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)

October 24, 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 October 24, 2007, TriQuint Semiconductor, Inc. issued a press release and will hold a conference call announcing its financial results for the three months ended September 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 October 24, 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/ Steve Buhaly
	Steve Buhaly
	Chief Financial Officer

Date: October 24, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated October 24, 2007

EX-99.1

TRIQUINT SEMICONDUCTOR, INC. ANNOUNCES

THIRD QUARTER 2007 REVENUE AND EARNINGS GROWTH

Hillsboro, Oregon – October 24, 2007 – TriQuint Semiconductor, Inc. (Nasdaq: TQNT), a supplier of high performance products for wireless communications, announces its financial results for the quarter ended September 30, 2007, including the following highlights:

• Revenues were $123 million, an increase of 19% over Q3 2006 and 8% sequentially

• Record bookings of $144 million

• Gross margin improved to 32.2% of revenue

• Cash and cash equivalents increased $20 million from Q2 2007

• WCDMA/EDGE revenue doubled year-on-year

• Transmit modules grew 185% over Q3 of 2006

• Released cost improved VSAT amplifier

• Began product shipments for the EQ-36 Counter-Artillery Radar Program

Commenting on the results for the quarter ended September 30, 2007, Ralph Quinsey, President and Chief Executive Officer, stated, “This was a strong quarter for TriQuint with solid revenue growth from each of our major markets. These great results are due to strong growth in our markets combined with improved execution. The fourth quarter is historically one of our higher revenue quarters and I expect it to be this year as well.”

Mr Quinsey emphasized the company’s synergistic technologies, as a key to its success. He said, “Integral to TriQuint’s strategy is our broad technology portfolio, the broadest in the industry. This includes multiple compound semiconductor technologies, SAW filters, BAW filters and high volume module capability. Customers and partners are increasingly seeing the benefit of the TriQuint Solution. Furthering this strategy, we completed the acquisition of Peak Devices during the quarter and I am enthusiastic about the exciting new products and technology for wideband applications Peak brings to TriQuint.”

Summary Financial Results for the Quarter Ended September 30, 2007:

Revenue for the third quarter of 2007 was $122.9 million, up 19% from the third quarter of 2006 and up 8% sequentially.

Net income for the third quarter of 2007 was $1.9 million or $0.01 per diluted share, down from $8.1 million or $0.06 per diluted share for the third quarter of 2006. Net income for the second quarter of 2007 was $1.4 million or $0.01 per diluted share.

Excluding equity compensation expense of $2.3 million and the charge for in-process research and development of $7.6 million from the acquisition of Peak Devices, net income for the third quarter of 2007 was $11.8 million or $0.08 per diluted share. Excluding equity compensation expense and the charge for in-process research and development, on a comparable basis, non-GAAP net income grew by 242% sequentially and by 15% compared to Q3 2006.

Gross margin for the third quarter of 2007 was 32.2%, compared to 31.8% for the third quarter of 2006 and 26.5% for the second quarter of 2007.

Operating expenses for the third quarter of 2007 were $39.5 million, or 32.2% of revenue, as compared to $25.6 million, or 24.8% of revenue, in the third quarter of 2006 and $30.7 million, or 26.9% of revenue, for the second quarter of 2007.

Excluding equity compensation expense and the charge for in-process research and development, operating expenses for the third quarter of 2007 were $30.3 million or 24.7% of revenue. Operating expenses excluding equity compensation expense were $24.1 million or 23.3% of revenue in the third quarter of 2006 and $29.3 million, or 25.7% of revenues in the second quarter of 2007.

Cash, cash equivalents and short-term marketable securities were $174.7 million as of September 30, 2007, an increase of $19.9 million as compared to the balance of $154.8 million on June 30, 2007. During the third quarter of 2007, the Company also paid net cash of $14.7 million for the acquisition of Peak Devices.

Outlook for the Fourth Quarter of 2007:

Revenue for the fourth quarter of 2007 is expected to be $125 million to $130 million. Fourth quarter earnings are expected to range between $0.07 and $0.09 per diluted share. Earnings excluding equity compensation expense of $2.4 million are expected to range between $0.08 and $0.10 per diluted share.

Additional Information Regarding September 30, 2007 Results:

GAAP and non-GAAP financial measures are presented in the tables below. Non-GAAP financial measures are reconciled to the corresponding GAAP financial measures in the financial statement portion of this press release.

GAAP RESULTS

	Three Months Ended															Nine Months Ended
	Q3 2007			Q2 2007			Change vs. Q2 2007			Q3 2006			Change vs. Q3 2006			Q3 2007			Q3 2006			Change vs. Q3 2006
Revenue	$	122.9		$	113.8			8.0	%	$	103.3			19.0	%	$	347.3		$	287.5			20.8	%
GM		32.2	%		26.5	%		5.7	%		31.8	%		0.4	%		30.0	%		31.4	%		-1.4	%
Op Income	$	0.0		$	(0.5	)		109.5	%	$	7.2			-99.4	%	$	4.5		$	12.3			-63.9	%
Net Income	$	1.9		$	1.4			39.0	%	$	8.1			-76.8	%	$	9.6		$	16.0			-39.7	%
Diluted EPS	$	0.01		$	0.01		$	0.00		$	0.06		$	(0.05	)	$	0.07		$	0.11		$	(0.04	)
NON-GAAP RESULTS A
	Three Months Ended															Nine Months Ended
	Q3 2007			Q2 2007			Change vs. Q2 2007			Q3 2006			Change vs. Q3 2006			Q3 2007			Q3 2006			Change vs. Q3 2006
GM		32.8	%		27.2	%		5.6	%		32.5	%		0.3	%		30.6	%		32.2	%		-1.6	%
Op Income	$	10.0		$	1.6			517.7	%	$	9.4			6.1	%	$	18.2		$	19.4			-6.0	%
Net Income	$	11.8		$	3.5			242.3	%	$	10.3			14.9	%	$	23.4		$	23.0			1.6	%
Diluted EPS	$	0.08		$	0.02		$	0.06		$	0.07		$	0.01		$	0.17		$	0.16		$	0.01

A Excludes stock based compensation charges as well as a one time charge for in process research and development costs associated with our acquisition of Peak Devices, which was completed on August 31, 2007.

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 (706) 645-9291, passcode 17957400.

Non-GAAP Financial Measures:

This press release provides financial measures for net income, diluted earnings per share, gross margin, operating expenses and operating income that exclude equity compensation expense and charges for in-process research and development costs related to the acquisition of Peak Technologies Inc., 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 excluding the charges relating to the acquisition and 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 fourth quarter of 2007 are statements that involve risks and uncertainties. Statements regarding continued market acceptance of our transmit modules and other products and release of products from the acquisition of Peak Devices 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 third 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.

FACTS ABOUT TRIQUINT

Founded in 1985, we “Connect the Digital World to the Global Network”™ by supplying high-performance RF modules, components and foundry services to the world’s leading communications companies. Specifically, TriQuint supplies products to four out of the top five cellular handset manufacturers, and is a leading gallium arsenide (GaAs) supplier to major defense and space contractors. TriQuint creates standard and custom products using advanced processes that include gallium arsenide, surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies to serve diverse markets including wireless handsets, base stations, broadband communications and military. TriQuint is also lead researcher in a 3-year DARPA program to develop advanced gallium nitride (GaN) amplifiers. TriQuint, as named by Strategy Analytics in August 2007, is the number-three worldwide leader in GaAs devices and the world’s largest commercial GaAs foundry. TriQuint has ISO9001 certified manufacturing facilities in Oregon, Texas, and Florida and a production plant in Costa Rica; design centers are located in North America and Germany. Visit TriQuint at www.triquint.com/rf to register for our newsletters.

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.

Steven Buhaly	Heidi A. Flannery
VP of Finance, CFO	Investor Relations Counsel
TriQuint Semiconductor, Inc.	Fi. Comm
Tel: (503) 615-9401	Tel: (541) 322-0230
Fax: (503) 615-8904	Fax: (541) 322-0231
Email: sbuhaly@tqs.com	Email: heidi.flannery@ficomm.com

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	September 30, 2007		June 30, 2007		December 31, 2006
Assets
Current assets:
Cash, cash equivalents and investments	$	174,695	$	154,836	$	373,232
Accounts receivable, net		77,529		71,203		64,688
Inventories, net		68,418		79,607		84,879
Other current assets		15,835		13,248		14,978
Total current assets		336,477		318,894		537,777
Property, plant and equipment, net		202,523		203,752		200,346
Other, net		22,205		16,133		16,292
Total assets	$	561,205	$	538,779	$	754,415
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	46,954	$	30,243	$	54,270
Income tax liability		—		—		9,202
Other accrued liabilities		8,863		8,372		—
Convertible subordinated notes		—		—		218,755
Total current liabilities		55,817		38,615		282,227
Long term income tax liability		10,251		9,977		—
Other long-term liabilities		5,257		5,033		4,741
Total liabilities		71,325		53,625		286,968
Stockholders' equity		489,880		485,154		467,447
Total liabilities and stockholders' equity	$	561,205	$	538,779	$	754,415

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Quarter Ended									Nine Months Ended
	September 30, 2007			June 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006
Revenues	$	122,918		$	113,771		$	103,259		$	347,292		$	287,480
Cost of goods sold		83,356			83,603			70,424			243,171			197,139
Gross profit		39,562			30,168			32,835			104,121			90,341
Operating expenses:
Research, development and engineering		16,532			15,040			12,222			45,900			37,235
Selling, general and administrative		15,382			15,623			13,414			46,071			40,658
In-process research and development		7,600			—			—			7,600
Loss (gain) on disposal of equipment		2			(10	)		8			88			37
Acquisition related charges		—			—			(21	)		—			63
Total operating expenses		39,516			30,653			25,623			99,659			77,993
Operating income (loss)		46			(485	)		7,212			4,462			12,348
Other income (expense):
Interest income		2,227			1,928			4,048			7,592			11,464
Interest expense		(6	)		(5	)		(2,526	)		(1,642	)		(7,442	)
Foreign currency gain		78			129			169			273			315
Recovery of impairment		—			—			—			—			133
Other, net		51			(2	)		(166	)		84			(158	)
Other income, net		2,350			2,050			1,525			6,307			4,312
Income before income tax		2,396			1,565			8,737			10,769			16,660
Income tax expense (benefit)		518			214			656			1,144			685
Net Income	$	1,878		$	1,351		$	8,081		$	9,625		$	15,975
Per Share Data
Basic per share net income	$	0.01		$	0.01		$	0.06		$	0.07		$	0.11
Diluted per share net income	$	0.01		$	0.01		$	0.06		$	0.07		$	0.11
Weighted-average shares outstanding:
Basic		140,718			139,666			138,604			139,679			139,739
Diluted		142,511			142,183			140,118			141,761			141,476

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended						Nine Months Ended
	September 30, 2007		June 30, 2007		September 30, 2006		September 30, 2007		September 30, 2006
Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	67.8	%	73.5	%	68.2	%	70.0	%	68.6	%
Gross profit	32.2	%	26.5	%	31.8	%	30.0	%	31.4	%
Operating expenses:
Research, development and engineering	13.5	%	13.2	%	11.8	%	13.2	%	13.0	%
Selling, general and administrative	12.5	%	13.7	%	13.0	%	13.3	%	14.1	%
In-process research and development	6.2	%	—		—		2.2	%	—
Loss (gain) on disposal of equipment	0.0	%	-0.0	%	0.0	%	0.0	%	0.0	%
Acquisition related charges	—		—		-0.0	%	—		0.0	%
Total operating expenses	32.2	%	26.9	%	24.8	%	28.7	%	27.1	%
Operating income (loss)	0.0	%	-0.4	%	7.0	%	1.3	%	4.3	%
Other income (expense):
Interest income	1.8	%	1.7	%	3.9	%	2.2	%	4.0	%
Interest expense	-0.0	%	-0.0	%	-2.4	%	-0.5	%	-2.6	%
Foreign currency gain	0.1	%	0.1	%	0.2	%	0.1	%	0.1	%
Recovery of impairment	—		—		—		—		0.1	%
Other, net	0.0	%	-0.0	%	-0.2	%	0.0	%	-0.1	%
Other income, net	1.9	%	1.8	%	1.5	%	1.8	%	1.5	%
Income before income tax	1.9	%	1.4	%	8.5	%	3.1	%	5.8	%
Income tax expense (benefit)	0.4	%	0.2	%	0.7	%	0.3	%	0.2	%
Net Income	1.5	%	1.2	%	7.8	%	2.8	%	5.6	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended															Nine Months Ended
	September 30, 2007					June 30, 2007					September 30, 2006					September 30, 2007					September 30, 2006
				(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT	$	39,562		32.2	%	$	30,168		26.5	%	$	32,835		31.8	%	$	104,121		30.0	%	$	90,341		31.4	%
Adjustment for equity compensation charges		731		0.6	%		784		0.7	%		702		0.7	%		2,090		0.6	%		2,279		0.8	%
GROSS PROFIT EXCLUDING EQUITY COMPENSATION	$	40,293		32.8	%	$	30,952		27.2	%	$	33,537		32.5	%	$	106,211		30.6	%	$	92,620		32.2	%
GAAP OPERATING EXPENSES
Adjustment for equity compensation charges within:	$	39,516		32.2	%	$	30,653		26.9	%	$	25,623		24.8	%	$	99,659		28.7	%	$	77,993		27.1	%
Research, development and engineering		(421	)	-0.3	%		(304	)	-0.3	%		(414	)	-0.4	%		(997	)	-0.3	%		(1,288	)	-0.4	%
Selling, general and administrative		(1,190	)	-1.0	%		(1,014	)	-0.9	%		(1,089	)	-1.1	%		(3,095	)	-0.9	%		(3,503	)	-1.2	%
Adjustment for charges associated with the purchase of PEAK
In-process research and development		(7,600	)	-6.2	%		—		—			—		—			(7,600	)	-2.2	%		—		—
NON-GAAP OPERATING EXPENSES	$	30,305		24.7	%	$	29,335		25.7	%	$	24,120		23.3	%	$	87,967		25.3	%	$	73,202		25.5	%
OPERATING INCOME EXCLUDING EQUITY COMPENSATION
GAAP OPERATING INCOME (LOSS)	$	46		0.0	%	$	(485	)	-0.4	%	$	7,212		7.0	%	$	4,462		1.3	%	$	12,348		4.3	%
Adjustment for equity compensation charges within:
Cost of sales		731		0.6	%		784		0.7	%		702		0.7	%		2,090		0.6	%		2,279		0.8	%
Research, development and engineering		421		0.3	%		304		0.3	%		414		0.4	%		997		0.3	%		1,288		0.4	%
Selling, general and administrative		1,190		1.0	%		1,014		0.9	%		1,089		1.1	%		3,095		0.9	%		3,503		1.2	%
Adjustment for charges associated with the purchase of PEAK
In-process research and development		7,600		6.2	%		—		—			—		—			7,600		2.2	%		—		—
NON-GAAP OPERATING INCOME	$	9,988		8.1	%	$	1,617		1.5	%	$	9,417		9.2	%	$	18,244		5.3	%	$	19,418		6.7	%
GAAP NET INCOME	$	1,878		1.5	%	$	1,351		1.2	%	$	8,081		7.8	%	$	9,625		2.8	%	$	15,975		5.6	%
Adjustment for equity compensation charges within:
Cost of sales		731		0.6	%		784		0.7	%		702		0.7	%		2,090		0.6	%		2,279		0.8	%
Research, development and engineering		421		0.3	%		304		0.3	%		414		0.4	%		997		0.3	%		1,288		0.4	%
Selling, general and administrative		1,190		1.0	%		1,014		0.9	%		1,089		1.1	%		3,095		0.9	%		3,503		1.2	%
Adjustment for charges associated with the purchase of PEAK
In-process research and development		7,600		6.2	%		—		—			—		—			7,600		2.2	%		—		—
NON-GAAP NET INCOME	$	11,820		9.6	%	$	3,453		3.1	%	$	10,286		10.0	%	$	23,407		6.8	%	$	23,045		8.0	%
TOTAL EQUITY COMPENSATION CHARGES	$	2,342		1.9	%	$	2,102		1.9	%	$	2,205		2.2	%	$	6,182		1.8	%	$	7,070		2.4	%
GAAP DILUTED EARNINGS PER SHARE	$	0.01				$	0.01				$	0.06				$	0.07				$	0.11
Adjustment for equity compensation charges		0.02					0.01					0.01					0.04					0.05
Adjustment for charges associated with the purchase of PEAK		0.05					—					—					0.05					—
NON-GAAP DILUTED EARNINGS PER SHARE	$	0.08				$	0.02				$	0.07				$	0.17				$	0.16
GAAP COMMON SHARES ASSUMING DILUTION		142,511					142,183					140,118					141,761					141,476
Adjustment for equity compensation charges		1,496					788					692					1,035					1,306
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION		144,007					142,971					140,810					142,796					142,782