UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

_____________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended July 2, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from              to             

Commission File Number 0-22660

_____________________

TRIQUINT SEMICONDUCTOR, INC.

(Exact name of registrant as specified in its charter)

_____________________

Delaware	95-3654013
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

2300 N.E. Brookwood Parkway,

Hillsboro, Oregon 97124

(Address of principal executive offices) (Zip code)

(503) 615-9000

(Registrant’s telephone number, including area code)

_____________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No x

As of August 2, 2011, there were 164,780,020shares of the Registrant’s Common Stock outstanding.

TRIQUINT SEMICONDUCTOR, INC.

INDEX

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Income for the three and six months ended July 2, 2011 and July 3, 2010	1
	Condensed Consolidated Balance Sheets at July 2, 2011 and December 31, 2010	2
	Condensed Consolidated Statements of Cash Flows for the six months ended July 2, 2011 and July 3, 2010	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	20
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	21
Item 6.	Exhibits	21

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	July 2, 2011			July 3, 2010			July 2, 2011			July 3, 2010
Revenues	$	228,785		$	207,478		$	453,108		$	388,316
Cost of goods sold	136,643			121,995			273,572			234,334
Gross profit	92,142			85,483			179,536			153,982
Operating expenses:
Research, development and engineering	37,955			32,640			74,431			63,419
Selling, general and administrative	25,386			24,791			50,615			48,285
Litigation expense	7,512			1,340			12,911			2,326
Total operating expenses	70,853			58,771			137,957			114,030
Income from operations	21,289			26,712			41,579			39,952
Other income (expense), net:
Interest income	106			112			210			223
Interest expense	(354		)	(167		)	(741		)	(371		)
Foreign currency gain (loss)	87			7			31			(209		)
Recovery of investment	356			—			507			—
Other, net	71			63			94			68
Total other income (expense), net	266			15			101			(289		)
Income before income tax	21,555			26,727			41,680			39,663
Income tax expense	4,990			4,268			12,676			3,495
Net income	$	16,565		$	22,459		$	29,004		$	36,168
Net income per common share:
Basic	$	0.10		$	0.14		$	0.18		$	0.23
Diluted	$	0.10		$	0.14		$	0.17		$	0.23
Common equivalent shares:
Basic	164,110			154,938			163,257			154,244
Diluted	173,518			161,562			173,222			160,507

The accompanying notes are an integral part of these financial statements.

1

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

	July 2, 2011		December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	136,245	$	192,464
Investments in marketable securities	44,610		31,192
Accounts receivable, net	135,394		138,989
Inventories	137,358		101,457
Prepaid expenses	9,584		7,270
Deferred tax assets, net	34,895		42,327
Other current assets	34,869		32,772
Total current assets	532,955		546,471
Property, plant and equipment, net	419,807		352,188
Goodwill	3,376		3,376
Intangible assets, net	26,013		27,421
Deferred tax assets – noncurrent, net	30,618		32,655
Other noncurrent assets, net	25,193		15,991
Total assets	$	1,037,962	$	978,102
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	73,941	$	79,154
Accrued payroll	33,561		35,965
Other accrued liabilities	13,315		12,128
Total current liabilities	120,817		127,247
Long-term liabilities:
Long-term income tax liability	5,167		7,350
Other long-term liabilities	10,401		9,486
Total liabilities	136,385		144,083
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, no shares issued	—		—
Common stock, $0.001 par value, 600,000,000 shares authorized, 164,721,451 and 161,463,280 shares issued and outstanding at July 2, 2011 and December 31, 2010, respectively	165		161
Additional paid-in capital	661,509		622,958
Accumulated other comprehensive income	479		480
Retained earnings	239,424		210,420
Total stockholders’ equity	901,577		834,019
Total liabilities and stockholders’ equity	$	1,037,962	$	978,102

The accompanying notes are an integral part of these financial statements.

2

TRIQUINT SEMICONDUCTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	July 2, 2011			July 3, 2010
Cash flows from operating activities:
Net income	$	29,004		$	36,168
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,029			26,607
Stock-based compensation charges	12,206			8,282
Change in deferred income taxes	9,469			—
Other	(852		)	270
Changes in assets and liabilities:
Accounts receivable, net	3,595			(32,878		)
Inventories	(35,146		)	(9,520		)
Other assets	(5,254		)	(5,766		)
Accounts payable and accrued expenses	(1,674		)	12,193
Net cash provided by operating activities	42,377			35,356
Cash flows from investing activities:
Purchase of available-for-sale investments	(21,812		)	(40,346		)
Maturity/sale of available-for-sale investments	8,394			33,510
Other	1,467			1,000
Capital expenditures	(112,541		)	(31,317		)
Net cash used in investing activities	(124,492		)	(37,153		)
Cash flows from financing activities:
Subscription/issuance of common stock, net	23,378			11,503
Excess tax benefit from stock-based compensation arrangements	2,518			4,648
Net cash provided by financing activities	25,896			16,151
Net (decrease) increase in cash and cash equivalents	(56,219		)	14,354
Cash and cash equivalents at beginning of period	192,464			103,579
Cash and cash equivalents at end of period	$	136,245		$	117,933
Supplemental disclosures:
Change in timing of payments related to capital expenditures	$	(16,020	)	$	10,420
Cash paid for income taxes	$	2,732		$	399

The accompanying notes are an integral part of these financial statements.

3

TRIQUINT SEMICONDUCTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Certain reclassifications have been made to prior period balances in order to conform to the current period presentation. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In addition, the preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. For TriQuint Semiconductor, Inc. (the “Company”), the accounting estimates requiring management’s most difficult and subjective judgments include revenue recognition, the valuation of inventory, the accounting for income taxes and the accounting for stock-based compensation. In the opinion of management, the condensed consolidated financial statements include all material adjustments, consisting only of normal, recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company as of and for the fiscal year ended December 31, 2010, included in the Company’s 2010 Annual Report on Form 10-K filed with the SEC on February 24, 2011.

2. Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") with regard to the "Presentation of Comprehensive Income." The update is intended to increase the prominence of other comprehensive income in financial statements. The main provisions of the update provide that an entity that reports items of other comprehensive income has the option to present comprehensive income in either one or two consecutive financial statements. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In a two-statement approach, an entity must present the components of net income and total net income in the first statement. That statement must be immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option in current GAAP that permits the presentation of other comprehensive income in the statement of changes in equity has been eliminated. The amendments in this update will be applied retrospectively. The update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. While the Company is still evaluating the impact of this standard, the Company does not believe that its adoption will have a material effect on the Company's financial position, results of operations or cash flows. However, once adopted, the standard will change the presentation of the income statement.

3. Fair Value of Financial Instruments

The Company accounts for its assets utilizing a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

• Level 1—Quoted prices for identical instruments in active markets;

• Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

• Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

4

							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				July 2, 2011
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	19,214	$	19,214	$	19,214	$	—	$	—	$	—
Cash equivalents	117,031		117,031		—		82,434		34,597		—
Short-term—marketable securities	44,610		44,610		—		4,419		40,191		—
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	184,532	$	184,532	$	19,214	$	90,530	$	74,788	$	—
Liabilities:
Earnout payment liability	$	747	$	747	$	—	$	—	$	—	$	747
Non-qualified deferred compensation plan	3,677		3,677		—		3,677		—		—
Total	$	4,424	$	4,424	$	—	$	3,677	$	—	$	747
							Fair Value Measurements as of
	Carrying Amount		Total Fair Value				December 31, 2010
					Cash		Level 1		Level 2		Level 3
Measured on a recurring basis:
Assets:
Cash	$	72,422	$	72,422	$	72,422	$	—	$	—	$	—
Cash equivalents	120,042		120,042		—		120,042		—		—
Short-term—marketable securities	31,192		31,192		—		4,822		26,370		—
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	226,627	$	226,627	$	72,422	$	127,835	$	26,370	$	—
Liabilities:
Earnout payment liability	$	1,365	$	1,365	$	—	$	—	$	—	$	1,365
Non-qualified deferred compensation plan	2,971		2,971		—		2,971		—		—
Total	$	4,336	$	4,336	$	—	$	2,971	$	—	$	1,365

The instruments classified as Level 1 are measured at fair value using statement value and quoted market prices. The investments classified as Level 2 were valued using quoted prices for similar instruments in markets that are not active since identical instruments were not available. The Company determines the hierarchy levels at the end of each quarter.

The non-qualified deferred compensation plan provides eligible employees and members of the Board of Directors with the opportunity to defer a specified percentage of their cash compensation. The Company includes the asset deferred by the participants in the “Other noncurrent assets, net” line item of its consolidated balance sheet and the Company’s obligation to deliver the deferred compensation in the “Other long-term liabilities” line item on its consolidated balance sheet.

On July 2, 2011, the Company remeasured the fair value of the Level 3 earnout payment liability and revised its estimate that resulted in a reduction in the liability of $681. The change in estimate was recorded to selling, general and administrative expenses. The Company used an income based method to measure the fair value of this liability. The earnout payment liability resulted from the acquisition of TriAccess Technologies, Inc. ("TA") on September 3, 2009 and represents an obligation to pay up to $5,000 to the former TA shareholders over three years.

Ending earnout payment liability at December 31, 2010	$	1,365
Accretion	63
Change in estimate	(681		)
Ending earnout payment liability at July 2, 2011	$	747

5

4. Investments in Cash Equivalents and Marketable Securities

As of July 2, 2011 all short-term investments are classified as available-for-sale and have maturity dates of less than one year. All unrealized gains and losses on available-for-sale investments are included in other comprehensive income. The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at July 2, 2011 consisted of the following:

At July 2, 2011	Cost		Net unrealized holding gains		Net unrealized holding losses		Fair Value
Available-for-sale-included in cash equivalents:
Corporate debt securities	$	34,597	$	—	$	—	$	34,597
Money market funds and other	82,434		—		—		82,434
Available-for-sale-included in short-term marketable securities:
Municipal notes	30,495		—		—		30,495
U.S. government-sponsored enterprise securities	8,420		—		—		8,420
U.S. treasury securities	4,057		2		—		4,059
Corporate debt securities	1,276		—		—		1,276
Certificates of deposit	360		—		—		360
	$	161,639	$	2	$	—	$	161,641

The cost, net unrealized holding gains, net unrealized holding losses and fair value of available-for-sale investments by types and classes of security at December 31, 2010 consisted of the following:

At December 31, 2010	Cost		Net unrealized holding gains		Net unrealized holding losses			Fair Value
Available-for-sale-included in cash equivalents:
U.S. treasury securities	$	5,500	$	—	$	—		$	5,500
Certificates of deposit	325		—		—			325
Money market funds and other	114,217		—		—			114,217
Available-for-sale-included in short-term marketable securities:
U.S. treasury securities	3,115		—		(2		)	3,113
U.S. government-sponsored enterprise securities	26,366		4		—			26,370
Certificate of deposits	1,709		—		—			1,709
	$	151,232	$	4	$	(2	)	$	151,234

The contractual maturities of investments as of July 2, 2011 and December 31, 2010 were all due or callable in one year or less.

Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. The Company employs a methodology that reviews specific securities in evaluating potential impairment of its investments. In the event that the cost of an investment exceeds its fair value, the Company evaluates, among other factors, the Company’s intent and ability to hold the investment and extent to which the fair value is less than cost; the financial health of and business outlook for the issuer; and operational and financing cash flow factors. At July 2, 2011, all unrealized holding losses were considered to be temporary as the Company has the ability and intent to hold the investments until a recovery of fair value. During the three and six months ended July 2, 2011 the Company did not record any other-than-temporary impairments on its marketable securities.

6

5. Business Combinations

WJ Communications, Inc. (“WJ”)

As part of its acquisition of WJ, the Company committed to a restructuring plan to consolidate facilities in San Jose, California and China and to reduce certain redundant positions in the WJ operations as a result of the acquisition. All payments related to this restructuring were completed during the six months ended July 2, 2011.

The following table summarizes the charges taken as part of the restructuring plan during the six months ended July 2, 2011:

	Lease abandonment costs			Total
Balance at December 31, 2010	$	1,118		$	1,118
Payments	(1,118		)	(1,118		)
Balance at July 2, 2011	$	—		$	—

6. Net Income Per Share

Net income per share is presented as basic and diluted net income per share. Basic net income per share is net income available to common stockholders divided by the weighted-average number of common shares outstanding. Diluted net income per share is similar to basic net income per share, except that the denominator includes potential common shares that, had they been issued, would have had a dilutive effect.

The following is a reconciliation of the basic and diluted shares:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Net income (in thousands):	$	16,565	$	22,459	$	29,004	$	36,168
Shares for net income per share:
Weighted-average shares outstanding—Basic	164,110		154,938		163,257		154,244
Dilutive securities	9,408		6,624		9,965		6,263
Weighted-average shares outstanding—Diluted	173,518		161,562		173,222		160,507

The following options were excluded from the calculation as their effect would have been antidilutive (in thousands):

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Antidilutive securities	5,663	16,196	3,524	14,457

7. Comprehensive Income

The components of other comprehensive income were as follows:

	Three Months Ended					Six Months Ended
	July 2, 2011			July 3, 2010		July 2, 2011			July 3, 2010
Net income	$	16,565		$	22,459	$	29,004		$	36,168
Other comprehensive (loss) gain:
Net unrealized (loss) gain on available for sale investments	(4		)	28		(1		)	(3		)
Comprehensive income	$	16,561		$	22,487	$	29,003		$	36,165

7

8. Inventories

Inventories, stated at the lower of cost or market, consisted of the following:

	July 2, 2011		December 31, 2010
Inventories:
Raw materials	$	30,717	$	23,668
Work-in-process	70,916		56,998
Finished goods	35,725		20,791
Total inventories	$	137,358	$	101,457

9. Property, Plant and Equipment

Property, plant and equipment for operations consisted of the following:

	July 2, 2011			December 31, 2010
Land	$	19,691		$	19,691
Buildings	92,935			92,769
Leasehold improvements	15,783			13,403
Machinery and equipment	484,969			446,805
Furniture and fixtures	6,203			6,120
Computer equipment and software	41,907			38,849
Assets in process	140,350			92,367
Total property, plant and equipment, gross	801,838			710,004
Accumulated depreciation	(382,031		)	(357,816		)
Total property, plant and equipment, net	$	419,807		$	352,188

The Company reported depreciation expense as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Depreciation expense	$	14,277	$	11,984	$	28,021	$	23,629

10. Goodwill and Other Acquisition-Related Intangible Assets

The Company is required to perform an impairment analysis on its goodwill at least annually, or when events and circumstances warrant. Conditions that would trigger an impairment assessment, include, but are not limited to, a significant adverse change in legal factors or in the business climate that could affect the value of an asset or an adverse action or assessment by a regulator. The Company is considered one reporting unit. As a result, to determine whether or not goodwill may be impaired, the Company compares its book value to its market capitalization. If the trading price of the Company’s common stock as adjusted for factors such as a control premium, is below the book value per share at the date of the annual impairment test or if the average trading price of the Company’s common stock is below book value per share for a sustained period, a goodwill impairment test will be performed by comparing book value to estimated market value. If the comparison of book value to estimated market value indicates impairment, then the Company compares the implied fair value of goodwill to its carrying amount in a manner similar to a purchase price allocation for a business combination. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal to that excess.

Unless indicators warrant testing at an earlier date, the Company performs its annual goodwill impairment test in the fourth quarter of each year. During the three and six months ended July 2, 2011, there were no impairments recorded or impairment indicators present.

8

Information regarding the Company’s acquisition-related intangible assets is as follows:

		As of July 2, 2011							December 31, 2010
	Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Goodwill		$	3,376	$	—		$	3,376	$	3,376	$	—		$	3,376
Amortizing intangible assets
In process research and development	3-5	850		(153		)	697		600		(50		)	550
Patents, trademarks and other	2-15	49,653		(25,452		)	24,201		48,053		(22,547		)	25,506
		50,503		(25,605		)	24,898		48,653		(22,597		)	26,056
Non-amortizing intangible assets
In process research and development		1,115		—			1,115		1,365		—			1,365
Total goodwill and intangible assets		$	54,994	$	(25,605	)	$	29,389	$	53,394	$	(22,597	)	$	30,797

Amortization expense related to intangible assets is as follows:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Amortization expense	$	1,511	$	1,492	$	3,008	$	2,978

The changes in the gross carrying amount of goodwill and intangible assets are as follows:

	Goodwill and Intangible Assets
	Goodwill		In process research and development- non-amortizing			In process research and development- amortizing		Patents, trademarks and other		Total
Balance as of December 31, 2010	$	3,376	$	1,365		$	600	$	48,053	$	53,394
Additions (deductions) during the period	—		(250		)	250		1,600		1,600
Balance as of July 2, 2011	$	3,376	$	1,115		$	850	$	49,653	$	54,994

The Company’s patents, trademarks and other intangible assets are being amortized over a period of two to fifteen years. During the six months ended July 2, 2011 a product line that was included in non-amortizing in process research and development ("IPR&D") reached technological feasibility. As a result, the Company transferred $250 to amortizing IPR&D and began amortizing this amount over a period of 3 years. During the three and six months ended July 3, 2010, no other product line reached technological feasibility or was abandoned and written off. During the three months ended July 2, 2011, the Company purchased patents for $1,600 which will be amortized over a period of eleven years. The Company did not have a similar acquisition during the three and six months ended July 3, 2010.

9

11. Bank Line

On September 30, 2010, the Company, the domestic subsidiaries of the Company (the “Guarantors”), Bank of America, N.A., as administrative agent and lender, and Union Bank, N.A., Wells Fargo Bank, N.A., Bank of the West, BBVA Compass Bank and US Bank, as lenders (together with the administrative agent, the “Lenders”), entered into a Credit Agreement (the “Agreement”). The Agreement provides the Company with a three-year unsecured revolving syndicated credit facility of $200,000. The Company’s obligations under the Agreement are jointly and severally guaranteed by the Guarantors.

The Company may elect to borrow at either a Eurodollar Rate or a Base Rate (each as defined in the Agreement). Eurodollar Rate loans bear interest at an amount equal to the sum of a rate per annum calculated from the British Bankers Association London Interbank Offered Rate ("LIBOR") plus a designated percentage per annum (the “Applicable Rate”). The Applicable Rate for Eurodollar Rate loans is based on the Company’s consolidated total leverage ratio (as defined in the Agreement) and is subject to a floor of 2.50% per annum and a cap of 3.00% per annum. Base Rate loans bear interest at a rate equal to the higher of the federal funds rate plus 0.50%, the prime rate of the Lender plus the Applicable Rate or the Eurodollar Base Rate plus 1.0%. The Applicable Rate for Base Rate loans is subject to a floor of 1.50% per annum and a cap of 2.00% per annum. The interest payment date (as defined in the Agreement) will vary based on the type of loan but generally will be quarterly. The Company paid commitment fees, an arrangement fee and upfront fees pursuant to the terms of the Agreement. The Company will also pay a quarterly fee for any letters of credit issued under the Agreement.

The Agreement contains non-financial covenants of the Company and the Guarantors, including restrictions on the ability to create, incur or assume liens and other debt, make certain investments, dispositions and restricted payments, change the nature of the business, and merge with other entities subject to certain caps as defined in the agreement. The Agreement requires the Company to maintain ratios defined in the Agreement, which include a consolidated total leverage ratio as of the end of any fiscal quarter not in excess of 2.50 to 1.00, a consolidated liquidity ratio of at least 1.25 to 1.00 and a consolidated interest coverage ratio at a minimum of 3.00 to 1.00. The Company is in compliance with these covenants as of July 2, 2011.

Outstanding amounts are due in full on the maturity date of September 30, 2013, subject to a one-year extension at the Company’s option and with the Lenders' consent. Upon the occurrence of certain events of default specified in the Agreement, amounts due under the Agreement may be declared immediately due and payable.

At July 2, 2011 and December 31, 2010, there were no amounts outstanding under the Agreement. Since there were no amounts outstanding under the Agreement, no interest cost was incurred during the three and six months ended July 2, 2011.

12. Stock-Based Compensation

Stock-based compensation expense consists of vesting grants of employee and director stock options and the employee stock purchase program ("ESPP"). The table below summarizes the stock-based compensation expense for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Stock-based compensation expense:
Cost of goods sold	$	1,585	$	1,129	$	2,804	$	2,085
Research, development and engineering	2,275		1,722		4,062		3,122
Selling, general and administrative	3,441		1,779		5,340		3,075
Total stock-based compensation expense included in income from operations	$	7,301	$	4,630	$	12,206	$	8,282

Stock Option Plans

The following summarizes the Company’s stock option transactions for the six months ended July 2, 2011:

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	Six months ended
	July 2, 2011
	Shares (in thousands)		Weighted- average exercise price per share
Outstanding at December 31, 2010	28,436		$	6.03
Granted	4,979		12.67
Exercised	(2,489	)	6.63
Forfeitures	(465	)	18.14
Outstanding at July 2, 2011	30,461		$	6.88

ESPP

Employees participating in the ESPP authorize the Company to withhold compensation and to use the withheld amounts to purchase shares of the Company's common stock at a discount.

The table below summarizes the ESPP common stock purchases for the three and six months ended July 2, 2011 and July 3, 2010.

	Three Months Ended		Six Months Ended
	July 2, 2011	July 3, 2010	July 2, 2011	July 3, 2010
Shares purchased (in thousands)	769	941	769	941

13. Income Taxes

The Company recorded tax expense of $4,990 and $12,676 for the three and six months ended July 2, 2011 and tax expense of $4,268 and $3,495 for the three and six months ended July 3, 2010. The tax expense for the three and six months ended July 2, 2011 and July 3, 2010 primarily resulted from United States ("U.S.") federal and state taxes.

No provision has been made for U.S., state or additional foreign income taxes related to approximately $108,700 of undistributed earnings of foreign subsidiaries which have been, or are intended to be permanently reinvested outside of the U.S. It is not practicable to determine the U.S. federal income tax liability, if any, which would be payable if such earnings were not permanently reinvested outside of the U.S. In the event the foreign subsidiaries repatriate these earnings, the earnings may be subject to U.S. federal and state income taxes.

Subject to meeting certain employment and investment requirements at its Costa Rican facility, the Company was granted a 100% income tax exemption through March 2017.

Deferred Income Taxes

As of July 2, 2011, deferred tax assets of $65,513, net of an $11,645 valuation allowance, were recorded on the balance sheet. As of December 31, 2010, the Company recorded deferred tax assets of $74,982, net of a valuation allowance of $11,391.

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more-likely-than-not to be realized. Due to strong results and increased confidence that it will continue to generate taxable income into the foreseeable future, the Company released a majority of the valuation allowance on the deferred tax assets during 2010. The Company continues to maintain a valuation allowance against the tax effect of all capital loss carryforwards and certain state net operating loss carryforwards, as management does not believe it is more likely than not that these benefits will be realized in future periods.

Unrecognized Tax Benefits

In the six months ended July 2, 2011, net unrecognized tax benefits decreased $2,183 primarily as a result of the release of certain previously recorded tax liabilities due to the expiration of statute of limitations. The Company's additional

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unrecognized tax benefits anticipated to be released due to the expiration of statute of limitations on or before December 31, 2011 total $4,984. Interest and penalties associated with unrecognized tax benefits are accrued and classified as a component of tax expense on the statement of income. No other changes to the unrecognized tax benefits are anticipated within the next twelve months.

Net unrecognized tax benefits at July 2, 2011 and December 31, 2010 were as follows:

	July 2, 2011		December 31, 2010
Net unrecognized tax benefits	$	5,167	$	7,350

14. Commitments and Contingencies

Legal Matters

On July 23, 2009, the Company filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”). The Company’s complaint seeks a declaration that four Avago patents are invalid and that none of TriQuint products infringe upon them. The Company’s complaint also alleges that three Avago products infringe upon certain of TriQuint’s U.S. patents.

Avago filed an answer and counterclaims on September 17, 2009. Avago’s answer and counterclaims denies the Company’s patent infringement allegations, and alleges that certain of the Company’s products infringe upon ten of Avago’s U.S. patents and seeks unspecified damages and injunctive relief. In response to Avago’s answer and counterclaims, the Company filed an answer and counterclaims on October 16, 2009. The Company’s answer and counterclaims denies Avago’s patent infringement allegations, and alleges that Avago engaged in anticompetitive conduct in violation of U.S. antitrust laws, through its acquisition of the bulk acoustic wave (“BAW”) business of Infineon Technologies, Inc. (“Infineon”) and a series of acquisitions of BAW-related patents from Infineon and other companies, and through other anticompetitive conduct in the market. On March 5, 2010, Avago filed an amended answer and counterclaims asserting violation of the California Uniform Trade Secret Act and, per the court’s order, the Company simultaneously filed an amended complaint, answer and counter-claim. Avago’s trade secret allegations relate to Infineon information included in Avago’s acquisition of Infineon’s BAW division and TriQuint’s employment of two former Infineon employees. On April 5, 2010, the Company filed an answer to Avago’s amended answer and counterclaims, in which the Company denied Avago’s allegations regarding violation of the California Uniform Trade Secret Act. Following further motion practice, on August 4, 2010 TriQuint filed its First Amended complaint and on August 26, 2010 Avago filed its answer and counterclaims expanding its patent and trade secret claims to include copyright infringement. On September 16, 2010, TriQuint submitted its answer, in which the Company denied Avago’s allegations. On December 14, 2010, the Court held a claim construction hearing and on January 12, 2011, the Court issued its claim construction ruling. Fact discovery has closed in the case, but expert discovery is ongoing. The Court has not set a trial date for the case. At this time, the Company does not believe it is possible to estimate the outcome of the litigation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the related notes thereto included in this Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The discussion in this Report contains forward-looking statements, including statements regarding key advantages of our products and the benefits to our customers, participation in government programs and expansion of programs in the future, projected working capital and capital expenditures, potential investment needs, ongoing litigation, and other statements preceded by terminology such as “believes,” “continue,” “could,” “estimates,” “expects,” “goal,” “hope,” “intends,” “may,” “our future success depends,” “plans,” “potential,” “predicts,” “projects,” “reasonably,” “should,” “thinks,” “will” or the negative of these terms or other comparable terminology. These statements are only predictions. A number of factors affect our operating results and could cause our actual future results to differ materially from any forward-looking statements made below, including, those related to expected demand and growth in the wireless mobile devices, networks and defense & aerospace markets; factory utilization rates; our longer term strategies, including transitioning from a technology provider to a solutions supplier; changes in our critical accounting estimates; the reasonableness of our estimates; the ability to enter into defense & aerospace contracts; our ability to meet our revenue guidance and penetrate our market; expected operating expenses, gross margins and per share earnings; transactions affecting liquidity; expected capital expenditures; the outcome of ongoing litigation; and other factors and risks referenced in this Report on Form 10-Q and in Item 1A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 entitled “Risk Factors.” In addition, historical information should not be considered an indicator of future performance.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not guarantee future results, levels of activity, performance or achievements. Moreover, we do not intend to update any of the forward-looking statements after the date of this Report on Form 10-Q to conform these statements to actual results. These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

Overview

We are a supplier of high performance modules, components and foundry services for communications applications. We design, develop and manufacture advanced high-performance radio frequency ("RF") solutions with gallium arsenide ("GaAs"), gallium nitride ("GaN"), surface acoustic wave ("SAW") and bulk acoustic wave ("BAW") technologies for customers worldwide. We serve growing markets and a diverse customer base of manufacturers building connected mobile devices, third and fourth generation cellular wireless standards ("3G/4G") cellular base stations, triple-play cable solutions, fiber optic networks, wireless local area networks, worldwide interoperability for microwave access/long-term evolution, global positioning systems and defense & aerospace applications.

We provide our customers with high-performance, low-cost solutions for applications in the mobile device, networks, and defense & aerospace markets. Our mission is “Connecting the Digital World to the Global Network^®,” and we accomplish this through a diversified product portfolio within the communications and defense markets. In the mobile device market, we provide high performance devices such as integrated modules, duplexers, small signal components, power amplifiers, switches and RF filters. In the networks market, we are a supplier of an extensive portfolio of GaAs microwave monolithic integrated circuits and transistors and SAW and BAW filter components. We provide the defense & aerospace market with phased-array antenna and communications components. We have been a leader in GaN development since 1999.

Highlights for the Six Months Ended July 2, 2011

Wafer and semiconductor manufacturing facilities require a significant level of fixed cost due to investments in plant and equipment, labor costs, and repair and maintenance costs. During periods of high demand factories run at higher utilization rates resulting in improved financial performance. Strong growth in demand is driving increased capital expenditures for added capacity in our factories.

Revenue grew $64.8 million for the six months ended July 2, 2011 compared to the six months ended July 3, 2010.

Mobile devices comprise the largest of our three major markets. Mobile devices revenues for the six months ended July 2, 2011 increased 29% compared to the six months ended July 3, 2010. Growth in this market was driven primarily by the strong demand for smartphones. As a result of the demand for smartphones and the expansion of RF content required for 3G/4G

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technology, revenues from 3G/4G mobile devices increased 51% in the six months ended July 2, 2011 compared to the six months ended July 3, 2010. During the six months ended July 2, 2011, we shifted capacity and focus from 2G products to 3G/4G. Consequently, revenues from 2G products declined 54%.

Networks revenue increased 1% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Our networks products support the transfer of data at high rates across wireless or wired networks, specifically for transport, radio access, and emerging market applications. Transport includes submarkets such as cable television, microwave radio, point-to-point radio, enterprise and consumer satellite ground terminals, and optical communications. Radio access is composed primarily of base station infrastructure and repeaters. We also support a variety of emerging wireless markets and multi-market standard products included in the emerging markets category. We continue to see long-term strength in our transport market, especially in the optical market with some near-term softening in point-to-point radio as a result of some customers slowing order rates during the tsunami crisis.

Our defense & aerospace revenues decreased 17% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010 due to the timing of programs. We are recognized for technology leadership in compound semiconductors, and BAW and SAW filters and successfully partnering with industry leaders to create next generation solutions. Currently, we are seeing less demand from some major contracts that are finishing, such as B2 bomber and F-22 but we are benefiting from positive cycles in airborne radar programs such as the Joint Strike Fighter. In the longer term we are shifting our strategy to emulate our successful module efforts in the commercial market. This involves transitioning from a technology provider to a solutions supplier by creating RF solutions in high performance, cost effective packages and modules. We also have a broad portfolio of contracted research and development sponsored predominately by Defense Advanced Research Projects Agency ("DARPA"), the Air Force Research Lab and the Office of Naval Research.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The accounting policies set forth below involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates we use are reasonably likely to occur from time to time, which may have a material effect on the presentation of our financial condition and results of operations.

Our most critical accounting estimates include revenue recognition; valuation of inventory, which affects gross margin; accounting for income taxes, which affects our tax provision; and stock-based compensation, which affects cost of goods sold and operating expenses. We also have other policies that we consider to be key accounting policies, such as the valuation of accounts receivable, reserves for sales returns and allowances, and our reserves for commitments and contingencies; however, these policies either do not meet the definition of critical accounting estimates described above or are not currently material items in our financial statements. We review our estimates, judgments, and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, actual results could differ from these estimates.

There were no significant changes to our critical accounting policies in the three and six months ended July 2, 2011. Refer to our most recent Annual Report on Form 10-K for a complete description of these policies.

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Results of Operations

The following table sets forth the results of our operations expressed as a percentage of revenues for the three and six months ended July 2, 2011 and July 3, 2010:

	Three Months Ended				Six Months Ended
	July 2, 2011		July 3, 2010		July 2, 2011		July 3, 2010
Revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	59.7		58.8		60.4		60.3
Gross profit	40.3		41.2		39.6		39.7
Operating expenses:
Research, development and engineering	16.6		15.7		16.4		16.3
Selling, general and administrative	11.1		12.0		11.2		12.5
Litigation expense	3.3		0.6		2.8		0.6
Total operating expenses	31.0		28.3		30.4		29.4
Income from operations	9.3		12.9		9.2		10.3
Other income (expense):
Interest income	0.1		0.1		0.1		0.1
Interest expense	(0.2	)	(0.1	)	(0.2	)	(0.1	)
Foreign currency gain (loss)	0.0		0.0		0.0		(0.1	)
Recovery of investment	0.2		—		0.1		—
Other, net	0.0		0.0		0.0		0.0
Total other income (expense), net	0.1		0.1		0.0		(0.1	)
Income before income tax	9.4		12.9		9.2		10.2
Income tax expense	2.2		2.1		2.8		0.9
Net income	7.2	%	10.8	%	6.4	%	9.3	%

Three Months Ended July 2, 2011 and July 3, 2010

Revenues from Operations

Our revenues increased $21.3 million, or 10%, for the three months ended July 2, 2011 compared to the three months ended July 3, 2010.

Our revenues by end market for the three months ended July 2, 2011 and July 3, 2010 were as follows:

(as a % of total revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
Mobile Devices	70	%	65	%
Networks	20		23
Defense & Aerospace	10		12
Total	100	%	100	%

Mobile Devices

Revenues from our sales of mobile devices market products increased approximately 19% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010. The revenue increase resulted primarily from a higher volume of sales of our 3G/4G products. For the three months ended July 2, 2011 compared to the three months ended July 3, 2010, revenues from sales of our 3G/4G and connectivity products increased approximately 42% and 39%, respectively, offset by a decrease in revenues from sales of our 2G products of approximately 76%. Sales of these products collectively accounted for the following percentages of total mobile device revenues:

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(as a % of total mobile device revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
3G/4G	73	%	61	%
2G	4		19
Connectivity	23		20
Total	100	%	100	%

Networks

Revenues from sales of our networks market products decreased approximately 3% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010. For the three months ended July 2, 2011 compared to the three months ended July 3, 2010, revenues from sales of our transport products increased approximately 18%, offset by radio access and emerging markets products sales decreases of 12% and 30%, respectively. Sales of these products collectively accounted for the following percentages of total networks revenues:

(as a % of total networks revenues)	Three Months Ended
	July 2, 2011		July 3, 2010
Radio Access	34	%	37	%
Transport	51		42
Emerging Markets/Other	15		21
Total	100	%	100	%

Defense & Aerospace

Revenues from our defense & aerospace market products decreased approximately 11% for the three months ended July 2, 2011 compared to the three months ended July 3, 2010, due primarily to the timing of programs.

Significant Customers

For the three months ended July 2, 2011 and July 3, 2010, Foxconn Technology Group, accounted for 33% and 22% of our revenues, respectively. Note that some of our mobile device customers use multiple subcontractors for product assembly and test and some of our subcontractors have multiple customers. Therefore, revenues for our customers may not necessarily equal the business of a single mobile device manufacturer.

Gross Profit

Our gross profit as a percentage of revenues decreased to 40.3% for the three months ended July 2, 2011, from 41.2% for the three months ended July 3, 2010. The decrease in gross profit was primarily due to the mix of higher revenue of mobile device products, which have lower gross profits compared to our other end markets that have higher gross profits.

Operating expenses

Research, development and engineering

Our research, development and engineering expenses for the three months ended July 2, 2011 increased $5.3 million, or 16%, compared to the three months ended July 3, 2010. The increase was primarily due to headcount growth. An increased headcount led to a combination of higher labor costs and various spending on technical supplies and materials needed to support additional employees.

Selling, general and administrative

Selling, general and administrative expenses for the three months ended July 2, 2011 remained relatively flat with an increase of $0.6 million, or 2%, compared to the three months ended July 3, 2010.

Litigation expense

Litigation expense for the three months ended July 2, 2011 increased $6.2 million compared to the three months ended

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July 3, 2010. The increase was primarily a result of our Avago litigation as detailed in Part II, Item 1 - Legal Proceedings.

Other income (expense), net

For the three months ended July 2, 2011, other income, net increased $0.3 million compared to the three months ended July 3, 2010. The increase was primarily due to the recovery of a previously impaired investment.

Income tax expense

For the three months ended July 2, 2011, we recorded income tax expense of $5.0 million, compared to income tax expense of $4.3 million for the three months ended July 3, 2010. Tax expense for the three months ended July 2, 2011 primarily resulted from United States ("U.S.") federal and state taxes, offset by a $2.2 million benefit from the recognition of uncertain tax positions. Tax expense for the three months ended July 3, 2010 was primarily attributable to U.S. federal and state taxes.

Six Months Ended July 2, 2011 and July 3, 2010

Revenues from Operations

Revenues increased $64.8 million, or 17%, for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Our revenues by end market for the six months ended July 2, 2011 and July 3, 2010 were as follows:

(as a % of total revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
Mobile Devices	71	%	64	%
Networks	20		23
Defense & Aerospace	9		13
Total	100	%	100	%

Mobile Devices

Revenues from sales of our mobile devices market products increased approximately 29% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. The revenue increase resulted primarily from a higher volume of sales of our 3G/4G products. For the six months ended July 2, 2011 compared to the six months ended July 3, 2010, revenues from sales of our 3G/4G and connectivity products increased approximately 51% and 50%, respectively, offset by a decrease in and revenues from sales of our 2G products of approximately 54%. Sales of these products collectively accounted for the following percentages of total mobile device revenues:

(as a % of total mobile device revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
3G/4G	71	%	60	%
2G	7		20
Connectivity	22		19
Total	100	%	100	%

Networks

Revenues from sales of our networks market products remained relatively flat overall with an approximately 1% increase for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. Revenues from sales of our transport products increased 26%, which was offset by respective decreases in revenues from sales of our radio access and emerging markets products of 15% and 21%, respectively. Sales of these products collectively accounted for the following percentages of total networks revenues:

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(as a % of total networks revenues)	Six Months Ended
	July 2, 2011		July 3, 2010
Radio Access	32	%	38	%
Transport	52		42
Emerging Markets/Other	16		20
Total	100	%	100	%

Defense & Aerospace

Revenues from sales of our defense & aerospace market products decreased approximately 17% for the six months ended July 2, 2011 compared to the six months ended July 3, 2010. The decrease in revenue was primarily the result of a 29% and 33% decreases in radar products and contract-based revenues, respectively, offset by a 98% increase in communication products revenues.

Significant Customers

For the six months ended July 2, 2011 and July 3, 2010, Foxconn Technology Group accounted for 33% and 22% of our revenues, respectively. Note that some of our mobile device customers use multiple subcontractors for product assembly and test and some of our subcontractors have multiple customers. Therefore, revenues for our customers may not necessarily equal the business of a single mobile device manufacturer.

Gross Profit

Our gross profit as a percentage of revenues remained relatively flat at 39.6% for the six months ended July 2, 2011 compared to 39.7% for the six months ended July 3, 2010.

Operating expenses

Research, development and engineering

Our research, development and engineering expenses for the six months ended July 2, 2011 increased $11.0 million, or 17%, compared to the six months ended July 3, 2010. The increase was primarily due to headcount growth. An increased headcount led to a combination of higher labor costs and other various spending on technical supplies and materials needed to support additional employees.

Selling, general and administrative

Selling, general and administrative expenses for the six months ended July 2, 2011 increased $2.3 million, or 5%, compared to the six months ended July 3, 2010. The increase was primarily a result of higher labor costs associated with headcount growth and related information technology spending to support the additional employees.

Litigation expense

Litigation expense for the six months ended July 2, 2011 increased $10.6 million compared to the six months ended July 3, 2010. The increase was primarily a result of our Avago litigation as detailed in Part II, Item 1 - Legal Proceedings.

Other income (expense), net

For the six months ended July 2, 2011, other income, net was $0.1 million compared to expense of $0.3 million for the six months ended July 3, 2010. The change from the prior year is primarily due to the recovery of a previously impaired investment in the six months ended July 2, 2011.

Income tax expense

During the six months ended July 2, 2011, income tax expense increased $9.2 million, compared to the six months ended July 3, 2010. Tax expense in both periods was primarily attributable to U.S. federal and state taxes. Tax expense in the six months ended July 2, 2011 was offset by a benefit of $2.2 million from the recognition of uncertain tax positions. For the six months ended July 3, 2010, tax expense was impacted by the "with-and-without" approach for excess share-based deductions recognized in the net operating loss, state taxes, and foreign subsidiaries tax liabilities offset by the release of certain liabilities due to the expiration of the statue of limitations.

.

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Liquidity and Capital Resources

Liquidity

As of July 2, 2011, our cash, cash equivalents and short-term marketable securities decreased $42.8 million, or 19%, from December 31, 2010. Other related changes at July 2, 2011 compared to December 31, 2010 were:

• Our net accounts receivable balance decreased $3.6 million, or 3%. This decrease was primarily a result of a decrease in customer sales and shipments as compared to the fourth quarter of 2010, offset by an increase in our days sales outstanding to 54 days compared to 52 days as of December 31, 2010.

• Our inventory balance increased $35.9 million, or 35%. Inventory turns calculated using ending inventory dropped from 5.2 to 3.9 as safety stock was replenished.

• Our net property, plant and equipment increased $67.6 million, or 19%. The change in property, plant, and equipment was primarily a result of capital expenditures of $96.5 million, which excludes the timing effects of payments of capital expenditures in prepaid expenses and accounts payable of $16.0 million. This amount was partially offset by depreciation of $28.0 million. The capital expenditures made were primarily for capacity expansion and equipment to support new products and technologies.

• Our deferred tax assets decreased $9.5 million. Of the total deferred tax assets of $65.5 million as of July 2, 2011, $34.9 million was classified as current and $30.6 million was classified as noncurrent. The decrease during the first half of the year was related to the usage of net operating loss carryforwards during 2011.

• Our accounts payable and accrued expenses decreased $6.4 million, or 5%. The decrease was a result of a reduction in variable compensation and timing effect for payments of capital expenditures detailed above.

Sources of Liquidity

Our current cash, cash equivalents and short-term investments balances, together with cash anticipated to be generated from operations and the balance available on our $200.0 million syndicated credit facility, constitute our principal sources of liquidity. We believe these sources will satisfy our projected expenditures through the next 12 months. The principal risks to these sources of liquidity are lower than expected earnings or capital expenditures in excess of our expectations, in which case we may be required to finance any shortfall through additional equity offerings, debt financings or credit facilities.

There have been no material changes in the disclosure related to our contractual obligations contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

Recent Accounting Pronouncements

See Note 2 of the Notes to Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Off Balance Sheet Arrangements

As of July 2, 2011, we did not have any off balance sheet arrangements, as defined in Regulation S-K Item 303 (a)(4). We did not have any relationships with unconsolidated entities or financial partnerships such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our investments in cash equivalents are classified as available-for-sale securities and consist of highly rated, short-term investments, such as money market funds, in accordance with an investment policy approved by our board of directors. All of these investments are held at fair value. We do not hold or issue derivatives, derivative commodity instruments or other financial instruments for speculative trading purposes. The following table shows the fair value of our investments as of July 2, 2011 (in millions):

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	Cost		Fair Value
Cash and cash equivalents (including unrealized gain of less than $0.1)	$	136.2	$	136.2
Short-term available-for-sale investments (including net unrealized gains of less than $0.1)	$	44.6	$	44.6

Foreign Currency Risk

We are exposed to currency exchange rate fluctuations because we sell our products internationally and have operations in Costa Rica and Germany. We manage the foreign currency risk of our international sales, purchases of raw materials and equipment by denominating most transactions in U.S. dollars.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)), under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

On July 23, 2009, we filed a complaint in the United States District Court for the District of Arizona against Avago Technologies Limited, Avago Technologies U.S., and Avago Technologies Wireless IP (collectively, “Avago”) seeking a declaratory judgment that four U.S. patents owned by Avago, which Avago had asserted in letters to our customers were infringed by our products, are not infringed upon by any of our products and are invalid. Our complaint further alleged that certain Avago products infringe upon our U.S. Patent Nos. 6,114,635, 5,231,327 and 5,894,647.

Avago filed an answer and counterclaims on September 17, 2009 denying the patent infringement allegations made by us in our complaint, and asserting that our products infringed upon ten of Avago’s U.S. patents. The patents asserted by Avago are: 6,262,637, 6,377,137, 6,841,922, 6,864,619, 6,909,340, 6,933,807, 7,268,436, 7,365,619, 6,051,907 and 6,812,619. Avago’s counterclaim asserts that our alleged infringement is willful and seeks unspecified compensatory and enhanced damages and injunctive relief. On October 16, 2009, we filed an answer and counterclaims denying Avago’s patent infringement allegations, and asserting antitrust claims under Section 7 of the Clayton Act and Section 2 of the Sherman Act. As stated in the counterclaim, the antitrust claims relate to Avago’s anticompetitive conduct through its acquisition of the BAW business of Infineon Technologies, Inc. (“Infineon”) and a series of acquisitions of BAW-related patents from Infineon and other companies, and through other anticompetitive conduct in the market. On March 5, 2010, Avago filed an amended answer and counterclaims asserting violation of the California Uniform Trade Secret Act and, per the court’s order, we simultaneously filed an amended complaint, answer and counter-claim. Avago’s trade secret allegations relate to Infineon information included in Avago’s acquisition of Infineon’s BAW division and our employment of two former Infineon employees. On April 5, 2010, we filed an answer to Avago’s amended answer and counterclaims, in which we denied Avago’s allegations regarding violation of the California Uniform Trade Secret Act. Following further motion practice, on August 4, 2010, we filed our First Amended Complaint and on August 26, 2010 Avago filed its answer and counterclaims expanding its patent and trade secret claims to include copyright infringement. On September 16, 2010, we submitted our answer, in which we denied Avago’s allegations. On December 14, 2010, the Court held a claim construction hearing and on January 12, 2011, the Court issued its claim construction ruling. Fact discovery has closed in the case, but expert discovery is ongoing. The Court has not set a trial date for the case. At this time, the Company does not believe it is possible to estimate the outcome of the litigation.

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Item 1A. Risk Factors

There have been no material changes to our market risk exposures from the risk factors previously disclosed in our 2010 Annual Report on Form 10-K for the year ended December 31, 2010. For a discussion on our exposure to market risk, refer to Item 1A, Risk Factors, contained in our 2010 Annual Report on Form 10-K as filed with the SEC on February 24, 2011.

Item 6. Exhibits

10.1*	Automatic Stock Option Grant Program for Eligible Directors Under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.2*	2008 Inducement Award Program, as amended
10.3*	TriQuint Semiconductor, Inc. 2009 Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on March 26, 2009 (File No. 000-22660)), as amended (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders filed on April 1, 2011).
10.4*	Form of Option Grant Notice and Stock Option Agreement under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.5*	2007 Employee Stock Purchase Plan, as amended
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Label Linkbase Document.
* Management contract or compensatory plan

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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.

	TRIQUINT SEMICONDUCTOR, INC.
Dated: August 4, 2011	By:	/s/    RALPH G. QUINSEY
		Ralph G. Quinsey President and Chief Executive Officer
Dated: August 4, 2011	By:	/s/    STEVE BUHALY
		Steve Buhaly
		Vice President of Finance, Secretary and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1*	Automatic Stock Option Grant Program for Eligible Directors Under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.2*	2008 Inducement Award Program, as amended
10.3*	TriQuint Semiconductor, Inc. 2009 Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on March 26, 2009 (File No. 000-22660)), as amended (incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders filed on April 1, 2011).
10.4*	Form of Option Grant Notice and Stock Option Agreement under the TriQuint Semiconductor Corporation 2009 Incentive Plan, as amended
10.5*	2007 Employee Stock Purchase Plan, as amended
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Label Linkbase Document.
* Management contract or compensatory plan

23