Analog Gadgets experiences report gross sales and earnings for the third quarter of fiscal 2021

WILMINGTON, Massachusetts – (BUSINESS WIRE) – Analog Devices, Inc. (Nasdaq: ADI), a leading global high-performance semiconductor company, today announced financial results for the third quarter of fiscal year 2021, which ended July 31, 2021.

“ADI achieved record sales and profits for the second quarter in a row, with gross and operating margins steadily increasing. All markets grew sequentially, with our Industrial and Automotive segments again setting records, ”said Vincent Roche, President and CEO. "Robust bookings in all end markets, combined with lean inventory levels and ongoing capacity expansion, will enable us to close this year on a high level and continue to grow until the 2022 financial year."

Roche continues: “The economic recovery continues to take shape, with demand still far exceeding supply, which underscores the importance of semiconductors in all industries. We continue to work solidly and I've never been as confident as the future of the ADI franchise as our solutions become more and more important in the modern digital age. Our innovation ethos, intensive customer loyalty and focus on cheap long-term growth drivers enable us to generate strong returns in the years to come. "

Performance for the third quarter of fiscal 2021
Summary of the results (1)
(in millions, excluding amounts and percentages per share)

	Three months ended
	July 31, 2021			August 1, 2020			Change
revenue	$	1,759		$	1,456		21		%
Gross margin	$	1,221		973			25th		%
Gross Margin Percentage	69.4		%	66.8		%	260 bps
Operating profit	$	610		$	419		46		%
Operating margin	34.7		%	28.8		%	590 bps
Diluted earnings per share	$	1.35		$	0.97		39		%

Adjusted results
Adjusted gross margin	$	1,259		$	1,018		24		%
Adjusted Gross Margin Percentage	71.6		%	69.9		%	170 bps
Adjusted operating profit	$	766		$	616		24		%
Adjusted operating margin	43.6		%	42.3		%	130 bps
Adjusted diluted earnings per share	$	1.72		$	1.36		26th		%

				Three months Completed			Back twelve months
Cash generation				July 31, 2021			July 31, 2021
Cash generated from operations				$	630		$	2,467
% of sales				36		%	38		%
Investments				$	(86	)	$	(243	)
Free cash flow				$	544		$	2.224
% of sales				31		%	34		%

				Three months Completed			Back twelve months
Cash return				July 31, 2021			July 31, 2021
Dividend paid				$	(255	)	$	(968	)
Share buybacks				(163		)	(516		)
Total amount of cash returned				$	(418	)	$	(1.484	)

(1) The sum and / or the calculation of the individual amounts can be unequal to the total amount due to rounding.

Outlook for the fourth quarter of the 2021 financial year

For the fourth quarter of fiscal 2021, we forecast revenue of $ 1.78 billion, +/- $ 70 million. In the middle of this revenue forecast, we expect a reported operating margin of approx. 34.2%, +/- 140 bps, and an adjusted operating margin of approx. 43.7%, +/- 100 bps. We plan for reported earnings per share to be $ 1.33 +/- $ 0.11 and adjusted earnings per share to be $ 1.72, +/- $ 0.11.

Our outlook for the fourth quarter of 2021 is based on current expectations and actual results could differ materially due to, among other things, important factors discussed at the end of this press release. These statements supersede any previous statements regarding our business prospects contained in previous ADI press releases, and ADI disclaims any obligation to update these forward-looking statements.

The adjusted results and adjusted expected results above are financial measures presented on a non-GAAP basis. Reconciliations of these non-GAAP financial measures with their most directly comparable GAAP financial measures are contained in the financial tables of this press release. Please also refer to the “Non-GAAP Financial Information” section for more information.

Dividend payment

ADI's board of directors has approved a quarterly cash dividend of $ 0.69 per outstanding common share. The dividend will be paid to all registered shareholders on September 8, 2021 with the close of business on August 27, 2021.

Conference call scheduled for today, Wednesday, August 18, 2021 at 10:00 a.m. ET

ADI will host a conference call starting at 10:00 a.m. ET today to discuss our fiscal year 2021 third quarter results and near-term outlook. Investors can register via webcast at investor.analog.com or by calling 833-423-0297 ten minutes prior to the start of the call. International participants can use the passcode 8334230297.

A replay will be available two hours after the call ends. The recording can be accessed for up to two weeks by calling 855-859-2056 (recording only) using the conference ID: 1767395 or at investor.analog.com.

Non-GAAP Financial Information

This press release contains non-GAAP financial measures that do not conform to or constitute an alternative to generally accepted accounting principles (GAAP) and that may differ from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These non-GAAP measures have material limitations in that they do not reflect all of the amounts associated with the company's GAAP operating results and should not be viewed in isolation from or as a substitute for the company's financial results presented under GAAP. The Company's use of non-GAAP measures and the underlying methodology in including or excluding certain items are not necessarily indicative of expected future operating results, or that the Company will in fact not record such items in future periods. You are cautioned not to rely on these non-GAAP measures. Reconciliations of these non-GAAP measures with the most directly comparable financial measures calculated and presented in accordance with GAAP are contained in the financial tables in this press release.

Management uses non-GAAP measures internally to evaluate the company's operational performance from continuing operations against past periods and to budget and allocate resources in future periods. These non-GAAP metrics also help management consistently evaluate the company's core business and trends across different reporting periods. Management also uses these non-GAAP measures as the primary measure of performance when communicating with analysts and investors about the company's earnings results and outlook, and believes that presenting these non-GAAP measures is useful for investors because it helps Provide investors with the results of operations that management uses to run the company and enable investors and analysts to evaluate the core business of the company. Management also believes that the non-GAAP liquidity metric, free cash flow, is useful both internally and to investors as it provides information on the amount of post-investment cash generated, which is then used to repay debt, invest, and finance acquisitions and for certain other activities.

The non-GAAP financial measures reported by ADI in this press release include: Adjusted Gross Margin, Adjusted Gross Margin Percentage, Adjusted Operating Expenses, Adjusted Operating Expense Percentage, Adjusted Operating Income, Adjusted Operating Income, Adjusted Earnings Before Income Tax, Adjusted Income Provision Tax, Adjusted Tax Rate, Adjusted Diluted Earnings (Adjusted Diluted Earnings) EPS), free cash flow, and percentage of the free cash flow margin.

Adjusted Gross Margin is defined as the gross margin determined in accordance with GAAP, excluding certain acquisition-related charges1, which are described below. Adjusted Gross Margin percentage equals Adjusted Gross Margin divided by sales.

Adjusted operating expenses are defined as operating expenses determined in accordance with GAAP, excluding: certain acquisition-related expenses1; Acquisition-related transaction costs2; Restructuring expenses, net3; and charitable foundation contribution4, which are described below. The percentage of adjusted operating costs is the adjusted operating costs divided by sales.

Adjusted profit from operations is defined as profit from operations as determined by GAAP, excluding: acquisition-related expenses1; Acquisition-related transaction costs2; Restructuring expenses, net3; and charitable foundation contribution4, which are described below. The adjusted operating margin is the adjusted operating profit divided by sales.

Adjusted earnings before income taxes are defined as earnings before income taxes determined under GAAP, excluding: acquisition-related expenses1; Acquisition-related transaction costs2; Restructuring expenses, net3; and charitable foundation contribution4, which are described below.

The adjusted provision for income taxes is defined as the provision for income taxes determined under GAAP, excluding tax-related items5, which are described below. The adjusted tax rate corresponds to the adjusted provision for income taxes divided by the adjusted earnings before income taxes.

Adjusted diluted EPS is defined as diluted EPS as determined by GAAP, excluding: acquisition-related charges1; Acquisition-related transaction costs2; Restructuring expenses, net3; charitable foundation contribution4; and tax-related items5, which are described below.

Free cash flow is defined as the net cash inflow from operating activities, determined according to GAAP, less additions to property, plant and equipment, net. The percentage of the free cash flow margin is equal to the free cash flow divided by sales.

1 Acquisition-related expenses: expenses incurred as a result of acquisitions in the current and previous periods and mainly expenses in connection with the adjustment of the fair value of inventories, property, plant and equipment and amortization of acquisition-related intangible assets that include acquired intangible assets such as acquired technology and customers include relationships. The expense also includes severance payments, accelerations in stock awards, and fair value adjustments related to the replacement of stock-based awards related to the acquisition of Linear Technology Corporation (Linear). We have excluded these costs from our non-GAAP measures because they relate to specific transactions and do not reflect our ongoing financial performance.

2Acquisition-Related Transaction Costs: Costs directly related to the proposed acquisition of Maxim Integrated Products, Inc., including legal, accounting, and other consulting fees and integration-related costs. We have excluded these costs from our non-GAAP measures because they relate to a specific transaction and do not reflect our ongoing financial performance.

3Restructuring-Related Expenses, Net: Expenses, net, related to plant closings, consolidation of manufacturing facilities, severance payments, other accelerated stock-based compensation expenses, and other cost reduction or reorganization initiatives. We have excluded these expenses from our non-GAAP measures because, other than ongoing cost savings from such items, these expenses are not directly related to the future operation of our business.

4 Charitable Foundation Donations: Expenses incurred in connection with a one-time contribution of registered shares to the Analog Devices Foundation. We have excluded this expense from our non-GAAP metrics because it is not directly related to the future operation of our business.

5 Tax-related items: Income tax effect of non-GAAP items discussed above and income taxes from certain discrete tax items related to the resolution of the IRS pre-acquisition review of Linear's federal income tax returns for fiscal 2015 through fiscal 2017, other discrete income tax breaks upon filing our state Income tax return for fiscal year 2019 and income tax from tax credits from previous periods. We have excluded these tax-related items from our non-GAAP measures because they are not related to the tax expense on our current operating results.

Via analog devices

Analog Devices (Nasdaq: ADI) is a leading global semiconductor company dedicated to solving the toughest technical challenges. We enable our customers to interpret the world around us by intelligently combining the physical and digital with unmatched technologies that capture, measure, supply, connect and interpret. Visit http://www.analog.com.

Forward-Looking Statements

This press release contains forward-looking statements that address a variety of topics, including but not limited to our statements regarding our proposed acquisition of Maxim Integrated Products, Inc. (“Maxim”); the impact of the COVID-19 pandemic on our business, financial condition and results of operations; expected sales, operating margin, tax rate, earnings per share and other financial results; expected market trends, market share gains, operational leverage, production and inventory levels; expected customer demand and order rates for our products and expected product offers; Product development; and marketing position. 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 that could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among other things, could cause actual results to differ materially from those described in these forward-looking statements: the uncertainty regarding the duration, scope and effects of the COVID-19 pandemic; political and economic uncertainty, including any weakness in global economic conditions or the stability of credit and financial markets; Erosion of consumer confidence and decline in customer spending; Unavailability of raw materials, services, supplies or production capacities; Changes in geographic, product or customer mix; Changes in export classifications, import and export regulations or duties and tariffs; Changes in our or Maxim's estimates of our respective expected tax rates based on current tax law; our ability to successfully integrate Maxim’s businesses and technology; the risk that the expected benefits and synergies of the planned transaction and the growth prospects of the combined company will not be achieved in full or in a timely manner; adverse litigation results, including the possibility of litigation relating to the proposed Transaction; the risk that we or Maxim will not be able to retain and hire key personnel; the risk associated with the completion of the proposed transaction, including the risk that the terms of the transaction will not be met in a timely manner or at all, or that the transaction will not be completed for any other reason or on the expected conditions, including the expected tax treatment; the risk that any regulatory approval, consent, or approval that may be required for the proposed transaction will not be obtained or will be obtained under conditions that are not anticipated; unforeseen difficulties or expenses related to the transaction, the reaction of business partners and reluctance due to the announcement and pendency of the transaction; Uncertainty about the long-term value of our common stock; the diversion of administrative time in transaction-related matters; our ability to successfully integrate acquired businesses and technologies; and the risk that the expected benefits, synergies and growth prospects from acquisitions are not achieved in full or in a timely manner. Please refer to our filings with the Securities and Exchange Commission (“SEC”) for more information about factors that could cause actual results to differ materially from those described in the forward-looking statements, including risk factors in our most recent quarterly report on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements reflect management's current expectations and are inherently uncertain. Unless required by law, we do not assume any obligation to update any forward-looking statements made by us to reflect later events or circumstances.

Analog Devices and the Analog Devices logo are registered trademarks or trademarks of Analog Devices, Inc. All other trademarks mentioned in this document are the property of their respective owners.

ANALOG EQUIPMENT, INC.
CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT
(unchecked)
(in thousands, excluding amounts per share)

	Three months ended						Nine months over
	July 31, 2021			August 1, 2020			July 31, 2021			August 1, 2020
revenue	$	1,758,853		$	1,456,136		$	4,978,718		$	4,076,761
Cost of sales	537,669			483,558			1,575,526			1,409,367
Gross margin	1,221,184			972.578			3,403,192			2,667,394
Operating expenses:
Research and Development	306.617			260.794			897.005			770.280
Sales, marketing, general and administration	206.076			153,753			597.963			494,808
Amortization of intangible assets	107,783			107.077			323.217			321,448
Special fees, net	(8,938		)	31,830			(8.189		)	44,286
Business expense	611,538			553.454			1,809,996			1,630,822
Operating profit	609,646			419.124			1,593,196			1,036,572
External expenses (income):
Interest expenses	44,659			45,914			130.204			$	144.712
Interest income	(300		)	(504		)	(799		)	$	(3.778	)
Other, net	(6.991		)	685			(21.090		)	$	1,331
	37,368			46,095			108,315			142,265
Earnings before income taxes	572.278			373.029			1,484,881			894.307
Provision for income taxes	68,967			10,364			170.146			60,072
Net result	$	503.311		$	362,665		$	1,314,735		$	834.235

Shares used to calculate earnings per common share – basic	368.476			368.791			368.834			368,417
Shares used to calculate earnings per common share – diluted	371.849			372.003			372.457			371.857

Basic earnings per ordinary share	$	1.37		$	0.98		$	3.56		$	2.26
Diluted earnings per common share	$	1.35		$	0.97		$	3.53		$	2.24

ANALOG EQUIPMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unchecked)
(In thousands)

	July 31, 2021		Oct 31, 2020
Cash and cash equivalents	$	1.480.701	$	1,055,860
requirements	823.163		737.536
Stocks	657.520		608.260
Other current assets	129,071		116.032
Total current assets	3,090,455		2,517,688
Net property, plant and equipment	1,173,674		1,120,561
Other investments	105,562		86,729
goodwill	12,278,898		12,278,425
Intangible assets, net	3,248,802		3,650,280
Deferred tax assets	1,425,293		1,503,064
Other assets	318.506		311,856
Total assets	$	21,641,190	$	21,468,603

Other current liabilities	$	1,468,665	$	1,364,986
Debt, currently	1,324,677		–
Long-term liabilities	3,824,819		5.145.102
Deferred income taxes	1,776,308		1,919,595
Other not current encumbrances	982.758		1,040,975
equity capital	12,263,963		11,997,945
Total liabilities & equity	$	21,641,190	$	21,468,603

ANALOG EQUIPMENT, INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
(unchecked)
(In thousands)

	Three months ended						Nine months over
	July 31, 2021			August 1, 2020			July 31, 2021			August 1, 2020
The cash flow from operating activities:
Net result	$	503.311		$	362,665		$	1,314,735		$	834.235
Adjustments to reconcile net income with net cash from operating activities:
Depreciation	50.162			57,598			158.937			176,722
Amortization of intangible assets	145.989			143,865			436.734			431.985
Share-based compensation expense	41,687			39,560			118,683			112,961
Profit from the sale of property, plant and equipment	(13,557		)	–			(13,557		)	–
Deferred income taxes	(24.286		)	(7.412		)	(72.578		)	(42.802		)
Contribution in kind to charitable foundation	–			–			–			40,000
miscellaneous	(2.843		)	1,874			(14.965		)	5.675
Changes in operating assets and liabilities	(70.422		)	(40.950		)	(133.644		)	(222.887		)
Overall adjustments	126,730			194,535			479.610			501.654
Cash generated from operations	630.041			557.200			1,794,345			1,335,889
Percent of sales	36		%	38		%	36		%	33		%
Cash flows from investing activities:
Income from other investments	3,649			–			22,215			–
Additions to property, plant and equipment	(86.341		)	(20.804		)	(212.899		)	(135.804		)
Proceeds from the sale of property, plant and equipment	35,714			–			35,714			–
Payments for acquisitions, less cash acquired	–			(12.763		)	(24.950		)	(12.763		)
Changes in other assets	(534		)	70			(3.360		)	(1.214		)
Cash outflow from investing activities	(47.512		)	(33.497		)	(183.280		)	(149.781		)

Cash flows from financing activities:
Proceeds from debt	–			–			–			395.646
Payments on revolvers	–			–			–			(350,000		)
Revolver proceeds	–			–			–			350,000
Debt settlement	–			–			–			(300,000		)
Dividend payments to shareholders	(254.506		)	(228.798		)	(738.114		)	(656.558		)
Buyback of common shares	(163.281		)	(17,651		)	(509.152		)	(237.265		)
Income from employee share plans	11,676			26,853			55,348			57,750
Changes in other financing activities	(447		)	436			1.952			(4.015		)
Cash outflow for financing activities	(406.558		)	(219.160		)	(1,189,966		)	(744.442.)		)
Effect of Changes in Exchange Rates on Cash	(486		)	784			3,742			276

Net increase in cash and cash equivalents	175,485			305,327			424.841			441,942
Cash and cash equivalents at the beginning of the period	1,305,216			784.937			1,055,860			648,322
Cash and cash equivalents at the end of the period	$	1.480.701		$	1,090,264		$	1.480.701		$	1,090,264

ANALOG EQUIPMENT, INC.

SALES DEVELOPMENT BY FINAL MARKET

(unchecked)

(In thousands)

The categorization of sales by end market is determined using a variety of data points, including the technical characteristics of the product, the customer information “sold to”, the customer information “delivery to” and the end customer product or application into which our product is incorporated. As data systems for collecting and tracking this data and our methodology evolve and improve, the categorization of products by end market may vary over time. In this case we are restructuring sales by end markets for earlier periods. Such reclassifications usually do not materially change the dimensioning or the underlying earnings trends within the individual end markets.

	Three months ended
	July 31, 2021				August 1, 2020
	revenue		% of sales 1	Y / Y%	revenue		% of sales 1
Industry	$	1,001,867	57%	29%	$	778.361	53%
communication	288,743		16%	(21)%	363,304		25%
Automobile2	290.077		16%	80%	161,489		11%
consumer	178.166		10%	16%	152.982		11%
Total sales	$	1,758,853	100%	21%	$	1,456,136	100%

	Nine months over
	July 31, 2021				August 1, 2020
	revenue		% of sales 1	Y / Y%	revenue		% of sales 1
Industry	$	2,829,648	57%	30%	$	2,184,413	54%
communication	847.632		17%	(4)%	880.633		22%
Automobile2	793.443		16%	45%	548.002		13%
consumer	507.995		10%	10%	463.713		11%
Total sales	$	4,978,718	100%	22%	$	4,076,761	100%

1) The sum of the individual percentages cannot correspond to the sum due to rounding.
2) Includes $ 24.1 million in revenue immediately recognized in the third quarter of fiscal 2021 from an intellectual property license agreement.

ANALOG EQUIPMENT, INC.
RECONCILIATION OF GAAP AND NON-GAAP RESULTS
(unchecked)
(in thousands, excluding amounts per share)

	Three months ended						Nine months over
	July 31, 2021			August 1, 2020			July 31, 2021			August 1, 2020
Gross margin	$	1,221,184		$	972.578		$	3,403,192		$	2,667,394
Gross Margin Percentage	69.4		%	66.8		%	68.4			65.4		%
Acquisition-related expenses	37,945			45.222			123,653			134,633
Adjusted gross margin	$	1,259,129		$	1,017,800		$	3,526,845		$	2,802,027
Adjusted Gross Margin Percentage	71.6		%	69.9		%	70.8		%	68.7		%

Operating expenses	$	611,538		$	553.454		$	1,809,996		$	1,630,822
Percent of sales	34.8		%	38.0		%	36.4		%	40.0		%
Acquisition-related expenses	(109.434		)	(110.460		)	(329.637.)		)	(333.298		)
Acquisition-related transaction costs	(18.326		)	(9.121		)	(56.570		)	(9.121		)
Charitable foundation contribution	–			–			–			(40,000		)
Restructuring-related expenses, net	8,938			(31.830		)	8,189			(44.287		)
Adjusted operating costs	$	492.716		$	402.043		$	1,431,978		$	1,204,116
Adjusted percentage of operating costs	28.0		%	27.6		%	28.8		%	29.5		%

Operating profit	$	609,646		$	419.124		$	1,593,196		$	1,036,572
Operating margin	34.7		%	28.8		%	32.0		%	25.4		%
Acquisition-related expenses	147.379			155,682			453.290			467.931
Acquisition-related transaction costs	18,326			9.121			56,570			9.121
Charitable foundation contribution	–			–			–			40,000
Restructuring-related expenses, net	(8,938		)	31,830			(8.189		)	44,287
Adjusted operating profit	$	766.413		$	615.757		$	2,094,867		$	1,597,911
Adjusted operating margin	43.6		%	42.3		%	42.1		%	39.2		%

Provision for income taxes	$	68,967		$	10,364		$	170.146		$	60,072
Tax related articles	20,686			55.217			66,466			105.364
Adjusted provision for income taxes	$	89,653		$	65,581		$	236.612		$	165.436

Earnings before income taxes	$	572.278		$	373.029		$	1,484,881		$	894.307
Effective tax rate	12.1		%	2.8		%	11.5		%	6.7		%
Acquisition-related expenses	147.379			155,682			453.290			467.931
Acquisition-related transaction costs	18,326			9.121			56,570			9.121
Charitable foundation contribution	–			–			–			40,000
Restructuring-related expenses, net	(8,938		)	31,830			(8.189		)	44,287
Adjusted earnings before income taxes	$	729.045		$	569,662		$	1,986,552		$	1,455,646
Adjusted tax rate	12.3		%	11.5		%	11.9		%	11.4		%

Diluted EPS	$	1.35		$	0.97		$	3.53		$	2.24
Acquisition-related expenses	0.40			0.42			1.22			1.26
Acquisition-related transaction costs	0.05			0.02			0.15			0.02
Charitable foundation contribution	–			–			–			0.11
Restrukturierungsbedingter Aufwand, netto	(0,02		)	0,09			(0,02		)	0,12
Steuerbezogene Artikel	(0,06		)	(0,15		)	(0,18		)	(0,28		)
Bereinigtes verdünntes EPS*	$	1,72		$	1.36		$	4.70		$	3.47

* Aufgrund von Rundungen kann die Summe der Einzelbeträge je Aktie von der Gesamtsumme abweichen.

ANALOGE GERÄTE, INC.

ÜBERLEITUNG DER DURCH BETRIEBLICHEN AKTIVITÄTEN BEREITGESTELLTEN NETTOMITTEL MIT DEM FREIEN CASH FLOW

(unchecked)

(In Tausenden)

Nachlaufend

Zwölf

Monate

Drei Monate zu Ende

31. Juli 2021

1. Mai 2021

30. Januar 2021

31. Oktober 2020

Einnahmen

6.505.013

1.758.853

1.661.407

1.558.458

1.526.295

Cash generated from operations

2.466.941

630.041

736.361

427.941

672.598

% des Umsatzes

Investitionen

(242.787 .)

)

(86.341

)

(59.170

)

(67.388

)

(29.888

)

Free Cash Flow

2.224.154

543,700

677,191

360,553

642,710

% of Revenue

ANALOG DEVICES, INC.
RECONCILIATION OF PROJECTED GAAP TO NON-GAAP RESULTS
(unchecked)

	Three Months Ending October 30, 2021
	Reported	Adjusted
Revenue	$1.78 Billion	$1.78 Billion
	(+/- $70 Million)	(+/- $70 Million)
Operating margin	34.2%	43.7% (1)
	(+/-140 bps)	(+/-100 bps)
Nonoperating expense	~ $43 Million	~ $43 Million
Tax rate	11% to 13%	11% to 13% (2)
Earnings per share	$1.33	$1.72 (3)
	(+/- $0.11)	(+/- $0.11)

(1) Includes $169 million of adjustments related to acquisition related expenses and acquisition related transaction costs as previously defined in the Non-GAAP Financial Information section of this press release. This excludes acquisition related transaction costs that are contingent upon closing of the proposed Maxim Integrated Products, Inc. acquisition as we cannot reasonably predict the timing of this transaction. (2) Includes $23 million of tax effects associated with the adjustments for acquisition related expenses and acquisition related transaction costs noted above. (3) Includes $0.39 of adjustments related to the net impact of acquisition related expenses and acquisition related transaction costs, as well as the tax effects on those items.