<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
- - --------- SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
- - ---------- TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition period from _______________________
to _______________________
Commission File No. 1-7819
ANALOG DEVICES, INC.
CHOICE PAY PLAN
(Full Title of Plan)
ANALOG DEVICES, INC.
(Name of issuer of the securities held pursuant to the plan)
One Technology Way
Norwood, Massachusetts 02062-9106
(Address of principal executive offices)
================================================================================
1
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
Financial Statements
--------------------
- - - Audited Statement of Assets, Liabilities and
Participants' Equity as of December 31, 1993 and 1992.
- - - Audited Statement of Changes in Participants' Equity
for the Year Ended December 31, 1993, 1992 and 1991.
Exhibits
--------
23.1 Consent of Ernst & Young, filed herewith.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
plan) have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
ANALOG DEVICES, INC.
CHOICE PAY PLAN
-------------------------------
(the Plan)
by:/s/ Joseph E. McDonough
--------------------------
Joseph E. McDonough
Vice President-Finance and
Chief Financial Officer and
Member of the Choice Pay
Plan Administration Committee
June 29, 1994
3
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
with
REPORT OF INDEPENDENT AUDITORS
4
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REPORT OF INDEPENDENT AUDITORS
The Administration Committee
Analog Devices, Inc.
Choice Pay Plan
We have audited the accompanying statements of assets, liabilities and
participants' equity of Analog Devices, Inc. Choice Pay Plan as of December 31,
1993 and 1992, and the related statements of changes in participants' equity
for each of the three years in the period ended December 31, 1993. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets, liabilities and participants'
equity of Analog Devices, Inc. Choice Pay Plan at December 31, 1993 and 1992,
and its changes in participant's equity for each of the three years in the
period ended December 31, 1993, in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment as of December 31, 1993,
transactions or series of transactions in excess of 5% of plan assets for the
year ended December 31, 1993, and party-in-interest transactions for the
year ended December 31, 1993 are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required part
of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1993 basic financial statements taken as a whole.
/s/ ERNST & YOUNG
------------------
ERNST & YOUNG
Boston, Massachusetts
April 29, 1994
5
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
<TABLE>
STATEMENTS OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY
December 31, 1993, 1992 and 1991
<CAPTION>
ASSETS 1993 1992
------ ---- ----
<S> <C> <C>
Investments, at fair value (Notes 3 and 5) $13,182,955 $ 9,331,618
Accrued interest and dividends 40 -
Participant loans receivable 760,166 669,112
----------- -----------
$13,943,161 $10,000,730
=========== ===========
LIABILITIES AND PARTICIPANTS' EQUITY
- - ------------------------------------
Forfeitures payable $ 5,975 $ -
Participants' equity (Notes 3, 7 and 8) 13,937,186 10,000,730
----------- -----------
$13,943,161 $10,000,730
=========== ===========
</TABLE>
See accompanying notes.
6
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
<TABLE>
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
Years ended December 31, 1993, 1992 and 1991
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Investment income:
Interest income $ 193,181 $ 285,816 $ 527,641
Change in net unrealized
appreciation (Note 5) 557,346 128,682 77,699
Realized gains (losses)
(Note 5) 214,575 (2,779) (51,015)
Dividend income and capital
gains distributions 515,692 401,339 27,956
---------- ----------- -----------
Net investment income 1,480,794 813,058 582,281
Contributions (Note 3):
Employer 1,088,257 439,984 405,030
Employees 1,783,960 1,520,074 1,295,924
----------- ----------- -----------
Total contributions 2,872,217 1,960,058 1,700,954
Paid and accrued participant
withdrawals (Note 3) (410,580) (731,207) (1,157,896)
Paid and accrued forfeitures (5,975) - -
Administrative expenses (Note 2) - - (81,699)
----------- ----------- -----------
Net increase in
participants' equity 3,936,456 2,041,909 1,043,640
Participants' equity at
beginning of year (Note 1) 10,000,730 7,958,821 6,915,181
----------- ----------- -----------
Participants' equity at
end of year $13,937,186 $10,000,730 $ 7,958,821
=========== =========== ===========
</TABLE>
See accompanying notes.
7
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
1. General plan information
------------------------
The Analog Devices, Inc. Choice Pay Plan (the "Plan")
is a defined contribution plan sponsored and administered by
Analog Devices, Inc. (the "Company"). The Plan is for the
benefit of eligible employees of the Company's Precision
Monolithics Division, which was acquired by the Company on
August 8, 1990 from Bourns, Inc., the former majority
stockholder of Precision Monolithics, Inc.
Through December 31, 1990, the assets of the Plan
(formerly known as the Precision Monolithics, Inc. Choice
Pay Plan) were invested in the Master Trust for Choice Pay
Plans of Bourns, Inc. and subsidiaries in which the Plan
owned an undivided interest in the assets held by the master
trust. The assets of the master trust were held under the
trusteeship of Citibank, N.A. and were managed by an
investment advisory committee appointed by the Board of
Directors of Bourns, Inc. and subsidiaries. This committee
had full discretionary authority to administer the Plan and
the master trust agreement.
Effective January 1, 1991, a transfer of the net assets
of the Precision Monolithics, Inc. Choice Pay Plan was
completed whereby the net assets of the Plan were
transferred from the master trust arrangement administered
by Bourns, Inc. to a newly established trust arrangement
between the Company and Citibank. The transfer of net
assets represented the total of Precision Monolithics, Inc.
Choice Pay Plan participants' account balances as of
December 31, 1990. The three fund investment vehicles in
which these balances were held under the Bourns, Inc.
administered arrangement were also maintained through
December 31, 1991 under the Analog Devices, Inc. Choice Pay
Plan sponsored and administered by the Company.
Effective January 1, 1992, the three investment funds
were replaced with four new investment options (see Note 3
(c)). Concurrent with this investment offering change,
Fidelity Investments replaced Citibank as trustee and
recordkeeper of the Plan (see Note 4).
2. Summary of significant accounting policies and basis of presentation
--------------------------------------------------------------------
Investments
-----------
The investments in the Fidelity Institutional Cash
Portfolio - U.S. Government Portfolio, Fidelity Short-Term
U.S. Government Reserves, Fidelity Equity Income Fund,
Fidelity Magellan Fund and the Analog Devices, Inc. Common
Stock Fund are valued at quoted market prices.
For 1991, investments in the Fixed Rate and Money
Market Funds were valued at the face amount of the
contributions and earned interest. The investments in the
Common Stock Fund were valued at quoted market prices.
8
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
Contributions
-------------
Contributions from employees are recorded when the
Company makes payroll deductions from plan participants.
Employer contributions are accrued at the end of the period
in which they become obligations of the Company based upon
the terms of the Plan.
Investment income
-----------------
For 1993 and 1992, net investment income resulted from
interest income, interest dividends and capital gains
distributions from the money market and mutual funds,
realized gains or losses on sales of investments and the
change in net unrealized appreciation (depreciation) between
the cost and market value of investments at the beginning
and end of the accounting period.
For 1991, net investment income resulted from interest
income, dividends on common stock investments, realized
gains or losses on sales of investments and the change in
net unrealized appreciation (depreciation) between the cost
and market value of investments at the beginning and end of
the accounting period.
All interest, dividends and capital gains distributions
are reinvested in the respective funds and are recorded as
earned on an accrual basis.
Interest, dividends, capital gains distributions and
unrealized appreciation (depreciation) has been allocated to
participants based upon the proportion that each
participant's share in a fund bears to the total in that
fund (see Note 3(g)).
Income tax status
-----------------
The Plan is qualified under Sections 401(a) and 401(k)
of the Internal Revenue Code of 1986, as amended. The trust
holding the assets of the Plan is therefore exempt from
federal income taxes under Section 501(a) of the Internal
Revenue Code of 1986, as amended.
Administrative expenses
-----------------------
For the years ended December 31, 1993 and 1992, the
Company elected to pay the administrative expenses of the
Plan.
For 1991, the administrative expenses of the Plan,
including trustee, recordkeeping and investment management
fees, were charged to participants' account balances.
9
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
3. Contributions and benefits
--------------------------
The Plan is a contributory defined contribution plan
operated through a trust. The trust qualifies under the
Internal Revenue Code as a tax exempt employee plan and
trust. The major provisions of the Plan are as follows:
(a) Eligibility:
Full-time employees of the Precision Monolithics
Division of Analog Devices, Inc. hired prior to January 1,
1993 were eligible to participate in the Plan on the first
day of any month after having completed six months of
service. Part-time employees of the Precision Monolithics
Division hired prior to January 1, 1993 were eligible to
participate in the Plan on the first day of any month after
completing 1,000 hours of service during the employee's
first twelve months of work (or after completing 1,000 hours
of work during any twelve month period ending on the
employee's anniversary date). In order to become a
participant in the Plan, each eligible employee authorized
contributions on a voluntary basis to the trust.
Effective January 1, 1993, the Plan was amended to
provide that employees hired after January 1, 1993
automatically become a member of the Plan on the first day
of the calendar quarter after completing one year of
service. For eligibility purposes, a year of service is a
12-month period during which an employee completes at least
1,000 hours of service.
The total number of participants in the Plan at
December 31, 1993 was as follows:
Fully Vested 526
Partially Vested 43
Nonvested 148
---
717
===
(b) Contributions:
A participant may voluntarily contribute to the Plan up
to 15% of his or her pre-tax total eligible compensation;
however, pre-tax contributions could not exceed $8,994 in
1993, $8,728 in 1992 and $8,475 in 1991. For 1994, this
amount has been defined as $9,240. For 1993, the Internal
Revenue Service defined total eligible compensation as an
amount not to exceed $235,840; for 1992, this amount was
$228,860, and for 1991, this amount was $222,220. For 1994,
this amount has been defined as $150,000. The Company also
matches each participants' pre-tax contribution, if any, by
contributing an amount not to exceed 2% of such
participant's total eligible compensation.
10
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
Effective January 1, 1993, the Company made a basic
contribution to the Plan equal to 2% of each participant's
total eligible compensation. Effective January 1, 1994, the
Company's basic contribution to the Plan will be increased
to 3%.
Company contributions, participants' pre-tax
contributions and the net investment income related to all
contributions are excluded from the participants' income for
federal income tax purposes until such amounts are withdrawn
or distributed.
(c) Investments:
For 1993 and 1992, the trust agreement of the Plan
provided for the maintenance of four separate and distinct
Funds:
- - - Income Fund
For 1993, the Income Fund consisted primarily of
investments in short-term debt obligations issued or
guaranteed by the U.S. government through an institutional
money market fund managed by Fidelity Investments - Fidelity
Short-term U.S. Government Reserves. This money market fund
invests only in debt obligations issued or guaranteed as to
principal and interest by the U.S. Government. During 1993,
a portion of the Income Fund was also invested in a fixed
income contract issued directly by UNUM Life Insurance
Company of America. Under this contract, the insurance
company guaranteed the principal as well as a fixed interest
rate (8.35%) to be credited to deposits made under the
contract. The balance of this contract, $1,805,964, matured
on December 31, 1993 and the proceeds were reinvested in
the Fidelity Short-term U. S. Government Reserves Fund.
For 1992, the Income Fund was also invested in a fixed
income contract issued by Prudential Insurance Company of
America. This contract, which had a yield of 9.17%, matured
on January 1, 1993 for $1,421,820 and the proceeds were
invested in the Fidelity Short-term U.S. Government Reserves
Fund.
- - - Fidelity Equity Income Fund is a growth and income mutual
fund, managed by Fidelity Management and Research Company,
which invests primarily in income producing equity securities.
- - - Fidelity Magellan Fund is a growth-oriented mutual fund,
managed by Fidelity Management and Research Company, which
invests primarily in a wide range of common stocks.
11
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
- - - Analog Devices, Inc. Common Stock Fund
Effective January 1, 1994, four new mutual Funds will
be offered in addition to the four Funds currently offered
as investment options in the Plan. The additional
investment options are as follows: Fidelity Asset Manager:
Income Fund, Fidelity Asset Manager Fund, Fidelity Asset
Manager: Growth Fund and Fidelity Growth Company Fund.
_________________________
The Income Fund, Magellan Fund, Equity Income Fund and
Analog Devices, Inc. Common Stock Fund were first offered to
participants on January 1, 1992, when they replaced the
three investment funds (described below) formerly maintained
by the Plan. This change was made to provide participants
with a more balanced array of funds, each with different
objectives.
On January 1, 1992, investments held in the three
predecessor investment funds were transferred, at the
election of participants, to one of the four new funds
maintained by the Plan. If no election was made, the funds
were invested in the Income Fund.
A description of the investment options formerly
offered by the Plan in 1991 follows:
- - - Fixed Rate Fund
For 1991, the Fixed Rate Fund consisted primarily of
investments in three fixed income insurance contracts issued
directly by Metropolitan Life Insurance Company, The
Prudential Insurance Company of America and UNUM Life
Insurance Company of America. Under these contracts, the
insurance companies guaranteed the principal as well as a
fixed interest rate to be credited to deposits made under
each of the contracts. For 1991, the yields on these three
contracts ranged from 8.35% to 9.17%. One of these
contracts for $1,272,025 matured on December 31, 1991,
leaving two contracts outstanding in the fixed rate fund at
December 31, 1991. These contracts for $1,302,391 and
$1,538,336 (including interest receivable at December 31,
1991), which had maturity dates of January 1, 1993 and
December 31, 1993, respectively, were subsequently
transferred to the Income Fund which was newly offered to
participants as an investment choice effective January 1,
1992 (See "Income Fund" above).
Beginning in January 1991, and continuing through the
end of 1991, a portion of the Fixed Rate Fund was also
invested in the Citibank Liquid Reserve Fund, a short-term,
variable rate money market fund which invested in liquid,
short-term instruments such as U.S. Treasury obligations,
certificates of deposit and bankers acceptances with
maturities of less than one year.
12
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
- - - Money Market Fund
For 1991, the Money Market Fund was invested in the
Citibank Liquid Reserve Fund, a short-term, variable rate
money market fund which is described above.
- - - Common Stock Fund
For 1991, the Common Stock Fund invested principally in
a diversified portfolio of common stocks oriented towards
growth as well as income. The stock portfolio was managed
by Fox Asset Management. All common stock investments in
this fund were fully liquidated prior to December 31, 1991,
and the proceeds temporarily invested in the Citibank Liquid
Reserve Fund (see above) prior to the transfer of assets to
the new investment options effective January 1, 1992.
(d) Vesting:
Employee contributions are immediately 100% vested and
nonforfeitable at the time they are deducted from
participants' compensation. Investment income on employee
contributions is vested as it is earned. Company
contributions made prior to January 1, 1993 and earnings on
these contributions are also immediately 100% vested and
nonforfeitable. Company contributions (both 2% matching and
2% basic) made after December 31, 1992 and investment
earnings thereon become fully vested upon the first to occur
of (i) completion of five years of service with the Company
(including service with the former Precision Monolithics,
Inc.), (ii) after reaching age 65 or (iii) upon death or
permanent disability while employed by the Company.
Employees who had been credited with 3 years of service as
of January 1, 1993 continue to be vested in company matching
contributions made after that date.
(e) Benefits:
Upon normal retirement at age 65, death, permanent
disability or termination of employment, the participant's
vested benefits are paid to the employee or his or her
beneficiary. Participants may defer payment of their
account until he or she reaches age 70 1/2. For 1991,
participants could elect to receive the full balance of
their account in a single lump sum or if the account balance
was greater than $10,000, in installments of a minimum of
$2,000 per year. Commencing January 1, 1992, participants
could elect a lump sum payment or monthly installments over
a ten-year period. However, for any Plan year, if a
participant's account balance is less than $3,500 upon
termination of employment, distribution will be made in the
form of a lump-sum payment within one year following
termination of employment.
13
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
(f) Loans
Through December 31, 1992, participants could borrow a
maximum of 50% of their balance, up to $50,000, for any
reason. Loans had to be repaid within five years.
Commencing January 1, 1993, participants may borrow their
own contributions for any reason, but vested Company
contributions can only be borrowed in the case of an
immediate and heavy financial need as defined in the Plan.
The maximum a participant may borrow is 50% of their vested
balance up to $50,000. Nonvested Company contributions are
not available for loans until they are fully vested.
Participants repay loans plus interest to their accounts
through payroll deductions over a five-year period. The
interest rate on loans, which is announced quarterly, is
tied to the interest rate of Treasury bonds with 3-year
maturities. Once determined, the interest rate is fixed for
the duration of the loan.
(g) Accounting:
A separate account is maintained for each participant.
Account balances are adjusted periodically for employee and
matching employer contributions, withdrawals and a pro rata
share of net investment income. Beginning January 1, 1993,
forfeitures which arise when participants terminate
employment with the Company prior to vesting are used to
offset future Company contributions and/or for the
reimbursement of Plan expenses which are paid by the
Company. If an employee who had terminated returns to the
employment of the Company within five years, any amount
which had been forfeited will be reinstated by the Company.
Since the transfer of Plan assets to the trusteeship of
Fidelity effective January 1, 1992 (see Note 4), all
transactions of the Plan (including contributions,
withdrawals and exchanges) have been accounted for and
reported using units as well as dollars. Net investment
earnings in each Fund are allocated based on the proportion
of units in each participant's account to the total units in
the fund.
(h) Investment allocation:
The vested share of a participant's account balance is
invested in one or more of the Funds depending upon the
allocation instructions of the participant. In the absence
of such allocation instructions, all amounts accruing to the
participant are invested in the Income fund. Nonvested
employer contributions made in 1993 were invested in the
Income Fund. Beginning January 1, 1994, participants may
invest nonvested Company contributions in the investment
options of their choice.
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
The number of participants under each investment fund
at December 31, 1993 was as follows:
Income Fund 608
Fidelity Equity Income Fund 252
Fidelity Magellan Fund 268
Analog Devices, Inc. Common Stock Fund 116
(i) Continuation of the Plan:
While the Company has not expressed any intent to
terminate the Plan or completely suspend contributions, it
is free to do so at any time. In the event of such
termination or complete suspension, each participant would
have a nonforfeitable right to all monies in his or her
account.
In the future, it is possible that the Choice Pay Plan
may be merged into another Company-sponsored retirement
plan. If this occurs, each participant's existing vesting
service and account balances would be transferred into the
other Company-sponsored plan.
4. Trustee, investment manager and Plan recordkeeper
-------------------------------------------------
Effective January 1, 1992, Fidelity Management Trust
Company and Fidelity Institutional Retirement Services
Company were named as trustee and recordkeeper,
respectively, to the Plan. Through December 31, 1991,
Citibank, N.A. served as trustee and recordkeeper to the
Plan and Fox Asset Management, Investment Counsel, served as
investment manager with respect to investments in the Common
Stock Fund.
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
5. Investment of Plan assets
-------------------------
Investments at December 31, 1993 and 1992 were as
follows:
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
Cost Fair Value Cost Fair Value
---- ---------- ---- ----------
<S> <C> <C> <C> <C>
Income Fund:
Fidelity Short-term U.S.
Government Reserves $ 5,694,259 $ 5,694,259 $2,053,258 $ 2,053,258
The Prudential Insurance
Company of America - - 1,421,820 1,421,820
UNUM Life Insurance
Company of America - - 1,666,787 1,666,787
---------- ---------- ---------- ----------
5,694,259 5,694,259 5,141,865 5,141,865
Fidelity Equity Income Fund,
69,904 shares in 1993;
50,737 shares in 1992 2,047,847 2,365,565 1,355,991 1,471,888
Fidelity Magellan Fund,
56,481 shares in 1993;
37,001 shares in 1992 3,907,945 4,001,705 2,460,764 2,331,489
Analog Devices, Inc. Common Stock Fund:
Analog Devices, Inc.
Common Stock, 44,356
shares in 1993; 23,559 in 1992 817,717 1,092,267 240,774 382,834
Fidelity Short-Term
U.S. Government Reserves 29,159 29,159 3,542 3,542
---------- ---------- ---------- ----------
Total 846,876 1,121,426 244,316 386,376
Total All Funds $12,496,927 $13,182,955 $9,202,936 $9,331,618
=========== =========== ========== ==========
Unrealized appreciation
of investments $686,028 $128,682
======== ========
</TABLE>
16
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
The net realized gain (loss) on disposition of investments was computed as follows:
<CAPTION>
Analog
Fidelity Devices, Inc.
Equity Fidelity Common Stock Common Stock
Income Magellan Fund Fund Total
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993
Aggregate proceeds $861,592 $1,555,938 $297,532 - $2,715,062
Aggregate cost-average 774,514 1,510,855 215,118 - 2,500,487
-------- ---------- -------- -------- ----------
Net realized gain $ 87,078 $ 45,083 $ 82,414 $ - $ 214,575
======== ========== ======== ======== ==========
Year ended December 31, 1992
Aggregate proceeds $306,009 $ 905,028 $134,334 $ - $1,345,371
Aggregate cost-average 297,096 921,692 129,362 - 1,348,150
-------- ---------- -------- -------- ----------
Net realized gain (loss) $ 8,913 $ (16,664) $ 4,972 $ - $ (2,779)
======== ========== ======== ======== ==========
Year ended December 31, 1991
Aggregate proceeds $ - $ - $ - $795,811 $ 795,811
Aggregate cost-average - - - 846,826 846,826
-------- ---------- -------- -------- ----------
Net realized (loss) $ - $ - $ - $(51,015) $ (51,015)
======== ========== ======== ======== ==========
</TABLE>
For fiscal years beginning in 1991, ERISA requires that the realized
gain or loss on the sale of investments be calculated using the fair market
value of the securities at the beginning of the year or the purchase price of
the securities if purchased during the year, rather than the historical cost
basis required by generally accepted accounting principles. If the ERISA basis
were used, the total realized gain on the sale of securities would have been
$26,684 for the year ended December 31, 1991 and $307,428 for the year ended
December 31, 1993. For 1992, there was no difference in the calculation of
realized gain or loss under ERISA or generally accepted accounting principles as
any investments sold in 1992 in the Equity Income, Magellan and Analog Devices,
Inc. Common Stock Funds were newly purchased in 1992.
17
<PAGE> 18
ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
6. Other
-----
There were no party-in-interest transactions which are
prohibited by ERISA Section 406 and for which there is no
statutory or administrative exemption.
18
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ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
7. Statements of assets, liabilities and participants' equity by fund
------------------------------------------------------------------
<CAPTION>
Fidelity Fidelity Analog Devices, Inc.
Equity Magellan Common Stock
1993 Income Fund Income Fund Fund Fund Total
---- ----------- ----------- --------- ------------------- -----
<S> <C> <C> <C> <C> <C>
Assets
------
Investments, at fair value $ 5,694,259 $ 2,365,565 $ 4,001,705 $ 1,121,426 $13,182,955
Accrued interest and dividends - - - 40 40
Interfund transfers receivable (payable) - - 3,747 (3,747) -
Participant loans receivable 351,197 145,192 217,407 46,370 760,166
----------- ---------- ----------- ---------- -----------
$ 6,045,456 $ 2,510,757 $ 4,222,859 $ 1,164,089 $13,943,161
=========== ========== =========== ========== ===========
Liabilities and
Participants' Equity
--------------------
Forfeitures payable $ 5,975 $ - $ - $ - $ 5,975
Participants' equity 6,039,481 2,510,757 4,222,859 1,164,089 13,937,186
----------- ---------- ----------- ----------- -----------
$ 6,045,456 $ 2,510,757 $ 4,222,859 $ 1,164,089 $13,943,161
=========== ========== =========== ========== ===========
</TABLE>
19
<PAGE> 20
ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
7. Statements of assets, liabilities and participants' equity by fund
-------------------------------------------------------------------
<CAPTION>
Fidelity Fidelity Analog Devices, Inc.
Equity Magellan Common Stock
1992 Income Fund Income Fund Fund Fund Total
---- ----------- ----------- --------- ------------------- -----
<S> <C> <C> <C> <C> <C>
Assets
------
Investments, at fair value $5,141,865 $1,471,888 $2,331,489 $ 386,376 $ 9,331,618
Participant loans receivable 376,041 117,095 157,910 18,066 669,112
----------- ---------- ----------- ----------- -----------
$5,517,906 $1,588,983 $2,489,399 $ 404,442 $10,000,730
=========== ========== =========== =========== ===========
Liabilities and
Participants' Equity
--------------------
Participants' equity $5,517,906 $1,588,983 $2,489,399 $ 404,442 $10,000,730
----------- ---------- ----------- ----------- -----------
$5,517,906 $1,588,983 $2,489,399 $ 404,442 $10,000,730
=========== ========== =========== =========== ===========
</TABLE>
20
<PAGE> 21
ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
8. Statement of changes in participants' equity for all funds
----------------------------------------------------------
<CAPTION>
Fidelity Fidelity Analog Devices, Inc.
Equity Magellan Common Stock
1993 Income Fund Income Fund Fund Fund Total
---- ----------- ----------- --------- ------------------- -----
<S> <C> <C> <C> <C> <C>
Participants' equity at January 1, 1993 $5,517,906 $1,588,983 $2,489,399 $ 404,442 $10,000,730
Investment income:
Interest income 166,081 10,857 14,062 2,181 193,181
Change in net unrealized
appreciation/(depreciation) - 201,821 223,035 132,490 557,346
Realized gains - 87,078 45,083 82,414 214,575
Dividend income and
capital gains distributions 107,682 81,802 325,384 824 515,692
---------- ---------- ---------- ---------- -----------
Net investment income 273,763 381,558 607,564 217,909 1,480,794
Contributions:
Employer 720,925 136,525 201,781 29,026 1,088,257
Employees 807,911 343,961 551,252 80,836 1,783,960
---------- ---------- ---------- ---------- -----------
Total contributions 1,528,836 480,486 753,033 109,862 2,872,217
Paid and accrued participant withdrawals (302,954) (46,744) (53,940) (6,942) (410,580)
Paid and accrued forfeitures (5,975) - - - (5,975)
Interfund transfers (972,095) 106,474 426,803 438,818 -
---------- ---------- ---------- ---------- -----------
Net increase in
participants' equity 521,575 921,774 1,733,460 759,647 3,936,456
---------- ---------- ---------- ---------- -----------
Participants' equity at
December 31, 1993 $6,039,481 $2,510,757 $4,222,859 $1,164,089 $13,937,186
========== ========== ========== ========== ===========
</TABLE>
21
<PAGE> 22
ANALOG DEVICES, INC.
CHOICE PAY PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
8. Statement of changes in participants' equity for all funds
----------------------------------------------------------
<CAPTION>
Fidelity Fidelity Analog Devices, Inc.
Equity Magellan Common Stock
1992 Income Fund Income Fund Fund Fund Total
---- ----------- ----------- --------- ------------------- -----
<S> <C> <C> <C> <C> <C>
Participants' equity at January 1, 1992 $4,858,623 $1,085,006 $1,856,564 $158,628 $ 7,958,821
Investment income:
Interest income 268,471 7,322 8,593 1,430 285,816
Change in net unrealized
appreciation/(depreciation) - 115,897 (129,275) 142,060 128,682
Realized gains (losses) - 8,913 (16,664) 4,972 (2,779)
Dividend income and
capital gains distributions 61,126 48,951 291,262 - 401,339
---------- ---------- ---------- -------- -----------
Net investment income 329,597 181,083 153,916 148,462 813,058
Contributions:
Employer 212,097 82,512 130,585 14,790 439,984
Employees 693,068 276,517 496,506 53,983 1,520,074
---------- ---------- ---------- -------- -----------
Total contributions 905,165 359,029 627,091 68,773 1,960,058
Paid and accrued participant withdrawals (596,909) (25,407) (106,768) (2,123) (731,207)
Interfund transfers 21,430 (10,728) (41,404) 30,702 -
---------- ---------- ---------- -------- -----------
Net increase in
participants' equity 659,283 503,977 632,835 245,814 2,041,909
---------- ---------- ---------- -------- -----------
Participants' equity at
December 31, 1992 $5,517,906 $1,588,983 $2,489,399 $404,442 $10,000,730
========== ========== ========== ======== ===========
</TABLE>
22
<PAGE> 23
ANALOG DEVICES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1993, 1992 and 1991
<TABLE>
8. Statement of changes in participants' equity for all funds (Continued)
----------------------------------------------------------
<CAPTION>
Fixed Money Common Fidelity Fidelity Analog Devices, Inc.
Rate Market Stock Income Equity Magellan Common Stock
Fund Fund Fund Fund Income Fund Income Fund Fund Total
----- ------ ------ ------ ----------- ----------- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Participants' equity at
January 1, 1991 $ 5,118,590 $ 985,015 $ 811,576 $ - $ - $ - $ - $ 6,915,181
Investment income:
Interest income 439,138 65,040 23,463 - - - - 527,641
Change in net unrealized
appreciation/depreciation - - 77,699 - - - - 77,699
Realized losses - - (51,015) - - - - (51,015)
Dividend income - - 27,956 - - - - 27,956
----------- ----------- --------- ---------- ---------- ---------- ---------- -----------
Net investment income 439,138 65,040 78,103 - - - - 582,281
Contributions:
Employer 265,037 73,332 66,661 - - - - 405,030
Employees 877,247 218,862 199,815 - - - - 1,295,924
----------- ----------- --------- ---------- ---------- ---------- ---------- -----------
Total contributions 1,142,284 292,194 266,476 - - - - 1,700,954
Paid and accrued participant
withdrawals (768,396) (219,002) (170,498) - - - - (1,157,896)
Administrative expenses (46,432) (12,079) (23,188) - - - - (81,699)
Interfund transfers (5,885,184) (1,111,168) (962,469) 4,858,623 1,085,006 1,856,564 158,628 -
----------- ----------- --------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease)
in participants'
equity (5,118,590) (985,015) (811,576) 4,858,623 1,085,006 1,856,564 158,628 1,043,640
----------- ----------- --------- ---------- ---------- ---------- ---------- -----------
Participants' equity at
December 31, 1991 $ - $ - $ - $4,858,623 $1,085,006 $1,856,564 $ 158,628 $ 7,958,821
=========== =========== ========= ========== ========== ========== ========== ===========
</TABLE>
23
<PAGE> 24
ANALOG DEVICES, INC.
CHOICE PAY PLAN
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993
24
<PAGE> 25
ANALOG DEVICES, INC.
CHOICE PAY PLAN
SUPPLEMENTAL SCHEDULE
ASSETS HELD FOR INVESTMENT
December 31, 1993
<TABLE>
The cost and market value of assets held for investment at
December 31, 1993 were as follows:
<CAPTION>
Market
Shares Cost Value
------ ---- ------
<S> <C> <C> <C>
Description of Investment:
Fidelity Short-term
U.S. Government Reserves 5,723,418 $ 5,723,418 $ 5,723,418
Fidelity Equity Income Fund 69,904 2,047,847 2,365,565
Fidelity Magellan Fund 56,481 3,907,945 4,001,705
Analog Devices, Inc.
Common Stock (1) 44,356 817,717 1,092,267
----------- -----------
$12,496,927 $13,182,955
Other:
Participant Loans Receivable (2) 760,166 760,166
----------- -----------
Total $13,257,093 $13,943,121
=========== ===========
<FN>
(1) Indicates party-in-interest to the Plan.
(2) The loan account at December 31, 1993 bears interest at
rates ranging from 6 1/4% to 12 1/2% with terms ranging from
1 to 5 years.
</TABLE>
25
<PAGE> 26
ANALOG DEVICES, INC.
CHOICE PAY PLAN
SUPPLEMENTAL SCHEDULE
<TABLE>
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS
OF 5% OF PLAN ASSETS
Year Ended December 31, 1993
<CAPTION>
Purchases Maturities Sales
--------- ---------- ------------------------------------
Selling Net Gain
Description of Assets Cost Maturity Amt. Price Cost (Loss)
- - --------------------- ---- ------------- ------- ---- --------
<S> <C> <C> <C> <C> <C>
Category (i) - Transactions in excess
of 5% of the current value of plan assets.
The Prudential Insurance Company of America -
Fixed Income Contract 1,423,188
UNUM Life Insurance Company of America - 1,805,964
Fixed Income Contract
Category (iii) - Series of transactions in excess
of 5% of the current value of plan assets.
Fidelity Short-Term U.S. Government
Reserves $6,924,328 $3,257,710 $3,257,710 $ -
Fidelity Equity Income Fund 1,466,370 861,592 774,514 87,078
Fidelity Magellan Fund 2,958,036 1,555,938 1,510,855 45,083
Analog Devices, Inc.
Common Stock 792,061 297,532 215,118 82,414
</TABLE>
26
<PAGE> 27
ANALOG DEVICES, INC.
CHOICE PAY PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF PARTY-IN-INTEREST TRANSACTIONS
Year Ended December 31, 1993
There were no party-in-interest transactions which were
prohibited by ERISA Section 406 and for which there is no
statutory or administrative exemption.
27
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-43128) pertaining to the Analog Devices, Inc. Choice
Pay Plan and the related prospectus of our report dated April 29, 1994, with
respect to the financial statements of the Analog Devices, Inc. Choice Pay Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1993.
ERNST & YOUNG
Boston, Massachusetts
June 29, 1994
