Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2009
Analog Devices, Inc.
(Exact Name of Registrant as Specified in 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 7.01. Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 Slide Presentation | ||||||||
Table of Contents
Item 7.01. Regulation FD Disclosure
Attached hereto as Exhibit 99.1 are slides being presented to investors in connection with a
registered public offering by Analog Devices, Inc. of debt securities.
The information in this Item 7.01, and the slide presentation in Exhibit 99.1 attached to this
Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section; nor shall this Item 7.01, such
Exhibit 99.1, or any of the information contained herein or therein be deemed incorporated by
reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
See Exhibit Index attached hereto.
Table of Contents
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.
| ANALOG DEVICES, INC. |
||||
| Date: June 25, 2009 | By: | /s/ David A. Zinsner | ||
| David A. Zinsner | ||||
| Vice President and Chief Financial Officer | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Slide presentation (such Exhibit 99.1 is furnished and not filed). |
Exhibit 99.1
| Analog Devices, Inc. $375 million Senior Notes Offering June 2009 |
| 1 Safe Harbor Statement This presentation contains forward-looking statements, including with respect to expected financial results, sales growth and customer demand, market share, and expected market conditions. Such forward-looking statements are based on our current expectations, beliefs, assumptions, estimates and projections, and are inherently uncertain. Actual outcomes and results may differ materially from what is expressed in such forward-looking statements, and such statements are not guarantees of future performance and should not be relied upon as representing Analog Devices' expectations or beliefs as of any date subsequent to the date hereof. We do not undertake any obligation to update forward-looking statements made by us. Important factors that may affect future operating results include: continuing adversity in economic conditions in the United States and international markets, including as a result of the ongoing crisis in global credit and financial markets, further erosion of consumer confidence and further declines in customer spending, the effectiveness of our efforts to refocus our operations and reduce our cost structure, the effects of declines in customer demand for our products and for end products that incorporate our products, competitive pricing pressures, unavailability of raw materials or wafer fabrication, assembly and test capacity, any delay or cancellation of significant customer orders, changes in geographic, product or customer mix, adverse results in litigation matters, and other risk factors described in our most recent filings with the Securities and Exchange Commission. |
| 2 Today's presenters David Zinsner Chief Financial Officer of ADI since January 12, 2009 Chief Financial Officer at Intersil 2005 - 2008 Bill Martin Treasurer and Director of Mergers and Acquisitions since 1993 Assistant Treasurer from October 1991 - March 1993 Manager of Treasury Finance from March 1987 - October 1991 Manager of International Treasury from October 1985 - March 1987 |
| 3 Offering summary Issuer: Analog Devices, Inc. Securities: Senior Unsecured Notes Size: $375 million Form of Offering: SEC Registered Maturity: 5 years Ratings: Moody's: A3 (Stable) S&P: BBB+ (Stable) Covenants: Limitations on Liens Limitations on Sales and Leasebacks Limitation on Mergers and Other Transactions Change of Control at 101% Use of proceeds: General corporate purposes Bookrunners: Credit Suisse, Bank of America |
| 4 Key investment highlights Highly diversified business model with broad exposure to products, customers, end markets and geographies Leading market position with attractive growth prospects Highly-proprietary products with long product life cycles and high margin profile Efficient cost structure and low capital requirements Consistently high-quality financial results with proven ability to generate strong cash flows through the cycle Conservative capital structure strategy ? ? ? ? ? ? |
| 5 What does Analog Devices do? Global leader in real world signal processing Analog semiconductors enable everything from traditional industrial and electronic systems to cutting edge, next-generation medical and communication applications |
| 6 Analog Is Everywhere |
| 7 Attractive market opportunity Worldwide Standard Linear Analog Integrated Circuits Consumption by End Market 2004-2013E Long product life cycles Proprietary products Large customer base Strong customer loyalty High fragmentation Stable ASPs ($ in billions) Source: iSuppli - 2009 (Q1 Update). 2009 to 2013 CAGR: 10% |
| 8 ....With superior market characteristics The analog market is materially less volatile than the digital market Average digital downturn (16%) Average analog downturn (8%) Worldwide semiconductor industry revenue ($ In millions) Digital ? More Volatile Analog ? Less Volatile Source: SIA, World Semiconductor Forecast, November 2008. |
| 9 Highly Fragmented Competitive Landscape 2008 Global Standard Linear Analog IC Market Share Source: iSuppli - 2009 (Q1 Update). Analog Devices |
| 10 ADI's business model Long product lifecycles Proprietary products - even in "common use" applications Broad and diversified attractive customer base Leadership in highly attractive markets Leading position in converters and high-performance amplifiers Strong customer loyalty and collaborative relationships Opportunity for product extension enabled by brand and product strength ? ? ? ? ? ? ? |
| 11 Long product lifecycles ADI's analog products Source: Company data. |
| 12 Product and customer diversification Greater than 60% of product revenue is proprietary Over 10,000 parts limiting reliance on any specific product ? ? Source: Company data. Product diversification Customer diversification FY 2008 revenue by product type Over 60,000 total customers No customer represents more than 5% of total revenues The top 20 customers accounted for approximately 32% of revenues in FY2008 ? ? ? |
| 13 Leadership position in multiple product segments Product Category Position Share Market Size Converters 49% $2.7bn Amplifiers 23% $2.9bn Total Standard Linear Analog 12% $15.3bn General-purpose DSP 7% $1.1bn #1 #2 #2 #2 Source: Standard Linear Analog data based on Databeans estimates - April 2009. General-purpose DSP data based on Gartner research dated March, 2009. |
| 14 The strength of ADI's brand affords growth opportunities, particularly in power management Power management is a large, highly fragmented and high-margin market that represents growth opportunities for Analog Devices Customers rank ADI as one of their preferred power management vendors based on ADI's strengths across the signal chain ADI has made significant investments in power management over the last 3 years and has grown its portfolio to approximately 200 products Deep relationships with customers in signal processing applications positions ADI to grow share in power management |
| 15 End market diversification Factory Automation Instrumentation Motor Control Process Control Automatic Test Equipment Aerospace/Defense Energy Management And More Industrial & Instrumentation Computer HDTV Home Theater Audio/Video Systems Digital Cameras Video Games And More Consumer Wireless Infrastructure Wireless Handsets Automotive Other Comms Infrastructure Healthcare Source: Company data. FY 2008 |
| 16 Manufacturing strategy Results in low capital expenditure requirements Diversified manufacturing strategy utilizing internal and external capabilities Internal capacity where process technology matters and product life cycles are long; external capacity for everything else Analog chip manufacturing does not require leading edge factories Completed the necessary investments to consolidate fabrication facilities over the past several years |
| 17 ADI's financial model Stable, consistent revenue growth High margins Low capital spending High cash flow conversion Strong operating leverage Positioned effectively for recovery or continued recessionary environment Emphasis on organic growth and a conservative acquisition strategy ? ? ? ? ? ? ? |
| 18 15-years of consistent revenue growth... 1994 to 2008 Revenue CAGR: 9% Source: Company data. Note: FY05-FY08 numbers represent revenue from continuing operations. |
| 19 ....and significant cashflow generation Source: Company data. (1) FY05 - FY08 operating cashflow includes operating cashflow from discontinued operations. (2) FY05 - FY08 operating cashflow as a % of revenue calculated as operating cashflow divided by total revenue, including revenue provided by discontinued operations. (2) (1) |
| 20 High margin profile Source: Company data. Note: FY05-FY08 metrics are calculated as a percentage of revenue from continuing operations. ADI has been able to leverage its stable and attractive gross margins into a 20%+ operating margin business over the last 5 years |
| 21 Low capital spending requirements Note: FY09 Capital expenditures based on Company's guidance as of Q2 2009. FY05-FY08 metrics are calculated as a percentage of revenue from continuing operations. Having completed the necessary investments needed to consolidate its manufacturing facilities ADI is projecting low capital expenditures in 2009 |
| 22 High cash flow conversion Source: Company data. Note: FY05-FY08 metrics are calculated using total revenue including revenue provided by discontinued operations. (1) Free Cash Flow defined as Net cash provided by operations minus capital expenditures. (1) |
| 23 Pro forma capitalization |
| 24 Key investment highlights Highly diversified business model with broad exposure to products, customers, end markets and geographies Leading market position with attractive growth prospects Highly-proprietary products with long product life cycles and high margin profile Efficient cost structure and low capital requirements Consistently high-quality financial results with proven ability to generate strong cash flows through the cycle Conservative capital structure strategy ? ? ? ? ? ? |
| 25 Appendix |
| 26 Historical Income Statement |
| 27 Historical Balance Sheet |
| 28 Historical Cash Flow |
| 29 Reconciliation of Non-GAAP financial information Table of reconciliation of GAAP Net Income (from continuing operations) to Non-GAAP EBITDA (in millions) (unaudited) |
| 30 |