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):   February 21, 2013

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 February 21, 2013, Hittite Microwave Corporation issued a press release announcing its financial results for the fourth 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 February 21, 2013, entitled “Hittite Microwave Corporation Reports Financial Results For The Fourth Quarter And Year 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:	February 21, 2013

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Hittite Microwave Corporation, dated February 21, 2013.

EX-99.1

Exhibit 99.1

Hittite Microwave Corporation Reports Financial Results for the Fourth Quarter and Year 2012

CHELMSFORD, Mass.--(BUSINESS WIRE)--February 21, 2013--Hittite Microwave Corporation (NASDAQ:HITT) today reported revenue for the fourth quarter ended December 31, 2012 of $68.5 million, an increase of 13.8% compared with $60.2 million for the fourth quarter of 2011, and an increase of 2.0% compared with $67.2 million for the third quarter of 2012. Net income for the fourth quarter was $17.7 million, or $0.57 per diluted share, a decrease of 16.6% compared with $21.2 million, or $0.69 per diluted share, for the fourth quarter of 2011, and an increase of 0.1% compared with $17.7 million, or $0.57 per diluted share, for the third quarter of 2012. Net income for the fourth quarter of 2011 included a $5.5 million, $0.18 per diluted share, tax benefit related to the resolution of a tax audit.

For the fourth quarter of 2012, revenue from customers in the United States was $30.3 million, or 44.3% of the company’s total revenue, and revenue from customers outside the United States was $38.2 million, or 55.7% of total revenue. Gross margin was 73.3% for the fourth quarter of 2012, compared with 74.0% for the fourth quarter of 2011 and 73.6% for the third quarter of 2012. Operating income for the fourth quarter of 2012 was $28.0 million, or 40.8% of revenue, compared with $24.6 million, or 40.9% of revenue, for the fourth quarter of 2011 and $27.6 million, or 41.0% of revenue, for the third quarter of 2012. Total cash and marketable securities at December 31, 2012 was $409.2 million, an increase of $16.4 million for the quarter.

For the full year 2012, revenue was $264.4 million compared with $264.1 million for 2011. Net income for the year was $68.6 million, or $2.22 per diluted share, a decrease of 19.0% from $84.7 million, or $2.77 per diluted share, for 2011. Net bookings for 2012 were $264.2 million, compared with $256.9 million for 2011. Backlog at December 31, 2012 was $67.2 million compared with $67.4 million at December 31, 2011.

Business Outlook

The company expects revenue for the first quarter ending March 31, 2013 to be in the range of $66.5 million to $68.5 million and net income to be in the range of $16.7 million to $17.7 million, or $0.54 to $0.57 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. The conference call can be accessed by dialing (480) 629-9819. 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 4589614. 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 September 30, 2012, as filed with the Securities and Exchange Commission.

Hittite Microwave Corporation
Condensed Consolidated Balance Sheets (unaudited)
(In thousands)
	December 31, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	269,157	$	353,667
Marketable securities		140,069		-
Accounts receivable, net		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 expenses		12,889		10,850
Income taxes payable		584		-
Deferred revenue and customer advances		4,699		2,498
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
Total stockholders' equity		551,204		469,432
Total liabilities and stockholders' equity	$	573,563	$	488,565

Hittite Microwave Corporation
Condensed Consolidated Statements of Operations (unaudited)
(In thousands except per-share data)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
Revenue	$	68,515		$	60,222		$	264,395		$	264,108
Cost of revenue		18,296			15,678			69,415			69,935
Gross profit		50,219			44,544			194,980			194,173
		73.3	%		74.0	%		73.7	%		73.5	%
Operating expenses:
Research and development		12,449			10,999			49,202			38,899
Sales and marketing		6,319			5,701			23,966			22,047
General and administrative		3,468			3,222			14,598			12,078
Total operating expenses		22,236			19,922			87,766			73,024
Income from operations		27,983			24,622			107,214			121,149
		40.8	%		40.9	%		40.6	%		45.9	%
Interest and other income (expense), net		68			76			57			602
Income before income taxes		28,051			24,698			107,271			121,751
Provision for income taxes		10,337			3,457			38,702			37,063
Net income	$	17,714		$	21,241		$	68,569		$	84,688
Earnings per share:
Basic	$	0.58		$	0.70		$	2.26		$	2.81
Diluted	$	0.57		$	0.69		$	2.22		$	2.77
Weighted average shares outstanding:
Basic		30,401			30,234			30,359			30,178
Diluted		31,003			30,603			30,895			30,586

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