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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended October 31, 2004

or

For the transition period from              to             

Commission file number 1-6395

SEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

200 Flynn Road, Camarillo, California, 93012-8790

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (805) 498-2111

Indicate by check mark, whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant has required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark, whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Number of shares of Common Stock, $0.01 par value per share, outstanding at November 30, 2004: 74,062,436

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEMTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

See accompanying notes.

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SEMTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands, except share data)

See accompanying notes.

2

SEMTECH CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

See accompanying notes.

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SEMTECH CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated condensed financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K. Certain amounts for prior periods have been reclassified to conform to the current presentation.

In the opinion of the Company, these unaudited statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of Semtech Corporation and subsidiaries as of October 31, 2004, and the results of their operations for the third quarter and the three quarters then ended and their cash flows for the three quarters then ended.

The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire year.

Fiscal Year

The Company reports on the basis of fifty-two and fifty-three week periods and ends its fiscal year on the last Sunday in January. All quarters consist of thirteen weeks, except for one fourteen-week quarter in 53-week years. The other quarters generally end on the last Sunday of April, July, and October. The fiscal year ended January 25, 2004 consisted of 52 weeks, with each quarter consisting of thirteen weeks. The fiscal year ending January 30, 2005 consists of 53 weeks, with the quarters ending in April 2004, July 2004 and January 2005 consisting of thirteen weeks and the quarter ending in October 2004 consisting of fourteen weeks.

Income Taxes

U.S. federal and state income taxes have not been provided for the undistributed earnings of the Company’s foreign operations. The Company policy is to leave the income permanently reinvested offshore. The amount of earnings designated as indefinitely reinvested offshore is based upon the actual deployment of such earnings in the Company’s offshore assets and expectations of the future cash needs of U.S. and foreign entities. Income tax considerations are also a factor in determining the amount of foreign earnings to be repatriated.

Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax basis of assets and liabilities, using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expense or benefit is based on the changes in the deferred income tax assets or liabilities from period to period.

Management evaluates the deferred tax asset to determine whether it is more likely than not that the deferred tax asset will be realized. Realization of the net deferred tax asset is dependent on generating sufficient taxable income during the periods in which temporary differences will reverse. As a result of past permanent book-tax differences, the Company has generated substantial U.S. tax losses (NOL). The size of the deferred tax asset attributable to federal NOL’s and credit carryforwards, compared to the current projected levels of federal taxable income, has elevated the Company’s concern regarding the ability to fully utilize this deferred tax asset prior to expiration. Accordingly, the Company has established valuation reserves to address these concerns.

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Earnings Per Share

Basic earnings per common share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options. The weighted average number of shares used to compute basic earnings per share in the third quarters of fiscal years 2005 and 2004 were 74,000,000 and 73,704,000, respectively. The weighted average number of shares used to compute basic earnings per share in the first nine months of fiscal years 2005 and 2004 were 74,220,000 and 73,449,000, respectively. The weighted average number of shares used to compute diluted earnings per share in the third quarters of fiscal years 2005 and 2004 were 77,486,000 and 77,902,000, respectively. For the first nine months of fiscal years 2005 and 2004, the weighted average number of shares used to compute diluted earnings per share were 78,320,000 and 77,154,000, respectively.

Options to purchase approximately 3,559,000 and 3,049,000 shares, respectively, were not included in the computation of the third quarters of fiscal years 2005 and 2004 diluted net income per share because such options were considered anti-dilutive. Options to purchase approximately 3,207,000 and 5,442,000 shares, respectively, were not included in the computation of the first nine months of fiscal years 2005 and 2004 diluted net income per share because such options were considered anti-dilutive. Shares associated with the Company’s previously outstanding convertible subordinated notes were also not included in the computation of earnings per share as they were anti-dilutive.

Stock-Based Compensation

The Company accounts for its employee stock option plans under the intrinsic value method prescribed by Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, and has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” and as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123.”

SFAS No. 123, as amended by SFAS No. 148, permits companies to recognize, as expense over the vesting period, the fair value of all stock-based awards on the date of grant. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. Because the Company’s stock-based compensation plans have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, management believes that the existing option valuation models do not necessarily provide a reliable single measure of the fair value of awards from the plan. Therefore, as permitted, the Company applies the existing accounting rules under APB No. 25 and provides pro forma net income and pro forma net income per share disclosures for stock-based awards made during the indicated period as if the fair value method defined in SFAS No. 123, as amended, had been applied. Net income and net income per share for the third quarters and first three quarters of fiscal years 2005 and 2004 would have been reduced to the following pro forma amounts:

The pro forma effect on net income for the third quarters and first three quarters of fiscal years 2005 and 2004 may not be representative of the pro forma effect on net income of future years because the SFAS No. 123 method of accounting for pro forma compensation expense has not been applied to options granted prior to January 30, 1995.

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The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. Option valuation models also require the input of highly subjective assumptions such as expected option life and expected stock price volatility.

Recently Issued Accounting Standards

On October 13, 2004, the Financial Accounting Standards Board (FASB) concluded that the Proposed Statement of Financial Accounting Standards, Share-Based Payment, which would require all companies to measure compensation cost for all share-based payments (including stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. The Company could adopt the new standard in one of two ways – the modified prospective transition method or the modified retrospective transition method. Assuming this new standard is implemented as scheduled, the Company will adopt this new standard in the third quarter of fiscal year 2006 and is currently evaluating the effect that the adoption of this standard will have on its financial position and results of operations.

2. Stock and Convertible Subordinated Debt Repurchase Programs

Prior Program

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