Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March 3, 2017, David A. Zinsner, Senior Vice President,
Finance and Chief Financial Officer of Analog Devices, Inc. (the
Company), notified the Company that he is resigning from
his CFO position effective March 17, 2017 and is leaving the
Company on March 30, 2017. Mr. Zinsners resignation does not
reflect any dispute or disagreement with the Company. Mr. Zinsner
will receive a pro-rated bonus under the Corporations 2017
Executive Performance Incentive Plan for the first half of fiscal
2017 based on the actual bonus, if any, he would have received
absent his departure.

Eileen Wynne, the Companys Vice President and Chief Accounting
Officer, will serve as the Companys interim Chief Financial
Officer, effective March 18, 2017 until a successor to Mr.
Zinsner is named. The Company has commenced a search for a new
chief financial officer.

Ms. Wynne, 50, joined the Company in 1999 and has been Vice
President and Chief Accounting Officer since April 2015. Prior to
that, she served as Vice President, Chief Accounting Officer and
Controller from May 2013 to April 2015 and Corporate Controller
from April 2011 to May 2013. Prior to becoming Corporate
Controller, Ms. Wynne served as our Assistant Corporate
Controller from 2004 to 2011 and as our External Reporting
Manager from 1999 to 2004. Ms. Wynne is a licensed Certified
Public Accountant.

Ms. Wynne is party to our standard Employment Retention Agreement
for executive officers, and our standard Indemnification
Agreement for executive officers, both previously filed. There
are no reportable family relationships or related person
transactions involving the Company and Ms. Wynne.

A copy of the press release relating to these matters is attached
hereto as Exhibit 99.1 to this Current Report, and is
incorporated herein by reference.

Item 7.01 Regulation FD
Disclosure.

On March 6, 2017, the Company announced receipt of the final
regulatory approval from the Ministry of Commerce of China to
complete its proposed acquisition of Linear Technology
Corporation (Linear). The parties expect to close the
transaction on March 10, 2017. The Company also announced updated
financial guidance for the second fiscal quarter of 2017. A copy
of the press release is attached hereto as Exhibit 99.1 to this
Current Report, and is incorporated herein by reference.

Item 8.01 Other Events.

The information contained in Item 7.01 is incorporated herein by
reference.

This Current Report on Form 8-K contains forward-looking
statements, which address a variety of subjects including, for
example, the expected timing to close the Companys acquisition of
Linear. Statements that are not historical facts, including
statements about our beliefs, plans and expectations, are
forward-looking statements. Such statements are based on our
current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ
materially from those described in the forward-looking
statements. The following important factors and uncertainties,
among others, could cause actual results to differ materially
from those described in these forward-looking statements: any
faltering in global economic conditions or the stability of
credit and financial markets, erosion of consumer confidence and
declines in customer spending, unavailability of raw materials,
services, supplies or manufacturing capacity, changes in
geographic, product or customer mix, the ability to satisfy the
conditions to closing of the proposed transaction with Linear, on
the expected timing or at all; the occurrence of any event that
could give rise to the termination of the merger agreement with
Linear; the risk of stockholder litigation relating to the
proposed transaction, including resulting expense or delay;
higher than expected or unexpected costs associated with or
relating to the transaction; the risk that expected benefits,
synergies and growth prospects of the transaction may not be
achieved in a timely manner, or at all; the risk that Linears
business may not be successfully integrated with the Companys
following the closing; the risk that the Company and Linear will
be unable to retain and hire key personnel; and the risk that
disruption from the transaction may adversely affect Linears or
the Companys business and relationships with their customers,
suppliers or employees. For additional information about factors
that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to the
Companys filings with the Securities and Exchange Commission
(SEC), including the risk factors contained in the Companys most
recent Quarterly Report on Form 10-Q and Annual Report on Form
10-K. Forward-looking statements represent management’s current
expectations and are inherently uncertain. Except as required by
law, the Company does not undertake any obligation to update
forward-looking statements made by the Company to reflect
subsequent events or circumstances.

Item 9.01. Financial Statements and Exhibits

Important Additional Information Will Be Filed With The
SEC

In connection with the proposed transaction, Analog Devices and
Linear have filed and will file relevant information with the
SEC, including a registration statement of Analog Devices on Form
S-4 (the registration statement) that includes a prospectus of
Analog Devices and a proxy statement of Linear (the proxy
statement/prospectus). INVESTORS AND SECURITY HOLDERS OF LINEAR
ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
ANALOG DEVICES, LINEAR AND THE PROPOSED TRANSACTION. A definitive
proxy statement/prospectus has been sent to Linears shareholders.
The registration statement, proxy statement/prospectus and other
documents filed by Analog Devices with the SEC may be obtained
free of charge at Analog Devices website at www.analog.com or at
the SECs website at www.sec.gov. These documents may also be
obtained free of charge from Analog Devices by requesting them by
mail at Analog Devices, Inc., One Technology Way, P.O. Box 9106,
Norwood, MA 02062-9106, Attention: Investor Relations, or by
telephone at (781) 461-3282. The documents filed by Linear with
the SEC may be obtained free of charge at Linears website at
www.linear.com or at the SECs website at www.sec.gov. These
documents may also be obtained free of charge from Linear by
requesting them by mail at Linear Technology Corporation, 1630
McCarthy Blvd., Milpitas, CA, 95035-7417, Attention: Investor
Relations, or by telephone at (408) 432-2407.

Non-Solicitation

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.

About Analog Devices, Inc. (NASDAQ:ADI)

Analog Devices, Inc. (Analog Devices) designs, manufactures and markets a portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits (ICs), algorithms, software and subsystems. Its products include Analog Products, Converters, Amplifiers/Radio Frequency, Other Analog, Power Management and Reference, and Digital Signal Processing Products. The Company is a supplier of data converter products. The Company is a supplier of high-performance amplifiers. Its analog product line also includes products of high performance radio frequency (RF) ICs. The Company’s DSPs are used for high-speed numeric calculations. The Company offers its products for applications in various end markets, such as industrial, automotive, consumer and communications. The Company operates in the United States, Rest of North/South America, Europe, Japan and China.

Analog Devices, Inc. (NASDAQ:ADI) Recent Trading Information

Analog Devices, Inc. (NASDAQ:ADI) closed its last trading session 00.00 at 83.18 with 2,357,205 shares trading hands.