HITTITE MICROWAVE CORPORATION
(Exact name of registrant as specified in its charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No ý

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 ý No o

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

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. o

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2012 was $1,590,970,238.

Portions of the definitive Proxy Statement for the 2013 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission on or before April 30, 2013 are incorporated by reference in Part III of this Annual Report on Form 10-K.

HITTITE MICROWAVE CORPORATION

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

INDEX

We design and develop high performance integrated circuits (ICs), modules, subsystems and instrumentation for technically demanding radio frequency (RF) microwave and millimeterwave applications. As a result of our 28 years of experience and innovation, we have developed a deep knowledge of analog, digital and mixed-signal semiconductor technology, from the device level to the design and assembly of complete subsystems. Our fabless business model enables us to leverage our broad engineering, assembly and test capabilities and our intellectual property portfolio, including our semiconductor modeling expertise and library of proprietary circuit designs.

Growth in advanced electronic systems using RF, microwave and millimeterwave technology

Global demand for mobile communication services and for real-time access to diverse types of data continues to increase. This demand, coupled with the increasing capabilities and decreasing cost of computing devices, has led to rapid adoption of a wide variety of advanced electronic systems that rely on electromagnetic waves for high speed data transmission, reception or acquisition. These systems utilize a variety of data transmission technologies over a wide range of electromagnetic frequency bands, including RF, microwave and millimeterwave frequencies. These advanced electronic systems are integral to wireless networks such as cellular telephone, fixed wireless and satellite communication systems, as well as wired networks such as cable TV, broadband access and optical data networks. In addition, an increasing number of automotive, industrial, military, homeland security, scientific and medical applications use RF, microwave and millimeterwave technology to perform detection, measurement and imaging functions. All of these applications increase the demand for high speed networking equipment. The growth of advanced electronic systems using RF, microwave and millimeterwave technologies has accelerated demand for analog, digital and mixed-signal ICs, modules, subsystems and instrumentation that are optimized to provide high performance signal processing across the electromagnetic frequency spectrum.

The terms RF, microwave and millimeterwave refer generally to electromagnetic waves that are propagated when an alternating current is applied to an antenna or conductor. The properties and uses of electromagnetic energy depend on its frequency. Each type of system typically uses a different frequency range, or band, of the frequency spectrum. For example:

Access to specific bands of the frequency spectrum is limited due to spectrum capacity constraints. Frequency use is regulated globally by government agencies, which assign each type of communication service to one or more specific frequency bands. Growth in the volume of communications traffic, and

increasing demand for services such as multimedia that require higher data rates and consequently consume greater bandwidth, have resulted in more extensive use of the frequency spectrum.

Congestion of the limited available frequency bands is driving the telecommunications industry to develop more creative and efficient uses of available frequency spectrum. For example, some applications, such as newer 3G and 4G cellular telephone systems, have migrated to higher frequencies, which are inherently able to provide higher data transfer rates. Other applications, such as broadband wireless local loop applications, and cellular telephone systems being deployed in developing nations, take advantage of recently introduced modulation schemes to utilize lower frequency bands more efficiently. Still others, such as emerging ultra wide band systems, use new system architectures and complex modulation schemes to distribute data over the entire frequency spectrum. The implementation of these more complex system architectures and modulation schemes, and their distribution over a wider portion of the frequency spectrum, increase the technical challenges associated with the design and manufacture of ICs, modules, subsystems and instrumentation used in these systems.

The need for advanced electronic systems offering improved functionality, reliability and speed has intensified the challenges faced by original equipment manufacturers (OEMs) that design and develop these systems. Many OEMs do not have the IC design or semiconductor process expertise necessary to develop their own ICs, modules, subsystems and instrumentation for RF, microwave and millimeterwave applications. As a result, they increasingly look to qualified merchant suppliers to provide this expertise and these solutions and, in many cases, to design and manufacture custom products to meet their application-specific requirements.

Across all markets, OEMs seek semiconductor suppliers that provide technology that will enable them to differentiate their product offerings with respect to a number of criteria, including:

High performance. OEMs face continuously increasing competitive pressures to improve their products' overall system performance. As a result, OEMs require advanced semiconductor products that offer performance attributes such as higher power and linearity, lower noise, reduced power consumption, improved signal level and frequency accuracy and better isolation.

High reliability. OEMs seek suppliers with a demonstrated track record of delivering high quality products that will perform reliably for long periods of time under a variety of conditions. Manufacturers of advanced electronic systems used in certain commercial, military and aerospace applications have particularly stringent reliability requirements that mandate specialized design and manufacturing, quality assurance and testing processes.

Increased integration. Under constant pressure to offer their customers lower prices, OEMs seek to simplify their assembly operations and reduce their manufacturing costs by using more highly integrated components that combine multiple functions, thereby reducing design complexity, component count and system size.

Streamlined procurement processes. OEMs desiring to streamline their procurement processes seek suppliers with the proven ability to provide a broad range of products covering the full range of functions required for the design and manufacturing of high performance electronic systems that operate across the frequency spectrum.

Faster time to market. OEMs seek to shorten their product development cycles by outsourcing the highly specialized task of designing and manufacturing RF, microwave and millimeterwave

semiconductor products. Additionally, they select vendors that have strong manufacturing and product fulfillment capabilities and can meet short delivery lead time requirements.

An OEM's requirements may vary by market and application. In a particular application, an OEM may seek a highly integrated subsystem, while for another application the same OEM may prefer a single function IC that offers a specific performance attribute. A manufacturer of systems designed for consumer markets may require a supplier that can meet high volume manufacturing requirements, while that same manufacturer, when addressing military or aerospace markets, may require relatively low volumes of highly specialized, high value subsystems.

Challenges of developing ICs for manufacturers of advanced electronic systems

Advanced electronic systems typically rely upon a complex chain of analog and digital signals. Conversion of continuously varying real-world analog signals to binary digital form, and vice versa, and other signal transformations are known as signal processing functions. Semiconductor devices that combine analog and digital signal processing are referred to as mixed-signal ICs. The performance of an advanced electronic system depends substantially on the performance of the analog and mixed-signal ICs that provide its core functionality. Significant challenges are involved in designing and manufacturing analog and mixed-signal ICs that will operate satisfactorily at RF, microwave and millimeterwave frequencies, including the following:

RF, microwave and millimeterwave circuit design. RF, microwave and millimeterwave circuit design requires an understanding of complex electromagnetic and mathematical theory. Success in this field requires a combination of advanced scientific study and practical experience in implementing design techniques. Performance characteristics such as linearity and efficiency that are critical to electronic communications are more difficult to achieve at RF, microwave and millimeterwave frequencies. Unlike digital circuits, the performance of analog and mixed-signal circuits operating at these frequencies is affected by temperature, power supply and other external factors, as well as by the interaction of adjacent circuit elements. The design of an analog or mixed-signal circuit requires a sophisticated understanding of the complex interaction of all of these variables and the ability to predict, or model, the behavior of the IC under a variety of conditions.

Semiconductor device modeling. Creating an accurate device-level model of a semiconductor is fundamental to successful circuit design, particularly when the circuit is to be used at higher frequencies. The ability to predict the performance of a device manufactured using a particular process is necessary to enable a designer to modify the circuit design in order to meet the customer's requirements. Accurate device modeling requires the ability to measure and predict the behavior and interaction of the active and passive elements on a semiconductor under a range of conditions, including temperature, input power levels, frequency and voltage. Device modeling requires specialized skills and equipment, and engineers often develop proprietary methods to measure and validate the accuracy of their models. Because modeling is an iterative process, the accuracy, and thus the value, of device models increases with experience in using them over time.

Integration. Advances in gallium arsenide (GaAs) and silicon semiconductor technology have enabled higher degrees of integration in the design and manufacture of semiconductor devices. For example, analog and digital signal processing can now be combined on a single monolithic microwave integrated circuit (MMIC) or system on a chip (SOC). It has also become possible to combine multiple MMICs into a multi-chip module (MCM), which integrates multiple functions required by an advanced electronic system into a single compact package. Because MCMs can combine MMICs manufactured under different semiconductor process technologies, they can take advantage of the process technology that is best suited for each function. Higher degrees of integration can also be attained through the assembly of a number of MCMs into subsystems that provide greater functionality and can be more easily incorporated into an OEM's product.

The benefits of higher integration to an OEM can include superior performance, higher reliability, smaller form factor, lower parts count and simplified assembly processes. However, in order to deliver the benefits of higher integration to an OEM effectively, a semiconductor supplier must possess a broad range of engineering capabilities, including expertise in device modeling and the ability to optimize IC design and component interfaces based on system-level knowledge. The necessary capabilities also include the ability to manage the thermal, mechanical and package engineering issues that affect the performance of a highly integrated system, as well as the capability to perform more complex assembly and test operations.

As a result of all these factors, the knowledge and skills required to design integrated analog and mixed-signal devices operating at higher frequencies are highly specialized and can take many years to develop. We believe that a significant market opportunity exists for a supplier of high performance ICs, modules, subsystems and instruments optimized for RF, microwave and millimeterwave applications that can meet OEMs' diverse requirements.

Advanced RF, microwave and millimeterwave engineering capabilities. We have developed broad expertise in a number of disciplines that are critical to the design and manufacture of ICs, modules, subsystems and instruments for technically demanding RF, microwave and millimeterwave applications. These include:

Our knowledge of analog and mixed-signal semiconductor technology, from the device level to the design and assembly of subsystems and instruments optimized for RF, microwave and millimeterwave applications, enables us to deliver high performance, high value products to our customers.

Ability to optimize circuit design and semiconductor process and packaging technologies to meet customers' application requirements. Based on customers' requirements, we select the foundry and semiconductor process that we believe will provide the best combination of performance attributes and form factor for use in that application. We also have expertise in a range of industry standard and proprietary packaging technologies. Our fabless business model and broad engineering expertise enable us to optimize our product designs using the semiconductor process and packaging technology that best address our customers' needs.

Broad product portfolio. We offer a broad range of standard and custom ICs, modules, subsystems and instrumentation that perform a variety of functions across the RF, microwave and millimeterwave frequency bands. At December 31, 2012, we had more than 1,000 standard products which may be categorized for descriptive purposes into 36 functional product lines:

We offer our products in a wide variety of packaging formats, as well as in modules, subsystems and instrumentation, facilitating their use in a broad range of applications. We have the ability to rapidly design, prototype and commence volume production of our products, assisting our customers in meeting their time-to-market requirements. We introduced two new product lines in 2012, four in 2011, and six in 2010. We introduced 54 new standard products in 2012, 82 in 2011, and 122 in 2010. In 2012, we also introduced a comparable number of products directly to customers. These products are generally not publicly released for competitive reasons.

Diverse customer base, markets and applications. The diversity of our customers, markets and applications provides us with multiple long-term growth opportunities. In 2012, we sold our products to approximately 3,500 commercial and U.S. government customers for use in a variety of applications and markets worldwide. Our principal markets include:


Broadband	•	cable TV and cable modems
	•	direct broadcast satellite
	•	fixed and mobile wireless networks
	•	video and communications control and distribution
Cellular Infrastructure	•	3G and 4G cellular telephone base stations and repeaters
	•	E911 and GPS location systems
Fiber Optic	•	communications infrastructure
	•	fiber optic test equipment
	•	networking and storage test equipment
	•	network data communications equipment
Microwave and Millimeterwave Communications	•	high and low capacity point-to-point and point-to-multi-point radio systems
	•	very small aperture terminal (VSAT) systems
	•	short range local area enterprise networks
Military	•	communications systems
	•	radar, guidance and electronic countermeasure systems
	•	sensing and detection platforms
Space	•	communication and imaging payloads
	•	command, control and communications for commercial, scientific and military spacecraft
Test and Measurement	•	medical and industrial imaging systems
	•	homeland security systems
	•	telecommunications test equipment
	•	general electronics test equipment
	•	scientific and industrial equipment

Many of our standard products are purchased by a variety of customers in different markets for use in numerous types of applications. We believe that the diversity of our customers, markets and applications helps mitigate the impact on our business due to fluctuations in demand from any particular customer or industry.

Multi-channel sales and support capabilities. Due to the technical nature of our products and markets, we utilize a multi-channel sales and support model that is intended to facilitate our customers' evaluation and selection of our products. Our sales and support channels include our direct sales force, our applications engineering staff, our worldwide network of independent sales representatives, distribution partners and our website.

We believe that our multi-channel approach to sales and technical support encourages the selection of our products, results in high customer satisfaction and leads to repeat sales.

Our fabless business model. We outsource wafer manufacturing to multiple third party fabricators and foundries. We believe that this fabless business model and our expertise in a wide range of semiconductor process technologies enables us to develop products using the technology most appropriate for our customers' applications. We believe that investing in our core design and engineering competencies, including advanced RF, microwave and millimeterwave circuit design, device modeling, system-level engineering and packaging engineering, while outsourcing the capital-intensive task of semiconductor fabrication, best enables us to meet the needs of our customers.

We design, develop and sell high performance analog, digital and mixed-signal ICs, modules, subsystems and instrumentation used in technically challenging RF, microwave and millimeterwave and fiber optic communications applications. We offer a broad range of radio frequency integrated circuits (RFICs), MMICs, MCMs, subsystems and instruments that perform a variety of signal processing functions and that operate across the RF, microwave, millimeterwave and visible light frequency spectrum. Our products are used in a wide range of wired and wireless communications applications, such as cellular base stations, microwave and millimeterwave radio systems, broadband wireless access systems and direct broadcast satellite systems. They are also used in detection, measurement and imaging applications including military communication, targeting, guidance and electronic countermeasure systems, commercial, scientific and military spacecraft, automotive collision avoidance systems, medical imaging systems and industrial test equipment. We also offer products designed for use in fiber optic communications systems and in high speed data/voice/video/networking applications.

We offer standard products and custom products. We develop standard products from our own specifications and offer them for sale through our direct sales organization and network of sales representatives, a distributor and our website. We currently offer more than 1,000 standard products across 36 product lines. Our strategy in developing standard products is to introduce high performance products that will be valued by customers for their ability to address technically challenging applications, rather than to offer commodity ICs for use in high volume applications where cost, rather than performance, is the highest priority. We believe that many of our standard products offer a combination of form factor, functionality and performance attributes that are not available from any other supplier. The standard products listed on our website generally are purchased by multiple customers for use in a variety of applications.

We also develop custom products to meet the specialized requirements of individual customers. Our custom products are not listed on our website and are sold by our direct sales force, which works with customers and prospective customers to have our products selected and designed into our customers' systems and programs. Our custom products generally are purchased by the customer for whom they were developed.

Our product lines include most of the functional circuit blocks required to create both receiver and transmitter subsystems for any RF, microwave or millimeterwave application.

Many of our products are designed to perform across numerous frequency bands, making them useful for diverse applications. We also offer products that optimize particular performance attributes required in specific applications. These products are offered in a variety of packaging formats, including bare die, surface mount packages and connectorized modules. Our current product line offerings are as follows:

Our highly integrated custom and standard modules and subsystems leverage our extensive portfolio of standard and custom ICs with our knowledge of RF, microwave and millimeterwave system design and our electrical, thermal and mechanical engineering expertise. Our modules and subsystems are mounted on either ceramic substrates or printed circuit boards in self-contained metal housings. Products include:

We consider the following technologies to be important in the design and manufacture of our products.

We have expertise in designing analog, digital, mixed-signal, RF, microwave and millimeterwave ICs, RFICs and MMICs using a variety of semiconductor manufacturing processes. Different processes produce devices that have characteristic performance attributes that are particularly suitable for specific applications. In choosing the foundry, semiconductor material and process technology to be used to manufacture a new product, we seek to optimize the match between the process technology and the desired performance parameters of the product.

Our products are manufactured using GaAs, GaN (gallium nitride) and silicon semiconductor processes, including SiGe (silicon germanium), Bi-CMOS and CMOS. We continuously investigate advanced GaAs-, GaN- and silicon-based processes that we believe may offer product performance advantages in analog, digital, mixed-signal, RF, microwave and millimeterwave applications.

Interaction between an RF, microwave or millimeterwave semiconductor circuit and its package can significantly affect product performance, particularly at high frequencies. Characteristics such as the ability of the package to dissipate heat produced by the semiconductor, or to withstand vibration, shock, high temperature and humidity and other environmental conditions, are also critical in certain applications.

We carefully match the circuit design, semiconductor process and packaging technologies and, where necessary, develop new packaging technologies to ensure the product will perform as desired under the specified conditions. In this process, we use proprietary techniques to model the interaction between semiconductor and package, and our engineers make appropriate adjustments in the design of both the semiconductor and its package to take account of that interaction. We consider our expertise in package, design and modeling to be one of our core competencies and a key factor distinguishing us from our competitors.

We offer our products in a wide variety of packaging formats, ranging from bare die to surface mount plastic and ceramic packages and highly integrated, chassis-mounted connectorized subsystems. We offer plastic, ceramic and metal packaging formats, including many industry standard formats, as well as proprietary packaging technologies. Our microwave surface mount packages are offered in either a hermetically sealed format for military, space and high reliability commercial applications or a non-hermetically sealed format for commercial communications and sensor applications. Our highly integrated modules and subsystems are constructed utilizing a variety of formats including ceramic substrates or printed circuit boards mounted in self-contained metal housings.

When an application requires a standard packaging format, such as a product to be manufactured in large volumes using an industry standard plastic surface mount technology package, we outsource the packaging step in the manufacturing process to a third-party supplier. We typically perform the packaging of high value ceramic and metal package components in our own facility utilizing our automated wafer inspection, die attach and wire bond assembly equipment.

In response to environmental concerns, some customers and government agencies impose requirements for the elimination of hazardous substances, such as lead (which is widely used in soldering connections in the process of semiconductor packaging and assembly), from electronic equipment. For example, in 2003, the European Union (EU) adopted its Restrictions on Use of Hazardous Substances Directive (RoHS) Directive. Effective July 1, 2006, the RoHS Directive prohibits, with specified exceptions, the sale in the EU market of new electrical and electronic equipment containing more than agreed levels of lead or other hazardous materials. We have a

program in place to meet these customer and governmental requirements, including the RoHS Directive, where applicable to us, by making available versions of our products that do not include lead or other hazardous substances.

We focus our research and development efforts on designing and introducing new and improved standard and custom products and on developing new semiconductor device modeling and advanced high speed analog, digital, mixed-signal, RF, microwave or millimeterwave circuit designs.

We have made significant investments in our core engineering capabilities, including semiconductor device modeling and advanced high speed analog, digital, mixed-signal, RF, microwave and millimeterwave circuit design. Recently, we expanded our digital software and hardware engineering capabilities to support our subsystem and instrumentation product development efforts. In the area of device modeling, we are expanding our library of device models that measure and predict the performance of a transistor within a given circuit design and packaging technology. This allows us to select the process technology that provides the best combination of performance attributes for use in a given application. Our circuit design efforts are focused on developing products that provide superior performance and reliability.

We have design centers in seven locations, including our primary design centers in Chelmsford, Massachusetts, and additional facilities in Cairo, Egypt; Colorado Springs, Colorado; Istanbul, Turkey; Ottawa, Ontario, Canada; Roanoke, Virginia; and Trondheim, Norway.

As part of our research and development strategy, we have and may continue to license intellectual property from third parties. For example, we use integrated circuit design and background intellectual property that we licensed from Northrop Grumman Space Technology sector in 2007 and from IBM in 2010 to further expand our millimeterwave products.

We continuously develop products using our own specifications, guided by input from our customers and market analysis, that combine technological innovation and general application to yield a total solution for our customers. Our team of experienced engineers also works closely with many of our customers to develop and introduce custom products as well as complete system solutions that address the specific requirements of those customers.

We sell our products worldwide through multiple channels, including our worldwide direct sales force, applications engineering staff, our network of domestic and international independent sales representatives and our website. In addition, many of our standard products are available for sale through our distributors, Future Electronics and Digi-Key Corporation. Each of these sales channels is supported by our customer service and marketing organizations. We have sales and technical support staff in the United States, Canada, China, Finland, Germany, India, Ireland, Japan, Korea, Norway, Sweden, Taiwan, Turkey, and the United Kingdom. We intend to expand our sales and support capabilities and our network of independent sales representatives in key regions domestically and internationally.

Our direct sales force and applications engineers provide our customers with technical assistance regarding the selection and use of our products. We believe that maintaining a close relationship with our customers and providing them with technical support improves their level of satisfaction and enables us to anticipate and influence their future product needs. We provide ongoing technical training to our distributors and sales representatives to keep them informed of our existing and new products. Our website also provides our customers with on-line tools and technical resources to help them select and use our products.

We maintain an internal marketing organization that is responsible for the production and dissemination of sales and advertising materials, such as our product selection guide, product announcements, press releases, brochures, magazine articles, advertisements and cover features in trade journals and other publications and our newsletter in print, e-media and web formats. We participate in public relations and promotional events, including industry tradeshows and technical conferences. Our marketing organization is also responsible for the content and maintenance of our website.

We design and develop our proprietary products and utilize third-party foundries to manufacture the semiconductors used in our products. In some cases, we use third-party suppliers to assemble our products. Outsourcing many of our manufacturing and assembly activities, rather than investing heavily in capital-intensive production facilities, provides us with the flexibility to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements.

We currently utilize a wide range of semiconductor processes to develop and manufacture our products, although each of our foundries tends to use a particular process technology in the production of its semiconductor wafers. Based on the requirements of a particular product design, we choose the foundry and semiconductor process that we believe will provide the best combination of performance attributes for use in that product. For most of our products, we use a single foundry for the production of the semiconductor wafer. Our foundries are Cree, Global Communications Semiconductors, IBM, Tower/Jazz Semiconductor, Northrop Grumman, Taiwan Semiconductor Manufacturing Company (TSMC), Telefunken Semiconductor, TriQuint Semiconductor, United Monolithic Semiconductors (UMS) and WIN Semiconductors. We are actively engaged with these and other foundries to develop device models and intellectual property which can be included in our future production or research and development programs. Because the quality and reliability of our products is critical, we carefully qualify each of our foundries and processes before applying the technology to a production program.

For most of our products, the production process begins with a GaAs or silicon semiconductor substrate, or wafer. The foundry that we select to manufacture a particular product utilizes a set of masks that are generated from our proprietary circuit layout designs. Completed wafers or die are shipped by the foundry to us or to our third-party packaging vendors. Depending on the application, the integrated circuit may be sold as bare die or assembled into an injection molded plastic package or a ceramic or metal package or housing, using a wide variety of packaging technologies. Standard plastic packaged parts are assembled by third-party suppliers located primarily in Asia and the United States, while packaging of high value package components is performed primarily at our Chelmsford facility. We utilize contract manufacturers to produce complex printed circuit board assemblies for certain military and commercial subsystems and instruments. Following the assembly process, we perform a final test for validation, inspection and quality assurance purposes on all finished products before they are shipped to our customers.

Our Chelmsford manufacturing facility contains class 100K clean rooms certified for commercial, military and space level product manufacturing. Our networked material requirements planning documentation and test data acquisition systems enable us to track materials throughout our suppliers and our own facility, as well as schedule production activities and shipments based on customer demand. We utilize automated and manual test stations for each of our numerous package types, driven by proprietary test equipment configurations and software. Our manual and automatic hybrid assembly equipment includes die shear and bond pull inspection equipment, die inspect/pick, die/substrate attach and wire bond functions. We are capable of testing our products from DC up to 110 GHz, utilizing our automated and semi-automated RF, microwave and millimeterwave equipment.

We conduct environmental screening on production material, including tests such as temperature cycling and temperature shock, constant acceleration, mechanical vibration and shock, liquid and

ambient burn-in, fine and gross hermetic leak test and particle impact noise detection. Our reliability test equipment includes high temperature life-test equipment, highly accelerated stress test and infrared reflow testing and acoustic sonic scanning, as well as field emission scanning electron microscope (SEM) and energy dispersive spectroscopy (EDS) capability.

We are committed to maintaining the highest level of quality in our products. Our objective is that our products meet all of our customer requirements, are delivered on-time and function reliably throughout their useful lives. As part of our total quality assurance program, our quality management system has been certified to ISO 9001 since 1997 and is ISO 9001:2009 certified. The ISO 9001:2009 standards provide models for quality assurance in design and development, production, installation and servicing. This level of quality certification is required by many of our customers. In 2008, we expanded our quality initiatives and certifications to include ANSI S20.20 electrostatic discharge (ESD) management system certification and AS-9100 aerospace certification. In 2012, we upgraded our aerospace certification to AS9100-2009. These certifications evidence the fact that our operating policies and procedures satisfy industry requirements for our products' ESD protection and aerospace manufacturing controls. Many of our customers involved in the manufacture of systems used in military and aerospace applications have particularly stringent reliability requirements that mandate specialized manufacturing, quality assurance and testing processes. To meet these specialized needs, we have processes in place to manufacture parts to the requirements of MIL-PRF-38543/38535.

The markets for our products are extremely competitive, and are characterized by rapid technological change and continuously evolving customer requirements. We compete primarily with other suppliers of high performance analog and mixed-signal semiconductor components used in RF, microwave and millimeterwave applications. These competitors include large, diversified semiconductor manufacturers with broad product lines, such as Avago and Analog Devices, with whom we compete in a number of our markets. We also compete in specific markets or product categories with a large number of semiconductor manufacturers such as IDT, Linear Technology, M/A-COM, NEC, RFMD, Skyworks, TriQuint Semiconductor and UMS. We also encounter competition from manufacturers of advanced electronic systems that also manufacture semiconductor components internally. Some of these competitors, such as NEC, are also our customers. Additionally, in certain product categories we compete with semiconductor manufacturers from which we also obtain foundry services, such as TriQuint Semiconductor and UMS.

Many of our existing competitors have significantly greater financial, technical, manufacturing and marketing resources than we do and might be perceived by prospective customers to offer financial and operational stability superior to ours. This is particularly true of competitors in the markets for silicon-based products. We expect competition in our markets to intensify, as new competitors enter the RF, microwave and millimeterwave component market, existing competitors merge or form alliances, and new technologies emerge.

We seek to protect our proprietary technology under United States and foreign laws affording protection for trade secrets, and to seek United States and foreign patent, copyright and trademark protection of our products and developments where appropriate. We rely on trade secrets, patents, technical know-how and other unpatented proprietary information relating to our product development and manufacturing activities. We seek to protect our trade secrets and proprietary information, in part, by requiring our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also enter into non-disclosure agreements with our consultants, semiconductor foundries and other suppliers to protect our confidential information delivered to them.

We believe that while the protection afforded by trade secret, patent, copyright and trademark laws may provide some advantages, our ability to maintain our competitive position is largely determined by such factors as the technical and creative skills of our personnel, new product developments, and frequent product enhancements. There can be no assurance that our confidentiality agreements with employees, consultants and other parties will not be breached, that we will have adequate remedies for any breach or that our trade secrets and other proprietary information will not otherwise become known. There also can be no assurance that others will not independently develop technologies that are similar or superior to our technology or reverse engineer our products. Additionally, the laws of countries in which we operate may afford little or no protection to our intellectual property rights.

As of December 31, 2012, we had 486 full-time employees, compared with 469 full-time employees at December 31, 2011. We have never experienced a work stoppage, and none of our employees is subject to a collective bargaining agreement. We believe that our current relations with our employees are good.

The following table sets forth certain information regarding our executive officers, other vice president-level officers and directors.

Name		Position

Stephen G. Daly	47	Chairman of the Board, President and Chief Executive Officer
William W. Boecke	61	Vice President, Chief Financial Officer and Treasurer
Everett N. Cole III	51	Vice President of Hybrid Manufacturing(1)
Gorkem Guven	35	Vice President
William D. Hannabach	50	Vice President of Global Operations
Norman G. Hildreth, Jr.	49	Vice President
Dong Hyun (Thomas) Hwang	49	Vice President of Sales
Brian J. Jablonski	53	Vice President of Operations(1)
Jason M. Lynch	34	Managing Director, Hittite Microwave International Limited
Michael A. Olson	52	Vice President
Antonio Visconti	52	Vice President
Ernest L. Godshalk	67	Director(2)
Rick D. Hess	59	Director(3)
Adrienne M. Markham	61	Director(4)
Brian P. McAloon	62	Director(5)
Cosmo S. Trapani	74	Director(6)
Franklin Weigold	74	Director(7)

(6): Member of the Audit and Compensation Committees
(7): Lead Director and member of the Nominating and Corporate Governance Committee. Our Lead Director is a non-employee director, appointed by the Board, whose responsibilities are to preside over Board meetings in the absence of the Chairman and lead executive sessions of the Board (i.e., sessions without management present); to act as a liaison between the independent directors and the Chief Executive Officer, and facilitate discussions among the independent directors on key issues and concerns outside of Board meetings (without limiting the ability of any independent director to communicate directly with the Chairman); and to work with the Chairman to set an appropriate calendar of Board meetings and develop the agendas for Board meetings. Our Lead Director has no role in the management or operations of the Company, does not establish Company policy or strategy and, except as directed by the Board, does not act as a spokesman for the Company.

Stephen G. Daly has served as our President since January 2004, as our Chief Executive Officer since December 2004 and as our Chairman since December 2005. Since joining Hittite in 1996, Mr. Daly has held various positions, including Director of Marketing, Director of Sales, Principal Sales Engineer and Applications Engineer. From 1992 to 1996, Mr. Daly held sales management positions at Alpha Industries and M/A-COM, which are RF and microwave semiconductor companies. From 1988 to 1992, Mr. Daly held various microwave design engineering positions at Raytheon's Missile Systems Division and Special Microwave Device Operations Division. Mr. Daly received a B.S. in Electrical Engineering from Northeastern University.

William W. Boecke has served as our Chief Financial Officer and Treasurer since March 2001. From 1997 to 2001, Mr. Boecke served as Vice President, Corporate Controller of PRI Automation, Inc., a supplier of semiconductor manufacturing automation systems. From 1991 to 1997, Mr. Boecke served as Director of Finance of LTX Corporation, a developer of automated semiconductor test equipment. Mr. Boecke received a B.S. from St. John's University and an M.B.A. from Boston College, and became a Certified Public Accountant in 1978.

Everett N. Cole III has served as our Vice President of Hybrid Manufacturing since January 2010. From October 1997 to January 2010, Mr. Cole served as our Director of Quality. From 1985 until joining Hittite in 1997, Mr. Cole held various quality engineering positions at Raytheon's Missile Systems Division. Mr. Cole received a B.S. in Electrical Engineering from the University of Lowell and an M.S. in Manufacturing Management Science from the University of Massachusetts at Lowell.

Gorkem Guven has served as Vice President since October 2012, managing engineering and business development. Since joining Hittite in 2000 Mr. Guven has held various positions including General Manager of Hittite Istanbul. Mr. Guven has over 14 years experience in the semiconductor industry. Mr. Guven received his BS in Electrical Engineering from Middle East Technical University and an executive M.B.A. from Koc University.

William D. Hannabach has served as our Vice President of Global Operations since January 2010. Since joining Hittite in February 2005, Mr. Hannabach has held various positions, including Director of Operations and Director of Programs. From 2003 to 2005, Mr. Hannabach was a Global Supply Chain Strategy Program Manager at GE Healthcare. From 2000 to 2003, Mr. Hannabach was the Director of Project Management at the Surface Mount Division of Universal Instruments, a capital equipment manufacturer for the printed wire board industry. From 1985 to 2000, Mr. Hannabach held various program and operations management positions at Lockheed Martin Corporation and GE Aerospace. Mr. Hannabach received a B.S. in Mechanical Engineering from The Pennsylvania State University and an M.B.A. from Boston University.

Norman G. Hildreth, Jr. has served as Vice President since January 2010, managing research and development engineering. From January 2004 to January 2010, Mr. Hildreth served as our Vice President of Sales and Marketing, and from February 2002 to January 2004, he served as our Director

of Product Development. He was employed by Sirenza Microdevices, a designer and supplier of RF components, from August 2000 to February 2002, as Vice President, Wireless Products, and Director of Fixed Wireless Products. From February 1992 to August 2000, Mr. Hildreth held various positions at Hittite including Director of Marketing, Director of Sales, Engineering Sales Manager and Senior Engineer. From 1985 to 1992 he held design engineering positions at Adams-Russell, M/A-Com and ST Olektron. Mr. Hildreth received a B.S. in Electrical Engineering from the University of Massachusetts at Dartmouth.

Dong Hyun (Thomas) Hwang has served as our Vice President of Sales since January 2010. Since joining Hittite in January 2002, Mr. Hwang has held various positions, including Asia-Pacific Regional Sales Manager and Director of Sales. From 1997 to 2002, Mr. Hwang served as Country Manager for Korea for M/A-COM. Mr. Hwang received a B.S in Electrical Engineering from Lehigh University and an M.S. in Electrical Engineering from Lehigh University.

Brian J. Jablonski has served as our Vice President of Operations since December 2005. From May 2004 to December 2005, Mr. Jablonski served as our Director of Operations. From 2003 until joining Hittite in 2004, Mr. Jablonski served as a Capital Planning Manager at Allegro Microsystems Corp., a supplier of advanced mixed signal power IC semiconductors. From 2000 to 2003, he served as Materials Manager at M/A-Com and as the Director of Operations at Trebia Networks, a developer of storage networking applications. From 1986 to 2000, he served in a number of management positions, including Director of Materials, for Unitrode Integrated Circuits, a manufacturer of analog and mixed signal integrated circuits. Mr. Jablonski received a B.S. in Industrial Management from Northeastern University and an M.B.A. from New Hampshire College.

Jason M. Lynch has served as the Managing Director of Hittite Microwave International Limited since December 2011. Since joining Hittite in 2004, Mr. Lynch has held various engineering and sales positions. Mr. Lynch has over 13 years of experience in the semiconductor industry. Mr. Lynch received his Bachelor of Engineering and Master of Engineering Science from University College Cork, Ireland and an M.B.A from Babson College.

Michael A. Olson has served as Vice President since January 2010, managing research and development engineering. From January 2008 to January 2010, Mr. Olson served as our Vice President of Engineering. From March 1996 to January 2008, Mr. Olson held various positions at Hittite including Director of IC Engineering, Director of Product Development, Sales Engineer and Applications Manager. From 1985 to 1996, Mr. Olson held various design engineering positions at Raytheon's Microwave and Power Tube Division and Raytheon's Special Microwave Device Operations Division. Mr. Olson received a B.S. in Electrical Engineering from Lehigh University.

Antonio Visconti has served as Vice President since October 2011, managing research and development engineering. From 2010 to 2011, Mr. Visconti served as Business Director in Maxim Integrated Product's Precision Control Group. From 2008 to 2011 he served as the CEO and Founder of ACZENT, Inc, a provider of analog solutions. From 2002 to 2008 he served as the Vice President and General Manager of National Semiconductor's Data Conversion division. Mr. Visconti has over 22 years experience in the semiconductor industry. Mr. Visconti received his degree in Electronic Engineering from the University of Naples in Italy.

Ernest L. Godshalk has served as a member of our board of directors since 2008. From 2001 until his retirement in 2004, Mr. Godshalk served as President, Chief Operating Officer and a director of Varian Semiconductor Equipment Associates, Inc., a manufacturer of semiconductor processing equipment. Previously, he served as Varian's Vice President and Chief Financial Officer. He is a director of GT Advanced Technologies, Inc. He is also a Board Leadership Fellow of the National Association of Corporate Directors. Mr. Godshalk received his B.A. from Yale University in 1967 and his M.B.A. from Harvard University in 1969.

Rick D. Hess has served as a member of our board of directors since 2005. Mr. Hess is currently Vice President of Superconductors at American Superconductor Corporation, a provider of proprietary technologies and solutions for the electrical power infrastructure industry. From 2006 to 2010, he was President and Chief Executive Officer of Konarka Technologies, a developer of photovoltaic cells on plastic. From 2004 to 2006, Mr. Hess was Chief Executive Officer of Integrated Fuel Cell Technologies, Inc., a developer of micro-fuel cell systems. From 1999 to 2004, Mr. Hess served as President of M/A-COM, a subsidiary of Tyco Electronics. Mr. Hess received a B.S. in Electrical Engineering from Purdue University and an M.S. in Electrical Engineering from Johns Hopkins University.

Adrienne M. Markham has served as a member of our board of directors since 2008. Ms. Markham has been a director in the law firm of Goulston & Storrs, a Professional Corporation, since 1991. Ms. Markham brings 25 years of experience focusing on employment and corporate litigation. She has been an advisor to several bio-science and bio-tech firms. Ms. Markham received a B.S. in Education from Boston University and a J.D. from Suffolk University School of Law.

Brian P. McAloon has served as a member of our board of directors since 2008. Mr. McAloon was, from 2001 to March 2008, Group Vice President of the DSP and Systems Products Group of Analog Devices, Inc., a provider of semiconductors for high performance signal processing applications. He also served in a number of other roles at Analog Devices, including Vice President, Sales, Vice President, Sales and Marketing—Europe and Southeast Asia and General Manager, Analog Devices, B.V. Mr. McAloon received his B.Sc. in Electronics and Electrical Engineering from Glasgow University.

Cosmo S. Trapani has served as a member of our board of directors since 2000. From 2000 to 2002, Mr. Trapani served as Vice President and Chief Financial Officer of PRI Automation, Inc. From 1999 to 2000, Mr. Trapani was Senior Vice President and Chief Financial Officer at Circor International, Inc., a manufacturer of fluid control systems. From 1990 to 1998, Mr. Trapani was Executive Vice President and Chief Financial Officer of Unitrode Corporation, a manufacturer of analog and mixed-signal integrated circuits. Prior to Unitrode Mr. Trapani was Vice President Finance for Instron Corporation, a testing products company, and Corporate Controller and General Manager of Computervision CAD/CAM Division, an integrated computer systems company. Mr. Trapani was a member of the board of directors and Chairman of the audit committee of Ibis Technology, a manufacturer of equipment for the semiconductor industry. Mr. Trapani is a Certified Public Accountant and has been a member of various societies including AICPA, Massachusetts Society of CPAs, Board of Directors of Massachusetts Society of CPAs and Chapter President of IMA. Mr. Trapani received a B.S. from Boston College and was a Commanding Officer in the U.S. Army.

Franklin Weigold has served as a member of our board of directors since 2003 and as our lead director since November 2009. From 1999 to 2003, Mr. Weigold served as Vice President and General Manager of The Micromachined Products Division of Analog Devices, Inc., and from 1992 to 1999 was Vice President and General Manager of its Transportation and Industrial Products Division. Prior to joining Analog Devices, Mr. Weigold served as President and Chief Operating Officer of Unitrode Corporation. Previously, he was President of Silicon General Inc. Mr. Weigold is also a member of the Board of Directors of Enpirion, Inc. Mr. Weigold received a B.S. in Electrical Engineering from Michigan Technological University and an M.B.A. from the University of Pittsburgh.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website at www.hittite.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. The information posted on our website is not incorporated into this Annual Report.

The Private Securities Litigation Reform Act of 1995 contains certain safe harbor provisions regarding forward-looking statements. This Annual Report on Form 10-K, and other information provided by us or statements made by our directors, officers or employees from time to time, may contain "forward-looking" statements and information, which involve risks and uncertainties. Actual future results may differ materially. Statements indicating that we "expect," "estimate," "believe," "are planning" or "plan to" are forward-looking, as are other statements concerning future financial results, product offerings or other events that have not yet occurred. There are several important factors that could cause actual results or events to differ materially from those anticipated by the forward-looking statements. Such factors include those described below. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized. We also cannot assure that we have identified all possible issues which we might face. We undertake no obligation to update any forward-looking statements that we make.

Uncertain prospects for the global economy could adversely affect our business, results of operations and financial condition.

We are unable to predict the future of the global economy, and there is no certainty that our business will grow in the long term. These uncertainties, including uncertainties related to the current sovereign debt crisis in certain countries in Europe and to the mandatory reductions in defense spending that may occur under the U.S. Budget Control Act of 2011, affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. Uncertain economic conditions may lead consumers, businesses and governments to reduce or postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. The inability of customers to obtain credit could negatively affect our revenue and our ability to collect receivables. In addition, financial difficulties experienced by our suppliers, independent sales representatives or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. If uncertain economic conditions continue or deteriorate, we may recognize charges relating to restructuring costs or the impairment of assets. These uncertainties could have a material adverse impact on our business, our ability to achieve targeted results of operations and our financial condition.

Our quarterly revenue and operating results are difficult to predict accurately and may fluctuate significantly from period to period. As a result, we may fail to meet the expectations of investors, which could cause our stock price to decline.

We operate in a highly dynamic industry and our future results could be subject to significant fluctuations, particularly on a quarterly basis. Our quarterly revenue and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. Although some of our customers, such as those who serve the military and space industries, place long-term orders with us or provide us with forecasts of their future requirements for our products, a significant percentage of our revenue in each quarter is dependent on sales that are booked and shipped during that quarter, typically attributable to a large number of orders from diverse customers and markets, which we refer to as our "turns business." Accurately forecasting our turns business and our total revenue in any quarter is difficult. If our operating results do not meet our publicly stated guidance, if any, or the expectations of investors, our stock price may decline. Additional factors that can contribute to fluctuations in our operating results include:

Due to these and other factors, quarter-to-quarter comparisons of our historical operating results should not be relied upon as accurate indicators of our future performance.

As a fabless company, we depend on third-party foundries to manufacture semiconductor wafers that are critical to our products, which makes us susceptible to supply shortages or loss of supply, price fluctuations and quality risks that could adversely affect our operating results.

We obtain all the semiconductor wafers used in our products from third-party wafer fabrication facilities, known as foundries. Our principal third-party foundries include Cree in North Carolina, Global Communications Semiconductors in California, IBM in Vermont, Northrop Grumman in California, Telefunken Semiconductors in Germany, TriQuint Semiconductor in Oregon and Texas, Tower/Jazz in California, TSMC in Washington and Taiwan, UMS in France and WIN Semiconductors in Taiwan. We typically rely on a single foundry for the production of the wafer used in a particular product. We generally have not had long term supply agreements with our foundries. Our agreements with our foundries fix the prices at which we purchase wafers from them, typically for a period of one year.

Our reliance on third-party foundries involves a number of risks. These include uncertainties as to availability of manufacturing capacity, reduced control over our manufacturing costs, delivery times, reliability and process quality, which can adversely affect the quality of our components produced from these wafers, the possible misappropriation of our technology and the possibility that third parties may claim that our products infringe their intellectual property as a result of activities by our foundries. In addition to wafers, we also purchase a number of other key components and services from sole source suppliers or a limited number of suppliers, which exposes us to similar risks. For example, we rely on a small number of subcontractors, primarily in Asia and the United States, to package some of our products, particularly those that utilize standard plastic encapsulated packages.

The ability of our suppliers to meet our requirements could be impaired or interrupted by constraints on their manufacturing capacity or by a variety of other factors beyond their control, such as earthquakes or other natural phenomena, labor strikes or shortages or political unrest. One supplier of wafers that are used in a significant number of our products has, in the past, experienced financial difficulties. Financial or other difficulties faced by our suppliers, or significant changes in demand for the components, materials or services they use in the products they supply to us, could limit the availability of those products to us.

The number of foundries that can provide the advanced gallium arsenide, or GaAs, processes that currently account for most of our wafer purchases is limited. Growth in global demand for RF

components, particularly for use in smart phones and other mobile devices, has led to higher utilization at many GaAs foundries, and at least one of our foundries has experienced capacity constraints that have affected its operations. Several of our foundries, including TriQuint Semiconductor, UMS and (to a lesser extent) Northrop Grumman, also compete with us in the business of developing and selling semiconductor ICs, which could affect their willingness to continue to supply us or others with foundry services or otherwise result in their having objectives that conflict with ours. As a result of these or other factors, one or more of our foundries or other suppliers could in the future be unable to, or elect not to, make available to us adequate manufacturing capacity to meet our requirements, extend their lead times or seek to increase the prices of materials we purchase from them as their contracts with us expire. If any of these events were to occur, our operations could be adversely affected.

We are in the process of transitioning away from one of our principal foundry suppliers, which creates uncertainties that could affect our business, revenues, profitability and financial condition.

We have been transitioning away from one of our principal foundries from which we historically sourced a substantial portion of our GaAs wafers. We have been working with the foundry to manage this transition with the goal of maintaining adequate supplies of the affected products over their natural life cycles, which are typically five to ten years. The impact of this transition on our business is uncertain. We have made larger than normal purchases of raw materials inventory from this foundry, which we refer to as advance purchases, in order to support the products which have the longest life cycles. This consumes cash and could expose us to increased risk of inventory write-offs. At December 31, 2012, raw material inventory includes $33.1 million of advance purchases of wafers from this foundry. During this transition, we could experience adverse reactions from customers, which could affect our revenues, and the productivity of our new product development efforts has been, and may continue to be, adversely affected as we divert engineering resources in order to translate certain existing products to other foundries, which could affect our profitability. Further, products translated to other foundries could have inferior performance, production yields or costs. If any of these events were to occur to a more significant degree than they have to date, our business, revenues, profitability and financial condition could be adversely affected.

Our financial results are exposed to the cyclicality of the semiconductor industry.

The recent market downturn reduced demand in the semiconductor industry as well as numerous other industries, which adversely affected our bookings and revenue in 2011 and 2012. In addition to being subject to such broad, macroeconomic conditions, the semiconductor industry is particularly cyclical and has historically experienced significant fluctuations in supply and demand, resulting in product overcapacity, high inventory levels and accelerated erosion of average selling prices, which may occur even during periods of growth in the broader economy. These conditions have sometimes lasted for extended periods of time. Downturns in many sectors of the electronic systems industry have in the past contributed to weak demand for semiconductor products. We, and the semiconductor industry generally, are in a period of weak demand. This period of weak demand could further adversely impact our revenue and harm our business, financial condition and results of operations.

If we fail to develop new products that achieve market acceptance or fail to introduce new products that enable us to address additional markets, our operating results could be adversely affected.

The markets for our products are characterized by frequent new product introductions and changes in product and process technologies. The future success of our business and continued growth in our revenue will depend on our ability to develop new products for existing and new markets, introduce these products in a cost-effective and timely manner and have our products designed into the products of OEMs. The development of new high performance semiconductor ICs, modules, subsystems and instrumentation is highly complex, and from time to time we may experience delays in completing the

development and introduction of new products or fail to efficiently manufacture such products in the early production phase. As the complexity and degree of integration of our products increases, maintaining or increasing our historical rate of new product introductions will become increasingly challenging. Our ability to successfully develop, manufacture, introduce and deliver new types of high performance semiconductor ICs, modules, subsystems and instrumentation will depend on various factors, including our ability to:

Furthermore, a newly introduced standard product generally has little immediate impact on our revenue. A new standard product may not generate meaningful revenue for two or more years, if ever. In the meantime, we will have incurred expenses to design and produce the product, and we may not recover these expenses if demand for the product fails to reach forecasted levels.

Our gross margin fluctuates from period to period, which affects our results of operations.

Our gross margin has fluctuated on a quarterly basis. For example, our quarterly gross margin since the first quarter of 2008 has ranged from a low of 70.1% to a high of 74.8%, including sequential, quarterly variations as high as 2.8 percentage points. We believe that our gross margin in recent periods has been at the high end of what we consider our normal range. A number of factors can cause our gross margin to fluctuate from period to period. Our gross margin in any period is significantly affected by industry demand and the intensity of competition in the markets into which we sell our products. Our gross margin is also significantly affected by product mix, that is, the percentage of our revenue in that period that is attributable to higher or lower margin products, and by pricing, including fluctuations in the relative proportion of high volume orders, on which we offer higher discounts. Additional factors affecting our gross margin include changes in the cost of wafers and materials, the timing of indirect costs for pre-production masks and evaluation materials, project cost variations on customer-funded contracts, changes in overhead absorption, charges for excess or obsolescent inventory, changes in manufacturing efficiencies, and other factors, some of which are not under our control. Our margin also can be substantially affected by variations in our manufacturing yields. Our yields depend on many factors that we control, such as product design and the effectiveness of our own assembly and test operations, but they are also affected by the activities of third parties, such as the foundries and packaging and test subcontractors that supply us with critical materials and services, that are beyond our control. Our margins may also be adversely affected by the transition away from one of our principal foundry suppliers discussed above. As a result of these or other factors, our gross margin may fluctuate, or even trend down over time. A significant decrease in our gross margin would affect our profitability and likely have an adverse effect on our stock price.

We may be subject to claims that we are infringing third-party intellectual property rights, which could result in costly and lengthy litigation that could harm our business.

In recent years there has been significant litigation involving intellectual property rights in many technology-based industries, including our own. Because patent applications often are not disclosed until a patent issues, it is not always possible for us to know whether patent applications are pending that might be infringed by our products, and there could be issued patents that are pertinent to our

business of which we are not aware. Our products may also be claimed to infringe intellectual property rights of others as a result of activities by our foundries or other suppliers with respect to which we have no control or knowledge. In connection with the sale of our products, we often make representations affirming, among other things, that our products do not infringe on the intellectual property rights of others, and we agree to indemnify customers against third-party claims of such infringement.

We have from time to time been the subject of litigation alleging that sales by us of our products infringe patents held by such third parties. We have also from time to time received letters asserting that we infringe patents held by third parties that have not resulted in litigation. We have incurred significant costs in investigating and defending these actions and claims, and there can be no assurance that these or any other pending or future litigation or claims relating to infringement of third-party intellectual property rights can be resolved in a manner favorable to us. Any claims relating to the alleged infringement by us of third-party proprietary rights, whether meritorious or not, could be time-consuming to defend and could harm our working relationships with our foundries and customers, damage our reputation, result in substantial and unanticipated costs associated with litigation, require us to enter into royalty or licensing agreements, which may not be available on acceptable terms or at all, or result in the payment by us of substantial damages. If any of our products were found to infringe the intellectual property rights of any third party and if a license were not available on reasonable terms, we could be required to redesign the infringing product so as not to infringe, which could be time consuming and costly, or if this is not feasible, we could be required to withdraw the infringing product from the market.

Operations at our Chelmsford, Massachusetts facilities and at our new warehouse facility in Malaysia that are critical to our business are subject to disruption from a variety of causes, including those that may be beyond our control.

Our executive management, sales, marketing and administrative functions in the United States, and a substantial portion of our research and development and product design activities, are carried out at our headquarters facility in Chelmsford, Massachusetts, while final assembly of our module and subsystem-level products, and final testing for most of our products, are carried out at our separate manufacturing facility, also located nearby in Chelmsford, Massachusetts. These activities are critical to our business, and could be affected by disruptions such as electrical power outages, fire, earthquake, flooding, acts of terrorism, health advisories or risks, or other natural or man-made disasters that could damage these facilities. Additionally, a substantial portion of our raw materials inventory is held in a warehouse facility operated by a third party in Malaysia, and is subject to risks of theft, fire, earthquake, flooding and other similar casualty risks. Although we seek to mitigate these risks by maintaining casualty and business interruption insurance, this insurance would not be adequate to protect against all the consequences of such occurrences. A major disruption affecting our Chelmsford assembly and test operations, or our Malaysia warehouse, could cause significant delays in shipments until we are able to procure and outfit another suitable facility or to qualify and contract with alternative third party suppliers, or procure replacement inventory, processes which could take many months. A significant portion of the inventory held in our Malaysia warehouse consists of advance purchase material procured from a foundry from which we likely would not be able to obtain replacement inventory. Loss of this inventory would therefore result in a substantial loss of revenue that would likely not be covered by insurance, and could have a material adverse effect on our results of operations. Even if alternative assembly and test capacity or sources of supply are available, we may not be able to obtain them on a timely basis, or favorable terms, which could result in higher costs and/or a loss of customers.

We may be subject to information technology system failures, network disruptions and breaches in data security.

Information technology system failures, network disruptions and breaches of data security could disrupt our operations by causing delays or cancellation of customer orders, impeding the manufacture or shipment of products, preventing the processing of transactions and interfering with the accurate reporting of our financial results. They could also result in the unintentional disclosure of confidential information about our company, or our intellectual property, or with respect to our customers and employees. While we have taken, and will continue to take, steps to address these concerns by implementing network security and internal control measures, there can be no assurance that a system failure or data security breach will not have a material adverse effect on our business or our financial condition or operating results.

We may not be able to effectively manage the challenges associated with global business expansion, including the need to make improvements in our infrastructure and systems, and any failure by us to manage these challenges could harm our business and operating results.

We are expanding internationally, including our acquisition of Arctic Silicon Devices in Norway, the establishment of our international operations center in Ireland, the opening of our new design center in Egypt and establishment of a new warehouse facility operated by a third party in Malaysia. Hittite requires significant attention and resources to manage geographically dispersed operations. Our long-term global expansion project has many goals, including optimizing how we execute our growing international business. We believe that our new corporate structure will enable us to service our international customers, better manage our global suppliers and have significant long-term benefits, including improving customer satisfaction, reducing manufacturing cost and cycle times and lowering our financial risk.

The recent expansion of our headcount and in the geographical scope of our operations have placed additional demands on our management and other resources. To accommodate any future growth, we must continue to expand and upgrade our operational and financial systems, procedures and controls, and other internal management systems. We recently completed a major upgrade of our enterprise resource planning, or ERP, system. As a result of our international expansion and the increasing scale and complexity of our operations, we have now decided to implement an entirely new ERP system with substantially greater functionality, a project that we expect will take twelve to twenty-four months to complete.

These projects and other planned improvements to our facilities and our operational, financial and management information systems require substantial managerial and financial resources, and our efforts in this regard may not be successful. The implementation of new or upgraded management information systems, and their adaptation to our more complex international structure, is a complex and costly process that involves numerous risks. Any failure of these systems to function as expected that is not detected by our system of internal control over financial reporting could result in errors in our financial reporting, which could be material, or cause delays in reporting results in accordance with our regulatory requirements. In general, if we fail to adequately manage our global business expansion, or to improve our operational, financial and management information systems in a timely and effective manner, our business and results of operations could be materially adversely affected.

We design and manufacture products in our standard product line based upon our internal assessment and forecasts of market requirements, and our results of operations will be adversely affected if we fail to assess market requirements accurately.

A majority of our revenue is typically derived from sales of our standard products. We order components and materials, such as semiconductor wafers, used in the manufacture of our standard products 12-14 weeks in advance, while our customers typically place orders for those products one to eight weeks in advance, exposing us to inventory and manufacturing costs in advance of anticipated revenue. If we or our customers fail to predict market demand accurately for new and existing standard products, we may experience a delay or reduction of anticipated revenue without having sufficient time to adjust our inventory and operating expenses. Our customer's requested lead times have recently been decreasing. As the number of products we offer increases, and our customers' expected lead times grow shorter, we have been required to carry larger amounts of inventory and may be exposed to increased inventory risk.

Lead times for our manufacturing materials can vary significantly and depend on factors such as specific supplier requirements, the size of the order, contract terms and current market demand. As a result, we make financial commitments in the form of purchase commitments. Furthermore, we generally lack visibility into the finished goods inventories of our customers, which makes it more difficult for us to accurately forecast their requirements. If we overestimate our customers' requirements, we may have excess inventory, which would increase our costs. If we underestimate our customers' requirements, we may have inadequate inventory, which could prevent us from delivering our products to our customers on a timely basis, which could disrupt our customers' production schedules. Any of these occurrences could negatively impact our operating results and our business.

We design custom products to meet specific requirements of our customers. The amount and timing of revenue from such products can cause fluctuations in our quarterly operating results.

The design and sales cycle for our custom products, from initial contact by our sales force to the commencement of shipments of those products in commercial quantities, is lengthy and can range from three months to as long as two years or more. In this process, our sales and application engineers work closely with the OEM customer to analyze the customer's system requirements and establish a technical specification for the custom product. We then select a semiconductor process and foundry, evaluate test wafers and components, and establish assembly and test procedures before manufacturing in commercial quantities can begin. The length of this cycle is influenced by many factors, including the difficulty of the technical specification, the novelty and complexity of the design and the customer's procurement processes. OEMs typically do not commit to purchase significant quantities of the custom product until they are ready to commence volume shipment of their own systems, and volume purchases of our products by an OEM customer or its contract manufacturer generally do not occur until the OEM customer has successfully introduced the system incorporating our product. Our receipt of substantial revenue from sales of a custom product depends on that customer's commercial success in manufacturing and selling its system incorporating our product. As a result, a significant period may elapse between our investment of time and resources in a custom product and our receipt of substantial revenue from sales of that product.

The length of this process increases the risk that a customer will decide to cancel or change its product plans. Such a cancellation or change in plans by a customer could cause us to lose anticipated sales. In addition, our business, financial condition and results of operations could be adversely affected if a significant customer curtails, reduces or delays orders during our sales cycle, chooses not to release equipment that contains our products, or is not successful in the sale and marketing of its products that incorporate our custom products.

Finally, if we fail to achieve initial design wins in the customer's qualification process, we may lose the opportunity for significant sales to that customer for a lengthy period of time because the customer

may be unlikely to change its source for those products in the future due to the significant costs associated with qualifying a new supplier and potentially redesigning its product.

We rely on a small number of customers for a significant percentage of our revenue, and the loss of, or a reduction in, orders from these customers could result in a decline in revenue.

We have historically depended on a small number of customers for a large percentage of our annual revenue. Revenue derived from our 10 largest customers as a percentage of our annual revenue was 40.2% in 2012, 43.2% in 2011 and 36.5% in 2010. During 2012, 2011 and 2010, Boeing accounted for 16%, 16% and 11%, respectively of our total sales. We include in these calculations revenue from products sold to these customers directly by us or through sales representatives and our distributors, as well as from products sold to contract manufacturers for use in a system manufactured by the contract manufacturer for that customer. Our major customers often use our products in multiple systems or programs, sometimes developed by different business units within the customer's organization, each having differing product life cycles, end customers and market dynamics. While the composition of our top 10 customers varies from year to year, we expect that sales to a limited number of customers will continue to account for a significant percentage of our revenue for the foreseeable future. Additionally, we have noted consolidation among OEMs in some of our markets, which could result in an increased concentration in our sources of revenue. It is possible that any of our major customers could terminate its purchasing arrangements with us or significantly reduce or delay the amount of our products that it orders, purchase products from our competitors or develop its own products internally. The loss of, or a reduction in, orders from any major customer could cause a decline in revenue and adversely affect our results of operations.

Our failure to continue to keep pace with new or improved semiconductor process technologies could impair our competitive position.

Semiconductor manufacturers constantly seek to develop new and improved semiconductor process technologies. Our future success depends in part upon our ability to continue to gain access to these semiconductor process technologies in order to adapt to emerging customer requirements and competitive market conditions. Our access to advanced GaAs semiconductor process technologies for new product development may be adversely affected by the transition away from one of our principal foundry suppliers discussed above. If we fail for any reason to remain abreast of new and improved semiconductor process technologies as they emerge, we may lose market share which could adversely affect our operating results.

Our business depends on international customers, suppliers and operations, and as a result we are subject to regulatory, operational, financial and political risks which could adversely affect our financial results.

The percentage of our revenue attributable to sales to customers outside the United States, based on the customer location, was 52.9% in 2012, 54.8% in 2011 and 55.1% in 2010, respectively. We expect that revenue from customers outside the United States will continue to account for the majority of our revenue. Currently, we maintain international sales offices in Europe and Asia, and we rely on a network of independent sales representatives to sell our products internationally. We also have design centers in Turkey, Canada, Norway and Egypt. In 2012, we established an international headquarters in Ireland as part of our global expansion project. We have in the past relied on, and expect to continue to rely on, suppliers, manufacturers and subcontractors located in countries other than the United States, including France, Germany, Malaysia, the Philippines, Korea and Taiwan. Accordingly, we will

be subject to several risks and challenges, any of which could adversely affect our business and financial results. These risks and challenges include:

Political and economic instability and changes in governmental regulations could adversely affect our ability to effectively operate our foreign sales offices and foreign design centers, as well as the ability of our foreign suppliers to supply us with required materials or services. Any interruption or delay in the supply of our required components, products, materials or services, or our inability to obtain these components, materials, products or services from alternate sources at acceptable prices and within a reasonable amount of time, could impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders.

Additionally, most of our foreign sales, as well as our purchases of material from international suppliers, are denominated in U.S. dollars. An increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive for our international customers to purchase, thus rendering the prices of our products less competitive. Conversely, a reduction in the value of the U.S. dollar relative to foreign currencies could increase our supply costs.

The segment of the semiconductor industry in which we participate is intensely competitive, and our inability to compete effectively would harm our business.

resources than we do, and might be perceived by prospective customers to offer financial and operational stability superior to ours. This is particularly true of competitors in the markets for silicon-based products. We expect competition in our markets to intensify, as new competitors enter the RF, microwave and millimeterwave component market, existing competitors merge or form alliances, and new technologies emerge. If we are not able to compete effectively, our market share and revenue could be adversely affected, and our business and results of operations could be harmed.

We rely on the significant experience and specialized expertise of our senior management and engineering staff and must attract and retain qualified engineers and other highly skilled personnel in order to grow our business successfully.

Our performance is substantially dependent on the continued services and performance of our senior management and our highly qualified team of engineers, many of whom have numerous years of experience and specialized expertise in our business. Highly skilled analog and mixed-signal IC engineers, in particular, are in short supply. We expect to continue to hire additional engineering personnel as we expand our IC design and system-level engineering capabilities. If we are not successful in hiring and retaining highly qualified engineers, we may not be able to extend or maintain our engineering expertise, and our future product development efforts could be adversely affected.

Our future success also depends on our ability to identify, attract, hire, train, retain and motivate highly skilled managerial, financial, operations, sales, marketing and customer service personnel. If we fail to attract, integrate and retain the necessary personnel, our ability to maintain and grow our business could suffer significantly. Further, stock price volatility could impact our ability to retain key personnel.

Our business could be adversely affected if we experience product returns, product liability and defects claims.

We introduce a significant number of new products every year, and we may not be able to anticipate all of the possible performance or reliability problems that could arise with these products. If such problems occur or become significant, we could experience a reduction in our revenue and increased costs related to inventory write-offs, warranty claims and other expenses which could have an adverse effect on our financial condition.

The materials used to manufacture our products are complex and are provided by a significant number of vendors in our supply chain. While we perform extensive testing and inspections during the manufacturing process, some defects may escape detection in our manufacturing process and subsequently pass through to our customers. These matters have arisen from time to time and may reasonably be expected to occur again in the future. The occurrence of defects such as these could result in product returns from, and reduced product shipments to, our customers. Such defects also could result in the loss of or delay in market acceptance of our products or harm our reputation.

Our purchase agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. However, the limitation of liability provisions contained in these agreements may not be effective as a result of federal, state or local laws, or ordinances or unfavorable judicial decisions in the United States or other countries. The insurance we maintain to protect against claims associated with the use of our products may not adequately cover all claims asserted against us. In addition, even if ultimately unsuccessful, such claims could result in costly litigation, divert our management's time and resources, and damage our customer relationships.

Our signal generator instrument products are more complex than our core IC products, and as a result, present quality, regulatory and product liability risks that differ from those we have faced in our core IC business.

Our signal generators are complex microwave test instruments and could be subject to multiple internal component failures and manufacturing and software defects which could result in product failure. Defects in the hardware or software incorporated in these products could cause us to incur significant warranty, support and repair costs, divert the attention of our engineering personnel from our product development efforts and harm our relationship with our customers. Our test and measurement instrument products operate using line voltages of 100 volts or more and certain products require AC-to-DC power transformers which we purchase from a third party and supply to our customers. The failure of these products or their power transformers could cause safety problems for the operator, including the risk of electrical shock, injury or death in the event of a short circuit or other malfunction, and a product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend. We may be required to comply with various domestic and international legal directives governing the manufacture of our test and measurement instrument products. Failure of our test and measurement system products to meet domestic and international safety and other regulatory requirements for electromagnetic radiation, power consumption or workmanship standards could result in a loss of revenue, loss of market share or failure to achieve market acceptance. We generally seek certification of these products by various third parties such as Underwriters Laboratories (UL) in the United States or Conformité Européenne (CE) in Europe.

We cannot ensure that we will be able to obtain, or if obtained, maintain any such certifications for our test and measurement instrument products. Our failure to obtain or maintain such certifications could adversely affect the market acceptance of the products.

We use specialized technologies and know-how to design, develop and manufacture our products. Our inability to protect our intellectual property could hurt our competitive position, harm our reputation and adversely affect our results of operations.

We seek to protect our proprietary technology under United States and foreign laws affording protection for trade secrets, and seek United States and foreign patent, copyright and trademark protection of our products and developments where appropriate. We rely primarily on trade secrets, technical know-how and other unpatented proprietary information relating to our product development and manufacturing activities. While we own a small number of patents, we have not historically emphasized patents as a source of significant competitive advantage. We believe that while the protection afforded by trade secret, patent, copyright and trademark laws may provide some advantages, the competitive position of participants in our industry is largely determined by such factors as the technical and creative skills of their personnel, the frequency of their new product developments and their ability to anticipate and rapidly respond to evolving market requirements. To the extent that a competitor effectively uses its intellectual property portfolio, including patents, to prevent us from selling products that allegedly infringe such competitor's products, our operating results would be adversely affected.

We seek to protect our trade secrets and proprietary information, in part, by requiring our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also enter into non-disclosure agreements with our consultants, semiconductor foundries and other suppliers to protect our confidential information delivered to them. There can be no assurance that our confidentiality agreements with employees, consultants and other parties will not be breached, that we will have adequate remedies for any breach or that our trade secrets and other proprietary information will not otherwise become known. There also can be no assurance that others will not independently develop technologies that are similar or superior to our technology or reverse engineer our products.

Additionally, the laws of countries in which we operate may afford little or no protection to our intellectual property rights. If we are unable to prevent misappropriation of our technology or to deter independent development of similar technologies, our competitive position and reputation could suffer.

We generate a portion of our revenue from sales made by third parties, including our independent sales representatives and our distributors, and the failure to manage successfully our relationships with these third parties could cause our revenue to decline and harm our business.

We rely in part upon third parties, including our independent sales representatives and our distributors, Future Electronics and Digi-Key Corporation, to promote our products, generate demand and sales leads, and obtain orders for our products. In addition, these parties provide technical sales support to our customers. The activities of these third parties are not within our direct control. Our failure to manage our relationships with these third parties effectively could impair the effectiveness of our sales, marketing and support activities. A reduction in the sales efforts, technical capabilities or financial viability of these parties, a misalignment of interest between us and them, or a termination of our relationship with a major sales representative or our distributors could have a negative effect on our sales, financial results and ability to support our customers. These parties are engaged under short-term contracts, which typically may be terminated by either party on 30 to 60 days notice. It generally takes approximately three to six months for a third party such as a sales representative to become educated about our products and capable of providing quality sales and technical support to our customers. If we were to terminate our relationship with one of our distributors or one of our larger sales representatives, or if one of them decided to discontinue its relationship with us, sales to current and prospective customers could be disrupted or delayed, and we could experience a diversion of substantial time and resources as we seek to identify, contract with and train a replacement.

We may pursue acquisitions and investments in new businesses, products or technologies that involve numerous risks, which could disrupt our business and may harm our financial results.

We have previously made, and may in the future pursue, acquisitions of and investments in new businesses, products and technologies, or we may acquire other operations that expand our current capabilities. Acquisitions and investments present a number of potential risks and challenges that could, if not met, disrupt our business operations, increase our operating costs and reduce the value to us of the acquired business, product or technology. For example, if we identify an acquisition or investment candidate, we may not be able to successfully negotiate or finance the transaction on favorable terms. Even if we are successful, we may not be able to integrate the acquired businesses, products or technologies into our existing business and products. Further, there can be no assurance that we will be successful in retaining key employees or customers of the acquired business. In some cases, the consent of a customer may be required before contracts between that customer and a company that we acquire may be assumed by us, and it may not be feasible to obtain all such consents prior to closing. As a result of the rapid pace of technological change, we may misgauge the long-term potential of the acquired business or technology, or be unable to commercialize the acquired technology in time to capitalize on available market opportunities, or may find that the acquisition is not complementary to our existing business. Potential acquisitions and investments, whether or not consummated, may divert our management's attention and require considerable cash outlays at the expense of our existing operations. In addition, to complete future acquisitions and investments, we may issue equity securities, incur debt or assume contingent liabilities. Additionally, acquisitions could result in increased amortization expenses and, to the extent such acquisitions are not successful, write-downs of acquired assets, which would adversely affect our profitability.

If our principal markets fail to grow or experience declines, our revenue may suffer.

Although our products are used in a variety of markets, our future growth depends to a significant extent on the success of our principal markets, which are automotive, broadband, cellular infrastructure,

fiber optics, microwave and millimeterwave communications, military, space and test and measurement systems. Revenue derived from our three largest markets, military, microwave and millimeterwave communications and test and measurement, represented, in the aggregate 75.6% of our annual revenue in 2012. In 2011 and 2010, our three largest markets were military, microwave and millimeterwave communications and cellular infrastructure, which accounted for, in the aggregate, 76.8% and 81.1% of our annual revenue in 2011 and 2010, respectively. Given the current economic climate, the rate at which our principal markets will grow or decline is difficult to predict. These markets may fail to grow or may decline for many reasons, including insufficient consumer demand, lack of access to capital, changes in the United States defense budget and procurement processes and changes in regulatory environments. If demand for electronic systems in which our products are incorporated declines, fails to grow, or grows more slowly than we anticipate, our revenue could decline.

Our financial results may be adversely affected by increased tax rates and exposure to additional tax liabilities.

As a global company, our effective tax rate is highly dependent upon the geographic composition of worldwide earnings and tax regulations governing each region. We are subject to income taxes in both the United States and various foreign jurisdictions, and significant judgment is required to determine worldwide tax liabilities. Our effective tax rate as well as the actual tax ultimately payable could be adversely affected by changes in the split of earnings between countries with differing statutory tax rates, in the valuation of deferred tax assets, in tax laws or by material audit assessments, which could affect our profitability. In the near term, we expect that our global expansion project will have the effect of increasing our effective tax rate. In addition, the amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect our profitability.

If we fail to comply with export control regulations we could be subject to substantial fines or other sanctions.

Certain of our products are subject to the Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry Security, which require that we obtain an export license before we can export products or technology to specified countries. Additionally, some of our products are subject to the International Traffic in Arms Regulations, which restrict the export of information and material that may be used for military or intelligence applications by a foreign person. Our export compliance procedures and classification of our products are subject to review from time to time by the relevant government authorities. Our failure to comply with these laws, or failure to properly classify our products for purposes of these laws, could result in sanctions by the government, including substantial monetary penalties, denial of export privileges and debarment from government contracts.

If we fail to comply with government contracting regulations, we could suffer a loss of revenue or incur price adjustments or other penalties.

Some of our revenue is derived from contracts with agencies of the United States government and subcontracts with its prime contractors. As a United States government contractor or subcontractor, we are subject to federal contracting regulations, including the Federal Acquisition Regulations, which govern the allowability of costs incurred by us in the performance of United States government contracts. Certain contract pricing is based on estimated direct and indirect costs, which are subject to change. Additionally, the United States government is entitled after final payment on certain negotiated contracts to examine all of our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.

In connection with our United States government business, we are also subject to government audits and to review and approval of our policies, procedures, and internal controls for compliance with

procurement regulations and applicable laws. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time. Any such suspension or debarment or other sanction could have an adverse effect on our business.

Under some of our government subcontracts, we are required to maintain secure facilities and to obtain security clearances for personnel involved in performance of the contract, in compliance with applicable federal standards. If we were unable to comply with these requirements, or if personnel critical to our performance of these contracts were to lose their security clearances, we might be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue.

Some of our long-term contracts may be terminated for the convenience of the customer and may involve significant expenditures on our part that, if the contract is terminated early, we may be unable to recover.

Our United States government contracts and subcontracts may be funded in increments over a number of government budget periods and typically can be terminated by the government for its convenience. Some of these contracts are long-term agreements for the manufacture of complex subsystems for which we are required to expand our production facilities, hire additional personnel, incur costs to meet customer qualification requirements and make other substantial investments in advance of our receipt of significant revenue. If such a contract is terminated, in addition to the loss of anticipated revenue, we may be unable to recover all of our costs incurred or committed.

In order to comply with current and pending environmental and climate change laws and regulations, we may need to modify our activities or incur substantial costs, and if we fail to comply with environmental regulations we could be subject to substantial fines or be required to suspend production, alter manufacturing processes or cease operations.

We are subject to a variety of international, federal, state and local governmental regulations directed at preventing or mitigating climate change and other environmental harms, as well as to the storage, discharge, handling, generation, disposal and labeling of toxic or other hazardous substances used to manufacture our products. If we fail to comply with these regulations, substantial fines could be imposed on us, and we could be required to suspend production, alter manufacturing processes or cease operations, any of which could have a negative effect on our sales, income and business operations. Failure to comply with environmental regulations could subject us to civil or criminal sanctions and property damage or personal injury claims. Compliance with current or future environmental laws and regulations could restrict our ability to expand our facilities or build new facilities or require us to acquire additional expensive equipment, modify our manufacturing processes, or incur other substantial expenses which could harm our business, financial condition and results of operations. In response to environmental concerns, some customers and government agencies impose requirements for the elimination of hazardous substances, such as lead (which is widely used in soldering connections in the process of semiconductor packaging and assembly), from electronic equipment. For example, in 2003, the EU adopted its RoHS Directive. Effective July 1, 2006, the RoHS Directive prohibits, with specified exceptions, the sale in the EU market of new electrical and electronic equipment containing more than agreed levels of lead or other hazardous materials. We have a program in place to meet these customer and governmental requirements, including the RoHS Directive, where applicable to us, by making available versions of our products that do not include lead or other hazardous substances. The European Parliament has also adopted the Waste Electrical and Electronic Equipment Directive, or WEEE Directive, which makes producers of electrical and electronic equipment financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. Environmental laws and regulations such as these could become more stringent over time, imposing even greater compliance costs and increasing risks and penalties

associated with violations, which could seriously harm our business, financial condition and results of operations.

New regulations related to conflict minerals may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our relationships with customers.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the SEC adopted new requirements for companies that manufacture products that contain certain minerals and metals, known as conflict minerals. These rules require public companies to perform diligence and to report annually to the SEC whether such minerals originate from the Democratic Republic of Congo and adjoining countries. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals we use in the manufacture of our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals used in our products. Since our supply chain is complex, we may not be able to ascertain the origins for these minerals used in our products through the due diligence procedures that we implement, which may harm our reputation. We may also face difficulties in satisfying customers who may require that our products be certified as conflict mineral free, which could harm our relationships with these customers and lead to a loss of revenue. These new requirements could limit the pool of suppliers that can provide conflict-free minerals, and we may be unable to obtain conflict-free minerals at competitive prices, which could increase our costs and adversely affect our manufacturing operations and our profitability.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish annually a report by our management, and an opinion of our independent registered public accounting firm, on the effectiveness of our internal control over financial reporting. Our management report is required to contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.

If our management identifies one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

We could be the subject of securities class action litigation due to stock price volatility or in connection with matters related to our corporate governance, which could divert management's attention and adversely affect our financial position or results of operations.

The stock market in general, and market prices for the securities of technology companies like ours in particular, have experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In recent situations where the market price of a stock has been volatile, holders of that stock have initiated securities class action litigation against the company that issued the stock. Additionally, there has recently been a significant increase in litigation commenced by stockholders of public companies unrelated to changes in the company's stock price. Such litigation may, for example, challenge actions

taken by the board of directors related to the company's corporate governance, such as a proposal to adopt new or amended bylaws, or allege that a company's proxy disclosures, even in connection with a routine annual meeting, are defective. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our business.

Anti-takeover provisions in our charter documents and Delaware law could prevent or delay a change in control of our Company that stockholders may consider beneficial and may adversely affect the price of our stock.

Provisions of our certificate of incorporation and by-laws may discourage, delay or prevent a merger, acquisition or change of control that a stockholder may consider favorable. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. The existence of these provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions include authorizing the issuance of "blank check" preferred stock and establishing advance notice requirements for nominations for election to the board of directors and for proposing matters to be submitted to a stockholder vote.

Provisions of Delaware law may also discourage, delay or prevent someone from acquiring or merging with our Company or obtaining control of our Company. Specifically, Section 203 of the Delaware General Corporate Law may prohibit business combinations with stockholders owning 15% or more of our outstanding voting stock and could reduce the value of our Company.

Our headquarters are located in Chelmsford, Massachusetts, in a 103,000 square foot building that we own. We also own a 71,000 square foot building in Chelmsford, Massachusetts, where we perform final assembly of our module and subsystem-level products, and final testing of our products. We occupy leased premises of approximately 11,000 square feet for our international headquarters in Cork, Ireland; 5,400 square feet for our design center in Cairo, Egypt; 13,000 square feet for our design center in Colorado Springs, Colorado; 8,000 square feet for our design center in Istanbul, Turkey; 7,000 square feet for our design center in Ottawa, Ontario, Canada; 3,500 square feet for our design center in Roanoke, Virginia and 4,300 square feet for our design center in Trondheim, Norway. We also occupy approximately 1,000 square feet or less for each of our sales offices in China, Finland, Germany, India, Japan, Korea, Sweden and the United Kingdom; and for our inventory warehouse in Malaysia. We believe that our existing facilities meet our current needs and that we will be able to obtain additional commercial space as needed.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The following table sets forth, for the periods indicated, the range of high and low sale prices for our common stock. Our common stock trades on the Nasdaq Global Select Market under the symbol HITT.

As of December 31, 2012, our common stock was held by approximately 371 shareholders of record.

As previously disclosed, we maintain a stock repurchase program, originally authorized in April 2008, that is intended to offset the dilutive impact of equity-based compensation granted to our employees. Shares may be repurchased from time to time on the open market or in privately negotiated transactions. We did not repurchase any shares pursuant to this publicly announced program during the three months ended December 31, 2012. The timing, price and volume of any additional repurchases will be based on market conditions, relevant securities law and other factors, as appropriate, and repurchases may be suspended or discontinued at any time.

In addition, the agreements governing restricted stock awards issued to our employees generally provide that upon vesting of such awards the recipients must pay any Federal, state, local and/or payroll taxes required by law to be withheld with respect to such income. Alternatively, recipients may elect to have such tax withholding obligation satisfied by delivering to us for cancellation shares subject to such award that have a fair market value (as of the date the withholding is effected) sufficient to satisfy the withholding amount due, in which case we will pay the required amounts to the appropriate taxing authorities on the recipient's behalf. All such shares retained by us in satisfaction of tax withholding obligations are retired and restored to the status of authorized and unissued shares.

During the three months ended December 31, 2012, an aggregate of 36,781 shares were retained by us to cover aggregate employee tax withholdings of $2,240,000, as follows:

For information concerning securities authorized for issuance under our equity compensation plans, see Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Related Stockholder Matters."

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Hittite Microwave Corporation, the NASDAQ Composite Index,
and the PHLX Semiconductor Index

The following tables set forth our selected financial data for the last five fiscal years.

	Year Ended December 31,

	2012			2011		2010			2009		2008
	(in thousands, except per share data)
*Consolidated Statement of Operations Data:*
Revenue	$	264,395		$	264,108	$	244,256		$	162,990	$	180,251
Cost of revenue		69,415			69,935		62,617			45,239		51,556

Gross profit		194,980			194,173		181,639			117,751		128,695
Operating expenses:
Research and development		49,202			38,899		31,467			22,971		24,438
Sales and marketing		23,966			22,047		19,420			15,034		15,988
General and administrative		14,598			12,078		11,568			9,737		8,347

Total operating expenses		87,766			73,024		62,455			47,742		48,773

Income from operations		107,214			121,149		119,184			70,009		79,922
Interest income		182			172		134			394		3,420
Other (expense) income, net		(125	)		430		(72	)		2		(343	)

Income before income taxes		107,271			121,751		119,246			70,405		82,999
Provision for income taxes		38,702			37,063		42,215			24,232		29,157

Net income	$	68,569		$	84,688	$	77,031		$	46,173	$	53,842

Earnings per share:
Basic	$	2.26		$	2.81	$	2.60		$	1.57	$	1.77
Diluted	$	2.22		$	2.77	$	2.56		$	1.55	$	1.74
Weighted average shares outstanding:
Basic		30,359			30,178		29,584			29,380		30,473
Diluted		30,895			30,586		30,135			29,850		30,955

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Our discussion and analysis of financial condition and results of operations contains "forward-looking" statements and information, which involve risks and uncertainties. Actual future results may differ materially. Statements indicating that we "expect," "estimate," "believe," "are planning" or "plan to" are forward-looking, as are other statements concerning future financial results, product offerings or other events that have not yet occurred. There are several important factors that could cause actual results or events to differ materially from those anticipated by the forward-looking statements. Such factors include those described below and in "Risk Factors." Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized. We also cannot assure that we have identified all possible issues which we might face. We undertake no obligation to update any forward-looking statements that we make, except as required by law.

We were organized as a Massachusetts corporation in 1985 and reincorporated under the laws of Delaware in 1988. Since our founding, we have established a 28-year track record of innovation in RF, microwave and millimeterwave semiconductor technology. From 1985 to 1993, our principal activity was government-sponsored research and development relating to advanced, application-specific radio frequency integrated circuits, or RFICs, and monolithic microwave integrated circuits, or MMICs, primarily for military and other government-related programs. During this period, we developed many innovative technologies that we continue to incorporate in our products today.

In 1993, we began to transition our focus from government-sponsored research and development activities to the design, development and production of our own ICs, modules, subsystems and instrumentation. Our early products were custom MMICs designed for use in specific defense programs, such as radar applications. In 1996, we published our first catalog, which contained 50 standard products, and began to expand our operations to support our growing commercial business. We also established a dedicated direct technical sales force to promote our emerging standard product line.

In 2001, we opened our first international sales office, and began to focus on expanding our international business. We currently have sales and technical support staff in Canada, China, Egypt, Finland, Germany, India, Ireland, Japan, Korea, Norway, Sweden, Taiwan, Turkey and the United Kingdom, to complement our United States offices. In 2012, we derived 52.9% of our revenue from customers outside the United States.

In 2005, we completed our initial public offering of common stock. We also established our first remote design center in Istanbul, Turkey and acquired substantially all the assets and employees of Q-Dot, Inc., a research and development organization based in Colorado Springs, Colorado. In 2006, we opened a design center in Ottawa, Ontario, Canada.

In October 2007, we entered into a strategic agreement with Northrop Grumman Space Technology sector to market a specified list of existing Velocium products worldwide, to license related technology and to assume the associated customer relationships, at a cost of $7.1 million. In June 2010, we entered into an agreement to license certain millimeterwave technology from IBM at a cost of $6.6 million.

In January 2011, we acquired Arctic Silicon Devices, a developer of advanced mixed-signal IC technology, located in Trondheim, Norway, for approximately $10.4 million in cash. In September 2011, we opened design centers in Cairo, Egypt and Roanoke, Virginia. In 2012, we established our international operations center in Cork, Ireland.

As of December 31, 2012, we offer more than 1,000 standard products in our catalog and many more custom products, which may be categorized for descriptive purposes into 36 functional product lines.

We employ a fabless business strategy, which means that we do not own a semiconductor fabrication facility, or fab, and purchase all of our semiconductor wafer requirements from third-party wafer fabrication facilities, known as foundries. We believe that our fabless business model enables us to access a broad range of technologies and quickly respond to new market opportunities, while significantly reducing our capital requirements.

Revenue. Our revenue is derived primarily from the sale of standard and custom products. We develop standard products from our own specifications, which we sell through our direct sales organization, our network of independent sales representatives, two distributors and our website. We also develop custom products to meet the specialized requirements of individual customers, which are sold by our direct sales organization.

We sell our products to OEMs that supply advanced electronic systems to commercial and military end users, and to these OEMs' contract manufacturers. In general, the decision to purchase our product is made by the OEM, which has designed our product into its system. In the event that we sell to an OEM's contract manufacturer, the contract manufacturer typically does not have discretion to replace our product with one from a different supplier.

Our sales cycle varies substantially, ranging from a period of a month or less when a customer selects a standard product from our selection guide or website, to as long as two years or more for custom products. In the sales process, our sales and application engineers work closely with the OEM customer to analyze the customer's system requirements and select an appropriate standard product or establish a technical specification for a custom product. In the case of a custom product, we also select a semiconductor process and foundry, and evaluate test wafers and finished components before manufacturing in commercial quantities can begin. Volume purchases of our products by an OEM customer, or its contract manufacturer, generally do not occur until the OEM customer has made the decision to begin production of the system incorporating our product. Our receipt of substantial revenue from sales of a product to an OEM customer depends on that customer's commercial success in manufacturing and selling its system incorporating our product. It may take several years for a newly introduced standard product to generate substantial revenue, if ever. However, the life cycles of our standard products tend to be lengthy.

Although most of our revenue is derived from sales of our products, we also receive a small percentage of our revenue from customer-sponsored research and development activities. These activities range from pure research, in which we investigate IC design techniques on new semiconductor technologies at the request of a government agency or commercial customer, to custom development

projects in which we are paid to enhance or modify an existing product or develop a new product to meet a customer's specifications.

Cost of revenue. Cost of revenue consists primarily of the cost of semiconductor wafers that we purchase from our third-party foundries and other materials such as packages, epoxies, connectors and production masks. Cost of revenue also includes personnel costs and overhead related to our manufacturing and engineering operations, including occupancy and equipment costs, shipping costs, charges for inventory excess and obsolescence and warranty obligations and amortization of related intangible assets.

Research and development. Research and development expense consists primarily of personnel costs of our research and development organization, third-party consulting costs, costs of development wafers, license fees for computer-aided design software, costs of development testing and evaluation, costs of developing automated test software, related occupancy and equipment costs and amortization of related intangible assets. We expense all research and development costs as incurred.

Sales and marketing. Sales and marketing expense consists primarily of personnel costs of our sales and marketing organization, sales commissions paid to independent sales representatives, costs of advertising, trade shows, corporate marketing, promotion, travel, related occupancy and equipment costs, amortization of related intangible assets and other marketing costs.

General and administrative. General and administrative expense consists primarily of personnel costs of our executive management, finance, and other administrative staff, outside professional fees including legal and accounting, related occupancy and equipment costs and other corporate expenses.

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. The preparation of 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 revenue and expenses during the reporting period. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. On an ongoing basis, we re-evaluate our judgments and estimates, including those related to revenue recognition, uncollectible accounts receivable, inventories, fixed assets, intangible assets, stock-based compensation, income taxes, accrued expenses and other contingencies. We base our estimates and judgments on our historical experience and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and material effects on our operating results and financial position may result. The accounting policies described below are those which, in our opinion, involve the most significant application of judgment, or involve complex estimation, and which could, if different judgments or estimates were made, materially affect our reported results of operations.

Revenue recognition. We recognize revenue for the majority of our business when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Effective January 1, 2010 we adopted new guidance for arrangements that involve multiple elements, which is applicable to arrangements originating or materially modified after such date. This guidance eliminates the residual method of revenue allocation, and requires that we use our best estimate of selling price to allocate arrangement consideration between the deliverables in cases where neither vendor-specific objective evidence nor third-party evidence is available. For multiple element arrangements not subject to the new guidance we allocate arrangement consideration among the

elements based on the relative fair values of those elements as determined using objective and reliable evidence of fair value. If the fair value of an undelivered element cannot be established, the arrangement is accounted for as a single unit of accounting and revenue is recognized when all performance obligations are met. We maintain a reserve for potential sales returns and allowances. Returns and customer credits, which historically have been immaterial, are recorded as a reduction to revenue. Rights of return are generally not included in sales arrangements. However, a portion of our sales are made to two distributors under agreements that provide for product return privileges. As a result, we defer recognition of revenue from sales to these distributors until the product is resold by the distributors.

Revenue from contracts with the United States government, government prime contractors and some commercial customers, under which we may design, develop, manufacture, or modify complex aerospace or electronic equipment or provide related services, is generally recorded on a percentage of completion basis using either units delivered or costs incurred as the measurement basis for progress toward completion. Estimated revenue in excess of amounts billed is reported as unbilled receivables. Contract accounting requires judgment in estimating costs and assumptions related to technical issues and delivery schedule. Contract costs include material, subcontract costs, labor and an allocation of indirect costs. The estimation of costs at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract. Changes in contract performance and estimated gross margin, including the impact of final contract settlements, are recognized in the period in which the changes are determined. Estimated losses on a contract are recognized in full in the period when they become known.

Allowance for doubtful accounts. We perform ongoing credit evaluations of our customers and adjust credit limits, as determined by our review of current credit information. We continuously monitor collections and payments from our customers and maintain an allowance for doubtful accounts based upon our historical experience, our anticipation of uncollectible accounts receivable and any specific customer collection issues that we have identified. While our credit losses have historically been within our expectations and the allowance established, we may not continue to experience the same credit loss rates that we have in the past.

Inventory. Inventory is stated at the lower of cost (first-in, first-out method) or market. We review the inventory and compare product costs with current market value, and write down any inventory with costs in excess of current market value to its net realizable value. Estimating demand is inherently difficult, particularly given the cyclical nature of the semiconductor industry, which can result in excess or obsolete inventory. This difficulty has increased as we transition from one of our principal foundries. This transition has resulted in increased purchases of raw materials in order to ensure adequate supplies of affected products. Because these products have long lives, our estimates of future demand must cover longer than usual periods, which increases the risk that if actual demand is less than forecast, we may need to write off some or all of these advance purchases as excess or obsolete. At December 31, 2012 and 2011, our raw material inventory includes $33.1 million and $12.9 million, respectively, of advance purchases of wafers from this foundry.

We recorded expense of $2.3 million, $2.0 million and $1.5 million in 2012, 2011 and 2010, respectively, to reduce inventory to its net realizable value. Once we have written down inventory to its estimated net realizable value, we establish a new cost basis for that inventory and do not increase its carrying value due to subsequent changes in demand forecasts. Accordingly, if inventory previously written down is subsequently sold, we may realize improved gross profit margins on these transactions.

Goodwill. We test goodwill for impairment at least annually at the reporting unit level. In September 2011, the FASB issued new guidance which provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is

the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required. We adopted this guidance as of the fourth quarter of 2011.

If the two-step goodwill impairment test is required, first, the fair value of each reporting unit is compared to its book value. If the fair value of the reporting unit is less than its book value, we perform a hypothetical purchase price allocation based on the reporting unit's fair value to determine the fair value of the reporting unit's goodwill. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

Long-lived assets. We evaluate our long-lived assets for potential impairment whenever events or circumstances suggest that the carrying amount of an asset or group of assets is not recoverable. Our judgments regarding the existence of impairment indicators are based on market and operational performance. Indicators of potential impairment include:

If we believe that an indicator of potential impairment exists, we test to determine whether the impairment recognition criteria have been met. To analyze a potential impairment, we project undiscounted future cash flows over the remaining life of the asset or the primary asset in the asset group, using a probability-weighted multiple scenario approach, reflecting a range of possible outcomes. If these projected cash flows are less than the carrying amount, an impairment loss is recognized based on the fair value of the asset or asset group less any costs of disposition. Evaluating the impairment requires judgment by our management to estimate future operating results and cash flows. If different estimates were used, the amount and timing of asset impairments could be affected. We charge impairments of the long-lived assets to operations if our evaluations indicate that the carrying values of these assets are not fully recoverable.

Stock-based compensation. We measure compensation cost related to stock-based awards at fair value on the date of grant, and recognize this cost as expense over the service period the awards are expected to vest, net of estimated forfeitures. The fair value of restricted stock and restricted stock units is determined based on the price of our common stock on the date of grant. We did not grant any stock options in 2012, 2011 or 2010. Estimating the amount of share-based payments that will ultimately either vest or be forfeited requires judgment. We consider many factors when estimating expected forfeitures, including the type of the award, vesting terms, employee group, and historical experience. Actual results, and future changes in estimates, may differ substantially from our current estimates. See Note 14 to the Consolidated Financial Statements included in this Form 10-K for further disclosure regarding our stock-based compensation.

Income taxes. We determine deferred tax assets and liabilities based upon the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in the current year's financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenue, expenses, gains and losses,

differences arise between the amount of taxable income and pretax financial income for a year and the tax basis of assets or liabilities and their reported amounts in the financial statements. Because we assume that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related assets or liabilities are settled or the reported amount of the assets are recovered, hence giving rise to a deferred tax asset or liability. We must then periodically assess the likelihood that our deferred tax assets will be recovered from our future taxable income, and, to the extent we believe that it is more likely than not our deferred tax assets will not be recovered, we must establish a valuation allowance against our deferred tax assets. We recognize in our financial statements the tax benefit from an uncertain tax position taken or expected to be taken in an income tax return only if it is more likely than not that such benefit would be sustained on its technical merits in the event of a tax audit. The assessment of each tax position requires significant judgment. All tax positions are periodically analyzed and adjusted as a result of events, such as the resolution of tax audits or the expiration of statutes of limitations, which may result in charges or credits to the provision for income taxes. See Note 15 to the Consolidated Financial Statements included in this Form 10-K for further disclosure regarding income taxes.

In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance.

Revenue. We operate in a cyclical industry, and growth in our revenue is highly dependent on conditions in the global economy. From 2003 to 2008, our revenue grew from $42.0 million to $180.3 million, representing a compound annual growth rate of 33.8%. In 2009, our revenue decreased 9.6% to $163.0 million, due to the global economic downturn and related credit crisis that affected us along with the entire semiconductor industry. In 2010, our revenue increased 49.9% to $244.3 million and in 2011 increased 8.1% to $264.1 million. In 2012, our revenue was essentially flat, growing 0.1% to $264.4 million. There is no certainty that our business will continue to grow. Generally, our revenue growth results from growing market acceptance of standard products we introduced in prior periods, increased sales of our standard products, derived from the introduction of new products, which expands the breadth and diversity of our standard product offerings, and the expansion of our domestic and international sales efforts.

In establishing current and future planned levels of operating expenses, we seek to balance near-term financial goals with our longer term strategic objectives. Accordingly, we took steps early in 2009 to reduce expenses across our business, and maintained certain of these measures throughout the year. During 2010, 2011 and 2012, we increased spending to support our growth. Going forward, we expect to increase spending in research and development in order to remain competitive, and our plans for growth also require increased spending to support our operations, sales, marketing and administrative functions.

Gross margin. One of our objectives is to maximize our gross margin, which is our gross profit expressed as a percentage of our revenue. Our gross margins were 73.7% in 2012, 73.5% in 2011 and 74.4% in 2010. In general, we seek to introduce high performance products that are valued by our customers for their ability to address technically challenging applications, rather than commodity ICs for use in high volume applications where cost, rather than performance, is the highest priority. We also seek continuously to reduce our costs and to improve the efficiency of our manufacturing operations.

Our gross margin in any period is significantly affected by industry demand and the intensity of competition in the markets into which we sell our products and by pricing, including fluctuations in the relative proportion of high volume orders, on which we offer higher discounts. Gross margins are also

significantly affected by product mix, that is, the percentage of our revenue in that period that is attributable to higher or lower margin products. Additional factors affecting our gross margins include changes in the cost of wafers and materials, the timing of indirect costs for pre-production masks and evaluation materials, changes in estimates for contracts recognized on a percentage of completion basis, variations in overhead absorption, charges for excess or obsolescent inventory, and other manufacturing efficiencies, and numerous other factors, some of which are not under our control. Our margins can be substantially affected by changes in our manufacturing yields. Our yields depend on many factors that we control, such as product design and the effectiveness of our own assembly and test operations, but they are also affected by the activities of third parties, such as the foundries and packaging subcontractors that supply us with critical materials and services, that are beyond our control. As a result of these or other factors, we may be unable to maintain or increase our gross margin in future periods.

Purchasing patterns of our standard products. A majority of our revenue in each quarter is typically derived from sales of our standard products. Purchasers of our standard products generally do not enter into long-term contracts with us. Customers that purchase large volumes of our standard products generally provide us with periodic forecasts of their requirements for those products, but these forecasts do not commit the customer to minimum purchases, and customers generally may revise these forecasts without penalty. A significant portion of our revenue in each quarter is attributable to purchase orders for standard products that are received and fulfilled in that quarter, often including a large number of orders from diverse customers and markets. Our customers' requested lead times in general have become shorter. The price list for our standard products includes discounts based on purchase order volume, and, as a result, the revenue we receive from sales of a particular product in any period is influenced by the average order size for that product during that period. Our forecasting of sales of standard products takes into account a number of factors, including historical sales patterns for each individual product, our assessment of overall market conditions and our knowledge of the current requirements and purchasing practices of our larger customers. However, the absence, in most cases, of long-term purchase commitments for our standard products complicates the task of predicting the exact sources and amount of our revenue from standard products and thus, to some extent, the amount of our total revenue in any quarter. The difficulty of this task is compounded by the uncertainties we and our customers face, related to the recent global economic conditions.

Relationships with major customers. We have historically depended on a small number of customers for a large percentage of our annual revenue. Revenue derived from our 10 largest customers as a percentage of our annual revenue was 40.2% in 2012, 43.2% in 2011 and 36.5% in 2010. One customer, Boeing, accounted for 16% of our revenue in 2012, 16% in 2011 and 11% in 2010. We include in these calculations revenue from products sold to these customers directly by us or through sales representatives and our distributors, as well as from products sold to contract manufacturers for use in a system manufactured by the contract manufacturer for that customer. Our major customers often use our products in multiple systems or programs, sometimes developed by different business units within the customer's organization, each having differing product life cycles, end customers and market dynamics. While the composition of our top 10 customers varies from year to year, we expect that sales to a limited number of customers will continue to account for a significant percentage of our revenue for the foreseeable future.

Need for continued product and technology innovation. We believe that the breadth of our product line with respect to functionality, performance and frequency coverage, and our ability to introduce new products rapidly, afford us a significant competitive advantage and have contributed significantly to our revenue growth. Our product development strategy emphasizes internally funded research and development, as well as the acquisition of products and technologies through business combinations and licensing arrangements. As a result of these efforts, we introduced 54 new standard catalog products in 2012, 82 in 2011 and 122 in 2010. Additionally, we introduced 2 new product lines in 2012, 4 in 2011

and 6 in 2010. Our future competitive position will depend in large part on our ability to continue to innovate, to anticipate the rapid changes in semiconductor technology and RF, microwave and millimeterwave circuit design techniques that characterize our industry and to develop, introduce and successfully market new products that meet the evolving application requirements of our customers. As the complexity and degree of integration of our products increases, maintaining or increasing our historical rate of new product introductions has become increasingly challenging. Driving and supporting this process of continuous innovation and new product introduction is one of our key priorities, and one that will require continuing expenditures.

Need to meet customer demand for on-time delivery and high quality. The success of our business also depends on our continued ability to supply our products on time and in quantities adequate to meet our customers' requirements, while maintaining the high standards of quality and reliability that our customers require. Our senior management spends a significant amount of its time on these key operational issues, and we devote substantial resources to maintain our sources of supply and to improve our manufacturing and quality control processes.

Need to continue to expand the diversity of our product lines, customer base, markets and target applications. The semiconductor industry in general, and specific segments of the markets that we serve, are highly cyclical and have historically experienced significant fluctuations in demand, including periods of rapid growth as well as periods of product overcapacity and weak demand, which occur even during periods of growth in the broader economy. Specific segments of the markets we serve may respond in different ways to conditions in the broader economy, for a variety of reasons. In 2012, our three largest markets were military, microwave and millimeterwave communications and test and measurement, which accounted for 75.6% of our annual revenue in 2012. In 2011 and 2010, our three largest markets were military, microwave and millimeterwave communications and cellular infrastructure, which accounted for 76.8% and 81.1% of our annual revenue in 2011 and 2010, respectively. An important objective of our management is to reduce our exposure to fluctuations in demand from any particular customer or industry segment by continuing to broaden our customer base and markets and the range of applications that our products address.

The following tables set forth, for the periods indicated, selected statement of operations data in dollar amount and expressed as a percentage of our revenue:

	Year Ended December 31,

	2012			2011		2010
	(in thousands)
Revenue	$	264,395		$	264,108	$	244,256
Cost of revenue		69,415			69,935		62,617

Gross profit		194,980			194,173		181,639
Operating expenses:
Research and development		49,202			38,899		31,467
Sales and marketing		23,966			22,047		19,420
General and administrative		14,598			12,078		11,568

Total operating expenses		87,766			73,024		62,455

Income from operations		107,214			121,149		119,184
Interest income		182			172		134
Other (expense) income, net		(125	)		430		(72	)

Income before income taxes		107,271			121,751		119,246
Provision for income taxes		38,702			37,063		42,215

Net income	$	68,569		$	84,688	$	77,031

	Year Ended December 31,

	2012			2011			2010
Revenue		100.0	%		100.0	%		100.0	%
Cost of revenue		26.3			26.5			25.6

Gross profit		73.7			73.5			74.4
Operating expenses:
Research and development		18.6			14.7			12.9
Sales and marketing		9.0			8.3			8.0
General and administrative		5.5			4.6			4.7

Total operating expenses		33.1			27.6			25.6

Income from operations		40.6			45.9			48.8
Interest income		0.1			0.1			0.1
Other income (expense), net		(0.1	)		0.1			(0.1	)

Income before income taxes		40.6			46.1			48.8
Provision for income taxes		14.7			14.0			17.3

Net income		25.9	%		32.1	%		31.5	%

Revenue. Our revenue increased $0.3 million, or 0.1%, to $264.4 million in 2012 from $264.1 million in 2011. Revenue from sales to customers outside the United States accounted for 52.9% of our total revenue in 2012, compared with 54.8% in 2011. Our revenue increase was primarily attributable to a $7.9 million increase in sales to the test and measurement market and a $6.6 million increase in sales to the space market, which were partially offset by a $6.1 million decrease in sales to the cellular market, a $4.1 million decrease in sales to the military market, a $2.2 million decrease in sales to the microwave and millimeterwave communications market and a $1.6 million decrease in sales to the broadband market. We believe that the growth in sales to the test and measurement and space markets reflects increased market share due to the broader range of our product offerings and increased market acceptance of products we introduced in prior years. The decrease in sales to the microwave and millimeterwave communications and cellular markets reflects weaker demand for our products used in infrastructure projects by our telecommunications customers. The decrease in sales to the military market primarily relates to our completion of a systems contract in 2011, as well as lower pricing on certain military programs, which were only partially offset by increased volume.

Gross margin. Our gross margin was 73.7% in 2012, compared with 73.5% in 2011. The increase in our aggregate gross margin across all products was attributable to a net 180 basis point improvement due to product mix and a net 80 basis point improvement due to lower manufacturing costs, partially offset by a net 240 basis point decrease due to pricing. Our gross margin for 2012 was within a normal range and consistent with our historical results.

Research and development expense. Our research and development expense increased $10.3 million, or 26.5%, to $49.2 million in 2012, and represented 18.6% of our revenue, compared with $38.9 million, or 14.7% of our revenue, in 2011. The increase in our research and development expense was attributable to a $2.6 million increase in personnel costs, a $1.9 million increase in supplies and materials, a $1.8 million increase in professional fees, a $1.5 million increase in equipment costs, a $1.2 million reduction in funding earned from various foreign government research and incentive programs, a $0.6 million increase in depreciation and amortization, a $0.4 million increase in occupancy costs and a $0.3 million increase in other costs. The increase in costs was primarily due to the growth of our engineering organization, including the opening of our new design centers in Virginia and Egypt

in the fourth quarter of 2011, and costs of translation of certain existing products to other GaAs foundries.

Sales and marketing expense. Our sales and marketing expense increased $1.9 million, or 8.7%, to $24.0 million in 2012, and represented 9.1% of our revenue, compared with $22.0 million, or 8.3% of our revenue, in 2011. The increase in our sales and marketing expense was primarily attributable to a $2.4 million increase in personnel costs, partially offset by a $0.4 million decrease in depreciation and amortization and a $0.1 million decrease in other costs.

General and administrative expense. Our general and administrative expense increased $2.5 million, or 20.9%, to $14.6 million in 2012, and represented 5.5% of our revenue, compared with $12.1 million, or 4.6% of our revenue, in 2011. The increase in our general and administrative expense was primarily attributable to a $1.3 million increase in professional fees and other legal costs, a $0.9 million increase in personnel costs and a $0.3 million increase in other costs.

Interest income. In 2012, our interest income was $0.2 million compared with $0.2 million in the corresponding period of 2011. Interest income in both periods reflects the low effective yields that are available due to the current market conditions.

Other (expense) income, net. In 2012, our other expense, net was $0.1 million compared with other income, net of $0.4 million in the corresponding period of 2011. The change was primarily due to net foreign currency losses.

Provision for income taxes. Our provision for income taxes increased $1.6 million to $38.7 million in 2012, from $37.1 million in 2011, representing an effective tax rate of 36.1% and 30.4% in 2012 and 2011, respectively. The effective tax rate increased 3.0% primarily due to a tax benefit recognized in 2011 related to the resolution of the U.S. Internal Revenue Service's examination of our fiscal 2005 through 2007 income tax returns and the related decrease in reserves for uncertain tax positions. Additionally, in the second quarter of 2012, we completed the initial phase of a global expansion project. The objective of this project is to better service our international customers and better manage our global suppliers. The initial impact of implementing this project was to increase our effective tax rate, resulting in a net 2.3% increase in 2012. In the longer term, we expect our effective tax rate to decrease.

Revenue. Our revenue increased $19.9 million, or 8.1%, to $264.1 million in 2011 from $244.3 million in 2010. Revenue from sales to customers outside the United States accounted for 54.8% of our total revenue in 2011, compared with 55.1% in 2010. Our revenue increase was primarily attributable to a $10.6 million increase in sales to the test and measurement market and an $8.8 million increase in sales to the military market. The growth in sales to the test and measurement market was primarily due to the increased breadth of our product offerings and the increased market acceptance of products we introduced in prior years. The increase in sales to the military market was primarily due to shipments under a production order for microwave subsystems that we announced in February 2009, which was completed in the fourth quarter of 2011.

In the three months ended December 31, 2011, our revenue decreased $7.9 million, or 11.6%, to $60.2 million, compared with $68.1 million in the three months ended September 30, 2011. Our revenue decrease was primarily attributable to a $4.2 million decrease in sales to the military market, a $2.5 million decrease in sales to the microwave and millimeterwave communications market and a $2.0 million decrease in sales to the cellular market partially offset by a net $0.8 million increase in sales to our other markets. The decrease in sales to the military market reflected our completion of a systems contract in 2011, as well as weaker demand for our products used in military applications and lower pricing on certain military programs. The decrease in sales to the microwave and millimeterwave

communications and cellular markets reflected weaker demand for our products used in infrastructure projects by our telecommunications customers.

Gross margin. Our gross margin was 73.5% in 2011, compared with 74.4% in 2010. The decrease in our aggregate gross margin across all products was attributable to a net 110 basis point decrease due to pricing and a net 10 basis point decrease due to higher manufacturing costs, partially offset by a net 30 basis point improvement due to product mix. The change in manufacturing costs was primarily due to an increase in the charge for excess and obsolescent inventory of $0.5 million in 2011. Our gross margin for 2011 was within a normal range and consistent with our historical results.

Research and development expense. Our research and development expense increased $7.4 million, or 23.6%, to $38.9 million in 2011, and represented 14.7% of our revenue, compared with $31.5 million, or 12.9% of our revenue, in 2010. The increase in our research and development expense was attributable to a $4.8 million increase in personnel costs, a $1.0 million increase in equipment costs, a $0.8 million increase in depreciation and amortization, a $0.7 million increase in occupancy costs, a $0.7 million increase in travel and a $0.6 million increase in supplies and materials and other costs. The increase in personnel costs was primarily due to the growth of our engineering organization, including the acquisition of Arctic Silicon Devices in January 2011. These increases were partially offset by a $1.2 million increase in funding earned from various foreign government research and development incentive programs.

Sales and marketing expense. Our sales and marketing expense increased $2.6 million, or 13.5%, to $22.0 million in 2011, and represented 8.3% of our revenue, compared with $19.4 million, or 8.0% of our revenue, in 2010. The increase in our sales and marketing expense was primarily attributable to a $1.6 million increase in personnel costs, a $0.4 million increase in travel costs, a $0.4 million increase in professional fees and a $0.2 million increase in occupancy costs and other costs. The increase in personnel costs related primarily to the growth of our worldwide direct sales and marketing organization.

General and administrative expense. Our general and administrative expense increased $0.5 million, or 4.4%, to $12.1 million in 2011, and represented 4.6% of our revenue, compared with $11.6 million, or 4.7% of our revenue, in 2010. The increase in our general and administrative expense was primarily attributable to a $0.7 million increase in personnel costs and a $0.3 million increase in occupancy costs, partially offset by a $0.5 million decrease in professional fees and other costs.

Interest income. In 2011, our interest income was $0.2 million compared with $0.1 million in the corresponding period of 2010. Interest income in both periods reflects the low effective yields that are available due to the current market conditions.

Other income (expense), net. In 2011, our other income, net was $0.4 million compared with other expense, net of $0.1 million in the corresponding period of 2010. The change was primarily due to net foreign currency gains reflecting the appreciation of the U.S. dollar relative to most of the currencies of the countries where we operate.

Provision for income taxes. Our provision for income taxes decreased $5.2 million to $37.1 million in 2011, from $42.2 million in 2010, representing an effective tax rate of 30.4% and 35.4% in 2011 and 2010, respectively. The effective tax rate decreased primarily due to a $3.7 million benefit related to the resolution of the U.S. Internal Revenue Service's examination of our fiscal 2005 through 2007 income tax returns and the related decrease in reserves for uncertain tax positions. The effective tax rates differ from the federal and state statutory tax rates primarily due to the impact of the resolution of the U.S. tax examination and federal and state tax credits and incentives provided for under the American Jobs Creation Act of 2004, offset by the impact of non-deductible stock-based compensation.

As of December 31, 2012, we held $269.2 million of cash and cash equivalents. Cash provided by our operations was $68.1 million in 2012, of which the principal components were our net income of $68.6 million and non-cash charges of $28.0 million, partially offset by a net increase in operating assets and liabilities of $24.1 million and a net increase in deferred taxes of $4.5 million. The increase in net operating assets and liabilities includes an increase in inventory of $29.8 million primarily related to the advance purchases of wafers from a foundry we are transitioning from, a $2.7 million net decrease in income taxes payable, due to the timing of tax payments and receipts and a $0.5 million increase in other assets, partially offset by a $4.7 million decrease in accounts receivable, related to the timing of customer shipments and collections, a $2.2 million increase in deferred revenue and customer advances, due to product shipments under contracts with advanced billings and a $2.1 million increase in accounts payable and accrued expenses, due to the timing of disbursements.

We invested $11.9 million in the purchase of property and equipment in 2012, primarily related to building renovations, production tooling and production test equipment. We purchased $170.1 million of marketable securities in 2012, comprised of United States government treasury notes and bills, while maturities of marketable securities amounted to $30.0 million.

During 2012, shares issued upon vesting of restricted stock were net of 42,970 shares retained by us to cover employee tax withholdings of $2.6 million paid by us. In addition, we received $0.4 million from the exercise of stock options and $1.2 million from the excess tax benefit related to our stock-based compensation plans.

We maintain a stock repurchase program that is intended to offset the dilutive impact of equity-based compensation granted to our employees. Shares may be repurchased from time to time on the open market or in privately negotiated transactions. We did not repurchase any shares during 2012. The timing, price and volume of any additional repurchases will be based on market conditions, relevant securities law and other factors, as appropriate, and repurchases may be suspended or discontinued at any time.

We believe that our cash, cash equivalents and cash generated from operations will be sufficient to meet our anticipated cash requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support product development efforts, the expansion of our sales and marketing activities, the timing and introduction of new products, the costs to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. There is no assurance that additional financing, if required or desired, will be available in amounts or on terms acceptable to us, if at all.

We typically do not enter into long-term purchase contracts with our customers, and our revenue in any period is dependent to a significant extent on orders for standard products booked and shipped in that period. Our customers' requested delivery lead times in general have become shorter. Additionally, despite the existence of contractual penalties, our customers from time to time cancel or delay scheduled purchases. As a result, we use backlog as a key element of scheduling production but do not consider it to be an accurate indicator of sales for any future period. Generally, we include in our backlog all accepted purchase orders for which the customer has specified a delivery date within the next 12 months, as well as long-term production contracts that require longer than 12 months to perform and for which funding is committed. At December 31, 2012, our backlog was $67.2 million, compared to $67.4 million at December 31, 2011.

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, "Presentation of Comprehensive Income." ASU 2011-05 requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. We adopted ASU 2011-05 effective January 1, 2012. Such adoption did not have a material effect on our financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, "Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income." ASU 2013-02 requires an entity to disclose amounts reclassified out of other comprehensive income by component. In addition, an entity will be required to present, either on the face of financial statements or in a single note, significant amounts reclassified out of accumulated other comprehensive income and the income statement line item affected by the reclassification. ASU 2013-02 will be effective for us on January 1, 2013. We do not believe that the adoption of ASU 2013-02 will have a material effect on our financial condition or results of operations.

As of December 31, 2012, the total amount of net unrecognized tax benefits for uncertain tax positions and the accrual for the related interest was $1.1 million. Although it is reasonably possible that the unrecognized tax benefits for tax positions taken on previously filed tax returns could materially change in the next 12 months, we are unable to make a reasonably reliable estimate as to when cash settlement of these unrecognized tax benefits, if any, will occur with a tax authority, as the timing of examinations and ultimate resolution of those examinations is uncertain.

We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash, cash equivalents and marketable securities, as well as foreign currency exchange rate risk.

Interest rate risk. The primary objectives of our investment activity are to preserve principal, provide liquidity and earn a market rate of return. To minimize market risk, we maintain our portfolio in cash and diversified short-term investments, which may consist of bank deposits, money market funds and highly rated, short-term government and commercial securities. The interest rates are variable and fluctuate with current market conditions. The risk associated with fluctuating interest rates is limited to this investment portfolio. We do not believe that a 10% change in interest rates would have a material impact on our financial position or results of operations.

Foreign currency risk. To date, our international customer sales agreements and our consolidated operating expenses have been denominated primarily in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and do not enter into foreign currency hedging transactions. The functional currency of most of our foreign operations, other than that of our subsidiaries in Ireland, is the local currency. Accordingly, the effects of exchange rate fluctuations on

the net assets of these operations are accounted for as translation gains or losses in accumulated other comprehensive income within stockholders' equity. We do not believe that a change of 10% in any individual foreign currency exchange rate would have a material impact on our financial position or results of operations.

This information is incorporated by reference from pages F-1 through F-23 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Evaluation of Disclosure Controls and Procedures. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of December 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the fact that there are resource constraints, and that the benefits of controls must be considered relative to their costs. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, reported and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2012 based on criteria established in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that, as of December 31, 2012, our internal control over financial reporting was effective.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting, as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2012, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our management has concluded that our disclosure controls and procedures and internal controls provide reasonable assurance that the objectives of our control system are met. However, our management (including our Chief Executive Officer and Chief Financial Officer) does not expect that the disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the Company have been or will be detected.

The information regarding our directors, executive officers and corporate governance, including that set forth under the captions "Election of Directors," "Our Board of Directors and Executive Officers," "Corporate Governance," "Section 16(a) Beneficial Ownership Reporting Compliance," and "Information about Our Audit Committee" appearing in our definitive Proxy Statement for our 2013 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than April 30, 2013 (the "Definitive Proxy Statement") is incorporated herein by reference.

The information regarding compensation of our executive officers, including that set forth under the captions "Director Compensation," "Compensation Committee Interlocks and Insider Participation," "Compensation of Executive Officers," "Compensation Discussion and Analysis" and "Compensation Committee Report" appearing in our Definitive Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the captions "Equity Compensation Plan Information" and "Information about Common Stock Ownership" appearing in our Definitive Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information set forth under the caption "Certain Relationships and Related Transactions" appearing in our Definitive Proxy Statement is incorporated herein by reference.

The information set forth under the caption "Principal Accountant Fees and Services" appearing in our Definitive Proxy Statement is incorporated herein by reference.

1. Financial Statements (included in Item 8 of this report on Form 10-K and appearing on pages F-1 through F-25):

Documents listed below, except for documents followed by parenthetical references, are being filed as exhibits. Documents followed by parenthetical references are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934 (the Act), reference is made to such documents as previously filed as exhibits with the SEC. Our file number under the Act is 000-51448.


3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10-Q for the quarter ended March 31, 2012).
3.2		Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
4.1		Specimen certificate for common stock of Hittite Microwave Corporation (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, File No. 333-124664).
*10.1		Form of Stock Option Agreement pursuant to the 2005 Stock Incentive Plan of Hittite Microwave Corporation (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).
*10.2		Form of Restricted Stock Agreement pursuant to the 2005 Stock Incentive Plan of Hittite Microwave Corporation (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the year ended December 31, 2011).
*10.3		Amended and Restated 1996 Stock Option Plan of Hittite Microwave Corporation and form of agreement related thereto (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1, File No. 333-124664).
*10.4		2005 Stock Incentive Plan of Hittite Microwave Corporation and forms of agreements related thereto (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1, File No. 333-124664).
*10.30		Form of Indemnification Agreement dated December 10, 2008, between Hittite Microwave Corporation and each of Stephen G. Daly, Ernest L. Godshalk, Rick D. Hess, Adrienne M. Markham, Brian P. McAloon, Cosmo S. Trapani and Frankin Weigold (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the year ended December 31, 2008).


*10.31		Form of Noncompete Agreement (Senior Employee) entered into between the Company and each of Stephen G. Daly, William W. Boecke, Everett N. Cole, III, William D. Hannabach, Norman G. Hildreth, Jr., Dong Hyun (Thomas) Hwang, Brian J. Jablonski, Michael J. Koechlin and Michael A. Olson (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2009).
*10.32		2013 Senior Executive Cash Incentive Compensation Plan (exhibits omitted).
21.1		List of Subsidiaries of the Registrant.
23.1		Consent of PricewaterhouseCoopers LLP
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1		Certification of Chief Executive Officer pursuant to Section 1350
32.2		Certification of Chief Financial Officer pursuant to Section 1350
101		The following materials from the Hittite Microwave Corporation Annual Report on Form 10-K for the year ended December 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; and (vi) Notes to Consolidated Financial Statements

All schedules are omitted because they are either not applicable or the required information is shown on the financial statements or notes thereto.

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, on the 26th day of February, 2013.

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 and on the dates indicated.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Hittite Microwave Corporation and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	December 31,

	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	269,157		$	353,667
Marketable securities		140,069			—
Accounts receivable, net of allowance for doubtful accounts of $334		30,921			35,686
Inventories		65,926			38,460
Income taxes receivable		1,566			488
Prepaid expenses and other current assets		2,761			2,063
Deferred taxes		14,988			10,296

Total current assets		525,388			440,660
Property and equipment, net		36,294			32,550
Deferred taxes		709			466
Other assets		11,172			14,889

Total assets	$	573,563		$	488,565

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	3,205		$	3,146
Accrued commissions		1,645			1,619
Accrued payroll and benefits		3,726			3,286
Accrued other expenses		7,518			5,945
Income taxes payable		584			—
Customer advances		1,909			684
Deferred revenue		2,790			1,814

Total current liabilities		21,377			16,494
Long-term income taxes payable		412			2,639
Deferred taxes		446			—
Other liabilities		124			—

Total liabilities		22,359			19,133

Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $.01 par value: 5,000 shares authorized; no shares issued or outstanding at December 31, 2012 and 2011		—			—
Common stock, $.01 par value: 200,000 shares authorized; 31,563 and 31,448 shares issued and outstanding at December 31, 2012 and 2011, respectively		316			314
Additional paid-in capital		189,273			174,093
Accumulated other comprehensive income (loss)		(464	)		(1,046	)
Retained earnings		362,079			296,071

Total stockholders' equity		551,204			469,432

Total liabilities and stockholders' equity	$	573,563		$	488,565

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

	Year ended December 31,

	2012			2011		2010
Revenue	$	264,395		$	264,108	$	244,256
Cost of revenue		69,415			69,935		62,617

Gross profit		194,980			194,173		181,639

Operating expenses:
Research and development		49,202			38,899		31,467
Sales and marketing		23,966			22,047		19,420
General and administrative		14,598			12,078		11,568

Total operating expenses		87,766			73,024		62,455

Income from operations		107,214			121,149		119,184
Interest income		182			172		134
Other (expense) income, net		(125	)		430		(72	)

Income before income taxes		107,271			121,751		119,246
Provision for income taxes		38,702			37,063		42,215

Net income	$	68,569		$	84,688	$	77,031

Earnings per share:
Basic	$	2.26		$	2.81	$	2.60
Diluted	$	2.22		$	2.77	$	2.56
Weighted average shares outstanding:
Basic		30,359			30,178		29,584
Diluted		30,895			30,586		30,135

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

	Common Stock									Accumulated Other Comprehensive Income (Loss)

	Common Stock						Additional Paid-in Capital						Retained Earnings			Total Stockholders' Equity
	Shares			Amount			Additional Paid-in Capital						Retained Earnings			Total Stockholders' Equity
Balance, December 31, 2009		30,209		$	302		$	131,750		$	117		$	141,980		$	274,149
Exercise of stock options		824			8			13,408									13,416
Foreign currency translation											(279	)					(279	)
Stock-based compensation expense								8,912									8,912
Net income														77,031			77,031
Excess income tax benefit related to stock-based compensation plans								7,340									7,340
Issuance of restricted common stock under stock plan, net of forfeitures		332			3			(3	)								—
Purchase of Company common stock		(90	)		(1	)								(3,579	)		(3,580	)
Payment of withholding taxes in connection with vesting of restricted stock		(22	)		—									(1,237	)		(1,237	)

Balance, December 31, 2010		31,253			312			161,407			(162	)		214,195			375,752
Exercise of stock options		52			1			773									774
Foreign currency translation											(884	)					(884	)
Stock-based compensation expense								10,502									10,502
Net income														84,688			84,688
Excess income tax benefit related to stock-based compensation plans								1,413									1,413
Issuance of restricted common stock under stock plan, net of forfeitures		195			2			(2	)								—
Payment of withholding taxes in connection with vesting of restricted stock		(52	)		(1	)								(2,812	)		(2,813	)

Balance, December 31, 2011		31,448			314			174,093			(1,046	)		296,071			469,432
Exercise of stock options		27			1			424									425
Foreign currency translation											570						570
Stock-based compensation expense								13,525									13,525
Net income														68,569			68,569
Excess income tax benefit related to stock-based compensation plans								1,232									1,232
Issuance of restricted common stock under stock plan, net of forfeitures		128			1			(1	)								—
Payment of withholding taxes in connection with vesting of restricted stock		(43	)		—									(2,561	)		(2,561	)
Unrealized gains on available-for-sale investments, net of tax											12						12
Restricted stock unit vesting		3			—			—									—

Balance, December 31, 2012		31,563		$	316		$	189,273		$	(464	)	$	362,079		$	551,204

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

	Year ended December 31,

	2012			2011			2010
Cash flows from operating activities:
Net income	$	68,569		$	84,688		$	77,031
Adjustments to reconcile net income to net cash provided by operating activities, net of the effects from the acquisition in 2011:
Depreciation		8,138			7,413			6,247
Amortization		3,987			4,293			2,309
Provision for doubtful accounts		53			35			—
Provision for excess or obsolete inventory		2,340			2,070			1,518
Deferred taxes		(4,450	)		(2,558	)		(463	)
Stock-based compensation		13,525			10,502			8,912
Changes in operating assets and liabilities:
Accounts receivable		4,678			(1,527	)		(16,728	)
Inventories		(29,806	)		(17,271	)		(5,173	)
Prepaid expenses and other assets		(521	)		(95	)		404
Deferred revenue and customer advances		2,203			(7,725	)		6,207
Accounts payable		47			(94	)		1,596
Accrued expenses		2,053			2,092			1,990
Income taxes receivable/payable		(2,728	)		(784	)		(3,261	)

Net cash provided by operating activities		68,088			81,039			80,589

Cash flows from investing activities:
Purchases of property and equipment		(11,859	)		(11,317	)		(14,737	)
Purchase of intangible assets		—			—			(6,580	)
Purchases of marketable securities		(170,109	)		—			—
Proceeds from maturities of marketable securities		30,000			—			—
Acquisition, net of cash acquired		—			(10,421	)		—

Net cash used in investing activities		(151,968	)		(21,738	)		(21,317	)

Cash flows from financing activities:
Repayment of note payable assumed in acquisition		—			(232	)		—
Purchase of Company common stock		—			—			(3,580	)
Proceeds from exercise of stock options		425			774			13,416
Payment of withholding taxes in connection with vesting of restricted stock		(2,561	)		(2,813	)		(1,237	)
Excess income tax benefit related to stock-based compensation plans		1,232			1,413			7,340

Net cash (used in) provided by financing activities		(904	)		(858	)		15,939

Effect of exchange rate changes on cash and cash equivalents		274			(266	)		(198	)

Net (decrease) increase in cash and cash equivalents		(84,510	)		58,177			75,013
Cash and cash equivalents, beginning of year		353,667			295,490			220,477

Cash and cash equivalents, end of year	$	269,157		$	353,667		$	295,490

Supplemental cash flow information:
Cash paid for taxes	$	44,570		$	38,461		$	38,524

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

Hittite Microwave Corporation (the "Company") designs and develops high performance integrated circuits, modules, subsystems and instrumentation for technically demanding radio frequency, microwave and millimeterwave applications. The Company's products are used in a variety of applications and markets, including automotive, broadband, cellular infrastructure, fiber optic, microwave and millimeterwave communications, military, space and test and measurement. The Company was organized as a Massachusetts corporation in 1985 and reincorporated under the laws of Delaware in 1988. The Company owns two buildings in Chelmsford, Massachusetts, which house its corporate headquarters, manufacturing facility and four design centers. In addition, the Company operates design centers and has sales and technical support staff in Canada, Colorado, Egypt, Norway, Turkey and Virginia, and has sales offices in China, Finland, Germany, India, Japan, Korea, Sweden and the United Kingdom.

In 2012, the Company established a new office in Ireland which will serve as the Company's international headquarters, as well as a new warehouse facility in Malaysia.

The consolidated financial statements include the accounts of Hittite Microwave Corporation and its wholly-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America. Intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company recognizes revenue for the majority of its business when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectibility is reasonably assured. Effective January 1, 2010 the Company adopted new guidance, for arrangements that involve multiple elements, which is applicable to arrangements originating or materially modified after such date. This guidance eliminates the residual method of revenue allocation, and requires that the vendor use its best estimate of selling price to allocate arrangement consideration between the deliverables in cases where neither vendor-specific objective evidence nor third-party evidence is available. For multiple element arrangements not subject to the new guidance, the Company allocates arrangement consideration among the elements based on the relative fair values of those elements as determined using objective and reliable evidence of fair value. If the fair value of an undelivered element cannot be established, the arrangement is accounted for as a single unit of accounting and revenue is recognized when all performance obligations are met. The Company maintains a reserve for potential sales return and allowances. Returns and customer credits, which have historically been immaterial, are recorded as a reduction to revenue. Rights of return are generally not included in sales arrangements. A portion of

the Company's sales are made to two distributors under agreements that provide for product return privileges. As a result, the Company defers recognition of revenue from sales to such distributors until the product is resold by the distributors.

Revenue from contracts with the United States government, government prime contractors and some commercial customers is generally recorded on a percentage of completion basis using either units delivered or costs incurred as the measurement basis for progress toward completion. Estimated revenue in excess of amounts billed is reported as unbilled receivables. Contract accounting requires judgment in estimating costs and assumptions related to technical issues and delivery schedule. Contract costs include material, subcontract costs, labor and an allocation of indirect costs. The estimation of costs at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract. Changes in contract performance and estimated gross margin, including the impact of final contract settlements, are recognized in the period in which the changes are determined. Estimated losses on a contract are recognized in full in the period when they become known.

Cash equivalents may include money market funds, as well as highly rated government and commercial securities with maturities of three months or less at the time of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value.

Investments with maturities over three months at the time of purchase are classified as marketable securities. Marketable securities may consist of treasury bills and treasury notes, which are classified as available-for-sale. Investments in available-for-sale securities are reported at fair value with unrealized gains and losses, net of tax, as a component of "Accumulated other comprehensive income (loss)" in the accompanying consolidated balance sheets and a component of comprehensive income in the accompanying consolidated statements of comprehensive income. Realized gains and losses are reported in other (expense) income, net, on a specific identification basis. Treasury bills and treasury notes consist of debt securities issued by the U.S. government. The effective maturity dates of these investments are less than one year.

The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivable that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience and the age of outstanding receivables.

Activity related to the allowance for doubtful accounts was as follows (in thousands):

Inventory is stated at the lower of cost (first-in, first-out method) or market value and includes materials, labor, subcontractor costs and manufacturing overhead. The Company reviews the inventory and compares product costs with current market value and writes down any costs in excess of current market value to its net realizable value. Once the Company has written down inventory to its estimated net realizable value, the carrying value is not increased due to subsequent changes in demand forecasts.

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method applied over the estimated useful lives of the assets, which are generally as follows: machinery and equipment, three to five years; furniture and fixtures, five years; and building, building improvements and related specialty assets, seven to thirty years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets.

Cost of additions and improvements are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. When assets are retired, the related cost and accumulated depreciation and amortization are removed from the accounts, and any gain or loss is reflected in income.

Goodwill is carried at cost and totaled $4,735,000 at December 31, 2012 and $4,524,000 at December 31, 2011. The change in the goodwill balance is attributable to foreign currency translation adjustments. The Company operates in a single reporting unit. In September 2011, the FASB issued new guidance which provides an entity with the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If an entity determines this is the case, it is required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If an entity determines that it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. This new guidance is effective for fiscal years beginning after December 15, 2011 with early adoption permitted. The Company adopted this guidance as of the fourth quarter of 2011.

Applying this new accounting guidance, the Company performed a qualitative assessment of its reporting unit and determined that is was not more-likely-than-not that the fair value of its reporting unit was less than its carrying amount. As a result, the two-step goodwill impairment test was not required in 2012 or 2011.

Intangible assets other than goodwill are carried at cost less accumulated amortization. The Company's intangible assets are being amortized over their respective useful lives, principally 3-5 years. The Company evaluates the recoverability of these assets whenever there is an indication of possible impairment by measuring the carrying amount of the assets against the related estimated undiscounted future cash flows. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset is adjusted to its estimated fair value.

An impairment review of goodwill or other long-lived assets could be prompted by significant changes in the manner in which the Company uses the asset, negative industry or economic trends or underperformance relative to projected operating results.

The Company measures compensation cost related to stock-based awards at fair value on the date of grant, and recognizes this cost as expense over the service period the awards are expected to vest, net of estimated forfeitures. The Company considers many factors when estimating expected forfeitures, including the type of the award, employee group, and historical experience. The fair value of restricted stock and restricted stock units is determined based on the price of the Company's common stock on the date of grant. The fair value of stock options is determined using the Black-Scholes valuation model. The Company did not grant any stock options in 2012, 2011 or 2010.

The Company has determined that the functional currency of each foreign operation is the respective local currency, except for subsidiaries located in Ireland for which the functional currency is the United States dollar. Transactions in a foreign currency are recorded at the rate of exchange on the date of the transaction. Assets and liabilities at year-end are translated at the rate of exchange in effect at the period-end. Revenue and expenses are translated at average rates of exchange in effect during the period. Translation gains or losses are included as a component of accumulated other comprehensive income (loss) in stockholders' equity. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency in other than the functional currency are included in the results of operations as incurred. Such transaction gains and losses were not material for the periods presented.

The carrying amounts in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature.

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, excluding the dilutive effect of common stock equivalents. Diluted net income per share reflects the dilutive effect of common stock equivalents, such as stock options and restricted stock, under the treasury stock method.

Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents with high credit quality financial institutions, and monitors credit risk with individual financial institutions and issuers. Marketable securities consist of treasury notes and bills. At December 31, 2012 and 2011, the Company had cash balances at certain financial institutions in excess of federally insured limits. However, the Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company sells its products worldwide through multiple channels, including its direct sales force and applications engineering staff, its network of domestic and international independent sales representatives, its website and through two distributors. The Company has historically depended on a small number of customers for a large percentage of its annual revenue. Revenue derived from the Company's 10 largest customers as a percentage of annual revenue was 40.2% in 2012, 43.2% in 2011 and 36.5% in 2010. One customer accounted for 16% of the Company's revenue in 2012, 16% in 2011 and 11% in 2010.

The Company performs credit checks and maintains an allowance for doubtful accounts. The Company generally does not require collateral, although letters of credit are required in certain circumstances. Receivables from one customer accounted for 12% and 20% of the Company's outstanding accounts receivable balance at December 31, 2012 and 2011, respectively.

The Company typically relies on a single foundry for the production of the semiconductor wafers used in a particular product. The Company also relies on a small number of subcontractors, primarily in Asia and the United States, to package some of its products, particularly those that utilize standard plastic packages. Reliance on these vendors involves several risks, including reduced control over the Company's manufacturing costs, delivery times, reliability and process quality, which can adversely affect product quality, and the possible misappropriation of the Company's technology. Any of these factors could adversely effect the Company's results of operations or financial condition.

The Company is transitioning away from one of its foundries from which it historically sourced a substantial portion of GaAs (gallium arsenide) wafers. The Company has been working with the foundry to manage this transition with the goal of maintaining adequate supplies of the affected products over their natural life cycles, which are typically five to ten years. The impact of this transition on our business is uncertain. The Company has made larger than normal purchases of raw materials inventory from this foundry, which are referred to as advance purchases, in order to support the products which have the longest life cycles. This consumes cash and could expose the Company to increased risk of inventory write-offs. At December 31, 2012, raw material inventory includes $33,100,000 of advance purchases of wafers from this foundry. During this transition, the Company could also experience adverse reactions from customers, which could affect revenues, and the productivity of new product development efforts has been, and may continue to be, adversely affected as the Company diverts engineering resources in order to translate certain existing products to other foundries, which could affect profitability. Further, products translated to other foundries could have inferior performance, production yields or costs. If any of these events were to occur to a more significant degree than they have to date, business, revenues, profitability and financial condition could be adversely affected.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statements and tax basis of assets and liabilities. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred assets will not be realized.

The Company recognizes in its financial statements the tax benefit from an uncertain tax position taken or expected to be taken in an income tax return only if it is more likely than not that such benefit would be sustained on its technical merits in the event of a tax audit.

Internal research and development expenditures are expensed as incurred, and consist of personnel costs, development materials, license fees and other related costs. During 2012, 2011 and 2010, the Company incurred $2,886,000, $935,000 and $1,257,000, respectively, of costs for research and development contracts on behalf of customers. These amounts, funded by customers, are included as cost of revenue in the period the associated revenue is recognized. The Company retains the right to all intellectual property associated with these efforts, including drawings, processes and know-how.

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, "Presentation of Comprehensive Income." ASU 2011-05 requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. The Company adopted ASU 2011-05 effective January 1, 2012. Such adoption did not have a material effect on the Company's financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, "Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income." ASU 2013-02 requires an entity to disclose amounts reclassified out of other comprehensive income by component. In addition, an entity will be required to present, either on the face of financial statements or in a single note, significant amounts reclassified out of accumulated other comprehensive income and the income statement line item affected by the reclassification. ASU 2013-02 will be effective for the Company on January 1, 2013. The Company does not believe that the adoption of ASU 2013-02 will have a material effect on its financial condition or results of operations.

The Company measures at fair value certain financial assets and financial liabilities. Fair value is the price that would be received for an asset, or the exit price that would be paid to transfer a liability, in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. There are three levels of inputs used to measure fair value, arranged in a hierarchy that maximizes the use of observable inputs:

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to

the asset or liability. The following table sets forth the Company's financial assets that were measured at fair value within the fair value hierarchy:

Cash equivalents include money market funds as well as highly rated government securities with maturities of three months or less at the time of acquisition. The Company's portfolio of marketable securities consists of treasury bills and treasury notes, which are classified as available-for-sale. Treasury bills and treasury notes consist of debt securities issued by the U.S. government. Gross unrealized gains and losses are immaterial for the periods presented. The effective maturity dates of these investments are less than one year.

The Company is transitioning away from one of its foundries from which it sources a substantial portion of its GaAs wafers. The Company is working with the foundry to manage this transition with the goal of maintaining adequate supplies of the affected products over their natural life cycles, which are typically five to ten years. The Company has increased purchases of raw materials inventory from this foundry in order to support the products which have the longest life cycles. At December 31, 2012 and 2011, raw material inventory includes approximately $33,100,000 and $12,900,000, respectively, of advance purchases of wafers from this foundry.

On January 14, 2011, the Company acquired all of the outstanding stock of Arctic Silicon Devices (ASD), a privately held company, for $10,421,000 in cash and the assumption of a $232,000 note payable that was repaid during 2011. ASD was a developer of advanced mixed-signal, integrated circuit technology, located in Trondheim, Norway. The acquisition provided the Company with new IC design and integration capability and a new product line of analog-to-digital converters.

The assets and liabilities of ASD were recorded at their fair values as of the acquisition date, as follows (in thousands):

The completed technology is amortized to cost of revenue over its estimated useful life of 5 years. The software is amortized to research and development expense over its estimated useful life of 3 years. Goodwill arising from the acquisition is not deductible for tax purposes.

ASD's operating results have been included in the Company's results of operations from the acquisition date, and were not material. Pro forma results are not provided as ASD's results of operations were not material. Acquisition costs were not material.

Depreciation and amortization expense related to the Company's property and equipment was $8,129,000, $7,413,000 and $6,247,000 in 2012, 2011 and 2010, respectively.

On October 17, 2007, the Company entered into a strategic agreement with Northrop Grumman Space Technology sector to market a specified list of existing Velocium products worldwide, to license related technology and to assume the associated customer relationships, at a cost of $7,080,000.

On June 30, 2010, the Company entered into an agreement to license from IBM certain millimeterwave technology, at a cost of $6,580,000.

The Company's intangible assets, all of which related to these two agreements and the acquisition of ASD, are included in other assets in the accompanying consolidated balance sheets, and consist of the following:

The Company's intangible assets are being amortized over their original estimated useful lives, principally 3-5 years. Amortization expense associated with these assets was:

Based on the current amount of intangible assets subject to amortization, amortization expense is estimated to be $2,563,000, $2,108,000, $1,578,000 and $44,000 for 2013, 2014, 2015 and 2016 respectively.

The Company leases office space and equipment under operating leases. The following table summarizes future minimum rental payments under these leases as of December 31, 2012 (in thousands):

Rental expense during 2012, 2011 and 2010 was $1,696,000, $1,288,000 and $1,147,000, respectively.

In connection with the sale of products in the ordinary course of business, the Company often makes representations affirming, among other things, that its products do not infringe on the intellectual property rights of others, and agrees to indemnify customers against third-party claims for such infringement. Further, the Company's by-laws require it to indemnify its officers and directors against any action that may arise out of their services in that capacity, and the Company has also entered into indemnification agreements with respect to all of its directors. The Company has not been subject to any material liabilities under such provisions and therefore believes that its exposure for these indemnification obligations is minimal. Accordingly, the Company has no liabilities recorded for these indemnity agreements as of December 31, 2012 and 2011.

The Company provides product warranties in conjunction with certain product sales. Generally, product sales are accompanied by a one-year warranty period. These warranties cover factors such as nonconformance to specifications and defects in material and workmanship. Estimated standard warranty costs are recorded in the period in which the related product sales occur. The Company's warranty accrual and related expense were immaterial to the Company's financial position and results of operations for the periods presented herein.

In recent years there has been significant litigation involving intellectual property rights in many technology-based industries, including the Company's. Since patent applications often are not disclosed until a patent is issued, it is not always possible for the Company to know whether patent applications are pending that might be infringed by its products, and there could be issued patents that are pertinent to the Company's business of which it is not aware. The Company's products may also be claimed to infringe intellectual property rights of others as a result of activities by its foundries or other suppliers with respect to which it has no control or knowledge.

The Company has from time to time been the subject of litigation alleging that sales by the Company of its products infringe patents held by such third parties. Two such actions were settled in April 2010 and December 2010, respectively, under terms that were not material to the Company. In addition, the Company has from time to time received letters asserting that it infringes patents held by third parties that have not resulted in litigation. The Company has incurred significant costs in investigating and defending intellectual property claims, and there can be no assurance that pending or future litigation or claims relating to infringement of third-party intellectual property rights can be resolved in a manner favorable to the Company. Claims relating to the alleged infringement by the Company of third-party proprietary rights, whether meritorious or not, could be time-consuming to defend and could harm the Company's working relationships with its foundries and customers, damage its reputation, result in substantial and unanticipated costs associated with litigation, require the Company to enter into royalty or licensing agreements, which may not be available on acceptable terms or at all, or result in the payment by the Company of substantial damages. If the Company's products were found to infringe the intellectual property rights of any third party and if a license were not available on reasonable terms, the Company could be required to redesign the infringing product so as not to infringe, which could be time consuming and costly, or if this is not feasible, could be required to withdraw the infringing product from the market.

The Company has established a defined contribution plan under the provisions of Section 401(k) of the Internal Revenue Code for its U.S. employees. The Company may make matching contributions, and may also provide discretionary contributions. The Company matched 50% of participants' contributions up to 10% of compensation in 2012, 2011 and 2010. In 2012, 2011 and 2010, employer contributions were $1,111,000, $994,000 and $958,000, respectively. The Company also has retirement plans at non-U.S. locations under similar terms. Employer contributions to those non-U.S. plans were immaterial to the periods presented herein.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company's stockholders. Common stockholders are entitled to receive dividends, if any, as may be declared by the Company's Board of Directors.

The Company has 5,000,000 shares of authorized but unissued $.01 par value preferred stock. These shares may be issued upon approval of the Board of Directors, without stockholder approval, in one or more series, each of the series to have whatever rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, that the Board of Directors may determine. The rights of the holders of common stock may be adversely affected by the rights of holders of any such preferred stock that may be issued in the future. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for others to acquire, or of discouraging others from attempting to acquire, a majority of the outstanding voting stock of the Company. The Company has not issued, and has no current plans to issue, any shares of this preferred stock.

In April 2008, the Company's Board of Directors authorized a stock repurchase program to offset the dilutive impact of equity-based compensation granted to the Company's employees. The shares may be repurchased from time to time in the open market or in privately negotiated transactions. During 2012 and 2011, the Company did not repurchase any shares of common stock. During 2010, the Company repurchased 89,664 shares of its common stock for $3,580,000. The timing, price and volume of additional repurchases will be based on market conditions, relevant securities laws and other factors, as appropriate, and repurchases may be suspended or discontinued at any time.

In addition, the agreements governing restricted stock awards issued to our employees generally provide that upon vesting of such awards the recipients must pay any Federal, state, local and/or payroll taxes required by law to be withheld with respect to such income. Alternatively, recipients may elect to have such tax withholding obligation satisfied by delivering to us for cancellation shares subject to such award that have a fair market value (as of the date the withholding is effected) sufficient to satisfy the withholding amount due, in which case we will pay the required amounts to the appropriate taxing authorities on the recipient's behalf. During 2012, 2011 and 2010, shares issued upon vesting of restricted stock were net of 42,970, 52,175 and 22,053 shares, respectively, retained by the Company to cover employee tax withholdings.

The following table sets forth the computation of basic and diluted net income per share:

	2012		2011		2010

	(in thousands, except per share data)
Basic earnings per share
Net income	$	68,569	$	84,688	$	77,031
Weighted average common shares outstanding		30,359		30,178		29,584

Basic earnings per share	$	2.26	$	2.81	$	2.60

Diluted earnings per share
Net income	$	68,569	$	84,688	$	77,031

Weighted average common shares outstanding		30,359		30,178		29,584
Dilutive effect of stock options and restricted stock		536		408		551

Adjusted weighted average shares—diluted		30,895		30,586		30,135

Diluted earnings per share	$	2.22	$	2.77	$	2.56

The dilutive effect of outstanding equity awards in the form of stock options, restricted stock awards and restricted stock units, is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of unamortized compensation cost and excess tax benefits on stock-based compensation. For all periods presented, an immaterial number of such securities were excluded from the calculation of diluted earnings per share, as their impact would have been anti-dilutive.

The Company had a 1996 Stock Plan (the "1996 Plan"), pursuant to which the Company was authorized to grant to employees, directors and consultants of the Company stock options to purchase up to 3,748,000 shares of common stock. The maximum allowable term of options granted under the 1996 Plan was ten years from the date of grant. On January 2, 2006, the 1996 Plan expired by its terms, and no further awards may be granted under the 1996 Plan.

The Company has a 2005 Stock Incentive Plan (the "2005 Plan") for its officers, directors and employees. Under the 2005 Plan, the Board of Directors may grant stock options, restricted stock awards, restricted stock units, unrestricted stock awards, performance share awards and stock appreciation rights. Each restricted stock unit represents the contingent right to receive one share of the Company's common stock. No maximum contractual term is set for awards under the 2005 Plan, except with respect to incentive stock options, for which a ten-year maximum is prescribed. The 2005 Plan initially authorized the issuance of awards for up to 4,216,500 shares of common stock. The 2005 Plan also authorized, on each of the first five anniversaries of the effective date of the 2005 Plan, the issuance of an additional 468,500 shares of common stock or such lesser number of shares, including zero, as may be determined by the Board of Directors. Giving effect to these annual increases, the aggregate number of shares authorized for issuance as of December 31, 2012 is 6,559,000, representing the maximum number of shares of common stock that may be issued under the 2005 Plan.

Under the 2005 Plan, incentive stock options and nonqualified stock options may be granted at an exercise price not less than the fair market value of the Company's common stock on the date of grant. Substantially all options, restricted stock and restricted stock units currently outstanding under both plans vest over a period of four or five years. No stock options were granted in 2012, 2011 or 2010.

The following table summarizes stock-based compensation included in the Company's consolidated statements of operations:

All stock-based compensation cost for 2012 and 2011 related to restricted stock and restricted stock units. Stock-based compensation cost for 2010 includes $1,212,000 related to stock options and $7,700,000 related to restricted stock.

The Company recognizes any excess income tax benefits from stock-based awards in additional paid-in capital only if an incremental income tax benefit would be realized after considering all other tax attributes presently available to the Company. The Company measures the tax benefit associated with excess tax deductions related to stock-based compensation expense by multiplying the excess tax deductions by the statutory tax rates.

The intrinsic value of stock options exercised, calculated as the difference between the market value of the shares on the exercise date and the exercise price of the option, was $1,098,000, $2,176,000 and $26,367,000 during 2012, 2011 and 2010, respectively. As of December 31, 2012, all compensation cost related to outstanding stock options has been recognized.

			Weighted Average Grant Date Fair Value

Nonvested at December 31, 2009	914,175		$	35.04
Granted	356,960			51.53
Vested	(94,755	)		30.29
Forfeited	(24,484	)		39.24

Nonvested at December 31, 2010	1,151,896			40.45
Granted	225,750			54.13
Vested	(221,842	)		33.98
Forfeited	(30,779	)		43.24

Nonvested at December 31, 2011	1,125,025			44.40
Granted	159,926			57.99
Vested	(194,649	)		43.86
Forfeited	(32,375	)		45.42

Nonvested at December 31, 2012	1,057,927			46.52

As of December 31, 2012, total compensation cost not yet recognized related to restricted stock awards was $28,290,000, which is expected to be recognized over a weighted-average period of 2.7 years.

Information related to restricted stock units granted by the Company is as follows:

As of December 31, 2012, total compensation cost not yet recognized related to restricted stock units was $3,157,000, which is expected to be recognized over a weighted-average period of 3.7 years.

Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Deferred tax assets and liabilities consist of the following;

	December 31,

	2012			2011
	(in thousands)
Deferred tax assets:
Accounts receivable	$	75		$	125
Inventory		3,445			3,608
Accrued expenses		1,159			1,178
Deferred revenue		515			178
Stock-based compensation		7,145			5,239
Net operating loss carryforwards		4,070			2,941
Other		264			297

Total deferred tax assets	$	16,673		$	13,566

Deferred tax liabilities:
Depreciation and amortization	$	(1,240	)	$	(2,772	)
Other		(182	)		(32	)

Total deferred tax liabilities	$	(1,422	)	$	(2,804	)

Net deferred tax asset	$	15,251		$	10,762

At December 31, 2012, the Company has aggregate net operating loss carryforwards in Norway of approximately $13,787,000 which can be carried forward indefinitely.

In 2012, 2011 and 2010 domestic income before taxes was $105,309,000, $122,812,000 and $115,757,000, respectively, and foreign income (loss) before taxes was $1,962,000, $(1,061,000) and $3,489,000, respectively.

The Company's effective tax rates differ from the federal statutory tax rate as follows:



Statutory rate	35.0	%	35.0	%	35.0	%
State taxes	2.6		2.7		2.5
Domestic production activities deduction	(1.4	)	(2.6	)	(1.8	)
Research and development credits	(0.5	)	(0.3	)	(0.3	)
Foreign tax rate differential	(1.9	)	(0.3	)	(0.9	)
Resolution of prior period tax matters	(0.7	)	(3.2	)	—
Deemed dividend from foreign subsidiary	3.5		—		—
Foreign tax credits	(0.8	)	—		—
Other	0.3		(0.9	)	0.9

	36.1	%	30.4	%	35.4	%

The American Taxpayer Relief Act of 2012 ("Act"), was enacted on January 2, 2013. Under the Act, the federal research and development credit was retroactively extended for amounts paid or incurred after December 31, 2011 through December 31, 2013. The effects of the change in the tax law will be recognized in the first quarter of 2013, which is the quarter in which the law was enacted.

The Company receives a tax deduction related to the exercise of nonqualified stock options and the vesting of stock awards granted under its stock plans. To the extent this deduction is greater than the grant date fair value of the award, the tax effect of such difference is recorded as an increase in additional paid-in capital, rather than as a reduction to the provision for income taxes. This tax benefit totaled $1,232,000, $1,413,000 and $7,340,000 in 2012, 2011 and 2010, respectively.

The Company provides United States income taxes on the earnings of foreign subsidiaries unless the subsidiaries' earnings are considered permanently reinvested outside the United States. As of December 31, 2012, U.S. income taxes were not provided on a cumulative total of $11,038,000 of undistributed earnings for certain foreign subsidiaries, as these earnings are considered permanently reinvested in operations outside the United States. If these earnings were to be repatriated, the Company would be subject to additional United States income taxes, subject to an adjustment for foreign tax credits. It is not practicable to determine the United States federal income tax liability, if any, which would be payable if such earnings were not permanently reinvested.


Balance at December 31, 2009	$	5,199
Additions based on tax positions related to the current year		1,618
Additions for tax positions of prior years		153
Settlements		(1,114	)

Balance at December 31, 2010		5,856
Additions based on tax positions related to the current year		357
Reductions for tax positions of prior years		(3,717	)
Settlements		(159	)

Balance at December 31, 2011		2,337
Additions based on tax positions related to the current year		125
Reductions for tax positions of prior years		(925	)
Settlements		(625	)

Balance at December 31, 2012	$	912

Substantially all of the Company's unrecognized tax benefits, if recognized, would be recorded as a decrease to the provision for income taxes.

The Company includes any interest and penalties related to uncertain tax positions as a component of the provision for income taxes. No material amount of such expense was recognized during 2012, 2011 and 2010, and there was no material accrual for interest or penalties as of December 31, 2012 or December 31, 2011.

The major tax jurisdictions that remain subject to examination are: U.S. Federal 2011; U.S. states 2005-2011; and Germany 2007-2011. In the second quarter of 2012, the U.S. Internal Revenue Service (IRS) completed an audit of the Company's consolidated federal income tax return for the tax years 2008-2010. As a result, the Company recognized a favorable tax benefit of $0.7 million. Based on such factors as the outcome of tax examinations and the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the unrecognized tax benefits for tax positions taken on previously filed tax returns will materially change in the next 12 months, although it is not possible to estimate the impact of any such potential change.

The Company operates in one reportable segment: the design and development of integrated circuits, modules, subsystems and instrumentation.

Revenue from one customer, Boeing, accounted for 16%, 16% and 11% of total revenue in 2012, 2011 and 2010, respectively.

The following table summarizes the Company's revenue by geographic region, based on the location to which the product was shipped:

Revenue from China represented 19%, 19% and 17% of total revenue in 2012, 2011 and 2010, respectively.

Long-lived assets consist primarily of property and equipment and are principally located in the United States for all periods presented.


ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2012
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-51448


DELAWARE (State or other jurisdiction of incorporation or organization)		04-2854672 (I.R.S. Employer Identification No.)
2 ELIZABETH DRIVE CHELMSFORD, MA 01824 (Address of principal executive offices)
Telephone Number: (978) 250-3343 Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value		The Nasdaq Stock Market, LLC (Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None.


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


Automotive	•	telematics and GPS systems
	•	collision avoidance, blind spot detection and intelligent cruise control
	•	pre-collision sensors
	•	traffic monitoring and control


PART I
Item 1.	Business	2
Item 1A.	Risk Factors	24
Item 1B.	Unresolved Staff Comments	39
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6.	Selected Financial Data	43
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	57
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13.	Certain Relationships and Related Transactions and Director Independence	59
Item 14.	Principal Accountant Fees and Services	59
PART IV
Item 15.	Exhibits and Financial Statement Schedules	60
	Signatures	62

	Year Ended December 31,

	2012				2011
	High		Low		High		Low
First Quarter	$	59.15	$	48.40	$	67.55	$	55.92
Second Quarter		54.56		47.28		65.44		56.34
Third Quarter		57.49		45.94		64.48		47.42
Fourth Quarter		63.39		52.61		55.73		45.69

Period		Weighted average price paid per share(1)			Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)(2)

October 2012	671	$	54.83	—
November 2012	6,658		59.08	—
December 2012	29,452		61.45	—

Total	36,781	$	60.90	—	$	60,024



Hittite Microwave Corporation	100.00	61.68	85.36	127.81	103.39	129.94
NASDAQ Composite	100.00	59.03	82.25	97.32	98.63	110.78
PHLX Semiconductor	100.00	64.12	101.17	115.04	116.92	139.17

	Payments Due by Period

Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(In thousands)
Operating leases	$	2,772	$	1,245	$	1,511	$	16	$	—


		HITTITE MICROWAVE CORPORATION
		By:		/s/ STEPHEN G. DALY Chief Executive Officer

Signature	Title	Date


/s/ STEPHEN G. DALY Stephen G. Daly	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	February 26, 2013
/s/ WILLIAM W. BOECKE William W. Boecke	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 26, 2013
/s/ ERNEST L. GODSHALK Ernest L. Godshalk	Director	February 26, 2013
/s/ RICK D. HESS Rick D. Hess	Director	February 26, 2013
/s/ ADRIENNE M. MARKHAM Adrienne M. Markham	Director	February 26, 2013
/s/ BRIAN P. MCALOON Brian P. McAloon	Director	February 26, 2013
/s/ COSMO S. TRAPANI Cosmo S. Trapani	Director	February 26, 2013
/s/ FRANKLIN WEIGOLD Franklin Weigold	Director	February 26, 2013

		Page(s)

Report of Independent Registered Public Accounting Firm			F-2
Consolidated Financial Statements
Consolidated Balance Sheets at December 31, 2012 and 2011			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010			F-4
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010			F-5
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2012, 2011 and 2010			F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010			F-7
Notes to Consolidated Financial Statements			F-8


Balance at December 31, 2009	$	334
Provision		—
Utilization		—

Balance at December 31, 2010		334
Provision		35
Utilization		(35	)

Balance at December 31, 2011		334
Provision		53
Utilization		(53	)

Balance at December 31, 2012	$	334


Balance at December 31, 2009	$	5,179
Provision		1,518
Utilization		(905	)

Balance at December 31, 2010		5,792
Provision		2,070
Utilization		(563	)

Balance at December 31, 2011		7,299
Provision		2,340
Utilization and other		171

Balance at December 31, 2012	$	9,810

	December 31, 2012						December 31, 2011

	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in thousands)
Licensed technology	$	15,092	$	8,799	$	6,293	$	15,092	$	5,617	$	9,475
Non-compete agreement		2,800		2,800		—		2,800		2,333		467
Customer relationships		1,969		1,969		—		1,969		1,707		262

Total intangible assets	$	19,861	$	13,568	$	6,293	$	19,861	$	9,657	$	10,204

			Weighted Average Exercise Price per Share			Aggregate Intrinsic Value

Outstanding at December 31, 2011	66,708		$	17.06
Options granted	—			—
Options exercised	(27,024	)		15.70
Options forfeited / cancelled	—			—

Outstanding at December 31, 2012	39,684		$	17.98	2.6	$	1,749,000

Exercisable at December 31, 2012	39,684		$	17.98	2.6	$	1,749,000


Level 1:		Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3:		Unobservable inputs that are supported by little or no market activity.

	December 31, 2012								December 31, 2011

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents	$	233,402	$	—	$	—	$	233,402	$	309,382	$	—	$	—	$	309,382
Marketable securities		140,069		—		—		140,069		—		—		—		—

Total	$	373,471	$	—	$	—	$	373,471	$	309,382	$	—	$	—	$	309,382


Current assets	$	174
Other assets		369
Software		900
Completed technology		5,300
Goodwill		4,236
Current liabilities		(326	)
Note payable		(232	)

Total purchase price, net of cash and cash equivalents acquired	$	10,421

	2012		2011		2010

	(in thousands)
Cost of revenue	$	1,522	$	1,556	$	540
Sales and marketing		719		1,076		1,076
Research and development		1,670		1,657		685

Total intangible asset amortization	$	3,911	$	4,289	$	2,301

	2012		2011		2010

Cost of revenue	$	2,982	$	2,246	$	1,924
Research and development		4,949		4,309		3,403
Sales and marketing		2,604		1,330		1,118
General and administrative		2,990		2,617		2,467

Stock-based compensation expense	$	13,525	$	10,502	$	8,912

			Weighted Average Grant Date Fair Value

Nonvested at December 31, 2011	30,550		$	62.87
Granted	43,052			59.57
Vested	(3,125	)		63.07
Forfeited	(3,881	)		62.73

Nonvested at December 31, 2012	66,596			60.73

	2012			2011			2010

	(in thousands)
Current:
Federal	$	38,228		$	34,971		$	37,761
State		3,467			3,990			4,491
Foreign		1,388			349			202
Deferred:
Federal		(1,591	)		(752	)		(298	)
State		(75	)		(237	)		59
Foreign		(2,715	)		(1,258	)		—

	$	38,702		$	37,063		$	42,215

	2012		2011		2010

	(in thousands)
United States	$	124,524	$	119,314	$	109,570
International		139,871		144,794		134,686

Total revenue	$	264,395	$	264,108	$	244,256

2012:	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

	(in thousands, except per share data)
Revenue	$	63,323	$	65,387	$	67,170	$	68,515
Gross profit		46,641		48,712		49,408		50,219
Net income		15,992		17,174		17,689		17,714
Basic earnings per share		0.53		0.57		0.58		0.58
Diluted earnings per share		0.52		0.56		0.57		0.57

2011:	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

	(in thousands, except per share data)
Revenue	$	67,241	$	68,510	$	68,135	$	60,222
Gross profit		49,080		49,809		50,740		44,544
Net income		20,178		20,845		22,424		21,241
Basic earnings per share		0.67		0.69		0.74		0.70
Diluted earnings per share		0.66		0.68		0.73		0.69