UNITED STATES 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): November 14, 2006 Analog Devices, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 1-7819 04-2348234 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer 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) 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 November 14, 2006, Analog Devices, Inc. (the "Registrant") announced its financial results for its fiscal fourth quarter and fiscal year ended October 28, 2006. The full text of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ---------- ----------- 99.1 Press release dated November 14, 2006
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: November 14, 2006 ANALOG DEVICES, INC. By: /s/ Joseph E. McDonough --------------------------------- Joseph E. McDonough Vice President, Finance and Chief Financial Officer
EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press release dated November 14, 2006
Exhibit 99.1 Analog Devices Announces Fourth Quarter of Fiscal Year 2006 Financial Results NORWOOD, Mass.--(BUSINESS WIRE)--Nov. 14, 2006--Analog Devices, Inc. (NYSE: ADI): -- Board of Directors declares quarterly dividend of $0.16 per share; -- Financial results for the fourth quarter of fiscal 2006 and guidance for the first quarter of fiscal 2007 will be discussed via conference call today at 4:30 pm. Analog Devices, Inc. (NYSE: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced revenue of $644.3 million for the fourth quarter of fiscal 2006, which ended October 28, 2006, an increase of approximately 4% compared to the same period one year ago and a decrease of approximately 3% compared to the immediately prior quarter. For the year, revenue was $2.57 billion, an increase of approximately 8% compared to fiscal 2005. Net income under generally accepted accounting principles (GAAP) was $138.4 million for the fourth quarter, or 21.5% of sales, and diluted earnings per share (EPS) was $0.39. For fiscal year 2006, GAAP net income was $549.5 million, or 21.4% of sales, and diluted EPS was $1.48. Non-GAAP net income was $139.4 million for the fourth quarter, or 21.6% of sales, and diluted EPS was $0.39. For fiscal year 2006, non-GAAP net income was $591.3 million, or 23% of sales, and diluted EPS was $1.59. The non-GAAP operating results for the fourth quarter of fiscal 2006 exclude the following items: $17.3 million of non-cash stock option expenses associated with the adoption of FAS123R; expenses of $3.6 million related to restructuring actions; expenses of $19.1 million related to previously-announced acquisitions; and $26.7 million of tax benefits which resulted from the completion of a tax examination. The Board of Directors declared a cash dividend for the fourth quarter of fiscal 2006 of $0.16 per outstanding share of common stock. The dividend will be paid on December 13, 2006 to all shareholders of record at the close of business on November 24, 2006. "Revenue from consumer customers grew 13% in the fourth quarter compared to the third quarter of fiscal 2006. This revenue growth was driven by strong sales of digital cameras, home entertainment systems, and new video game consoles where ADI technology continues to enable new sight, sound, and other user experiences in our customers' products," said Jerald G. Fishman, ADI's president and chief executive officer. "Revenue from computer customers also increased sequentially during the quarter, while revenue from our broad base of industrial customers was approximately flat sequentially. In the fourth quarter of fiscal 2006, revenue from communications customers declined 18% compared to the immediately prior quarter, primarily as a result of lower revenue from wireless handset customers." "For fiscal year 2006, analog product revenue climbed to over $2 billion primarily due to strong growth in converters and amplifiers. Overall, in fiscal 2006, our analog product sales grew 13% year-to-year," said Mr. Fishman. "While revenue from general-purpose digital signal processing (DSP) products grew 10% in fiscal 2006 compared to fiscal 2005, this increase was offset by declines in revenue from application-specific DSP products." Profit Margins Under GAAP, gross margin was $374.6 million, or 58.1% of sales, for the fourth quarter of fiscal 2006 and $1.51 billion, or 58.5% of sales, for fiscal year 2006. Non-GAAP gross margin for the fourth quarter was $382.5 million, or 59.4% of sales, compared to 58.3% of sales in the same period one year ago and 60.1% of sales in the immediately prior quarter. For fiscal year 2006, non-GAAP gross margin was $1.54 billion, or 59.7% of sales, compared to 57.9% of sales in fiscal 2005. The increase from year to year was primarily related to increased factory utilization and the result of increased sales of higher margin products in fiscal 2006 compared to fiscal 2005. Under GAAP, operating profit for the fourth quarter of fiscal 2006 totaled $119.3 million, or approximately 18.5% of sales. For the year, GAAP operating profit was $551.8 million, or approximately 21.4% of sales. Non-GAAP operating profit for the fourth quarter was $159.4 million, or 24.7% of sales, compared to 24.8% of sales in the same period one year ago and 27.1% of sales in the immediately prior quarter. The sequential decline in non-GAAP operating profit was primarily due to lower revenue in the fourth quarter of fiscal 2006, as compared to the immediately prior quarter. For the year, non-GAAP operating profit was $673.2 million, or 26.2% of sales, compared to 22.9% of sales in fiscal year 2005. Uses of Cash Capital expenditures totaled $41.8 million in the fourth quarter of fiscal year 2006, or 6.5% of sales. For the year, capital expenditures totaled $129.3 million, or 5% of sales. During the fourth quarter of fiscal 2006, ADI paid $55.6 million in cash dividends. For the year, dividend payments to shareholders totaled $201.5 million. During the fourth quarter of fiscal 2006, the company repurchased approximately 11.9 million shares of ADI common stock for $357.0 million. During the 2006 fiscal year, the company repurchased approximately 30.7 million shares of ADI common stock, or 9% of shares outstanding, for $1.03 billion. ADI has repurchased a cumulative total of approximately 14% of shares outstanding for $1.69 billion under the $2 billion stock repurchase program previously authorized by the Board of Directors. Balance Sheet Cash and short term investments totaled approximately $2.1 billion at the end of the fourth quarter. In the fourth quarter, inventory increased by approximately $1.2 million compared to the immediately prior quarter. Days cost of sales in inventory was 128 days at the end of the fourth quarter of fiscal 2006, compared to 126 days at the end of the immediately prior quarter. Days sales in accounts receivable were 47 days at the end of the fourth quarter, compared to 49 days at the end of the immediately prior quarter. Revenue Analysis by Product During the fourth quarter of fiscal year 2006, revenue from analog products totaled 84% of sales and revenue from DSP products totaled 16% of sales. During the fourth quarter, revenue from analog products grew 14% compared to the same period one year ago and 2% compared to the immediately prior quarter. Compared to the same period one year ago, data converter product sales grew 10%, amplifier product sales grew 22%, power management product sales grew 3%, and other analog product sales grew 27%. Compared to the immediately prior quarter, data converter product sales declined 1%, primarily due to more moderate sales to base station applications after very strong growth in the prior quarter and also due to continued weakness in the semiconductor automatic test equipment market. Amplifier product sales and power management product sales each grew 2% compared to the immediately prior quarter. Other analog product sales grew 12% compared to the immediately prior quarter due to increased demand for micro-electromechanical systems (MEMS) products and the acquisition of the Integrant RF tuner product line. During the fourth quarter, revenue from DSP products declined 31% compared to the same period one year ago and declined 21% compared to the immediately prior quarter. DSP product sales were significantly impacted by the divesture during the second quarter of fiscal 2006 of the DSP-based digital subscriber line (DSL) application-specific integrated circuit (ASIC) product line and also by an inventory correction among customers of our DSP-based wireless chipset products for cellular handsets. Approximately 9% of the Company's sales in the fourth quarter were from general-purpose DSP products, which grew 15% compared to the same period one year ago and 3% compared to the immediately prior quarter. For the year, revenue from analog products grew 13%. Approximately 61% of sales in fiscal 2006 were attributed to converters and amplifiers, which, compared to the previous year, grew 10% and 19%, respectively. DSP product sales during fiscal year 2006 declined 11% compared to fiscal year 2005, primarily due to the divestiture during the second quarter of fiscal 2006 of the DSP-based DSL ASIC product line which had $55 million in revenue in 2005 and $14 million in revenue in 2006. Excluding this product line, DSP product sales declined approximately 4% in fiscal 2006 compared to fiscal 2005, as the 10% annual revenue growth of general-purpose DSP products was offset by declines in application-specific DSP product revenue. We have provided a four year summary of our revenue by product type and end market on the investor relations page of our website to help investors better understand the long term trends in our business. Outlook for the First Quarter of Fiscal 2007 The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially. These statements do not give effect to the potential impact of any mergers, acquisitions, divestitures, or business combinations that may be announced or closed after the date hereof. These statements supersede all prior statements regarding business outlook set forth in prior ADI news releases. Product sales in the first quarter of fiscal 2007 are planned to be approximately $635 to $670 million. This includes an additional week of operations as the first quarter of fiscal 2007 will have a total of 14 weeks. In addition, revenue in the first quarter of fiscal 2007 will include a $35 million one-time, non-recurring payment received by the Company on November 9, 2006 in exchange for granting a license of certain intellectual property rights to a third party. Total revenue in the first quarter of fiscal 2007 is expected to range from $670 to $705 million. Non-GAAP gross margin in the first quarter of fiscal 2007 is planned to be approximately 60% to 60.5% of sales. Due primarily to the fact that the one-time $35 million payment will not have any cost of sales associated with it, GAAP gross margin is planned to be approximately 61.2% to 61.6% of sales. Non-GAAP operating expenses are planned to increase by approximately $11 million primarily as a result of expenses associated with the additional week of operations within the first quarter of fiscal 2007. GAAP diluted EPS is planned to be approximately $0.36 to $0.42 for the first quarter of fiscal 2007, which includes approximately $0.02 of various net expenses detailed in the Summary of Estimated Non-GAAP Data for the First Quarter Ending February 3, 2007 Table provided with this release. Non-GAAP diluted EPS is planned to be approximately $0.38 to $0.44 for the first quarter of fiscal 2007. Non-GAAP Financial Information This release includes non-GAAP financial measures, for revenue, net income, diluted EPS, gross margin and operating income, which exclude the effects of charges related to stock-based compensation, restructuring related expenses, acquisition related expenses, income tax benefits associated with the settlement of an IRS examination, gain on the sale of a product line, the tax expense associated with the repatriation of foreign earnings, and non-recurring revenue associated with the license of certain intellectual property rights to a third party. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Analog Devices believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. Analog Devices believes that the presentation of non-GAAP net income and non-GAAP net income per share data, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors regarding financial and business trends relating to its financial condition and results of operations. The Company's usage of non-GAAP measures, and the underlying methodology in excluding certain charges, is not necessarily an indication of the results of operations that may be expected in the future, or that the Company will not, in fact, incur such charges in future periods. Tables reconciling our non-GAAP measures to GAAP are provided in this release. The items excluded from the non-GAAP measures were excluded because they are of a non-operational nature. The company believes that the exclusion of these items provides an enhanced understanding to investors of the underlying baseline operating results and trends of the company's business. Management uses these non-GAAP measures to evaluate the company's operating performance. As described above, Analog Devices excludes the following items from our non-GAAP measures: Stock-based compensation related to employee stock options. These expenses consist of expenses for employee stock options under FAS123R. We exclude these stock-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses. Further, as we implemented FAS 123R beginning in fiscal 2006, we believe it is useful to investors to understand the impact of the application of FAS 123R to our results of operations. Restructuring Related Expense. These expenses are incurred in connection with facility closures and other reorganization efforts. Apart from ongoing expense savings as a result of such items, these expenses have no direct correlation to the operation of our business in the future. Acquisition Related Expense. We incur in-process research and development expenses when technological feasibility for acquired technology has not been established and no future alternative use for such technology exists. We also incur amortization of purchased intangible assets in connection with acquisitions. We exclude these items because these expenses are not reflective of ongoing operating results in the period incurred. Gain on the Sale of a Product Line. We realized a gain on the sale of our DSP-based DSL ASIC and network processor product line that we sold in the second quarter of fiscal 2006. This amount arose from prior activities and has no direct correlation to the ongoing business operations. Tax Benefit Associated with IRS Tax Settlement. The United States Internal Revenue Service (the IRS) has completed its examination of fiscal years 2001, 2002 and 2003 and issued their report. The Company has agreed to accept this report and has filed its 2005 tax return and an amended return for 2004 to conform to the methodologies agreed to during the 2001-2003 examination. The completion of this examination and the filing of refund claims in other jurisdictions associated with the completion of the IRS audit have resulted in an income tax benefit. We exclude these income tax benefits from our non-GAAP results because they are not associated with the income tax expense on our current operating results. Tax Expense Associated with the Repatriation of Foreign Earnings. On October 22, 2004, the American Jobs Creation Act of 2004, or the AJCA, was signed into law. The AJCA created a temporary incentive for US multinational corporations to repatriate accumulated foreign income by providing an 85% dividends received deduction for certain dividends from controlled foreign corporations. During fiscal 2005, we repatriated $1,055 million of accumulated foreign earnings. Under current tax law, the earnings repatriated prior to October 29, 2005 were taxed at a reduced effective tax rate. We exclude this item from our non-GAAP results because it was a temporary incentive and is not associated with the ongoing operations of our business. Non-Recurring Revenue Associated with the License of Certain Intellectual Property Rights to a Third Party. On November 9, 2006, we received a one-time, non-recurring payment of $35 million in exchange for granting a license of certain intellectual property rights to a third party. This payment will increase revenue in the first quarter of fiscal 2007 by $35 million. We exclude this item from our non-GAAP results because it is a one-time item not associated with the ongoing operations of our business. Conference Call Scheduled for 4:30 Mr. Fishman will discuss the fourth 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: 1249895 or by visiting the Investor Relations page on ADI's web site. About Analog Devices Innovation, performance, and excellence are the cultural pillars on which Analog Devices has built one of the longest standing, highest growth companies within the technology sector. Acknowledged industry-wide as the world leader in data conversion and signal conditioning technology, Analog Devices serves over 60,000 customers, representing virtually all types of electronic equipment. Celebrating 40 years as a leading global manufacturer of high-performance integrated circuits used in analog and digital signal processing applications, Analog Devices is headquartered in Norwood, Massachusetts, with design and manufacturing facilities throughout the world. Analog Devices' common stock is listed on the New York Stock Exchange under the ticker "ADI" and is included in the S&P 500 Index. Safe harbor statement under the Private Securities Litigation Reform Act of 1995 This release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, our statements regarding expected sales growth, revenue, earnings, operating margins, and other financial results, and expected increases in customer demand for our products 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, are inherently uncertain, 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. We do not undertake any obligation to update forward-looking statements made by us. 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, adverse results in various litigation matters, our ability to hire engineers, salespeople and other qualified employees needed to meet the expected demands of our 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 most recent Form 10-Q, as filed with the Securities and Exchange Commission. Our results of operations for the periods presented in this release are not necessarily indicative of our operating results for any future periods. Any projections in this release are based on limited information currently available to Analog Devices, which is subject to change. Although any such projections and the factors influencing them will likely change, we will not necessarily update the information, since we will only provide guidance at certain points during the year. Such information speaks only as of the original issuance date of this release. Analog Devices and the Analog Devices logo are registered trademarks or trademarks of Analog Devices, Inc. All other trademarks mentioned in this document are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Analog Devices and any other company. Analog Devices, Fourth Quarter, Fiscal 2006 Sales/Earnings Summary (GAAP) (In thousands, except per-share amounts) ----------------------------- ----------------------- Three Months Ended Twelve Months Ended ----------------------------- ----------------------- 4Q 06 3Q 06 4Q 05 FY06 FY05 Oct. 28 July 29 Oct. 29 Oct. 28 Oct. 29 2006 2006 2005 2006 2005 --------- --------- --------- ----------- ----------- Net Sales $644,342 $663,660 $622,130 $2,573,176 $2,388,808 Y/Y Growth 4% 14% -2% 8% -9% Q/Q Growth -3% 3% 7% Cost of Sales 269,770 273,550 259,455 1,067,036 1,005,968 Gross Margin 374,572 390,110 362,675 1,506,140 1,382,840 Percent of Sales 58.1% 58.8% 58.3% 58.5% 57.9% - ---------------- --------- --------- --------- ----------- ----------- Operating Expenses: R&D 137,550 136,061 123,704 536,747 497,097 Selling, Marketing and G&A 100,710 99,663 84,715 394,086 338,276 Purchased In- Process Research and Development 16,211 5,500 - 21,711 - Special Charges 777 - 31,480 1,790 31,480 - ---------------- --------- --------- --------- ----------- ----------- Operating Income 119,324 148,886 122,776 551,806 515,987 Percent of Sales 18.5% 22.4% 19.7% 21.4% 21.6% - ---------------- --------- --------- --------- ----------- ----------- Other Income (24,495) (26,277) (21,890) (110,589) (71,703) - ---------------- --------- --------- --------- ----------- ----------- Income Before Tax 143,819 175,163 144,666 662,395 587,690 Provision for Taxes 6,148 30,478 76,325 113,661 172,903 Tax Rate 4.3% 17.4% 52.8% 17.2% 29.4% - ---------------- --------- --------- --------- ----------- ----------- Minority Interest 748 - - 748 - - ---------------- --------- --------- --------- ----------- ----------- Net Income $138,419 $144,685 $ 68,341 $ 549,482 $ 414,787 Percent of Sales 21.5% 21.8% 11.0% 21.4% 17.4% - ---------------- --------- --------- --------- ----------- ----------- Shares used for EPS - Basic 346,803 357,887 369,945 358,762 371,791 Shares used for EPS - Diluted 357,164 369,542 380,607 370,964 383,474 Earnings per Share - Basic $ 0.40 $ 0.40 $ 0.18 $ 1.53 $ 1.12 Earnings per Share - Diluted $ 0.39 $ 0.39 $ 0.18 $ 1.48 $ 1.08 Dividends paid per share $ 0.16 $ 0.16 $ 0.10 $ 0.56 $ 0.32 - ---------------- --------- --------- --------- ----------- ----------- Analog Devices, Fourth Quarter, Fiscal 2006 Reconciliation from GAAP to Non-GAAP Data (In thousands, except per-share amounts) Management believes that non-GAAP financial information enhances an investor's understanding of the Company's historical financial performance. Non-GAAP financial information excludes the following amounts of stock-based compensation expense related to the adoption of FAS123R, restructuring related expense, tax expense associated with the repatriation of foreign earnings, gain on sale of a product line, tax benefit associated with IRS settlement and acquisition related costs. The provision for taxes has been adjusted, as appropriate, to reflect the tax effect of these items. For the Three Months Ended October 28, 2006 - ---------------------------------------------------------------------- Stock-Based Restructuring Compensation Related GAAP Expense Expense - ---------------------------------------------------------------------- Net Sales $644,342 $ - $ - Cost of Sales 269,770 (2,821) (2,804) - ---------------------------------------------------------------------- Gross Margin 374,572 2,821 2,804 Percent of Sales 58.1% - ---------------------------------------------------------------------- Operating Expenses: R&D 137,550 (7,148) - Selling, Marketing and G&A 100,710 (7,364) - Purchased In-Process Research and Development 16,211 - - Special Charges 777 - (777) - ---------------------------------------------------------------------- Operating Income 119,324 17,333 3,581 Percent of Sales 18.5% - ---------------------------------------------------------------------- Other Income (24,495) - - - ---------------------------------------------------------------------- Income Before Tax 143,819 17,333 3,581 Provision for Taxes 6,148 5,027 1,254 - ---------------------------------------------------------------------- Minority interest 748 - - - ---------------------------------------------------------------------- Net Income $138,419 $ 12,306 $ 2,327 ====================================================================== Earnings per Share - Diluted $ 0.39 $ 0.034 $ 0.007 For the Three Months Ended October 28, 2006 - ---------------------------------------------------------------------- Tax Benefit Associated Acquisition with IRS Related Tax Expense Settlement Non-GAAP - ----------------------------------- ---------------------------------- Net Sales $ - $ - $644,342 Cost of Sales (2,271) - 261,874 - ----------------------------------- ---------------------------------- Gross Margin 2,271 - 382,468 Percent of Sales 59.4% - ----------------------------------- ---------------------------------- Operating Expenses: R&D - - 130,402 Selling, Marketing and G&A (650) - 92,696 Purchased In-Process Research and Development (16,211) - - Special Charges - - - - ----------------------------------- ---------------------------------- Operating Income 19,132 - 159,370 Percent of Sales 24.7% - ----------------------------------- ---------------------------------- Other Income - (24,495) - ----------------------------------- ---------------------------------- Income Before Tax 19,132 - 183,865 Provision for Taxes 6,086 26,664 45,179 - ----------------------------------- ---------------------------------- Minority interest - - 748 - ----------------------------------- ---------------------------------- Net Income $ 13,046 $ (26,664) $139,434 =================================== ================================== Earnings per Share - Diluted $ 0.037 $ (0.075) $ 0.39 For the Three Months Ended July 29, 2006 - ---------------------------------------------------------------------- Stock-Based Restructuring Compensation Related GAAP Expense Expense - ---------------------------------------------------------------------- Net Sales $663,660 $ - $ - Cost of Sales 273,550 (2,949) (5,736) - ---------------------------------------------------------------------- Gross Margin 390,110 2,949 5,736 Percent of Sales 58.8% - ---------------------------------------------------------------------- Operating Expenses: R&D 136,061 (7,971) - Selling, Marketing and G&A 99,663 (8,055) - Purchased In-Process Research and Development 5,500 - - - ---------------------------------------------------------------------- Operating Income 148,886 18,975 5,736 Percent of Sales 22.4% - ---------------------------------------------------------------------- Other Income (26,277) - - - ---------------------------------------------------------------------- Income Before Tax 175,163 18,975 5,736 Provision for Taxes 30,478 5,527 2,008 - ---------------------------------------------------------------------- Net Income $144,685 $ 13,448 $ 3,728 ====================================================================== Earnings per Share - Diluted $ 0.39 $ 0.036 $ 0.010 For the Three Months Ended July 29, 2006 - ---------------------------------------------------------------------- Tax Benefit Associated Acquisition with IRS Related Tax Expense Settlement Non-GAAP - ----------------------------------- ---------------------------------- Net Sales $ - $ - $663,660 Cost of Sales 264,865 - ----------------------------------- ---------------------------------- Gross Margin - - 398,795 Percent of Sales 60.1% - ----------------------------------- ---------------------------------- Operating Expenses: R&D (733) - 127,357 Selling, Marketing and G&A - - 91,608 Purchased In-Process Research and Development (5,500) - - - ----------------------------------- ---------------------------------- Operating Income 6,233 - 179,830 Percent of Sales 27.1% - ----------------------------------- ---------------------------------- Other Income - - (26,277) - ----------------------------------- ---------------------------------- Income Before Tax 6,233 - 206,107 Provision for Taxes 780 8,494 47,287 - ----------------------------------- ---------------------------------- Net Income $ 5,453 $ (8,494) $158,820 =================================== ================================== Earnings per Share - Diluted $ 0.015 $ (0.023) $ 0.43 For the Three Months Ended October 29, 2005 - ---------------------------------------------------------------------- Tax Expense Associated with the Restructuring Repatriation Related of Foreign GAAP Expense Earnings Non-GAAP - -------------------- --------- -------------- -------------- --------- Net Sales $622,130 $ - $ - $622,130 Cost of Sales 259,455 - - 259,455 - -------------------- --------- -------------- -------------- --------- Gross Margin 362,675 - - 362,675 Percent of Sales 58.3% 58.3% - -------------------- --------- -------------- -------------- --------- Operating Expenses: R&D 123,704 - - 123,704 Selling, Marketing and G&A 84,715 - - 84,715 Special Charges 31,480 (31,480) - - - -------------------- --------- -------------- -------------- --------- Operating Income 122,776 31,480 - 154,256 Percent of Sales 19.7% 24.8% - -------------------- --------- -------------- -------------- --------- Other Income (21,890) - - (21,890) - -------------------- --------- -------------- -------------- --------- Income Before Tax 144,666 31,480 - 176,146 Provision for Taxes 76,325 10,118 (48,768) 37,675 - -------------------- --------- -------------- -------------- --------- Net Income $ 68,341 $ 21,362 $ 48,768 $138,471 ==================== ========= ============== ============== ========= Earnings per Share - Diluted $ 0.18 $ 0.056 $ 0.128 $ 0.36 Analog Devices, Fourth Quarter, Fiscal 2006 Reconciliation from GAAP to Non-GAAP Data (In thousands, except per-share amounts) Management believes that non-GAAP financial information enhances an investor's understanding of the Company's historical financial performance. Non-GAAP financial information excludes the following amounts of stock-based compensation expense related to the adoption of FAS123R, restructuring related expense, tax expense associated with the repatriation of foreign earnings, gain on sale of a product line, tax benefit associated with IRS settlement and acquisition related costs. The provision for taxes has been adjusted, as appropriate, to reflect the tax effect of these items. For the Twelve Months Ended October 28, 2006 - ---------------------------------------------------------------------- Stock-Based Restructuring Compensation Related GAAP Expense Expense - ---------------------------------------------------------------------- Net Sales $2,573,176 $ - $ - Cost of Sales 1,067,036 (7,714) (20,320) - ---------------------------------------------------------------------- Gross Margin 1,506,140 7,714 20,320 Percent of Sales 58.5% - ---------------------------------------------------------------------- Operating Expenses: R&D 536,747 (32,963) - Selling, Marketing and G&A 394,086 (33,193) - Purchased In-Process Research and Development 21,711 - - Special Charges 1,790 - (1,790) - ---------------------------------------------------------------------- Operating Income 551,806 73,870 22,110 Percent of Sales 21.4% - ---------------------------------------------------------------------- Other Income (110,589) - - - ---------------------------------------------------------------------- Income Before Tax 662,395 73,870 22,110 Provision for Taxes 113,661 21,260 7,739 - ---------------------------------------------------------------------- Minority Interest 748 - - - ---------------------------------------------------------------------- Net Income $ 549,482 $ 52,610 $ 14,371 ====================================================================== Earnings per Share - Diluted $ 1.48 $ 0.142 $ 0.039 For the Twelve Months Ended October 28, 2006 - ---------------------------------------------------------------------- Tax Benefit Gain on Associated Acquisition Sale of with IRS Related Product Tax Expense Line Settlement Non-GAAP - ----------------------- ---------------------------------------------- Net Sales $ - $ - $ - $2,573,176 Cost of Sales (2,271) - - 1,036,731 - ----------------------- ---------------------------------------------- Gross Margin 2,271 - - 1,536,445 Percent of Sales 59.7% - ----------------------- ---------------------------------------------- Operating Expenses: R&D (733) - - 503,051 Selling, Marketing and G&A (650) - - 360,243 Purchased In-Process Research and Development (21,711) - - - Special Charges - - - - - ----------------------- ---------------------------------------------- Operating Income 25,365 - - 673,151 Percent of Sales 26.2% - ----------------------- ---------------------------------------------- Other Income - 13,027 - (97,562) - ----------------------- ---------------------------------------------- Income Before Tax 25,365 (13,027) - 770,713 Provision for Taxes 6,865 (4,559) 35,158 180,124 - ----------------------- ---------------------------------------------- Minority Interest - - - 748 - ----------------------- ---------------------------------------------- Net Income $ 18,500 $ (8,468) $ (35,158) $ 591,337 ======================= ============================================== Earnings per Share - Diluted $ 0.050 $ (0.023) $ (0.095) $ 1.59 For the Twelve Months Ended October 29, 2005 - ---------------------------------------------------------------------- Tax Expense Associated with the Restructuring Repatriation Related of Foreign GAAP Expense Earnings Non-GAAP - ---------------- ----------- -------------- -------------- ----------- Net Sales $2,388,808 $ - $ - $2,388,808 Cost of Sales 1,005,968 - - 1,005,968 - ---------------- ----------- -------------- -------------- ----------- Gross Margin 1,382,840 - - 1,382,840 Percent of Sales 57.9% 57.9% - ---------------- ----------- -------------- -------------- ----------- Operating Expenses: R&D 497,097 - - 497,097 Selling, Marketing and G&A 338,276 - - 338,276 Special Charges 31,480 (31,480) - - - ---------------- ----------- -------------- -------------- ----------- Operating Income 515,987 31,480 - 547,467 Percent of Sales 21.6% 22.9% - ---------------- ----------- -------------- -------------- ----------- Other Income (71,703) - - (71,703) - ---------------- ----------- -------------- -------------- ----------- Income Before Tax 587,690 31,480 - 619,170 Provision for Taxes 172,903 10,118 (48,768) 134,253 - ---------------- ----------- -------------- -------------- ----------- Net Income $ 414,787 $ 21,362 $ 48,768 $ 484,917 ================ =========== ============== ============== =========== Earnings per Share - Diluted $ 1.08 0.056 0.128 $ 1.26 Summary of Estimated Non-GAAP Data (In thousands, except per-share amounts) Management believes that non-GAAP financial information enhances an investor's understanding of the Company's historical financial performance. Our Non-GAAP income statement will exclude the following estimated amounts of stock-based compensation expense related to the adoption of FAS123R, restructuring related expense, acquisition related costs and a one-time payment associated with the licensing of intellectual property. The provision for taxes has been adjusted, as appropriate, to reflect the estimated tax effect of these items. Estimate for the Three Months Ended February 3, 2007 - ---------------------------------------------------------------------- Stock-Based Restructuring Acquisition Compensation Related Related Expense Expense Expense - ----------------------------- ------------- -------------- ----------- Net Sales $ - $ - $ - Cost of Sales (2,796) (572) (2,446) - ----------------------------- ------------- -------------- ----------- Gross Margin 2,796 572 2,446 - ----------------------------- ------------- -------------- ----------- Operating Expenses: R&D (8,673) - - Selling, Marketing and G&A (8,021) - (744) Purchased In-Process Research and Development - - - Special Charges - (10,832) - - ----------------------------- ------------- -------------- ----------- Operating Income 19,490 11,404 3,190 - ----------------------------- ------------- -------------- ----------- Other Income - - - - ----------------------------- ------------- -------------- ----------- Income Before Tax 19,490 11,404 3,190 Provision for Taxes 5,652 3,992 (4,677) - ----------------------------- ------------- -------------- ----------- Minority interest - - - - ----------------------------- ------------- -------------- ----------- Net Income $ 13,838 $ 7,412 $ 7,867 ============================= ============= ============== =========== Earnings per Share - Diluted (Decrease)/Increase $ 0.040 $ 0.021 $ 0.023 One-time Total Payment Estimated Associated Impact on with the GAAP Licensing Income of IP Statement - ----------------------------------------------- ----------- ---------- Net Sales $ (35,000) $ (35,000) Cost of Sales - (5,814) - ----------------------------------------------- ----------- ---------- Gross Margin (35,000) (29,186) - ----------------------------------------------- ----------- ---------- Operating Expenses: R&D - (8,673) Selling, Marketing and G&A - (8,765) Purchased In-Process Research and Development - - Special Charges - (10,832) - ----------------------------------------------- ----------- ---------- Operating Income (35,000) (916) - ----------------------------------------------- ----------- ---------- Other Income - - - ----------------------------------------------- ----------- ---------- Income Before Tax (35,000) (916) Provision for Taxes (12,250) (7,283) - ----------------------------------------------- ----------- ---------- Minority interest - - - ----------------------------------------------- ----------- ---------- Net Income $ (22,750) $ 6,367 =============================================== =========== ========== Earnings per Share - Diluted (Decrease)/Increase $ (0.066) $ 0.018 Analog Devices, Fourth Quarter, Fiscal 2006 Selected Balance Sheet Information (GAAP) (In thousands) 4Q 06 3Q 06 4Q 05 ----------- ----------- ----------- Oct. 28 July 29 Oct. 29 2006 2006 2005 - ---------------------------------- ----------- ----------- ----------- Cash & Short-term Investments $2,128,334 $2,516,061 $2,705,942 Accounts Receivable, Net 329,393 359,774 320,523 Inventories (1) 378,651 377,434 325,605 Other Current Assets 174,924 179,659 380,386 - ---------------------------------- ----------- ----------- ----------- Total Current Assets 3,011,302 3,432,928 3,732,456 PP&E, Net 562,625 558,054 599,906 Investments 31,429 30,317 45,365 Intangible Assets 299,017 180,933 167,576 Other 82,478 90,015 37,908 - ---------------------------------- ----------- ----------- ----------- Total Assets $3,986,851 $4,292,247 $4,583,211 - ---------------------------------- ----------- ----------- ----------- Deferred Income-Shipments to Distributors $149,543 $165,850 $121,802 Other Current Liabilities 341,400 419,314 697,121 Non-Current Liabilities 60,115 59,649 72,787 Stockholders' Equity 3,435,793 3,647,434 3,691,501 - ---------------------------------- ----------- ----------- ----------- Total Liabilities & Equity $3,986,851 $4,292,247 $4,583,211 - ---------------------------------- ----------- ----------- ----------- Accounts Receivable - Days Sales Outstanding 47 49 47 Days Cost of Sales in Inventory 128 126 115 (1) includes $3,703 and $4,066 related to stock-based compensation expense in 4Q06 and 3Q06, respectively. Analog Devices, Fourth Quarter, Fiscal 2006 Cash Flow Statement (GAAP) (In thousands) --------------------------------- Three Months Ended --------------------------------- 4Q 06 3Q 06 4Q 05 ---------- ---------- ----------- Oct. 28 July 29 Oct. 29 2006 2006 2005 ---------- ---------- ----------- Cash flows from operating activities: Net Income $ 138,419 $ 144,685 $ 68,341 Adjustments to reconcile net income to net cash provided by operations: Depreciation 38,904 42,181 38,054 Amortization of intangibles 3,359 1,145 342 Stock-based compensation 17,599 19,306 983 Excess tax benefit - stock options (25,222) (141,220) - Tax benefit - stock options - - 50,374 Non-cash portion of special charge - - - Other non-cash expense 120 84 898 Gain on sale of a product line - - - Purchased in-process research and development 16,211 5,500 - Minority interest (748) - - Deferred income taxes 3,932 (11,985) 5,667 Changes in operating assets and liabilities (25,839) 14,277 35,660 - ------------------------------------ ---------- ---------- ----------- Total adjustments 28,316 (70,712) 131,978 - ------------------------------------ ---------- ---------- ----------- Net cash provided by operating activities 166,735 73,973 200,319 - ------------------------------------ ---------- ---------- ----------- Percent of Sales 25.9% 11.1% 32.2% - ------------------------------------ ---------- ---------- ----------- Cash flows from investing activities: Additions to property, plant and equipment, net (41,755) (38,360) (21,029) Purchases of short-term available- for-sale investments (418,019) (689,130) (875,189) Maturities of short-term available-for-sale investments 630,642 989,638 1,331,742 Proceeds from sale of a product line - - - Proceeds from sale of fixed assets 1,735 - - Payments for acquisitions, net of cash acquired (142,104) (14,913) - Decrease in other assets (3,402) 269 3,976 - ------------------------------------ ---------- ---------- ----------- Net cash provided (used) by investing activities 27,097 247,504 439,500 - ------------------------------------ ---------- ---------- ----------- Cash flows from financing activities: Dividend payments to shareholders (55,642) (57,524) (37,128) Repurchase of common stock (357,012) (305,163) (240,796) Net proceeds from employee stock plans 14,540 20,173 17,004 Excess tax benefit - stock options 25,222 141,220 - - ------------------------------------ ---------- ---------- ----------- Net cash used for financing activities (372,892) (201,294) (260,920) - ------------------------------------ ---------- ---------- ----------- Effect of exchange rate changes on cash (118) 451 639 - ------------------------------------ ---------- ---------- ----------- Net (decrease) increase in cash and cash equivalents (179,178) 120,634 379,538 Cash and cash equivalents at beginning of period 523,125 402,491 248,053 - ------------------------------------ ---------- ---------- ----------- Cash and cash equivalents at end of period $ 343,947 $ 523,125 $ 627,591 - ------------------------------------ ---------- ---------- ----------- ------------------------- Twelve Months Ended ------------------------- FY06 FY05 ------------ ------------ Oct. 28 2006 Oct. 29 2005 ------------- ------------ Cash flows from operating activities: Net Income $ 549,482 $ 414,787 Adjustments to reconcile net income to net cash provided by operations: Depreciation 166,851 153,181 Amortization of intangibles 5,312 2,383 Stock-based compensation 75,429 4,870 Excess tax benefit - stock options (181,178) - Tax benefit - stock options - 50,374 Non-cash portion of special charge 459 - Other non-cash expense 784 1,822 Gain on sale of a product line (13,027) - Purchased in-process research and development 21,711 - Minority interest (748) - Deferred income taxes (28,454) 14,604 Changes in operating assets and liabilities 24,481 30,683 - -------------------------------------------- ------------ ------------ Total adjustments 71,620 257,917 - -------------------------------------------- ------------ ------------ Net cash provided by operating activities 621,102 672,704 - -------------------------------------------- ------------ ------------ Percent of Sales 24.1% 28.2% - -------------------------------------------- ------------ ------------ Cash flows from investing activities: Additions to property, plant and equipment, net (129,297) (85,457) Purchases of short-term available-for-sale investments (2,483,123) (3,457,017) Maturities of short-term available-for- sale investments 2,788,717 3,526,871 Proceeds from sale of a product line 23,070 - Proceeds from sale of fixed assets 1,735 - Payments for acquisitions, net of cash acquired (157,017) - Decrease in other assets 723 5,644 - -------------------------------------------- ------------ ------------ Net cash provided (used) by investing activities 44,808 (9,959) - -------------------------------------------- ------------ ------------ Cash flows from financing activities: Dividend payments to shareholders (201,451) (118,998) Repurchase of common stock (1,024,982) (525,493) Net proceeds from employee stock plans 94,392 89,402 Excess tax benefit - stock options 181,178 - - -------------------------------------------- ------------ ------------ Net cash used for financing activities (950,863) (555,089) - -------------------------------------------- ------------ ------------ Effect of exchange rate changes on cash 1,309 995 - -------------------------------------------- ------------ ------------ Net (decrease) increase in cash and cash equivalents (283,644) 108,651 Cash and cash equivalents at beginning of period 627,591 518,940 - -------------------------------------------- ------------ ------------ Cash and cash equivalents at end of period $ 343,947 $ 627,591 - -------------------------------------------- ------------ ------------ The following table summarizes sales trends by product categories showing what proportion of our total sales are represented by each product category as well as the annual sequential growth rates for each product category. The categorization of our products into broad categories is based on the characteristics of the individual products, the specification of the products and in some cases the specific uses that certain products have within applications. The categorization of products into categories is therefore subject to judgment in some cases and can vary over time. In instances where products move between product categories we restate the product categories for all prior periods in order to ensure the trends by product category continue to be meaningful. Revenue Trends by Product - --------------------------------- ---- ------------------------------- 3 Yr Fiscal Year ------------------------------- CAGR 2006 2005 2004 2003 - --------------------------------- ---- ------- ------- ------- ------- Converters 16% $1,023 $ 927 $ 884 $ 663 % Total Sales 40% 39% 33% 32% Y-Y 10% 5% 33% 13% - --------------------------------- ---- ------- ------- ------- ------- Amplifiers 13% $ 532 $ 446 $ 467 $ 371 % Total Sales 21% 19% 18% 18% Y-Y 19% -5% 26% 8% - --------------------------------- ---- ------- ------- ------- ------- Power Management & References -3% $ 220 $ 214 $ 264 $ 243 % Total Sales 8% 9% 10% 12% Y-Y 3% -19% 9% 29% - --------------------------------- ---- ------- ------- ------- ------- Other Analog 16% $ 302 $ 243 $ 286 $ 194 % Total Sales 12% 10% 11% 9% Y-Y 24% -15% 47% 6% - --------------------------------- ---- ------- ------- ------- ------- Total Analog Products 12% $2,077 $1,830 $1,901 $1,471 % Total Sales 81% 77% 72% 72% Y-Y 13% -4% 29% 13% - --------------------------------- ---- ------- ------- ------- ------- - --------------------------------- ---- ------- ------- ------- ------- General Purpose DSP 9% $ 205 $ 187 $ 176 $ 160 % Total Sales 8% 8% 7% 8% Y-Y 10% 6% 10% 7% - --------------------------------- ---- ------- ------- ------- ------- DSP-based DSL ASIC and Network Processor Product Line(a) -40% $ 14 $ 55 $ 56 $ 65 % Total Sales 1% 2% 2% 3% Y-Y -74% -2% -13% 8% - --------------------------------- ---- ------- ------- ------- ------- Wireless Handset Chipsets -5% $ 239 $ 267 $ 433 $ 275 % Total Sales 9% 11% 16% 14% Y-Y -10% -38% 56% 145% - --------------------------------- ---- ------- ------- ------- ------- Other DSP -21% $ 38 $ 50 $ 68 $ 76 % Total Sales 1% 2% 3% 4% Y-Y -25% -26% -10% -6% - --------------------------------- ---- ------- ------- ------- ------- Total DSP Products -5% $ 496 $ 559 $ 733 $ 576 % Total Sales 19% 23% 28% 28% Y-Y -11% -24% 27% 43% - --------------------------------- ---- ------- ------- ------- ------- - --------------------------------- ---- ------- ------- ------- ------- TOTAL ADI 8% $2,573 $2,389 $2,634 $2,047 % Total Sales 100% 100% 100% 100% Y-Y 8% -9% 29% 20% - --------------------------------- ---- ------- ------- ------- ------- (a) Disposed of DSP-based DSL ASIC and network processor product line in the second quarter of fiscal 2006 CONTACT: Analog Devices, Inc. Maria Tagliaferro, 781-461-3282 781-461-3491 (fax) Director of Corporate Communications investor.relations@analog.com