8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):   October 20, 2011

HITTITE MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware	000-51448	04-2854672
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2 Elizabeth Drive, Chelmsford, Massachusetts 01824
(Address of principal executive offices) (Zip Code)

(978) 250-3343
(Registrant’s telephone number, including area code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 20, 2011, Hittite Microwave Corporation issued a press release announcing its financial results for the third quarter of fiscal 2011.  The full text of the press release is attached hereto as Exhibit 99.1 to this Report and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1.     Press Release, dated October 20, 2011, entitled “Hittite Microwave Corporation Reports Financial Results For The Third Quarter Of 2011.”

2

SIGNATURES

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

		HITTITE MICROWAVE CORPORATION
		By:	/s/ William W. Boecke
			William W. Boecke
			Chief Financial Officer
Date:	October 20, 2011

3

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Hittite Microwave Corporation, dated October 20, 2011.

4

EX-99.1

Exhibit 99.1

Hittite Microwave Corporation Reports Financial Results for the Third Quarter of 2011

CHELMSFORD, Mass.--(BUSINESS WIRE)--October 20, 2011--Hittite Microwave Corporation (NASDAQ:HITT) today reported revenue for the third quarter ended September 30, 2011 of $68.1 million, representing an increase of 6.2% compared with $64.2 million for the third quarter of 2010, and a decrease of 0.5% compared with $68.5 million for the second quarter of 2011. Net income for the quarter was $22.4 million, or $0.73 per diluted share, an increase of 7.6% compared with $20.8 million, or $0.69 per diluted share, for the third quarter of 2010, and an increase of 7.6% compared with $20.8 million, or $0.68 per diluted share, for the second quarter of 2011.

For the third quarter of 2011, revenue from customers in the United States was $30.3 million, or 44.4% of the company’s total revenue, and revenue from customers outside the United States was $37.8 million, or 55.6% of total revenue. Gross margin was 74.5% for the third quarter of 2011, compared with 74.6% for the third quarter of 2010 and 72.7% for the second quarter of 2011. Operating income for the third quarter was $33.3 million, or 48.8% of revenue. Total cash and cash equivalents at September 30, 2011 was $351.1 million, an increase of $25.5 million for the quarter.

Business Outlook

The company expects revenue for the fourth quarter ending December 31, 2011 to be in the range of $58.0 million to $61.0 million and net income to be in the range of $15.2 million to $16.5 million, or $0.50 to $0.54 per diluted share.

Webcast and Taped Replay

The company will host a conference call to discuss its financial results at 5:00 p.m. ET today. A live webcast of the call will be available online on the Hittite Microwave website. To listen to the live webcast, go to the Investors page of the Hittite Microwave website at www.hittite.com and click on the webcast link located under News & Events. A telephonic replay of the call also will be available for one week after the live call by dialing (303) 590-3030, access code 4475852. Following the call, a webcast replay will also be available by visiting the Investors page at www.hittite.com.

About Hittite Microwave Corporation

Hittite Microwave Corporation is an innovative designer and manufacturer of high performance integrated circuits, or ICs, modules, subsystems and instrumentation for technically demanding digital, RF, microwave and millimeterwave applications covering DC to 110 GHz. The company’s standard and custom products apply analog, digital and mixed-signal semiconductor technologies, which are used in a wide variety of wireless & wired communication and sensor applications for the automotive, broadband, cellular infrastructure, fiber optic, microwave & millimeterwave communications, military, space and test & measurement markets. The company is headquartered in Chelmsford, Massachusetts.

“Safe Harbor Statement” under the Private Securities Litigation Reform Act of 1995

Statements in this press release regarding Hittite Microwave Corporation that do not relate to historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, any statements regarding our expectations as to future levels of revenue, net income and earnings per share. Readers are cautioned that these forward-looking statements are subject to risks and uncertainties and are only predictions, and actual future events and results may differ materially from these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the impact of macro-economic conditions on demand for our products; our ability to effectively manage our costs and expenses in response to fluctuations in our growth rate; market acceptance of our new products; our ability to assess accurately our end market requirements; our success in maintaining the business of our significant customers; our ability to keep pace with new semiconductor processes; risks related to our dependence on third-party suppliers; regulatory, operational, financial and political risks inherent in operating internationally; competition within the semiconductor industry; product returns and warranty claims; the possibility that intellectual property claims initiated by or against us could be costly or have adverse outcomes; and other risks and uncertainties that are discussed under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as filed with the Securities and Exchange Commission.

Hittite Microwave Corporation
Condensed Consolidated Balance Sheets (unaudited)
(In thousands)
	September 30, 2011		December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	351,130	$	295,490
Accounts receivable, net		32,718		34,534
Inventories		28,386		23,219
Income taxes receivable		134		3,914
Prepaid expenses and other current assets		1,838		1,333
Deferred taxes		11,078		8,178
Total current assets		425,284		366,668
Property and equipment, net		31,288		29,470
Deferred taxes		473		-
Other assets		16,547		9,371
Total assets	$	473,592	$	405,509
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	6,394	$	3,228
Accrued expenses		10,562		9,173
Deferred revenue and customer advances		2,891		10,222
Total current liabilities		19,847		22,623
Long-term income taxes payable		6,571		6,845
Deferred taxes		-		289
Total liabilities		26,418		29,757
Total stockholders' equity		447,174		375,752
Total liabilities and stockholders' equity	$	473,592	$	405,509

Hittite Microwave Corporation
Condensed Consolidated Statements of Operations (unaudited)
(In thousands except per-share data)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue	$	68,135		$	64,166		$	203,886		$	178,673
Cost of revenue		17,395			16,287			54,257			45,914
Gross profit		50,740			47,879			149,629			132,759
		74.5	%		74.6	%		73.4	%		74.3	%
Operating expenses:
Research and development		9,109			8,308			27,900			23,095
Sales and marketing		5,428			4,524			16,346			14,055
General and administrative		2,924			2,839			8,856			8,614
Total operating expenses		17,461			15,671			53,102			45,764
Income from operations		33,279			32,208			96,527			86,995
		48.8	%		50.2	%		47.3	%		48.7	%
Interest and other income (expense), net		236			(30	)		526			(77	)
Income before income taxes		33,515			32,178			97,053			86,918
Provision for income taxes		11,091			11,343			33,606			30,805
Net income	$	22,424		$	20,835		$	63,447		$	56,113
Earnings per share:
Basic	$	0.74		$	0.70		$	2.10		$	1.90
Diluted	$	0.73		$	0.69		$	2.07		$	1.87
Weighted Average Shares Outstanding:
Basic		30,199			29,659			30,159			29,458
Diluted		30,592			30,189			30,580			30,034

CONTACT:
Hittite Microwave Corporation
William W. Boecke, 978-250-3343
V.P. and Chief Financial Officer