e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
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(Mark One) |
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X
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from _______________ to ________________
Commission file number 1-7819
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
ANALOG DEVICES, INC.
(Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office)
One Technology Way
Norwood, Massachusetts 02062-9106
TABLE OF CONTENTS
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
Financial Statements
- Audited Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005.
- Audited Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2006 and 2005.
Supplemental Schedule
- Schedule H-Line 4i Schedule of Assets (Held at End of Year).
Exhibits
- Consent of Independent Registered Public Accounting Firm, filed herewith.
2
Independent Registered Public Accounting Firm
The Administration Committee and Participants
Analog Devices, Inc.
The Investment Partnership Plan
We have audited the accompanying statements of net assets available for benefits of the Analog
Devices, Inc. The Investment Partnership Plan as of December 31, 2006 and 2005, and the related
statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December
31, 2006, is presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
Boston, Massachusetts
June 25, 2007
3
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
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2006 |
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2005 |
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ASSETS |
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Investments, at fair value |
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$ |
780,805,925 |
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$ |
723,158,359 |
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Accrued interest and dividends |
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1,697,696 |
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1,013,306 |
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Employer contributions receivable |
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753,005 |
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Employee contributions receivable |
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632,692 |
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Participant loans receivable |
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9,468,752 |
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9,286,846 |
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Total assets |
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791,972,373 |
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734,844,208 |
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LIABILITIES |
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Payables Pending investment transactions |
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(693,142 |
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(645,515 |
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Net assets available for benefits |
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$ |
791,279,231 |
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$ |
734,198,693 |
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See accompanying notes.
4
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2006 and 2005
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2006 |
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2005 |
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Investment income: |
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Interest income |
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$ |
559,074 |
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$ |
482,066 |
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Net appreciation in fair value of investments |
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12,734,153 |
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8,301,457 |
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Dividend income and capital gains distributions |
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44,035,349 |
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22,076,189 |
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Net investment income |
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57,328,576 |
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30,859,712 |
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Contributions: |
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Employer |
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23,068,616 |
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22,313,378 |
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Employee |
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31,180,426 |
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28,748,324 |
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Total contributions |
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54,249,042 |
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51,061,702 |
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Participant withdrawals |
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(54,497,080 |
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(34,603,947 |
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Net increase in net assets available for benefits |
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57,080,538 |
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47,317,467 |
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Net assets available for benefits at beginning of year |
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734,198,693 |
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686,881,226 |
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Net assets available for benefits at end of year |
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$ |
791,279,231 |
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$ |
734,198,693 |
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See accompanying notes.
5
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
A. Description of Plan
The following description of the Analog Devices, Inc. (the Company) The Investment
Partnership Plan (the Plan) provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plans provisions.
1. General. The Plan is a contributory defined contribution plan sponsored and administered by
the Company. It is subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
2. Eligibility. Domestic employees of the Company are eligible to participate in the Plan on
the first day of employment. The Company contributions are effective on the first day
following one year of service. For eligibility purposes, a year of service is a 12-month
period during which an employee completes at least 1,000 hours of service.
3. Contributions. Basic contributions will be made at the sole discretion of the Company. For
2006 and 2005, the Company decided to make the annual basic contribution at 5% of each
participants total eligible compensation. The Internal Revenue Service defined total eligible
compensation as an amount not to exceed $220,000 for 2006 and $210,000 for 2005. For 2007,
this amount will increase to $225,000. The Company matches each participants pre-tax
contribution, if any, by contributing an amount not to exceed 3% of such participants total
eligible compensation. A participant may voluntarily contribute to the Plan up to 50% of his
or her pre-tax total eligible compensation; however, pre-tax contributions could not exceed
$15,000 in 2006 and $14,000 in 2005. This amount will increase to $15,500 for 2007. Effective
as of September 29, 2006, an employee who does not elect to make pre-tax contributions to the
Plan nor gives the Company notice of his or her intent not to contribute within sixty days of
his or her employment commencement date will be automatically enrolled to make a pre-tax
contribution of 4% of his or her compensation.
Company contributions, participants pre-tax contributions and the net investment income
related to all contributions are excluded from the participants income for federal income tax
purposes until such amounts are withdrawn or distributed.
6
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
4. Investment Options. The investment options of the Plan are listed below.
Analog Devices, Inc. Stock Fund
Calamos Growth Fund
Fidelity Diversified International Fund
Fidelity Equity Income Fund
Fidelity Growth Company Fund
Fidelity Growth & Income Portfolio
Fidelity Low-Priced Stock Fund
Fidelity Freedom Income Fund
Fidelity Freedom 2000 Fund
Fidelity Freedom 2005 Fund
Fidelity Freedom 2010 Fund
Fidelity Freedom 2015 Fund
Fidelity Freedom 2020 Fund
Fidelity Freedom 2025 Fund
Fidelity Freedom 2030 Fund
Fidelity Freedom 2035 Fund
Fidelity Freedom 2040 Fund
Fidelity Magellan Fund
Fidelity U.S. Bond Index Fund
Fidelity U.S. Equity Index Commingled Pool
Fidelity Income Fund
Hotchkis and Wiley Mid-Cap Value Fund
Templeton Foreign Fund
Spartan International Index Fund
Royce Low-Priced Stock Fund
Vanguard Mid-Cap Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Small-Cap Index Fund
Additionally, participants have the option to invest assets in Fidelity, non-Fidelity funds and
in a self-directed brokerage service that allows participants access to a wide variety of
stocks, bonds, short-term securities and mutual funds.
5. Vesting. Employee contributions: Employee contributions are immediately 100% vested and
nonforfeitable at the time they are deducted from the participants compensation. Investment
income on employee contributions vests as earned.
7
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
Company Basic Contributions: Company basic contributions and investment earnings thereon
become fully vested upon the first to occur of (i) completion of five years of service with the
Company, (ii) reaching age 65, (iii) death or permanent disability while employed by the
Company or (iv) if employment is terminated by the Company after December 31, 2005 due to job
elimination, the closing of a facility or as the result of the disposition of a business unit.
Effective January 1, 2007, Company basic contributions and investments earnings thereon become
100% vested after three years of service.
Company Match Contributions: Effective January 1, 2002, company match contributions made
thereon and investment earnings thereon become 100% vested after three years of service.
Company match contributions made prior to January 1, 2002 and investment earnings thereon
become fully vested upon the first to occur of (i) completion of five years of service with the
Company, (ii) reaching age 65, (iii) death or permanent disability while employed by the
Company or (iv) if employment is terminated by the Company after December 31, 2005 due to job
elimination, the closing of a facility or as the result of the disposition of a business unit.
Effective January 1, 2007, Company basic contributions and investments earnings thereon become
100% vested after three years of service.
6. Benefits. Upon normal retirement at age 65, death, permanent disability or termination of
employment, the participants vested benefits are paid to the participant or his or her
beneficiary, at the election of the participant, either in a lump sum or in monthly
installments over a period of up to ten years. A participant may elect to defer payment of his
or her account until he or she attains age 70 1/2. However, if a participants vested benefits
are less than $1,000 for 2006 and 2005, upon termination of employment, distribution will be
made in the form of a lump-sum payment within one year following termination of employment.
Participants may request an in-service withdrawal for any reason after he or she attains age 59
1/2.
7. Loans. Participants may borrow the lesser of 50% of their vested account balance or
$50,000, as defined by the Plan. Participants repay loans plus interest to their accounts through
payroll deductions, generally over a five-year period unless for the purchase of a primary
residence, in which case the repayment period may be extended up to a maximum of twenty years.
The interest rate on loans, which is announced quarterly, is tied to the interest rate of
Treasury Bonds with 3- and 10-year maturities. Once determined, the interest rate is fixed for
the duration of the loan.
8. Accounting. A separate account is maintained for each participant. Account balances are
adjusted periodically for employee and Company contributions, withdrawals and a pro rata share
of net investment income or loss. Forfeitures that arise when participants terminate employment
with the Company prior to vesting are used to offset future Company contributions and
administrative expenses of the Plan. If an employee who had terminated after December 31, 1984
returns to the employment of the Company within five years, any amount that had been forfeited
will be reinstated by the Company.
8
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
All transactions of the Plan (including contributions, withdrawals and exchanges) have been
accounted for and reported using units as well as dollars. Net investment income (loss) in each
fund is allocated based on the shares or units in each participants account, except for the
Self-Directed Brokerage Service, whereby earnings are recorded on a transaction specific basis.
9. Investment allocation. The vested and nonvested share of a participants account balance is
invested in one or more of the funds depending upon the allocation instructions of the
participant. In the absence of such allocation instructions, all amounts accruing to the
participant are invested in the Fidelity Income Fund. Effective January 1, 2007, if a new
participant does not make an investment election, their savings will be invested in a Fidelity
Freedom Fund, based on their projected retirement timeframe. They may change this election at
any time.
10. Continuation of the Plan. While the Company has not expressed any intent to terminate the
Plan or suspend contributions, it is free to do so at any time. In the event of such
termination or suspension, each participant would have a nonforfeitable right to all monies in
his or her account.
B. Summary of Significant Accounting Policies
1. Basis of presentation. The accompanying financial statements have been prepared on the
accrual basis of accounting.
2. Investments. Investments are reported at fair value, based on quoted market prices.
Participant loans are reported at their outstanding carrying balance, which approximates fair
value.
3. Contributions. Contributions from employees are recorded when the Company makes payroll
deductions from plan participants. Company contributions are accrued at the end of the period
in which they become obligations of the Company based upon the terms of the Plan.
4. Investment income (loss). Net investment income (loss) consists of interest income, dividends
and capital gain/loss distributions from the money market and mutual funds, realized gains or
losses on sales of investments and the change in net unrealized appreciation (depreciation)
between the cost and market value of investments at the beginning and end of the period.
All interest, dividends and capital gains distributions are reinvested in the respective funds
and are recorded as earned on an accrual basis.
9
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
5. Income tax status. The Plan has received a determination letter from the Internal Revenue
Service, dated May 1, 2003, stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation.
Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once
qualified, the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan Committee believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, that the Plan, as amended, is qualified and
the related trust is tax exempt.
6. Related Party. Certain Plan investments are shares of mutual funds managed by FMR Corp. FMR
Corp. is a related party to the trustee and recordkeeper of the Plan, and therefore, these
transactions qualify as party-in-interest. Fees paid by the Company to the trustee and
recordkeeper for administrative expenses amounted to $41,178 and $37,465 for the years ended
December 31, 2006 and 2005, respectively.
The Plan also offers the Analog Devices, Inc. Common Stock Fund investment option. The Analog
Devices, Inc. Common Stock Fund is designed for investment in the common stock of the Company.
In addition, some of the investments in the Plan hold the Companys Common stock. These
transactions qualify as party-in-interest transactions.
Loans to participants also qualify as party-in-interest transactions.
7. Administrative expenses. For the years ended December 31, 2006 and 2005, the Company elected
to pay the administrative expenses of the Plan. Certain expenses resulting from participant
loans and investment fees are deducted directly from participant accounts.
8. Use of estimates. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported
amounts of changes in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
9. Risk and uncertainties. The Plan and its participants invest in various securities.
Investment securities are exposed to various risks such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will occur in the near
term and that such changes could materially affect participants account balances and the
amounts reported in the statements of net assets available for benefits.
10
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
Years ended December 31, 2006 and 2005
C. Trustee and Plan Recordkeeper
Fidelity Management Trust Company and Fidelity Institutional Retirement Services Company serve as trustee and recordkeeper,
respectively, to the Plan.
D. Investments
The following investments represent five percent or more of the Plans net assets:
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December 31, |
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2006 |
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2005 |
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Analog Devices, Inc. Common Stock Fund |
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$ |
125,861,256 |
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$ |
147,848,532 |
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Fidelity Income Fund |
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133,130,425 |
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135,205,496 |
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Fidelity Equity Income Fund |
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60,971,905 |
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49,788,467 |
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Fidelity Growth Company Fund |
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50,664,578 |
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46,925,654 |
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Fidelity Low-Priced Stock Fund |
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50,900,019 |
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46,016,158 |
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Fidelity Magellan Fund |
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* |
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41,550,184 |
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*The current year balance is less than 5% of the Plans net assets.
The Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
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Year Ended |
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December 31, |
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2006 |
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2005 |
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Common stock |
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$ |
(8,304,622 |
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$ |
(3,987,255 |
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Mutual funds |
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20,873,831 |
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12,313,619 |
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Bonds |
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3,348 |
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(4,490 |
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Others |
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161,596 |
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(20,417 |
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Net appreciation in fair value of investments |
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$ |
12,734,153 |
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$ |
8,301,457 |
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11
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2006
12
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
EIN NO: 04-2348234 PLAN NO: 003
SCHEDULE H-LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2006
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Current |
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Shares |
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Value |
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Description of Investment: |
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Fidelity (1) Income Fund |
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133,130,425 |
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$ |
133,130,425 |
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Fidelity (1) Diversified International Fund |
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798,613 |
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29,508,763 |
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Fidelity (1) Equity Income Fund |
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1,041,365 |
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60,971,905 |
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Fidelity (1) Freedom Income Fund |
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260,826 |
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3,009,933 |
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Fidelity (1) Freedom 2000 Fund |
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150,649 |
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1,877,085 |
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Fidelity (1) Freedom 2005 Fund |
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23,634 |
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274,387 |
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Fidelity (1) Freedom 2010 Fund |
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821,439 |
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12,009,437 |
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Fidelity (1) Freedom 2015 Fund |
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109,794 |
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1,339,483 |
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Fidelity (1) Freedom 2020 Fund |
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747,629 |
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11,610,683 |
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Fidelity (1) Freedom 2025 Fund |
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120,829 |
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1,542,988 |
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Fidelity (1) Freedom 2030 Fund |
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997,425 |
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15,988,719 |
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Fidelity (1) Freedom 2035 Fund |
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125,539 |
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1,655,865 |
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Fidelity (1) Freedom 2040 Fund |
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524,391 |
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4,971,231 |
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Fidelity (1) Growth Company Fund |
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726,791 |
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50,664,578 |
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Fidelity (1) Growth & Income Portfolio |
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586,013 |
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18,254,320 |
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Fidelity (1) Low-Priced Stock Fund |
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1,169,040 |
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50,900,019 |
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Fidelity (1) Magellan Fund |
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418,828 |
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37,493,482 |
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Fidelity (1) U.S. Bond Index Fund |
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2,239,883 |
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24,325,128 |
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Fidelity (1) U.S. Equity Index Commingled Pool |
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520,134 |
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23,619,291 |
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Calamos Growth Fund |
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158,010 |
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8,516,736 |
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Hotchkis and Wiley Mid-Cap Value Fund |
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855,460 |
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25,535,481 |
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Royce Low-Priced Stock Fund |
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703,571 |
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11,841,101 |
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Templeton Foreign Fund |
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1,570,662 |
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21,423,829 |
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Spartan International Index Fund |
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273,972 |
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12,093,144 |
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Vanguard Mid-Cap Index Fund |
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601,164 |
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11,891,017 |
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Vanguard Short-Term Bond Index Fund |
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420,342 |
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|
4,157,189 |
|
Vanguard Small-Cap Index Fund |
|
|
159,305 |
|
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|
5,196,534 |
|
Participants Self-Directed Brokerage Accounts |
|
|
|
|
|
|
71,141,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
654,944,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analog Devices, Inc. Common Stock Fund: |
|
|
|
|
|
|
|
|
Analog Devices Inc. Common Stock(1) |
|
|
3,651,687 |
|
|
|
120,030,952 |
|
Fidelity (1) Institutional Cash Portfolio Money Market Portfolio |
|
|
|
|
|
|
5,830,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,861,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
780,805,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans Receivable (1) (2) |
|
|
|
|
|
$ |
9,468,752 |
|
|
|
|
|
|
|
|
|
|
(1) Indicates party-in-interest to the Plan. |
|
(2) The loan account at December 31, 2006 bears interest at rates ranging from 3.5% to
10.00%, with terms ranging from less than 1 year to 20 years. |
Note: Cost information has not been included because all investments are participant-directed.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be signed
by the undersigned hereunto duly authorized.
|
|
|
|
|
|
ANALOG DEVICES, INC.
THE INVESTMENT PARTNERSHIP PLAN
(the Plan)
|
|
By: |
/s/ Joseph E. McDonough
|
|
|
Joseph E. McDonough |
|
|
Vice President-Finance and Chief Financial Officer of
Analog Devices, Inc. and Member of The Investment
Partnership Plan Administration Committee |
|
June 27, 2007
14
exv23w1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-2502,
2-95495, 33-43128, and 333-08493) pertaining to the Analog Devices, Inc. The Investment Partnership
Plan of our report, dated June 25, 2007, with respect to the financial statements and schedule of
the Analog Devices Inc. The Investment Partnership Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 2006.
Boston, Massachusetts
June 25, 2007