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 1, 2005
(Date of Earliest Event Reported)

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

DELAWARE	0-16538	94-2896096
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
120 SAN GABRIEL DRIVE SUNNYVALE, CALIFORNIA		94086
(Address of Principal Executive Offices)		(Zip Code)
(408) 737-7600
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02           Results of Operations and Financial Condition.

          On August 1, 2005, Maxim Integrated Products, Inc. (the “Company”) announced via press release the Company’s preliminary results for its fourth quarter of fiscal year 2005 and its entire fiscal year ended June 25, 2005.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

          The information in this Current Report 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.

Item 9.01          Financial Statements and Exhibits.

(c)          Exhibits.

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

Exhibit No.	Description
99.1	Press release dated August 1, 2005 announcing the Company’s financial results for the fourth quarter of its fiscal year 2005 and its entire fiscal year ended June 25, 2005.

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 1, 2005

EX-99.1

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 32% YEAR OVER YEAR EARNINGS

PER SHARE GROWTH FOR FISCAL 2005

          SUNNYVALE, CA–August 1, 2005–Maxim Integrated Products, Inc., (MXIM) reported net revenues of $400.4 million for its fiscal fourth quarter ended June 25, 2005. Net income for the fourth quarter was $126.1 million, a slight increase over the $124.7 million reported for the fourth quarter of last year. Diluted earnings per share were $0.37 for the fourth quarter, a 2.8% increase over the $0.36 reported for the same period a year ago. Net revenues, net income, and diluted earnings per share for the fourth quarter were similar to those reported for the third quarter of fiscal year 2005.

          For the 2005 fiscal year, Maxim reported net revenues of $1.672 billion compared to $1.439 billion for last year, a 16.2% increase.  Net income for the 2005 fiscal year was $540.8 million compared to $419.8 million reported for fiscal 2004, a 28.8% increase.  Diluted earnings per share grew 31.7% from $1.20 per share reported in fiscal 2004 to $1.58 per share in fiscal 2005.

          The Company’s free cash flow was $145 million, or $0.43 per diluted share, for the fourth quarter of fiscal 2005, compared to $111 million, or $0.32 per diluted share, for the fourth quarter of fiscal year 2004. Excluding a one time payment of $40 million for the settlement of a license matter, free cash flow for the fourth quarter of fiscal 2005 would have been $185 million or $0.54 per diluted share.

          Free cash flow is defined as cash from operating activities (after tax) less additions to property, plant and equipment as reported in the Company’s statements of cash flows.

– more –

          During the quarter, cash and short-term investments increased $71.5 million after the Company repurchased 1.8 million shares of its common stock for $71.7 million, paid dividends of $32.7million, and acquired $20.9 million in capital equipment.  At year end, cash and short-term investments totaled $1.475 billion.  Accounts receivable remained unchanged during the quarter at $192.3 million, and inventories increased $8.3 million to $167.8 million in the fourth quarter.

          Gross margin for the fourth quarter was 72.0%, consistent with the gross margin reported for the third quarter of fiscal year 2005.  Research and development expense was $84.9 million or 21.2% of net revenues in the fourth quarter, compared to $83.1 million or 20.8% of net revenues in the third quarter of fiscal year 2005.  The increase in research and development expense in the fourth quarter was primarily due to hiring additional engineers to support new product development.  Selling, general and administrative expenses decreased slightly from $24.7 million in the third quarter or 6.2% of net revenues to $23.4 million or 5.8% of net revenues in the fourth quarter.  The decrease in selling, general and administrative expenses was primarily due to lower litigation costs in the fourth quarter.  Below-the-line spending was 27.0% of net revenues for both the third and fourth quarters of fiscal 2005.

          Fourth quarter bookings were approximately $398 million, a 7% increase from the third quarter’s level of $373 million. Maxim bookings were up 11% while Dallas bookings were down 7%. Turns orders received in the quarter were approximately $171 million or 43 % of net bookings, a 10% increase over the $156 million or 42% of net bookings 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 in all geographic locations except the United States. Fourth quarter ending backlog shippable within the next 12 months was approximately $313 million, including approximately $273 million requested for shipment in the first quarter of fiscal year 2006.

– more –

          The following reconciles free cash flow to net income, and it depicts the Company’s free cash flow for the three and twelve months ended June 25, 2005 and June 26, 2004, respectively.

RECONCILIATION OF FREE CASH FLOW TO NET INCOME

(in millions, except per share data)	For the three months ended 6/25/05			For the three months ended 6/26/04			For the twelve months ended 6/25/05			For the twelve months ended 6/26/04
Net income, as reported	$	126		$	125		$	541		$	420
Add adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and other		20			18			77			62
Tax benefit related to stock plans		30			40			117			152
Accounts receivable		—			(35	)		5			(70	)
Inventories		(8	)		(14	)		(50	)		3
Accounts payable		6			8			(38	)		52
Income taxes payable and deferred taxes		27			12			59			32
Payment of royalty settlement		(40	)		—			(40	)		—
Other assets and liabilities		5			26			28			47
Total of adjustments		40			55			158			278
Cash generated by operating activities, as reported		166			180			699			698
Deduct:
Capital expenditures		(21	)		(69	)		(132	)		(232	)
Free cash flow	$	145		$	111		$	567		$	466
Fully diluted shares, as reported		341			347			343			351
Free cash flow per fully diluted share	$	0.43		$	0.32		$	1.65		$	1.33
Fully diluted earnings per share, as reported	$	0.37		$	0.36		$	1.58		$	1.20

          Free cash flow should not be construed as a substitute for net income or as a better measure of liquidity than cash flow from operating activities, both of which are determined in accordance with GAAP. Free cash flow excludes components that are significant in understanding and assessing the Company’s results of operations and cash flows. In addition, free cash flow is not a term defined by GAAP and as a result the Company’s measure of free cash flow might not be comparable to similarly titled measures used by other companies.

          Free cash flow is used by management to evaluate, assess, and benchmark the Company’s operating results, and the Company believes that free cash flow is relevant and useful information that is widely used by analysts, investors, and other interested parties in the semiconductor industry. Accordingly, the Company is disclosing this information to permit a more comprehensive and objective analysis of the Company’s operating performance, to provide an additional measure of performance and liquidity, and to provide additional information with respect to the Company’s ability to meet future share repurchases, dividend payments, and working capital requirements.

– more –

          Jack Gifford, Chairman, President, and Chief Executive Officer, commented:  “Even though our industry experienced a significant inventory correction in FY 2005, we were able to achieve significant growth in net income and diluted earnings per share. For the year, net income grew by about 29% while diluted earnings per share was up almost 32%.”

          Mr. Gifford continued: “We continue to be one of the most prolific inventors of innovative devices in the analog mixed signal space. But it is not a matter of numbers alone. We are proud to note that two of our new products received Product of the Year Awards. Electronic Products magazine gave this award to our digital video equalizer product. Our low cost, high accuracy analog output temperature sensor device won a similar accolade from AnalogZONE. These two products demonstrate the breadth of Maxim’s analog expertise.”

          Mr. Gifford concluded: “The Company’s Board of Directors has declared a quarterly cash dividend of $0.10 per share. Payment will be made on August 30, 2005 to stockholders of record on August 15, 2005.”

****

          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 it will continue to be one of the most prolific inventors of innovative devices in the analog space and the Company’s belief that the Company’s proprietary products will continue to be well accepted in the marketplace. Actual results could differ materially from those forecasted based upon, among other things, general market conditions and market developments that could adversely affect the growth of the mixed-signal analog market, including, without limitation, declines in customer forecasts or greater than expected cyclical downturns within the mixed-signal analog segment of the semiconductor market; the Company’s ability to convert backlog and design wins into revenue; the Company’s ability to meet demand for turns orders; an unexpected decrease in revenue or increase in expenses; the Company’s success in the markets in which its products are introduced and the Company’s ability to effectively and successfully manage manufacturing operations, as well as other risks described in the Company’s Annual Report on Form 10K filed with the SEC for the fiscal year ended June 26, 2004 and the Company’s Quarterly Reports on Form 10-Q filed subsequently to such report.

          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

(In thousands)	6/25/05			6/26/04
	(unaudited)			(audited)
Assets
Current assets:
Cash and cash equivalents	$	185,551		$	147,734
Short-term investments		1,289,141			948,879
Total cash, cash equivalents and short-term investments		1,474,692			1,096,613
Accounts receivable, net		192,345			197,158
Inventories		167,779			117,785
Deferred tax assets and other current assets		138,950			166,558
Total current assets		1,973,766			1,578,114
Property, plant and equipment, at cost, less accumulated depreciation		1,001,465			942,186
Other assets		28,840			29,162
Total assets	$	3,004,071		$	2,549,462
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	56,266		$	93,856
Accrued expenses		175,539			182,692
Deferred income on shipments to distributors		20,225			22,858
Income taxes payable		33,173			19,339
Total current liabilities		285,203			318,745
Deferred tax liabilities		134,686			114,399
Other liabilities		—			4,000
Total liabilities		419,889			437,144
Stockholders’ equity:
Common stock		134,998			80,462
Retained earnings		2,455,714			2,038,820
Accumulated other comprehensive loss		(6,530	)		(6,964	)
Total stockholders’ equity		2,584,182			2,112,318
Total liabilities and stockholders’ equity	$	3,004,071		$	2,549,462

Consolidated Statements of Income

	Three Months Ending						Twelve Months Ending
(In thousands except per share data)	6/25/05			6/26/04			6/25/05			6/26/04
	(unaudited)			(unaudited)			(unaudited)			(audited)
Net revenues	$	400,397		$	420,963		$	1,671,713		$	1,439,263
Cost of goods sold		112,079			125,540			463,664			433,358
Gross margin		288,318			295,423			1,208,049			1,005,905
		72.0	%		70.2	%		72.3	%		69.9	%
Operating expenses:
Research and development		84,891			87,758			328,164			306,320
Selling, general and administrative		23,414			26,422			98,513			93,550
Operating income		180,013			181,243			781,372			606,035
		45.0	%		43.1	%		46.7	%		42.1	%
Interest income, net		8,819			4,872			28,265			20,461
Income before provision for income taxes		188,832			186,115			809,637			626,496
Provision for income taxes		62,692			61,418			268,800			206,744
Net income	$	126,140		$	124,697		$	540,837		$	419,752
Basic earnings per share	$	0.38		$	0.39		$	1.66		$	1.28
Shares used in the calculation of basic earnings per share		327,682			323,240			326,239			326,731
Diluted earnings per share	$	0.37		$	0.36		$	1.58		$	1.20
Shares used in the calculation of diluted earnings per share		340,552			346,894			342,843			350,575
Dividends declared per share	$	0.10		$	0.08		$	0.38		$	0.32

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 believes it has developed more products than any other analog company in the past 22 years.
	•	Maxim is recognized as the leader in CMOS analog and bipolar high-frequency technologies.
	•	75% international sales for Q4 FY05.

FINANCIAL HIGHLIGHTS (In thousands, except EPS)

	FY2001			FY2002			FY2003			FY2004			FY2005
Net Revenues	$	1,576,613		$	1,025,104		$	1,153,219		$	1,439,263		$	1,671,713
Net Income	$	334,939		$	259,183		$	309,601		$	419,752		$	540,837
Shares		361,620			355,821			341,253			350,575			342,843
Diluted EPS	$	0.93		$	0.73		$	0.91		$	1.20		$	1.58
Cash and Short-Term Investments	$	1,220,352		$	765,501		$	1,164,007		$	1,096,613		$	1,474,692
Total Assets	$	2,430,531		$	2,010,812		$	2,367,962		$	2,549,462		$	3,004,071
Stockholders’ Equity	$	2,101,154		$	1,741,151		$	2,070,412		$	2,112,318		$	2,584,182
ROE		17.5	%		13.5	%		16.2	%		20.1	%		23.0	%
Market Cap	$	14,535,766		$	13,391,992		$	11,870,840		$	18,240,400		$	13,319,468

RESEARCH COVERAGE

A.G. Edwards, Brett Miller (314) 955-2620	Morgan Stanley, Louis Gerhardy (415) 576-2391
Amtech Research, Doug Freedman (415) 490-3921	Morningstar, Brian Lee (312) 696-6221
Banc of America, Sumit Dhanda (415) 913-5481	Pacific Crest Securities, Michael McConnell (503) 790-7788
C.E. Unterberg, Towbin, Ramesh Misra (415) 659-2289	Pacific Growth Equities, Jim Liang (415) 274-6889
CIBC, Richard Schafer (720) 554-1119	RBC Capital, Apjit Walia (212) 428-6406
Credit Suisse First Boston, Michael Masdea (415) 836-7779	SG Cowen, Jack Romaine (212) 278-4230
Deutsche Bank, Ross Seymore (415) 617-3268	Sanford C. Bernstein, Adam Parker (212) 756-4658
FBR, Christopher Caso (212) 381-9217	Smith Barney, Craig Ellis (415) 951-1887
Global Crown Capital, David Wu (415) 402-0518	Thomas Weisel, Eric Gromberg (212) 271-3765
Goldman Sachs, Simona Jankowski (415) 249-7437	U.S. Bancorp Piper Jaffray, Tore Svanberg (650) 838-1411
Investec, Bobby Burleson, (212) 898-7716	UBS, Tom Thornhill (415) 352-5667
JMP Securities, Krishna Shankar (415) 835-8971	Wachovia Securities, Craig Hettenbach (212) 451-2663
JP Morgan, William Lewis (415) 315-6780	William Blair & Company LLC, Jeff Rosenberg (312) 364-8342
Lehman Brothers, Romit Shah (212) 526-786
Merrill Lynch, Joseph Osha (415) 676-3510