8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:  August 6, 2004
(Date of Earliest Event Reported)

MAXIM INTEGRATED PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction
of Incorporation) 0-16538
(Commission File Number) 94-2896096
(IRS Employer
Identification No.)

120 SAN GABRIEL DRIVE
SUNNYVALE, CALIFORNIA
(Address of Principal Executive Offices) 94086
(Zip Code)

(408) 737-7600
(Registrant’s Telephone Number, Including Area Code)

Item 7.          Financial Statements, Pro Forma Financial Information and Exhibits.

(c)                  Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit No.	Description
99.1	Text of press release, dated August 6, 2004, titled “Maxim reports revenues and earnings growth for the fourth quarter and 2004 fiscal year.”

Item 12.          Results of Operations and Financial Condition.

            On August 6, 2004, Maxim Integrated Products, Inc. (the “Company”) announced via press release the Company’s preliminary results for its fourth quarter and fiscal year ended June 26, 2004.  A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Item 12 and attached Exhibit 99.1 are furnished to, but not filed with, the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MAXIM INTEGRATED PRODUCTS, INC.
	By:	/s/ CARL W. JASPER
		Carl W. Jasper Vice President and Chief Financial Officer
Date:  August 6, 2004

EX-99

Exhibit 99.1

Press Information

FOR IMMEDIATE RELEASE
NASDAQ SYMBOL MXIM

Contact:	John F. Gifford, Chairman,
	President and Chief Executive Officer
	(408) 737-7600

MAXIM REPORTS REVENUES AND EARNINGS
GROWTH
FOR THE FOURTH QUARTER AND 2004 FISCAL YEAR

          SUNNYVALE, CA–August 6, 2004–Maxim Integrated Products, Inc., (MXIM) reported net revenues of $421.0 million for its fiscal fourth quarter ending June 26, 2004, a 42.7% increase over the $295.0 million reported for the fourth quarter of fiscal 2003 and a 13.8% increase over the $370.0 million reported for the third quarter of fiscal 2004. Net income for the quarter was $124.7 million, a 52.5% increase over the $81.7 million reported last year and a 14.2% increase over the $109.2 million reported for the third quarter. Diluted earnings per share were $0.36 for the fourth quarter, a 50.0% increase over the $0.24 reported for the same period a year ago and a 16.1% increase over the $0.31 reported for the third quarter of fiscal 2004.

          For the 2004 fiscal year, Maxim reported net revenues of $1.439 billion compared to $1.153 billion for last year, a 24.8% increase. Net income for the 2004 fiscal year was $419.8 million compared to $309.6 million reported for fiscal 2003. Diluted earnings per share grew 31.9% from $0.91 per share reported for fiscal 2003 to $1.20 per share in fiscal 2004.

– more –

          During the quarter, cash and short-term investments increased $7.6 million after the Company repurchased 2.1 million shares of its common stock for $100.1 million, paid dividends of $25.8 million, and acquired $68.9 million in capital equipment. During fiscal year 2004, the Company repurchased 12.4 million shares of its common stock for $601.2 million, paid dividends of $104.6 million, and acquired $231.6 million in capital equipment.

          Accounts receivable increased $34.7 million in the fourth quarter to $197.2 million due to the increase in net revenues, and inventories increased $14.4 million to $117.8 million.

          Gross margin for the fourth quarter increased to 70.2% from the prior quarter’s level of 69.8%, after inventory reserves were increased by $2.8 million. Research and development expense was $87.8 million or 20.8% of net revenues in the fourth quarter, compared to $77.3 million or 20.9% of net revenues in the third quarter of fiscal 2004. The increase in research and development expense in the fourth quarter was due to a one-time employee bonus, hiring additional engineers, and increased expenses to support the Company’s new product development efforts. Selling, general and administrative expenses increased from $23.5 million in the third quarter to $26.4 million in the fourth quarter but decreased as a percentage of net revenues from 6.4% to 6.3%.

          In the fourth quarter, the Company recorded a $17.5 million one-time bonus to employees below the managing director level, which increased cost of goods sold by $5.9 million, increased research and development expense by $9.5 million, and increased selling, general and administrative expenses by $2.1 million.

          Fourth quarter bookings were approximately $535 million, a 9% increase over the third quarter’s level of $488 million. Turns orders received in the quarter were approximately $170 million, a 10% decrease from the $189 million received in the prior quarter (turns orders are customer orders that are for delivery within the same quarter and may result in revenue within the same quarter if the Company has available inventory that matches those orders). Bookings increased

– more –

in all geographic regions except Europe, with the strongest bookings growth coming from the Pacific Rim and Japan.

          Fourth quarter ending backlog shippable within the next 12 months was approximately $529 million, including approximately $428 million requested for shipment in the first quarter of fiscal 2005. The Company’s third quarter ending backlog shippable within the next 12 months was approximately $437 million, including approximately $373 million that was requested for shipment in the fourth quarter of fiscal 2004.

          Jack Gifford, Chairman, President, and Chief Executive Officer, commented on the fiscal year:  “Fiscal 2004 was a strong growth year for Maxim. Orders improved each quarter, both sequentially and year-over-year. Orders for our power management products collectively grew 68% year-over-year, and orders for our communications, data converter, and mixed-signal product lines grew year-over-year 63%, 72%, and 45%, respectively.”

          Mr. Gifford continued: “Our manufacturing capacity expansions in both our wafer fab and end-of-line operations are proceeding according to plan. Our San Antonio wafer fab began production in the fourth quarter, and our new end-of-line facility in Thailand went on line at the beginning of Q105. We are well equipped to respond to the continued growth in demand for our products that we forecast for fiscal 2005.”

          Mr. Gifford added: “We forged important strategic alliances with major electronics manufacturers this year and secured significant design wins in a myriad of market areas, including multifunction cellular phones, portable audio players, PDAs, servers, displays, and storage devices. These design wins will help fuel our future growth.”

          Mr. Gifford concluded: “The Company’s Board of Directors has declared a quarterly cash dividend of $0.08 per share. Payment will be made on August 31, 2004 to stockholders of record on August 16, 2004.”

– more –

****

          Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risk and uncertainty. They include statements regarding the Company’s profitability and business outlook, the Company’s belief that demand for its products will grow in fiscal 2005, the Company’s belief that manufacturing capacity expansions in both its wafer fab and end-of-line operations are proceeding according to plan, the Company’s forecast that it will have adequate manufacturing capacity and is well equipped to meet demand for its products in fiscal 2005, and its belief that design wins secured during fiscal 2004 will help fuel its future growth. Actual results could differ materially from those forecasted based upon, among other things, the Company’s inability to continue expanding its manufacturing capacity according to plan, unexpected dissolution of alliances with major electronics manufacturers, nonacceptance of the Company’s products by its customers or in the marketplace, general market conditions and market developments that could adversely affect the growth of the mixed-signal analog market, such as declines in customer forecasts or greater than expected cyclical downturns within the mixed-signal analog segment of the semiconductor market, as well as other risks described in the Company’s Form 10K for the fiscal year ended June 28, 2003.

          All forward-looking statements included in this news release are made as of the date hereof, based on the information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

          Maxim Integrated Products is a leading international supplier of quality analog and mixed-signal products for applications that require real world signal processing.

#  #  #

Consolidated Balance Sheets

		6/26/2004			6/28/2003
(In thousands)					(audited)
Assets	Current assets:
	Cash and cash equivalents	$	147, 734		$	210,841
	Short-term investments		948,879			953,166
	Total cash, cash equivalents and short-term investments		1,096,613			1,164,007
	Accounts receivable, net		197,158			126,760
	Inventories		117,785			121,192
	Deferred tax assets and other current assets		166,558			152,683
	Total current assets		1,578,114			1,564,642
	Property, plant and equipment, at cost		1,735,741			1,507,546
	Less accumulated depreciation		(793,555	)		(737,661	)
	Net property, plant and equipment		942,186			769,885
	Other assets		29,162			33,435
	Total assets	$	2, 549,462		$	2,367,962
Liabilities and Stockholders’ Equity	Current liabilities:
	Accounts payable	$	93,856		$	42,041
	Accrued expenses		182,692			141,394
	Deferred income on shipments to distributors		22,858			21,582
	Income taxes payable		19,339			10,900
	Total current liabilities		318,745			215,917
	Deferred tax liabilities		114,399			77,633
	Other liabilities		4,000			4,000
	Total liabilities		437,144			297,550
	Stockholders’ equity:
	Common stock		80,462			112,497
	Retained earnings		2,038,820			1,956,491
	Accumulated other comprehensive income (loss)		(6,964	)		1,424
	Total stockholders’ equity		2,112,318			2,070,412
	Total liabilities and stockholders’ equity	$	2,549,462		$	2,367,962

Consolidated Statements of Income

(In thousands except per share data)	Three Months Ending						Twelve Months Ending
		6/26/04			6/28/03			6/26/04			6/28/03
		(unaudited)			(unaudited)						(audited)
Net revenues	$	420,963		$	295,029		$	1,439,263		$	1,153,219
Cost of goods sold		125,540			88,454			433,358			348,264
Gross margin		295,423			206,575			1,005,905			804,955
		70.2	%		70.0	%		69.9	%		69.8	%
Operating expenses:
Research and development		87,758			67,210			306,320			272,322
Selling, general and administrative		26,422			20,991			93,550			85,597
Operating income		181,243			118,374			606,035			447,036
		43.1	%		40.1	%		42.1	%		38.8	%
Interest income, net		4,872			3,631			20,461			15,055
Income before provision for income taxes		186,115			122,005			626,496			462,091
Provision for income taxes		61,418			40,262			206,744			152,490
Net income	$	124,697		$	81,743		$	419,752		$	309,601
Basic earnings per share	$	0.39		$	0.25		$	1.28		$	0.96
Shares used in the calculation of basic earnings per share		323,240			324,821			326,731			322,106
Diluted earnings per share	$	0.36		$	0.24		$	1.20		$	0.91
Shares used in the calculation of diluted earnings per share		346,894			344,882			350,575			341,253
Dividends declared per share	$	0.08		$	0.04		$	0.32		$	0.08

Maxim Integrated Products, Incorporated
Company Profile

NASDAQ Symbol: MXIM • Founded 1983 • Public since: February 29, 1988

OPERATIONS
Corporate Offices:	120 San Gabriel Drive, Sunnyvale, California 94086
U.S. Sales Offices:	Sunnyvale and Costa Mesa, CA; Wheeling, IL; Roswell, GA; Chelmsford, MA; Austin and Dallas, TX;
	Beaverton, OR; Horsham, PA
Foreign Offices:	Munich, Germany; Tokyo, Japan; London, UK; Paris, France; Taipei, Taiwan; Seoul, South Korea;
	Hong Kong; Singapore; Milan, Italy; Beijing, China; Stockholm, Sweden; Zurich, Switzerland;
	Viborg, Denmark; Helsinki, Finland

PRODUCTS
Maxim designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits for use in a variety of electronic products. Maxim circuits “connect” the real world and the digital world by detecting, measuring, amplifying, and converting real world and communication signals, such as temperature, pressure, sound, voice, or light into the digital signals necessary for computer and DSP processing.

	•	Maxim serves approximately 35,000  customers worldwide.
	•	Maxim has developed more products than any other analog company In the past 20 years.
	•	Maxim is recognized  as the leader in CMOS  analog and bipolar  high-frequency  technologies.
	•	70% international  sales for Q4 FY04.

FINANCIAL HIGHLIGHTS (In thousands, except EPS)

	FY2000			FY2001			FY2002			FY2003			FY2004
Net Revenues	$	1,376,085		$	1,576,613		$	1,025,104		$	1,153,219		$	1,439,263
Net Income	$	373,083		$	334,939		$	259,183		$	309,601		$	419,752
Shares		359,548			361,620			355,821			341,253			350,575
Diluted EPS	$	1.04		$	0.93		$	0.73		$	0.91		$	1.20
Cash and Short-Term Investments	$	896,936		$	1,220,352		$	765,501		$	1,164,007		$	1,096,613
Total Assets	$	2,087,438		$	2,430,531		$	2,010,812		$	2,367,962		$	2,549,462
Stockholders’ Equity	$	1,719,939		$	2,101,154		$	1,741,151		$	2,070,412		$	2,112,318
ROE		24.2	%		17.5	%		13.5	%		16.2	%		20.1	%
Market Cap	$	25,276,091		$	14,535,766		$	13,391,992		$	11,870,840		$	18,240,400

RESEARCH COVERAGE

A.G. Edwards, Brett Miller (314) 955-2620	Morgan Stanley, Louis Gerhardy (415) 576-2391
Amtech Research, Doug Freedman (415) 490-3921	Pacific Crest Securities, Michael McConnell (503) 790-7788
CIBC, Richard Schafer (720) 554-1119	Pacific Growth Equities, Jim Liang (415) 274-6889
Credit Suisse First Boston, Michael Masdea (415) 836-7779	RBC Capital, Apjit Walia (212) 428-6406
Deutsche Bank, Ross Seymore (415) 617-3268	SG Cowen, Jack Romaine (212) 278-4230
Fulcrum Global Partners, Clark Fuhs (415) 248-2549	Smith Barney, Craig Ellis (415) 951-1887
Goldman Sachs, Andrew Root (212) 902-2550	Soundview Financial Group, Chris Caso (203) 321-7217
Investec, Bobby Burleson, (212) 898-7716	U.S. Bancorp Piper Jaffray, Tore Svanberg (650) 838-1411
JMP Securities, Krishna Shankar (415) 835-8971	UBS, Tom Thornhill (415) 352-5667
JP Morgan, William Lewis (415) 315-6780	Wedbush Morgan Securities, David Wu (213) 688-4547
Lehman Brothers, Romit Shah (212) 526-7865	William Blair & Company LLC, Jeff Rosenberg (312) 364-8342
Merrill Lynch, Joseph Osha (415) 676-3510