Edgar Filing: ANALOG DEVICES INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

ADI_Q3_10-Q_8.2.2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2014



¨	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 incorporation or organization)		(I.R.S. Employer 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)

(Former name, former address and former fiscal year, if changed since last report)

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 for 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 þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO þ

As of August 2, 2014 there were 314,212,784 shares of common stock of the registrant, $0.16 2/3 par value per share, outstanding.

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						Nine Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013
Revenue	$	727,752		$	674,172		$	2,050,526		$	1,955,556
Cost of sales (1)	251,462			239,110			706,375			708,015
Gross margin	476,290			435,062			1,344,151			1,247,541
Operating expenses:
Research and development (1)	140,095			128,892			404,889			382,056
Selling, marketing, general and administrative (1)	132,989			97,773			333,252			298,036
Amortization of intangibles	660			55			770			165
Special charges	—			—			2,685			14,071
	273,744			226,720			741,596			694,328
Operating income	202,546			208,342			602,555			553,213
Nonoperating expense (income):
Interest expense	8,178			7,672			21,623			20,443
Interest income	(3,442		)	(3,125		)	(10,127		)	(9,402		)
Other, net	422			8,754			412			9,361
	5,158			13,301			11,908			20,402
Income before income taxes	197,388			195,041			590,647			532,811
Provision for income taxes	16,782			18,802			70,022			60,878
Net income	$	180,606		$	176,239		$	520,625		$	471,933
Shares used to compute earnings per share – basic	314,190			309,117			313,321			306,681
Shares used to compute earnings per share – diluted	318,876			315,307			318,413			312,983
Basic earnings per share	$	0.57		$	0.57		$	1.66		$	1.54
Diluted earnings per share	$	0.57		$	0.56		$	1.64		$	1.51
Dividends declared and paid per share	$	0.37		$	0.34		$	1.08		$	0.98
(1) Includes stock-based compensation expense as follows:
Cost of sales	$	1,724		$	1,672		$	4,698		$	4,856
Research and development	$	5,415		$	5,536		$	14,552		$	16,180
Selling, marketing, general and administrative	$	6,331		$	5,539		$	16,169		$	22,728

See accompanying notes.

ANALOG DEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (thousands)

	Three Months Ended						Nine Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013
Net income	$	180,606		$	176,239		$	520,625		$	471,933
Foreign currency translation adjustments	(656		)	(3,132		)	3,204			(5,268		)
Change in unrealized holding (losses) gains (net of taxes of $78, $42, $13, and $63, respectively) on available for sale securities classified as short-term investments	(420		)	(35		)	51			155
Change in unrealized (losses) gains (net of taxes of $542, $3,326, $632, and $3,619, respectively) on derivative instruments designated as cash flow hedges	(3,094		)	6,088			(2,525		)	5,443
Changes in pension plans including prior service cost, transition obligation, net actuarial loss and foreign currency translation adjustments, (net of taxes of $164, $98, $493, and $303 respectively)	3,365			202			2,563			155
Other comprehensive income (loss)	(805		)	3,123			3,293			485
Comprehensive income	$	179,801		$	179,362		$	523,918		$	472,418

See accompanying notes.

ANALOG DEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (thousands, except per share amounts)

	August 2, 2014			November 2, 2013
ASSETS
Current Assets
Cash and cash equivalents	$	2,585,441		$	392,089
Short-term investments	2,346,818			4,290,823
Accounts receivable, net	394,762			325,144
Inventories (1)	415,098			283,337
Deferred tax assets	134,684			136,299
Prepaid income tax	3,398			2,391
Prepaid expenses and other current assets	43,683			42,342
Total current assets	5,923,884			5,472,425
Property, Plant and Equipment, at Cost
Land and buildings	488,517			458,853
Machinery and equipment	1,861,604			1,733,850
Office equipment	51,477			49,321
Leasehold improvements	51,871			50,870
	2,453,469			2,292,894
Less accumulated depreciation and amortization	1,843,532			1,784,723
Net property, plant and equipment	609,937			508,171
Other Assets
Deferred compensation plan investments	20,003			17,364
Other investments	12,019			3,816
Goodwill	1,631,890			284,112
Intangible assets, net	695,832			28,552
Deferred tax assets	29,554			26,226
Other assets	50,346			41,084
Total other assets	2,439,644			401,154
	$	8,973,465		$	6,381,750
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	142,653		$	119,994
Deferred income on shipments to distributors, net	285,832			247,428
Income taxes payable	40,664			45,490
Current debt	1,995,398			—
Accrued liabilities	157,979			157,600
Total current liabilities	2,622,526			570,512
Non-current liabilities
Long-term debt	872,652			872,241
Deferred income taxes	276,234			6,037
Deferred compensation plan liability	20,003			17,364
Other non-current liabilities	174,853			176,020
Total non-current liabilities	1,343,742			1,071,662
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding	—			—
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 314,212,784 shares issued and outstanding (311,045,084 on November 2, 2013)	52,370			51,842
Capital in excess of par value	792,971			711,879
Retained earnings	4,239,109			4,056,401
Accumulated other comprehensive loss	(77,253		)	(80,546		)
Total shareholders’ equity	5,007,197			4,739,576
	$	8,973,465		$	6,381,750


(1)	Includes $2,094 and $2,273 related to stock-based compensation at August 2, 2014 and November 2, 2013, respectively.

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(thousands)



	Nine Months Ended
	August 2, 2014			August 3, 2013
Cash flows from operating activities:
Net income	$	520,625		$	471,933
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	83,147			82,681
Amortization of intangibles	1,720			165
Stock-based compensation expense	35,419			43,764
Loss on extinguishment of debt	—			10,205
Excess tax benefit-stock options	(21,349		)	(15,073		)
Deferred income taxes	(8,305		)	(11,141		)
Other non-cash activity	3,823			(1,072		)
Changes in operating assets and liabilities	(5,741		)	48,718
Total adjustments	88,714			158,247
Net cash provided by operating activities	609,339			630,180
Cash flows from investing activities:
Purchases of short-term available-for-sale investments	(5,539,018		)	(5,980,735		)
Maturities of short-term available-for-sale investments	5,810,937			4,771,441
Sales of short-term available-for-sale investments	1,700,130			590,827
Additions to property, plant and equipment	(134,496		)	(74,516		)
Payments for acquisitions, net of cash acquired	(1,943,704		)	(2,475		)
Increase in other assets	(9,422		)	(4,066		)
Net cash used for investing activities	(115,573		)	(699,524		)
Cash flows from financing activities:
Payment of senior unsecured notes	—			(392,790		)
Proceeds from debt	1,995,398			493,880
Proceeds from derivative instruments	—			10,952
Term loan repayments	—			(60,108		)
Dividend payments to shareholders	(337,917		)	(300,017		)
Repurchase of common stock	(168,971		)	(17,720		)
Proceeds from employee stock plans	178,581			261,878
Contingent consideration payment	(3,576		)	(3,752		)
Changes in other financing activities	16,370			(7,486		)
Excess tax benefit-stock options	21,349			15,073
Net cash provided by (used for) financing activities	1,701,234			(90		)
Effect of exchange rate changes on cash	(1,648		)	669
Net increase (decrease) in cash and cash equivalents	2,193,352			(68,765		)
Cash and cash equivalents at beginning of period	392,089			528,833
Cash and cash equivalents at end of period	$	2,585,441		$	460,068

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 2, 2014

(all tabular amounts in thousands except per share amounts and percentages)

Note 1 – Basis of Presentation

In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 2, 2013 and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending November 1, 2014 or any future period.

Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2014 presentation. Such reclassified amounts are immaterial. The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. Fiscal 2014 and fiscal 2013 are 52-week fiscal years.

Note 2 – Revenue Recognition

Revenue from product sales to customers is generally recognized when title passes, which for shipments to certain foreign countries is subsequent to product shipment. Title for these shipments ordinarily passes within a week of shipment.

For multiple element arrangements, the Company allocates arrangement consideration among the elements based on the relative fair values of those elements as determined using vendor-specific objective evidence or third-party evidence. The Company uses its best estimate of selling price to allocate arrangement consideration between the deliverables in cases where neither vendor-specific objective evidence nor third-party evidence is available. A reserve for sales returns and allowances for customers is recorded based on historical experience or specific identification of an event necessitating a reserve.

Revenue from contracts with the United States Government, government prime contractors and some commercial customers is generally recorded on a percentage of completion basis using either units delivered or costs incurred as the measurement basis for progress towards completion. The output measure is used to measure results directly and is generally the best measure of progress toward completion in circumstances in which a reliable measure of output can be established. Estimated revenue in excess of amounts billed is reported as unbilled receivables. Contract accounting requires judgment in estimating costs and assumptions related to technical issues and delivery schedule. Contract costs include material, subcontract costs, labor and an allocation of indirect costs. The estimation of costs at completion of a contract is subject to numerous variables involving contract costs and estimates as to the length of time to complete the contract. Changes in contract performance, estimated gross margin, including the impact of final contract settlements, and estimated losses are recognized in the period in which the changes or losses are determined.

In all regions of the world, the Company defers revenue and the related cost of sales on shipments to distributors until the distributors resell the products to their customers. As a result, the Company’s revenue fully reflects end customer purchases and is not impacted by distributor inventory levels. Sales to distributors are made under agreements that allow distributors to receive price-adjustment credits, as discussed below, and to return qualifying products for credit, as determined by the Company, in order to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory. These agreements limit such returns to a certain percentage of the value of the Company’s shipments to that distributor during the prior quarter. In addition, distributors are allowed to return unsold products if the Company terminates the relationship with the distributor.

Distributors are granted price-adjustment credits for sales to their customers when the distributor’s standard cost (i.e., the Company’s sales price to the distributor) does not provide the distributor with an appropriate margin on its sales to its customers. As distributors negotiate selling prices with their customers, the final sales price agreed upon with the customer will be influenced by many factors, including the particular product being sold, the quantity ordered, the particular customer, the

geographic location of the distributor and the competitive landscape. As a result, the distributor may request and receive a price-adjustment credit from the Company to allow the distributor to earn an appropriate margin on the transaction.

Distributors are also granted price-adjustment credits in the event of a price decrease subsequent to the date the product was shipped and billed to the distributor. Generally, the Company will provide a credit equal to the difference between the price paid by the distributor (less any prior credits on such products) and the new price for the product multiplied by the quantity of the specific product in the distributor’s inventory at the time of the price decrease.

Given the uncertainties associated with the levels of price-adjustment credits to be granted to distributors, the sales price to the distributor is not fixed or determinable until the distributor resells the products to their customers. Therefore, the Company defers revenue recognition from sales to distributors until the distributors have sold the products to their customers.

Title to the inventory transfers to the distributor at the time of shipment or delivery to the distributor, and payment from the distributor is due in accordance with the Company’s standard payment terms. These payment terms are not contingent upon the distributors’ sale of the products to their customers. Upon title transfer to distributors, inventory is reduced for the cost of goods shipped, the margin (sales less cost of sales) is recorded as “deferred income on shipments to distributors, net” and an account receivable is recorded. Shipping costs are charged to cost of sales as incurred.

The deferred costs of sales to distributors have historically had very little risk of impairment due to the margins the Company earns on sales of its products and the relatively long life-cycle of the Company’s products. Product returns from distributors that are ultimately scrapped have historically been immaterial. In addition, price protection and price-adjustment credits granted to distributors historically have not exceeded the margins the Company earns on sales of its products. The Company continuously monitors the level and nature of product returns and is in frequent contact with the distributors to ensure reserves are established for all known material issues.

As of August 2, 2014 and November 2, 2013, the Company had gross deferred revenue of $356.1 million and $309.2 million, respectively, and gross deferred cost of sales of $70.3 million and $61.8 million, respectively. Deferred income on shipments to distributors increased in the first nine months of fiscal 2014 primarily as a result of an increase in product shipments into the channel during fiscal 2014 in order to support anticipated sales demand and, to a lesser extent, deferred income acquired as part of the Acquisition.

The Company generally offers a twelve-month warranty for its products. The Company’s warranty policy provides for replacement of defective products. Specific accruals are recorded for known product warranty issues. Product warranty expenses during each of the three- and nine-month periods ended August 2, 2014 and August 3, 2013 were not material.

Note 3 – Stock-Based Compensation

Stock-based compensation is measured at the grant date based on the grant-date fair value of the awards ultimately expected to vest, and is recognized as an expense on a straight-line basis over the vesting period, which is generally five years for stock options and three years for restricted stock units. In addition to restricted stock units with a service condition, we grant restricted stock units with both a market condition and a service condition (market-based restricted stock units). The number of shares of the Company's common stock to be issued upon vesting of market-based restricted stock units will range from 0% to 200% of the target amount, based on the comparison of the Company's total shareholder return (TSR) to the median TSR of a specified peer group over a three-year period. TSR is a measure of stock price appreciation plus any dividends paid during the performance period. Determining the amount of stock-based compensation to be recorded for stock options and market-based restricted stock units requires the Company to develop estimates to calculate the grant-date fair value of awards.

Hittite Replacement Awards — In connection with the Acquisition, the Company issued equity awards to certain Hittite employees in replacement of Hittite equity awards that were canceled at closing. The replacement awards consisted of approximately 0.7 million restricted stock units with a weighted average grant date fair value of $48.20. The terms and intrinsic value of these awards were substantially the same as the canceled Hittite awards. The fair value of the replaced awards associated with services rendered though the date of Acquisition was recognized as a component of the total preliminary estimated acquisition consideration and the remaining fair value of the replaced awards associated with post Acquisition services will be recognized as an expense on a straight-line basis over the remaining vesting period.

Grant-Date Fair Value — The Company uses the Black-Scholes valuation model to calculate the grant-date fair value of stock option awards and the Monte Carlo simulation model to calculate the grant-date fair value of market-based restricted stock units. The use of these valuation models requires the Company to make estimates and assumptions, such as expected volatility, expected term, risk-free interest rate, expected dividend yield and forfeiture rates. The grant-date fair value of

restricted stock units with only a service condition represents the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting.

Information pertaining to the Company’s stock option awards and the related estimated weighted-average assumptions to calculate the fair value of stock options using the Black-Scholes valuation model granted during the three- and nine-month periods ended August 2, 2014 and August 3, 2013 are as follows:



	Three Months Ended						Nine Months Ended
Stock Options	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013
Options granted (in thousands)	27			103			2,137			2,389
Weighted-average exercise price		$52.60			$45.97			$51.73			$46.39
Weighted-average grant-date fair value		$8.86			$7.85			$8.98			$7.37
Assumptions:
Weighted-average expected volatility	24.0		%	25.8		%	24.9		%	24.6		%
Weighted-average expected term (in years)	5.3			5.4			5.3			5.4
Weighted-average risk-free interest rate	1.7		%	1.2		%	1.7		%	1.0		%
Weighted-average expected dividend yield	2.8		%	3.0		%	2.9		%	2.9		%

The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the performance conditions stipulated in the award grant and calculates the fair market value for the market-based restricted stock units granted. The Monte Carlo simulation model also uses stock price volatility and other variables to estimate the probability of satisfying the performance conditions, including the possibility that the market condition may not be satisfied, and the resulting fair value of the award. Information pertaining to the Company’s market-based restricted stock units and the related estimated assumptions used to calculate the fair value of market-based restricted stock units granted during the nine-month period ended August 2, 2014 using the Monte Carlo simulation model are as follows:



	Nine Months Ended
Market-based Restricted Stock Units	August 2, 2014
Units granted (in thousands)	86
Grant-date fair value		$50.79
Assumptions:
Historical stock price volatility	23.2		%
Risk-free interest rate	0.8		%
Expected dividend yield	2.8		%

Market-based restricted stock units were not granted during the three-month period ended August 2, 2014 or the three- and nine-month periods ended August 3, 2013.

Expected volatility — The Company is responsible for estimating volatility and has considered a number of factors, including third-party estimates. The Company currently believes that the exclusive use of implied volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market’s current expectations of future volatility. In evaluating the appropriateness of exclusively relying on implied volatility, the Company concluded that: (1) options in the Company’s common stock are actively traded with sufficient volume on several exchanges; (2) the market prices of both the traded options and the underlying shares are measured at a similar point in time to each other and on a date close to the grant date of the employee share options; (3) the traded options have exercise prices that are both near-the-money and close to the exercise price of the employee share options; and (4) the remaining maturities of the traded options used to estimate volatility are at least one year.

Expected term — The Company uses historical employee exercise and option expiration data to estimate the expected term assumption for the Black-Scholes grant-date valuation. The Company believes that this historical data is currently the best estimate of the expected term of a new option, and that generally its employees exhibit similar exercise behavior.

Risk-free interest rate — The yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term assumption is used as the risk-free interest rate.

Expected dividend yield — Expected dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors for the current quarter and dividing that result by the closing stock price on the date of grant. Until such time as the Company’s Board of Directors declares a cash dividend for an amount that is different from the current quarter’s cash dividend, the current dividend will be used in deriving this assumption. Cash dividends are not paid on options, restricted stock or restricted stock units.

Stock-Based Compensation Expense

The amount of stock-based compensation expense recognized during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award. Based on an analysis of its historical forfeitures, the Company has applied an annual forfeiture rate of 4.4% to all unvested stock-based awards as of August 2, 2014. The rate of 4.4% represents the portion that is expected to be forfeited each year over the vesting period. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those options that vest.

Additional paid-in-capital (APIC) Pool

The APIC pool represents the excess tax benefits related to share-based compensation that are available to absorb future tax deficiencies. If the amount of future tax deficiencies is greater than the available APIC pool, the Company records the excess as income tax expense in its condensed consolidated statements of income. During the three- and nine-month periods ended August 2, 2014 and August 3, 2013, the Company had available APIC pool to absorb tax deficiencies recorded and as a result, these deficiencies did not affect its results of operations.

Stock-Based Compensation Activity

A summary of the activity under the Company’s stock option plans as of August 2, 2014 and changes during the three- and nine-month periods then ended is presented below:



Activity during the Three Months Ended August 2, 2014	Options Outstanding (in thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding at May 3, 2014	16,324			$36.42
Options granted	27			$52.60
Options exercised	(1,157	)		$31.15
Options forfeited	(41	)		$44.38
Options expired	(7	)		$46.27
Options outstanding at August 2, 2014	15,146			$36.82	5.9		$203,415
Options exercisable at August 2, 2014	8,927			$31.11	4.1		$168,707
Options vested or expected to vest at August 2, 2014 (1)	14,637			$36.47	5.8		$201,403


(1)	In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options.




Activity during the Nine Months Ended August 2, 2014	Options Outstanding (in thousands)		Weighted- Average Exercise Price Per Share
Options outstanding November 2, 2013	18,992			$33.56
Options granted	2,137			$51.73
Options exercised	(5,702	)		$31.31
Options forfeited	(249	)		$41.46
Options expired	(32	)		$45.48
Options outstanding at August 2, 2014	15,146			$36.82

During the three and nine months ended August 2, 2014, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $26.7 million and $114.5 million, respectively, and the total amount of proceeds received by the Company from the exercise of these options was $36.0 million and $178.6 million, respectively.

During the three and nine months ended August 3, 2013, the total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $29.3 million and $112.5 million, respectively, and the total amount of proceeds received by the Company from the exercise of these options was $85.9 million and $261.9 million, respectively.

A summary of the Company’s restricted stock unit award activity as of August 2, 2014 and changes during the three- and nine-month periods then ended is presented below:



Activity during the Three Months Ended August 2, 2014	Restricted Stock Units Outstanding (in thousands)		Weighted- Average Grant- Date Fair Value Per Share
Restricted stock units outstanding at May 3, 2014	2,449			$41.95
Units granted	730			$48.25
Restrictions lapsed	(26	)		$33.98
Forfeited	(18	)		$40.92
Restricted stock units outstanding at August 2, 2014	3,135			$43.48




Activity during the Nine Months Ended August 2, 2014	Restricted Stock Units Outstanding (in thousands)		Weighted- Average Grant- Date Fair Value Per Share
Restricted stock units outstanding at November 2, 2013	2,493			$37.62
Units granted	1,568			$47.98
Restrictions lapsed	(844	)		$34.93
Forfeited	(82	)		$39.18
Restricted stock units outstanding at August 2, 2014	3,135			$43.48

As of August 2, 2014, there was $137.8 million of total unrecognized compensation cost related to unvested share-based awards comprised of stock options, and restricted stock units. That cost is expected to be recognized over a weighted-average period of 1.4 years. The total grant-date fair value of shares that vested during the three and nine months ended August 2, 2014 was approximately $1.1 million and $53.4 million, respectively. The total grant-date fair value of shares that vested during the three and nine months ended August 3, 2013 was approximately $0.9 million and $63.0 million, respectively.

Note 4 – Common Stock Repurchase

The Company’s common stock repurchase program has been in place since August 2004. As of August 2, 2014, in the aggregate, the Board of Directors has authorized the Company to repurchase $5.6 billion of the Company’s common stock under the program. Under the program, the Company may repurchase outstanding shares of its common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized under the program. As of August 2, 2014, the Company had repurchased a total of approximately 133.2 million shares of its common stock for approximately $4.6 billion under this program. As of August 2, 2014, an additional $934.2 million remains available for repurchase of shares under the current authorized program. The repurchased shares are held as authorized but unissued shares of common stock. The Company also, from time to time, repurchases shares in settlement of employee minimum tax withholding obligations due upon the vesting of restricted stock units, or in certain limited circumstances to satisfy the exercise price of options granted to the Company’s employees under the Company’s equity compensation plans. Any future common stock repurchases will be dependent upon several factors, including the Company's financial performance, outlook, liquidity and the amount of cash the Company has available in the United States.

Note 5 – Accumulated Other Comprehensive Income (Loss)

The following table provides the changes in accumulated other comprehensive income (loss), OCI, by component and the related tax effects during the first nine months of fiscal 2014.



	Foreign currency translation adjustment		Unrealized holding gains on available for sale securities classified as short-term investments			Unrealized holding (losses) on available for sale securities classified as short-term investments			Unrealized holding Gains on Derivatives			Pension Plans			Total
November 2, 2013	$	483	$	953		$	(435	)	$	9,097		$	(90,644	)	$	(80,546	)
Other comprehensive income before reclassifications	3,204		(429		)	467			(946		)	(212		)	2,084
Amounts reclassified out of other comprehensive income	—		—			—			(2,211		)	3,268			1,057
Tax effects	—		85			(72		)	632			(493		)	152
Other comprehensive income	3,204		(344		)	395			(2,525		)	2,563			3,293
August 2, 2014	$	3,687	$	609		$	(40	)	$	6,572		$	(88,081	)	$	(77,253	)

The amounts reclassified out of accumulated other comprehensive income into the consolidated condensed statement of income, with presentation location during each period were as follows:



	Three Months Ended			Nine Months Ended
	August 2, 2014			August 2, 2014
Comprehensive Income Component							Location
Unrealized holding (losses) gains on derivatives
Currency forwards	$	(271	)	$	(166	)	Cost of sales
	(104		)	(877		)	Research and development
	(48		)	(346		)	Selling, marketing, general and administrative
Treasury rate lock	(274		)	(822		)	Interest, expense
	(697		)	(2,211		)	Total before tax
	152			444			Tax
	$	(545	)	(1,767		)	Net of tax

Amortization of pension components
Transition obligation	$	5		$	15		a
Prior service credit	(60		)	(182		)	a
Actuarial losses	1,135			3,435			a
	1,080			3,268			Total before tax
	(164		)	(493		)	Tax
	$	916		$	2,775		Net of tax

Total amounts reclassified out of accumulated other comprehensive income, net of tax	$	371		$	1,008

______________

a) The amortization of pension components is included in the computation of net periodic pension cost. For further information see Note 13, Retirement Plans, contained in Item 8 of the Annual Report on Form 10-K for the fiscal year ended November 2, 2013.

The Company estimates $1.1 million of net derivative unrealized holding gains included in OCI will be reclassified into earnings within the next twelve months. There was no ineffectiveness in the three- and nine-month periods ended August 2, 2014 and August 3, 2013.

Unrealized gains and losses on available-for-sale securities classified as short-term investments at August 2, 2014 and November 2, 2013 are as follows:



	August 2, 2014			November 2, 2013
Unrealized gains on securities classified as short-term investments	$	710		$	1,137
Unrealized losses on securities classified as short-term investments	(46		)	(511		)
Net unrealized gains on securities classified as short-term investments	$	664		$	626

As of August 2, 2014, the Company held 116 investment securities, 33 of which were in an unrealized loss position with an aggregate fair value of $1.7 billion. As of November 2, 2013, the Company held 137 investment securities, 31 of which were in an unrealized loss position with an aggregate fair value of $972.2 million. These unrealized losses were primarily related to corporate obligations that earn lower interest rates than current market rates. None of these investments have been in a loss position for more than twelve months. As the Company does not intend to sell these investments and it is unlikely that the

Company will be required to sell the investments before recovery of their amortized basis, which will be at maturity, the Company does not consider those investments to be other-than-temporarily impaired at August 2, 2014 and November 2, 2013.

Realized gains or losses on investments are determined based on the specific identification basis and are recognized in nonoperating (income) expense. There were no material net realized gains or losses from the sales of available-for-sale investments during any of the fiscal periods presented.

Note 6 – Earnings Per Share

Basic earnings per share is computed based only on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option programs and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money and restricted stock units. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of in-the-money stock options. Potential shares related to certain of the Company’s outstanding stock options were excluded because they were anti-dilutive. Those potential shares, determined based on the weighted average exercise prices during the respective periods, related to the Company’s outstanding stock options could be dilutive in the future.

The following table sets forth the computation of basic and diluted earnings per share:



	Three Months Ended				Nine Months Ended
	August 2, 2014		August 3, 2013		August 2, 2014		August 3, 2013
Net Income	$	180,606	$	176,239	$	520,625	$	471,933
Basic shares:
Weighted-average shares outstanding	314,190		309,117		313,321		306,681
Earnings per share basic:	$	0.57	$	0.57	$	1.66	$	1.54
Diluted shares:
Weighted-average shares outstanding	314,190		309,117		313,321		306,681
Assumed exercise of common stock equivalents	4,686		6,190		5,092		6,302
Weighted-average common and common equivalent shares	318,876		315,307		318,413		312,983
Earnings per share diluted:	$	0.57	$	0.56	$	1.64	$	1.51
Anti-dilutive shares related to:
Outstanding stock options	2,230		2,495		2,484		4,680

Note 7 – Special Charges

The Company monitors global macroeconomic conditions on an ongoing basis and continues to assess opportunities for improved operational effectiveness and efficiency, as well as a better alignment of expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions over the past several years. These actions are described below.

The following tables display the special charges taken for ongoing actions and a roll-forward from November 2, 2013 to August 2, 2014 of the employee separation and exit cost accruals established related to these actions.



	Reduction of Operating Costs
Statements of Income	2014		2013		2012
Workforce reductions	$	2,685	$	29,848	$	7,966
Facility closure costs	—		—		186
Non-cash impairment charge	—		—		219
Other items	—		—		60
Total Charges	$	2,685	$	29,848	$	8,431



Accrued Restructuring	Reduction of Operating Costs
Balance at November 2, 2013	$	19,955
First quarter 2014 special charge	2,685
Severance payments	(4,171		)
Effect of foreign currency on accrual	(4		)
Balance at February 1, 2014	$	18,465
Severance payments	(6,469		)
Effect of foreign currency on accrual	36
Balance at May 3, 2014	$	12,032
Severance payments	(3,016		)
Balance at August 2, 2014	$	9,016

Reduction of Operating Costs

During fiscal 2012, the Company recorded special charges of approximately $8.4 million. These special charges included: $8.0 million for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for 95 manufacturing, engineering and selling, marketing, general and administrative (SMG&A) employees; $0.2 million for lease obligation costs for facilities that the Company ceased using during the third quarter of fiscal 2012; $0.1 million for contract termination costs; and $0.2 million for the write-off of property, plant and equipment. The Company terminated the employment of all employees associated with these actions.

During fiscal 2013, the Company recorded special charges of approximately $29.8 million for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for 235 engineering and SMG&A employees. As of August 2, 2014, the Company employed 11 of the 235 employees included in these cost reduction actions. These employees must continue to be employed by the Company until their employment is involuntarily terminated in order to receive the severance benefit.

During the first quarter of fiscal 2014, the Company recorded a special charge of approximately $2.7 million for severance and fringe benefit costs in accordance with its ongoing benefit plan or statutory requirements at foreign locations for 30 engineering and SMG&A employees. The Company has terminated the employment of all employees associated with this cost-reduction action.

Note 8 – Segment Information

The Company operates and tracks its results in one reportable segment based upon the aggregation of five operating segments. The Company designs, develops, manufactures and markets a broad range of integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision Maker. The Company has determined that all of the Company's operating segments share the following similar economic characteristics, and therefore meet the criteria established for operating segments to be aggregated into one reportable segment, namely:

•The primary source of revenue for each operating segment is the sale of integrated circuits.

•The integrated circuits sold by each of the Company's operating segments are manufactured using similar semiconductor manufacturing processes and raw materials in either the Company’s own production facilities or by third-party wafer fabricators using proprietary processes.

•The Company sells its products to tens of thousands of customers worldwide. Many of these customers use products spanning all operating segments in a wide range of applications.

•The integrated circuits marketed by each of the Company's operating segments are sold globally through a direct sales force, third-party distributors, independent sales representatives and via our website to the same types of customers.

All of the Company's operating segments share a similar long-term financial model as they have similar economic characteristics. The causes for variation in operating and financial performance are the same among the Company's operating segments and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) product differentiation and (iv) size of market opportunity. Additionally, each operating segment is subject to the overall cyclical nature of the semiconductor industry. Lastly, the number and composition of employees and the amounts and types of tools and materials required for production of products are similar for each operating segment.

Revenue Trends by End Market

The following table summarizes revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. As data systems for capturing and tracking this data evolve and improve, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market. The results below in the consumer end market are reflective of the sale of the Company's microphone product line in the fourth quarter of fiscal 2013.



	Three Months Ended
	August 2, 2014						August 3, 2013
	Revenue		% of Revenue		Y/Y%		Revenue		% of Revenue
Industrial	$	350,578	48	%	12	%	$	312,970	46	%
Automotive	130,052		18	%	8	%	120,925		18	%
Consumer	80,870		11	%	(19	)%	100,254		15	%
Communications	166,252		23	%	19	%	140,023		21	%
Total revenue	$	727,752	100	%	8	%	$	674,172	100	%




	Nine Months Ended
	August 2, 2014						August 3, 2013
	Revenue		% of Revenue		Y/Y%		Revenue		% of Revenue
Industrial	$	965,422	47	%	7	%	$	904,385	46	%
Automotive	390,485		19	%	11	%	351,939		18	%
Consumer	233,130		11	%	(24	)%	308,762		16	%
Communications	461,489		23	%	18	%	390,470		20	%
Total revenue	$	2,050,526	100	%	5	%	$	1,955,556	100	%

Revenue Trends by Product Type

The following table summarizes revenue by product categories. The categorization of the Company’s products into broad categories is based on the characteristics of the individual products, the specification of the products and in some cases the specific uses that certain products have within applications. The categorization of products into categories is therefore subject to judgment in some cases and can vary over time. In instances where products move between product categories, the Company reclassifies the amounts in the product categories for all prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each product category. The results below in the other analog product category market are reflective of the sale of the Company's microphone product line in the fourth quarter of fiscal 2013.



	Three Months Ended
	August 2, 2014						August 3, 2013
	Revenue		% of Revenue		Y/Y%		Revenue		% of Revenue*
Converters	$	327,538	45	%	9	%	$	300,484	45	%
Amplifiers / Radio frequency	194,017		27	%	9	%	177,451		26	%
Other analog	95,964		13	%	4	%	92,278		14	%
Subtotal analog signal processing	617,519		85	%	8	%	570,213		85	%
Power management & reference	45,913		6	%	1	%	45,611		7	%
Total analog products	$	663,432	91	%	8	%	$	615,824	91	%
Digital signal processing	64,320		9	%	10	%	58,348		9	%
Total revenue	$	727,752	100	%	8	%	$	674,172	100	%

* The sum of the individual percentages does not equal the total due to rounding.




	Nine Months Ended
	August 2, 2014						August 3, 2013
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Converters	$	936,004	46	%	7	%	$	873,884	45	%
Amplifiers / Radio frequency	545,018		27	%	8	%	506,222		26	%
Other analog	263,486		13	%	(6	)%	279,876		14	%
Subtotal analog signal processing	1,744,508		85	%	5	%	1,659,982		85	%
Power management & reference	127,761		6	%	(1	)%	128,694		7	%
Total analog products	$	1,872,269	91	%	5	%	$	1,788,676	91	%
Digital signal processing	178,257		9	%	7	%	166,880		9	%
Total revenue	$	2,050,526	100	%	5	%	$	1,955,556	100	%

* The sum of the individual percentages does not equal the total due to rounding.

Revenue Trends by Geographic Region

Revenue by geographic region, based on the primary location of the Company's customers’ design activity for its products, for the three- and nine-month periods ended August 2, 2014 and August 3, 2013 were as follows:



	Three Months Ended				Nine Months Ended
Region	August 2, 2014		August 3, 2013		August 2, 2014		August 3, 2013
United States	$	200,590	$	202,687	$	576,496	$	613,139
Rest of North and South America	25,959		25,063		70,826		76,769
Europe	244,148		217,608		677,134		622,977
Japan	79,063		77,790		224,745		214,352
China	113,933		93,305		324,000		262,044
Rest of Asia	64,059		57,719		177,325		166,275
Total revenue	$	727,752	$	674,172	$	2,050,526	$	1,955,556

In the three- and nine-month periods ended August 2, 2014 and August 3, 2013, the predominant country comprising “Rest of North and South America” is Canada; the predominant countries comprising “Europe” are Germany, Sweden, France and the United Kingdom; and the predominant countries comprising “Rest of Asia” are South Korea and Taiwan.

Note 9 – Fair Value

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The tables below set forth by level the Company’s financial assets and liabilities, excluding accrued interest components, that are accounted for at fair value on a recurring basis as of August 2, 2014 and November 2, 2013. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 2, 2014 and November 2, 2013, the Company held $157.1 million and $45.6 million, respectively, of cash and held-to-maturity investments that were excluded from the tables below.



	August 2, 2014
	Fair Value measurement at Reporting Date using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets
Cash equivalents:
Available-for-sale:
Institutional money market funds	$	505,052	$	—	$	—	$	505,052
Corporate obligations (1)	—		1,923,333		—		1,923,333
Short - term investments:
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		2,049,403		—		2,049,403
Floating rate notes, issued at par	—		245,359		—		245,359
Securities with greater than one year to maturity:
Corporate obligations (1)	—		12,009		—		12,009
Floating rate notes, issued at par	—		40,047		—		40,047
Other assets:
Deferred compensation investments	20,645		—		—		20,645
Total assets measured at fair value	$	525,697	$	4,270,151	$	—	$	4,795,848
Liabilities
Forward foreign currency exchange contracts (2)	—		1,434		—		1,434
Contingent consideration	$	—	$	—	$	2,875	$	2,875
Total liabilities measured at fair value	$	—	$	1,434	$	2,875	$	4,309


(1)	The amortized cost of the Company’s investments classified as available-for-sale as of August 2, 2014 was $3.6 billion.


(2)	The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10, Derivatives, for more information related to the Company's master netting arrangements.



	November 2, 2013
	Fair Value measurement at Reporting Date using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Total
Assets
Cash equivalents:
Available-for-sale:
Institutional money market funds	$	186,896	$	—	$	—	$	186,896
Corporate obligations (1)	—		159,556		—		159,556
Short - term investments:
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		3,764,213		—		3,764,213
Floating rate notes, issued at par	—		207,521		—		207,521
Floating rate notes (1)	—		113,886		—		113,886
Securities with greater than one year to maturity:
Floating rate notes, issued at par	—		205,203		—		205,203
Other assets:
Forward foreign currency exchange contracts (2)	—		2,267		—		2,267
Deferred compensation investments	17,431		—		—		17,431
Total assets measured at fair value	$	204,327	$	4,452,646	$	—	$	4,656,973
Liabilities
Contingent consideration	—		—		6,479		6,479
Total liabilities measured at fair value	$	—	$	—	$	6,479	$	6,479


(1)	The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2013 was $3.8 billion.


(2)	The Company has a master netting arrangement by counterparty with respect to derivative contracts. See Note 10, Derivatives, for more information related to the Company's master netting arrangements.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash equivalents and short-term investments — These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.

Deferred compensation plan investments — The fair value of these mutual fund, money market fund and equity investments are based on quoted market prices.

Forward foreign currency exchange contracts — The estimated fair value of forward foreign currency exchange contracts, which includes derivatives that are accounted for as cash flow hedges and those that are not designated as cash flow hedges, is based on the estimated amount the Company would receive if it sold these agreements at the reporting date taking into consideration current interest rates as well as the creditworthiness of the counterparty for assets and the Company’s creditworthiness for liabilities.

Contingent consideration — The fair value of the contingent consideration was estimated utilizing the income approach and is based upon significant inputs not observable in the market. The income approach is based on two steps. The first step involves a projection of the cash flows that is based on the Company’s estimates of the timing and probability of achieving the defined milestones. The second step involves converting the cash flows into a present value equivalent through discounting. The discount rate reflects the Baa costs of debt plus the relevant risk associated with the asset and the time value of money.

The fair value measurement of the contingent consideration encompasses the following significant unobservable inputs:



Unobservable Inputs	Range
Estimated contingent consideration payments	$3,000
Discount rate	7% - 10%
Timing of cash flows	1 - 14 months
Probability of achievement	100%

Changes in the fair value of the contingent consideration subsequent to the acquisition date that are primarily driven by assumptions pertaining to the achievement of the defined milestones will be recognized in operating income in the period of the estimated fair value change. Significant increases or decreases in any of the inputs in isolation may result in a fluctuation in the fair value measurement.

The following table summarizes the change in the fair value of the contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended August 2, 2014:



	Contingent Consideration
Balance as of November 2, 2013	$	6,479
Payment made (1)	(4,000		)
Fair value adjustment (2)	396
Balance as of August 2, 2014	$	2,875


(1)	The payment is reflected in the Company's condensed consolidated statements of cash flows as cash used in financing activities related to the liability recognized at fair value as of the acquisition date and as cash provided by operating activities related to the fair value adjustments previously recognized in earnings.


(2)	Recorded in research and development expense in the Company's condensed consolidated statements of income.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

On July 22, 2014, the Company entered into a 90-day term loan facility in an aggregate principal amount of $2 billion with Credit Suisse AG, as Administrative Agent, and each lender from time to time party thereto (the Term Loan Agreement) to finance the Acquisition. Payments of the principal amounts of revolving loans under the Term Loan Agreement are due no later than October 20, 2014. As of August 2, 2014 the $2.0 billion carrying value of the loan approximates the fair value of the loan due to its short term nature. It is classified as a Level 2 measurement according to the fair value hierarchy.

Note 10 – Derivatives

Foreign Exchange Exposure Management — The Company enters into forward foreign currency exchange contracts to offset certain operational and balance sheet exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of the Company’s operations, assets and liabilities that are denominated in currencies other

than the U.S. dollar, primarily the Euro; other significant exposures include the Philippine Peso, the Japanese Yen and the British Pound. These foreign currency exchange contracts are entered into to support transactions made in the normal course of business, and accordingly, are not speculative in nature. The contracts are for periods consistent with the terms of the underlying transactions, generally one year or less. Hedges related to anticipated transactions are designated and documented at the inception of the respective hedges as cash flow hedges and are evaluated for effectiveness monthly. Derivative instruments are employed to eliminate or minimize certain foreign currency exposures that can be confidently identified and quantified. As

the terms of the contract and the underlying transaction are matched at inception, forward contract effectiveness is calculated by comparing the change in fair value of the contract to the change in the forward value of the anticipated transaction, with the effective portion of the gain or loss on the derivative reported as a component of accumulated OCI in shareholders’ equity and reclassified into earnings in the same period during which the hedged transaction affects earnings. Any residual change in fair value of the instruments, or ineffectiveness, is recognized immediately in other (income) expense. Additionally, the Company enters into forward foreign currency contracts that economically hedge the gains and losses generated by the re-measurement of certain recorded assets and liabilities in a non-functional currency. Changes in the fair value of these undesignated hedges are recognized in other (income) expense immediately as an offset to the changes in the fair value of the asset or liability being hedged. As of August 2, 2014 and November 2, 2013, the total notional amount of these undesignated hedges was $41.9 million and $33.4 million, respectively. The fair value of these undesignated hedges in the Company’s condensed consolidated balance sheets as of August 2, 2014 and November 2, 2013 was immaterial.

Interest Rate Exposure Management — The Company's current and future debt may be subject to interest rate risk. The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of these changes. On April 24, 2013, the Company entered into a treasury rate lock agreement with Bank of America. This agreement allowed the Company to lock a 10-year US Treasury rate of 1.7845% through June 14, 2013 for its anticipated issuance of the 2023 Notes. The Company designated this agreement as a cash flow hedge. On June 3, 2013, the Company terminated the treasury rate lock simultaneously with the issuance of the 2023 Notes which resulted in a gain of approximately $11.0 million. This gain is being amortized into interest expense over the 10-year term of the 2023 Notes. See Note 5, Accumulated Other Comprehensive Income (Loss), for more information relating to the amortization of the treasury rate lock into interest expense.

On June 30, 2009, the Company entered into interest rate swap transactions related to its outstanding $375 million aggregate principal amount of 5.0% senior unsecured notes due July 1, 2014 (the 2014 Notes) where the Company swapped the notional amount of its $375.0 million of fixed rate debt at 5.0% into floating interest rate debt through July 1, 2014. The Company designated these swaps as fair value hedges. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. The amounts earned and owed under the swap agreements were accrued each period and were reported in interest expense. There was no ineffectiveness recognized in any of the periods presented. In the second quarter of fiscal 2012, the Company terminated the interest rate swap agreement. The Company received $19.8 million in cash proceeds from the swap termination, which included $1.3 million in accrued interest. As a result of the termination, the carrying value of the 2014 Notes was adjusted for the change in the fair value of the interest component of the debt up to the date of the termination of the swap in an amount equal to the fair value of the swap, and was amortized into earnings as a reduction of interest expense over the remaining life of the debt. During the third quarter of fiscal 2013, in conjunction with the redemption of the 2014 Notes, the Company recognized the remaining $8.6 million in unamortized proceeds received from the termination of the interest rate swap as other, net expense.

The market risk associated with the Company’s derivative instruments results from currency exchange rate or interest rate movements that are expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. The counterparties to the agreements relating to the Company’s derivative instruments consist of a number of major international financial institutions with high credit ratings. Based on the credit ratings of the Company’s counterparties as of August 2, 2014, nonperformance is not perceived to be a significant risk. Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of the Company’s exposure to credit risk. The amounts potentially subject to credit risk (arising from the possible inability of counterparties to meet the terms of their contracts) are generally limited to the amounts, if any, by which the counterparties’ obligations under the contracts exceed the obligations of the Company to the counterparties. As a result of the above considerations, the Company does not consider the risk of counterparty default to be significant.

The Company records the fair value of its derivative financial instruments in its condensed consolidated financial statements in other current assets, other assets or accrued liabilities, depending on their net position, regardless of the purpose or intent for holding the derivative contract. Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of OCI. Changes in the fair value of cash flow hedges are recorded in OCI and reclassified into earnings when the underlying contract matures. Changes in the fair values of derivatives not qualifying for hedge accounting or the ineffective portion of designated hedges are reported in earnings as they occur.

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos and Japanese Yen as of August 2, 2014 and November 2, 2013 was $184.4 million and $196.9 million, respectively. The fair values of forward foreign currency derivative instruments

designated as hedging instruments in the Company’s condensed consolidated balance sheets as of August 2, 2014 and November 2, 2013 were as follows:



		Fair Value At
	Balance Sheet Location	August 2, 2014		November 2, 2013
Forward foreign currency exchange contracts	Prepaid expenses and other current assets	$	—	$	2,377
	Accrued liabilities	$	1,261	$	—

For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of accumulated other comprehensive income into the condensed consolidated statement of income related to forward foreign currency exchange contracts, see Note 5, Accumulated Other Comprehensive Income (Loss).

All of the Company’s derivative financial instruments are subject to master netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's consolidated balance sheet on a net basis. As of August 2, 2014 and November 2, 2013, none of the master netting arrangements involved collateral. The following table presents the gross amounts of the Company's derivative assets and liabilities and the net amounts recorded in our consolidated balance sheet:




	August 2, 2014			November 2, 2013
Gross amount of recognized (liabilities) assets	(2,427		)	$	4,217
Gross amounts recognized assets (liabilities) offset in the consolidated balance sheet	1,083			(1,950		)
Net amount presented in the consolidated balance sheet (liabilities) assets	$	(1,344	)	$	2,267

Note 11 – Goodwill and Intangible Assets

Goodwill

The Company evaluates goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable. The Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on the first day of the fourth quarter (on or about August 3) or more frequently if indicators of impairment exist. For the Company’s latest annual impairment assessment that occurred on August 4, 2013, the Company identified its reporting units to be its five operating segments. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company determines the fair value of its reporting units using the income approach methodology of valuation that includes the discounted cash flow method, as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairment of goodwill resulted in any of the fiscal periods presented. The following table presents the changes in goodwill during the first nine months of fiscal 2014:



	Nine Months Ended
	August 2, 2014
Balance as of November 2, 2013	$	284,112
Acquisition of Hittite (Note 16)	1,344,851
Foreign currency translation adjustment	2,927
Balance as of August 2, 2014	$	1,631,890

Intangible Assets

The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of these assets is measured by comparison of their carrying value to future undiscounted cash flows the assets are expected to generate over their remaining economic lives. If such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their fair value determined by either a quoted market price, if any, or a value determined by utilizing

a discounted cash flow technique. As of August 2, 2014 and November 2, 2013, the Company’s finite-lived intangible assets consisted of the following which related to the acquisitions of Hittite and Multigig, Inc. (See Note 16, Acquisitions):



	August 2, 2014				November 2, 2013
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	628,500	$	605	$	—	$	—
Technology-based	16,200		691		1,100		348
Backlog	24,500		772		—		—
Total	$	669,200	$	2,068	$	1,100	$	348

For the three- and nine-month periods ended August 2, 2014, amortization expense related to finite-lived intangible assets was $1.6 million and $1.7 million, respectively. Amortization expense related to finite-lived intangible assets for each of the three- and nine-month periods ended August 3, 2013 was $0.1 million and $0.2 million, respectively. The remaining amortization expense will be recognized over an estimated weighted average life of approximately 14.0 years.

The Company expects annual amortization expense for intangible assets to be:



Fiscal Year	Amortization Expense
Remainder of fiscal 2014		$12,779
2015		$77,619
2016		$80,237
2017		$76,974
2018		$70,421

Indefinite-lived intangible assets are tested for impairment on an annual basis on the first day of the fourth quarter (on or about August 3) or more frequently if indicators of impairment exist. No impairment of intangible assets resulted from the impairment tests in any of the fiscal periods presented.

Intangible assets, excluding in-process research and development (IPR&D), are amortized on a straight-line basis over their estimated useful lives or on an accelerated method of amortization that is expected to reflect the estimated pattern of economic use. IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. Upon completion of the projects, the IPR&D assets will be amortized over their estimated useful lives.

Indefinite-lived intangible assets consisted of $28.7 million and $27.8 million of IPR&D as of August 2, 2014 and November 2, 2013, respectively.

Note 12 – Pension Plans

The Company has various defined benefit pension and other retirement plans for certain non-U.S. employees that are consistent with local statutory requirements and practices. The Company’s funding policy for its foreign defined benefit pension plans is consistent with the local requirements of each country. The plans’ assets consist primarily of U.S. and non-U.S. equity securities, bonds, property and cash.

Net periodic pension cost of non-U.S. plans is presented in the following table:



	Three Months Ended						Nine Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013
Service cost	$	3,423		$	2,796		$	10,257		$	8,472
Interest cost	3,553			3,100			10,660			9,351
Expected return on plan assets	(3,446		)	(2,911		)	(10,325		)	(8,787		)
Amortization of initial net obligation	5			5			15			15
Amortization of prior service cost	(61		)	(59		)	(183		)	(175		)
Amortization of net loss	1,149			744			3,451			2,235
Net periodic pension cost	$	4,623		$	3,675		$	13,875		$	11,111

Pension contributions of $4.4 million and $13.2 million were made by the Company during the three and nine months ended August 2, 2014, respectively. The Company presently anticipates contributing an additional $4.3 million to fund its defined benefit pension plans in fiscal year 2014 for a total of $17.5 million.

Note 13 – Revolving Credit Facility

As of August 2, 2014, the Company had $4.9 billion of cash and cash equivalents and short-term investments, of which $1.1 billion was held in the United States. The balance of the Company's cash and cash equivalents and short-term investments was held outside the United States in various foreign subsidiaries. As the Company intends to reinvest its foreign earnings indefinitely, this cash is not available to meet the Company's cash requirements in the United States, including cash dividends and common stock repurchases. During December 2012, the Company terminated its five-year, $165.0 million unsecured revolving credit facility with certain institutional lenders entered into in May 2008. On December 19, 2012, the Company entered into a five-year, $500.0 million senior unsecured revolving credit facility with certain institutional lenders (the Credit Agreement). In June 2014, the Company amended this credit facility to temporarily increase the amount of allowed subsidiary indebtedness related to the financing of the Acquisition. To date, the Company has not borrowed under this credit facility but the Company may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes. Revolving loans under the Credit Agreement (other than swing line loans) bear interest, at the Company's option, at either a rate equal to (a) the Eurodollar Rate (as defined in the Credit Agreement) plus a margin based on the Company's debt rating or (b) the Base Rate (defined as the highest of (i) the Bank of America prime rate, (ii) the Federal Funds Rate (as defined in the Credit Agreement) plus .50% and (iii) one month Eurodollar Rate plus 1.00%) plus a margin based on the Company's debt rating. The terms of the facility impose restrictions on the Company’s ability to undertake certain transactions, to create certain liens on assets and to incur certain subsidiary indebtedness. In addition, the Credit Agreement contains a consolidated leverage ratio covenant of total consolidated funded debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) of not greater than 3.0 to 1.0. As of August 2, 2014, the Company was compliant with these covenants.

Note 14 – Debt

On June 30, 2009, the Company issued $375.0 million aggregate principal amount of 5.0% senior unsecured notes due July 1, 2014 (the 2014 Notes) with semi-annual fixed interest payments due on January 1 and July 1 of each year, commencing January 1, 2010. The sale of the 2014 Notes was made pursuant to the terms of an underwriting agreement, dated June 25, 2009, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. The net proceeds of the offering were $370.4 million, after issuing at a discount and deducting expenses, underwriting discounts and commissions, which were amortized over the term of the 2014 Notes.

On June 30, 2009, the Company entered into interest rate swap transactions related to its outstanding 2014 Notes where the Company swapped the notional amount of its $375.0 million of fixed rate debt at 5.0% into floating interest rate debt through July 1, 2014. The Company designated these swaps as fair value hedges. The changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps in other assets on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. In fiscal 2012, the Company terminated the interest rate swap agreement. The Company received $19.8 million in cash proceeds from the swap termination, which included $1.3 million in accrued interest. The proceeds, net of interest received, are disclosed in cash flows from financing activities in the Company's condensed consolidated statements of cash flows. As a result of the termination, the carrying value of the 2014 Notes was adjusted for the change in the fair value of the interest component of the debt up to the date of the termination of the swap in an amount equal to the fair value of the swap, and was amortized into earnings as a reduction of interest expense over the remaining life of the debt. During the third quarter of fiscal 2013, in conjunction with the redemption of the 2014 Notes, the Company recognized the remaining $8.6 million unamortized proceeds received from the termination of the interest rate swap as other, net expense, within non-operating (income) expense.

During the third quarter of fiscal 2013, the Company redeemed its outstanding 2014 Notes. The redemption price was 104.744% of the principal amount of the 2014 Notes. The Company applied the provisions of Accounting Standards Codification (ASC) Subtopic 470-50, Modifications and Extinguishments (ASC 470-50) in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. The Company concluded that the debt transaction qualified as a debt extinguishment and, as a result, recognized a net loss on debt extinguishment of approximately $10.2 million recorded in other, net expense within non-operating (income) expense. This loss was comprised of the make-whole premium of $17.8 million paid to bondholders on the 2014 Notes in accordance with the terms of the notes, the recognition of the remaining $8.6 million of unamortized proceeds received from the termination of the interest rate swap associated with the debt, and the write off of approximately $1.0 million of debt issuance and discount costs that remained to be amortized. The write off of the remaining unamortized portion of debt issuance costs, discount and swap

proceeds were reflected in the Company's condensed consolidated statements of cash flows within operating activities, and the make-whole premium is reflected within financing activities.

On December 22, 2010, Analog Devices Holdings B.V., a wholly owned subsidiary of the Company, entered into a credit agreement with Bank of America, N.A., London Branch as administrative agent. The borrower’s obligations were guaranteed by the Company. The credit agreement provided for a term loan facility of $145.0 million, which was set to mature on December 22, 2013. During the first quarter of fiscal 2013, the Company repaid the remaining outstanding principal balance on the loan of $60.1 million and the credit agreement was terminated. The terms of the agreement provided for a three year principal amortization schedule with $3.6 million payable quarterly every March, June, September and December with the balance payable upon the maturity date. During fiscal 2011 and fiscal 2012, the Company made additional principal payments of $17.5 million and $42.0 million, respectively. The loan bore interest at a fluctuating rate for each period equal to the LIBOR rate corresponding with the tenor of the interest period plus a spread of 1.25%. The terms of this facility included limitations on subsidiary indebtedness and on liens against the assets of the Company and its subsidiaries, and also included financial covenants that required the Company to maintain a minimum interest coverage ratio and not exceed a maximum leverage ratio.

On April 4, 2011, the Company issued $375.0 million aggregate principal amount of 3.0% senior unsecured notes due April 15, 2016 (the 2016 Notes) with semi-annual fixed interest payments due on April 15 and October 15 of each year, commencing October 15, 2011. The sale of the 2016 Notes was made pursuant to the terms of an underwriting agreement, dated March 30, 2011, between the Company and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner and Smith Incorporated, as representative of the several underwriters named therein. The net proceeds of the offering were $370.5 million, after issuing at a discount and deducting expenses, underwriting discounts and commissions, which will be amortized over the term of the 2016 Notes. The indenture governing the 2016 Notes contains covenants that may limit the Company’s ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party. As of August 2, 2014, the Company was compliant with these covenants. The 2016 Notes are subordinated to any future secured debt and to the other liabilities of the Company’s subsidiaries.

On June 3, 2013, the Company issued $500.0 million aggregate principal amount of 2.875% senior unsecured notes due June 1, 2023 (the 2023 Notes) with semi-annual fixed interest payments due on June 1 and December 1 of each year, commencing December 1, 2013. Prior to issuing the 2023 Notes, on April 24, 2013, the Company entered into a treasury rate lock agreement with Bank of America. This agreement allowed the Company to lock a 10-year US Treasury rate of 1.7845% through June 14, 2013 for its anticipated issuance of the 2023 Notes. Upon issuing the 2023 Notes, the Company simultaneously terminated the treasury rate lock agreement resulting in a gain of approximately $11.0 million. This gain will be amortized into interest expense over the 10-year term of the 2023 Notes. The sale of the 2023 Notes was made pursuant to the terms of an underwriting agreement, dated as of May 22, 2013, among the Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as the representatives of the several underwriters named therein. The net proceeds of the offering were $493.9 million, after discount and issuance costs. Debt discount and issuance costs will be amortized through interest expense over the term of the 2023 Notes. The indenture governing the 2023 Notes contains covenants that may limit the Company's ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party. As of August 2, 2014, the Company was compliant with these covenants. The notes are subordinated to any future secured debt and to the other liabilities of the Company's subsidiaries.

On July 22, 2014, the Company entered into a 90-day term loan facility in an aggregate principal amount of $2.0 billion with Credit Suisse AG, as Administrative Agent, and each lender from time to time party thereto (the Term Loan Agreement) to finance the Acquisition. Loans under the Term Loan Agreement bear interest at the Eurodollar Rate (as defined in the Term Loan Agreement) plus 1.00% (1.16% as of August 2, 2014). Payments of the principal amounts of revolving loans under the Term Loan Agreement are due no later than October 20, 2014 and will not require interim amortization. The Company may prepay loans under the Term Loan Agreement in whole or in part at any time, without premium or penalty, subject to reimbursement of certain costs in the case of borrowings that bear interest at the Eurodollar Rate. Expenses incurred related to the debt are being amortized over the 90-day term. The Term Loan Agreement contains customary representations and warranties and affirmative and negative covenants, including, among others, limitations on liens, indebtedness of subsidiaries, mergers and other fundamental changes, sales and other dispositions of property or assets and transactions with affiliates. The Term Loan Agreement contains a consolidated leverage ratio covenant of total consolidated funded debt to consolidated EBITDA (earnings before interest, taxes, depreciation, and amortization) of not greater than 3.0 to 1.0. As of August 2, 2014, the Company was compliant with these covenants.

The Company’s principal payments related to its debt obligations are due as follows: $2.0 billion in fiscal 2014, $375.0 million in fiscal 2016 and $500.0 million in fiscal 2023.

Note 15 – Inventories

Inventories are valued at the lower of cost (first-in, first-out method) or market. The valuation of inventory requires the Company to estimate obsolete or excess inventory as well as inventory that is not of sellable quality. The Company employs a variety of methodologies to determine the net realizable value of its inventory. While a portion of the calculation to record inventory at its net realizable value is based on the age of the inventory and lower of cost or market calculations, a key factor in estimating obsolete or excess inventory requires the Company to estimate the future demand for its products. If actual demand is less than the Company’s estimates, impairment charges, which are recorded to cost of sales, may need to be recorded in future periods. Inventory in excess of sellable amounts is not valued, and the remaining inventory is valued at the lower of cost or market. In connection with the Acquisition the Company acquired approximately $6.1 million of raw materials which has been classified as non-current and is presented within the consolidated balance sheet as other assets as the Company does not expect this inventory to be sold within one year. This inventory was purchased as part of a planned transition from a principal foundry supplier. The larger than normal purchase was made to maintain an adequate supply of the raw material for customers, which has a natural life of five to ten years.

Inventories at August 2, 2014 and November 2, 2013 were as follows:



	August 2, 2014		November 2, 2013
Raw materials	$	47,139	$	19,641
Work in process	244,583		175,155
Finished goods	123,376		88,541
Total inventories	$	415,098	$	283,337
Non-current inventories	$	6,053	$	—

Note 16 – Acquisitions

Hittite Microwave Corporation

On July 22, 2014, the Company completed its acquisition of Hittite Microwave Corporation (Hittite), a company that designs and develops high performance integrated circuits, modules, subsystems and instrumentation for radio frequency, microwave and millimeterwave applications. The total consideration paid to acquire Hittite was approximately $2.4 billion, financed through a combination of existing cash on hand and a 90-day term loan facility of $2.0 billion. The acquisition of Hittite is referred to as the Acquisition. The Acquisition is expected to expand the Company’s technology position in high performance signal processing solutions and drive growth in key markets. The Company completed the Acquisition through a cash tender offer (the Offer) by BBAC Corp., a wholly-owned subsidiary of the Company, for all of the outstanding shares of common stock, par value $0.01 per share, of Hittite at a purchase price of $78.00 per share, net to the seller in cash, without interest, less any applicable withholding taxes. After completion of the Offer, BBAC Corp. merged with and into Hittite, with Hittite continuing as the surviving corporation and a wholly-owned subsidiary of the Company. The results of operations of Hittite from July 22, 2014 (the Acquisition Date) are included in the Company’s condensed consolidated statements of income for the three and nine months ended August 2, 2014. Given the proximity of the Acquisition Date to August 2, 2014, the amount of revenue and earnings attributable to Hittite included in the Company’s unaudited condensed consolidated statements of income was immaterial.

The Acquisition-date fair value of the consideration transferred in the Acquisition consisted of the following:



(in thousands)
Cash consideration	$	2,424,446
Fair value of replacement share-based awards	8,851
Total estimated purchase price	$	2,433,297

present value of dividends expected to be paid on the Company’s common stock prior to vesting. The terms and the intrinsic value of these awards were substantially the same as the canceled Hittite awards. The $8.9 million noted in the table above, represents the portion of the fair value of the replacement awards associated with services rendered though the Acquisition Date and have been included as a component of the total estimated purchase price.

The preliminary fair values of assets acquired and liabilities assumed as of the Acquisition Date is set forth in the table below. The excess of the purchase price over the aggregate fair value of identifiable net assets acquired was recorded as goodwill. None of the goodwill is expected to be deductible for tax purposes. These preliminary fair values were determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the Acquisition accounting is not complete and additional information that existed at the Acquisition Date may become known to the Company during the remainder of the measurement period. As of the filing date of this Quarterly Report on Form 10-Q, the Company is still in the process of valuing the assets acquired of Hittite's business, including inventory, fixed assets, deferred taxes, intangible assets, and liabilities, including deferred revenue.



(in thousands)
Cash and cash equivalents	$	480,742
Marketable securities	28,008
Accounts receivable (a)	36,991
Inventories	115,801
Prepaid expenses and other assets	9,605
Property, plant and equipment	50,490
Deferred tax asset	7,295
Intangible assets (Note 11)	669,000
Goodwill (Note 11)	1,344,851
Total assets	$	2,742,783
Assumed liabilities	55,380
Deferred tax liabilities	254,106
Total estimated purchase price	$	2,433,297

____________


(a)	The fair value of accounts receivable was $37.0 million, with the gross contractual amount being $37.3 million, of which the Company estimates that $0.3 million is uncollectible.

Of the $669.0 million of acquired intangible assets, $0.9 million was recorded as in-process research and development (IPR&D) assets at estimated fair value on the Acquisition Date. The IPR&D assets acquired are being capitalized until the technology is commercially available for their intended uses at which point the assets will be amortized over their estimated useful lives. The amortizable intangible assets acquired consisted of the following, which are being amortized on a straight-line basis over their estimated useful lives or on an accelerated method of amortization that is expected to reflect the estimated pattern of economic use.



	Fair Value (in thousands)		Weighted Average Useful Lives (in Years)

Technology-based	$	15,100	8
Backlog	24,500		1
Customer relationships	628,500		15
Total amortizable intangible assets	$	668,100	14

The goodwill recognized is attributable to synergies which are expected to enhance and expand the Company’s overall product portfolio and opportunities in new markets, future technologies that have yet to be determined and Hittite’s assembled workforce. Future technologies do not meet the criteria for recognition separately from goodwill because they are part of future

development and growth of the business. As of the filing date of this Quarterly Report on Form 10-Q, the assignment of goodwill to the Company's reporting units has not been completed.

There were no significant contingencies assumed as part of the Acquisition.

The Company recognized $21.1 million of transaction-related costs, including legal, accounting and other related fees that were expensed in the nine-month period ended August 2, 2014. These costs are included in the condensed consolidated statements of income in operating expenses within SMG&A expenses. The Company may incur additional transaction-related costs within the next twelve months related to the Acquisition that will be expensed as incurred.

The following unaudited pro forma consolidated financial information combines the unaudited results of the Company for the three and nine months ended August 2, 2014 and the unaudited results of Hittite for the three and nine months ended June 30, 2014 and assumes that the Acquisition, which closed on July 22, 2014, was completed on November 4, 2012 (the first day of the Company’s 2013 fiscal year). The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for amortization expense of acquired intangible assets, transaction-related costs, a step-up in the value of acquired inventory and property, plant and equipment, and interest expense for the debt incurred to fund the Acquisition, together with the consequential tax effects. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the Acquisition actually taken place on November 4, 2012. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the Acquisition.



(thousands, except per share data)	Pro Forma Three Months Ended
	August 2, 2014		August 3, 2013
Revenue	$	799,064	$	742,779
Net income	$	205,992	$	183,281
Basic net income per common share	$	0.66	$	0.59
Diluted net income per common share	$	0.64	$	0.58



(thousands, except per share data)	Pro Forma Nine Months Ended
	August 2, 2014		August 3, 2013
Revenue	$	2,261,221	$	2,160,374
Net income	$	555,016	$	448,407
Basic net income per common share	$	1.77	$	1.46
Diluted net income per common share	$	1.74	$	1.43

Multigig, Inc

On March 30, 2012, the Company acquired privately-held Multigig, Inc. (Multigig) of San Jose, California. The acquisition of Multigig is expected to enhance the Company’s clocking capabilities in stand-alone and embedded applications and strengthen the Company’s high speed signal processing solutions. The acquisition-date fair value of the consideration transferred totaled $26.8 million, which consisted of $24.2 million in initial cash payments at closing and an additional $2.6 million subject to an indemnification holdback that was payable within 15 months of the transaction date. During the third quarter of fiscal 2012, the Company reduced this holdback amount by $0.1 million as a result of indemnification claims. During the third quarter of fiscal 2013, the Company paid the remaining $2.5 million due under the holdback. The Company’s assessment of fair value of the tangible and intangible assets acquired and liabilities assumed was based on their estimated fair values at the date of acquisition, resulting in the recognition of $15.6 million of IPR&D, $1.1 million of developed technology, $7.0 million of goodwill and $3.1 million of net deferred tax assets. The goodwill recognized is attributable to future technologies that have yet to be determined as well as the assembled workforce of Multigig. Future technologies do not meet the criteria for recognition separately from goodwill because they are a part of future development and growth of the business. None of the goodwill is expected to be deductible for tax purposes. During the fourth quarter of fiscal 2012, the Company finalized its purchase accounting for Multigig, which resulted in adjustments of $0.4 million to deferred taxes and goodwill. In addition, the Company will be obligated to pay royalties to the Multigig employees on revenue recognized from the sale of certain Multigig products through the earlier of 5 years or the aggregate maximum payment of $1.0 million. Royalty payments to Multigig employees require post-acquisition services to be rendered and, as such, the Company will record these amounts as compensation expense in the related periods. As of August 2, 2014, no royalty payments have been made. The Company

recognized $0.5 million of acquisition-related costs that were expensed in fiscal 2012, which were included in operating expenses in the Company's condensed consolidated statement of income.

Lyric Semiconductor, Inc.

On June 9, 2011, the Company acquired privately-held Lyric Semiconductor, Inc. (Lyric) of Cambridge, Massachusetts. The acquisition of Lyric gives the Company the potential to achieve significant improvement in power efficiency in mixed signal processing. The acquisition-date fair value of the consideration transferred totaled $27.8 million, which consisted of $14.0 million in initial cash payments at closing and contingent consideration of up to $13.8 million. The contingent consideration arrangement requires additional cash payments to the former equity holders of Lyric upon the achievement of certain technological and product development milestones payable during the period from June 2011 through June 2016. The Company estimated the fair value of the contingent consideration arrangement utilizing the income approach. Changes in the fair value of the contingent consideration subsequent to the acquisition date primarily driven by assumptions pertaining to the achievement of the defined milestones will be recognized in operating income in the period of the estimated fair value change. As of August 2, 2014, the Company had paid $12.0 million