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)

July 25, 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 July 25, 2007, TriQuint Semiconductor, Inc. (“TriQuint”) is issuing a press release and holding a conference call announcing its financial results for the three months ended June 30, 2007. 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 July 25, 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: July 25, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated July 25, 2007

EX-99.1

Exhibit 99.1

PRESS RELEASE

Press Release #07020

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

SECOND QUARTER 2007 EARNINGS

Hillsboro, Oregon – July 25, 2007 – TriQuint Semiconductor, Inc. (Nasdaq: TQNT), a supplier of high performance products for communications applications, today reported its financial results for the quarter ended June 30, 2007, which included the following highlights:

Second Quarter 2007

• Revenues totaled $113.8 million, an increase of 18% over the second quarter of 2006

• Kyocera Wireless Corporation awarded TriQuint with the RF Supplier-of-the-Year award

• WCDMA/EDGE revenue up 152% over Q2 2006

• Transmit modules grew 141% over Q2 of 2006

• TriQuint’s cash, cash equivalents, and investments balance grew $4.8 million

• Cash flow from operations was $4.3 million

• New Product Selection Guide released, an overview of nearly 500 new and existing RF products

• Record quarter for number of handset design wins

• WLAN revenue grew 40% over Q2 of 2006

Commenting on the results for the quarter ended June 30, 2007, Ralph Quinsey, President and Chief Executive Officer, stated, “Independent of excess inventory charges and period expense unique to Q2 2007, our fundamental progress continues. Revenues increased 18% as compared to the second quarter of 2006. This strong revenue performance is due to new product success and design wins with both new and existing customers. In Q2 we launched our vision “Simplifying RF Connectivity” for broadband communications providing RF engineers around the world unique, highly-integrated products, more high

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performance packaged devices and simplified channel access. With the launch we released our first product selection guide, an overview of nearly 500 new and existing RF products. I expect 2007 revenue growth of 14-18% as compared to 2006 with 10-20% earnings growth year over year.”

Summary Financial Results and Highlights for the Quarter Ended June 30, 2007:

Revenue for the second quarter of 2007 was $113.8 million. Revenue for the second quarter of 2006 was $96.3 million and $110.6 million for the first quarter of 2007.

Net income for the second quarter of 2007 was $1.4 million or $0.01 per diluted share. Net income for the second quarter of 2006 was $5.6 million or $0.04 per diluted share. Net income for the first quarter of 2007 was $6.4 million or $0.05 per diluted share.

Excluding equity compensation expense of $2.1 million, net income for the second quarter of 2007 was $3.5 million or $0.02 per diluted share. Excluding equity compensation expense of $2.6 million, net income for the second quarter of 2006 was $8.3 million or $0.06 per diluted share. Excluding equity compensation expense of $1.7 million, net income for the first quarter of 2007 was $8.1 million or $0.06 per diluted share.

Gross margin for the second quarter of 2007 was 26.5%, compared to 32.1% for the second quarter of 2006 and 31.1% for the first quarter of 2007.

Excluding equity compensation expense, our gross margin for the second quarter of 2007 was 27.2%. Gross margin excluding equity compensation expense was 32.9% in the second quarter of 2006 and 31.6% in the first quarter of 2007. Our margins for the second quarter of 2007 were primarily affected by $4.1 million in excess inventory charges. The impact of the charge was 3.6% to gross margin.

Operating expenses for the second quarter of 2007 were $30.7 million, or 26.9% of revenue, as compared to $27.0 million, or 28.0% of revenue, in the second quarter of 2006 and $29.5 million, or 26.7% of revenue, for the first quarter of 2007.

Excluding equity compensation expense, operating expenses for the second quarter of 2007 were $29.3 million or 25.8% of revenue. Operating expenses excluding equity compensation expense were $25.2 million or 26.1% of revenue in the second quarter of 2006 and $28.3 million, or 25.6% of revenues in the first quarter of 2007.

Cash, cash equivalents and short-term marketable securities were $154.8 million as of June 30, 2007, an increase of $4.8 million as compared to the balance of $150.0 million on March 31, 2007. During the first quarter of 2007, TriQuint retired $218.8 million of its convertible subordinated notes upon maturity.

TriQuint acquired approximately $5.2 million of capital assets during the quarter. Depreciation and amortization expense for the second quarter of 2007 was approximately $7.5 million. Cash flow from operations was approximately $4.3 million during the quarter.

Outlook for the Third Quarter of 2007:

Revenue for the third quarter of 2007 is expected to be slightly up from the second quarter of 2007. Earnings are expected to be in the range of $0.03 to $0.05 per diluted share. Earnings excluding equity compensation expense of $2.3 million are expected to be $0.05 to $0.07 per diluted share.

Outlook for 2007

Revenue for 2007 is expected to be up 14%-18 % over 2006 with earnings up 10-20%.

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. To access the conference call, investors can dial (888) 813-6582 domestically or (706) 643-7082 internationally approximately ten minutes prior to the invitation of the teleconference. The call can also 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 (719) 457-0820, passcode 8671542.

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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 second 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 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 second quarter of 2007. 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 BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30, 2007		March 31, 2007		December 31, 2006
Assets
Current assets:
Cash, cash equivalents and investments	$	154,836	$	150,047	$	373,232
Accounts receivable, net		71,203		68,220		64,688
Inventories, net		79,607		89,995		84,879
Other current assets		13,248		15,004		14,978
Total current assets		318,894		323,266		537,777
Property, plant and equipment, net		203,752		205,960		200,346
Other, net		16,133		16,661		16,292
Total assets	$	538,779	$	545,887	$	754,415
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	38,615	$	54,961	$	54,270
Income tax liability		—		—		9,202
Convertible subordinated notes		—		—		218,755
Total current liabilities		38,615		54,961		282,227
Long term income tax liability		9,977		9,585		—
Other long-term liabilities		5,033		4,884		4,741
Total liabilities		53,625		69,430		286,968
Stockholders’ equity		485,154		476,457		467,447
Total liabilities and stockholders’ equity	$	538,779	$	545,887	$	754,415

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Quarter Ended									Six Months Ended
	June 30, 2007			March 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Revenues	$	113,771		$	110,603		$	96,341		$	224,374		$	184,221
Cost of goods sold		83,603			76,212			65,424			159,815			126,715
Gross profit		30,168			34,391			30,917			64,559			57,506
Operating expenses:
Research, development and engineering		15,040			14,328			12,484			29,368			25,013
Selling, general and administrative		15,623			15,066			14,496			30,689			27,244
(Gain) loss on disposal of equipment		(10	)		96			(9	)		86			29
Acquisition related charges		—			—			42			—			84
Total operating expenses		30,653			29,490			27,013			60,143			52,370
Operating (loss) income		(485	)		4,901			3,904			4,416			5,136
Other income (expense):
Interest income		1,928			3,437			3,832			5,365			7,416
Interest expense		(5	)		(1,631	)		(2,458	)		(1,636	)		(4,916	)
Foreign currency gain		129			66			101			195			146
Recovery of impairment		—			—			133			—			133
Other, net		(2	)		35			50			33			8
Other income, net		2,050			1,907			1,658			3,957			2,787
Income before income tax		1,565			6,808			5,562			8,373			7,923
Income tax expense (benefit)		214			412			(86	)		626			29
Net Income	$	1,351		$	6,396		$	5,648		$	7,747		$	7,894
Per Share Data
Basic per share net income	$	0.01		$	0.05		$	0.04		$	0.06		$	0.06
Diluted per share net income	$	0.01		$	0.05		$	0.04		$	0.05		$	0.06
Weighted-average shares outstanding:
Basic		139,666			138,623			139,767			139,150			140,307
Diluted		142,183			141,148			140,703			141,536			141,473

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended						Six Months Ended
	June 30, 2007		March 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006
Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	73.5	%	68.9	%	67.9	%	71.2	%	68.8	%
Gross profit	26.5	%	31.1	%	32.1	%	28.8	%	31.2	%
Operating expenses:
Research, development and engineering	13.2	%	13.0	%	13.0	%	13.1	%	13.6	%
Selling, general and administrative	13.7	%	13.6	%	15.0	%	13.7	%	14.8	%
(Gain) loss on disposal of equipment	-0.0	%	0.1	%	-0.0	%	0.0	%	0.0	%
Acquisition related charges	—		—		0.0	%	—		0.0	%
Total operating expenses	26.9	%	26.7	%	28.0	%	26.8	%	28.4	%
Operating (loss) income	-0.4	%	4.4	%	4.1	%	2.0	%	2.8	%
Other income (expense):
Interest income	1.7	%	3.1	%	4.0	%	2.4	%	4.0	%
Interest expense	0.0	%	-1.5	%	-2.6	%	-0.7	%	-2.7	%
Foreign currency gain	0.1	%	0.1	%	0.1	%	0.1	%	0.1	%
Recovery of impairment	—		0.0	%	0.1	%	—		0.1	%
Other, net	-0.0	%	0.1	%	0.1	%	0.0	%	0.0	%
Other income, net	1.8	%	1.8	%	1.7	%	1.8	%	1.5	%
Income before income tax	1.4	%	6.2	%	5.8	%	3.8	%	4.3	%
Income tax expense (benefit)	0.2	%	0.4	%	-0.1	%	0.3	%	0.0	%
Net Income	1.2	%	5.8	%	5.9	%	3.5	%	4.3	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended															Six Months Ended
	June 30, 2007					March 31, 2007					June 30, 2006					June 30, 2007					June 30, 2006
				(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT	$	30,168		26.5	%	$	34,391		31.1	%	$	30,917		32.1	%	$	64,559		28.8	%	$	57,506		31.2	%
Adjustment for equity compensation charges		784		0.7	%		575		0.5	%		809		0.8	%		1,359		0.6	%		1,577		0.9	%
GROSS PROFIT EXCLUDING EQUITY COMPENSATION	$	30,952		27.2	%	$	34,966		31.6	%	$	31,726		32.9	%	$	65,918		29.4	%	$	59,083		32.1	%
GAAP OPERATING EXPENSES
Adjustment for equity compensation charges within:	$	30,653		26.9	%	$	29,490		26.7	%	$	27,013		28.0	%	$	60,143		26.8	%	$	52,370		28.4	%
Research, development and engineering		(305	)	-0.2	%		(272	)	-0.3	%		(488	)	-0.5	%		(577	)	-0.3	%		(874	)	-0.5	%
Selling, general and administrative		(1,014	)	-0.9	%		(891	)	-0.8	%		(1,312	)	-1.4	%		(1,905	)	-0.8	%		(2,414	)	-1.3	%
OPERATING EXPENSES EXCLUDING EQUITY COMPENSATION	$	29,334		25.8	%	$	28,327		25.6	%	$	25,213		26.1	%	$	57,661		25.7	%	$	49,082		26.6	%
OPERATING INCOME EXCLUDING EQUITY COMPENSATION
GAAP OPERATING (LOSS) INCOME	$	(485	)	-0.4	%	$	4,901		4.4	%	$	3,904		4.1	%	$	4,416		2.0	%	$	5,136		2.8	%
Adjustment for equity compensation charges within:
Cost of sales		784		0.7	%		575		0.5	%		809		0.8	%		1,359		0.6	%		1,577		0.8	%
Research, development and engineering		305		0.2	%		272		0.3	%		488		0.5	%		577		0.3	%		874		0.5	%
Selling, general and administrative		1,014		0.9	%		891		0.8	%		1,312		1.4	%		1,905		0.8	%		2,414		1.3	%
OPERATING INCOME EXCLUDING EQUITY COMPENSATION	$	1,618		1.4	%	$	6,639		6.0	%	$	6,513		6.8	%	$	8,257		3.7	%	$	10,001		5.4	%
GAAP NET INCOME	$	1,351		1.2	%	$	6,396		5.8	%	$	5,648		5.9	%	$	7,747		3.5	%	$	7,894		4.3	%
Adjustment for equity compensation charges within:
Cost of sales		784		0.7	%		575		0.5	%		809		0.8	%		1,359		0.6	%		1,577		0.8	%
Research, development and engineering		305		0.2	%		272		0.3	%		488		0.5	%		577		0.3	%		874		0.5	%
Selling, general and administrative		1,014		0.9	%		891		0.8	%		1,312		1.4	%		1,905		0.8	%		2,414		1.3	%
NET INCOME EXCLUDING EQUITY COMPENSATION	$	3,454		3.0	%	$	8,134		7.4	%	$	8,257		8.6	%	$	11,588		5.2	%	$	12,759		6.9	%
TOTAL EQUITY COMPENSATION CHARGES	$	2,103		1.9	%	$	1,738		1.6	%	$	2,609		2.7	%	$	3,841		1.7	%	$	4,865		2.6	%
GAAP DILUTED EARNINGS PER SHARE	$	0.01				$	0.05				$	0.04				$	0.05				$	0.06
Adjustment for equity compensation charges		0.01					0.01					0.02					0.03					0.03
DILUTED EARNINGS PER SHARE EXCLUDING EQUITY COMPENSATION	$	0.02				$	0.06				$	0.06				$	0.08				$	0.09
GAAP COMMON SHARES ASSUMING DILUTION		142,183					141,148					140,703					141,536					141,473
Adjustment for equity compensation charges		788					692					2,400					748					1,861
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION		142,971					141,840					143,103					142,284					143,334