Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Regulation FD Disclosure

Item7.01.

In connection with the offering described below, Analog Devices,
Inc. (Analog Devices) is updating its prior outlook for non-GAAP
interest and other expense for the first fiscal quarter of 2017.
Analog Devices now expects non-GAAP interest and other expense to
be approximately $30 to $35 million per fiscal quarter until the
closing of the proposed acquisition of Linear Technology
Corporation (Linear).For the first quarter of fiscal 2017, this
excludes adjustments in the amount of $8.5 million relating to
the expected acceleration of the 364-day bridge fee amortization
upon its termination.

With respect to the forward-looking information presented on a
non-GAAP basis, Analog Devices is unable to provide a
quantitative reconciliation to GAAP because the items that would
be included or excluded, other than those described above, are
difficult to predict and estimate and are primarily dependent on
future events, including costs relating to the consummation and
planned integration of Analog Devices pending acquisition of
Linear, which is expected to close by the end of Analog Devices
second fiscal 2017 quarter.

The information in this Item7.01 shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section; nor shall
this Item7.01 or any of the information contained herein be
deemed incorporated by reference in any filing under the
Securities Exchange Act of 1934 or the Securities Act of 1933,
except as shall be expressly set forth by specific reference in
such filing.

On November30, 2016, Analog Devices entered into an Underwriting
Agreement among Analog Devices and J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated, Credit Suisse
Securities (USA) LLC and MUFG Securities Americas Inc., as
representatives of the several underwriters named therein (the
Underwriting Agreement), to which Analog Devices intends to issue
$400 million aggregate principal amount of 2.500% senior
unsecured notes due December5, 2021 (the 2021 Notes), $550
million aggregate principal amount of 3.125% senior unsecured
notes due December5, 2023 (the 2023 Notes), $900 million
aggregate principal amount of 3.500% senior unsecured notes due
December5, 2026 (the 2026 Notes) and $250 million aggregate
principal amount of 4.500% senior unsecured notes due December5,
2036 (the 2036 Notes and, together with the 2021 Notes, the 2023
Notes and the 2026 Notes, the Notes) in a public offering to a
registration statement on Form S-3 (File No.333-207043) (the
Registration Statement) and a related prospectus and prospectus
supplement, each as filed with the Securities and Exchange
Commission (the SEC). The Notes are to be issued under an
indenture between Analog Devices and The Bank of New York Mellon
Trust Company, N.A., as trustee (the Indenture), as supplemented
by a supplemental indenture to be entered into with the trustee.
The offering is expected to close on December5, 2016, subject to
customary closing conditions.

Analog Devices expects that the net proceeds from the sale of the
Notes will be approximately $2.075 billion after deducting
underwriting discounts and estimated offering expenses. Absent a
special mandatory redemption, Analog Devices intends to use the
net proceeds to finance a portion of the cash consideration due
in connection with its pending acquisition of Linear. In the
event of a special mandatory redemption, Analog Devices intends
to use the net proceeds from the 2026 Notes for general corporate
purposes, which may include capital expenditures, repurchases of
its common stock under its stock repurchase program, repayment or
refinancing of existing indebtedness, dividend payments and
acquisitions.

The above description is qualified in its entirety by reference
to the Underwriting Agreement, which is filed as Exhibit 1.1
hereto and incorporated herein by reference.

The full text of the press release issued in connection with the
announcement of the pricing of the offering is attached as
Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.

This Current Report on Form 8-K contains forward-looking
statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking
statements are set forth in Analog Devices Annual Report on Form
10-K for the year ended October29, 2016, under the section Risk
Factors, which is on file with the SEC. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
industries in which we operate and the beliefs and assumptions of
our management. Words such as expects, anticipates, targets,
goals, projects, intends, plans, believes, seeks, estimates,
continues, may, could and will, and variations of such words and
similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections
regarding our future financial performance, including interest
and other expense; completion of the offering on the terms
described, if at all; our anticipated growth and trends in our
businesses; the proposed acquisition of Linear and financing for
the proposed transaction; the ability to satisfy the conditions
to closing of the proposed transaction, on the expected timing or
at all; the ability to obtain required regulatory approvals for
the proposed transaction, on the expected timing or at all,
including the potential for regulatory authorities to require
divestitures in connection with the proposed transaction; the
occurrence of any event that could give rise to the termination
of the merger agreement; 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 ours
following the closing; the risk that we and Linear will be unable
to retain and hire key personnel; and the risk that disruption
from the transaction may adversely affect Linears or our business
and relationships with their customers, suppliers or employees;
our future liquidity, capital needs and capital expenditures; our
future market position and expected competitive changes in the
marketplace for our products; our ability to pay dividends or
repurchase stock; our ability to service our outstanding debt;
our expected tax rate; the effect of new accounting
pronouncements; our ability to successfully integrate acquired
businesses and technologies; and other characterizations of
future events or circumstances are forward-looking statements.
Readers are cautioned that these forward-looking statements are
only predictions and are subject to risks, uncertainties, and
assumptions that are difficult to predict, including those
identified in the section entitled Risk Factors and elsewhere in
our Annual Report on Form 10-K. Therefore, actual results may
differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise
or update any forward-looking statements, including to reflect
events or circumstances occurring after the date of the filing of
this Current Report on Form 8-K, except to the extent required by
law.

See Exhibit Index attached hereto.

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 Section10 of the Securities Act of 1933, as
amended.

About Analog Devices, Inc. (NASDAQ:ADI)

Analog Devices, Inc. is engaged in designing, manufacturing and marketing analog, mixed-signal and digital signal processing (DSP) technology, including integrated circuits (ICs), algorithms, software and subsystems. The Company’s operating segments include United States, Rest of North/South America, Europe, Japan, China and Rest of Asia. The Company’s signal processing products help in converting, conditioning and processing real-world phenomena, such as temperature, pressure, sound, light, speed and motion into electrical signals. It offers data converters, amplifiers and linear products, radio frequency (RF) ICs, power management products, sensors based on micro-electro mechanical systems (MEMS) technology and other sensors, and processing products. Its products are embedded inside various types of electronic equipment, including industrial process control systems, medical imaging equipment, optical systems, automobiles and portable electronic devices.

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

Analog Devices, Inc. (NASDAQ:ADI) closed its last trading session up +0.13 at 74.24 with 3,803,292 shares trading hands.