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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 30, 1999
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)
(781) 329-4700
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK $.16 2/3 PAR VALUE NEW YORK STOCK EXCHANGE
Title of Each Class Name of Each Exchange on Which Registered
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $16,009,763,070 based on the closing price of
the Common Stock on the New York Stock Exchange Composite Tape reporting system
on December 31, 1999.
As of December 31, 1999, there were 175,504,662 shares of $.16 2/3 par
value Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT DESCRIPTION 10-K PART
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Portions of Annual Report to Shareholders
for the fiscal year ended October 30, 1999 I and II
Portions of the Registrant's Proxy Statement
for the Annual Meeting of Stockholders to
be held March 14, 2000 III
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PART I
ITEM 1. BUSINESS
COMPANY OVERVIEW
Analog Devices, Inc. (Analog, ADI or the Company) is a world leader in the
design, manufacture and marketing of high-performance analog, mixed-signal and
digital signal processing (DSP) integrated circuits (ICs) used in signal
processing applications.
As of the end of fiscal 1999, approximately 40% of Analog's revenues came from
the communications market, making it the Company's largest and fastest growing
served market. Communications applications include wireless handsets and base
stations, as well as products used for high-speed access to the Internet,
including ICs used in ADSL and cable modems and central office networking
equipment.
Analog serves the PC market with products that monitor and manage power usage,
process signals used in flat panel displays and LCD projectors and enable PCs to
provide CD-quality audio. Analog also serves the high-end consumer market with
products used in digital cameras and camcorders, DVD players and surround sound
audio systems. Analog provides a broad array of products to the industrial
market, including products for automatic test equipment and for the digital
speed control of AC motors.
Analog's products are sold worldwide through a direct sales force, third-party
industrial distributors and independent sales representatives. The Company has
direct sales offices in 18 countries, including the United States. Approximately
46% of fiscal 1999 revenue came from customers in North America, while most of
the balance came from customers in Western Europe and the Far East.
The Company is headquartered near Boston, in Norwood, Massachusetts, and has
manufacturing facilities in Massachusetts, California, North Carolina, Ireland,
the Philippines and Taiwan. Founded in 1965, Analog Devices employs
approximately 7,400 people worldwide. The Company's stock is listed on the New
York Stock Exchange under the symbol ADI and is included in the Standard &
Poor's 500 Index.
INDUSTRY BACKGROUND
Real-world phenomena, such as temperature, pressure, sound, images, speed and
acceleration are inherently analog in nature, consisting of continuously varying
information. This information can be detected and measured using analog sensors,
which represent real-world phenomena by generating continuously varying voltages
and currents. The signals from these sensors are initially processed using
analog methods, such as amplification, filtering and shaping. They are then
usually converted to digital form for input to a microprocessor, which is used
to manipulate, store or display the information. In many cases, the signals are
further processed after conversion to digital form using a technology called
"digital signal processing," or DSP. In addition, digital signals are frequently
converted to analog form to provide signals for functions such as analog
display, audio output or control. These manipulations and transformations are
known collectively as "real-world signal processing."
Significant advances in semiconductor technology in recent years have led to
substantial increases in the performance and functionality of ICs used in signal
processing applications. These advances include the ability to sense, receive,
condition, convert and transmit signals from analog phenomena, such as voice and
video images, and process these signals in both the analog and digital domain.
The analog circuitry portion of the IC is used for manipulating real-world
signals while still in analog form and for converting analog signals into
digital form (or vice versa), and the digital portion is used for further
processing analog signals subsequent to their conversion to digital form. The
convergence of computing and communications requires applications that
incorporate these functions and the Company's products are used as components in
equipment and systems to achieve higher performance and more efficient signal
processing.
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PRINCIPAL PRODUCTS
The Company is engaged in the design, manufacture and marketing of a broad line
of high-performance ICs that incorporate analog, mixed-signal and digital signal
processing technologies that address a wide range of real-world signal
processing applications. The Company has a generic list of approximately 2,000
products, with the highest revenue product accounting for approximately 2% of
the Company's revenue for fiscal 1999. Many of the Company's products are
proprietary, while equivalents to other products are available from a limited
number of other suppliers. The Company also designs, manufactures and markets a
range of assembled products.
MARKETS AND APPLICATIONS
The following describes some of the characteristics of, and products supplied
to, each of the Company's major markets:
COMMUNICATIONS--The rapid development of broadband and wireless communications
infrastructure around the world combined with the development of the Internet
has created a rapidly growing market for the Company's products. Communications
technology involves the acquisition of analog signals that are converted from
analog to digital and digital to analog form as they are processed and
transmitted. ADI's expertise in combining analog and digital functionality on a
single chip has enabled the Company to develop products that fulfill the
technological challenges of this complex and rapidly expanding market space. The
need for ever higher speed and reduced power consumption, coupled with more
reliable, more bandwidth-efficient communications, is creating increasing demand
for the Company's products which are used in systems that include digital,
analog and mixed-signal processing capability. The products are used in the full
spectrum of signal processing for audio, data, image or video communication. In
broadband and wireless communication applications, the Company's products are
incorporated into data and digital subscriber line (DSL) modems, cellular
telephones, base station equipment and remote access servers.
COMPUTERS AND COMPUTER PERIPHERALS--Increased interface between users and the PC
through monitors, printers, scanners and audio devices and the increasing need
for power and thermal management capability in PCs have provided many
opportunities in the computer market. The Company's ability to integrate analog,
DSP and mixed-signal functionality on ICs has enabled ADI to supply many high
performance critical components required by PC manufacturers. The computer
industry requires smaller, lighter personal computers, creating increased demand
for high performance ICs to monitor power usage thereby allowing manufacturers
to use smaller batteries and extend battery life between charges. The Company
currently supplies a variety of ICs used in this market for functions such as
graphic displays, interfaces between PCs and peripherals such as modems and
printers, power and battery management, and enhanced audio input and output
capability for business and entertainment applications.
CONSUMER ELECTRONICS--The acquisition and display of signals combined with the
requirement for digital processing of these signals have allowed the Company to
combine analog and digital design capability to provide solutions that conform
to the rigorous cost, size and reliability constraints of the consumer
electronic market. The emergence of high-performance consumer products, such as
compact disc players, DVD players and digital camcorders and cameras, has led to
the need for high-performance system-level ICs with a high level of specific
functionality. The addition of monitoring and motor control devices on many
consumer products has also created new opportunities for the Company.
INDUSTRIAL--includes data acquisition systems, automatic process control
systems, robotics, environmental control systems and automatic test equipment
(ATE). These products generally require ICs that offer performance greater than
that available from commodity-level ICs, but generally do not have production
volumes that warrant custom or application-specific ICs. Combinations of analog
and mixed-signal ICs are usually employed to achieve the necessary
functionality, except in ATE applications where the high level of electronic
circuitry required per tester has created opportunities for the design of
system-level ICs.
INSTRUMENTATION--includes engineering, medical and scientific instruments. These
products are usually designed using the highest performance analog and
mixed-signal ICs available, where production volumes generally do not warrant
custom or application-specific ICs.
MILITARY/AEROSPACE--includes military, commercial avionics and space markets,
all of which require high-performance ICs that meet rigorous environmental and
reliability specifications. Nearly all of the Company's analog ICs can be
supplied in versions that meet appropriate military standards. In addition, many
products can be supplied to meet the standards required for broadcast satellites
and other commercial space applications. Most of the Company's products
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sold in this market are derived from standard commercial grade ICs, although the
Company sometimes develops products expressly for military/aerospace
applications.
AUTOMOTIVE--Although the automotive market has historically been served with
low-cost, low-performance ICs, demand has emerged for higher performance devices
for a wide range of applications. In response, the Company is developing
products specifically for the automotive market. The Company supplies a
micromachined IC used as a crash sensor in airbag systems, which serves as an
alternative to an electromechanical sensor. The Company believes that other
micromachined devices derived from this product may be suitable for other
automotive applications, such as roll-over sensing, global positioning satellite
(GPS) automotive navigation systems, anti-lock brakes and "smart" suspension
systems and other applications including earthquake detectors and high-end
computer joysticks.
RESEARCH AND DEVELOPMENT
The markets served by Analog are characterized by rapid technological changes
and advances. Accordingly, the Company makes substantial investments in the
design and development of new products and processes, and for significant
improvement of existing products and processes. ADI incurred $257 million during
fiscal 1999 for the design, development and improvement of new and existing
products and processes, compared to $219 million and $196 million during fiscal
1998 and fiscal 1997, respectively.
In support of its research and development activities, the Company employs
hundreds of engineers involved in product and process development at several
design centers and manufacturing sites located throughout the world.
As of October 30, 1999, the Company owned approximately 550 U.S. patents and had
150 patent applications on file with the United States patent office. The
Company believes that while its patents may provide some advantage, its
competitive position is largely determined by such factors as the knowledge,
ability and experience of the Company's personnel, new product development,
market recognition and ongoing marketing efforts, customer service and technical
support.
IC TECHNOLOGY
Analog Technology
Analog IC technology has been the foundation of the Company's business for more
than 25 years, and the Company believes it is one of the world's largest
suppliers of analog ICs. The Company's analog ICs are primarily
high-performance, single-function devices. The majority of the Company's analog
IC product revenue is attributable to sales of data converters
(analog-to-digital and digital-to-analog) and amplifiers. Other analog IC
products offered by the Company include analog signal processing devices (such
as analog multipliers), voltage references and comparators. Over the past few
years the Company has been expanding its analog IC product offerings into
product areas where its focus was previously limited, principally interface
circuits and power management ICs. It is also expanding its analog IC product
line to include a much larger number of products designed to operate from
single-supply 3 or 5 volt power sources to better meet the needs of customers
designing portable battery-operated equipment.
ADI's analog IC products tend to be general purpose in nature, which allows
customers to incorporate them in a wide variety of equipment and systems. ADI's
product portfolio includes several hundred analog ICs, any one of which can have
as many as several hundred customers. Analog ICs typically have long product
life cycles. The Company's analog IC customers include both OEMs and customers
who build equipment for their own use. Historically, most analog ICs have been
purchased by OEMs that serve the instrumentation, industrial and
military/aerospace markets, but they are now also being used for applications in
communications, computers, camcorders, scanners, automatic test equipment,
imaging and other consumer applications requiring high-performance real-world
signal processing. By using standard, high-performance, readily available,
off-the-shelf components in their designs, ADI's customers can reduce the time
required to develop and bring new products to market. Given the high cost of
developing customized ICs, analog ICs usually provide the most cost-effective
solutions for low to medium volume applications. In addition, combinations of
analog ICs connected together on a printed circuit board can provide
functionality not currently achievable using a single IC.
Other analog ICs include circuits that are designed to serve the needs of
particularly demanding applications, e.g. very high speed analog timing and pin
driver circuits needed by OEMs in the automatic test equipment business.
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Manufacturers of portable instrumentation need analog ICs designed to address
demanding battery life requirements, and need similar kinds of functions
available in analog IC products integrated into a single, very low-power chip.
Other principal requirements can include higher accuracy, lower cost per
function, smaller size, lower weight and fewer components for improved
reliability. These application specific products allow ADI's customers to design
smaller, lighter, higher performance, more power-efficient and lower-cost end
products. The Company believes that these benefits have become more important to
the Company's OEM customers as they increase their focus on high-performance,
small, lightweight products, many of which are battery-powered.
General Purpose DSP Technology
The Company's products that include DSP technology are designed to efficiently
execute specialized programs (algorithms) associated with processing digitized
real-time, real-world data. General-purpose DSP IC customers typically write
their own algorithms using software tools provided by the Company and software
tools obtained from third-party suppliers. All of these devices share a common
architecture which allows system designers to address cost, performance and
time-to-market constraints. ADI supports these products with specialized
applications and easy-to-use, low-cost design tools, which reduce product
development costs and time to market.
Mixed-Signal Technology
ADI's product range also includes multi-function mixed-signal devices which
incorporate combinations of analog and digital technology. The growing need to
allow user interface with computers and consumer products as well as the
development of communications systems has created new opportunities for these
mixed-signal devices. Examples of these devices include chipsets for
communication applications (GSM cellular phones, remote access servers, data and
fax modems), audio input/output devices and power and thermal management devices
for computer applications and motor control devices.
Micromachined Technology
The Company's technology base includes a number of new products using an
advanced IC technology known in the industry as surface micromachining. This
technology enables extremely small mechanical structures to be built on the
surface of a chip along with supporting circuitry. In addition to incorporating
an electro-mechanical structure, these devices also have analog circuitry for
conditioning signals obtained from the micromachined sensing element.
ADI's micromachined products are accelerometers used in a wide variety of
applications. The majority of current revenue from ADI's micromachined products
is derived from accelerometers used by automotive manufacturers in airbag
applications. Emerging applications include GPS automobile navigation systems,
earthquake detectors and high-end computer joysticks.
General Purpose and Custom Products
Across the entire range of ICs designed and manufactured by the Company there
are general purpose products and custom products designed for specific
applications for specific customers. In many of the new emerging markets in
communications, computer and consumer products there is a tendency to work with
selected large customers to design application-specific solutions which can
combine elements of analog, digital, mixed-signal and micromachined
functionality.
ASSEMBLED PRODUCT TECHNOLOGY
The Company's assembled products technology includes multi-chip modules (MCMs),
hybrids and printed circuit board modules. An MCM is a device made up of several
IC chips assembled in an automated fashion in a multilayer package that provides
high interconnect density at low cost. A hybrid consists of several chips and
discrete components mounted and wired together on a substrate, which is then
enclosed in a package. A printed-board module consists of surface-mount
components assembled on a small printed board that is then encapsulated in a
small plastic case.
Revenues from this product group have been declining for several years,
primarily because hybrids are being replaced in many new designs with smaller,
lower-cost monolithic ICs that offer higher levels of performance and
integration. Sales of these products have declined to approximately 3% of the
Company's total sales.
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SALES CHANNELS
ADI sells its products in both North America and internationally through a
direct sales force, third-party distributors and independent sales
representatives. Approximately 46% of fiscal 1999 revenue was derived from
customers in North America. As of December 1, 1999, the Company had 14 sales
offices in the United States, and its third-party distribution channel consisted
of six national and regional third-party distributors and several independent
sales representatives at numerous locations throughout the U.S. and Canada.
Approximately 22% of the Company's fiscal 1999 revenue was derived from sales to
customers in Europe; 14% to customers in Japan; and 18% to customers in other
international markets. As of December 1, 1999, the Company had direct sales
offices in Australia, Austria, China, Denmark, France, Germany, Hong Kong,
India, Israel, Italy, Japan, Korea, the Netherlands, Singapore, Sweden, Taiwan
and the United Kingdom. The Company also had sales representatives and/or
distributors in approximately 40 countries outside North America, including
countries where the Company also has direct sales offices. For further detail
regarding geographic information, see Note 4 in the Notes to the Company's
Consolidated Financial Statements incorporated herein by reference to the 1999
Annual Report to Shareholders and filed herewith as part of Exhibit 13.2.
Approximately 42% of ADI's fiscal 1999 revenue was derived from sales made
through distributors. These distributors typically maintain an inventory of
Analog products. Some of them also sell products competitive with the Company's
products, including those for which the Company is an alternate source. Sales to
certain distributors are made under agreements which provide protection to the
distributors for their inventory of Company products against price reductions
and products that are slow-moving or have been discontinued by the Company.
The Company's worldwide sales efforts are supported by an extensive promotional
program that includes editorial coverage and paid advertising in trade
publications; direct mail programs; promotional brochures; technical seminars
and participation in trade shows. The Company publishes and distributes
full-length databooks, short-form catalogs, applications guides, technical
handbooks and detailed data sheets for individual products. The Company also
provides products and application information via its worldwide web site on the
Internet and the Company started to sell products on the Internet in the fourth
quarter of fiscal 1999. The Company also maintains a staff of application
engineers who aid customers in incorporating Analog's products into their
products during their product development cycles.
For fiscal 1999, Analog's 20 largest customers accounted for approximately 30%
of the Company's net sales. The largest single customer represented
approximately 4% of net sales.
PRODUCTION AND RAW MATERIALS
Monolithic integrated circuit components are manufactured in a sequence of
semiconductor production steps that include wafer fabrication, wafer testing,
cutting the wafer into individual "chips" (or dice), assembly of the dice into
packages and electrical testing of the devices in final packaged form. The raw
materials used to manufacture these devices include silicon wafers, processing
chemicals (including liquefied gases), precious metals, ceramic packages and
plastic used for packaging.
ADI employs a wide variety of Company-developed proprietary processes
specifically tailored for use in fabricating high-performance linear and
mixed-signal and system-level ICs. The Company also uses industry-standard
bipolar and CMOS wafer fabrication processes.
ADI's IC products are fabricated both at the Company's production facilities and
by third-party wafer fabricators. The Company relies primarily on its own
facilities for fabricating wafers that require linear and mixed-signal
processes. The Company operates wafer fabrication facilities in Wilmington and
Cambridge, Massachusetts; Santa Clara and Sunnyvale, California; and Limerick,
Ireland. The Company also operates assembly and test facilities located in the
United States, Ireland, the Philippines and Taiwan and also uses third-party
subcontractors. The Company has agreements with Taiwan Semiconductor
Manufacturing Company, (TSMC), and Chartered Semiconductor Manufacturing Pte.,
Ltd., (CSM), for the production of digital and VLSI mixed-signal devices. To
provide access to advanced process technology at competitive costs, the Company
participates in a joint venture agreement (WaferTech, LLC) with TSMC, Altera,
Integrated Silicon Solutions and several individual investors that built an
eight-inch wafer fabrication facility in Camas, Washington. Originally the
Company had an 18% equity ownership in WaferTech. In
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January 1999, the Company concluded an agreement to sell to other WaferTech
partners 78% of its equity ownership in WaferTech for cash equal to its
carrying value at October 31, 1998.
Hybrid products are manufactured by mounting and connecting together several
integrated circuit chips in a single package. Some of the chips used in the
Company's hybrids are manufactured by the Company and some are purchased from
outside suppliers. The production process for modular components, subsystems and
systems consists primarily of assembly, packaging and testing. Some of the
Company's assembled products are assembled and tested within the Company's U.S.
manufacturing facilities, while others are assembled and tested at Company-owned
facilities outside the United States or by subcontractors, principally in the
Far East.
To respond to production capacity requirements, the Company significantly
expanded its manufacturing capacity in 1997 and 1998. Major wafer fabrication
expansions were completed in Wilmington and Cambridge, Massachusetts; Sunnyvale,
California and Limerick, Ireland. Also, in fiscal 1998 the Company completed
construction of an additional assembly and test facility in Cavite, Philippines.
Capital expenditures were reduced to a total of $78 million in fiscal 1999 in
response to the industry downturn in the latter half of fiscal 1998 and the
early part of fiscal 1999.
BACKLOG
Backlog at the end of fiscal 1999 was approximately $446 million, up from
approximately $174 million at the end of fiscal 1998. The increase in the
backlog is a result of the rapid increase in demand for the Company's products
from the year earlier period. This is the result of an upturn in the
semiconductor industry during fiscal 1999 combined with increased demand for the
Company's products in the rapidly growing communications, computer and consumer
products markets. In periods of increased demand there is a tendency towards
longer lead times which has the effect of increasing backlog and, in some
instances, the Company may not have manufacturing capacity sufficient to fulfill
all orders. As is customary in the semiconductor industry, the Company includes
customers' forecast orders in backlog and often allows such orders to be
canceled or deliveries delayed by customers without significant penalty.
Accordingly, the Company believes that its backlog at any time should not be
used as a measure of future revenues.
GOVERNMENT CONTRACTS
The Company estimates that approximately 7% of its fiscal 1999 total worldwide
revenue was attributable to sales to the U.S. government and government
contractors and subcontractors. Analog's government contract related business is
predominantly in the form of negotiated, firm fixed-price subcontracts. All such
contracts and subcontracts contain standard provisions relating to termination
at the election of the United States government.
COMPETITION
ADI competes with a large number of semiconductor companies in markets that are
highly competitive. The Company believes it is one of the largest suppliers of
high-performance linear and mixed-signal signal-processing components.
Competitors for the Company's analog, mixed-signal and DSP products include
Burr-Brown Corp., Cirrus Logic Inc., Harris Corp., Linear Technology Corp.,
Lucent Technologies Inc., Maxim Integrated Products, Inc., Motorola
Semiconductor Products, National Semiconductor Corp., Sierra Semiconductor
Corp., Siliconix Inc. and Texas Instruments, Inc. Sales of the Company's
micromachined products currently comprise acceleration sensors, and its main
competitors are Bosch, Motorola and Denso, which use a multichip solution
whereas ADI uses a single chip solution that the Company believes provides
cost, reliability and functional advantages in the marketplace.
Many other companies offer components that compete with ADI's products; some
also offer other electronic products, and some have financial resources
substantially larger than ADI's. Also, some formerly independent competitors
have been purchased by larger companies. However, to the Company's knowledge, no
manufacturer competes with ADI across all of the product types offered by the
Company in its signal-processing components product line.
The Company believes that competitive performance in the marketplace for
real-world signal-processing components depends upon several factors, including
product price, technical innovation, product quality and reliability, range of
products, customer service and technical support. The Company believes its
aggressive technical innovation emphasizing product performance and reliability,
supported by its commitment to strong customer service and technical support,
enables the Company to continue to compete successfully in its chosen markets
against both foreign and domestic semiconductor manufacturers.
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ENVIRONMENT
Analog's manufacturing facilities are subject to numerous environmental laws and
regulations, particularly with respect to industrial waste and emissions.
Compliance with these laws and regulations has not had a material impact on the
Company's capital expenditures, earnings or competitive position.
EMPLOYEES
As of October 30, 1999, the Company employed approximately 7,400 persons. The
Company's future success depends in large part on the continued service of its
key technical and senior management personnel, and on its ability to continue to
attract, retain and motivate qualified employees, particularly those highly
skilled design, process and test engineers involved in the manufacture of
existing products and the development of new products and processes. The
competition for such personnel is intense, and the loss of key employees could
have a material adverse effect on the Company. The Company believes that
relations with its employees are good.
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ITEM 2. PROPERTIES
The Company's corporate headquarters is located in Norwood, Massachusetts.
Manufacturing and other operations are conducted in several locations worldwide.
The following tables provide certain information as to the Company's principal
general offices and manufacturing facilities:
PLANT LOCATION
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OWNED: USE FLOOR SPACE
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Wilmington, Wafer fabrication, components assembly and testing, engineering and 265,200 sq. ft.
Massachusetts administrative offices
Wilmington, Engineering, marketing and administrative offices 108,000 sq. ft.
Massachusetts
Wilmington, Components engineering, marketing and administrative offices 65,500 sq. ft.
Massachusetts
Westwood, Engineering and administrative offices 100,500 sq. ft.
Massachusetts
Limerick, Wafer fabrication, wafer probe and testing, engineering and administrative 315,400 sq. ft.
Ireland offices
Greensboro, Components and board assembly and testing, engineering and administrative 122,600 sq. ft.
North Carolina offices
Cavite, Philippines Components assembly and testing, engineering and administrative offices 168,300 sq. ft.
Manila, Philippines Components assembly and testing, engineering and administrative offices 75,300 sq. ft.
PRINCIPAL LEASE
---------- ----------
PROPERTIES USE FLOOR SPACE EXPIRATION RENEWALS
---------- --- ----------- ---------- --------
LEASED: (FISCAL YEAR)
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Norwood, Corporate headquarters, engineering, components testing, 129,900 sq. ft. 2007 3, five-yr.
Massachusetts sales and marketing offices periods
Cambridge, Wafer fabrication, components testing and assembly 116,000 sq. ft. 2001 2, five-yr.
Massachusetts engineering, marketing and administrative offices periods
Santa Clara, Wafer fabrication, components assembly and testing, 72,800 sq. ft. 2002 3, five-yr.
California engineering and administrative offices periods
Santa Clara, Engineering and administrative offices 43,500 sq. ft. 2002 3, five-yr.
California periods
Sunnyvale, Wafer fabrication 38,700 sq. ft. 2000 3, five-yr.
California periods
Taipei, Components testing, engineering and administrative offices 45,700 sq. ft. 2001 1, five to
Taiwan seven yr.
period
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ITEM 2. PROPERTIES -- (CONTINUED)
In addition to the principal leased properties listed in the previous table, the
Company also leases sales offices and other premises at 28 locations in the
United States and 37 locations overseas under operating lease agreements. These
leases expire at various dates through the year 2030. The Company anticipates no
difficulty in retaining occupancy of any of its manufacturing, office or sales
facilities through lease renewals prior to expiration or through month-to-month
occupancy, or in replacing them with equivalent facilities. For information
concerning the Company's obligations under all operating and capital leases see
Note 10 in the Notes to the Company's Consolidated Financial Statements
incorporated herein by reference to the 1999 Annual Report to Shareholders and
filed herewith as part of Exhibit 13.2.
ITEM 3. LEGAL PROCEEDINGS
The information required by this item is set forth in Note 11 in the Notes to
the Company's Consolidated Financial Statements incorporated herein by reference
to the 1999 Annual Report to Shareholders and filed herewith as part of Exhibit
13.2.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders during the
last quarter of the fiscal year ended October 30, 1999.
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EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth (i) the name and age of each present executive
officer of the Company; (ii) the position(s) presently held by each person
named; and (iii) the principal occupations held by each person named for at
least the past five years.
EXECUTIVE OFFICER AGE POSITION BUSINESS EXPERIENCE
----------------- --- -------- -------------------
Ray Stata.......................65 Chairman of the Board Chairman of the Board since 1973; Chief
Executive Officer from 1973 to November
1996; President from 1971 to November
1991.
Jerald G. Fishman...............54 President, Chief Executive Officer Chief Executive Officer since November
and Director 1996; President and Director since
November 1991; Executive Vice President
from 1988 to November 1991; Group Vice
President - Components from 1982 to
1988.
Ross Brown......................55 Vice President, Human Resources Vice President, Human Resources since
May 1993; U.S. Personnel Manager for
Digital Equipment Corp. from 1990 to
1993; Senior Group Personnel Manager at
Digital from 1986 to 1990.
Samuel H. Fuller................53 Vice President, Research and Vice President, Research and Development
Development since March 1998; Vice President of
Research and Chief Scientist of Digital
Equipment Corp. from 1983 to 1998.
Russell K. Johnsen..............45 Vice President and General Manager, Vice President and General Manager,
Communications Division Communications Division since May 1994;
Vice President and General Manager,
Analog Devices Semiconductor Division
from November 1993 to May 1994; General
Manager of the Wide Area Networks
Division of National Semiconductor Corp.
from 1992 to 1993.
Robert R. Marshall..............45 Vice President, Worldwide Vice President, Worldwide Manufacturing
Manufacturing since February 1994; Vice President,
Manufacturing, Limerick Site, Analog
Devices, B.V. - Limerick, Ireland from
November 1991 to February 1994; Plant
Manager, Analog Devices, B.V. -
Limerick, Ireland from January 1991 to
November 1991.
10
12
EXECUTIVE OFFICER AGE POSITION BUSINESS EXPERIENCE
----------------- --- -------- -------------------
William A. Martin...............40 Treasurer Treasurer since March 1993; Assistant
Treasurer from October 1991 to March
1993; Manager of Treasury Finance from
March 1987 to October 1991; Manager of
International Treasury from October 1985
to March 1987.
Robert McAdam...................49 Vice President and General Manager, Vice President and General Manager,
Standard Linear Products Division Standard Linear Products Division since
February 1994; Vice President and
General Manager, Analog Devices, B.V. -
Limerick, Ireland from January 1991 to
February 1994; Product Line Manager,
Analog Devices, B.V. - Limerick, Ireland
from October 1988 to January 1991.
Brian P. McAloon................49 Vice President, Sales Vice President, Sales since May 1992;
Vice President, Sales and Marketing -
Europe and Southeast Asia from 1990 to
1992; General Manager, Analog Devices,
B.V. - Limerick, Ireland from 1987 to
1990.
Joseph E. McDonough.............52 Vice President, Finance and Chief Vice President, Finance and Chief
Financial Officer Financial Officer since November 1991;
Vice President since 1988 and Treasurer
from 1985 to March 1993; Director of
Taxes from 1983 to 1985.
Franklin Weigold................60 Vice President and General Manager, Vice President and General Manager,
Micromachined Products Division Micromachined Products Division since
November 1999; Vice President and
General Manager, Transportation and
Industrial Products Division since March
1992; President and Chief Operating
Officer of Unitrode from June 1990 to
March 1992.
There is no family relationship among the named officers.
11
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol ADI. The table below sets forth the NYSE high and low sale
prices of the Common Stock during the two most recent fiscal years.
FISCAL 1999 FISCAL 1998
------------------ ------------------
PERIOD HIGH LOW HIGH LOW
------ ------ ------ ------ ------
First Quarter $32.25 $19.31 $33.56 $23.75
Second Quarter $38.38 $24.38 $39.63 $27.13
Third Quarter $51.00 $35.06 $39.00 $21.44
Fourth Quarter $60.44 $41.63 $24.38 $12.00
The Company's $60,000,000 credit agreement restricts the aggregate of all cash
dividend payments declared or made subsequent to November 2, 1996 to an amount
not exceeding $150,000,000 plus 50% of the consolidated net income of the
Company for the period from November 3, 1996 through the end of the Company's
then most recent fiscal quarter. At October 30, 1999 this amount was equal to
$378,723,500. The Company has never paid any cash dividends on its Common Stock
and currently has no intentions to do so.
The approximate number of holders of record of the Company's Common Stock at
December 31, 1999 was 4,655. This number does not include shareholders for whom
shares are held in a "nominee" or "street" name.
ITEM 6. SELECTED FINANCIAL DATA
(thousands except per share amounts) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
Statement of Operations data:
Net sales....................... $1,450,379 $1,230,571 $1,243,494 $1,193,786 $941,546
Net income before cumulative
effect of change in
accounting principle.......... - 119,488 - - -
Cumulative effect of change
in accounting principle....... - 37,080 - - -
Net income after cumulative
effective of change in
accounting principle.......... 196,819 82,408 178,219 171,901 119,270
Net income per share:
Basic......................... 1.16 0.51 1.13 1.12 0.79
Diluted....................... 1.10 0.50 1.04 1.03 0.75
Pro forma amounts with the change
in accounting principle related
to revenue recognition applied
retroactively:
Net sales....................... - $1,230,571 $1,214,602 $1,183,186 *
Net income...................... - 119,488 167,515 168,328 *
Net income per share:
Basic......................... - 0.74 1.06 1.10 *
Diluted....................... - 0.71 0.98 1.01 *
Balance Sheet data:
Total assets.................... $2,218,354 $1,861,730 $1,763,853 $1,508,272 $993,349
Long-term debt and non-
current obligations under
capital leases................ 16,214 340,758 348,852 353,666 80,000
- ------------------------------------------------------------------------------------------------------------------
* Data was not available in sufficient detail to provide pro forma
information for this year.
12
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated herein by reference to the
"Management Analysis" set forth on pages 1 through 7 of the 1999 Annual Report
to Shareholders and is filed herewith as part of Exhibit 13.1.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated herein by reference to the
"Management Analysis" set forth on pages 1 through 7 of the 1999 Annual Report
to Shareholders and is filed herewith as part of Exhibit 13.1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to the
Company's 1999 Annual Report to Shareholders under the headings "Financial
Section - Consolidated Statements of Income, - Consolidated Balance Sheets, -
Consolidated Statements of Stockholders' Equity, - Consolidated Statements of
Cash Flows, - Notes to Consolidated Financial Statements, - Report of Ernst &
Young LLP, Independent Auditors and - Supplementary Financial Information," and
is filed herewith as Exhibit 13.2.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is contained in part under the caption "EXECUTIVE
OFFICERS OF THE COMPANY" in Part I hereof, and the remainder is contained in the
Company's Proxy Statement for the Annual Meeting of Stockholders to be held on
March 14, 2000 (the "2000 Proxy Statement") under the caption "Election of
Directors," and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is contained in the Company's 2000 Proxy Statement
under the captions "Directors' Compensation," "Executive Compensation," and
"Severance and Other Agreements," and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is contained in the Company's 2000 Proxy Statement
under the caption "Security Ownership of Certain Beneficial Owners and
Management," and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is contained in the Company's 2000 Proxy Statement
under the caption "Transactions with Related Parties," and is incorporated
herein by reference.
13
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. FINANCIAL STATEMENTS
The following consolidated financial statements are included in the
Company's 1999 Annual Report to Shareholders and are incorporated herein by
reference pursuant to Item 8:
- Consolidated Statements of Income for the years ended October 30,
1999, October 31, 1998 and November 1, 1997
- Consolidated Balance Sheets as of October 30, 1999 and October 31,
1998
- Consolidated Statements of Stockholders' Equity for the years ended
October 30, 1999, October 31, 1998 and November 1, 1997
- Consolidated Statements of Cash Flows for the years ended October
30, 1999, October 31, 1998 and November 1, 1997
(a) 2. FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statement schedule is included in
Item 14(d):
Schedule II - Valuation and Qualifying Accounts
All other schedules have been omitted since the required information is not
present, or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the
consolidated financial statements or the notes thereto.
(a) 3. LISTING OF EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
3.1 Restated Articles of Organization of Analog Devices, Inc., as
amended, filed as an exhibit to the Company's quarterly report
on Form 10-Q (Commission File No. 1-7819) for the quarterly
period January 30, 1999 as filed with the Commission on March
15, 1999 and incorporated herein by reference.
3.2 By-laws of Analog Devices, Inc., as amended, filed as an
exhibit to the Company's annual report on Form 10-K (Commission
File No. 1-7819) for the fiscal year ended November 1, 1997, as
filed with the Commission on January 28, 1998 and incorporated
herein by reference.
4.1 Rights Agreement, as amended, between Analog Devices, Inc. and
The First National Bank of Boston, as Rights Agent, filed as an
exhibit to a Form 8 filed on June 27, 1989 amending the
Registration Statement on Form 8-A relating to Common Stock
Purchase Rights, and incorporated herein by reference.
4.2 Indenture dated as of March 1, 1993 between Analog Devices,
Inc. and The First National Bank of Boston, filed as an exhibit
to the Company's Form 10-K for the fiscal year ended October
29, 1994 and incorporated herein by reference.
* 4.3 Analog Devices, Inc. Deferred Compensation Plan, filed as
an exhibit to a Form S-8 filed on December 8, 1995 and
incorporated herein by reference, as amended by Amendment No. 1
and Amendment No. 2, filed as Exhibits to Post-Effective
Amendment No. 1 to Form S-8 filed on April 15, 1997, and
Amendment No. 3, filed as an Exhibit to Post-Effective
Amendment No. 2 to Form S-8 filed on November 12, 1997.
14
16
EXHIBIT
NO. DESCRIPTION
------- -----------
4.4 Rights Agreement, dated as of March 18, 1998 between Analog
Devices Inc. and BankBoston, N.A., as Rights Agent, filed as an
exhibit and incorporated herein by reference to Analog Devices
Inc.'s Registration Statement on Form 8-K (File No. 001-07819)
filed on March 19, 1998, as amended by Amendment No. 1 filed as
an exhibit to the Registrant's Form 8-K/A (File No. 001-07819)
filed on November 11, 1999 and incorporated herein by
reference.
*+ 10.1 Bonus Plan of Analog Devices, Inc.
* 10.2 1991 Restricted Stock Plan of Analog Devices, Inc., filed as an
exhibit to the Company's Form 10-K for the fiscal year ended
November 1, 1997 and incorporated herein by reference.
* 10.3 1998 Stock Option Plan of Analog Devices Inc., filed on
February 6, 1998 as an appendix to the Registrant's Definitive
Proxy Statement on Schedule 14A and incorporated herein by
reference.
* 10.4 Restated 1988 Stock Option Plan of Analog Devices, Inc., filed
as an exhibit to the Company's Form 10-Q for the fiscal quarter
ended May 3, 1997 and incorporated herein by reference.
* 10.5 1989 Director Stock Option Plan of Analog Devices, Inc., as
amended, filed as an exhibit to the Company's Form 10-K for the
fiscal year ended November 2, 1996 and incorporated herein by
reference.
* 10.6 1992 Director Option Plan of Analog Devices, Inc., filed as an
exhibit to the Company's Form 10-K for the fiscal year ended
November 1, 1997 and incorporated herein by reference.
* 10.7 1994 Director Option Plan of Analog Devices, Inc., as amended,
filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended February 1, 1997 and incorporated herein by
reference, as amended by Amendment No. 2, filed as an exhibit
to the Registrant's Form S-8 (File No. 333-47789) filed on
March 11, 1998 and incorporated herein by reference.
10.8 Amended and restated lease agreement dated May 1, 1992 between
Analog Devices, Inc. and the trustees of Everett Street Trust
relating to the premises at 3 Technology Way, Norwood,
Massachusetts, filed as an exhibit to the Company's Form 10-K
for the fiscal year ended November 1, 1997 and incorporated
herein by reference.
+ 10.9 Guaranty dated as of May 1, 1994 between Analog Devices, Inc.
and Metropolitan Life Insurance Company relating to the
premises at 3 Technology Way, Norwood, Massachusetts.
+ 10.10 Letter Agreement dated as of May 18, 1994 between Analog
Devices, Inc. and Metropolitan Life Insurance Company relating
to the premises at 3 Technology Way, Norwood, Massachusetts.
10.11 Reimbursement Agreement dated May 18, 1992 between Analog
Devices, Inc. and the trustees of Everett Street Trust, filed
as an exhibit to the Company's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated herein by reference.
10.12 Lease agreement dated August 8, 1990 between Precision
Monolithics, Inc. and Bourns, Inc. relating to the premises at
1525 Comstock Road, Santa Clara, California, filed as an
exhibit to the Company's Form 10-K for the fiscal year ended
November 2, 1996 and incorporated herein by reference.
15
17
EXHIBIT
NO. DESCRIPTION
------- -----------
10.13 Lease amendment dated May 1, 1996 to the Lease Agreement dated
August 8, 1990 between Analog Devices, Inc. and Bourns, Inc.,
relating to premises located at 1525 Comstock Road, Santa
Clara, California, filed as an exhibit to the Company's Form
10-Q for the fiscal quarter ended May 4, 1996 and incorporated
herein by reference.
10.14 Lease agreement dated August 8, 1990, as amended, between
Precision Monolithics, Inc. and Bourns, Inc. relating to the
premises at 1500 Space Park Drive, Santa Clara, California,
filed as an exhibit to the Company's Form 10-K for the fiscal
year ended November 2, 1996 and incorporated herein by
reference.
+ 10.15 Credit Agreement dated as of March 12, 1993 among Analog
Devices, Inc. and Morgan Guaranty Trust Company of New York,
Bank of America National Trust and Savings Association,
Continental Bank, N.A., The First National Bank of Boston and
Morgan Guaranty Trust Company of New York, as Agent.
+ 10.16 Amendment No. 1 dated as of May 18, 1993 to the Company's
Credit Agreement dated March 12, 1993.
10.17 Amendment No. 2 dated as of September 8, 1994 to the Company's
Credit Agreement dated March 12, 1993, filed as an exhibit to
the Company's Form 10-K for the fiscal year ended October 29,
1994 and incorporated herein by reference.
10.18 Amendment No. 3 dated as of October 25, 1996 to the Company's
Credit Agreement dated March 12, 1993, filed as an exhibit to
the Company's Form 10-K for the fiscal year ended November 2,
1996 and incorporated herein by reference.
* 10.19 Form of Employee Retention Agreement, as amended, filed as an
exhibit to the Company's Form 10-K for the fiscal year ended
November 1, 1997 and incorporated herein by reference.
*+ 10.20 Employee Change in Control Severance Policy of Analog Devices,
Inc., as amended.
*+ 10.21 Senior Management Change in Control Severance Policy of Analog
Devices, Inc., as amended.
* 10.22 Description of Consulting Arrangement between Analog Devices,
Inc. and John L. Doyle, filed as an exhibit to the Company's
Form 10-K for the fiscal year ended November 2, 1996 and
incorporated herein by reference.
* 10.23 Letter agreement between Analog Devices, Inc. and Jerald G.
Fishman dated December 15, 1994 relating to acceleration of
stock options and restricted stock awards upon termination of
employment, filed as an exhibit to the Company's Form 10-K for
the fiscal year ended October 29, 1994 and incorporated herein
by reference.
** 10.24 Option Agreement dated as of May 16, 1995 between Analog
Devices B.V. and Taiwan Semiconductor Manufacturing Company,
Ltd., filed as an exhibit to the Company's Form 10-Q for the
fiscal quarter ended July 29, 1995 and incorporated herein by
reference.
** 10.25 Wafer Production Agreement dated as of May 16, 1995 between
Taiwan Semiconductor Manufacturing Company, Ltd. and Analog
Devices B.V., filed as an exhibit to the Company's Form 10-Q
for the fiscal quarter ended July 29, 1995 and incorporated
herein by reference.
16
18
EXHIBIT
NO. DESCRIPTION
------- -----------
10.26 Lease Agreement dated June 16, 1995 between Analog Devices,
Inc. and Ferrari Brothers, relating to the premises at 610
Weddell Drive, Sunnyvale, California, filed as an exhibit to
the Company's Form 10-K for the fiscal year ended November 2,
1996 and incorporated herein by reference.
10.27 Lease amendment dated March 1, 1996 to the Lease Agreement
dated June 16, 1995 between Analog Devices, Inc. and Ferrari
Brothers, relating to premises located at 610 Weddell Drive,
Sunnyvale, California, filed as an exhibit to the Company's
Form 10-Q for the fiscal quarter ended May 4, 1996 and
incorporated herein by reference.
** 10.28 Manufacturing Agreement dated as of March 17, 1995 between
Chartered Semiconductor Manufacturing Pte. Ltd. and Analog
Devices B.V., filed as an exhibit to the Company's Form 10-Q
for the fiscal quarter ended February 3, 1996 and incorporated
herein by reference.
***+ 10.29 Deposit Agreement dated October 1, 1999 between Chartered
Semiconductor Manufacturing Pte. Ltd. and Analog Devices, Inc.
10.30 Lease Agreement dated February 8, 1996 between Analog Devices,
Inc. and Massachusetts Institute of Technology, relating to
premises located at 21 Osborn Street, Cambridge, Massachusetts,
filed as an exhibit to the Company's Form 10-Q for the fiscal
quarter ended February 3, 1996 and incorporated herein by
reference.
** 10.31 Amended and Restated Limited Liability Company Agreement of
WaferTech, LLC, a Delaware limited liability company, dated as
of August 9, 1996, filed as Exhibit 10.47 to the Form 10-Q of
Altera Corporation (File No. 0-16617) for the fiscal quarter
ended June 30, 1996, and incorporated herein by reference.
** 10.32 Purchase Agreement by and between Taiwan Semiconductor
Manufacturing Co., Ltd., as seller and Analog Devices, Inc.,
Altera Corporation and Integrated Silicon Solutions, Inc., as
buyers dated as of June 25, 1996, filed as Exhibit 10.48 to the
Form 10-Q of Altera Corporation (File No. 0-16617) for the
fiscal quarter ended June 30, 1996, and incorporated herein by
reference.
* 10.33 Trust Agreement for Deferred Compensation Plan, filed as an
exhibit to the Company's Post Effective Amendment No. 2 to Form
S-3 filed November 12, 1997 and incorporated herein by
reference.
10.34 Lease agreement dated September 19, 1996 between Ren Min
Company Limited and Analog Devices Taiwan, Limited relating to
the premises at Five-Kung-Five Road, Taipei, Taiwan, filed as
an exhibit to the Company's Form 10-K for the fiscal year ended
November 1, 1997 and incorporated herein by reference.
+ 13.1 Management Analysis corresponding to pages 1 through 7 of the
1999 Annual Report to Shareholders, for the fiscal year ended
October 30, 1999.
+ 13.2 Financial Statements and Notes thereto, Report of Ernst & Young
LLP, Independent Auditors and Supplementary Financial
Information, corresponding to pages 8 through 33 of the 1999
Annual Report to Shareholders, for the fiscal year ended
October 30, 1999.
+ 21 Subsidiaries of the Company.
+ 23 Consent of Ernst & Young LLP.
17
19
EXHIBIT
NO. DESCRIPTION
------- -----------
+ 27 Financial Data Schedule.
- -----------------
* Management contracts and compensatory plan or arrangements required to be
filed as an Exhibit pursuant to Item 14(c) of Form 10-K.
** Confidential treatment has been granted as to certain portions of these
Exhibits.
*** Confidential Materials omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934.
+ Filed Herewith.
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K with the Securities and Exchange
Commission during the fiscal quarter ended October 30, 1999.
18
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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)
By: /s/ Jerald G. Fishman By: /s/ Joseph E. McDonough
-------------------------------- ----------------------------
Jerald G. Fishman Joseph E. McDonough
President Vice President-Finance
Chief Executive Officer and Chief Financial Officer
and Director (Principal Financial and
(Principal Executive Officer) Accounting Officer)
Date: January 28, 2000 Date: January 28, 2000
------------------------------ --------------------------
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Ray Stata Chairman of the Board January 28, 2000
- --------------------------- ----------------
Ray Stata
/s/ Jerald G. Fishman President, January 28, 2000
- --------------------------- Chief Executive Officer ----------------
Jerald G. Fishman and Director
/s/ John L. Doyle Director January 28, 2000
- --------------------------- ----------------
John L. Doyle
/s/ Charles O. Holliday Director January 28, 2000
- --------------------------- ----------------
Charles O. Holliday
/s/ Joel Moses Director January 28, 2000
- --------------------------- ----------------
Joel Moses
/s/ F. Grant Saviers Director January 28, 2000
- --------------------------- ----------------
F. Grant Saviers
/s/ Lester C. Thurow Director January 28, 2000
- --------------------------- ----------------
Lester C. Thurow
19
21
ANALOG DEVICES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED OCTOBER 30, 1999, OCTOBER 31, 1998 AND NOVEMBER 1, 1997
(THOUSANDS)
BALANCE AT ADDITION BALANCE AT
BEGINNING OF CHARGED TO END OF
DESCRIPTION PERIOD INCOME STATEMENT DEDUCTIONS PERIOD
- ----------- ------------ ---------------- ---------- ----------
ACCOUNTS RECEIVABLE RESERVES AND ALLOWANCES:
Year ended November 1, 1997 $14,785 $25,456 $ 234 $40,007
======= ======= ======= =======
Year ended October 31, 1998 $40,007 $ 3,023 $10,698* $32,332
======= ======= ======= =======
Year ended October 30, 1999 $32,332 $ 313 $18,407 $14,238
======= ======= ======= =======
* Amount reflects reclassification of certain reserves from accounts
receivable to accrued liabilities made in connection with the Company's
accounting change (see Notes 2(m) and 5 to the consolidated financial
statements).
20