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 11, 2009

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 11, 2009, TriQuint Semiconductor, Inc. issued a press release announcing results for the three months and year ended December 31, 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 February 11, 2009

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: February 11, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated February 11, 2009

EX-99.1

Exhibit 99.1

PRESS RELEASE

TRIQUINT ANNOUNCES FOURTH QUARTER AND FULL YEAR 2008 RESULTS

HILLSBORO, OR (USA) – February 11, 2009 – TriQuint Semiconductor, Inc (NASDAQ: TQNT), a supplier of high performance products for wireless communications, announces its financial results for the quarter and year ended December 31, 2008, including the following highlights:

• Annual revenue grew 21%; quarterly revenue grew 16% over Q4 2007

• Annual 3G revenue grew 254%

• Annual WLAN revenue grew 51%

• Generated operating cash flow of $33.5 million in the fourth quarter

• Launched our second generation TRITIUM Module™ family, offering a 30% size reduction and improved performance for multi-band CDMA Phones

• Announced revolutionary PowerBand™ Technology and new RF transistor family for broadband applications

• Awarded a $4.5 million contract by the Office of Naval Research

• Honored by Raytheon’s Space and Airborne Systems division with its top, Four-Star Supplier Excellence Award, and received 2008 Supplier-of-the-Year award from ZTE Corporation.

Commenting on the results for the year and quarter ended December 31, 2008, Ralph Quinsey, President and Chief Executive Officer, stated “In 2008 TriQuint delivered another solid growth year in spite of dramatic economic slowing in Q4. Inventory reductions throughout the supply chain will have a dampening impact on Q1 revenue while strong design-wins and market share gains position us well for Q2 and beyond. We are aggressively managing expenses but low utilization due to existing inventory levels will put pressure on gross margins until Q2 when supply and demand should be better aligned. Our healthy cash balance and absence of debt allow us to stay focused on opportunities. During this challenging business climate TriQuint will deliver innovation and operational efficiency, creating value out of adversity. TriQuint will emerge as a stronger company.”

Summary Financial Results for the Quarter and Year Ended December 31, 2008:

Revenue for the fourth quarter of 2008 was $149.0 million, up 16% from the fourth quarter of 2007 and a decrease of 20% sequentially following a very strong Q3. Revenue for the year ended 2008 was $573.4 million, up 21% from the year ended 2007. Strong growth in 3G handset products combined with revenue from WJ Communications, which we acquired in the second quarter, drove the increase.

Net loss for the fourth quarter of 2008 was $33.8 million, or ($0.23) per share which includes $35.8 million of impairment charges. Net loss for the year ended 2008 was $14.1 million or ($0.10) per share. Non-GAAP net income for the fourth quarter was $6.6 million or $0.05 per diluted share. Non-GAAP financial measures exclude stock based compensation charges, certain impairment 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. Non-GAAP net income for the year ended 2008 was $40.2 million or $0.27 per diluted share compared with $39.5 million or $0.27 per diluted share for the year ended 2007.

Gross margin for the fourth quarter of 2008 was 30.1%, down from 31.4% in the quarter ended September 30, 2008. On a non-GAAP basis, gross margin was 31.5%, down from a non-GAAP gross margin of 33.0% in the prior quarter. Gross margin decreased due to lower utilization in the factories and higher inventory reserves. Gross margin for the year ended 2008 was 32.4%, an increase from gross margin of 31.8% for the year ended 2007.

Operating expenses for the fourth quarter of 2008 were $75.9 million, or 50.9% of revenue. Included in operating expenses for the fourth quarter of 2008 were $33.9 million of charges relating to the impairment of goodwill. Non-GAAP operating expenses for the quarter were $39.9 million or 27.1% of revenue, a decrease of 10% from the prior quarter. Operating expenses for the year ended 2008 were $199.8 million compared with $135.1 million for the year ended 2007. Non-GAAP operating expenses for the year ended 2008 were $156.9 million, an increase of 28% from the year ended 2007. Excluding non-GAAP operating expenses for WJ Communications, the increase was 21%.

Cash, cash equivalents and short-term investments were $86.1 million as of December 31, 2008, an increase of $5.9 million from September 30, 2008. Investments with a maturity between one and two years were $15.9 million. During the quarter, the company paid down the $13.0 million balance on its revolving loan.

Outlook:

The Company estimates that first quarter 2009 revenue will be between $110.0 million and $120.0 million. First quarter net loss is expected to range between ($0.10) and ($0.14) per share and non-GAAP loss is expected to range between ($0.07) and ($0.11) per share. As of today the Company is 90% booked to the midpoint of revenue guidance for the first quarter. The Company is not guiding for full year performance due to the uncertainty caused by the current economy but expects 2009 to be a moderate revenue growth year.

Additional Information Regarding December 31, 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															Year Ended
	Q4 2008			Q3 2008			Change vs. Q3 2008			Q4 2007			Change vs. Q4 2007			Q4 2008			Q4 2007			Change vs. Q4 2007
Revenue	$	149.0		$	186.3			-20.0	%	$	128.5			16.0	%	$	573.4		$	475.8			20.5	%
GM		30.1	%		31.4	%		-1.3	%		36.7	%		-6.6	%		32.4	%		31.8	%		0.6	%
Op Income	$	(31.1	)	$	12.3			-352.8	%	$	11.8			-363.6	%	$	(14.1	)	$	16.2			-187.0	%
Net Income	$	(33.8	)	$	11.8			-386.4	%	$	13.8			-344.9	%	$	(14.1	)	$	23.4			-160.3	%
Diluted EPS	$	(0.23	)	$	0.08		$	(0.31	)	$	0.10		$	(0.33	)	$	(0.10	)	$	0.16		$	(0.26	)
NON-GAAP RESULTS A
	Three Months Ended															Year Ended
	Q4 2008			Q3 2008			Change vs. Q3 2008			Q4 2007			Change vs. Q4 2007			Q4 2008			Q4 2007			Change vs. Q4 2007
GM		31.5	%		33.0	%		-1.5	%		37.6	%		-6.1	%		33.9	%		32.5	%		1.6	%
Op Income	$	7.2		$	17.5			-58.9	%	$	14.1			-48.9	%	$	38.0		$	32.3			17.6	%
Net Income	$	6.6		$	17.1			-61.4	%	$	16.1			-59.0	%	$	40.2		$	39.5			1.8	%
Diluted EPS	$	0.05		$	0.12		$	(0.07	)	$	0.11		$	(0.06	)	$	0.27		$	0.27		$	0.00

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

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 80519580. 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 80519580.

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, certain impairment charges and certain 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.

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 the effect of inventory reductions in our industry’s supply chain, and of our design wins, market share gains and market diversity upon our future results, TriQuint’s anticipated net loss and revenues, expected non-GAAP net income and 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, increase our market share and continue to provide expected levels of inventory to customers; inventory levels in our markets 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 mobile phone 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, laptops, GPS/PND, base stations, broadband communications and military. TriQuint is also lead researcher in a multi-year DARPA program to develop advanced gallium nitride (GaN) amplifiers. TriQuint, as named by Strategy Analytics in August 2008, 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 receive new product information and to register for our newsletters.

Steve Buhaly	Heidi A. Flannery	Media Contact: Brandi Frye
VP of Finance & Administration, CFO	Investor Relations Counsel	Director, Marketing Comms
TriQuint Semiconductor, Inc	Fi. Comm	TriQuint Semiconductor, Inc.
Tel: +1.503.615.9401	Tel: +1.541.322.0230	Tel: +1.503.615.9488
E-mail: sbuhaly@tqs.com	E-Mail: heidi.flannery@ficomm.com	E-mail: bfrye@tqs.com

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	December 31, 2008		September 30, 2008		December 31, 2007
Assets
Current assets:
Cash, cash equivalents and investments	$	86,077	$	80,214	$	203,501
Accounts receivable, net		78,419		113,956		73,185
Inventories		108,068		107,244		67,231
Other current assets		23,399		28,268		15,668
Total current assets		295,963		329,682		359,585
Property, plant and equipment, net		264,250		255,606		204,553
Other, net		58,628		96,558		22,323
Total assets	$	618,841	$	681,846	$	586,461
Liabilities and Stockholders’ Equity
Current liabilities:
Line of credit	$	—	$	13,048	$	—
Accounts payable and accrued expenses		56,556		75,531		46,602
Other accrued liabilities		12,775		15,547		9,875
Total current liabilities		69,331		104,126		56,477
Long term income tax liability		10,676		10,537		10,193
Other long-term liabilities		12,294		14,176		4,943
Total liabilities		92,301		128,839		71,613
Stockholders’ equity		526,540		553,007		514,848
Total liabilities and stockholders’ equity	$	618,841	$	681,846	$	586,461

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended									Year Ended
	December 31, 2008			September 30, 2008			December 31, 2007			December 31, 2008			December 31, 2007
Revenues	$	148,989		$	186,347		$	128,484		$	573,431		$	475,776
Cost of goods sold		104,142			127,787			81,305			387,664			324,476
Gross profit		44,847			58,560			47,179			185,767			151,300
Operating expenses:
Research, development and engineering		24,634			25,234			19,461			91,475			65,361
Selling, general and administrative		17,426			21,148			15,922			73,613			61,993
Impairment of goodwill		33,871			—			—			33,871			—
In-process research and development		—			—			—			1,400			7,600
Loss (gain) on disposal of equipment		4			(101	)		39			(514	)		127
Total operating expenses		75,935			46,281			35,422			199,845			135,081
Operating (loss) income		(31,088	)		12,279			11,757			(14,078	)		16,219
Other income (expense):
Interest income		478			603			2,336			4,197			9,928
Interest expense		(400	)		(134	)		(4	)		(548	)		(1,646	)
Foreign currency gain		18			136			70			733			343
(Impairment)/recovery of investment		(1,902	)		—			—			(1,797	)		—
Other, net		16			19			(4	)		54			80
Other (expense) income, net		(1,790	)		624			2,398			2,639			8,705
(Loss) income before income tax		(32,878	)		12,903			14,155			(11,439	)		24,924
Income tax expense		957			1,060			386			2,710			1,530
Net (loss) income	$	(33,835	)	$	11,843		$	13,769		$	(14,149	)	$	23,394
Per Share Data
Basic per share net income	$	(0.23	)	$	0.08		$	0.10		$	(0.10	)	$	0.17
Diluted per share net income	$	(0.23	)	$	0.08		$	0.10		$	(0.10	)	$	0.16
Weighted-average shares outstanding:
Basic		146,298			145,029			141,709			144,518			140,189
Diluted		146,298			148,082			144,701			144,518			142,490

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Year Ended
	December 31, 2008		September 30, 2008		December 31, 2007		December 31, 2008		December 31, 2007
Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	69.9	%	68.6	%	63.3	%	67.6	%	68.2	%
Gross profit	30.1	%	31.4	%	36.7	%	32.4	%	31.8	%
Operating expenses:
Research, development and engineering	16.5	%	13.5	%	15.2	%	16.0	%	13.8	%
Selling, general and administrative	11.7	%	11.3	%	12.4	%	12.8	%	13.0	%
Impairment of goodwill	22.7	%	—		—		5.9	%	—
In-process research and development	—		—		—		0.2	%	1.6	%
Loss (gain) on disposal of equipment	0.0	%	-0.1	%	0.0	%	-0.1	%	0.0	%
Total operating expenses	50.9	%	24.7	%	27.6	%	34.8	%	28.4	%
Operating (loss) income	-20.8	%	6.7	%	9.1	%	-2.4	%	3.4	%
Other income (expense):
Interest income	0.3	%	0.3	%	1.9	%	0.7	%	2.1	%
Interest expense	-0.2	%	-0.1	%	0.0	%	-0.1	%	-0.3	%
Foreign currency gain	0.0	%	0.1	%	0.0	%	0.1	%	0.0	%
Recovery of impairment	-1.3	%	—		—		-0.3	%	—
Other, net	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
Other (expense) income, net	-1.2	%	0.3	%	1.9	%	0.4	%	1.8	%
(Loss) income before income tax	-22.0	%	7.0	%	11.0	%	-2.0	%	5.2	%
Income tax expense	0.6	%	0.6	%	0.3	%	0.5	%	0.3	%
Net (loss) income	-22.6	%	6.4	%	10.7	%	-2.5	%	4.9	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended															Year Ended
	December 31, 2008					September 30, 2008					December 31, 2007					December 31, 2008					December 31, 2007
	(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT	$	44,847		30.1	%	$	58,560		31.4	%	$	47,179		36.7	%	$	185,767		32.4	%	$	151,300		31.8	%
Adjustment for equity compensation charges		1,090		0.7	%		1,163		0.6	%		1,079		0.8	%		4,338		0.7	%		3,170		0.7	%
Adjustment for charges associated with acquisitions
Amortization of intangible assets		796		0.5	%		814		0.4	%		—		0.0	%		1,882		0.3	%		—		0.0	%
Increase in value of inventory		287		0.2	%		966		0.5	%		—		0.0	%		2,959		0.5	%		—		0.0	%
NON-GAAP GROSS PROFIT	$	47,020		31.5	%	$	61,503		33.0	%	$	48,258		37.5	%	$	194,946		33.9	%	$	154,470		32.5	%
GAAP OPERATING EXPENSES	$	75,935		50.9	%	$	46,281		24.7	%	$	35,422		27.6	%	$	199,845		34.8	%	$	135,081		28.4	%
Adjustment for equity compensation charges		(2,008	)	-1.2	%		(2,064	)	-1.0	%	$	(1,226	)	-1.0	%		(7,164	)	-1.2	%		(5,318	)	-1.1	%
Adjustment for impairment of goodwill		(33,871	)	-22.5	%		—		0	%		—		0	%		(33,871	)	-5.9	%		—		0	%
Adjustment for charges associated with acquisitions
Amortization of intangible assets		(205	)	-0.1	%		(205	)	-0.1	%		—		0.0	%		(478	)	-0.1	%		—		0.0	%
In-process research and development		—		0.0	%		—		0.0	%		—		0.0	%		(1,400	)	-0.2	%		(7,600	)	-1.6	%
NON-GAAP OPERATING EXPENSES	$	39,851		27.1	%	$	44,012		23.6	%	$	34,196		26.6	%	$	156,932		27.4	%	$	122,163		25.7	%
GAAP OPERATING (LOSS) INCOME	$	(31,088	)	-20.8	%	$	12,279		6.7	%	$	11,757		9.1	%	$	(14,078	)	-2.4	%	$	16,219		3.4	%
Adjustment for equity compensation charges		3,098		2.1	%		3,227		1.7	%		2,305		1.8	%		11,502		1.9	%		8,488		1.8	%
Adjustment for impairment of goodwill		33,871		22.6	%		—		0	%		—		0	%		33,871		5.9	%		—		0	%
Adjustment for charges associated with the purchase of WJ Communications		1,288		0.9	%		1,985		1.1	%		—		0.0	%		6,719		1.3	%		7,600		1.6	%
NON-GAAP OPERATING INCOME	$	7,169		4.8	%	$	17,491		9.5	%	$	14,062		10.9	%	$	38,014		6.7	%	$	32,307		6.8	%
GAAP NET (LOSS) INCOME	$	(33,835	)	-22.6	%	$	11,843		6.4	%	$	13,769		10.7	%	$	(14,149	)	-2.5	%	$	23,394		4.9	%
Adjustment for equity compensation charges		3,098		2.1	%		3,227		1.7	%		2,305		1.8	%		11,502		1.9	%		8,488		1.8	%
Adjustment for impairment charges		35,773		23.9	%		—		0	%		—		0	%		35,773		6.2	%		—		0	%
Adjustment for charges associated with the purchase of WJ Communications		1,598		1.1	%		1,985		1.1	%		—		0.0	%		7,029		1.3	%		7,600		1.6	%
NON-GAAP NET INCOME	$	6,634		4.5	%	$	17,055		9.2	%	$	16,074		12.5	%	$	40,155		6.9	%	$	39,482		8.3	%
GAAP DILUTED (LOSS) EARNINGS PER SHARE	$	(0.23	)			$	0.08				$	0.10				$	(0.10	)			$	0.16
Adjustment for equity compensation charges		0.03					0.02					0.01					0.08					0.06
Adjustment for impairment charges		0.24					—					—					0.24					—
Adjustment for charges associated with the purchase of WJ Communications		0.01					0.02					—					0.05					0.05
NON-GAAP DILUTED EARNINGS PER SHARE	$	0.05				$	0.12				$	0.11				$	0.27				$	0.27
GAAP COMMON SHARES ASSUMING DILUTION		146,298					148,082					144,701					144,518					142,490
Adjustment for equity compensation charges		237					20					1,216					2,368					346
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION		146,535					148,102					145,917					146,886					142,836