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):   April 26, 2012

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 April 26, 2012, Hittite Microwave Corporation issued a press release announcing its financial results for the first quarter of fiscal 2012.  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 April 26, 2012, entitled “Hittite Microwave Corporation Reports Financial Results For The First Quarter of 2012.”

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:	April 26, 2012

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Hittite Microwave Corporation, dated April 26, 2012.

EX-99.1

Exhibit 99.1

Hittite Microwave Corporation Reports Financial Results for the First Quarter of 2012

CHELMSFORD, Mass.--(BUSINESS WIRE)--April 26, 2012--Hittite Microwave Corporation (NASDAQ:HITT) today reported revenue for the first quarter ended March 31, 2012 of $63.3 million, representing a decrease of 5.8% compared with $67.2 million for the first quarter of 2011, and an increase of 5.2% compared with $60.2 million for the fourth quarter of 2011. Net income for the quarter was $16.0 million, or $0.52 per diluted share, a decrease of 20.7% compared with $20.2 million, or $0.66 per diluted share, for the first quarter of 2011, and a decrease of 24.7% compared with $21.2 million, or $0.69 per diluted share, for the fourth quarter of 2011, which included a $5.5 million, $0.18 per diluted share, discrete tax benefit.

For the first quarter of 2012, revenue from customers in the United States was $30.9 million, or 48.8% of the company’s total revenue, and revenue from customers outside the United States was $32.4 million, or 51.2% of total revenue. Gross margin was 73.7% for the first quarter of 2012, compared with 73.0% for the first quarter of 2011 and 74.0% for the fourth quarter of 2011. Operating income for the first quarter was $25.5 million, or 40.2% of revenue. Total cash and cash equivalents at March 31, 2012 was $373.9 million, an increase of $20.2 million for the quarter.

Business Outlook

The company expects revenue for the second quarter ending June 30, 2012 to be in the range of $63.0 million to $65.0 million and net income to be in the range of $15.6 million to $16.4 million, or $0.51 to $0.53 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 4529875. 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 Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission.

Hittite Microwave Corporation
Condensed Consolidated Balance Sheets (unaudited)
(In thousands)
	March 31, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	373,875	$	353,667
Accounts receivable, net		32,575		35,686
Inventories		51,512		38,460
Income taxes receivable		-		488
Prepaid expenses and other current assets		2,783		2,063
Deferred taxes		11,097		10,296
Total current assets		471,842		440,660
Property and equipment, net		33,010		32,550
Deferred taxes		1,176		466
Other assets		13,852		14,889
Total assets	$	519,880	$	488,565
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	5,433	$	3,146
Accrued expenses		10,410		10,850
Income taxes payable		8,840		-
Deferred revenue and customer advances		3,106		2,498
Total current liabilities		27,789		16,494
Long-term income taxes payable		2,637		2,639
Other liabilities		23		-
Total liabilities		30,449		19,133
Total stockholders' equity		489,431		469,432
Total liabilities and stockholders' equity	$	519,880	$	488,565

Hittite Microwave Corporation
Condensed Consolidated Statements of Operations (unaudited)
(In thousands except per-share data)
	Three Months Ended March 31,
		2012			2011
Revenue	$	63,323		$	67,241
Cost of revenue		16,682			18,161
Gross profit		46,641			49,080
		73.7	%		73.0	%
Operating expenses:
Research and development		11,783			9,426
Sales and marketing		5,635			5,438
General and administrative		3,768			3,008
Total operating expenses		21,186			17,872
Income from operations		25,455			31,208
		40.2	%		46.4	%
Interest and other (expense) income, net		(106	)		59
Income before income taxes		25,349			31,267
Provision for income taxes		9,357			11,089
Net income	$	15,992		$	20,178
Earnings per share:
Basic	$	0.53		$	0.67
Diluted	$	0.52		$	0.66
Weighted average shares outstanding:
Basic		30,328			30,113
Diluted		30,802			30,552

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