1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 1, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from_______________ to ________________
Commission File No. 1-7819
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2348234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Way, Norwood, MA 02062-9106
(Address of principal executive offices) (Zip Code)
(617) 329-4700
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
The number of shares outstanding of each of the issuer's classes of Common
Stock as of February 28, 1997 was 159,989,045 shares of Common Stock.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(thousands except per share amounts)
Three Months Ended
------------------
February 1, 1997 February 3, 1996
---------------- ----------------
Net sales $292,063 $280,769
Cost of sales 148,621 138,219
-------- --------
Gross margin 143,442 142,550
Operating expenses:
Research and development 45,704 40,857
Selling, marketing, general and
administrative 45,131 48,803
-------- --------
90,835 89,660
-------- --------
Operating income 52,607 52,890
Nonoperating expenses (income):
Interest expense 3,780 1,828
Interest income (3,394) (3,899)
Other (7) 783
-------- -------
379 (1,288)
-------- -------
Income before income taxes 52,228 54,178
Provision for income taxes 13,048 14,086
-------- --------
Net income $ 39,180 $ 40,092
======== ========
Shares used to compute earnings per share 175,950 165,576
======== ========
Earnings per share of common stock $ 0.23 $ 0.25
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands)
Assets February 1, 1997 November 2, 1996 February 3, 1996
---------------- ---------------- ----------------
Cash and cash equivalents $ 248,142 $ 210,109 $ 195,549
Short-term investments 19,682 89,810 174,355
Accounts receivable, net 242,921 241,847 190,400
Inventories:
Finished goods 63,724 72,039 48,839
Work in process 118,142 115,799 84,398
Raw materials 30,441 31,039 24,531
---------- ---------- ----------
212,307 218,877 157,768
Deferred tax assets 45,000 44,879 41,700
Prepaid expenses 15,896 14,728 12,926
---------- ---------- ----------
Total current assets 783,948 820,250 772,698
---------- ---------- ----------
Property, plant and equipment,
at cost:
Land and buildings 143,183 140,776 139,658
Machinery and equipment 831,436 800,086 686,776
Office equipment 50,123 46,307 43,855
Leasehold improvements 81,320 80,099 45,164
---------- ---------- ----------
1,106,062 1,067,268 915,453
Less accumulated depreciation
and amortization 504,150 483,946 438,930
---------- ---------- ----------
Net property, plant and
equipment 601,912 583,322 476,523
---------- ---------- ----------
Investments 116,059 68,382 20,784
Intangible assets, net 16,310 16,846 16,722
Deferred charges and other
assets 26,257 26,885 22,650
---------- ---------- ----------
Total other assets 158,626 112,113 60,156
---------- ---------- ----------
$1,544,486 $1,515,685 $1,309,377
========== ========== ==========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Liabilities and Stockholders'
Equity February 1, 1997 November 2, 1996 February 3, 1996
---------------- ---------------- ----------------
Short-term borrowings and current
portion of long-term debt $ 1,434 $ 178 $ 2,193
Obligations under capital leases 11,445 10,960 7,024
Accounts payable 79,167 90,177 96,243
Deferred income on shipments to
domestic distributors 34,074 38,400 34,182
Income taxes payable 50,393 46,459 35,717
Accrued liabilities 70,507 84,062 82,101
---------- ---------- ----------
Total current liabilities 247,020 270,236 257,460
---------- ---------- ----------
Long-term debt 310,000 310,000 310,000
Noncurrent obligations under
capital leases 47,625 43,666 26,248
Deferred income taxes 18,000 16,992 6,000
Other noncurrent liabilities 15,797 11,956 8,516
---------- ---------- ----------
Total noncurrent liabilities 391,422 382,614 350,764
---------- ---------- ----------
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value,
500,000 shares authorized,
none outstanding - - -
Common stock, $.16 2/3 par value,
600,000,000 shares authorized,
159,886,615 shares issued
(158,745,219 in November 1996,
114,990,492 in February 1996) 26,648 26,458 19,165
Capital in excess of par value 181,379 176,357 155,173
Retained earnings 692,546 653,365 521,556
Cumulative translation adjustment 5,982 6,655 5,574
---------- ---------- ----------
906,555 862,835 701,468
Less 21,120 shares in treasury,
at cost (none in November 1996,
and 50,713 in February 1996) 511 - 315
---------- ---------- ----------
Total stockholders' equity 906,044 862,835 701,153
---------- ---------- ----------
$1,544,486 $1,515,685 $1,309,377
========== ========== ==========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(thousands)
Three Months Ended
------------------
February 1, 1997 February 3, 1996
---------------- ----------------
OPERATIONS
Cash flows from operations:
Net income $ 39,180 $ 40,092
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 23,792 17,263
Deferred income taxes 995 992
Other noncash expenses (81) 25
Changes in operating assets and liabilities (16,993) (25,143)
-------- --------
Total adjustments 7,713 (6,863)
-------- --------
Net cash provided by operations 46,893 33,229
-------- --------
INVESTMENTS Cash flows from investments:
Maturities of short-term investments
available for sale 70,128 47,082
Long-term investments (47,677) -
Additions to property, plant and equipment, net (42,022) (62,059)
Increase in other assets 312 (11,797)
Purchase of short-term investments available
for sale - (139,627)
-------- --------
Net cash used for investments (19,259) (166,401)
-------- --------
FINANCING ACTIVITIES
Cash flows from financing activities:
Proceeds from equipment financing 7,123 35,000
Proceeds from employee stock plans 3,985 684
Payments on capital lease obligations (2,718) (1,788)
Net increase (decrease) in variable
rate borrowings (973) 12
Net proceeds from issuance of long-term debt - 224,385
Payments on long-term debt - -
-------- --------
Net cash provided by (used for) financing
activities 7,417 258,293
-------- --------
Effect of exchange rate changes on cash 2,982 1,125
-------- --------
Net increase (decrease) in cash and cash
equivalents 38,033 126,246
Cash and cash equivalents at beginning of period 210,109 69,303
-------- --------
Cash and cash equivalents at end of period $248,142 $195,549
======== ========
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes $ 6,839 $ 24,122
======== ========
Interest $ 4,688 $ 170
======== ========
See accompanying notes.
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Analog Devices, Inc.
Notes to Condensed Consolidated Financial Statements
February 1, 1997
Note 1 - In the opinion of management, the information furnished in the
accompanying financial statements reflects all adjustments, consisting only of
normal recurring adjustments, which are necessary to fairly state the
results for this interim period and should be read in conjunction with the most
recent Annual Report to Stockholders.
Note 2 - Certain amounts reported in the previous year have been reclassified to
conform to the 1997 presentation.
Note 3 - Impairment of Long-Lived Assets
The adoption by the Company on November 3, 1996 of the Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", did not materially affect the
Company's consolidated financial statements.
In the event that facts and circumstances indicate the Company's assets may be
impaired, an evaluation of recoverability would be performed. If an evaluation
is required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow value is required.
Note 4 - Stock-Based Compensation
Effective November 3, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based Compensation".
SFAS No. 123 requires the recognition of, or disclosure of, compensation expense
for grants of stock options or other equity instruments issued to employees
based on their fair value at the date of grant. As permitted by SFAS No. 123,
the Company elected the disclosure requirements instead of recognition of
compensation expense and therefore will continue to apply existing accounting
rules.
Note 5 - Investments
During fiscal 1996 the Company entered into a joint venture agreement with
Taiwan Semiconductor Manufacturing Company and other investors for the
construction and operation of a semiconductor fabrication facility in Camas,
Washington. The Company acquired an 18% equity ownership in the joint venture,
known as WaferTech, in return for a $140 million investment. In December 1996,
the Company paid the second installment of $42 million to WaferTech. The
remaining installment of $56 million is due on November 3, 1997.
Note 6 - Commitments and Contingencies
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended November 2, 1996, the Company is no longer engaged in an
enforcement proceeding brought by the International Trade Commission ("ITC")
related to previously settled patent infringement litigation with Texas
Instruments, Inc. However, the ITC has referred certain related matters to the
Department of Justice. The Company is unable to determine what, if any, action
may be taken by the Department of Justice, but the Company plans to vigorously
defend itself in the event that any enforcement action is taken by the
Department of Justice on any of the matters referred to it by the ITC.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
First Quarter of Fiscal 1997 Compared to the First Quarter of Fiscal 1996
Net sales for the 13-week first quarter of 1997 increased 4% to $292 million, as
compared to net sales of $281 million for the 14-week first quarter of fiscal
1996. The sales increase was principally attributable to increased sales volumes
of system-level IC products which rose 20% from the first quarter of fiscal
1996. This growth resulted from continuing strength in the communications market
and increased demand for general-purpose digital signal processing products.
System-level IC sales comprised approximately 38% of total first quarter
revenues compared to 33% of revenues for the first quarter of fiscal 1996.
During the first quarter of fiscal 1997 the Company continued to experience a
slowdown in incoming order rates as end use customers and distributors adjusted
their order patterns in recognition of their inventory levels and the much
shorter lead times being offered by the Company and other suppliers in the
semiconductor industry. As a result of the current market environment, the
Company will be more dependent on orders that are received and shipped in the
same quarter, which is typically associated with shortened lead times.
Sales of standard linear IC products ("SLICs"), which continue to make up the
largest and most profitable part of the Company's business declined 2% from
the same period last year. Sales of SLIC products accounted for 58% of total
sales, down from 61% one year ago reflecting the revenue growth experienced in
the system-level IC business.
Sales in the Southeast Asia region, which increased 62% from last year, were
driven principally by increased sales of communications products and hard disk
drive products. Sales to European customers increased 9% from the year earlier
period with much of this growth resulting from the Company's continued
penetration of applications in the communications market, particularly in
handsets and basestations used in the GSM (Global System for Mobile
Communications) digital cellular telephone system now widely deployed in
Europe. In North America sales remained virtually flat over the same period
last year as the increase in distributor sales was offset by the decline in OEM
sales. Sales in Japan decreased 28% from the first quarter of 1996 due partly
to a stronger average dollar to yen exchange rate and weakness in the
industrial markets.
Gross margin was 49.1% of sales in the first quarter of fiscal 1997 compared to
50.8% in the first quarter of fiscal 1996. The reduction in gross margin was
principally due to a change in the mix of products sold, increased costs
associated with the new manufacturing facilities and competitive pricing
pressures.
Research and development expense for the first quarter of fiscal 1997 grew 12%
over the same quarter last year to 15.6% of sales compared to 14.6% for the
first quarter of fiscal 1996 as the Company continued to increase its R&D
investment in opportunities in communications, computers, digital signal
processing, accelerometer and linear ICs.
Selling, marketing, general and administrative (SMG&A) expense decreased by
7.5% from the year earlier period. As a percentage of sales SMG&A decreased for
the first quarter to 15.5% from 17.4% in the first quarter of fiscal 1996. This
decline is a result of the Company's commitment to constrain spending,
extended vacation shutdowns during the first quarter of fiscal 1997 and the
fact that the first quarter of 1997 was a 13-week quarter versus a 14-week
quarter in 1996.
The operating income ratio declined to 18.0% of sales compared to 18.8% for the
first quarter of fiscal 1996. This was primarily a result of the decreased gross
margin ratio which was partially offset by the improved SMG&A expense-to-sales
ratio.
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Interest expense increased $2 million from the year earlier period due to the
outstanding $230 million of 3 1/2% Convertible Subordinated Notes which were
issued during the first quarter of fiscal 1996, and increased expense related to
capitalized leases. Interest income decreased $.5 million as a result of a lower
level of invested cash during the first quarter of fiscal 1997 as compared to
the first quarter of fiscal 1996.
The effective income tax rate decreased from 26.0% of sales for the year ago
quarter to 25.0% for the first quarter of fiscal 1997 due to a shift in the mix
of worldwide profits.
First Quarter of Fiscal 1997 Compared to the Fourth Quarter of Fiscal 1996
Net sales declined from $305 million from the fourth quarter of fiscal 1996 to
$292 million for the first quarter of 1997. This slowdown appeared to be due to
the continued broadbased inventory correction by end use customers and
distributors in response to the shorter lead times available for many products
from the Company and other suppliers. In addition, computer audio sales
decreased approximately $10 million as a result of software issues associated
with audio products which were experienced in the first quarter. During the
first quarter of fiscal 1997 SLIC sales increased 5.8% from the prior quarter
levels suggesting that the inventory correction phase may be easing.
Geographically sales decreased in most regions of the world, with the
exception of Japan which increased 2%.
The gross margin-to-sales ratio for the first quarter of fiscal 1997 declined
to 49.1% compared to the fourth quarter's 50.1%. This reduction was due to a
change in the mix of products sold, increased costs associated with the new
manufacturing facilities and competitive pricing pressures.
Research and development expenses were 15.6% of sales for the first quarter of
fiscal 1997 compared to 15.3% for the fourth quarter of fiscal 1997 as the
funding of new product development continued.
SMG&A expenses decreased $3 million compared to the prior quarter in dollars and
as a percentage of sales decreased from 15.9% to 15.5% as a result of tightened
spending and scheduled vacation shutdowns.
Nonoperating expenses increased $.7 million from the previous quarter
principally due to a decrease in interest income earned on lower levels of
invested cash.
Net income decreased 11%, from $44 million or $.26 per share for the fourth
quarter of fiscal 1996 to $39 million or $.23 per share for the first quarter of
fiscal 1997. This is principally due to the decline in net sales from the fourth
quarter of fiscal 1996 to the first quarter of fiscal 1997.
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Liquidity and Capital Resources
At February 1, 1997, cash, cash equivalents and short-term investments totaled
$268 million, a decrease of $32 million from the fourth quarter of fiscal 1996
and a decrease of $102 million from the first quarter of fiscal 1996. The
decrease in cash, cash equivalents and short-term investments from the first and
fourth quarters of fiscal 1996 was a result of cash used for investing
activities including capital expenditures and investments made to secure wafer
supply.
Cash provided by operating activities was $47 million or 16% of sales in the
first quarter of 1997 compared to $33 million or 12% of sales in the first
quarter of 1996. The change in operating cash flow from the year earlier period
was principally due to increased depreciation and a change in working capital
requirements associated with inventory and in various liability accounts.
Accounts receivable totaled $243 million at the end of the first quarter of
fiscal 1997, an increase of $1 million from the fourth quarter of fiscal 1996
and an increase of $52 million from the first quarter of fiscal 1996. The
number of days sales outstanding was 62, 72 and 76 for the first quarter of
1996, the fourth quarter of 1996 and the first quarter of fiscal 1997,
respectively. The principal cause of the increase in the number of days sales
outstanding is due to a larger percentage of the shipments occurring in the
last month of the first quarter of fiscal 1997 than occurred in the last month
of the first or fourth quarter of 1996. Additionally, there has been a change
in the geographic mix of sales from the first quarter of 1996 to the first
quarter of 1997 which resulted in increased sales in areas with typically
longer payment terms.
Inventories decreased $7 million or 3% to $212 million as compared to the
fourth quarter of fiscal 1996, and increased $55 million or 35% compared to the
first quarter of fiscal 1996. The decrease from the prior period is due
primarily to a shorter production cycle in the first quarter as most
manufacturing operations shutdown over the holidays. The growth from the prior
year is primarily due to the fact that in the first quarter of fiscal 1996 the
Company had been manufacturing capacity constrained which resulted in inventory
amounts below optimum levels. During fiscal 1996 there was a build in inventory
levels necessary to service increasing sales volumes. Inventories as a
percentage of annualized quarterly sales remained flat compared to the fourth
quarter of fiscal 1996 at 18% and increased from 14% for the first quarter of
fiscal 1996.
Accounts payable and accrued liabilities decreased $25 million or 14% from the
prior quarter due primarily to decreased capital spending as the Company's
capacity expansion programs neared completion.
Net additions to property, plant and equipment of $42 million for the first
quarter of fiscal 1997 were funded with a combination of internally generated
cash flow from operations and cash on hand. The expenditures in the first
quarter related to ongoing improvement of the Company's existing wafer
fabrication facilities in Wilmington, Massachusetts and Limerick, Ireland. The
Company is continuing to develop its facility in Cambridge, Massachusetts which
will be used for the production of accelerometer and other micromachined
products. In addition, the Company continued the development of the six-inch
wafer fabrication module located in Sunnyvale, California. This facility is
still in the process of being upgraded and modernized and a CBCMOS process is
currently being developed. The Company also completed the facilitization of the
new assembly and test site in the Philippines and production is scheduled to
commence during the second quarter of fiscal 1997. These expansion programs
caused depreciation expense to increase.
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In December 1996, based on the joint venture agreement with TSMC and other
investors, the Company paid the second installment of $42 million to WaferTech.
During fiscal 1996 the Company entered into this joint venture agreement for the
construction and operation of a semiconductor fabrication facility in Camas,
Washington. The Company acquired an 18% equity ownership in the joint venture,
known as WaferTech, in return for a $140 million investment. The remaining
installment of $56 million is due on November 3, 1997.
The Company currently plans to make capital expenditures of approximately $175
million during fiscal 1997, primarily in connection with the continued expansion
of its manufacturing capacity.
At February 1, 1997, substantially all of the Company's lines of credit were
unused, including its $60 million credit facility which expires in 2000.
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The Company believes that its existing sources of liquidity and cash expected to
be generated from future operations, together with current and anticipated
available long-term financing, will be sufficient to fund operations, capital
expenditures and research and development efforts for the foreseeable future.
Litigation
As set forth in Note 6 to the Condensed Consolidated Financial Statements
contained in this Form 10-Q for the fiscal quarter ended February 1, 1997, the
Company is no longer engaged in an enforcement proceeding brought by the
International Trade Commission ("ITC") related to previously settled patent
infringement litigation with Texas Instruments, Inc. However, the ITC has
referred certain related matters to the Department of Justice. The Company is
unable to determine what, if any, action may be taken by the Department of
Justice, but the Company plans to vigorously defend itself in the event that any
enforcement action is taken by the Department of Justice on any of the matters
referred to it by the ITC.
Factors Which May Affect Future Results
The Company's future operating results are difficult to predict and may be
affected by a number of factors including the timing of new product
announcements or introductions by the Company and its competitors, competitive
pricing pressures, fluctuations in manufacturing yields, adequate availability
of wafers and manufacturing capacity, changes in product mix and economic
conditions in the United States and international markets. In addition, the
semiconductor market has historically been cyclical and subject to significant
economic downturns at various times. During the past six months demand for the
Company's product has leveled off, and the Company has used this opportunity to
replenish inventory which had been depleted in the prior year. These higher
inventory levels expose the Company to the risk of obsolescence depending on the
mix of future business. As a result of these and other factors, there can be no
assurance that the Company will not experience material fluctuations in future
operating results on a quarterly or annual basis.
The Company's success depends in part on its continued ability to develop and
market new products. There can be no assurance that the Company will be able to
develop and introduce new products in a timely manner or that such products, if
developed, will achieve market acceptance. In addition, the Company's growth is
dependent on its continued ability to penetrate new markets such as the
communications, computer and automotive segments of the electronics market,
where the Company has limited experience and competition is intense. There can
be no assurance that the markets being served by the Company will grow in the
future; that the Company's existing and new products will meet the requirements
of such markets; that the Company's products will achieve customer acceptance in
such markets; that competitors will not force prices to an unacceptably low
level or take market share from the Company; or that the Company can achieve or
maintain profits in these markets. Also, some of the customers in these markets
are less well established which could subject the Company to increased credit
risk.
The semiconductor industry is intensely competitive. Certain of the Company's
competitors have greater technical, marketing, manufacturing and financial
resources than the Company. The Company's competitors also include emerging
companies attempting to sell products to specialized markets such as those
served by the Company. Competitors of the Company have, in some cases,
developed and marketed products having similar design and functionality as the
Company's products. There can be no assurance that the Company will be able
to compete successfully in the future against existing or new competitors or
that the Company's operating results will not be adversely affected by
increased price competition.
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During fiscal 1996, the Company increased substantially its manufacturing
capacity through both expansion of its production facilities and increased
access to third-party foundries; there can be no assurance that the Company
will not encounter unanticipated production problems at either its own
facilities or at third-party foundries; or if the demand were to increase
significantly that the increased capacity would be sufficient to satisfy demand
for its products. The Company relies, and plans to continue to rely, on
assembly and test subcontractors and on third-party wafer fabricators to supply
most of its wafers that can be manufactured using industry-standard digital
processes, and such reliance involves several risks, including reduced control
over delivery schedules, manufacturing yields and costs. In addition, the
Company's capacity additions will result in a significant increase in operating
expenses, and if revenue levels do not increase to offset these additional
expense levels, the Company's future operating results could be adversely
affected, including the potential adverse impact in operating results for "take
or pay" covenants in certain of its supply agreements. With its greater
capacity relative to demand, the Company has increased its levels of inventory.
The Company's business is subject to rapid technological changes and there can
be no assurance that products stocked in inventory will not be rendered
obsolete before they are utilized by the Company.
For the first quarter of fiscal 1997, 59% of the Company's revenues were derived
from customers in international markets. The Company has manufacturing
facilities in Ireland, the Philippines and Taiwan. The Company is therefore
subject to the economic and political risks inherent in international
operations, including expropriation, air transportation disruptions, currency
controls and changes in currency exchange rates, tax and tariff rates and
freight rates. Although the Company engages in certain hedging transactions to
reduce its exposure to currency exchange rate fluctuations, there can be no
assurance that the Company's competitive position will not be adversely affected
by changes in the exchange rate of the U.S. dollar against other currencies.
During the past quarter manufacturing constraints have eased and while the
Company intends to ensure that its manufacturing capacity and demand for its
products are in relative balance, no assurance can be given that from time to
time an imbalance between the Company's manufacturing capacity and the demand
for its products would not occur. Any such imbalance could adversely affect the
Company's consolidated results of operations.
The semiconductor industry is characterized by frequent claims and litigation
involving patent and other intellectual property rights. The Company has from
time to time received, and may in the future receive, claims from third parties
asserting that the Company's products or processes infringe their patents or
other intellectual property rights. In the event a third party makes a valid
intellectual property claim and a license is not available on commercially
reasonable terms, the Company's operating results could be materially and
adversely affected. Litigation may be necessary to enforce patents or other
intellectual property rights of the Company or to defend the Company against
claims of infringement, and such litigation can be costly and divert the
attention of key personnel. See Item 3 - "Legal Proceedings" from the Company's
Annual Report on Form 10K for the fiscal year ended November 2, 1997 for
information concerning pending litigation involving the Company. An adverse
outcome in such litigation, may, in certain cases, have a material adverse
effect on the Company's consolidated financial position or on its consolidated
results of operations or cash flows in the period in which the litigation is
resolved.
Because of these and other factors, past financial performance should not be
considered an indicator of future performance. Investors should not use
historical trends to anticipate future results and should be aware that the
trading price of the Company's common stock may be subject to wide fluctuations
in response to quarter-to-quarter variations in operating results, general
conditions in the semiconductor industry, changes in earnings estimates and
recommendations by analysts or other events.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 6. Exhibits and reports on Form 8-K
(a) See Exhibit Index
(b) Form 8-K - Reporting Date - November 5, 1996
Item Reported - Item 5. Other Events. On November 5, 1996 the
Registrant filed information relating to the appointment of Jerald G.
Fishman, the Company's President and Chief Operating Officer, to the
position of President and Chief Executive Officer, effective November
2, 1996, succeeding Ray Stata, the Company's founder, Chairman of the
Board and Chief Executive Officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Analog Devices, Inc.
-------------------
(Registrant)
Date: March 17, 1997 By: /s/ Jerald G. Fishman
-------------------------------
Jerald G. Fishman
President and
Chief Executive Officer
(Principal Executive Officer)
Date: March 17, 1997 By: /s/ Joseph E. McDonough
-------------------------------
Joseph E. McDonough
Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Analog Devices, Inc.
Item
10.1 1988 Stock Option Plan of Analog Devices, Inc., as amended, filed
herewith.
10.2 1994 Director Stock Option Plan of Analog Devices, Inc., as amended,
filed herewith.
11.1 Computation of Earnings per Share.
27 Financial Data Schedule
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