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)

April 28, 2010

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 April 28, 2010, TriQuint Semiconductor, Inc. issued a press release announcing results for the three months ended April 3, 2010. 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 April 28, 2010

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: April 28, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TriQuint Semiconductor, Inc. dated April 28, 2010

EX-99.1

Exhibit 99.1

N  E  W  S    R  E  L  E  A  S  E

TRIQUINT ANNOUNCES FIRST QUARTER 2010 RESULTS

HILLSBORO, OREGON (USA) – April 28, 2010 – TriQuint Semiconductor, Inc (NASDAQ: TQNT), a leading RF front-end product and foundry services provider, announces its financial results for the quarter ended April 3, 2010, including the following highlights:

• Revenue for the first quarter was $180.8 million, up 52% from Q1’09

• Networks quarterly revenue grew 27% sequentially

• First quarter gross margin improved to 37.9% and 39.0% on a non-GAAP basis

• Net income for the quarter was $13.7 million or $0.09 per share

• Non-GAAP net income was $18.7 million or $0.12 per share

• Earned “Supplier of the Year” from ZTE Corporation for the 3rd consecutive year

• Named one of China Electronics News’ top 10 most popular semiconductor brands in China

• Key component of the fiber system powering Europe’s first 100 Gb/s link

Commenting on the results for the quarter ended April 3, 2010, Ralph Quinsey, President and Chief Executive Officer, stated “This was another great quarter for TriQuint, with strong growth in revenue and earnings and excellent first quarter gross margins. These results are a healthy start to 2010, our 25^th anniversary year. We are seeing a broad rebound in our networks market and continued strong smartphone demand. I see 2010 as another solid growth year for TriQuint.”

Summary Financial Results for the Quarter Ended April 3, 2010:

Revenue for the first quarter of 2010 was $180.8 million, up 52% from the first quarter of 2009. All markets enjoyed year over year revenue growth with Mobile Devices revenue growing 63% and Networks revenue growing 42%.

Net income for the first quarter of 2010 was $13.7 million, or $0.09 per diluted share. Non-GAAP net income for the first quarter was $18.7 million, or $0.12 per diluted share. Non-GAAP financial measures exclude stock based compensation charges and certain charges associated with acquisitions. Please see the attached supplemental schedule for a reconciliation of GAAP to non-GAAP financial measures.

Gross margin for the first quarter of 2010 was 37.9%, up from 19.6% in the first quarter of 2009. On a non-GAAP basis, gross margin was 39.0%, up from 21.0% in the first quarter of 2009. Gross margin increased due to an improved product sales mix and solid factory utilization.

Operating expenses for the first quarter of 2010 were $55.3 million, or 30.6% of revenue, up from $40.0 million, or 33.7% of revenue in the first quarter of 2009. Non-GAAP operating expenses for the quarter were $52.4 million or 29.0% of revenue, up significantly from the first quarter of 2009 where short-term cost controls were in place.

Inventory turns were 4.9 and DSO was 50 days for the first quarter of 2010. Cash, cash equivalents, and investments increased to $159.6 million or $1.00 per diluted share during the quarter.

Outlook:

The Company believes second quarter revenue will be between $200 million and $210 million, up over 13% sequentially. The Company expects continued solid demand in our networks market and strong factory utilization will lead to a non GAAP gross margin of about 40%. Non GAAP operating expenses are expected to grow to between $57 million and $58 million. Second quarter net income is expected to grow over 28% sequentially to $0.15 on a non-GAAP basis. As of today, the Company is 92% booked to the midpoint of our revenue guidance.

Additional Information Regarding April 3, 2010 Results:

GAAP and non-GAAP financial measures are presented in the tables below (in millions, except for percentage and per share information). Non-GAAP financial measures are reconciled to the corresponding GAAP financial measures in the financial statement portion of this press release.

GAAP RESULTS
	Q1 2010			Q4 2009			Change vs. Q4 2009			Q1 2009			Change vs. Q1 2009
Revenue	$	180.8		$	193.3			-6	%	$	118.9			52	%
GM		37.9	%		37.4	%		0.5	%		19.6	%		18.3	%
Op Income (Loss)	$	13.2		$	18.3			-28	%	$	(16.7	)		179	%
Net Income (Loss)	$	13.7		$	17.5			-22	%	$	(15.6	)		188	%
Diluted EPS	$	0.09		$	0.11		$	(0.02	)	$	(0.11	)	$	0.20

NON-GAAP RESULTS A
	Q1 2010			Q4 2009			Change vs. Q4 2009			Q1 2009			Change vs. Q1 2009
Revenue	$	180.8		$	193.3			-6	%	$	118.9			52	%
GM		39.0	%		38.4	%		0.6	%		21.0	%		18.0	%
Op Income (Loss)	$	18.1		$	23.3			-22	%	$	(12.3	)		247	%
Net Income (Loss)	$	18.7		$	22.6			-17	%	$	(11.0	)		270	%
Diluted EPS	$	0.12		$	0.14		$	(0.02	)	$	(0.07	)	$	0.19

^A Excludes stock based compensation charges and certain charges associated with acquisitions.

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 64261416. The call can also be heard via webcast accessed through the “Investors” section of TriQuint’s web site: www.triquint.com. A digital replay of the conference call will be available until midnight on May 5, 2010 from the Investors section of the Company’s website at: www.triquint.com/investors/events.

Non-GAAP Financial Measures:

This press release provides financial measures for net income, diluted earnings per share, gross margin, operating expenses, operating income, net income and diluted earnings per share that exclude equity compensation expense and certain charges associated with acquisitions, 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. These forward-looking statements include statements regarding an expected rebound in our networks market, continued strong smartphone demand and strong factory utilization, and TriQuint’s anticipated revenues and non-GAAP gross margins, operating expenses and net income. 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 risk factors described in our filings with the Securities and Exchange Commission to be a complete statement of all potential risks and uncertainties.

Facts About TriQuint

TriQuint Semiconductor (NASDAQ: TQNT) celebrates its 25th anniversary in 2010 as a leading global provider of innovative RF solutions and foundry services for the world’s leading communications, defense and aerospace companies. People and organizations around the world need real-time, all-the-time connections; TriQuint products help reduce the cost and increase the performance of connected mobile devices and the networks that deliver critical voice, data and video communications. With the industry’s broadest technology portfolio, recognized R&D leadership, and expertise in high-volume manufacturing, TriQuint creates standard and custom products using gallium arsenide (GaAs), gallium nitride (GaN), surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies. The company has ISO9001-certified manufacturing facilities in the U.S., production in Costa Rica, and design centers in North America and Germany. For more information, visit www.triquint.com.

TriQuint: Connecting the Digital World to the Global Network^®

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	April 3, 2010		December 31, 2009		March 28, 2009
Assets
Current assets:
Cash, cash equivalents and investments	$	157,575	$	153,935	$	92,245
Accounts receivable, net		99,133		88,090		80,312
Inventories		92,237		89,964		88,507
Other current assets		33,529		26,695		26,491
Total current assets		382,474		358,684		287,555
Property, plant and equipment, net		277,142		275,985		268,231
Other, net		45,699		45,372		47,736
Total assets	$	705,315	$	680,041	$	603,522
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	77,435	$	70,547	$	56,112
Other accrued liabilities		11,482		12,176		13,180
Total current liabilities		88,917		82,723		69,292
Long term income tax liability		8,978		10,077		9,623
Other long-term liabilities		8,887		10,079		10,933
Total liabilities		106,782		102,879		89,848
Stockholders’ equity		598,533		577,162		513,674
Total liabilities and stockholders’ equity	$	705,315	$	680,041	$	603,522

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	April 3, 2010			December 31, 2009			March 28, 2009
Revenues	$	180,838		$	193,336		$	118,947
Cost of goods sold		112,339			121,067			95,649
Gross profit		68,499			72,269			23,298
Operating expenses:
Research, development and engineering		30,779			30,474			23,222
Selling, general and administrative		24,481			23,469			16,812
Total operating expenses		55,260			53,943			40,034
Operating income (loss)		13,239			18,326			(16,736	)
Other (expense) income:
Interest income		111			127			342
Interest expense		(204	)		(260	)		(318	)
Foreign currency loss		(215	)		(138	)		(75	)
Impairment of investment		—			(116	)		—
Other, net		5			68			377
Other (expense) income, net		(303	)		(319	)		326
Income (loss) before income tax		12,936			18,007			(16,410	)
Income tax (benefit) expense		(773	)		530			(766	)
Net income (loss)	$	13,709		$	17,477		$	(15,644	)
Per Share Data
Basic per share net income (loss)	$	0.09		$	0.11		$	(0.11	)
Diluted per share net income (loss)	$	0.09		$	0.11		$	(0.11	)
Weighted-average shares outstanding:
Basic		153,554			152,475			147,356
Diluted		159,499			157,696			147,356

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	April 3, 2010		December 31, 2009		March 28, 2009
Revenues	100.0	%	100.0	%	100.0	%
Cost of goods sold	62.1	%	62.6	%	80.4	%
Gross profit	37.9	%	37.4	%	19.6	%
Operating expenses:
Research, development and engineering	17.0	%	15.7	%	19.5	%
Selling, general and administrative	13.6	%	12.2	%	14.1	%
Total operating expenses	30.6	%	27.9	%	33.7	%
Operating income (loss)	7.3	%	9.5	%	-14.1	%
Other income (expense):
Interest income	0.1	%	0.1	%	0.3	%
Interest expense	-0.1	%	-0.1	%	-0.3	%
Foreign currency loss	-0.1	%	-0.1	%	-0.1	%
Impairment of investment	—		-0.1	%	—
Other, net	0.0	%	0.0	%	0.4	%
Other (expense) income, net	-0.1	%	-0.2	%	0.3	%
Income (loss) before income tax	7.2	%	9.3	%	-13.8	%
Income tax (benefit) expense	-0.4	%	0.3	%	-0.6	%
Net income (loss)	7.6	%	9.0	%	-13.2	%

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	April 3, 2010					December 31, 2009					March 28, 2009
	(% of revenues)					(% of revenues)					(% of revenues)
GAAP GROSS PROFIT	$	68,499		37.9	%	$	72,269		37.4	%	$	23,298		19.6	%
Adjustment for stock based compensation charges		957		0.5	%		961		0.5	%		648		0.5	%
Adjustment for charges associated with acquisitions
Amortization of intangible assets		1,020		0.6	%		1,021		0.5	%		808		0.7	%
Increase in value of inventory		—		0.0	%		—		0.0	%		253		0.2	%
NON-GAAP GROSS PROFIT	$	70,476		39.0	%	$	74,251		38.4	%		25,007		21.0	%
GAAP OPERATING EXPENSES	$	55,260		30.6	%	$	53,943		27.9	%		40,034		33.7	%
Adjustment for stock based compensation charges		(2,695	)	-1.5	%		(2,714	)	-1.4	%		(2,496	)	-2.1	%
Adjustment for charges associated with acquisitions														0.0	%
Amortization of intangible assets		(202	)	-0.1	%		(239	)	-0.1	%		(205	)	-0.2	%
In-process research and development		—		0.0	%		—		0.0	%		—		0.0	%
NON-GAAP OPERATING EXPENSES	$	52,363		29.0	%	$	50,990		26.4	%		37,333		31.4	%
GAAP OPERATING INCOME (LOSS)	$	13,239		7.3	%	$	18,326		9.5	%		(16,736	)	-14.1	%
Adjustment for stock based compensation charges		3,652		2.0	%		3,676		1.9	%		3,144		2.6	%
Adjustment for charges associated with acquisitions		1,222		0.7	%		1,260		0.6	%		1,266		1.1	%
NON-GAAP OPERATING INCOME (LOSS)	$	18,113		10.0	%	$	23,262		12.0	%		(12,326	)	-10.4	%
GAAP NET INCOME (LOSS)	$	13,709		7.6	%	$	17,477		9.0	%		(15,644	)	-13.2	%
Adjustment for stock based compensation charges		3,652		2.0	%		3,676		1.9	%		3,144		2.6	%
Adjustment for charges associated with acquisitions		1,373		0.8	%		1,464		0.8	%		1,532		1.4	%
NON-GAAP NET INCOME (LOSS)	$	18,734		10.4	%	$	22,617		11.7	%		(10,968	)	-9.2	%
GAAP DILUTED EARNINGS (LOSS) PER SHARE	$	0.09				$	0.11				$	(0.11	)
Adjustment for stock based compensation charges		0.02					0.02					0.02
Adjustment for charges associated with acquisitions		0.01					0.01					0.02
NON-GAAP DILUTED EARNINGS (LOSS) PER SHARE	$	0.12				$	0.14				$	(0.07	)
GAAP COMMON SHARES ASSUMING DILUTION	$	159,499				$	157,696				$	147,356
Adjustment for equity compensation charges		1,281					1,386					—
COMMON SHARES ASSUMING DILUTION EXCLUDING EQUITY COMPENSATION	$	160,780				$	159,082				$	147,356