering Period, including any Special Offering Period, the amount of unused
payroll deductions and permitted cash contributions should exceed the Purchase
Right Exercise Price per share, the amount of the excess for any participant
shall be refunded to such participant as soon as administratively practicable,
without interest (except where required by local law as determined by the Plan
administrators).

                                      -5-


<PAGE>


9.   CHANGE IN PAYROLL DEDUCTIONS AND PERMITTED CASH CONTRIBUTIONS.

     Deductions, or, where permitted by the Plan, cash contributions, may not be
increased or decreased during an Offering Period or Special Offering Period, as
the case may be.

10.  WITHDRAWAL FROM THE PLAN.

     An employee may withdraw from the Plan and withdraw all but not less than
all of the payroll deductions and permitted cash contributions credited to his
or her account under the Plan prior to the Offering Termination Date by
completing and filing a withdrawal notification with the designated Plan
administrator(s) in accordance with the prescribed procedures, in which event
the Company will refund as soon as administratively practicable without interest
(except where required by local law as determined by the Plan administrators)
the entire balance of such employee's deductions not previously used to purchase
Common Stock under the Plan. Except as may otherwise be established by the Plan
administrators, all withdrawals shall be effective only if delivered to the
designated Plan administrator(s) in accordance with the prescribed procedures
not later than ten (10) business days before the Offering Termination Date.

     An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee's rights under the Plan will be terminated and no
further payroll deductions or cash contributions will be made. To reenter, such
an employee must re-enroll pursuant to the provisions of Article 6 before the
next Offering Commencement Date which cannot, however, become effective before
the beginning of the next Offering Period or Special Offering Period following
his withdrawal. Notwithstanding the foregoing, employees who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended, who withdraw from
the Plan may not reenter the Plan until the next Offering Commencement Date
which is at least six months following the date of such withdrawal.

11.  ISSUANCE OF STOCK.

     As soon as administratively practicable after each Offering Period,
including any Special Offering Period, the Company shall deliver (by electronic
or other means) to the participant the Common Stock purchased under the Plan,
except as specified below. The Plan administrators may permit or require that
the Common Stock shares be deposited directly with a broker or agent designated
by the Plan administrators, and the Plan administrators may utilize electronic
or automated methods of share transfer. In addition, the Plan administrators may
establish other procedures to ensure that the Company's and its subsidiaries'
applicable tax withholding obligations are satisfied.

12.  NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS.

     An employee's rights under the Plan are his or hers alone and may not be
transferred or assigned to, or availed of by, any other person. Any purchase
right granted to an employee may be exercised only by him or her, except as
provided in Article 13 in the event of an employee's death.

                                      -6-


<PAGE>


13.  TERMINATION OF EMPLOYEE'S RIGHTS.

     Except as set forth in the last paragraph of this Article 13, an employee's
rights under the Plan will terminate when he or she ceases to be an employee
because of retirement, resignation, lay-off, discharge, death, change of status,
or fails to meet the applicable requirements for eligibility in the Plan, or for
any other reason. Notwithstanding anything to the contrary contained in Article
10, a withdrawal notice will be considered as having been received from the
employee on the day his or her employment ceases, and all payroll deductions and
permitted cash contributions not used to purchase Common Stock will be refunded
without interest as soon as administratively feasible (except where required by
local law as determined by the Plan administrators).

     Notwithstanding anything to the contrary contained in Article 10, if an
employee's payroll deductions and permitted cash contributions are interrupted
by any legal process, a withdrawal notice will be considered as having been
received from him or her on the day the interruption occurs.

     Upon termination of the participating employee's employment because of
death, the authorized legal representative of the employee's estate shall have
the right to elect, by written notice given to the Plan administrators prior to
earlier of the the expiration of the thirty (30) day period commencing with the
date of the death of the employee or the first Offering Termination Date
following the date of the death of the employee, either (i) to withdraw, without
interest (except where required by local law as determined by the Plan
administrators), all of the payroll deductions and permitted cash contributions
credited to the employee's account under the Plan, or (ii) to exercise the
employee's purchase right for the purchase of shares of Common Stock on the next
Offering Termination Date following the date of the employee's death for the
purchase of that number of full shares of Common Stock reserved for the purpose
of the Plan which the accumulated payroll deductions and permitted cash
contributions in the employee's account at the date of the employee's death will
purchase at the applicable Purchase Right Exercise Price (subject to the
limitations set forth in Article 4), and any excess in such account (in lieu of
fractional shares) will be paid to the employee's estate as soon as
administratively practicable, without interest (except where required by local
law as determined by the Plan administrators). In the event that no such written
notice of election shall be duly received by the Plan administrators, the
payroll deductions and permitted cash contributions credited to the employee's
account at the date of the employee's death will be paid to the employee's
estate as soon as administratively practicable, without interest (except where
required by local law as determined by the Plan administrators).


14.  TERMINATION AND AMENDMENTS TO PLAN.

     The Plan may be terminated at any time by the Company's Board of Directors.
It will terminate in any case on December 31, 2012, or if sooner, when all of
the shares of Common Stock reserved for the purposes of the Plan have been
purchased. Upon such termination or any 

                                      -7-


<PAGE>


other termination of the Plan, all payroll deductions and permitted cash
contributions not used to purchase Common Stock will be refunded without
interest (except where required by local law as determined by the Plan
administrators).

     The Committee or the Board of Directors may, in its sole discretion,
insofar as permitted by law, adopt amendments to the Plan from time to time.

15.  LIMITATIONS OF SALE OF STOCK PURCHASED UNDER THE PLAN.

     The Plan is intended to provide shares of Common Stock for investment and
not for resale. The Company does not, however, intend to restrict or influence
any employee in the conduct of his or her own affairs. An employee may,
therefore, sell stock purchased under the Plan at any time the employee chooses,
subject to compliance with any applicable federal or state securities laws and
subject to any restrictions imposed under Articles 11 and 25. The employee
assumes the risk of any market fluctuations in the price of such Common Stock.

16.  COMPANY'S OFFERING OF EXPENSES RELATED TO PLAN.

     The Company will bear all costs of administering and carrying out the Plan.

17.  PARTICIPATING ORGANIZATIONS.

     The term "participating organizations" shall mean any present or future
subsidiary, organization or business unit of the Company which is designated by
the Committee to participate in the Plan.

18.  ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by a committee of "disinterested" directors
as that term is defined in Rule 16b-3 under the U.S. Securities Exchange Act of
1934, as amended, appointed by the Board of Directors of the Company (the
"Committee"). The Committee shall consist of not less than two members of the
Company's Board of Directors. The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors. No
member of the Committee shall be eligible to participate in the Plan while
serving as a member of the Committee.

     The Committee shall select one of its members as Chairman, and shall hold
meetings at such times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

     The interpretation and construction by the Committee of any provisions of
the Plan or of any purchase right granted under it shall be final. The Committee
may from time to time adopt such rules and regulations which it deems necessary
for the proper administration of the Plan, to 

                                      -8-


<PAGE>


interpret the provisions and supervise the administration of the Plan, to make
factual determinations relevant to Plan entitlements, to adopt sub-plans
applicable to specified organizations or locations and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board.

     The Committee may, insofar as permitted by applicable laws and regulations,
limit participation in the Plan, for participating organizations, to employees
whose customary employment is greater than twenty (20) hours per week and is
more than five (5) months in any calendar year.

     With respect to persons subject to Section 16 of the Securities and
Exchange Act of 1934, as amended, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under said
Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
purchase right granted under it. The Company shall indemnify each member of the
Board of Directors and the Committee to the fullest extent permitted by law with
respect to any claim, loss, damage or expense (including counsel fees) arising
in connection with their responsibilities under this Plan.

     The Committee may delegate to one or more individuals the day-to-day
administration of the Plan. Without limitation, subject to the terms and
conditions of this Plan, the President, the Chief Financial Officer of the
Company, and any other officer of the Company or committee of officers or
employees designated by the Committee (collectively, the "Plan administrators"),
shall each be authorized to determine the methods through which eligible
employees may elect to participate, amend their participation, or withdraw from
participation in the Plan, and establish methods of enrollment by means of a
manual or electronic form of authorization or an integrated voice response
system. The Plan administrators are further authorized to determine the matters
described in Articles 11 and 25 concerning the means of issuance of Common Stock
and the procedures established to ensure that the Company's applicable tax
withholding obligations are satisfied.

     As soon as administratively practicable after the end of each Offering
Period and the Special Offering Period, the Plan administrators shall prepare
and distribute or make otherwise readily available by electronic means or
otherwise to each participating employee in the Plan information concerning the
amount of the participating employee's accumulated payroll deductions and
permitted cash contributions as of the Offering Termination Date, the Purchase
Right Exercise Price for such Offering Period, the number of shares of Common
Stock purchased by the participating employee with the participating employee's
accumulated payroll deductions and permitted cash contributions, and the amount
of any unused payroll deductions and permitted cash contributions either to be
carried forward to the next Offering Period or returned to the participating
employee without interest or otherwise distributed or retained as required by
local law as determined by the Plan administrators).

                                      -9-


<PAGE>


19.  PARTICIPANTS NOT STOCKHOLDERS.

     Neither the granting of a purchase right to an employee nor the deductions
from his or her pay shall constitute such employee a stockholder of the Company
with respect to the shares covered by such purchase right until such shares have
been purchased by and issued to him.

20.  APPLICATION OF FUNDS.

     The proceeds received by the Company from the sale of Common Stock pursuant
to purchase rights granted under the Plan may be used for any corporate
purposes, and the Company shall not be obligated to segregate participating
employees' payroll deductions and permitted cash contributions, unless required
by applicable laws and regulations.

21.  GOVERNMENTAL REGULATION.

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.

     In this regard, the Board of Directors may, in its discretion, require as a
condition to the exercise of any purchase right that a Registration Statement
under the Securities Act of 1933, as amended, with respect to the shares of
Common Stock reserved for issuance upon exercise of the purchase right shall be
effective, and that all other applicable provisions of state, federal and
applicable foreign law have been satisfied.

22.  TRANSFERABILITY.

     Neither payroll deductions or permitted cash contributions credited to an
employee's account nor any rights with regard to the exercise of a purchase
right or to receive stock under the Plan may be assigned, transferred, pledged,
or otherwise disposed of in any way by the employee. Any such attempted
assignment, transfer, pledge, or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article 10.

23.  EFFECT OF CHANGES OF COMMON STOCK.

     If the Company should subdivide or reclassify the Common Stock which has
been or may be subject to purchase rights under the Plan, or should declare
thereon any dividend payable in shares of such Common Stock, or should take any
other action of a similar nature affecting such Common Stock, then the number
and class of shares of Common Stock which may thereafter be subject to purchase
rights (in the aggregate and to any individual participating employee) shall be
adjusted accordingly.

                                      -10-


<PAGE>


24.  MERGER OR CONSOLIDATION.

     If the Company should at any time merge into or consolidate with another
corporation, the Board of Directors may, at its election, either (i) terminate
the Plan and refund without interest (except where required by local law as
determined by the Plan administrators) the entire balance of each participating
employee's payroll deductions and permitted cash contributions, or (ii) entitle
each participating employee to receive on the Offering Termination Date upon the
exercise of such purchase right for each share of Common Stock as to which such
purchase right shall be exercised the securities or property to which a holder
of one share of the Common Stock was entitled upon and at the time of such
merger or consolidation, and the Board of Directors shall take such steps in
connection with such merger or consolidation as the Board of Directors shall
deem necessary to assure that the provisions of this Article 24 shall thereafter
be applicable, as nearly as reasonably possible. A sale of all or substantially
all of the assets of the Company shall be deemed a merger or consolidation for
the foregoing purposes.

25.  WITHHOLDING OF ADDITIONAL TAX.

     By electing to participate in the Plan, each participant acknowledges that
the Company and its subsidiaries are required to withhold taxes with respect to
the amounts deducted from the participant's compensation and accumulated for the
benefit of the participant under the Plan, and each participant agrees that the
Company and its subsidiaries may deduct additional amounts from the
participant's compensation, when amounts are added to the participant's account,
used to purchase Common Stock or refunded, in order to satisfy such withholding
obligations. Each participant further acknowledges that when Common Stock is
purchased under the Plan the Company and its subsidiaries may be required to
withhold taxes with respect to the Common Stock purchased, and each participant
agrees that such taxes may be withheld from compensation otherwise payable to
such participant. It is intended that tax withholding will be accomplished in
such a manner that the full amount of payroll deductions and permitted cash
contributions elected by the participant under Article 7 will be used to
purchase Common Stock. However, if amounts sufficient to satisfy applicable tax
withholding obligations have not been withheld from compensation otherwise
payable to any participant then, notwithstanding any other provision of the
Plan, the Company and its subsidiaries may withhold such taxes from the
participant's accumulated payroll deductions and permitted cash contributions
and apply the net amount to the purchase of Common Stock, unless the participant
pays to the Company or its subsidiary, prior to the exercise date, an amount
sufficient to satisfy such withholding obligations. Each participant further
acknowledges that the Company and its subsidiaries may be required to withhold
taxes in connection with the disposition of stock acquired under the Plan and
agrees that the Company and its subsidiaries may take whatever actions they
consider appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the participant upon the payment to the Company
or its subsidiaries of an amount sufficient to satisfy such withholding
requirements.

                                      -11-


<PAGE>


26.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

     The Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to (and to delegate to the Plan
administrators the authority to) adopt rules and procedures regarding handling
of payroll deductions, cash contributions, payment of interest, conversion of
local currency, tax, withholding procedures and handling of stock certificates
which vary with local requirements.

     The Committee may also adopt sub-plans applicable to particular
organizations or locations. The rules of such sub-plans may take precedence over
other provisions of this Plan, but unless otherwise superseded by the terms of
such sub-plan, the provisions of this Plan shall govern the operation of such
sub-plan.


Adopted by the Directors:  April 25, 2002









<PAGE>
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

                                   EXHIBIT 21

                         SUBSIDIARIES OF THE REGISTRANT

Name                                     Jurisdiction Of Incorporation
----                                     -----------------------------

Alpha Industries Limited                            England

Alpha Industries GmbH                               Germany

Alpha Securities Corporation                        Massachusetts

CFP Holding Company, Inc.                           Washington

Trans-Tech, Inc.                                    Maryland

Alpha FSC, Inc.                                     Barbados

Aimta, Inc.                                         California




<PAGE>

                                   EXHIBIT 23
                                        
                                        
                                        
                        CONSENT OF INDEPENDENT AUDITORS







The Board of Directors
Alpha Industries, Inc.:

     We hereby consent to incorporation by reference in the registration
     statements (No. 33?63541, No. 33?63543, No. 33-71013, No. 33?71015,
     No.33-48394, No. 33-38832, No. 333-63818, No. 333-85024 and No. 333- 91524)
     on Form S-8 of Alpha Industries, Inc. of our report dated April 30, 2002,
     except for Notes 12 and 13, which are as of June 25, 2002, relating to the
     consolidated balance sheets of Alpha Industries, Inc. and subsidiaries as
     of March 31, 2002 and April 1, 2001 and the related consolidated statements
     of operations, stockholders' equity, and cash flows and related schedule
     for each of the years in the three-year period ended March 31, 2002, which
     report appears in the March 31, 2002 annual report on Form 10-K of Alpha
     Industries, Inc.





/s/KPMG LLP
KPMG LLP
Boston, Massachusetts
July 1, 2002