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 23, 2008

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 23, 2008, TriQuint Semiconductor, Inc. issued a press release announcing results for the three months ended June 30, 2008. 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 23, 2008

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: July 23, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated July 23, 2008

EX-99.1

Exhibit 99.1

P R E S S    R E L E A S E

TRIQUINT ANNOUNCES SECOND QUARTER RESULTS

Hillsboro, Oregon – July 23, 2008 – TriQuint Semiconductor, Inc. (NASDAQ: TQNT), a supplier of high performance products for wireless communications, announces its financial results for the quarter ended June 30, 2008, including the following highlights:

• Revenues of $127.0 million

• Gross Margin of 34.6%; Gross Margin excluding WJ Communications was 35.1%

• Completed acquisition, WJ Communications joins TriQuint

• Hired Intel veteran Steve Grant to lead worldwide operations

• Recognized by Kyocera Wireless Corporation and ZTE Corporation as RF supplier of the year

• Won designs at 15 handset customers with new HADRON^™ PA Module

• Shipped a high volume of TRITIUM^™ III next generation 3G PA Module

• Launched innovative high voltage technology for base station power

• Announced Gallium Nitride (GaN) power amplifiers for defense, aerospace and networks applications and released GaN Foundry Supply to the open market

• Released 1x2 PA for 802.11n applications to high volume production

Commenting on the results for the quarter ended June 30, 2008, Ralph Quinsey, President and Chief Executive Officer, stated “TriQuint is on track for achieving our product development and design win targets for the year with each of our markets generating strong order activity and a strong book to bill ratio of 1.29. Multi-band and multi-mode applications are accelerating RF demand with two to four times the content for TriQuint products in new applications. I expect the second half of 2008 to be a solid growth period for TriQuint.”

Summary Financial Results for the Quarter Ended June 30, 2008:

Revenues for the second quarter of 2008 were $127.0 million, including $5.6 million from WJ Communications, and were up 12% from the second quarter of 2007 and 14% sequentially. Strong growth in wireless LAN and 3G handset products led the way in the quarter.

Net income for the second quarter of 2008 was $3.4 million, or $0.02 per diluted share, down from $4.5 million or $0.03 per diluted share in the prior quarter. Excluding all WJ Communications’ results, net income in the second quarter was $5.0 million or $0.03 per diluted share. Please see below for TriQuint and WJ Communications’ results that are reconciled to the consolidated results of the Company. Non-GAAP net income for the second quarter was $9.6 million or $0.07 per diluted share. Non-GAAP financial measures exclude stock based compensation charges and certain charges associated with the acquisition of WJ Communications. Please see the attached supplemental schedule for a reconciliation of GAAP to non-GAAP financial measures.

Gross margin for the second quarter of 2008 was 34.6%, flat with the prior quarter. Excluding WJ Communications, gross margin was 35.1%. On a non-GAAP basis, gross margin was 37.0%, up from a non-GAAP gross margin of 35.5% in the prior quarter. Improving product yields and the higher margins of the WJ Communications products drove the increase.

Operating expenses for the second quarter of 2008 were $41.8 million, or 33.0% of revenue, up from $35.8 million in the first quarter. Excluding WJ Communications, operating expenses totaled $39.0 million. Non-GAAP operating expenses were $38.7 million or 30.5% of revenue. In the latter half of this year, we expect non-GAAP operating expenses to converge with our operating model of 25% of revenue. However, inclusion of the higher margins and operating expenses associated with the WJ Communications business may cause us to make slight adjustments to our business model targets.

Cash, cash equivalents and short-term investments were $98.3 million as of June 30, 2008, a decrease of $121.0 million from March 31, 2008. Cash was consumed by the purchase of WJ Communications, substantial capacity investments and growth in inventory in preparation for rapid growth in the coming quarter. In addition, approximately $17.6 million was invested in long term investments with maturities greater than a year.

Outlook:

We estimate that third quarter 2008 revenue will be $155 million to $170 million. Third quarter earnings are expected to range between $0.06 and $0.08 per diluted share. We expect non-GAAP earnings to range between $0.10 and $0.12 per diluted share. As of today, we are approximately 95% booked for the third quarter.

Additional Information Regarding June 30, 2008 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															Six Months Ended
	Q2 2008			Q1 2008			Change vs. Q1 2008			Q2 2007			Change vs. Q2 2007			Q2 2008			Q2 2007			Change vs. Q2 2007
Revenues	$	127.0		$	111.1			14.2	%	$	113.8			11.6	%	$	238.1		$	224.4			6.1	%
Gross Margin		34.6	%		34.6	%		0.0	%		26.5	%		8.1	%		34.6	%		28.8	%		5.8	%
Operating Income	$	2.1		$	2.7			-21.8	%	$	(0.5	)		528.2	%	$	4.7		$	4.4			7.2	%
Net Income	$	3.4		$	4.5			-24.9	%	$	1.4			149.0	%	$	7.8		$	7.7			1.3	%
Diluted EPS	$	0.02		$	0.03		$	(0.01	)	$	0.01		$	0.01		$	0.05		$	0.05		$	(0.00	)
NON-GAAP RESULTS A
	Three Months Ended															Six Months Ended
	Q2 2008			Q1 2008			Change vs. Q1 2008			Q2 2007			Change vs. Q2 2007			Q2 2008			Q2 2007			Change vs. Q2 2007
Gross Margin		37.0	%		35.5	%		1.5	%		27.2	%		9.8	%		36.3	%		29.4	%		6.9	%
Operating Income	$	8.3		$	5.1			64.1	%	$	1.6			412.9	%	$	13.4		$	8.3			61.7	%
Net Income	$	9.6		$	6.9			39.3	%	$	3.5			177.5	%	$	16.5		$	11.6			42.1	%
Diluted EPS	$	0.07		$	0.05		$	0.02		$	0.02		$	0.05		$	0.11		$	0.08		$	0.03

^A Excludes stock based compensation charges and charges associated with the acquisition of WJ Communications.

Key financial results for the Company for the second quarter ended June 30, 2008 are presented in the table below. TriQuint and WJ Communications results are reconciled to the consolidated results for the Company.

	TriQuint		WJ			Total
Revenues	$	121.4	$	5.6		$	127.0
Gross Profit	$	42.6	$	1.3		$	43.9
Operating Expenses	$	39.0	$	2.8		$	41.8
Net Income	$	5.0	$	(1.6	)	$	3.4

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 may dial (888) 813-6582 domestically or (706) 643-7082 internationally approximately ten minutes prior to the invitation of the teleconference using passcode 50642148. 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 50642148.

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 the charges associated with the acquisition of WJ Communications, 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 noncash charges related 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. Such forward-looking statements include statements regarding TriQuint’s anticipated earnings and revenues, expected non-GAAP operating expenses, the correlation between bookings and revenues. Actual results may vary materially from those expressed or implied in the statements herein or from historical results, due to changes in economic, business, competitive, technological and/or regulatory factors, including TriQuint’s performance; demand for TriQuint’s products; ability to develop new products, improve yields, maintain product pricing and reduce costs; ability to win customers and continue to provide expected levels of inventory to them; and market conditions. 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. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

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.

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: steve.buhaly@tqs.com	Email: heidi.flannery@ficomm.com

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	June 30, 2008		March 31, 2008		December 31, 2007
Assets
Current assets:
Cash, cash equivalents and investments	$	98,320	$	219,357	$	203,501
Accounts receivable, net		80,380		62,817		73,185
Inventories		109,675		73,173		67,231
Other current assets		31,908		23,650		15,668
Total current assets		320,283		378,997		359,585
Property, plant and equipment, net		247,973		210,249		204,553
Other, net		99,591		21,928		22,323
Total assets	$	667,847	$	611,174	$	586,461
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	91,346	$	67,173	$	46,602
Other accrued liabilities		15,989		6,196		9,875
Total current liabilities		107,335		73,369		56,477
Long term income tax liability		10,520		10,439		10,193
Other long-term liabilities		14,857		5,194		4,943
Total liabilities		132,712		89,002		71,613
Stockholders’ equity		535,135		522,172		514,848
Total liabilities and stockholders’ equity	$	667,847	$	611,174	$	586,461

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended									Six Months Ended
	June 30, 2008			March 31, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Revenues		126,957			111,138		$	113,771		$	238,095		$	224,374
Cost of goods sold		83,042			72,692			83,603			155,734			159,815
Gross profit		43,915			38,446			30,168			82,361			64,559
Operating expenses:
Research, development and engineering		21,664			19,943			15,040			41,607			29,368
Selling, general and administrative		18,758			16,281			15,623			35,039			30,689
In-process research and development		1,400			—			—			1,400			—
(Gain) loss on disposal of equipment		16			(433	)		(10	)		(417	)		86
Total operating expenses		41,838			35,791			30,653			77,629			60,143
Operating income		2,077			2,655			(485	)		4,732			4,416
Other income (expense):
Interest income		1,115			2,001			1,928			3,116			5,365
Interest expense		(10	)		(4	)		(5	)		(14	)		(1,636	)
Foreign currency gain		399			180			129			579			195
Recovery of impairment		—			105			—			105			—
Other, net		18			1			(2	)		19			33
Other income, net		1,522			2,283			2,050			3,805			3,957
Income before income tax		3,599			4,938			1,565			8,537			8,373
Income tax expense		235			458			214			693			626
Net Income	$	3,364		$	4,480		$	1,351		$	7,844		$	7,747
Per Share Data
Basic per share net income	$	0.02		$	0.03		$	0.01		$	0.05		$	0.06
Diluted per share net income	$	0.02		$	0.03		$	0.01		$	0.05		$	0.05
Weighted-average shares outstanding:
Basic		143,712			142,973			139,666			143,332			139,150
Diluted		146,888			144,737			142,183			145,761			141,536

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2008		March 31, 2008		June 30, 2007		June 30, 2008		June 30, 2007
Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	65.4	%	65.4	%	73.5	%	65.4	%	71.2	%
Gross profit	34.6	%	34.6	%	26.5	%	34.6	%	28.8	%
Operating expenses:
Research, development and engineering	17.1	%	18.0	%	13.2	%	17.5	%	13.1	%
Selling, general and administrative	14.8	%	14.6	%	13.7	%	14.7	%	13.7	%
In-process research and development	1.1	%	—		—		0.6	%	—
(Gain) loss on disposal of equipment	0.0	%	-0.4	%	-0.0	%	-0.2	%	0.0	%
Total operating expenses	33.0	%	32.2	%	26.9	%	32.6	%	26.8	%
Operating income	1.6	%	2.4	%	-0.4	%	2.0	%	2.0	%
Other income (expense):
Interest income	0.9	%	1.8	%	1.7	%	1.3	%	2.4	%
Interest expense	-0.0	%	-0.0	%	-0.0	%	-0.0	%	-0.7	%
Foreign currency gain	0.3	%	0.1	%	0.1	%	0.2	%	0.1	%
Recovery of impairment	—		0.1	%	—		0.1	%	—
Other, net	0.0	%	0.0	%	-0.0	%	0.0	%	0.0	%
Other income, net	1.2	%	2.0	%	1.8	%	1.6	%	1.8	%
Income before income tax	2.8	%	4.4	%	1.4	%	3.6	%	3.8	%
Income tax expense	0.2	%	0.4	%	0.2	%	0.3	%	0.3	%
Net Income	2.6	%	4.0	%	1.2	%	3.3	%	3.5	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended															Six Months Ended
	June 30, 2008					March 31, 2008					June 30, 2007					June 30, 2008					June 30, 2007
				(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT	$	43,915		34.6	%	$	38,446		34.6	%	$	30,168		26.5	%	$	82,361		34.6	%	$	64,559		28.8	%
Adjustment for equity compensation charges		1,099		0.9	%		986		0.9	%		784		0.7	%		2,085		0.9	%		1,359		0.6	%
Adjustment for charges associated with the purchase of WJ Communications
Amortization of intangible assets		272		0.2	%		—		0.0	%		—		0.0	%		272		0.1	%		—		0.0	%
Increase in value of inventory		1,706		1.3	%		—		0.0	%		—		0.0	%		1,706		0.7	%		—		0.0	%
NON-GAAP GROSS PROFIT	$	46,992		37.0	%	$	39,432		35.5	%	$	30,952		27.2	%	$	86,424		36.3	%	$	65,918		29.4	%
GAAP OPERATING EXPENSES	$	41,838		33.0	%	$	35,791		32.2	%	$	30,653		26.9	%	$	77,629		32.6	%	$	60,143		26.8	%
Adjustment for equity compensation charges		(1,677	)	-1.3	%		(1,415	)	-1.3	%		(1,319	)	-1.1	%		(3,092	)	-1.3	%		(2,482	)	-1.1	%
Adjustment for charges associated with the purchase of WJ Communications
Amortization of intangible assets		(68	)	-0.1	%		—		0.0	%		—		0.0	%		(68	)	0.0	%		—		0.0	%
In-process research and development		(1,400	)	-1.1	%		—		0.0	%		—		0.0	%		(1,400	)	-0.6	%		—		0.0	%
NON-GAAP OPERATING EXPENSES	$	38,693		30.5	%	$	34,376		30.9	%	$	29,334		25.8	%	$	73,069		30.7	%	$	57,661		25.7	%
GAAP OPERATING INCOME	$	2,077		1.6	%	$	2,655		2.4	%	$	(485	)	-0.4	%	$	4,732		2.0	%	$	4,416		2.0	%
Adjustment for equity compensation charges		2,776		2.2	%		2,401		2.2	%		2,103		1.7	%		5,177		2.2	%		3,841		1.7	%
Adjustment for charges associated with the purchase of WJ Communications		3,446		2.7	%		—		0.0	%		—		0.0	%		3,446		1.4	%		—		0.0	%
NON-GAAP OPERATING INCOME	$	8,299		6.5	%	$	5,056		4.6	%	$	1,618		1.4	%	$	13,355		5.6	%	$	8,257		3.7	%
GAAP NET INCOME	$	3,364		2.6	%	$	4,480		4.0	%	$	1,351		1.2	%	$	7,844		3.3	%	$	7,747		3.5	%
Adjustment for equity compensation charges		2,776		2.2	%		2,401		2.2	%		2,103		1.7	%		5,177		2.2	%		3,841		1.7	%
Adjustment for charges associated with the purchase of WJ Communications		3,446		2.7	%		—		0.0	%		—		0.0	%		3,446		1.4	%		—		0.0	%
NON-GAAP NET INCOME	$	9,586		7.5	%	$	6,881		6.2	%	$	3,454		3.0	%	$	16,467		6.9	%	$	11,588		5.2	%
GAAP DILUTED EARNINGS PER SHARE	$	0.02				$	0.03				$	0.01				$	0.05				$	0.05
Adjustment for equity compensation charges		0.02					0.02					0.01					0.04					0.03
Adjustment for charges associated with the purchase of WJ Communications		0.03					—					—					0.02					—
NON-GAAP DILUTED EARNINGS PER SHARE	$	0.07				$	0.05				$	0.02				$	0.11				$	0.08
GAAP COMMON SHARES ASSUMING DILUTION		146,888					144,737					142,183					145,761					141,536
Adjustment for equity compensation charges		530					253					788					281					748
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION		147,418					144,990					142,971					146,042					142,284