8-K

UNITED STATES

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): November 6, 2006

ALTERA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-16617 (Commission File Number) 77-0016691 (IRS Employer Identification No.)

101 Innovation Drive, San Jose, California (Address of Principal Executive Offices) 95134 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 544-7000

Not Applicable

(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:

¨ 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 November 6, 2006, Altera Corporation issued a press release announcing its financial results for the third quarter of 2006. A copy of the press release is furnished as Exhibit 99.1 to this report.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated November 6, 2006

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 hereunto duly authorized.

ALTERA CORPORATION

/s/    James Callas

James Callas

Acting Chief Financial Officer

Date: November 6, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 6, 2006

EX-99.1

Exhibit 99.1

	Altera Corporation 101 Innovation Drive San Jose, CA 95134 Phone: 408-544-7000

INVESTOR CONTACT	MEDIA CONTACT
Scott Wylie	Anna Del Rosario
Vice President – Investor Relations	Director – Corporate Communications
Altera Corporation	Altera Corporation
(408) 544-6996	(408) 544-6397
swylie@altera.com	newsroom@altera.com

ALTERA ANNOUNCES THIRD QUARTER RESULTS

San Jose, Calif., November 6, 2006 — Altera Corporation (NASDAQ: ALTR) today announced third quarter 2006 sales of $341.2 million, up 2 percent from the second quarter of 2006 and 17 percent from the third quarter of 2005. New product sales increased 26 percent sequentially and were up 142 percent from the prior year’s third quarter.

Third quarter 2006 net income, on a generally accepted accounting principles (GAAP) basis, was $87.4 million, $0.24 per diluted share, compared with net income of $77.8 million, $0.21 per diluted share, in the third quarter of 2005. Non-GAAP net income, excluding the effects of stock-based compensation expense, was $97.8 million, $0.27 per diluted share, in the third quarter of 2006.

As previously announced, Altera temporarily suspended its stock repurchase program in May 2006. As a consequence, the company did not repurchase shares during the third quarter. Altera ended the quarter with $1.6 billion in cash and investments.

“Healthy new product growth in the third quarter continues to demonstrate the appeal of our leading edge devices. All of the products in this category, including the HardCopy^® device family, grew sequentially and set new sales records,” said John Daane, president, chief executive officer, and chairman of the board. “Altera’s new product success over the past several years rests on unique programmable logic innovation that increases the attractiveness of our solutions and continues to add to our competitive strength.”

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Several recent accomplishments mark the company’s continuing progress:

• Earlier in the quarter, Altera received the Excellent Supplier Award from Huawei Technologies Co., Ltd. This award recognizes Altera’s technology, product quality and responsiveness. The award is the highest form of recognition provided by Huawei to any programmable logic supplier in 2005. Altera supplies a broad range of products to Huawei, including Altera’s unique HardCopy structured ASIC solution for Huawei’s fixed network and transmission products. Customers across all of Altera’s markets are, like Huawei, increasingly utilizing the seamless migration from an Altera^® FPGA-based prototype to a low-cost low-power HardCopy device for production. Altera is the only company to offer both high-end FPGAs and a structured ASIC for volume production.

In recognizing Altera, Huawei also noted Altera’s overall quality and supply chain management. Delivering high levels of customer responsiveness is a key element in Altera’s customer-centered business strategy and a significant contributor to Altera’s FPGA market share gains over the past several years.

• The MAX^® II CPLD family, with a unique Altera architecture that delivers lower cost and power compared to traditional CPLDs, continues to open up opportunities for Altera programmable logic. Toshiba Corporation recently selected a lead-free MAX II CPLD for its newest line of gigabeat portable media players. The MAX II family provided Toshiba not just lower power and cost, but reduced development time so that Toshiba could offer the first digital audio/video player supporting Japan’s one-segment TV and radio broadcasting services. “OneSeg” broadcasting allows users to view digital terrestrial video on a cell phone or other portable devices. For portable applications like the gigabeat media player, MAX II devices provide highly desirable flexibility and a low total solution cost compared to many traditional ASICS, ASSPs and discrete devices. While programmable logic has traditionally played a limited role in battery-powered systems, new products, like the MAX II family with its lower power and cost, are driving Altera into applications like the gigabeat media player, previously beyond the reach of a programmable solution.

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Business Outlook for the Fourth Quarter 2006

Altera provides guidance on both a GAAP and a non-GAAP basis, excluding stock-based compensation expenses. Inclusion of stock-based compensation charges in GAAP-based operating expense adds significantly to the volatility of actual versus expected expense due to volatility in our stock price, which we cannot predict. Additionally, these forecasts assume that the impact of the company’s non-qualified deferred compensation plan will be nil.

	GAAP	Non-GAAP
Sequential Sales	decline of 2% to 5%	—
Gross Margin	65% to 67%	—
Research and Development	$61 million	$55 million
SG&A	$76 million	$68 million
Other Income	$16 million	—
Tax Rate	15%	17%

Conference Call and Quarterly Update:

A conference call will be held today at 2:00 p.m. Pacific Time to discuss the quarter’s results and management’s outlook for the fourth quarter of 2006. The web cast and subsequent replay will be available in the investor relations section of the company’s web site at http://www.altera.com. A telephonic replay of the call may be accessed later in the day by calling (719) 457-0820 and referencing confirmation code 258712. The telephonic replay will be available for two weeks following the live call.

Altera’s fourth quarter business update will be issued in a press release available after the market close on December 5.

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Forward-Looking Statements

Statements in this press release that are not historical are “forward-looking statements” as the term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally written in the future tense and/or preceded by words such as “will”, “expects”, “anticipates”, or other words that imply or predict a future state. Forward-looking statements include any projection of revenue, gross margin, expense or other financial items discussed in the Business Outlook section of this press release and comments relating to new products. Investors are cautioned that all forward-looking statements in this release involve risks and uncertainty that can cause actual results to differ from those currently anticipated, due to a number of factors, including without limitation, customer business environment, market acceptance of the company’s products, the rate of growth of the company’s new products including the Stratix^® II, Stratix II GX, Cyclone^® II, MAX II and HardCopy device families, changes in the mix of our business between prototyping and production-based demand, as well as changes in economic conditions and other risk factors discussed in documents filed by the company with the Securities and Exchange Commission from time to time. Copies of Altera’s SEC filings are posted on the company’s web site and are available from the company without charge. Forward-looking statements are made as of the date of this release, and, except as required by law, the company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

Use of Non-GAAP Financial Information

In addition to disclosing financial results calculated in accordance with U.S. GAAP, this release and accompanying financial tables contain non-GAAP financial measures to exclude the effects of the non-cash stock-based compensation expense and the related tax effects of SFAS 123 (R), “Share-based Payment.” The non-GAAP financial measures are neither in accordance with, nor an alternative for, generally accepted accounting principles and may be different from similarly titled non-GAAP financial measures used by other companies. Accordingly, the reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures included below should be carefully evaluated. Altera believes that the use of these non-GAAP financial measures, when shown in conjunction with corresponding GAAP financial measures, provide useful information to management and investors regarding financial and business trends relating to Altera’s financial condition and results of operations. Altera management uses these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, to review Altera’s financial performance. Non-GAAP reporting represents relevant and useful information that is widely used by financial analysts, investors and other interested parties in our industry. Altera’s management believes this presentation is useful to investors in evaluating performance on a basis that is consistent and comparable with periods prior to the adoption of SFAS 123(R). Since expensing stock-based compensation expense does not require cash expenditures by the company, the company’s non-GAAP presentation that excludes these expenses may be a useful measure of the company’s performance. A reconciliation between GAAP and non-GAAP financial results is provided on pages 6 to 8 of this release.

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About Altera

Altera’s programmable solutions enable system and semiconductor companies to rapidly and cost-effectively innovate, differentiate and win in their markets. Find out more at www.altera.com.

#####

Altera, The Programmable Solutions Company, the stylized Altera logo, specific device designations and all other words that are identified as trademarks and/or service marks are, unless noted otherwise, the trademarks and service marks of Altera Corporation in the U.S. and other countries. All other product or service names are the property of their respective holder.

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ALTERA CORPORATION

GAAP AND NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data and note)

(Unaudited)

	THREE MONTHS ENDED
	September 29 2006							September 30 2005
	GAAP (2)		Adjustments (1)			Non-GAAP (2)		GAAP (2)
Net sales	$	341,213	$	—		$	341,213	$	291,530
Cost of sales		110,527		(422	)		110,105		97,647
Gross margin		230,686		422			231,108		193,883
Operating expenses:
Research and development		63,604		(6,116	)		57,488		49,443
Selling, general, and administrative		80,773		(8,483	)		72,290		57,289
Total operating expenses		144,377		(14,599	)		129,778		106,732
Income from operations		86,309		15,021			101,330		87,151
Interest and other income, net		16,539		—			16,539		11,368
Income before income taxes		102,848		15,021			117,869		98,519
Provision for income taxes		15,427		4,611			20,038		20,704
Net income	$	87,421	$	10,410		$	97,831	$	77,815
Net income per share:
Basic	$	0.24				$	0.27	$	0.21
Diluted	$	0.24				$	0.27	$	0.21
Shares used in computing per share amounts:
Basic		361,840					361,840		372,690
Diluted (as restated for 2005)		367,313					367,313		379,080
Tax rate		15.0%					17.0%		21.0%
% of Net Sales:
Gross margin		67.6%					67.7%		66.5%
Research and development		18.6%					16.8%		17.0%
Selling, general, and administrative		23.7%					21.2%		19.7%
Income from operations		25.3%					29.7%		29.9%
Net income		25.6%					28.7%		26.7%

Notes:

(1) Adjustments consist of non-cash stock-based compensation expenses and related tax effects.

(2) The GAAP and Non-GAAP income statements above include amounts related to our Nonqualified Deferred Compensation Plan (NQDC Plan). The NQDC Plan had gains of $2.1 million for the three month periods ended September 29, 2006 and September 30, 2005. Gains or (losses) were included in interest and other income, net, as well as operating expenses. There was no net impact in any period presented on income before income taxes or net income arising from this plan.

	THREE MONTHS ENDED
NQDC Impact (In Millions)	September 29 2006		September 30 2005
Increase in R&D Expense	$	1.2	$	0.7
Increase in SG&A Expense		0.9		1.4
Increase in Interest and other income, net	$	2.1	$	2.1

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ALTERA CORPORATION

GAAP AND NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data and note)

(Unaudited)

	THREE MONTHS ENDED
	June 30 2006							July 1 2005
	GAAP (2)		Adjustments (1)			Non-GAAP (2)		GAAP (2)
Net sales	$	334,100	$	—		$	334,100	$	285,477
Cost of sales		113,335		(554	)		112,781		90,592
Gross margin		220,765		554			221,319		194,885
Operating expenses:
Research and development		63,904		(7,977	)		55,927		55,340
Selling, general, and administrative		76,749		(10,158	)		66,591		55,895
Total operating expenses		140,653		(18,135	)		122,518		111,235
Income from operations		80,112		18,689			98,801		83,650
Interest and other income, net		10,781		—			10,781		8,058
Income before income taxes		90,893		18,689			109,582		91,708
Provision for income taxes		13,633		4,996			18,629		24,142
Net income	$	77,260	$	13,693		$	90,953	$	67,566
Net income per share:
Basic	$	0.21				$	0.25	$	0.18
Diluted	$	0.21				$	0.25	$	0.18
Shares used in computing per share amounts:
Basic		360,501					360,501		373,040
Diluted (as restated for 2005)		367,092					367,092		379,693
Tax rate		15.0%					17.0%		26.3%
% of Net Sales:
Gross margin		66.1%					66.2%		68.3%
Research and development		19.1%					16.7%		19.4%
Selling, general, and administrative		23.0%					19.9%		19.6%
Income from operations		24.0%					29.6%		29.3%
Net income		23.1%					27.2%		23.7%

Notes:

(1) Adjustments consist of non-cash stock-based compensation expenses and related tax effects.

(2) The GAAP and Non-GAAP income statements above include amounts related to our Nonqualified Deferred Compensation Plan (NQDC Plan). The NQDC Plan had a loss of $1.0 million and a gain of $0.7 million, respectively, for the three month periods ended June 30, 2006 and July 1, 2005. Gains or (losses) were included in interest and other income, net, as well as operating expenses. There was no net impact in any period presented on income before income taxes or net income arising from this plan.

	THREE MONTHS ENDED
NQDC Impact (In Millions)	June 30 2006			July 1 2005
(Decrease) Increase in R&D Expense	$	(0.4	)	$	0.4
(Decrease) Increase in SG&A Expense		(0.6	)		0.3
(Decrease) Increase in Interest and other income, net	$	(1.0	)	$	0.7

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ALTERA CORPORATION

GAAP AND NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data and note)

(Unaudited)

	NINE MONTHS ENDED
	September 29 2006							September 30 2005
	GAAP (2)		Adjustments (1)			Non-GAAP (2)		GAAP (2)
Net sales	$	968,143	$	—		$	968,143	$	841,829
Cost of sales		320,968		(1,499	)		319,469		272,129
Gross margin		647,175		1,499			648,674		569,700
Operating expenses:
Research and development		190,365		(22,017	)		168,348		156,172
Selling, general, and administrative		233,771		(29,107	)		204,664		167,518
Total operating expenses		424,136		(51,124	)		373,012		323,690
Income from operations		223,039		52,623			275,662		246,010
Interest and other income, net		39,753		—			39,753		23,924
Income before income taxes		262,792		52,623			315,415		269,934
Provision for income taxes		39,418		14,195			53,613		60,787
Net income	$	223,374	$	38,428		$	261,802	$	209,147
Net income per share:
Basic	$	0.62				$	0.73	$	0.56
Diluted	$	0.61				$	0.71	$	0.55
Shares used in computing per share amounts:
Basic		360,607					360,607		372,870
Diluted (as restated for 2005)		367,151					367,151		379,448
Tax rate		15.0%					17.0%		22.5%
% of Net Sales:
Gross margin		66.8%					67.0%		67.7%
Research and development		19.7%					17.4%		18.6%
Selling, general, and administrative		24.1%					21.1%		19.9%
Income from operations		23.0%					28.5%		29.2%
Net income		23.1%					27.0%		24.8%

Notes:

(1) Adjustments consist of non-cash stock-based compensation expenses and related tax effects.

(2) The GAAP and Non-GAAP income statements above include amounts related to our Nonqualified Deferred Compensation Plan (NQDC Plan). The NQDC Plan had gains of $3.4 million and 1.6 million, respectively, for the nine month periods ended September 29, 2006 and September 30, 2005. Gains or (losses) were included in interest and other income, net, as well as operating expenses. There was no net impact in any period presented on income before income taxes or net income arising from this plan.

	NINE MONTHS ENDED
NQDC Impact (In Millions)	September 29 2006		September 30 2005
Increase in R&D Expense	$	1.7	$	0.7
Increase in SG&A Expense		1.7		0.9
Increase in Interest and other income, net	$	3.4	$	1.6

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ALTERA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	September 29 2006		June 30 2006		December 30 2005
					(as restated)
ASSETS
Current assets:
Cash and short-term investments	$	1,307,038	$	1,256,809	$	1,166,588
Accounts receivable, net		126,543		200,604		80,509
Inventories		93,437		77,819		70,711
Deferred compensation plan assets		66,021		63,004		61,567
Other current assets		144,072		133,272		115,826
Total current assets		1,737,111		1,731,508		1,495,201
Long-term investments		267,899		203,841		115,965
Property and equipment, net		174,804		171,951		165,999
Deferred income taxes and other assets, net		56,853		53,454		50,531
	$	2,236,667	$	2,160,754	$	1,827,696
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and current liabilities	$	285,534	$	284,988	$	244,385
Deferred compensation plan obligations		66,021		63,004		61,567
Deferred income and allowances on sales to distributors		330,944		367,806		258,285
Total current liabilities		682,499		715,798		564,237
Capital lease obligations		1,486		3,484		3,871
Stockholders' equity		1,552,682		1,441,472		1,259,588
	$	2,236,667	$	2,160,754	$	1,827,696
KEY RATIOS & INFORMATION
Current Assets/Current Liabilities		3:1		2:1		3:1
Liabilities/Equity		1:2		1:2		1:2
Annualized YTD Return on Equity		21%		20%		21%
Quarterly Depreciation Expense	$	6,744	$	7,418	$	7,038
Quarterly Capital Expenditures	$	9,597	$	8,062	$	7,665
Annualized Sales per Employee	$	514	$	508	$	498
Number of Employees		2,649		2,594		2,361
Inventory MSOH (a): Altera		2.5		2.1		2.3
Inventory MSOH (a): Distribution		1.3		1.5		1.4
Days Sales Outstanding		34		55		26

(a) MSOH: Months Supply On Hand

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ALTERA CORPORATION

REVENUE SUMMARY

(Unaudited)

	Q3'06	Q2'06	Q3'05	Q-Q Growth	Y-Y Growth
Geography
North America	23%	25%	24%	-6%	12%
Europe	27%	24%	25%	13%	27%
Japan	22%	24%	25%	-4%	5%
Asia Pacific	28%	27%	26%	6%	24%
International	77%	75%	76%	5%	19%
Total	100%	100%	100%	2%	17%
Product Category
New	21%	17%	10%	26%	142%
Mainstream	36%	36%	38%	1%	10%
Mature & Other	43%	47%	52%	-6%	-2%
Total	100%	100%	100%	2%	17%
Market Segment
Communications	41%	44%	40%	-3%	21%
Industrial	33%	34%	33%	-2%	15%
Consumer	15%	13%	16%	11%	5%
Computer & Storage	11%	9%	11%	27%	25%
Total	100%	100%	100%	2%	17%
FPGAs and CPLDs
FPGA	71%	70%	70%	5%	19%
CPLD	19%	21%	19%	-11%	16%
Other	10%	9%	11%	14%	7%
Total	100%	100%	100%	2%	17%

Product Category Description

Category	Products
New	Stratix II, Stratix II GX, Cyclone II, MAX II, HardCopy and HardCopy II
Mainstream	Stratix, Stratix GX, Cyclone, and MAX 3000A
Mature & Other	Classic, MAX 7000, MAX 7000A, MAX 7000B, MAX 7000S, MAX 9000, FLEX 6000, FLEX 8000, FLEX 10K, FLEX 10KA, FLEX 10KE, APEX 20K, APEX 20KE, APEX 20KC, APEX II, ACEX 1K, Mercury, Excalibur, configuration and other devices, intellectual property cores, and software and other tools

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