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): April 21, 2009

ALTERA CORPORATION

(Exact name of registrant as specified in its charter)

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

101 Innovation Drive, San Jose, California	95134
(Address of principal executive offices)	(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 April 21, 2009, Altera Corporation issued a press release announcing its financial results for the first quarter of 2009. 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 April 21, 2009

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/ Timothy R. Morse

Timothy R. Morse, Senior Vice President and

Chief Financial Officer

Dated: April 21, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 21, 2009

EX-99.1

Exhibit 99.1

INVESTOR CONTACT	MEDIA CONTACT
Scott Wylie – Vice President	Mark Plungy – Senior Manager
Investor Relations	Corporate Communications
(408) 544-6996	(408) 544-6397
swylie@altera.com	newsroom@altera.com

ALTERA ANNOUNCES FIRST QUARTER RESULTS

San Jose, Calif., April 21, 2009—Altera Corporation (NASDAQ: ALTR) today announced first quarter sales of $264.6 million, down 16 percent from the fourth quarter of 2008 and down 21 percent from the first quarter of 2008. First quarter net income was $44.0 million, $0.15 per diluted share, down from net income of $83.0 million, $0.28 per diluted share, in the fourth quarter of 2008 and $83.9 million, $0.27 per diluted share, in the first quarter of 2008.

First quarter 2009 results include a previously announced $5.2 million pretax restructuring charge. The company’s first quarter 2009 tax expense also includes $2.0 million related to a recently enacted change in California tax law. The combined after-tax impact of these two items was $0.02 per diluted share.

First quarter cash flow from operating activities was $44.0 million. Altera ended the quarter with $1.2 billion in cash and short-term investments.

Altera’s board of directors has declared a quarterly cash dividend of $0.05 per share payable on June 1, 2009 to stockholders of record on May 11, 2009.

“The first quarter business environment was better than we originally anticipated yet overall remains quite challenging. With double digit sequential growth, sales to wireless equipment customers, including those targeting new 3G deployments in China, were a bright spot in the quarter,” said John Daane, president, chief executive officer, and chairman of the board. “Our 40-nm FPGA sales are growing quickly, creating the fastest new product ramp in our history. The product roll out has been on schedule, reinforcing our first mover process advantage as well as providing customers access to the industry’s highest density FPGAs and most advanced transceiver functionality.”

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Several recent accomplishments mark the company’s continuing progress.

• Altera reached another milestone in the successful rollout of the 40-nm Stratix^® IV GX FPGA family with initial shipments of the EP4SGX530. This new device is the industry’s largest FPGA—more than 60% larger than any other FPGA on the market. This device is the next member of the Stratix IV GX family to ship following the initial shipment of the industry’s first 40-nm FPGA, the EP4SGX230, in December 2008. The Stratix IV GX family combines advanced transceiver and FPGA technology targeting numerous applications in the communications, broadcast, test, medical, and military markets.

• Altera further expanded its transceiver FPGA portfolio with the announcement of two additional FPGA families with integrated transceivers. The highest performing FPGAs available, Stratix IV GT devices are also the industry’s first FPGAs to include integrated transceivers operating at 11.3 Gbps. This architecture is optimized specifically for 40G and 100G applications such as communications systems, high-end test equipment, and military communications systems. In addition, Altera announced the Arria^® II GX family, the lowest power 3.75-Gbps transceiver FPGAs available. With a cost-optimized structure, Arria II GX FPGAs are well suited for wireless infrastructure equipment, wire line access and networking applications, as well as broadcast and other video processing equipment. Stratix IV GT devices began shipping in February, and the first Arria II GX devices will ship in the second quarter of 2009.

• Altera’s 40-nm FPGAs received significant recognition at the 19^th annual EDN Innovation Awards ceremony where Stratix IV FPGAs won the “Innovation of the Year Award” in the programmable logic category. In addition, the Stratix IV design team also took top honors, receiving the “Innovator of the Year” award for their innovation in product design and technical leadership. The EDN Innovation Awards honor outstanding products in the electronics industry. EDN uses a combination of balloting by the EDN Advisory Board and voting by EDN’s editorial staff and EDN’s readership to determine the ultimate winners.

• Altera’s 40-nm Stratix IV FPGAs received the Electronic Products China Product of the Year Award. The Electronic Products China Product of the Year award is given to products that show significant progress in technology, innovative design, or offer distinct price/performance improvements compared with competing devices. The Stratix IV family has now received eight industry awards since May 2008 when the family was initially announced and the supporting Quartus^® II development software was released.

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Business Outlook for the Second Quarter 2009

Sequential Sales Growth	2% to 7%
Gross Margin	64.5% +/– .5%
Research and Development	$67 to $69 million
SG&A	$56 to $58 million
Other Income	approximately $1 million
Tax Rate	14% to 15%

Conference Call and Quarterly Update:

A conference call will be held today at 1:45 p.m. Pacific Time to discuss the quarter’s results and management’s current business outlook. The webcast and subsequent replay will be available in the Investor Relations section of the company’s website at 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 second quarter business update will be issued in a press release available after the market close on June 1, 2009.

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. 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, current global economic conditions, customer business environment, vertical market mix, market acceptance of the company’s products, product introduction schedules, the rate of growth of the company’s new products including the Arria GX, Cyclone^® II, Cyclone III, Stratix II, Stratix II GX, Stratix III, Stratix IV, MAX^® II and HardCopy^® device families, changes in the mix of our business between prototyping and production-based demand, as well as changes in

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economic conditions and other risk factors discussed in documents filed by the company with the Securities and Exchange Commission (SEC) from time to time. Copies of Altera’s SEC filings are posted on the company’s website 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.

About Altera

Altera programmable solutions enable system and semiconductor companies to rapidly and cost-effectively innovate, differentiate and win in their markets. Find out more about Altera’s FPGA, CPLD and ASIC devices 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

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

	THREE MONTHS ENDED
	March 27, 2009			December 31, 2008			March 28, 2008
Net sales	$	264,602		$	314,544		$	336,071
Cost of sales		94,029			96,699			117,309
Gross margin		170,573			217,845			218,762
Operating expenses(1)
Research and development		58,190			68,846			61,137
Selling, general, and administrative		60,659			62,757			63,131
Total operating expenses		118,849			131,603			124,268
Operating margin(2)		51,724			86,242			94,494
Compensation expense (benefit) - deferred compensation plan		23			(10,184	)		(5,029	)
Loss (gain) on deferred compensation plan securities		(23	)		10,184			5,029
Interest income and other		(3,378	)		(6,118	)		(9,151	)
Interest expense		1,338			4,456			3,137
Income before income taxes		53,764			87,904			100,508
Income tax expense		9,803			4,863			16,584
Net income	$	43,961		$	83,041		$	83,924
Net income per share:
Basic	$	0.15		$	0.28		$	0.27
Diluted	$	0.15		$	0.28		$	0.27
Shares used in computing per share amounts:
Basic		293,105			294,803			307,418
Diluted		294,881			296,298			310,010
Cash dividends per common share	$	0.05		$	0.05		$	0.04
Tax rate		18.2	%		5.5	%		16.5	%
% of Net sales:
Gross margin		64.5	%		69.3	%		65.1	%
Research and development		22.0	%		21.9	%		18.2	%
Selling, general, and administrative		22.9	%		20.0	%		18.8	%
Operating margin(2)		19.5	%		27.4	%		28.1	%
Net income		16.6	%		26.4	%		25.0	%
Notes:
(1)    Includes restructuring expenses as follows:
	THREE MONTHS ENDED
	March 27, 2009			December 31, 2008			March 28, 2008
Research and development	$	226		$	—		$	—
Selling, general, and administrative		4,990			—			—
	$	5,216		$	—		$	—

(2) We define operating margin as gross margin less research and development and selling, general and administrative expenses, as presented above. This presentation differs from income from operations as defined by U.S. Generally Accepted Accounting Principles (GAAP), as it excludes compensation expense (benefit) associated with deferred compensation plan obligations. Since compensation expense (benefit) associated with our deferred compensation plan obligations is offset by losses (gains) from related securities, we believe this presentation provides a more meaningful representation of our ongoing operating performance. A reconciliation of operating margin to income from operations follows:

	THREE MONTHS ENDED
	March 27, 2009		December 31, 2008			March 28, 2008
Operating margin (non-GAAP)	$	51,724	$	86,242		$	94,494
Compensation expense (benefit) - deferred compensation plan		23		(10,184	)		(5,029	)
Income from operations (GAAP)	$	51,701	$	96,426		$	99,523

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ALTERA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 27, 2009			December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	1,234,291		$	1,216,743
Accounts receivable, net		182,120			83,430
Inventories		63,333			84,637
Deferred compensation plan assets		59,340			55,990
Deferred income taxes and other current assets		167,916			186,361
Total current assets		1,707,000			1,627,161
Property and equipment, net		191,628			192,262
Deferred income taxes and other assets, net		57,389			60,484
	$	1,956,017		$	1,879,907
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and current liabilities	$	119,125		$	124,358
Deferred compensation plan obligations		59,340			55,990
Deferred income and allowances on sales to distributors		245,582			205,674
Total current liabilities		424,047			386,022
Income taxes payable, non-current		180,786			173,880
Long-term credit facility		500,000			500,000
Other non-current liabilities		7,554			20,128
Stockholders’ equity		843,630			799,877
	$	1,956,017		$	1,879,907
Key Ratios & Information
Current Assets/Current Liabilities		4:1			4:1
Liabilities/Equity		1:1			1:1
TTM Return on Equity		40	%		45	%
Quarterly Depreciation Expense	$	7,457		$	7,625
Quarterly Capital Expenditures	$	4,553		$	11,354
Annualized Net Sales per Employee	$	386		$	508
Number of Employees		2,717			2,760
Inventory MSOH (1): Altera		2.0			2.6
Inventory MSOH (1): Distribution		1.0			1.0
Days Sales Outstanding		59			25

(1) MSOH: Months Supply On Hand

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ALTERA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	THREE MONTHS ENDED
	March 27, 2009			December 31, 2008			March 28, 2008
Cash Flows from Operating Activities:
Net income	$	43,961		$	83,041		$	83,924
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,516			7,684			8,065
Stock-based compensation		15,842			13,743			12,260
Deferred income tax expense		1,838			21,147			4,524
Tax effect of employee stock plans		(1,026	)		(12,860	)		(509	)
Excess tax benefit from employee stock plans		(45	)		(194	)		(905	)
Gain on sale of land		—			—			(112	)
Gain on substantive termination of retiree medical plan		(6,488	)		—			—
Changes in assets and liabilities:
Accounts receivable, net		(98,690	)		137,901			(32,482	)
Inventories		21,304			(10,407	)		3,097
Other assets		19,385			(25,896	)		(2,549	)
Accounts payable and other liabilities		(10,399	)		(11,202	)		(3,674	)
Deferred income and allowances on sales to distributors		39,908			(94,107	)		68,788
Income taxes payable		7,551			(1,601	)		11,142
Deferred compensation plan obligations		3,327			581			(1,912	)
Net cash provided by operating activities		43,984			107,830			149,657
Cash Flows from Investing Activities:
Purchases of property and equipment		(4,553	)		(11,354	)		(3,714	)
Proceeds from the maturities and sales of available-for-sale investments		—			3,776			41,929
Proceeds from sale of land		—			—			9,063
Sales (purchases) of deferred compensation plan securities, net		(3,327	)		(581	)		1,912
Purchases of intangible assets		(438	)		—			—
Net cash provided by (used for) investing activities		(8,318	)		(8,159	)		49,190
Cash Flows from Financing Activities:
Proceeds from issuance of common stock through various stock plans		2,305			11,301			3,224
Minimum statutory withholding-restricted stock units		(3,783	)		(12	)		(70	)
Repurchases of common stock		—			(154,201	)		(275,255	)
Payment of dividends to stockholders		(14,663	)		(14,626	)		(12,338	)
Excess tax benefit from stock-based compensation		45			194			905
Increase in book overdrafts		—			—			16
Proceeds from long-term credit facility		—			—			100,000
Principal payments on capital lease obligations		(2,022	)		(4,980	)		(217	)
Net cash used for financing activities		(18,118	)		(162,324	)		(183,735	)
Net increase (decrease) in cash and cash equivalents		17,548			(62,653	)		15,112
Cash and cash equivalents at beginning of period		1,216,743			1,279,396			890,095
Cash and cash equivalents at end of period	$	1,234,291		$	1,216,743		$	905,207

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ALTERA CORPORATION

REVENUE SUMMARY

(Unaudited)

	THREE MONTHS ENDED						Quarterly Growth Rate
	March 27, 2009		December 31, 2008		March 28, 2008		Sequential Change		Year- Over-Year Change
Geography
North America	19	%	23	%	23	%	-33	%	-36	%
Asia Pacific	38	%	36	%	32	%	-10	%	-6	%
Europe	24	%	23	%	23	%	-12	%	-19	%
Japan	19	%	18	%	22	%	-11	%	-30	%
Total	100	%	100	%	100	%	-16	%	-21	%
Product Category
New	53	%	48	%	40	%	-8	%	3	%
Mainstream	24	%	25	%	27	%	-19	%	-30	%
Mature & Other	23	%	27	%	33	%	-27	%	-45	%
Total	100	%	100	%	100	%	-16	%	-21	%
Market Segment(1)
Telecom & Wireless	46	%	38	%	34	%	2	%	6	%
Industrial Automation, Military & Auto	21	%	25	%	22	%	-30	%	-27	%
Networking, Computer & Storage	15	%	14	%	18	%	-14	%	-33	%
Other	18	%	23	%	26	%	-33	%	-45	%
Total	100	%	100	%	100	%	-16	%	-21	%
(1)    Vertical market segment classifications have been modified. For comparative purposes, we have provided supplemental information on the following page that presents market segment results based on the current and previous definitions.
FPGAs and CPLDs
FPGA	77	%	75	%	72	%	-13	%	-16	%
CPLD	14	%	16	%	19	%	-27	%	-41	%
Other	9	%	9	%	9	%	-17	%	-21	%
Total	100	%	100	%	100	%	-16	%	-21	%

Product Category Description

Category	Products
New	Stratix II (and GX), Stratix III, Stratix IV (and GX/GT), Arria GX, Cyclone II, Cyclone III, MAX II, HardCopy, and Hardcopy II devices
Mainstream	Stratix (and GX), Cyclone, and MAX 3000A devices
Mature & Other	Classic™, MAX 7000, MAX 7000A, MAX 7000B, MAX 7000S, MAX 9000, FLEX® series, APEX™ series, Mercury™, Excalibur™, configuration and other devices, intellectual property cores, and software and other tools

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ALTERA CORPORATION

REVENUE SUMMARY

(Unaudited)

	THREE MONTHS ENDED
	March 27, 2009		March 28, 2008		June 27, 2008		September 26, 2008		December 31, 2008
Market Segment- Previous
Communications	56	%	41	%	43	%	44	%	44	%
Industrial	28	%	35	%	35	%	36	%	36	%
Consumer	11	%	15	%	14	%	14	%	14	%
Computer & Storage	5	%	9	%	8	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%
Market Segment- Current
Telecom & Wireless	46	%	34	%	37	%	38	%	38	%
Industrial Automation, Military & Auto	21	%	22	%	22	%	25	%	25	%
Networking, Computer & Storage	15	%	18	%	16	%	14	%	14	%
Other	18	%	26	%	25	%	23	%	23	%
Total	100	%	100	%	100	%	100	%	100	%

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