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):   July 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 July 26, 2012, Hittite Microwave Corporation issued a press release announcing its financial results for the second 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 July 26, 2012, entitled “Hittite Microwave Corporation Reports Financial Results For The Second Quarter Of 2012.”

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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:	July 26, 2012

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Exhibit Index

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

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EX-99.1

Exhibit 99.1

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

CHELMSFORD, Mass.--(BUSINESS WIRE)--July 26, 2012--Hittite Microwave Corporation (NASDAQ:HITT) today reported revenue for the second quarter ended June 30, 2012 of $65.4 million, representing a decrease of 4.6% compared with $68.5 million for the second quarter of 2011, and an increase of 3.3% compared with $63.3 million for the first quarter of 2012. Net income for the quarter was $17.2 million, or $0.56 per diluted share, a decrease of 17.6% compared with $20.8 million, or $0.68 per diluted share, for the second quarter of 2011, and an increase of 7.4% compared with $16.0 million, or $0.52 per diluted share, for the first quarter of 2012. Second quarter 2012 net income includes a $0.7 million, $0.02 per diluted share, tax benefit related to the resolution of a tax audit.

For the second quarter of 2012, revenue from customers in the United States was $30.5 million, or 46.7% of the company’s total revenue, and revenue from customers outside the United States was $34.9 million, or 53.3% of total revenue. Gross margin was 74.5% for the second quarter of 2012, compared with 72.7% for the second quarter of 2011 and 73.7% for the first quarter of 2012. Operating income for the second quarter was $26.2 million, or 40.1% of revenue. Total cash and cash equivalents at June 30, 2012 was $375.4 million, an increase of $1.5 million for the quarter.

Business Outlook

The company expects revenue for the third quarter ending September 30, 2012 to be in the range of $65.0 million to $67.0 million and net income to be in the range of $16.0 million to $16.9 million, or $0.52 to $0.55 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 4550480. 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 March 31, 2012, as filed with the Securities and Exchange Commission.

Hittite Microwave Corporation
Condensed Consolidated Balance Sheets (unaudited)
(In thousands)
	June 30, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	375,387	$	353,667
Accounts receivable, net		34,342		35,686
Inventories		53,986		38,460
Income taxes receivable		-		488
Prepaid expenses and other current assets		2,689		2,063
Deferred taxes		12,184		10,296
Total current assets		478,588		440,660
Property and equipment, net		34,810		32,550
Deferred taxes		2,059		466
Other assets		12,809		14,889
Total assets	$	528,266	$	488,565
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	4,698	$	3,146
Accrued expenses		9,982		10,850
Income taxes payable		245		-
Deferred revenue and customer advances		2,639		2,498
Total current liabilities		17,564		16,494
Long-term income taxes payable		1,061		2,639
Other liabilities		53		-
Total liabilities		18,678		19,133
Total stockholders' equity		509,588		469,432
Total liabilities and stockholders' equity	$	528,266	$	488,565

Hittite Microwave Corporation
Condensed Consolidated Statements of Operations (unaudited)
(In thousands except per-share data)
	Three Months Ended June 30,						Six Months Ended June 30,
		2012			2011			2012			2011
Revenue	$	65,387		$	68,510		$	128,710		$	135,751
Cost of revenue		16,675			18,701			33,357			36,862
Gross profit		48,712			49,809			95,353			98,889
		74.5	%		72.7	%		74.1	%		72.8	%
Operating expenses:
Research and development		12,421			9,365			24,204			18,791
Sales and marketing		5,995			5,480			11,630			10,918
General and administrative		4,072			2,924			7,840			5,932
Total operating expenses		22,488			17,769			43,674			35,641
Income from operations		26,224			32,040			51,679			63,248
		40.1	%		46.8	%		40.2	%		46.6	%
Interest and other income (expense), net		43			231			(63	)		290
Income before income taxes		26,267			32,271			51,616			63,538
Provision for income taxes		9,093			11,426			18,450			22,515
Net income	$	17,174		$	20,845		$	33,166		$	41,023
Earnings per share:
Basic	$	0.57		$	0.69		$	1.09		$	1.36
Diluted	$	0.56		$	0.68		$	1.08		$	1.34
Weighted average shares outstanding:
Basic		30,344			30,165			30,336			30,139
Diluted		30,851			30,596			30,826			30,574

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