SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 14, 2003 Analog Devices, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 1-7819 04-2348234 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) One Technology Way, Norwood, MA 02062 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 329-4700 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report)

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 14, 2003, Analog Devices, Inc. announced its financial results for the quarter ended August 2, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE 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. Date: August 14, 2003 ANALOG DEVICES, INC. By: /s/ Joseph E. McDonough ----------------------------------- Joseph E. McDonough Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated August 14, 2003

Exhibit 99.1 FOR RELEASE: AUGUST 14, 2003 4:00 P.M. EST ANALOG DEVICES REPORTS INCREASED REVENUE AND PROFITS FOR THIRD QUARTER OF FISCAL YEAR 2003 Norwood, MA -- Analog Devices (NYSE: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced revenues of $520.4 million for the third quarter of fiscal 2003, which ended August 2. Revenues increased 17% from the third quarter of fiscal 2002 and 4% from the second quarter of fiscal 2003. The quarter's diluted earnings per share (EPS) under generally accepted accounting principles (GAAP) increased to $0.21, up from $0.08 in the same period a year ago and $0.19 in the previous quarter. Gross margins increased sequentially to 55.1% of sales, up from 54.5% of sales in the second quarter of fiscal 2003. Operating income increased to 19.2% of sales in the third quarter of fiscal 2003, up from 17.6% in the previous quarter. Net income for the third quarter of fiscal 2003 was $79 million, up from $71 million in the previous quarter. In the third quarter of fiscal 2003, cash and short-term investment balances increased by $128 million after spending approximately $20 million on capital equipment. Cash and short-term investment balances at the end of the third quarter of fiscal 2003 totaled $3.2 billion. Accounts receivable days sales outstanding was 45 days, compared to 44 days in the previous quarter. Days cost of sales in inventory were 116 days, compared to 117 days in the previous quarter. "This quarter, revenue grew 4% sequentially while net income grew 11% sequentially, nearly three times the revenue growth rate," said Jerald G. Fishman, president and CEO. "Revenue grew quarter-to-quarter across a broad base of applications within the computer, communications, consumer, and industrial markets we serve."

Mr. Fishman continued, "The book-to-bill ratio was approximately one for the third quarter with strong order rates during July, the last month of the quarter." "Analog product revenues grew 4% sequentially and 14% compared to the same period last year," said Mr. Fishman. "In addition, our DSP product revenues for the quarter accounted for approximately 22% of company revenues and grew 4% sequentially, 28% compared to the same period last year." Summarizing the revenues on a geographic basis, Mr. Fishman explained, "In the third quarter, revenues grew in every region of the world with the strongest growth from Japan, primarily driven by consumer electronics equipment. Sales in Japan accounted for approximately 19% of revenue, the Americas 25%, Europe 20%, and Southeast Asia 36%." Regarding the near-term outlook, Mr. Fishman said, "We are encouraged by the strong order rates since early July; therefore, we are planning for revenue growth of 3% to 5% and GAAP diluted EPS of $0.22 to $0.23 for the fourth quarter of fiscal 2003." Mr. Fishman will discuss the third quarter's results and the near-term outlook via webcast, accessible from www.analog.com, today beginning at 4:30 pm EST. Investors who prefer to join by telephone may call 706-634-7193 ten minutes before the call begins and provide the password "ADI." A replay will be available almost immediately after the call. The replay may be accessed for up to one week by dialing 800-642-1687 (replay only) and providing the conference ID: 1588442 or by visiting the Investor Relations page on ADI's web site. Analog Devices, Inc. is a leading manufacturer of precision high-performance integrated circuits used in analog and digital signal processing applications. ADI is headquartered in Norwood, Massachusetts, and employs approximately 8,450 people worldwide. It has manufacturing facilities in Massachusetts, California, North Carolina, Ireland, the Philippines, and the United

Kingdom. Analog Devices' common stock is listed on the New York Stock Exchange and ADI is included in the S&P 500 Index. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Safe harbor statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, including our statements regarding planned revenues, earnings and operating margins, that are based on our current expectations, beliefs, assumptions, estimates, forecasts and projections about the industry and markets in which Analog Devices operates. The statements contained in this release are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements, and such statements should not be relied upon as representing Analog Devices' expectations or beliefs as of any date subsequent to the date of this press release. Important factors that may affect future operating results include the effects of adverse changes in overall economic conditions, currency exchange rate fluctuations, the timing and duration of market upturns and downturns, the growth or contraction of the markets we serve, demand for semiconductors generally and for our products in particular, the risk that our backlog could decline significantly, our ability to hire engineers and other qualified employees needed to meet the expected demands of our largest customers, reversals or slowdowns in the markets or customers served by our products, the adverse effects of building inventories to meet planned growth that fails to materialize, the occurrence and frequency of inventory and lead-time reduction cycles, raw material availability, availability of both internal and external manufacturing capacity, technological and product development risks, competitors' actions and technological innovations and other risk factors described in our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2003, as filed with the Securities and Exchange Commission. CONTACT: Maria Tagliaferro, Director of Corporate Communications at Analog Devices, 781-461-3282, or investor.relations@analog.com

ANALOG DEVICES SUPPLEMENTAL INFORMATION, THIRD QUARTER, FISCAL 2003 SALES/EARNINGS SUMMARY (IN THOUSANDS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS) 3Q 03 2Q 03 3Q 02 ----- ----- ----- Three Months Ended Aug 2, 2003 May 3, 2003 Aug 3, 2002 ------------------ ----------- ----------- ----------- Net Sales $ 520,445 $ 501,883 $ 445,448 Y/Y Growth 17% 21% -7% Q/Q Growth 4% 7% 8% Cost of Sales 233,846 228,423 208,182 Gross Margin 286,599 273,460 237,266 Percent of Sales 55.1% 54.5% 53.3% --------- --------- --------- Operating Expenses: R&D 111,668 110,827 104,799 Selling, Marketing and G&A 72,178 71,509 67,138 Acquisition-related expenses* 2,660 2,658 16,568 Restructuring Costs 341 -- 5,634 Investment Impairment -- -- 3,779 Goodwill Impairment -- -- 3,426 --------- --------- --------- Operating Income 99,752 88,466 35,922 Other (Income) Expense (1,474) (2,952) (3,740) --------- --------- --------- Income Before Tax 101,226 91,418 39,662 Provision for Taxes 22,270 20,112 8,249 Tax Rate 22% 22% 21% --------- --------- --------- Net Income $ 78,956 $ 71,306 $ 31,413 --------- --------- --------- Shares used for EPS - Basic 366,025 364,267 365,065 Shares used for EPS - Diluted 384,166 379,163 380,770 Earnings per Share - Basic $ 0.22 $ 0.20 $ 0.09 Earnings per Share - Diluted $ 0.21 $ 0.19 $ 0.08 --------- --------- --------- * Acquisition - related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.

Nine Months Ended Aug 2, 2003 Aug 3, 2002 ----------------- ----------- ----------- Net Sales $ 1,489,751 $ 1,251,790 Y/Y Growth 19% -32% Cost of Sales 676,555 589,896 Gross Margin 813,196 661,894 Percent of Sales 54.6% 52.9% ----------- ----------- Operating Expenses: R&D 329,607 303,012 Selling, Marketing and G&A 213,002 187,850 Acquisition-related expenses* 8,167 54,224 Restructuring Costs 341 31,084 Investment Impairment -- 5,579 Goodwill Impairment -- 3,426 ----------- ----------- Operating Income 262,079 76,719 Other (Income) Expense (7,478) (17,271) ----------- ----------- Income Before Tax 269,557 93,990 Provision for Taxes 59,303 23,461 Tax Rate 22% 25% ----------- ----------- Net Income $ 210,254 $ 70,529 ----------- ----------- Shares used for EPS - Basic 364,477 364,253 Shares used for EPS - Diluted 380,509 382,565 Earnings per Share - Basic $ 0.58 $ 0.19 Earnings per Share - Diluted $ 0.55 $ 0.18 ----------- ----------- * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.

ANALOG DEVICES SUPPLEMENTAL INFORMATION, THIRD QUARTER, FISCAL 2003 SELECTED BALANCE SHEET INFORMATION (IN THOUSANDS OF DOLLARS) 3Q 03 2Q 03 3Q 02 ----- ----- ----- Aug 2, 2003 May 3, 2003 Aug 3, 2002 ----------- ----------- ----------- Cash & Short-term Investments $3,229,365 $3,101,483 $2,953,855 Accounts Receivable, Net 259,134 242,767 223,308 Inventories 296,940 293,487 284,044 Other Current Assets 198,554 194,150 192,492 ---------- ---------- ---------- Total Current Assets 3,983,993 3,831,887 3,653,699 PP&E, Net 697,841 726,533 814,334 Investments 297,533 286,119 274,333 Intangible Assets 172,673 173,328 188,848 Other 96,028 117,446 92,492 ---------- ---------- ---------- Total Assets $5,248,068 $5,135,313 $5,023,706 ---------- ---------- ---------- Current Liabilities $ 373,446 $ 367,492 $ 388,247 Deferred income-shipments to distributors 112,607 108,980 112,433 Long-term Debt 1,263,266 1,279,027 1,230,577 Non-Current Lease Obligations 191 237 1,377 Non-Current Liabilities 334,888 323,692 330,372 Stockholders' Equity 3,163,670 3,055,885 2,960,700 ---------- ---------- ---------- Total Liabilities & Equity $5,248,068 $5,135,313 $5,023,706 ---------- ---------- ---------- CAPITAL EXPENDITURES, DEPRECIATION & AMORTIZATION (IN THOUSANDS OF DOLLARS) 3Q 03 2Q 03 3Q 02 THREE MONTHS ENDED Aug 2, 2003 May 3, 2003 Aug 3, 2002 ------------------ ----------- ----------- ----------- Capital Expenditures $20,076 $14,348 $14,284 Depreciation $42,297 $42,503 $45,347 Amortization of Goodwill & Intangibles* $ 656 $ 656 $14,327 NINE MONTHS ENDED Aug 2, 2003 Aug 3, 2002 ----------------- ----------- ----------- Capital Expenditures $ 49,377 $ 41,482 Depreciation $126,339 $132,562 Amortization of Goodwill & Intangibles* $ 1,964 $ 42,666 * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.