8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 8, 2007

TriQuint Semiconductor, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22660	95-3654013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2300 N.E. Brookwood Parkway

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 615-9000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 8, 2007, TriQuint Semiconductor, Inc. (“TriQuint”) is issuing a press release and holding a conference call announcing its financial results for the three months and year ended December 31, 2006. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this Form 8-K and the Exhibit attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated February 8, 2007

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.

TRIQUINT SEMICONDUCTOR, INC.
By:	/s/ STEPHANIE J. WELTY
	Stephanie J. Welty
	Chief Financial Officer

Date: February 8, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated February 8, 2007

EX-99.1

Exhibit 99.1

PRESS RELEASE

Press Release #07005

FOR IMMEDIATE RELEASE...BUSINESS AND FINANCIAL EDITORS

Stephanie Welty	Heidi A. Flannery
VP of Finance & Administration, CFO	Investor Relations Counsel
TriQuint Semiconductor, Inc.	Fi. Comm
Tel: (503) 615-9224	Tel: (541) 322-0230
Fax: (503) 615-8904	Fax: (541) 322-0231
Email: swelty@tqs.com	Email: heidi.flannery@ficomm.com

TRIQUINT SEMICONDUCTOR, INC. ANNOUNCES

FOURTH QUARTER 2006 AND YEAR 2006 EARNINGS

Hillsboro, Oregon – February 8, 2007 – TriQuint Semiconductor, Inc. (Nasdaq: TQNT), a supplier of high performance products for communications applications, today reported its financial results for the quarter and year ended December 31, 2006, which included the following highlights:

Fourth Quarter 2006

• Seventh consecutive quarter of revenue growth

• Revenue up 35% over the fourth quarter of 2005

• Handset revenue up 24% over the third quarter of 2006

• Military revenue up 26% over the third quarter of 2006

• Cash flow from operations of approximately $10 million

Full Year 2006

• Annual revenues exceeded $400 million

• Earnings growth of 433% in 2006 over 2005

^¡ $0.03 EPS in 2005 as compared to $0.16 EPS in 2006

• Operating Income grew $39 million excluding SFAS No. 123(R) costs

• Revenue up 36% in 2006 as compared to 2005

^¡ Handset revenue up 64%

^¡ Broadband revenue up 32%

^¡ Military revenue up 11%

^¡ Other revenue up 76%

• Increased penetration of tier one handset suppliers

• 43 million transmit modules shipped in 2006, up from 5 million in 2005

• Increased power amplifier revenue 2.5 times

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• Grew optical PMD module revenue 85%

• Began sampling WCDMA base station power amplifier products

• Extended GSM success to EDGE/WEDGE

• Gross margin up $42.5 million or 50% excluding SFAS No. 123(R) costs

• Cash flow from operations of approximately $22 million

• Executed $25 million stock repurchase program

Summary Financial Results and Highlights for the Quarter and Year Ended December 31, 2006:

Revenues for the fourth quarter of 2006 totaled $114.3 million. Revenues for the year ended December 31, 2006, totaled $401.8 million. Revenues from continuing operations for the fourth quarter of 2005 were $84.7 million and for the year ended December 31, 2005 were $294.8 million.

Net income for the fourth quarter of 2006 was $6.4 million or $0.05 per diluted share and $8.4 million or $0.06 per diluted share excluding $2.0 million of equity compensation expense. For the year ended December 31, 2006 net income was $22.4 million or $0.16 per diluted share and $31.5 million or $0.22 per diluted share excluding equity compensation expense of $9.1 million.

Our results for the quarter and year ended December 31, 2006, reflect the effect of the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), which became effective for our company on January 1, 2006. These charges are not included in the results for periods prior to January 1, 2006. Net income for the fourth quarter of 2005 was $2.9 million or $0.02 per diluted share and for the full year of 2005 was $4.0 million or $0.03 per diluted share. The earnings reported for 2005 fiscal year include net income of $8.2 million or $0.06 per diluted share from our discontinued optoelectronic operations, primarily from the sale of these operations.

Gross margin for the fourth quarter of 2006 was 29.4%, compared to 31.8% for the third quarter of 2006. Our margins for the fourth quarter were affected by new product ramp costs, scheduled facility shut-downs and other costs. Excluding equity compensation expense our gross margin for the fourth quarter of 2006 was 29.9%, compared to 28.7% for the fourth quarter of 2005. This increase in margin was primarily due to capacity utilization improvements in 2006, partially offset by the product ramp costs in the fourth quarter of 2006. For the year ended December 31, 2006, our gross margin was 30.8%. Excluding equity compensation expense our gross margin for 2006 was 31.6%, compared to 28.6% for the year ended December 31, 2005. The increased margin in 2006 was primarily due to increased factory utilization.

Operating expenses for the fourth quarter of 2006 were $26.4 million or 23.1% of revenue. Excluding equity compensation expenses our operating expenses for the fourth quarter of 2006 were $25.0 million, as compared to $21.7 million for the fourth quarter of 2005, or 21.9% of revenue in the fourth quarter of 2006 compared to 25.6% in the fourth quarter of 2005.

Cash, cash equivalents and short and long term marketable securities were $373.2 million as of December 31, 2006, essentially flat compared to September 30, 2006. During the fourth quarter of 2006, TriQuint completed its $25.0 million stock repurchase program by repurchasing approximately 450,000 shares at a cost of approximately $2.3 million. Additionally, the Company acquired approximately $13 million of capital assets during the quarter. Depreciation and amortization expense for the fourth quarter of 2006 was approximately $7.8 million. In 2006 our cash, cash equivalents and short and long term marketable securities decreased $33.5 million, primarily due to the repurchase of $25.0 million of stock and acquisition of approximately $40 million in capital assets, partially offset by cash provided by operations and cash received from the issuance of stock.

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We expect to pay our convertible bonds due March 1, 2007 out of existing cash balances. Our net cash and investments after we retire the debt is expected to be approximately $150.0 million.

Operating cash flow was approximately $10 million for the fourth quarter of 2006 and approximately $22 million for the full year 2006.

Commenting on the results for the quarter and year ended December 31, 2006, Ralph Quinsey, President and Chief Executive Officer, stated, “our strategy of being a focused supplier of RF power, filtering and switching technology in highly integrated solutions is gaining traction with both customers and chipset partners alike. TriQuint’s design win success in 2006 placed us in approximately 97 new phone models and we estimate TriQuint’s share in the handset market has grown to approximately 8 to 9%. Our military business remains strong and our standard products revenue is growing. I am delighted with the 433% improvement in earnings delivered by our team in 2006.”

Outlook for the First Quarter of 2007:

Revenues and earnings for the first quarter of 2007 are expected to be slightly down from the fourth quarter of 2006. We estimate our first quarter revenues in the range of $106 million to $110 million. Earnings per diluted share are expected to be in the range of $0.03 to $0.05. Equity compensation expense is expected to be approximately $2 million in the first quarter of 2007.

Outlook for 2007

Revenues in 2007 are expected to grow 18% to 20% over 2006. Net income is expected to grow between 40% and 50% in 2007 over 2006.

Conference Call:

TriQuint will host a conference call this afternoon at 2:00 p.m. PDT to discuss the results for the quarter as well as our future expectations for the Company. The call can be heard via webcast accessed through the “Investors” section of TriQuint’s web site: www.triquint.com, or through www.Vcall.com. A replay will be available for 7 days by dialing (888) 203-1112, passcode 9729840.

Non-GAAP Financial Measures:

This press release provides financial measures for net income, diluted earnings per share, gross margin and operating expenses that exclude equity compensation expense and the related tax effects, and are therefore not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance that enhances management’s and investors’ ability to evaluate TriQuint’s operating results prior to the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payments.

Forward Looking Statements:

This press release contains forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements such as statements of TriQuint’s projected revenues, growth rates, gross margins, operating expenses, operating results, and earnings per share for the first quarter of 2007 and full year 2007 are statements that involve risks and uncertainties. Statements regarding continued market acceptance of our transmit modules and other products are also forward looking statements that contain risks and uncertainties. TriQuint cannot provide any assurance that future results will meet expectations. Results could materially differ based on various factors, including TriQuint’s performance; demand for its

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products, ability to develop new products; improve yields; maintain product pricing; reduce costs; ability to win customers; market conditions; and the completion of TriQuint’s independent auditor’s review of the fourth quarter of 2006 and audit of 2006. In addition, historical information should not be considered an indicator of future performance. Additional considerations and important risk factors are described in TriQuint’s reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. These reports can be accessed at the SEC web site, www.sec.gov.

A reader of this release should understand that it is not possible to predict or identify all risk factors and should not consider the list to be a complete statement of all potential risks and uncertainties.

About TriQuint:

TriQuint Semiconductor, Inc. (Nasdaq: TQNT) is a leading supplier of high performance modules, components and foundry services for the world’s leading communications companies. The Company’s focus is on the specialized expertise, materials and know-how of radio frequency (RF) and other high intermediate frequency applications. The Company enjoys diversity in its markets, applications, products, technology and customer base. Markets include wireless handsets, broadband communications, wireless base stations and military systems. TriQuint provides customers with standard and custom products as well as foundry services. The Company’s products are designed on various wafer substrates including compound semiconductor materials such as gallium arsenide (GaAs) and piezoelectric crystals such as lithium tantalate (LiTaO3). The Company also uses a variety of process technologies using GaAs substrates including hetrojunction bipolar transistor (HBT) and pseudomophic high electron mobility transistor (pHEMT). Using various other substrates the Company also manufacture surface acoustic wave (SAW) and bulk acoustic wave (BAW) products. TriQuint customers include major communications companies worldwide. TriQuint has manufacturing facilities in Oregon, Texas, and Florida, as well as an assembly plant in Costa Rica, plus sales/application support offices in Asia and design centers in New England, North Carolina and Germany.

TriQuint is headquartered at 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and can be reached at 503/615-9000 (fax 503/615-8900). Visit the TriQuint web site at http://www.triquint.com.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Quarter Ended
	December 31, 2006			September 30, 2006			December 31, 2005			Year Ended December 31,
										2006			2005
Revenues	$	114,313		$	103,259		$	84,660		$	401,793		$	294,787
Cost of goods sold		80,721			70,424			60,368			277,860			210,446
Gross profit		33,592			32,835			24,292			123,933			84,341
Operating expenses:
Research, development and engineering		13,048			12,222			10,371			50,283			46,706
Selling, general and administrative		13,940			13,414			11,219			54,598			46,565
Reduction in workforce		—			—			(21	)		—			341
Impairment of long-lived assets		—			—			—			—			31
(Gain) loss on disposal of equipment		(564	)		8			(305	)		(527	)		(505	)
Acquisition related charges		—			(21	)		413			63			1,654
Total operating expenses		26,424			25,623			21,677			104,417			94,792
Operating income (loss)		7,168			7,212			2,615			19,516			(10,451	)
Other income (expense):
Interest income		4,163			4,048			3,291			15,627			11,441
Interest expense		(2,449	)		(2,526	)		(2,440	)		(9,891	)		(9,846	)
Foreign currency (loss) gain		(405	)		169			(31	)		(90	)		4
Recovery of impairment (impairment charge)		9			—			—			142			(155	)
Gain on sale of intellectual property		—			—			—			—			954
Gain on retirement of debt		—			—			—			—			114
Other, net		26			(166	)		49			(132	)		163
Other income, net		1,344			1,525			869			5,656			2,675
Income (loss) from continuing operations, before income tax		8,512			8,737			3,484			25,172			(7,776	)
Income tax expense (benefit)		2,111			656			600			2,796			(3,573	)
Income (loss) from continuing operations		6,401			8,081			2,884			22,376			(4,203	)
Discontinued operations:
Income from discontinued operations, net of income tax		—			—			57			—			8,183
Net income	$	6,401		$	8,081		$	2,941		$	22,376		$	3,980
Basic per share net income:
Income (loss) from continuing operations	$	0.05		$	0.06		$	0.02		$	0.16		$	(0.03	)
Income from discontinued operations		0.00			0.00			0.00			0.00			0.06
Basic per share net income	$	0.05		$	0.06		$	0.02		$	0.16		$	0.03
Diluted per share net income:
Income (loss) from continuing operations	$	0.05		$	0.06		$	0.02		$	0.16		$	(0.03	)
Income from discontinued operations		0.00			0.00			0.00			0.00			0.06
Diluted per share net income	$	0.05		$	0.06		$	0.02		$	0.16		$	0.03
Weighted-average shares outstanding:
Basic		137,742			138,604			140,377			139,236			139,566
Diluted		139,869			140,118			142,719			141,189			139,566

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	December 31, 2006		September 30, 2006		December 31, 2005
Assets
Current assets:
Cash, cash equivalents and investments	$	373,232	$	370,536	$	301,107
Accounts receivable, net		64,688		59,897		51,286
Inventories, net		84,879		85,563		49,384
Other current assets		14,978		16,239		12,684
Total current assets		537,777		532,235		414,461
Investments in marketable securities		—		2,516		105,615
Property, plant and equipment, net		200,346		195,161		190,789
Other, net		16,292		16,158		17,876
Total assets	$	754,415	$	746,070	$	728,741
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	53,645	$	58,236	$	49,200
Income tax liability		9,202		7,734		7,201
Convertible subordinated notes		218,755		218,755		—
Total current liabilities		281,602		284,725		56,401
Convertible subordinated notes		—		—		218,755
Other long-term liabilities		4,741		3,838		2,975
Total liabilities		286,343		288,563		278,131
Stockholders’ equity		468,072		457,507		450,610
Total liabilities and stockholders’ equity	$	754,415	$	746,070	$	728,741

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended
	December 31, 2006		September 30, 2006		December 31, 2005		Year Ended December 31,
							2006		2005
Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	70.6	%	68.2	%	71.3	%	69.2	%	71.4	%
Gross profit	29.4	%	31.8	%	28.7	%	30.8	%	28.6	%
Operating expenses:
Research, development and engineering	11.4	%	11.8	%	12.2	%	12.5	%	15.8	%
Selling, general and administrative	12.2	%	13.0	%	13.3	%	13.6	%	15.8	%
Reduction in workforce	—		—		0.0	%	—		0.1	%
Impairment of long-lived assets	—		—		—		—		0.0	%
(Gain) loss on disposal of equipment	-0.5	%	0.0	%	-0.4	%	-0.2	%	-0.2	%
Acquisition related charges	—		0.0	%	0.5	%	0.0	%	0.6	%
Total operating expenses	23.1	%	24.8	%	25.6	%	25.9	%	32.1	%
Operating income (loss)	6.3	%	7.0	%	3.1	%	4.9	%	-3.5	%
Other income (expense):
Interest income	3.6	%	3.9	%	3.9	%	3.9	%	3.9	%
Interest expense	-2.1	%	-2.4	%	-2.9	%	-2.5	%	-3.3	%
Foreign currency (loss) gain	-0.4	%	0.2	%	-0.1	%	0.0	%	0.0	%
Recovery of impairment (impairment charge)	0.0	%	—		—		0.0	%	-0.1	%
Gain on sale of intellectual property	—		—		—		—		0.3	%
Gain on retirement of debt	—		—		—		—		0.0	%
Other, net	-0.0	%	-0.2	%	0.1	%	-0.0	%	0.1	%
Other income, net	1.1	%	1.5	%	1.0	%	1.4	%	0.9	%
Income (loss) from continuing operations, before income tax	7.4	%	8.5	%	4.1	%	6.3	%	-2.6	%
Income tax expense (benefit)	1.8	%	0.7	%	0.7	%	0.7	%	-1.2	%
Income (loss) from continuing operations	5.6	%	7.8	%	3.4	%	5.6	%	-1.4	%
Discontinued operations:
Income from discontinued operations, net of income tax	—		—		0.1	%	—		2.8	%
Net income	5.6	%	7.8	%	3.5	%	5.6	%	1.4	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended December 31, 2006				Year Ended December 31, 2006
GAAP GROSS PROFIT	$	33,592	29.4	%	$	123,933	30.8	%
Adjustment for equity compensation charges		608	0.5	%		2,887	0.8	%
GROSS PROFIT EXCLUDING EQUITY COMPENSATION	$	34,200	29.9	%	$	126,820	31.6	%
GAAP OPERATING INCOME	$	7,168	6.3	%	$	19,516	4.9	%
Adjustment for equity compensation charges within:
Cost of sales		608	0.5	%		2,887	0.7	%
Research, development and engineering		401	0.4	%		1,689	0.4	%
Selling, general and administrative		1,036	0.9	%		4,539	1.1	%
OPERATING INCOME EXCLUDING EQUITY COMPENSATION	$	9,213	8.1	%	$	28,631	7.1	%
GAAP NET INCOME	$	6,401	5.6	%	$	22,376	5.6	%
Adjustment for equity compensation charges within:
Cost of sales		608	0.5	%		2,887	0.7	%
Research, development and engineering		401	0.4	%		1,689	0.4	%
Selling, general and administrative		1,036	0.9	%		4,539	1.1	%
NET INCOME EXCLUDING EQUITY COMPENSATION	$	8,446	7.4	%	$	31,491	7.8	%
GAAP DILUTED EARNINGS PER SHARE	$	0.05			$	0.16
Adjustment for equity compensation charges		0.01				0.06
DILUTED EARNINGS PER SHARE EXCLUDING EQUITY COMPENSATION	$	0.06			$	0.22
GAAP COMMON SHARES ASSUMING DILUTION		139,869				141,189
Adjustment for equity compensation charges		754				910
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION		140,623				142,099