Analog Devices (ADI) 10-K risk factor changes: FY2020 vs FY2019
The 2020-10-31 10-K against the 2019-11-02 one, compared heading by heading and sentence by sentence.
Item 1A31 rewritten110 added11 removed244 unchanged
All filing items1,055 rewritten771 added579 removed1,667 unchanged
Summary
counted, not written
- Item 1A lists 31 risk factor headings: 8 new, 0 reworded and 23 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 771 added, 579 removed, 1,055 rewritten and 1,667 unchanged across 17 items that differ.
New Item 1A headings (8)
- Risks Related to the Proposed Acquisition of Maxim Integrated Products, Inc.
- Our ability to complete the acquisition of Maxim Integrated Products, Inc. (Maxim) is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the acquisition not to be completed.
- The termination of the Merger Agreement could negatively impact our business.
- Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.
- Combining our business with Maxim’s may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.
- The market value of our common stock could decline if large amounts of our common stock are sold following the Maxim acquisition.
- The extent to which the novel strain of the coronavirus (COVID-19) pandemic will adversely affect our business, financial condition and results of operations is uncertain.
- If we are unable to address our U.S. cash requirements, it may be necessary for us to consider repatriation of foreign earnings, which could have a material adverse effect on our results of operations and financial condition.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
31 rewritten, 110 added, 11 removed, 244 unchanged
Continuing political and global macroeconomic uncertainty, including [removed: escalating] [added: related to the COVID-19 pandemic,] trade [added: and political] disputes between the United States and China, [added: and] the United Kingdom's [removed: pending] withdrawal from the European Union, and uncertainty regarding the stability of global credit and financial markets may lead consumers and businesses to postpone or reduce spending, which may cause our customers to cancel, decrease or delay their existing and future orders for our products and make it difficult for us to accurately forecast and plan our future business activities.
- political, legal and economic changes, crises or instability and civil unrest in markets in which we do business, including potential macroeconomic weakness related to [removed: escalating] trade [added: and political] disputes between the United States and [removed: China and] [added: China,] the United Kingdom's [removed: pending] withdrawal from the European [removed: Union;][added: Union and the implementation of the United States-Mexico-Canada Agreement;]
- compliance requirements of U.S. customs and export regulations, including the Export Administration Regulations [removed: (EAR)] and the International Traffic and Arms [removed: Regulations (ITAR);][added: Regulations;]
For example, changes in U.S.-China relations, the political environment or international trade policies and relations could result in [added: further] revisions to laws or regulations or their interpretation and enforcement, increased taxation, trade sanctions, the imposition of import or export duties and tariffs, restrictions on imports or exports, currency revaluations, or retaliatory actions, which [removed: has] [added: have] had and may continue to have an adverse effect on our business plans and operating results.
- the effects of issued, threatened or retaliatory government sanctions, trade barriers or economic [removed: restrictions,] [added: restrictions;] changes in law, regulations or other restrictions, including executive [removed: orders,] [added: orders; and] changes in import and export regulations, [added: including restrictions on exports to certain companies or to third parties that do business with such companies,] export [removed: classifications] [added: classifications,] or [removed: changes in] duties and tariffs, particularly with respect to China;
- the effects of public health emergencies, [added: civil unrest,] natural disasters, widespread travel disruptions, security risks, terrorist activities, international conflicts and other events beyond our control.
Our effective tax rate for the fiscal year ended [removed: November 2, 2019] [added: October 31, 2020] was below our U.S. federal statutory rate of 21%.
A number of factors may increase our future effective tax rate, including: new or revised tax laws or legislation or the interpretation of such laws or legislation by governmental authorities; increases in tax rates in various jurisdictions; variation in the mix of jurisdictions in which our profits are earned and taxed; deferred taxes arising from basis differences in investments in foreign subsidiaries; any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide, including our current transfer pricing appeal in Ireland; changes in the valuation of our deferred tax assets and liabilities; adjustments to income taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization [removed: of assets acquired in connection with strategic transactions; decreased availability of tax deductions for stock-based compensation awards worldwide; and changes in available tax credits.]
Compliance with [removed: the Tax Legislation] [added: tax legislation] may require the collection of information not regularly produced within the Company, and therefore necessitate the use of estimates in our Consolidated Financial Statements and the exercise of significant judgment in accounting for its provisions.
As regulations and guidance evolve with respect to [removed: the Tax Legislation,] [added: tax legislation,] and as more information is gathered and analyzed, our results may differ from previous estimates and may materially affect our Consolidated Financial Statements.
[removed: Our security measures or those of our third party service providers] may not detect or prevent security breaches, defects, bugs or errors.
[removed: While we employ confidentiality agreements to protect such information, those] [added: Those] third parties may [removed: nonetheless also] be subject to security breaches or otherwise compromise the protection of such information.
[added: As a result of lengthy manufacturing] cycles for certain of the products that are subject to these uncertainties, the amount of unsaleable product could be substantial.
Our future success significantly depends on our ability to execute our business strategy, continue to innovate, improve our existing [removed: products] [added: products,] and design, develop, produce and market innovative new products and system-level solutions.
Our growth is also dependent on our ability to identify and penetrate new markets where we have limited experience yet require significant investments, resources and technological advancements in order to compete [removed: effectively] [added: effectively,] and there can be no assurance that we will achieve success in these markets.
*We rely on [removed: third-parties] [added: third parties] for supply of raw materials and parts, semiconductor wafer foundry services, assembly and test services, and transportation, among other things, and we generally cannot control their availability or conditions of supply or services.*
If such vendor is unable or unwilling to manufacture and deliver components to us on the time schedule and of the quality or quantity that we require, we may be forced to seek to engage an additional or replacement vendor, which could result in additional expenses and delays in product development or shipment of product to our [added: customers.]
A prolonged disruption at, or inability to utilize, one or more of our manufacturing facilities, loss of raw materials or damage to our manufacturing equipment for any reason, including due to [added: the COVID-19 pandemic,] natural or man-made disasters, civil unrest or other events outside of our control, such as widespread outbreaks of [removed: illness] [added: illness,] or the failure to maintain our labor force at one or more of these facilities, may disrupt our operations, delay production, shipments and revenue and result in us being unable to timely satisfy customer demand.
These capacity expansions by us and other semiconductor manufacturers could also lead to overcapacity in our target markets [removed: which could lead to price erosion that would adversely impact our operating results.]
[added: We invest significant resources in the] testing of our products; however, if any of our products contain defects, we may be required to incur additional development and remediation costs pursuant to warranty and indemnification provisions in our customer contracts and purchase orders.
An element of our business strategy involves expansion through the acquisitions of businesses, assets, products or technologies that allow us to complement our existing product offerings, diversify our product portfolio, expand our market [removed: coverage, increase our engineering workforce, expand our technical skill sets or enhance our technological capabilities.]
In addition, investments in [removed: private] companies are subject to a risk of a partial or total loss of our investment.
Our inability to collect open accounts [added: receivable could adversely affect our operating results.]
We are [removed: now] required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor.
Public attention to environmental sustainability and social responsibility concerns continues to increase, and our customers routinely include stringent environmental and other standards in their [removed: contract] [added: contracts] with us.
In connection with our United States government business, we are also subject to government audits and to review and approval of our policies, procedures, and internal controls for compliance with procurement regulations and applicable [removed: laws.][added: laws,]
[added: In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to] downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time.
- changes in financial estimates or other statements made by securities analysts or others in analyst reports or other [removed: publications] [added: publications,] or our failure to perform in line with those estimates or statements or our published guidance;
- announcements by us, our customers or our competitors of significant new products, technical innovations, material transactions, acquisitions or dispositions, litigation, capital [removed: commitments] [added: commitments, including share repurchases and dividend policies,] or revised earnings estimates;
Our directors and executive officers periodically [added: buy or] sell shares of our common stock in the market, including pursuant to Rule 10b5-1 trading plans.
Regardless of the individual's reasons for such [added: purchases or] sales, securities analysts and investors could view such [removed: sales] [added: transactions] as [removed: a] [added: positive or] negative [removed: indicator] [added: indicators] and our stock price could be adversely affected as a result.
Risks Related to the Proposed Acquisition of Maxim Integrated Products, Inc.
*Our ability to complete the acquisition of Maxim Integrated Products, Inc. (Maxim) is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the acquisition not to be completed.*
On July 12, 2020, we entered into a definitive agreement (the Merger Agreement) to acquire Maxim, an independent manufacturer of innovative analog and mixed-signal products and technologies.
The merger is subject to a number of conditions to closing as specified in the Merger Agreement.
These closing conditions include, among others, the receipt of required approvals under certain foreign competition laws, and the absence of governmental restraints or prohibitions preventing the consummation of the merger.
No assurance can be given that the required governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals.
Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we and Maxim expect to achieve if the merger is successfully completed within its expected time frame.
Additionally, either we or Maxim may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the merger is not completed by July 12, 2021 (which date may be extended under certain circumstances).
Under certain circumstances, including if the proposed merger is terminated due to a failure to obtain the required regulatory clearances, we may be required to pay Maxim a termination fee of $830.0 million.
We can provide no assurance that the various closing conditions will be satisfied and that the necessary approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the acquisition.
In addition, we can provide no assurance that these conditions will not result in the abandonment or delay of the acquisition.
The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and the trading price of our common stock.
*The termination of the Merger Agreement could negatively impact our business.*
If the merger is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the merger, we would be subject to a number of risks, including the following:
- we may experience negative reactions from the financial markets, including negative impacts on our stock price;
- we may experience negative reactions from our customers, suppliers, distributors and employees;
- we will be required to pay our costs relating to the merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the merger is completed;
- the Merger Agreement places certain restrictions on the conduct of our business prior to completion of the merger and such restrictions, the waiver of which is subject to Maxim’s consent (not to be unreasonably withheld, conditioned or delayed), may prevent us from taking certain actions during the pendency of the merger; and
- matters relating to the merger (including integration planning) require substantial commitments of time and resources by our management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to our business.
In addition, we could be subject to time-consuming and costly litigation related to the merger.
For example, as previously disclosed, in August and September 2020, three lawsuits were filed against the Company in connection with our proposed acquisition of Maxim.
Two of the lawsuits were brought by purported shareholders against the Company and the members of our board of directors and the third lawsuit was brought by a purported shareholder of Maxim against Maxim, the members of Maxim’s board of directors, the Company and a subsidiary of the Company.
In exchange for certain disclosures that we and Maxim voluntarily made in Current Reports on Form 8-K filed on September 30, 2020, plaintiffs in each of the lawsuits voluntarily dismissed their actions in their entirety, with prejudice as to the named plaintiffs only and without prejudice to any other members of any putative class.
From and after the date of the Merger Agreement and prior to completion of the merger, the Merger Agreement restricts us from taking specified actions without Maxim’s consent and requires that our business be conducted in the ordinary course in
all material respects.
These restrictions may prevent us from making appropriate changes to our business or organizational structure or from pursuing attractive business opportunities that may arise prior to the completion of the merger, and could have the effect of delaying or preventing other strategic transactions.
Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the Merger Agreement.
*Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in our business, which could have an adverse effect on our business and financial results.*
Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in our business.
Specifically*:*
- our and Maxim’s current and prospective employees will experience uncertainty about their future roles with the combined company, which might adversely affect the two companies’ abilities to retain key managers and other employees;
- uncertainty regarding the completion of the merger may cause our and Maxim’s customers, suppliers, distributors, vendors, strategic partners or others that deal with us or Maxim to delay or defer entering into contracts with us or Maxim, make other decisions concerning us or Maxim, or seek to change or cancel existing business relationships with us or Maxim, which could negatively affect our respective businesses;
- the Merger Agreement restricts us and our subsidiaries from taking specified actions during the pendency of the merger without Maxim’s consent, which may prevent us from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the merger; and
- the attention of our and Maxim’s management may be directed toward the completion of the merger.
We have diverted significant management resources in an effort to complete the merger and are subject to restrictions contained in the Merger Agreement on the conduct of our business.
If the merger is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.
We will incur significant acquisition-related costs in connection with the Maxim acquisition, and the combined company could incur substantial expenses related to the integration of Maxim.
We have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger.
These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance payments that may be made to certain Maxim employees, filing fees, printing expenses and other related charges.
We will need to pay some of these costs regardless of whether the merger is completed.
- natural disasters or pandemics;
At November 2, 2019, our principal source of liquidity was $648.3 million of cash and cash equivalents, of which approximately $295.7 million was held in the United States and the remaining balance was held outside the United States.
As we intend to reinvest substantially all of our foreign earnings indefinitely, certain cash held outside the United States may not be available for repatriation as dividends to the United States in the future.
It was also below our blended U.S. federal statutory tax rate of 23.4% for the fiscal year ended November 3, 2018.
As a result of lengthy manufacturing
customers.
We invest significant resources in the
Arrow Electronics is currently our largest distributor.
receivable could adversely affect our operating results.
Effective November 4, 2018, all distributor sales are recognized upon shipment to the distributor under Accounting Standards Update 2014-09, *Revenue from Contracts with Customers* (ASU 2014-09).
In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to
An excerpt. Shown here: all 31 rewritten, 40 of 110 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
34 rewritten, 4 added, 8 removed, 49 unchanged
Based on the [removed: $925] [added: $925.0] million of [added: our] floating rate debt outstanding as of [removed: November 2, 2019,] [added: October 31, 2020,] our annual interest expense would change by approximately $9.3 million for each 100 basis point increase in interest rates.
[removed: We] [added: In certain instances we] utilize interest rate derivatives to manage interest rate exposure on both outstanding debt as well as future issuances.
As of [added: October 31, 2020 and] November 2, 2019, for each 100 basis point decrease in the ten-year U.S. Treasury rate, the fair value of our outstanding derivative instruments would change by approximately [removed: $100 million.][added: $102.0 million and $100.0 million, respectively.]
Based on our marketable securities outstanding as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] our annual interest income would change by approximately [removed: $6.5] [added: $10.6] million and [removed: $8.2] [added: $6.5] million, respectively, for each 100 basis point increase in interest rates.
Based on investment positions as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] a hypothetical 100 basis point increase in interest rates across all maturities would not materially impact the fair market value of the portfolio in either period.
As of [removed: November 2, 2019,] [added: October 31, 2020,] we had [removed: $4.6] [added: $4.3] billion in principal amount of senior unsecured notes outstanding, with a fair value of [removed: $4.9] [added: $4.8] billion.
The fair values of our notes as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] assuming a hypothetical 100 basis point increase in market interest rates, are as follows:
| | | | [removed: November 2, 2019 | | | | | | | | | | | |] [added: October 31, 2020] | | | | | | | | | | | | | | | | | | November [removed: 3, 2018 | | | | | | | | | | | |] [added: 2, 2019] | | | | | | | | | | | | | | |
| (thousands) | | | Principal Amount Outstanding | | | | | | Fair Value | | | | | | Fair Value given an increase in interest rates of 100 basis points | | | | | | Principal Amount Outstanding | | | | | | Fair Value | | | | | | Fair Value given an increase in interest rates of 100 basis points | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]
| 2020 Notes, due March 2020 | | | $ | [removed: 300,000] [added: —] | | | | | $ | [removed: 300,872] [added: —] | | | | | $ | [removed: 299,793] [added: —] | | | | | $ | 300,000 | | | | | $ | [removed: 298,147] [added: 300,872] | | | | | $ | [removed: 294,237 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 299,793] | |
| 2021 Notes, due January 2021 | | | [removed: 450,000] [added: —] | | | | | | [removed: 454,634] [added: —] | | | | | | [removed: 449,354] [added: —] | | | | | | 450,000 | | | | | | [removed: 444,568 | | | | | | 435,334 | | | | | | | | | | | | | | | | | |] [added: 454,634] | | | | | | [added: 449,354] | | |
| 2021 Notes, due December 2021 | | | 400,000 | | | | | | [removed: 402,591] [added: 408,565] | | | | | | [removed: 394,524] [added: 404,170] | | | | | | 400,000 | | | | | | [removed: 386,375 | | | | | | 375,215 | | | | | | | | | | | | | | | | | |] [added: 402,591] | | | | | | [added: 394,524] | | |
| 2023 Notes, due June 2023 | | | 500,000 | | | | | | [removed: 511,190] [added: 526,855] | | | | | | [removed: 494,186] [added: 513,874] | | | | | | 500,000 | | | | | | [removed: 479,189 | | | | | | 459,377 | | | | | | | | | | | | | | | | | |] [added: 511,190] | | | | | | [added: 494,186] | | |
| 2023 Notes, due December 2023 | | | 550,000 | | | | | | [removed: 567,159] [added: 590,177] | | | | | | [removed: 545,897] [added: 572,965] | | | | | | 550,000 | | | | | | [removed: 529,120 | | | | | | 505,176 | | | | | | | | | | | | | | | | | |] [added: 567,159] | | | | | | [added: 545,897] | | |
| 2025 Notes, due December 2025 | | | 850,000 | | | | | | [removed: 914,567] [added: 969,033] | | | | | | [removed: 866,162] [added: 924,695] | | | | | | 850,000 | | | | | | [removed: 829,611 | | | | | | 780,432 | | | | | | | | | | | | | | | | | |] [added: 914,567] | | | | | | [added: 866,162] | | |
| 2026 Notes, due December 2026 | | | 900,000 | | | | | | [removed: 940,192] [added: 1,017,505] | | | | | | [removed: 883,276] [added: 962,821] | | | | | | 900,000 | | | | | | [removed: 848,027 | | | | | | 791,549 | | | | | | | | | | | | | | | | | |] [added: 940,192] | | | | | | [added: 883,276] | | |
| 2036 Notes, due December 2036 | | | 250,000 | | | | | | [removed: 270,891] [added: 298,153] | | | | | | [removed: 240,492] [added: 265,210] | | | | | | 250,000 | | | | | | [removed: 232,627 | | | | | | 206,716 | | | | | | | | | | | | | | | | | |] [added: 270,891] | | | | | | [added: 240,492] | | |
| 2045 Notes, due December 2045 | | | 400,000 | | | | | | [removed: 491,439] [added: 538,788] | | | | | | [removed: 423,591] [added: 463,425] | | | | | | 400,000 | | | | | | [removed: 407,984 | | | | | | 354,806 | | | | | | | | | | | | | | | | | |] [added: 491,439] | | | | | | [added: 423,591] | | |
As more fully described in Note 2i, [removed: Derivative] [added: *Derivative] and Hedging [removed: Agreements, in] [added: Agreements*, of] the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K, we regularly hedge our non-U.S. dollar-based exposures by entering into forward foreign currency exchange contracts.
Relative to foreign currency exposures existing at [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] a 10% unfavorable movement in foreign currency exchange rates over the course of the year would result in approximately [removed: $12.1] [added: $18.5] million of losses and [removed: $14.1] [added: $12.1] million of losses, respectively, in changes in earnings or cash flows.
Based on the credit ratings of our counterparties as of [removed: November 2, 2019,] [added: October 31, 2020,] we do not believe that there is significant risk of nonperformance by them.
The following table illustrates the effect that a 10% unfavorable or favorable movement in foreign currency exchange rates, relative to the U.S. dollar, would have on the fair value of our forward exchange contracts as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018:][added: 2, 2019:]
| | | | [removed: November 2, 2019] [added: October 31, 2020] | | | | | | November [removed: 3, 2018] [added: 2, 2019] | | |
| Fair value of forward exchange contracts [removed: liability] [added: assets] | | | $ | [removed: —] [added: 5,427] | | | | | $ | [removed: (7,150)] [added: —] | |
| Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset | | | $ | [removed: 20,810] [added: 21,859] | | | | | $ | [removed: 13,591] [added: 20,810] | |
| Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability | | | $ | [removed: (19,269)] [added: (20,276)] | | | | | $ | [removed: (26,532)] [added: (19,269)] | |
We have audited the accompanying consolidated balance sheets of Analog Devices, Inc. (the Company) as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended [removed: November 2, 2019,] [added: October 31, 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: November 2, 2019,] [added: October 31, 2020,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of [removed: November 2, 2019,] [added: October 31, 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 26, 2019] [added: 24, 2020] expressed an unqualified opinion thereon.
Adoption of ASU No. [removed: 2014-09][added: 2016-02]
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for [removed: revenue] [added: leases] in the year ended [removed: November 2, 2019] [added: October 31, 2020] due to the adoption of Accounting Standards Update (ASU) No. [removed: 2014-09, *Revenue from Contracts with Customers] [added: 2016-02, *Leases] (Topic [removed: 606)*,] [added: 842)*,] and the related amendments.
| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company's sales contracts provide certain distributors with credits for price protection and rights of return, which results in variable consideration. During [removed: 2019,] [added: 2020,] sales to distributors were [removed: $3.4] [added: $3.2] billion net of expected price protection discounts and rights of return for which the liability balance as of [removed: November 2, 2019] [added: October 31, 2020] was [removed: $227.0] [added: $229.8] million. Auditing the Company's measurement of variable consideration under distributor contracts involved especially challenging judgment because the calculation involves subjective management assumptions about estimates of expected price protection discounts and returns. For example, estimated variable consideration included in the transaction price reflects management's evaluation of contractual terms, historical experience and assumptions about future economic conditions. Changes in those assumptions can have a material effect on the amount of variable consideration recognized. | | |
| *Description of the Matter* | | | The Company’s consolidated goodwill balance was $12.3 billion as of [removed: November 2, 2019.] [added: October 31, 2020.] As described in Note 2 to the consolidated financial statements, the Company evaluates goodwill for impairment at the reporting unit level annually and performed a quantitative goodwill impairment assessment for [removed: one] [added: each] of its eight reporting units. The quantitative impairment assessment involves the comparison of the fair value of [removed: a] [added: each] reporting unit to its [added: respective] carrying amount. The Company used a weighting of the income and market approaches to determine the fair value of [removed: the] [added: each] reporting unit. Auditing management's quantitative goodwill impairment test involved a high degree of auditor judgment due to the significant estimation required to determine the fair value of [removed: the] [added: each] reporting unit. In particular, the fair value estimate [added: for one of the eight reporting units] was sensitive to significant assumptions, such as forecasted revenues, gross profit margins, operating income margins, long-term discount rate, perpetual growth rate, identification of comparable publicly traded companies and estimated valuation [removed: multiples.] [added: multiples, which led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions as outlined above, used in determining the fair value of this reporting unit.] | | |
| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's quantitative goodwill impairment assessment process. For example, we tested controls over management's review of the valuation model and the significant assumptions used. To test the estimated fair value of the reporting unit, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We tested significant assumptions by comparing [added: them] to current and forecasted industry and economic trends, analyst reports, and forecasted peer company information. We evaluated management’s ability to accurately forecast by comparing actual results to historical forecasts. We also performed sensitivity analyses of certain assumptions to evaluate changes in the fair value that would result from changes in the assumptions. With the assistance of our valuation specialists, we evaluated the selection of the long-term discount rate and perpetual growth rate, including testing the underlying source information and the mathematical accuracy of the calculations by developing a range of independent estimates and comparing those to the rates selected by management. We also involved our valuation specialists to evaluate the market approach, including evaluating the reasonableness of the selected comparable publicly traded companies and the resulting market multiples calculation. | | |
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| 2025 Notes, due April 2025 | | | 400,000 | | | | | | 434,919 | | | | | | 417,225 | | | | | | — | | | | | | — | | | | | | — | | |
November 24, 2020
During fiscal 2019, we entered into a term loan credit agreement, under which we borrowed unsecured term loans in the aggregate principal amount of $1.25 billion, maturing March 10, 2022.
Loans under the term loan agreement may be Eurodollar Rate Loans or Base Rate Loans at our option.
Each Eurodollar Rate Loan will bear interest at a rate per annum equal to the Adjusted LIBO Rate plus a margin based on our debt ratings from time to time of between 0.625% and 1.500%.
Each Base Rate Loan will bear interest at a rate per annum equal to the Base Rate plus a margin based on our debt ratings from time to time of between 0.000% and 0.500%.
In fiscal 2019, we made principal payments on the term loans in the amount of $325.0 million.
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November 26, 2019
Item 1. BUSINESS
59 rewritten, 84 added, 73 removed, 135 unchanged
Company [removed: Overview][added: Overview, Strategy and Mission]
Analog Devices, Inc. (we, Analog Devices or the Company) is a leading global high-performance analog technology [removed: company.][added: company dedicated to solving our customers' most complex engineering challenges.]
We design, manufacture, [added: test] and market a broad portfolio of solutions, including integrated circuits (ICs), [removed: algorithms, software,] [added: software] and subsystems that leverage high-performance analog, [removed: mixed-signal,] [added: mixed-signal] and digital signal processing technologies.
In addition, we have manufacturing facilities [added: primarily] in the United States, Ireland and Southeast Asia.
Semiconductor components are the [removed: electronic] building blocks used in electronic systems and equipment.
These components are classified as either discrete devices, such as individual [removed: transistors] [added: transistors,] or [added: as] ICs, in which a number of transistors and other elements are combined to form a more complicated electronic circuit.
[removed: Digital circuits, such as memory devices and microprocessors, generally process on-off electrical signals, represented by binary digits, “1” and “0.” In contrast,] [added: More specifically, our] analog ICs monitor, condition, amplify or transform continuous analog signals associated with physical properties, such as temperature, pressure, weight, light, sound or motion, and play an important role in bridging [removed: between] real world phenomena [removed: and] [added: to] a variety of electronic systems.
[removed: Principal Products][added: Products]
We sell our ICs to [removed: tens of thousands of] [added: more than 125,000] end customers worldwide, many of whom use products spanning our core technologies in a wide range of applications.
Our IC product portfolio includes both general-purpose products used by a broad range of customers and applications, as well as application-specific products designed for specific [removed: clusters of customers in key] target markets.
We begin with our existing core technologies, which leverage our data conversion, amplification, RF and microwave, microelectromechanical systems (MEMS), power management and DSP capabilities, and devise [removed: a solution to] [added: solutions that] more closely meet the needs of a specific customer or group of customers.
Because we have already developed the core technology platform for our general-purpose products, we can create application-specific solutions [removed: quickly.][added: quickly and efficiently.]
[removed: Our ICs are sold] [added: We sell our products globally] to [added: more than 125,000 end] customers [removed: globally] through a direct sales force, third-party distributors, independent sales representatives and via our website.
Our analog and [removed: mixed signal] [added: mixed-signal] IC technology has been the foundation of our business for over five decades, and we are one of the world’s largest suppliers of high-performance analog ICs.
Our product portfolio includes several thousand analog ICs, many of which can have several hundred [added: end] customers.
[removed: *Converters* — We] [added: - *Converters*—We] are a leading supplier of data converter products.
[added: -] *Amplifiers/Radio Frequency [removed: (RF)* *and Microwave*— We] [added: (RF) and Microwave*—We] are also a leading supplier of high-performance [removed: amplifiers.][added: amplifiers which are used to condition analog signals.]
Our [removed: high performance] [added: high-performance] RF and microwave ICs support the [removed: high performance] [added: high-performance] requirements of cellular infrastructure and a broad range of applications in our target markets, including instrumentation, aerospace and automotive.
[added: -] *Power Management & [removed: Reference* — Power] [added: Reference*—Power] management and reference products, which include functions such as power conversion, driver monitoring, sequencing and energy management, provide efficient solutions for power management and conversion applications in the automotive, communications, industrial and high-end consumer markets.
Our [removed: high performance] [added: high-performance] power ICs include powerful performance, integration and software design simulation tools to provide fast and accurate power supply designs.
[removed: *Other Analog* — Our] [added: - *Sensors & Actuators*—Our] analog technology portfolio is comprised of sensor and actuator products, including products based on MEMS technology.
We offer other [removed: high performance] [added: high-performance] sensors, from temperature to magnetic [removed: fields] [added: fields,] that are deployed in a variety of systems.
[removed: Digital] [added: - *Digital] Signal Processing [removed: products (DSPs)] [added: and System Products* *(DSPs)*— DSPs] are optimized for high-speed numeric calculations, which are essential for instantaneous, or real-time, processing of digital data generated, in most cases, from analog to digital signal conversion.
The breakdown of our [removed: November 2, 2019 (fiscal 2019)] [added: annual] revenue by end market is set out in the table [removed: below.][added: below:]
| End [removed: Market] [added: Market*] | | | | | | Percent of Fiscal [added: 2020 Revenue | | | | | | Percent of Fiscal] 2019 Revenue | | | [added: | | | Percent of Fiscal 2018 Revenue | | |]
| [removed: Communications] [added: Communications] | | | | | | 21% | | | [added: | | | 22 | | % | | | | 19 | | % |]
The following describes some of the characteristics of, and customer products within, our major end [removed: markets:][added: markets of Industrial, Communications, Automotive and Consumer:]
[removed: *Industrial Automation and Instrumentation* —] Our industrial automation applications generally require ICs that offer performance greater than that available from commodity-level ICs but generally do not have production volumes that warrant custom ICs.
Our [added: automation and] instrumentation customers [removed: differentiate themselves by using] [added: are differentiated through] the [added: use of the] highest performance analog and mixed-signal ICs available.
Our [removed: industrial] [added: automation] and instrumentation market includes applications such as:
Customer products [removed: include:][added: include applications such as:]
*Energy Management* — The [removed: desire to improve] [added: global drive towards improved] energy efficiency, conservation, [removed: reliability,] [added: reliability] and cleanliness is driving investments in [added: electrification across many different application areas, including] electric vehicle charging infrastructure, renewable energy, power transmission and distribution systems, electric [removed: meters,] [added: meters] and other innovative areas.
The common characteristic behind these efforts is the addition of sensing, [removed: measurement,] [added: measurement] and communication technologies to electrical infrastructure.
*Healthcare* — The healthcare market is [removed: calling] [added: evolving in response to the need] for increased access to better and more affordable [removed: care.][added: care, as well as a growing focus on preventative healthcare and the need to better manage chronic conditions.]
In wireless and [removed: broadband] [added: wireline] communication applications, our products are incorporated into:
| • Cellular [removed: basestation] [added: base station] equipment | | | | | | • Optical and cable networking equipment for data center and [removed: service] [added: carrier] providers | | |
Automotive \- We develop differentiated [removed: high performance] [added: high-performance] signal processing solutions, which enable sophisticated transportation systems that span Infotainment, Electrification and Autonomous applications.
| • | | | | | | Video processing and connectivity | | | | | | [removed: •] | | | | | | [removed: Battery monitoring and management systems] | | | | | | • | | | | | | [removed: High resolution LIDAR] [added: Battery monitoring and management] systems | | | [removed: | | | | | | | | | | | | | | | | | |]
| [added: •] | | | | | | [added: Car audio, voice processing and connectivity] | | | | | | | | | | | | | | | | | | • | | | | | | Inertial MEMS solutions for mission critical navigation, stability and safety systems | | | [removed: | | | | | | | | | | | | | | | | | |]
See Note 4, [removed: Industry,] [added: *Industry,] Segment and Geographic [removed: Information,] [added: Information*,] of the Notes to Consolidated Financial Statements contained in [added: Part II,] Item 8 of this Annual Report on Form 10-K for further information about our products by end market.
We play a critical role at the intersection of the physical and digital world by providing the building blocks to sense, measure, interpret, connect and power.
Our comprehensive product portfolio, deep domain expertise and advanced manufacturing capabilities extend across high-performance precision and high-speed mixed-signal, power management and processing technologies – including data converters, amplifiers, power management, radio frequency (RF) ICs, digital signal processors (DSP) and other sensors.
The Third Wave of Information and Communications Technology, as we refer to it at Analog Devices, is characterized by ubiquitous sensing, hyper-scale and edge computing and pervasive connectivity.
These technological trends are driving a continuous evolution of new generations of applications that are increasing the demand for Analog Devices’ high-performance analog, mixed-signal, power and RF ICs.
We have positioned our business to capitalize on the secular growth opportunities across our markets and to deliver innovative solutions.
Central to our strategy is our focus on challenges that our customers have across the most impactful application areas.
That is built around the following three key priorities, which will continue to drive our long-term success:
- Efficient use of capital. Research and development (R&D) is critical to continue our cycle of innovation-driven success.
We target the most attractive opportunities, particularly across our business-to-business (B2B) markets including Industrial, Automotive and Communications.
We are also deeply committed to extracting value from our recent acquisitions to complement our R&D and drive long-term value creation.
Through the development of cutting-edge innovations and our ability to solve difficult problems across a broad array of applications, we generate significant cash flow and are deeply committed to delivering strong shareholder returns.
- Deepening customer-centricity. We possess a broad range of product portfolios, applications expertise, and manufacturing capabilities in high-performance power management and precision and high-speed signal processing technologies.
At the same time, our engineering talent continues to be an important competitive differentiator in the semiconductor space.
We strive to be the destination for the world's best engineering talent with a team of more than 7,600 engineers.
Together, our products and our engineering talent enable us to partner with our customers, leveraging our analog domain expertise and receiving the full benefit of our technology capabilities to develop complete and innovative solutions.
- Capitalizing on secular trends. We are positioned to capitalize on important secular growth trends, including Industry 4.0, 5G communications networks, data center connectivity, electric vehicles, in-cabin experience, digital healthcare and space, as we are well-aligned with the key B2B markets driving this increase in data and we will continue to be a critical partner in the collection, creation and communication of our customers’ edge data.
For example, we have executed on this strategy through:
- the acquisition of Hittite Microwave Corporation in the fiscal year ended November 1, 2014, which strengthened our market leadership in high-performance RF and broadened our portfolio across the entire frequency spectrum from DC to 100 gigahertz; and
- the acquisition of Linear Technology Corporation (Linear) in the fiscal year ended October 28, 2017, which added high-performance power management and additional precision signal processing to our portfolio, expanding and diversifying our offerings to deliver more complete solutions.
In the fiscal year ended October 31, 2020 (fiscal 2020), we announced the proposed acquisition of Maxim Integrated Products, Inc. (Maxim), which, if completed, will strengthen Analog Devices as an analog semiconductor leader.
Specifically, the combination would increase our global scale and enhance our depth of domain expertise and engineering capabilities, enabling us to offer more complete solutions, serve more customers and capture a larger share of an estimated $60 billion total addressable market.
As a global company, we are also passionately driven to be a leading corporate citizen, creating a better tomorrow for all our stakeholders.
We believe we have a responsibility to engineer a more sustainable future and we strive to make a positive
impact on our society and our planet.
We are focused on reducing our carbon footprint and our impact on the environment today, while striving to deliver a positive environmental impact for the future.
Our goal is to make meaningful progress on environmental regeneration efforts and partner with our customers to help them solve their sustainability challenges.
We leverage our expertise to develop new solutions to help restore natural resources, regenerate the quality of our biosphere and reduce carbon emissions.
We are also committed to helping our employees thrive by building programs within our company that enhance our diverse and accepting workplace culture, while also broadening the availability of education, training and employment opportunities to communities across the globe.
The Company also maintains an active role in developing solutions and participating in efforts that address serious climate and societal problems that impact our employees, our communities and our planet.
In addition, in fiscal 2020, we established the Analog Devices Foundation to formalize our philanthropy and charitable giving.
We were incorporated in Massachusetts in 1965 with corporate headquarters in the Boston, Massachusetts area.
In 2020, we moved our corporate headquarters from our facility in Norwood, Massachusetts to Wilmington, Massachusetts.
The expanded facility in Wilmington features state of the art laboratories, design and manufacturing and cross-functional group collaboration space, while maintaining our commitment to environmental sustainability through the use of green building materials and solar panels, among other things.
Our product offerings include more than 45,000 SKUs that can be aggregated into the following general categories:
Our analog product line also includes a broad portfolio of high-performance RF and microwave ICs covering the entire RF signal chain.
Sales Channel
to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory.
Markets
| | | | | | | | | | | | | | | | | | | | | |
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Since our inception in 1965, we have focused on solving our customers’ toughest signal processing engineering challenges and playing a fundamental role in efficiently converting, conditioning, and processing real-world phenomena such as temperature, pressure, sound, light, speed, and motion into electrical signals to be used in a wide array of electronic applications.
We produce innovative products and technologies that accurately and securely sense, measure, connect, interpret and power, allowing our customers to intelligently bridge the physical and digital domains.
Our fusion of cutting-edge sensors, data converters, amplifiers and linear products, radio frequency (RF) ICs, power management products, and other signal processing products with deep industry expertise allows us to create robust technology platforms that meet a broad spectrum of customer and market needs.
As new generations of applications evolve - such as autonomous vehicles, 5G networks, intelligent factories, and smart healthcare devices - the demand for Analog Devices’ high-performance analog signal processing and digital signal processing (DSP) products and technologies is increasing.
We focus on key strategic markets such as industrial, automotive, consumer, and communications where our signal processing technology is often a critical differentiator in our customers’ products.
Used by more than 125,000 end customers worldwide, our products are used in many different types of electronic applications including:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| • Factory and process automation systems | | | | | | • Medical imaging equipment | | |
| • Instrumentation, test and measurement systems | | | | | | • Vital signs monitoring devices | | |
| • Aerospace and defense applications | | | | | | • Wireless infrastructure equipment | | |
| • Semi-autonomous and autonomous vehicle safety systems | | | | | | • Networking and optical equipment | | |
| • Automotive infotainment systems | | | | | | • Portable consumer devices | | |
| • Powertrains for gas and electric vehicles | | | | | | • Professional audio and video devices | | |
We were incorporated in Massachusetts in 1965.
Our headquarters are near Boston, in Norwood, Massachusetts.
Acquisition of Linear Technology Corporation
On March 10, 2017 (Acquisition Date), we completed the acquisition of Linear Technology Corporation (Linear), an independent manufacturer of high performance analog integrated circuits.
The total consideration paid to acquire Linear was approximately $15.8 billion, consisting of $11.1 billion in cash financed through existing cash on hand, net proceeds from bridge and term loan facilities and proceeds received from the issuance of senior unsecured notes, $4.6 billion from the issuance of our common stock and $0.1 billion of consideration related to the replacement of outstanding equity awards held by Linear employees.
The acquisition of Linear is referred to as the Acquisition.
Industry Background
ICs may be divided into two general categories, digital and analog.
We design, manufacture and market a broad line of high-performance ICs that incorporate analog, mixed-signal and digital signal processing technologies.
We produce and market a broad range of ICs and operate in one reportable segment based on the aggregation of eight operating segments.
The ICs sold by each of our operating segments are manufactured using similar semiconductor manufacturing processes and raw materials in either our own production facilities or by third-party wafer fabricators using proprietary processes.
Our technology offerings are aligned with the predominant markets served in order to facilitate decision making throughout our organization.
*Analog Products*
Amplifiers are used to condition analog signals.
Our analog product line also includes a broad portfolio of high performance RF and microwave ICs covering the entire RF signal chain, from industry-leading stand-alone RF function blocks such as phase locked loops, frequency synthesizers, mixers, modulators, demodulators, and power detectors, to highly integrated broadband and short-range single chip transceiver solutions.
From portable consumer devices to automobiles to high end data centers, the performance and efficiency of modern electronic products is increasingly limited by their power supply systems.
Our isolators have been designed into hundreds of applications, such as universal serial bus isolation in patient monitors, where it allows hospitals and physicians to adopt the latest advances in computer technology to supervise patient health and wirelessly transmit medical records.
In smart metering applications, our isolators provide reliable electrostatic discharge performance that helps reduce meter tampering.
Likewise, in satellites, where any malfunction can be catastrophic, our isolators help protect the power system while enabling designers to achieve small form factors.
*Digital Signal Processing and System Products*
We support these products with easy-to-use development tools, which are designed to reduce our customers’ product development costs and time-to-market.
Our customers use our products to solve a wide range of signal processing challenges across our core market and segment focus areas within the industrial, automotive, consumer and communications end markets.
In many cases, DSPs are embedded with mixed signal functionality to provide System on Chip (SOC) integrated solutions, combining that analog and digital signal processing circuitry to provide a complete signal chain for demanding applications.
Markets and Applications
| Industrial | | | | | | 50% | | |
| Automotive | | | | | | 16% | | |
An excerpt. Shown here: 40 of 59 rewritten, 40 of 84 added and 40 of 73 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Cover and table of contents
46 rewritten, 8 added, 6 removed, 65 unchanged
For the fiscal year ended [removed: November 2, 2019][added: October 31, 2020]
| Massachusetts | | | | | | | | | | | | [removed: | | | | | |] 04-2348234 | | |
| *(State or other jurisdiction of incorporation or organization)* | | | | | | | | | | | | [removed: | | | | | |] *(I.R.S. Employer Identification No.)* | | |
| *(Address of principal executive offices)* | | | | | | | | | | | | [removed: | | | | | |] *(Zip Code)* | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) if the Exchange [removed: Act ☐][added: Act.]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $31,890,000,000] [added: $29,650,000,000] based on the last reported sale of the Common Stock on The Nasdaq Global Select Market on May [removed: 3, 2019.][added: 1, 2020.]
Shares of voting and non-voting stock beneficially owned by executive officers, directors and holders of more than 5% of the outstanding stock have been [added: excluded from this calculation because such persons or institutions may be deemed affiliates.]
As of [removed: November 2, 2019,] [added: October 31, 2020,] there were [removed: 368,302,369] [added: 369,484,899] shares of Common Stock, $0.16 2/3 par value per share, outstanding.
| Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held March [removed: 11, 2020] [added: 10, 2021] | | | | | | III | | |
| [Note about Forward-Looking [removed: Statements](#i_0_10)] [added: Statements](#i94492ff07edb43ba8541d108674772ce_10)] | | | [removed: [1](#i_0_10)] [added: [1](#i94492ff07edb43ba8541d108674772ce_10)] | | |
| [PART [removed: I](#i_0_13)] [added: I](#i94492ff07edb43ba8541d108674772ce_13)] | | | [removed: [2](#i_0_13)] [added: [2](#i94492ff07edb43ba8541d108674772ce_13)] | | |
| [Item 1. [removed: Business](#i_0_16)] [added: Business](#i94492ff07edb43ba8541d108674772ce_16)] | | | [removed: [2](#i_0_16)] [added: [2](#i94492ff07edb43ba8541d108674772ce_16)] | | |
| [Item 1A. Risk [removed: Factors](#i_0_19)] [added: Factors](#i94492ff07edb43ba8541d108674772ce_19)] | | | [removed: [9](#i_0_19)] [added: [10](#i94492ff07edb43ba8541d108674772ce_19)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#i_0_22)] [added: Comments](#i94492ff07edb43ba8541d108674772ce_22)] | | | [removed: [19](#i_0_22)] [added: [23](#i94492ff07edb43ba8541d108674772ce_22)] | | |
| [Item 2. [removed: Properties](#i_0_25)] [added: Properties](#i94492ff07edb43ba8541d108674772ce_25)] | | | [removed: [20](#i_0_25)] [added: [24](#i94492ff07edb43ba8541d108674772ce_25)] | | |
| [Item 3. Legal [removed: Proceedings](#i_0_28)] [added: Proceedings](#i94492ff07edb43ba8541d108674772ce_28)] | | | [removed: [21](#i_0_28)] [added: [25](#i94492ff07edb43ba8541d108674772ce_28)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#i_0_31)] [added: Disclosures](#i94492ff07edb43ba8541d108674772ce_31)] | | | [removed: [21](#i_0_31)] [added: [25](#i94492ff07edb43ba8541d108674772ce_31)] | | |
| [PART [removed: II](#i_0_37)] [added: II](#i94492ff07edb43ba8541d108674772ce_37)] | | | [removed: [23](#i_0_37)] [added: [27](#i94492ff07edb43ba8541d108674772ce_37)] | | |
| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_40)] [added: Securities](#i94492ff07edb43ba8541d108674772ce_40)] | | | [removed: [23](#i_0_40)] [added: [27](#i94492ff07edb43ba8541d108674772ce_40)] | | |
| [Item 6. Selected Financial [removed: Data](#i_0_43)] [added: Data](#i94492ff07edb43ba8541d108674772ce_43)] | | | [removed: [24](#i_0_43)] [added: [28](#i94492ff07edb43ba8541d108674772ce_43)] | | |
| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_46)] [added: Operations](#i94492ff07edb43ba8541d108674772ce_46)] | | | [removed: [26](#i_0_46)] [added: [30](#i94492ff07edb43ba8541d108674772ce_46)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i_0_52)] [added: Risk](#i94492ff07edb43ba8541d108674772ce_52)] | | | [removed: [43](#i_0_52)] [added: [44](#i94492ff07edb43ba8541d108674772ce_52)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i_0_55)] [added: Firm](#i94492ff07edb43ba8541d108674772ce_55)] | | | [removed: [45](#i_0_55)] [added: [46](#i94492ff07edb43ba8541d108674772ce_55)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#i_0_58)] [added: Data](#i94492ff07edb43ba8541d108674772ce_58)] | | | [removed: [48](#i_0_58)] [added: [49](#i94492ff07edb43ba8541d108674772ce_58)] | | |
| [Consolidated Statements of [removed: Income](#i_0_61)] [added: Income](#i94492ff07edb43ba8541d108674772ce_61)] | | | [removed: [48](#i_0_61)] [added: [49](#i94492ff07edb43ba8541d108674772ce_61)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i_0_67)] [added: Income](#i94492ff07edb43ba8541d108674772ce_64)] | | | [removed: [49](#i_0_67)] [added: [50](#i94492ff07edb43ba8541d108674772ce_64)] | | |
| [Consolidated Balance [removed: Sheets](#i_0_73)] [added: Sheets](#i94492ff07edb43ba8541d108674772ce_70)] | | | [removed: [50](#i_0_73)] [added: [51](#i94492ff07edb43ba8541d108674772ce_70)] | | |
| [Consolidated Statements of Shareholders' [removed: Equity](#i_0_79)] [added: Equity](#i94492ff07edb43ba8541d108674772ce_76)] | | | [removed: [51](#i_0_79)] [added: [52](#i94492ff07edb43ba8541d108674772ce_76)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i_0_82)] [added: Flows](#i94492ff07edb43ba8541d108674772ce_79)] | | | [removed: [52](#i_0_82)] [added: [53](#i94492ff07edb43ba8541d108674772ce_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i_0_85)] [added: Statements](#i94492ff07edb43ba8541d108674772ce_82)] | | | [removed: [53](#i_0_85)] [added: [54](#i94492ff07edb43ba8541d108674772ce_82)] | | |
| [Supplementary Financial [removed: Information](#i_0_160)] [added: Information](#i94492ff07edb43ba8541d108674772ce_157)] | | | [removed: [91](#i_0_160)] [added: [91](#i94492ff07edb43ba8541d108674772ce_157)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_163)] [added: Disclosure](#i94492ff07edb43ba8541d108674772ce_160)] | | | [removed: [92](#i_0_163)] [added: [92](#i94492ff07edb43ba8541d108674772ce_160)] | | |
| [Item 9A. Controls and [removed: Procedures](#i_0_166)] [added: Procedures](#i94492ff07edb43ba8541d108674772ce_163)] | | | [removed: [92](#i_0_166)] [added: [92](#i94492ff07edb43ba8541d108674772ce_163)] | | |
| [Item 9B. Other [removed: Information](#i_0_169)] [added: Information](#i94492ff07edb43ba8541d108674772ce_166)] | | | [removed: [94](#i_0_169)] [added: [94](#i94492ff07edb43ba8541d108674772ce_166)] | | |
| [PART [removed: III](#i_0_172)] [added: III](#i94492ff07edb43ba8541d108674772ce_169)] | | | [removed: [95](#i_0_172)] [added: [95](#i94492ff07edb43ba8541d108674772ce_169)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i_0_175)] [added: Governance](#i94492ff07edb43ba8541d108674772ce_172)] | | | [removed: [95](#i_0_175)] [added: [95](#i94492ff07edb43ba8541d108674772ce_172)] | | |
| [Item 11. Executive [removed: Compensation](#i_0_178)] [added: Compensation](#i94492ff07edb43ba8541d108674772ce_175)] | | | [removed: [95](#i_0_178)] [added: [95](#i94492ff07edb43ba8541d108674772ce_175)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_181)] [added: Matters](#i94492ff07edb43ba8541d108674772ce_178)] | | | [removed: [95](#i_0_181)] [added: [95](#i94492ff07edb43ba8541d108674772ce_178)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_184)] [added: Independence](#i94492ff07edb43ba8541d108674772ce_181)] | | | [removed: [95](#i_0_184)] [added: [95](#i94492ff07edb43ba8541d108674772ce_181)] | | |
| [Item 14. Principal Accounting Fees and [removed: Services](#i_0_187)] [added: Services](#i94492ff07edb43ba8541d108674772ce_184)] | | | [removed: [95](#i_0_187)] [added: [95](#i94492ff07edb43ba8541d108674772ce_184)] | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| One Analog Way, | | | Wilmington, | | | MA | | | | | | 01887 | | |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| Information About our [Executive Officers](#i94492ff07edb43ba8541d108674772ce_34) | | | [26](#i94492ff07edb43ba8541d108674772ce_34) | | |
| [PART IV](#i94492ff07edb43ba8541d108674772ce_187) | | | [96](#i94492ff07edb43ba8541d108674772ce_187) | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| One Technology Way, | | | Norwood, | | | MA | | | | | | 02062-9106 | | | | | | | | |
excluded from this calculation because such persons or institutions may be deemed affiliates.
| [Executive Officers of the Company](#i_0_34) | | | [22](#i_0_34) | | |
| [PART IV](#i_0_190) | | | [96](#i_0_190) | | |
An excerpt. Shown here: 40 of 46 rewritten, all 8 added and all 6 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. PROPERTIES
11 rewritten, 5 added, 2 removed, 25 unchanged
| Cavite, Philippines | | | | | | Wafer probe and testing, warehouse, engineering and administrative offices | | | | | | [removed: 873,000] [added: 832,000] sq. ft. | | |
| Wilmington, MA | | | | | | [removed: Wafer] [added: Corporate headquarters, wafer] fabrication, testing, engineering, [added: sales,] marketing and administrative offices | | | | | | [removed: 594,000] [added: 818,000] sq. ft. | | |
| Limerick, Ireland | | | | | | Wafer fabrication, wafer probe and testing, [added: warehouse and distribution,] engineering and administrative offices | | | | | | [removed: 491,000] [added: 632,000] sq. ft. | | |
| Milpitas, CA | | | | | | Wafer fabrication, test and assembly; warehouse and distribution; engineering, sales, marketing and administrative offices | | | | | | [removed: 430,000] [added: 427,000] sq. ft. | | |
| [added: Penang,] Malaysia (2) | | | | | | Assembly and engineering offices, employee parking | | | | | | 350,000 sq. ft. | | |
| Norwood, MA | | | | | | [removed: Corporate headquarters, engineering, sales and] [added: Engineering, sales,] marketing [added: and administrative] offices | | | | | | 130,000 sq. ft. | | | | | | 2022 | | | | | | 2, five-yr. periods | | |
| Bangalore, India | | | | | | Engineering [added: and administrative offices] | | | | | | 175,000 sq. ft. | | | | | | 2027 | | | | | | 1, five-yr. period | | |
| Shanghai, China | | | | | | [removed: Engineering and] [added: Engineering,] sales [added: and administrative] offices | | | | | | 59,000 sq. ft. | | | | | | 2021 | | | | | | 1, three-yr. period | | |
In addition to the properties listed in the above [removed: table,] [added: tables,] we also own or lease a number of other facilities in various locations in the United States and internationally that are used for manufacturing, engineering, sales and marketing and administration activities.
We do not anticipate experiencing significant difficulty in retaining occupancy of any of our [removed: manufacturing, office or sales] facilities through lease renewals prior to expiration or through month-to-month occupancy, or in replacing them with equivalent facilities.
For information concerning our obligations under all operating leases, see Note 9, [removed: Lease Commitments,] [added: *Leases*,] of the Notes to Consolidated Financial Statements contained in [added: Part II,] Item 8 of this Annual Report on Form 10-K.
| | | | | | | | | | | | | | | |
(1)We are planning to transition testing operations currently handled in our Singapore facility to our facilities in Penang, Malaysia and the Philippines and also to our outsourced assembly and test partners.
As a result, this property is classified as held for sale as of October 31, 2020.
Leases on the land used for this facility will also be transferred as part of the sale.
For further information concerning our held for sale assets, see Note 2e, *Property, Plant and Equipment*, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K.
Our corporate headquarters is located in Norwood, Massachusetts.
(1)Leases on the land used for this facility expire in 2021 through 2022 with an option to extend each lease for an additional 30 years.
Item 4. MINE SAFETY DISCLOSURES
7 rewritten, 0 added, 0 removed, 8 unchanged
The following table sets forth (i) the name, age and position of each of our executive officers as of November [removed: 26, 2019] [added: 24, 2020] and (ii) the business experience of each person named in the table during at least the past five years.
| Vincent Roche | | | | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer | | | | | | President and Chief Executive Officer since May 2013; President since November 2012; Vice President, Strategic Segments Group and Global Sales from October 2009 to November 2012; Vice President, Worldwide Sales from March 2001 to October 2009; Vice President and General Manager, Silicon Valley Business Units and Computer & Networking from 1999 to March 2001; Product Line Director from 1995 to 1999; and Product Marketing Manager from 1988 to 1995. | | |
| Prashanth Mahendra-Rajah | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President, Finance and Chief Financial Officer | | | | | | Senior Vice President, Finance and Chief Financial Officer since September 2017; Chief Financial Officer of WABCO Holdings Inc., a supplier of commercial vehicle technologies, from June 2014 to September 2017; Corporate Vice President and Segment CFO of the Silicon Systems Group of Applied Materials Inc., a provider of manufacturing equipment, services and software to the global semiconductor industry, from April 2012 to June 2014. | | |
| Martin Cotter | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President, Worldwide Sales and Digital Marketing | | | | | | Senior Vice President, Worldwide Sales and Digital Marketing since September 2016; Vice President Internet of Things (IoT), Healthcare, and Consumer Business Units, from November 2015 to September 2016; Vice President, Healthcare and Consumer Business Groups from November 2014 to November 2015; and VP, Communications Infrastructure Business Unit from October 2012 to November 2014. | | |
| Joseph (John) Hassett | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President, [removed: Global Operations] [added: Industrial] and [removed: Technology] [added: Consumer] | | | | | | Senior Vice President, [removed: Global Operations] [added: Industrial] and [removed: Technology] [added: Consumer] since [removed: May 2015;] [added: December 2019;] Interim Senior Vice President, Industrial, Healthcare, and Consumer [removed: since] [added: from] June [added: 2019 to December] 2019; [added: Senior] Vice [added: President, Global Operations and Technology from May 2015 to June 2019; Vice] President Assembly and Test Worldwide Manufacturing from 1994 to May 2015; and Director Assembly Operations Worldwide Manufacturing from 1990 to 1994. | | |
| Gregory Henderson | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President, Automotive, Communications and Aerospace and Defense | | | | | | Senior Vice President, Automotive, Communications and Aerospace and Defense since June 2017; Vice President, RF and Microwave Business Unit from July 2014 to June 2017; Vice President of the RF and Microwave Business Unit of Hittite Microwave Corporation, a maker of chips and related components, from October 2013 to July 2014; and Director Product Management of Harris Corporation, a defense contractor and technology provider of communications, electronic, and space and intelligence systems, from 2011 to October 2013. | | |
| Steve Pietkiewicz | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President, Power Products | | | | | | Senior Vice President, Power Products since June 2017; Vice President and General Manager of S Power Products from March 2017 to June 2017; Vice President and General Manager of S Power Products at Linear Technology Corporation, a manufacturer of high performance linear integrated circuits, from July 2007 to March 2017; General Manager, S Power Products at Linear Technology Corporation from April 2005 to July 2007; and Design Manager at Linear Technology Corporation from April 1995 to April 2005. | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 11 added, 4 removed, 15 unchanged
The table below summarizes the activity related to stock repurchases for the three months ended [removed: November 2, 2019.][added: October 31, 2020.]
[removed: (1)Includes 81,832] [added: (1)All] shares [added: repurchased related to shares] withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.
The number of holders of record of our common stock at November [removed: 22, 2019] [added: 20, 2020] was [removed: 2,059.][added: 2,019.]
On [removed: November 1, 2019,] [added: October 30, 2020,] the last reported sales price of our common stock on The Nasdaq Global Select Market was [removed: $109.37] [added: $118.53] per share.
The following graph compares cumulative total shareholder return on our common stock since [removed: November 1, 2014] [added: October 31, 2015] with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the S&P Semiconductors Index.
This graph assumes the investment of $100 on [removed: November 1, 2014] [added: October 31, 2015] in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested.
[removed: ][added: ]
On November 23, 2020, our Board of Directors declared a cash dividend of $0.62 per outstanding share of common stock.
The dividend will be paid on December 15, 2020 to all shareholders of record at the close of business on December 4, 2020 and is expected to total approximately $229.1 million.
We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors.
The payment of future dividends, if any, will be based on several factors, including our financial performance, outlook and liquidity.
In March 2020, we temporarily suspended our share repurchase program as a result of the global macroeconomic environment.
That suspension continued through the fourth quarter of fiscal 2020 given the planned acquisition of Maxim Integrated Products, Inc. We reinstated the common stock repurchase program effective November 2020 (fiscal 2021).
Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity, and other factors we deem relevant.
| August 2, 2020 through August 29, 2020 | | | | | | 9,671 | | | | | | $ | 117.38 | | | | | — | | | | | | $ | 1,893,079,550 | |
| August 30, 2020 through September 26, 2020 | | | | | | 4,702 | | | | | | $ | 114.52 | | | | | — | | | | | | $ | 1,893,079,550 | |
| September 27, 2020 through October 31, 2020 | | | | | | 44,794 | | | | | | $ | 123.86 | | | | | — | | | | | | $ | 1,893,079,550 | |
| Total | | | | | | 59,167 | | | | | | $ | 122.06 | | | | | — | | | | | | $ | 1,893,079,550 | |
| August 4, 2019 through August 31, 2019 | | | | | | 199,231 | | | | | | $ | 109.00 | | | | | 194,849 | | | | | | $ | 2,213,017,633 | |
| September 1, 2019 through September 28, 2019 | | | | | | 342,313 | | | | | | $ | 113.39 | | | | | 338,534 | | | | | | $ | 2,174,639,499 | |
| September 29, 2019 through November 2, 2019 | | | | | | 1,023,202 | | | | | | $ | 109.32 | | | | | 949,531 | | | | | | $ | 2,070,927,831 | |
| Total | | | | | | 1,564,746 | | | | | | $ | 110.17 | | | | | 1,482,914 | | | | | | $ | 2,070,927,831 | |
Item 6. SELECTED FINANCIAL DATA
165 rewritten, 134 added, 131 removed, 207 unchanged
[removed: The following table includes selected financial data for each of our last five fiscal years and] [added: - Fiscal 2017] includes the results of operations from the acquisition of Linear [added: Technology Corporation] from March 10, 2017.
See Note 6, [removed: Acquisitions,] [added: *Acquisitions*,] of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for [removed: information on the Linear acquisition.][added: further information.]
[added: -] The Company’s fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October.
Fiscal [added: 2020,] 2019, 2017, [removed: 2016,] and [removed: 2015 are] [added: 2016 were] 52-week fiscal years.
Therefore, fiscal 2018 included an additional week of operations as compared to other periods [removed: presented.][added: presented;]
| (thousands, except per share amounts) | | | [removed: 2019 | | | | | | 2018 (1) | | | | | | 2017 (1) | | | | | | 2016 | | | | | | 2015 | | |] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | | | | [added: 2016] | | |
| Statement of Income data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Revenue | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | $ | [removed: 5,246,354] [added: 6,224,689] | | | | | $ | [removed: 3,421,409] [added: 5,246,354] | | | | | $ | [removed: 3,435,092 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 3,421,409] | |
| Net income | | | $ | [removed: 1,363,011] [added: 1,220,761] | | | | | $ | [removed: 1,506,980] [added: 1,363,011] | | | | | $ | [removed: 805,379] [added: 1,506,980] | | | | | $ | [removed: 861,664] [added: 805,379] | | | | | $ | [removed: 696,878 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 861,664] | |
| Net income per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Basic | | | $ | [removed: 3.68] [added: 3.31] | | | | | $ | [removed: 4.05] [added: 3.68] | | | | | $ | [removed: 2.32] [added: 4.05] | | | | | $ | [removed: 2.79] [added: 2.32] | | | | | $ | [removed: 2.23 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.79] | |
| Diluted | | | $ | [removed: 3.65] [added: 3.28] | | | | | $ | [removed: 4.00] [added: 3.65] | | | | | $ | [removed: 2.29] [added: 4.00] | | | | | $ | [removed: 2.76] [added: 2.29] | | | | | $ | [removed: 2.20 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2.76] | |
| Dividends declared per common share | | | $ | [removed: 2.10] [added: 2.40] | | | | | $ | [removed: 1.89] [added: 2.10] | | | | | $ | [removed: 1.77] [added: 1.89] | | | | | $ | [removed: 1.66] [added: 1.77] | | | | | $ | [removed: 1.57 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1.66] | |
| Balance Sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Total assets | | | $ | [removed: 21,392,641] [added: 21,468,603] | | | | | $ | [removed: 20,438,366] [added: 21,392,641] | | | | | $ | [removed: 21,118,283] [added: 20,438,366] | | | | | $ | [removed: 7,970,278] [added: 21,118,283] | | | | | $ | [removed: 7,058,777 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 7,970,278] | |
| Debt | | | $ | [removed: 5,491,919] [added: 5,145,102] | | | | | $ | [removed: 6,332,674] [added: 5,491,919] | | | | | $ | [removed: 7,851,084] [added: 6,332,674] | | | | | $ | [removed: 1,732,177] [added: 7,851,084] | | | | | $ | [removed: 869,935 | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,732,177] | |
| [added: _______________________________________] (1) Balances [removed: for fiscal 2018 and fiscal 2017] have been restated to reflect the adoption of Accounting Standards Update (ASU) 2014-09, [removed: Revenue] [added: *Revenue] from Contracts with [removed: Customers] [added: Customers*] (ASU 2014-09). See Note 2a, [removed: Principles] [added: *Principles] of [removed: Consolidation,] [added: Consolidation*,] of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. [removed: Therefore, balances from fiscal 2016 and fiscal 2015 may not be comparable to other periods presented.] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
The following discussion includes a comparison of our Results of Operations and Liquidity and Capital Resources for the fiscal [added: years ended October 31, 2020 (fiscal 2020), the fiscal] year ended November 2, 2019 (fiscal 2019) and the fiscal year ended November 3, 2018 (fiscal 2018).
Fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2017] [added: 2019] were 52-week fiscal periods, while fiscal 2018 was a 53-week period.
Therefore, fiscal 2018 included an additional week of operations as compared to fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2017.][added: 2019.]
[removed: With the exception of items impacted by the adoption of ASU 2014-09 and resulting restatements, a] [added: A] discussion of changes in our results of operations from [removed: the] fiscal [removed: year ended October 28, 2017 (fiscal 2017)] [added: 2018] to fiscal [removed: 2018] [added: 2019] has been omitted from this Form 10-K, but may be found in “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for [removed: the] fiscal [removed: year ended November 3, 2018] [added: 2019] filed with the Securities and Exchange Commission on November [removed: 27, 2018.][added: 26, 2019.]
| | | | Fiscal Year | | | | | | | | | | | | | | | | | | [added: 2020 over 2019] | | | | | | | | | | | | 2019 over 2018 | | | | | | | | | [removed: | | | | | | | | | 2018 over 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | | | | | [removed: 2017] [added: 2018] (1) | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Revenue | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | $ | [removed: 5,246,354] [added: 6,224,689] | | | | | $ | [removed: (233,624)] [added: (388,009)] | | | | | [removed: (4)] [added: (6)] | | % | | | | $ | [removed: 978,335] [added: (233,624)] | | | | | [removed: 19] [added: (4)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Gross margin % | | | [removed: 67.0] [added: 65.9] | | % | | | | [removed: 68.3] [added: 67.0] | | % | | | | [removed: 60.4] [added: 68.3] | | % | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Net income | | | $ | [removed: 1,363,011] [added: 1,220,761] | | | | | $ | [removed: 1,506,980] [added: 1,363,011] | | | | | $ | [removed: 805,379] [added: 1,506,980] | | | | | $ | [removed: (143,969)] [added: (142,250)] | | | | | (10) | | % | | | | $ | [removed: 701,601] [added: (143,969)] | | | | | [removed: 87] [added: (10)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Net income as a % of revenue | | | [removed: 22.8] [added: 21.8] | | % | | | | [removed: 24.2] [added: 22.8] | | % | | | | [removed: 15.4] [added: 24.2] | | % | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Diluted EPS | | | $ | [removed: 3.65] [added: 3.28] | | | | | $ | [removed: 4.00] [added: 3.65] | | | | | $ | [removed: 2.29] [added: 4.00] | | | | | $ | [removed: (0.35)] [added: (0.37)] | | | | | [removed: (9)] [added: (10)] | | % | | | | $ | [removed: 1.71] [added: (0.35)] | | | | | [removed: 75] [added: (9)] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
[removed: | _______________________________________ (1)] [added: -] Balances [added: for fiscal 2018 and fiscal 2017] have been restated to reflect the adoption [added: during fiscal 2019] of Accounting Standards Update (ASU) 2014-09, [removed: *Revenue] [added: Revenue] from Contracts with [removed: Customers*] [added: Customers] (ASU 2014-09). [removed: See Note 2a, Principles of Consolidation, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
See Note [removed: 6, Acquisitions and Note] 14, [removed: Debt,] [added: *Debt*,] of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further [removed: information.][added: information on our outstanding debt.]
As data systems for capturing and tracking this data and our methodology [removed: evolves] [added: evolve] and [removed: improves,] [added: improve,] the categorization of products by end market can vary over time.
Such reclassifications typically do not materially change the sizing of, or the underlying trends of results [removed: within] [added: within,] each end market.
| | | | [removed: 2019 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2020] | | | | | | [removed: 2018 (1)] | | | | | | | | | | | | [added: 2019] | | | | | | | | | | | | | | | | | | [removed: 2017] [added: 2018] (1) | | | | | | | | | [removed: | | | | | |]
| | | | Revenue | | | | | | % of Total Product Revenue (2) | | | | | | Y/Y% | | | | | | Revenue | | | | | | % of Total Product Revenue (2) | | | | | | Y/Y% | | | | | | Revenue | | | | | | % of Total Product Revenue (2) | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Total Revenue | | | $ | 5,991,065 | |] [added: Total Revenue] | | | [removed: 100] [added: $] | [added: 5,603,056] | [removed: %] | | | | [removed: (4)] [added: 100] | | % | | | | [removed: $ | 6,224,689 | | | | | 100 | | % | | | | 19] [added: (6)] | | % | | | | [removed: $ | 5,246,354 | | | | | 100 | | % | | | |] [added: $] | [added: 5,991,065] | | | | | [added: 100] | | [added: %] | | | | [added: (4)] | | [added: %] | | | | [added: $] | [added: 6,224,689] | | | | | [added: 100] | | [added: %] |
See Note 2a, [removed: Principles] [added: *Principles] of [removed: Consolidation, in] [added: Consolidation*, of] the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.
The following tables summarize revenue by [added: sales] channel.
Other customers include the U.S. government, government prime contractors and [removed: some] [added: certain] commercial [removed: customers.][added: customers for which revenue is recorded over time.]
| | | | [removed: 2019 | | | | | | | | | | | |] [added: 2020] | | | | | | | | | [removed: 2018 (1)] | | | | | | [added: 2019] | | | | | | | | | | | | [removed: 2017] [added: 2018] (1) | | | | | | | | | [removed: | | | | | |]
The following selected financial information has been derived from the Company's historical audited consolidated financial statements and should be read in conjunction with the Consolidated Financial Statements and the accompanying notes for the corresponding fiscal years.
The following are noteworthy when comparing year to year:
Therefore, balances from fiscal 2016 may not be comparable to other periods presented; and
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*Impact of COVID-19 on our Business*
The pandemic caused by the novel strain of the coronavirus (COVID-19) has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders and shutdowns.
These measures have impacted and likely will continue to impact our workforce and operations, the operations of our customers and those of our respective vendors and suppliers.
We have significant operations worldwide, including in the United States, the Philippines, Ireland, Singapore, Malaysia, China and India.
Each of these countries has been affected by the pandemic and taken measures to try to contain it, resulting in disruptions at some of our manufacturing operations and facilities.
Since the beginning of the third quarter of fiscal 2020, our manufacturing operations and supply chain generally stabilized at normal levels, but that could change in the future given that the COVID-19 situation remains dynamic.
The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, modifying employee work locations and cancelling physical participation in meetings, events and conferences) and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and shareholders.
While we are confident that our strategy and long-term contingency planning have positioned us well to weather the current uncertainty, we cannot at this time fully quantify or forecast the impact of COVID-19 on our business.
The degree to which COVID-19 impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain, and we cannot provide assurance as to the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.
*Proposed Acquisition of Maxim Integrated Products, Inc.*
On July 12, 2020, we entered into a definitive agreement (the Merger Agreement) to acquire Maxim Integrated Products, Inc. (Maxim), an independent manufacturer of innovative analog and mixed-signal products and technologies.
Under the terms of the Merger Agreement, Maxim stockholders will receive, for each outstanding share of Maxim common stock, 0.630 of a share of our common stock.
The estimated merger consideration is approximately $23.0 billion based on the closing price of our common stock on November 20, 2020.
Following the recent approval of Maxim stockholders and our shareholders, as well as the expiration of the waiting-period applicable to U.S. regulatory approval, the transaction is subject to customary closing conditions, including receipt of certain non-U.S. regulatory approvals.
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| Industrial | | | $ | 2,987,542 | | | | | 53 | | % | | | | (1) | | % | | | | $ | 3,011,411 | | | | | 50 | | % | | | | (4) | | % | | | | $ | 3,143,566 | | | | | 51 | | % |
| Communications | | | 1,195,946 | | | | | | 21 | | % | | | | (8) | | % | | | | 1,294,960 | | | | | | 22 | | % | | | | 12 | | % | | | | 1,155,826 | | | | | | 19 | | % |
| Automotive | | | 779,276 | | | | | | 14 | | % | | | | (16) | | % | | | | 930,613 | | | | | | 16 | | % | | | | (8) | | % | | | | 1,006,886 | | | | | | 16 | | % |
| Consumer | | | 640,292 | | | | | | 11 | | % | | | | (15) | | % | | | | 754,081 | | | | | | 13 | | % | | | | (18) | | % | | | | 918,411 | | | | | | 15 | | % |
Revenue decreased across all end markets in fiscal 2020 as compared to fiscal 2019.
The revenue decreases in the Automotive end market were more pronounced as this market was impacted by lower vehicle sales and a global slowdown in production as many of our customers were required to suspend their operations in response to shelter in place orders from governments around the world in response to the COVID-19 pandemic.
The revenue decreases in the Consumer end market resulted from a broad-based decrease in demand for our products in this end market, including lower demand for products used in portable consumer applications.
The decline in the Communications end market was primarily the result of the timing of infrastructure deployment cycles and the ramp up of these cycles in certain regions during fiscal 2019.
The percentage decline in our Industrial end market was less than the overall percentage decline in total revenue as the broad-based weakness across many applications was offset by growth in the instrumentation test, healthcare and energy sectors of this end market.
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See Note 2a, *Principles of Consolidation*, of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.
Total revenue decreased in fiscal 2020 as compared to fiscal 2019.
However, revenue in China increased in fiscal 2020 as compared to fiscal 2019 as a result of the region's relatively quick recovery from COVID-19 related shutdowns as compared to other regions, as well as increases in demand across our broad market customers and stable revenue in the Communications end market attributable to the 5G ramp up.
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*Acquisition of Linear Technology Corporation*
On March 10, 2017 (Acquisition Date), we completed the acquisition of Linear Technology Corporation (Linear), a designer, manufacturer and marketer of high performance analog integrated circuits.
The total consideration paid to acquire Linear was approximately $15.8 billion, consisting of $11.1 billion in cash financed through existing cash on hand, net proceeds from bridge and term loan facilities and proceeds received from the issuance of senior unsecured notes, $4.6 billion from the issuance of our common stock and $0.1 billion of consideration related to the replacement of outstanding equity awards held by Linear employees.
The acquisition of Linear is referred to as the Acquisition.
The Consolidated Financial Statements included in this Annual Report on Form 10-K include the financial results of Linear prospectively from the Acquisition Date.
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| Industrial | | | $ | 3,003,927 | | | | | 50 | | % | | | | (4) | | % | | | | $ | 3,129,569 | | | | | 50 | | % | | | | 35 | | % | | | | $ | 2,324,686 | | | | | 44 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Communications | | | 1,284,087 | | | | | | 21 | | % | | | | 12 | | % | | | | 1,151,359 | | | | | | 18 | | % | | | | 27 | | % | | | | 908,594 | | | | | | 17 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Automotive | | | 933,143 | | | | | | 16 | | % | | | | (8) | | % | | | | 1,009,927 | | | | | | 16 | | % | | | | 33 | | % | | | | 758,115 | | | | | | 14 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer | | | 769,908 | | | | | | 13 | | % | | | | (18) | | % | | | | 933,834 | | | | | | 15 | | % | | | | (26) | | % | | | | 1,254,959 | | | | | | 24 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)Balances have been restated to reflect the adoption of ASU 2014-09.
Industrial - Industrial end market revenues decreased in fiscal 2019, as compared to fiscal year 2018, primarily as a result of a decrease in demand for products sold into the automation and memory test sectors of this end market and one less week of operations in fiscal 2019 as compared to fiscal 2018, partially offset by an increase in demand for products sold into the aerospace and defense sector of this end market.
Industrial end market revenue increased in fiscal 2018, as compared to fiscal 2017, primarily as a result of the Acquisition, which accounted for approximately $414.5 million of the increase, a broad-based increase in demand for our products in this end market and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
Communications - Communications end market revenue increased in fiscal 2019, as compared to fiscal year 2018, as a result of an increase in demand for our products sold into the wireless sector of this end market, partially offset by one less week of operations in fiscal 2019 as compared to fiscal 2018.
Communications end market revenue increased in fiscal 2018, as compared to fiscal 2017, primarily as a result of the Acquisition, which accounted for approximately $43.5 million of the increase, a broad-based increase in demand for our products in this end market and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
Automotive - Automotive end market revenue decreased in fiscal 2019, as compared to fiscal 2018, primarily as a result of a broad-based decrease in demand for our products and one less week of operations in fiscal 2019, as compared to fiscal 2018.
Automotive end market revenue increased in fiscal 2018, as compared to fiscal 2017, primarily as a result of the Acquisition, which accounted for approximately $92.6 million, a broad-based increase in demand for our products in this end market and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
Consumer - Consumer end market revenues decreased in fiscal 2019, as compared to fiscal 2018, primarily as a result of decreased demand for products used in portable consumer applications and one less week of operations in fiscal 2019 as compared to the fiscal 2018.
Consumer end market revenue decreased in fiscal 2018, as compared to fiscal 2017, primarily as a result of a decreased demand for products used in portable consumer applications, partially offset by an increase in revenue due to the Acquisition and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
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The sales decrease in the United States year-over-year in fiscal 2019 was primarily a result a of a broad-based decrease in demand for our products and one less week of operations in fiscal 2019 as compared to fiscal 2018, partially offset by an increase in demand for products sold into the aerospace and defense sectors of the Industrial end market.
The sales increase in the United States year-over-year in fiscal 2018 was primarily a result of the Acquisition, which accounted for approximately $255.3 million of the increase, contributing to an increase in demand for our products sold into the Industrial, Communications and Automotive end markets and an additional week of operations in fiscal 2018, as compared to fiscal 2017, partially offset by a decrease in demand for our products sold into the Consumer end market.
The sales increase in Europe year-over-year in fiscal 2018 was primarily a result of the Acquisition, which accounted for
approximately $145.9 million of the increase, and contributing to an increase in demand for our products sold into the Industrial end market and an additional week of operations in fiscal 2018, as compared to fiscal 2017.
The sales decrease in Japan year-over-year in fiscal 2019 was primarily a result of a broad-based decrease in demand for our products and one less week of operations in fiscal 2019 as compared to fiscal 2018, partially offset by an increase in demand for products sold into the Automotive end market.
The sales increase in Japan year-over-year in fiscal 2018 was a result of the Acquisition, which accounted for approximately $89.2 million of the increase.
The sales increase in China year-over-year in fiscal 2019 was primarily a result of an increase in demand for our products sold into the Communications end market, partially offset by decreased demand for products sold into the Consumer and Automotive end markets and one less week of operations in fiscal 2019 as compared to fiscal 2018.
The sales increase in China year-over-year in fiscal 2018 was primarily a result of the Acquisition, which accounted for approximately $93.1 million of the increase, contributing to a broad-based increase in demand for our products sold into all end markets and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
Sales in the Rest of Asia year-over-year in fiscal 2019 remained relatively flat as increase in demand for our products sold into the Communications and Automotive end markets, were partially offset by decreased demand for products sold into the Industrial end market and one less week of operations in fiscal 2019 as compared to fiscal 2018.
The sales increase in the Rest of Asia year-over-year in fiscal 2018 was primarily a result of the Acquisition, which accounted for approximately $63.4 million of the increase, contributing to a broad-based increase in demand for our products sold into the Industrial, Communications and Automotive end markets and an additional week of operations in fiscal 2018 as compared to fiscal 2017.
Gross margin percentage in fiscal 2019 decreased by 130 basis points compared to fiscal 2018, primarily as a result of lower internal utilization of our wafer fabrication facilities and a write-down of inventory primarily associated with a customer within our Communications end market.
Gross margin percentage in fiscal 2018 increased by 790 basis points compared to fiscal 2017, primarily because fiscal 2017 included cost of sales adjustments of $358.7 million related to the sale of acquired Linear inventory written up to fair value.
Additionally, the increase in gross margin percentage in fiscal 2018, as compared to fiscal 2017 was a result of a mix shift in favor of higher margin products being sold resulting from the Acquisition and lower cost of sales resulting from favorable factory variances related to increased utilization at our manufacturing facilities.
The increase in gross margin percentage in fiscal 2018 was partially offset by increases in amortization expense of developed technology intangible assets and depreciation expense related to fixed assets as a result of a full year of expense for each related to the Acquisition.
An excerpt. Shown here: 40 of 165 rewritten, 40 of 134 added and 40 of 131 removed. The counts are complete. For every sentence, read Item 6. SELECTED FINANCIAL DATA in the FY2020 filing and the FY2019 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
634 rewritten, 394 added, 332 removed, 763 unchanged
[removed: ANALOG DEVICES, INC.][added: *Analog Devices Foundation*]
Years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017][added: 2018]
| (thousands, except per share amounts) | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | | | | | [removed: 2017] [added: 2018] (1) | | | [removed: | | | | | | | | | | | | | | |]
| Revenue | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Revenue | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | $ | [removed: 5,246,354 | | | | | | | | | | | | | | |] [added: 6,224,689] | |
| Costs and Expenses | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Cost of sales | | | [removed: 1,977,315 | | | | | | 1,974,293 | | | | | | 2,078,113 | | |] [added: 1,912,578] | | | | | | [added: 1,977,315] | | | | | | [added: 1,974,293] | | |
| Gross margin | | | [removed: 4,013,750 | | | | | | 4,250,396 | | | | | | 3,168,241 | | |] [added: 3,690,478] | | | | | | [added: 4,013,750] | | | | | | [added: 4,250,396] | | |
| Operating expenses: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Research and development | | | [removed: 1,130,348 | | | | | | 1,165,047 | | | | | | 968,133 | | |] [added: 1,050,519] | | | | | | [added: 1,130,348] | | | | | | [added: 1,165,047] | | |
| Selling, marketing, general and administrative | | | [removed: 648,094 | | | | | | 695,540 | | | | | | 690,533 | | |] [added: 659,923] | | | | | | [added: 648,094] | | | | | | [added: 695,540] | | |
| Amortization of intangibles | | | [removed: 429,041 | | | | | | 428,902 | | | | | | 297,351 | | |] [added: 429,455] | | | | | | [added: 429,041] | | | | | | [added: 428,902] | | |
| Special charges | | | [removed: 95,659 | | | | | | 61,318 | | | | | | 49,463 | | |] [added: 52,337] | | | | | | [added: 95,659] | | | | | | [added: 61,318] | | |
| | | | [removed: 2,303,142 | | | | | | 2,350,807 | | | | | | 2,005,480 | | |] [added: 2,192,234] | | | | | | [added: 2,303,142] | | | | | | [added: 2,350,807] | | |
| Operating [removed: income | | | 1,710,608 | | | | | | 1,899,589 | | | | | | 1,162,761] [added: income:] | | | [added: 1,498,244] | | | | | | [added: 1,710,608] | | | | | | [added: 1,899,589] | | |
| Nonoperating [removed: (income) expenses: | | | | | | | | | | | | | | |] [added: expense (income):] | | | | | | | | | | | | | | | | | |
| Interest expense | | | [removed: 229,075 | | | | | | 253,589 | | | | | | 250,840 | | |] [added: 193,305] | | | | | | [added: 229,075] | | | | | | [added: 253,589] | | |
| Interest income | | | [removed: (10,229) | | | | | | (9,383) | | | | | | (30,333) | | |] [added: (4,305)] | | | | | | [added: (10,229)] | | | | | | [added: (9,383)] | | |
| Other, net | | | [removed: 6,034 | | | | | | 69 | | | | | | 7,507 | | |] [added: (2,373)] | | | | | | [added: 6,034] | | | | | | [added: 69] | | |
| | | | [removed: 224,880 | | | | | | 244,275 | | | | | | 228,014 | | |] [added: 186,627] | | | | | | [added: 224,880] | | | | | | [added: 244,275] | | |
| Earnings | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Income before income taxes | | | [removed: 1,485,728 | | | | | | 1,655,314 | | | | | | 934,747 | | |] [added: 1,311,617] | | | | | | [added: 1,485,728] | | | | | | [added: 1,655,314] | | |
| Provision for income taxes | | | [removed: 122,717 | | | | | | 148,334 | | | | | | 129,368 | | |] [added: 90,856] | | | | | | [added: 122,717] | | | | | | [added: 148,334] | | |
| Net income | | | $ | [removed: 1,363,011] [added: 1,220,761] | | | | | $ | [removed: 1,506,980] [added: 1,363,011] | | | | | $ | [removed: 805,379 | | | | | | | | | | | | | | |] [added: 1,506,980] | |
| Shares used to compute earnings per common share — [removed: Basic | | | 369,133 | | | | | | 370,430 | | | | | | 346,371] [added: basic] | | | [added: 368,633] | | | | | | [added: 369,133] | | | | | | [added: 370,430] | | |
| Shares used to compute earnings per common share — [removed: Diluted | | | 372,871 | | | | | | 374,938 | | | | | | 350,484] [added: diluted] | | | [added: 371,973] | | | | | | [added: 372,871] | | | | | | [added: 374,938] | | |
| Basic earnings per common share | | | $ | [removed: 3.68] [added: 3.31] | | | | | $ | [removed: 4.05] [added: 3.68] | | | | | $ | [removed: 2.32 | | | | | | | | | | | | | | |] [added: 4.05] | |
| Diluted earnings per common share | | | $ | [removed: 3.65] [added: 3.28] | | | | | $ | [removed: 4.00] [added: 3.65] | | | | | $ | [removed: 2.29 | | | | | | | | | | | | | | |] [added: 4.00] | |
| _______________________________________ (1) Balances have been restated to reflect the adoption of Accounting Standards Update (ASU) 2014-09, *Revenue from Contracts with Customers* (ASU 2014-09). See Note 2a, [removed: Principles] [added: *Principles] of [removed: Consolidation, in] [added: Consolidation*, of] the Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| (thousands) | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | | | | | [removed: 2017] [added: 2018] (1) | | | [removed: | | | | | | | | | | | | | | |]
| Foreign currency translation adjustment [removed: (net of taxes of $0 in 2019, $0 in 2018 and $1,556 in 2017)] | | | [removed: (1,365) | | | | | | (6,222) | | | | | | 1,572 | | |] [added: 3,224] | | | | | | [added: (1,365)] | | | | | | [added: (6,222)] | | |
| Change in fair value of available-for-sale securities [removed: (net of taxes of $0 in 2019, $0 in 2018 and $35 in 2017)] | | | [removed: 10 | | | | | | (10) | | | | | | (517) | | |] [added: —] | | | | | | [added: 10] | | | | | | [added: (10)] | | |
| Change in unrecognized gains/losses on derivative instruments designated as cash flow hedges: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Changes in fair value of derivatives (net of [removed: taxes] [added: tax] of [removed: $29,401] [added: $17,468] in [removed: 2019, $416] [added: 2020, $29,401] in [removed: 2018] [added: 2019] and [removed: $920] [added: $416] in [removed: 2017) | | | (111,327) | | | | | | (1,863) | | | | | | 3,806] [added: 2018)] | | | [added: (51,437)] | | | | | | [added: (111,327)] | | | | | | [added: (1,863)] | | |
| Adjustment for realized gain/loss reclassified into earnings (net of [removed: taxes] [added: tax] of [removed: $1,518] [added: $158] in [removed: 2019, $94] [added: 2020, $1,518] in [removed: 2018] [added: 2019] and [removed: $1,326] [added: $94] in [removed: 2017) | | | 7,667 | | | | | | (1,613) | | | | | | 4,199] [added: 2018)] | | | [added: (839)] | | | | | | [added: 7,667] | | | | | | [added: (1,613)] | | |
| Total change in derivative instruments designated as cash flow hedges, net of tax | | | [removed: (103,660) | | | | | | (3,476) | | | | | | 8,005 | | |] [added: (52,276)] | | | | | | [added: (103,660)] | | | | | | [added: (3,476)] | | |
| Changes in accumulated other comprehensive loss — pension plans: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]
| Change in actuarial loss/gain (net of [removed: taxes] [added: tax] of [removed: $5,734] [added: $5,167] in [removed: 2019, $2,363] [added: 2020, $5,734] in [removed: 2018] [added: 2019] and [removed: $355] [added: $2,363] in [removed: 2017) | | | (24,344) | | | | | | 12,616 | | | | | | 3,513] [added: 2018)] | | | [added: (10,231)] | | | | | | [added: (24,344)] | | | | | | [added: 12,616] | | |
| Total change in accumulated other comprehensive loss — pension plans, net of tax | | | [removed: (24,344) | | | | | | 12,627 | | | | | | 3,395 | | |] [added: (10,231)] | | | | | | [added: (24,344)] | | | | | | [added: 12,627] | | |
| Other comprehensive (loss) income | | | [removed: (129,359) | | | | | | 2,919 | | | | | | 12,455 | | |] [added: (59,283)] | | | | | | [added: (129,359)] | | | | | | [added: 2,919] | | |
| Change in transition asset | | | — | | | | | | — | | | | | | 10 | | |
| Change in prior service cost/income | | | — | | | | | | — | | | | | | 1 | | |
October 31, 2020 and November 2, 2019
| Cash and cash equivalents | | | $ | 1,055,860 | | | | | $ | 648,322 | |
| | | | 3,885,656 | | | | | | 3,811,257 | | |
| Other investments | | | 86,729 | | | | | | 77,324 | | |
| Goodwill | | | 12,278,425 | | | | | | 12,256,880 | | |
| | | | $ | 21,468,603 | | | | | $ | 21,392,641 | |
| | | | $ | 21,468,603 | | | | | $ | 21,392,641 | |
Years ended October 31, 2020, November 2, 2019 and November 3, 2018
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of Accounting Standards Update 2018-02 | | | | | | | | | | | | | | | | | | | | | 2,379 | | | | | | (2,379) | | |
| Net Income — 2020 | | | | | | | | | | | | | | | | | | | | | 1,220,761 | | | | | | | | |
| Dividends declared and paid - $2.40 per share | | | | | | | | | | | | | | | | | | | | | (886,155) | | | | | | | | |
| Issuance of stock as charitable contribution | | | 336 | | | | | | 56 | | | | | | 39,944 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation expense | | | | | | | | | | | | | | | 149,518 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (59,283) | | |
| Common stock repurchased | | | (2,263) | | | | | | (377) | | | | | | (244,110) | | | | | | | | | | | | | | |
| BALANCE, OCTOBER 31, 2020 | | | 369,485 | | | | | | $ | 61,582 | | | | | $ | 4,949,586 | | | | | $ | 7,236,238 | | | | | $ | (249,461) | |
Years ended October 31, 2020, November 2, 2019 and November 3, 2018
| Net income | | | $ | 1,220,761 | | | | | $ | 1,363,011 | | | | | $ | 1,506,980 | |
| Non-cash contribution to charitable foundation | | | 40,000 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | |
Years ended October 31, 2020, November 2, 2019 and November 3, 2018
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Change in transition asset (net of taxes of $0 in 2019, $0 in 2018 and $1 in 2017) | | | — | | | | | | 10 | | | | | | 14 | | | | | | | | | | | | | | | | | |
| Change in prior service cost/income (net of taxes of $0 in 2019, $0 in 2018 and $61 in 2017) | | | — | | | | | | 1 | | | | | | (132) | | | | | | | | | | | | | | | | | |
| | | | 3,811,257 | | | | | | 3,527,825 | | |
| Other investments | | | 30,170 | | | | | | 28,730 | | |
| | | | $ | 21,392,641 | | | | | $ | 20,438,366 | |
| Other non-current liabilities | | | 192,783 | | | | | | 112,337 | | |
_______________________________________
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| BALANCE, OCTOBER 29, 2016 (1) | | | 308,171 | | | | | | $ | 51,363 | | | | | $ | 402,270 | | | | | $ | 4,975,764 | | | | | $ | (73,814) | | | | | | | |
| Activity in Fiscal 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Income — 2017 (1) | | | | | | | | | | | | | | | | | | | | | 805,379 | | | | | | | | | | | | | | |
| Dividends declared and paid | | | | | | | | | | | | | | | | | | | | | (602,119) | | | | | | | | | | | | | | |
| Issuance of stock in connection with acquisition | | | 55,884 | | | | | | 9,314 | | | | | | 4,584,341 | | | | | | | | | | | | | | | | | | | | |
| Replacement share-based awards issued in connection with acquisition | | | | | | | | | | | | | | | 33,530 | | | | | | | | | | | | | | | | | | | | |
| Common stock repurchased | | | (572) | | | | | | (95) | | | | | | (46,438) | | | | | | | | | | | | | | | | | | | | |
| Activity in Fiscal 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax benefit — equity based awards | | | | | | | | | | | | | | | 7,741 | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,919 | | | | | | | | |
| Activity in Fiscal 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operations | | | | | | | | | | | | | | | | | |
| Cost of goods sold for inventory acquired | | | — | | | | | | — | | | | | | 358,718 | | |
| Deferred compensation plan investments | | | (7,301) | | | | | | (7,484) | | | | | | (7,358) | | |
| Prepaid income tax | | | (2,322) | | | | | | 133 | | | | | | 2,679 | | |
| Deferred compensation plan liability | | | 7,308 | | | | | | 7,484 | | | | | | 7,358 | | |
| Investing Activities | | | | | | | | | | | | | | | | | |
| Purchases of short-term available-for-sale investments | | | — | | | | | | — | | | | | | (705,485) | | |
| Maturities of short-term available-for-sale investments | | | — | | | | | | — | | | | | | 3,362,792 | | |
| Sales of short-term available-for-sale investments | | | — | | | | | | — | | | | | | 577,187 | | |
| Financing Activities | | | | | | | | | | | | | | | | | |
| Proceeds from derivative instruments | | | — | | | | | | — | | | | | | 3,904 | | |
| Payments of deferred financing fees | | | — | | | | | | — | | | | | | (5,625) | | |
| Cash and cash equivalents at beginning of year | | | 816,591 | | | | | | 1,047,838 | | | | | | 921,132 | | |
Since the Company's inception in 1965, it has focused on solving its customers’ toughest signal processing engineering challenges and playing a fundamental role in efficiently converting, conditioning, and processing real-world phenomena such as temperature, pressure, sound, light, speed, and motion into electrical signals to be used in a wide array of electronic applications.
The Company produces innovative products and technologies that accurately and securely sense, measure, connect, interpret and power, allowing its customers to intelligently bridge the physical and digital domains.
The Company's fusion of cutting-edge sensors, data converters, amplifiers and linear products, radio frequency (RF) ICs, power management products, and other signal processing products with deep industry expertise allows it to create robust technology platforms that meet a broad spectrum of customer and market needs.
As new generations of applications evolve - such as autonomous vehicles, 5G networks, intelligent factories, and smart healthcare devices - the demand for Analog Devices’ high-performance analog signal processing and digital signal processing (DSP) products and technologies is increasing.
The additional week in fiscal 2018 was included in the first quarter ended February 3, 2018.
An excerpt. Shown here: 40 of 634 rewritten, 40 of 394 added and 40 of 332 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 1 added, 1 removed, 35 unchanged
(a) *Evaluation of Disclosure Controls and Procedures.* Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of [removed: November 2, 2019.][added: October 31, 2020.]
Based on the evaluation of our disclosure controls and procedures as of [removed: November 2, 2019,] [added: October 31, 2020,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Our management assessed the effectiveness of our internal control over financial reporting as of [removed: November 2, 2019.][added: October 31, 2020.]
Based on this assessment, our management concluded that, as of [removed: November 2, 2019,] [added: October 31, 2020,] our internal control over financial reporting is effective based on those criteria.
We have audited Analog Devices, Inc.’s internal control over financial reporting as of [removed: November 2, 2019,] [added: October 31, 2020,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Analog Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of [removed: November 2, 2019,] [added: October 31, 2020,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Analog Devices, Inc. as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended [removed: November 2, 2019,] [added: October 31, 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated November [removed: 26, 2019] [added: 24, 2020] expressed an unqualified opinion thereon.
(d) *Changes in Internal Controls over Financial Reporting.* No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended [removed: November 2, 2019] [added: October 31, 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
November 24, 2020
November 26, 2019
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
5 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this item relating to our directors and nominees is contained under the caption “Proposal 1 — Election of Directors” contained in our [removed: 2020] [added: 2021] proxy statement to be filed with the U.S. Securities and Exchange Commission (the SEC) within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Information required by this item relating to our executive officers is contained under the caption [removed: “EXECUTIVE OFFICERS OF THE REGISTRANT”] [added: “INFORMATION ABOUT OUR EXECUTIVE OFFICERS”] in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.
[removed: Information] [added: If applicable, information] required by this item relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 [removed: is] [added: will be] contained under the caption [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
During fiscal [removed: 2019,] [added: 2020,] we made no material change to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our [removed: 2019] [added: 2020] proxy statement.
Information required by this item relating to the audit committee of our Board of Directors is contained under the caption “Corporate Governance — Board of Directors Meetings and Committees — Audit Committee” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is contained under the captions “Corporate Governance — Director Compensation” and “Information About Executive Compensation” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
2 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item relating to security ownership of certain beneficial owners and management is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Information required by this item relating to securities authorized for issuance under equity compensation plans is contained under the caption “Information About Executive Compensation — Securities Authorized for Issuance Under Equity Compensation Plans” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item relating to transactions with related persons is contained under the caption “Corporate Governance — Certain Relationships and Related Transactions” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Information required by this item relating to director independence is contained under the caption “Corporate Governance — Determination of Independence” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Information required by this item is contained under the caption “Corporate Governance — Independent Registered Public Accounting Firm Fees and Other Matters” in our [removed: 2020] [added: 2021] proxy statement to be filed with the SEC within 120 days after [removed: November 2, 2019] [added: October 31, 2020] and is incorporated herein by reference.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
27 rewritten, 13 added, 5 removed, 80 unchanged
| | | | — | | | Consolidated Statements of Income for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, 2018 [removed: and October 28, 2017] | | |
| | | | — | | | Consolidated Statements of Comprehensive Income for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, 2018 [removed: and October 28, 2017] | | |
| | | | — | | | Consolidated Balance Sheets as of [added: October 31, 2020 and] November 2, 2019 [removed: and November 3, 2018] | | |
| | | | — | | | Consolidated Statements of Shareholders’ Equity for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, 2018 [removed: and October 28, 2017] | | |
| | | | — | | | Consolidated Statements of Cash Flows for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, 2018 [removed: and October 28, 2017] | | |
| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of July [removed: 2](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm)[6](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm)[,] [added: 26,] 2016, by and among Analog Devices, Inc., Linear Technology Corporation [removed: and](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm) [Agreement] and [added: Agreement and] Plan of Merger, dated as of July 26, 2016, by and among Analog Devices, Inc., Linear Technology Corporation and Tahoe Acquisition [removed: Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm) [Acquisition] [added: Corp. Acquisition] Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm), filed as exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on July 29, 2016 and incorporated herein by reference. | | |
| [removed: †*10.5] [added: *10.5] | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a4thamendmenttodcp0002.htm)[ourth] [added: [Fourth] Amendment to the Analog Devices, Inc. Amended and Restated Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a4thamendmenttodcp0002.htm).] [added: Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a4thamendmenttodcp0002.htm), filed as exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 2019 (File No. 1-7819) as filed with the Commission on November 26, 2019 and incorporated herein by reference.] | | |
| *10.15 | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/6281/000000628118000018/q118exhibit107.htm) [](http://www.sec.gov/Archives/edgar/data/6281/000000628118000018/q118exhibit107.htm)[Performance] [added: of Performance] Restricted Stock Unit Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628118000018/q118exhibit107.htm), filed as exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 3, 2018 (File No. 1-7819) as filed with the Commission on February 28, 2018 and incorporated herein by reference. | | |
| *10.16 | | | | | | [Form of [removed: Relative](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit101-tsrprsu.htm) [TSR] [added: Relative TSR] Performance Restricted Stock Unit [removed: Agre](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit101-tsrprsu.htm)[ement] [added: Agreement] for Employees for [removed: us](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit101-tsrprsu.htm)[age] [added: usage] under the Company's Amended and Restated 2006 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit101-tsrprsu.htm), filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No. 1-7819) as filed with the Commission on May 22, 2019 and incorporated herein by reference. | | |
| *10.17 | | | | | | [removed: [F](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm)[orm] [added: [Form] of [removed: Financial](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm) [K](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm)[ey](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm) [Metric] [added: Financial Key Metric] Performance Restricted Stock Unit Agreement for Employees for usage under the Company's [removed: A](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm)[mended] [added: Amended] and Restated 2006 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628119000089/q219exhibit102-finprsu.htm), filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No. 1-7819) as filed with the Commission on May 22, 2019 and incorporated herein by reference. | | |
| [removed: *10.21] [added: *10.27] | | | | | | [removed: [Amended and Restated 2019] [added: [2020] Executive Performance Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628119000013/q119exhibit104.htm),] [added: Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a3bfy20executiveperfor.htm),] filed as exhibit [removed: 10.4] [added: 10.22] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the fiscal [removed: quarter] [added: year] ended [removed: February] [added: November] 2, 2019 (File No. 1-7819) as filed with the Commission on [removed: February 20,] [added: November 26,] 2019 and incorporated herein by reference. | | |
| [removed: *10.22] [added: *10.29] | | | | | | [Form of Employee Retention Agreement](http://www.sec.gov/Archives/edgar/data/6281/000119312512243459/d308637dex101.htm), filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2012 (File No. 1-7819) as filed with the Commission on May 22, 2012 and incorporated herein by reference. | | |
| [removed: *10.23] [added: *10.30] | | | | | | [Employee Change in Control Severance Policy of Analog Devices, Inc., as amended](http://www.sec.gov/Archives/edgar/data/6281/000095013500000300/0000950135-00-000300.txt), filed as exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 1999 (File No. 1-7819) as filed with the Commission on January 28, 2000 and incorporated herein by reference. | | |
| [removed: *10.24] [added: *10.31] | | | | | | [Senior Management Change in Control Severance Policy of Analog Devices, Inc., as amended](http://www.sec.gov/Archives/edgar/data/6281/000095013500000300/0000950135-00-000300.txt), filed as exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 1999 (File No. 1-7819) as filed with the Commission on January 28, 2000 and incorporated herein by reference. | | |
| [removed: *10.25] [added: *10.32] | | | | | | [Offer Letter for Prashanth Mahendra-Rajah, dated August 4, 2017,](http://www.sec.gov/Archives/edgar/data/6281/000000628117000144/adi-10282017xex1028.htm) filed as exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended October 28, 2017 (File No. 1-7819) as filed with the Commission on November 22, 2017 and incorporated herein by reference. | | |
| [removed: *10.26] [added: *10.33] | | | | | | [Form of Indemnification Agreement for Directors and Officers](http://www.sec.gov/Archives/edgar/data/6281/000095013508007596/b72976adexv10w30.htm), filed as exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2008 (File No. 1-7819) as filed with the Commission on November 25, 2008 and incorporated herein by reference. | | |
| [removed: *10.27] [added: *10.34] | | | | | | [Credit Agreement, dated as [removed: of](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex101.htm) [June] [added: of June] 28, [removed: 2019](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex101.htm)[,] [added: 2019,] among Analog Devices, Inc., as Borrower, JPMorgan Chase Bank, N.A. as Administrative Agent and each lender from time to time party thereto](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex101.htm), filed as exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on July 1, 2019 and incorporated herein by reference. | | |
| [removed: *10.28] [added: *10.35] | | | | | | [removed: [Second](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm) [Amendment and Restate](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)[d](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)] [added: [Second Amend](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)[ed](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm) [and Restated](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm) [Credit](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)] [Agreement, dated as [removed: of](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm) [June 28](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)[, 201](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)[9](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm)[,] [added: of June 28, 2019,] among Analog Devices, Inc., as Borrower, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer and each lender from time to time party thereto](http://www.sec.gov/Archives/edgar/data/6281/000119312519187384/d772370dex102.htm), filed as exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on July 1, 2019 and incorporated herein by reference. | | |
| †21 | | | | | | [removed: [S](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit211122019.htm)[ubsidiaries] [added: [Subsidiaries] of the [removed: Company](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit211122019.htm)[.](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit211122019.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify20-ex21subsidiari.htm)] | | |
| †23 | | | | | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit23-consent.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex23xconsent.htm)] | | |
| †31.1 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive [removed: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex311.htm)] [added: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex311.htm)] | | |
| †31.2 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial [removed: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex312.htm)] [added: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex312.htm)] | | |
| †32.1 | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex321.htm)[ertification] [added: [Certification] Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex321.htm)[.](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex321.htm)] [added: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex321.htm)] | | |
| †32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex322.htm)[.](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/adi-1122019xex322.htm)] [added: Officer).](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex322.htm)] | | |
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017,] [added: 2018,] (ii) Consolidated Balance Sheets as of [removed: November 2, 2019] [added: October 31, 2020] and November [removed: 3, 2018,] [added: 2, 2019,] (iii) Consolidated Statements of Shareholders’ Equity for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017,] [added: 2018,] (iv) Consolidated Statements of Comprehensive Income for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017,] [added: 2018,] (v) Consolidated Statements of Cash Flows for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017,] [added: 2018,] (vi) Notes to Consolidated Financial Statements for the years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017.][added: 2018.]
Years ended [added: October 31, 2020,] November 2, [removed: 2019,] [added: 2019 and] November 3, [removed: 2018 and October 28, 2017][added: 2018]
| Valuation [removed: Reserve] [added: Allowance] for Deferred Tax Asset: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of July 12, 2020, by and among Analog Devices, Inc., Maxim Integrated Products, Inc. and Magneto Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312520192918/d934725dex21.htm), filed as exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on July 15, 2020 and incorporated herein by reference. | | |
| 4.6 | | | | | | [Supplemental Indenture, dated April 8, 2020, between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/6281/000119312520101422/d904144dex42.htm) (including the form of note contained therein), filed as exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on April 8, 2020 and incorporated herein by reference. | | |
| 4.7 | | | | | | [Description of Registrant's Securities](http://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit46descriptionof.htm), filed as exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 2019 (File No. 1-7819) as filed with the Commission on November 26, 2019 and incorporated herein by reference. | | |
| *10.21 | | | | | | [Analog Devices, Inc. 2020 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000119312520013584/d796344ddef14a.htm), filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 1-7819), as filed with the Commission on January 24, 2020 and incorporated herein by reference. | | |
| *10.22 | | | | | | [Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628120000013/financialprsuagreement.htm), filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No. 1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference. | | |
| *10.23 | | | | | | [Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan,](http://www.sec.gov/Archives/edgar/data/6281/000000628120000013/globalnqagreementappen.htm) filed as exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No. 1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference. | | |
| *10.24 | | | | | | [Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan,](http://www.sec.gov/Archives/edgar/data/6281/000000628120000013/globalrsuagreement2020.htm) filed as exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No. 1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference. | | |
| *10.25 | | | | | | [Form of Restricted Stock Unit Agreement for Directors for usage under the Company's 2020 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/6281/000000628120000013/directorannualrsuagree.htm), filed as exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No. 1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference. | | |
| *10.26 | | | | | | [Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan,](http://www.sec.gov/Archives/edgar/data/6281/000000628120000013/tsrprsuagreement2020eq.htm) filed as exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No. 1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference. | | |
| †*10.28 | | | | | | [2021 Executive Performance Incentive Plan.](https://www.sec.gov/Archives/edgar/data/6281/000000628120000156/adify2010k-ex1028execu.htm) | | |
YEAR ENDED OCTOBER 31, 2020
| Year ended October 31, 2020 | | | | | | $ | 8,387 | | | | | $ | 1,318 | | | | | $ | — | | | | | $ | 5,355 | | | | | $ | 4,350 | |
| Year ended October 31, 2020 | | | | | | $ | 116,349 | | | | | $ | 37,622 | | | | | $ | 159 | | | | | $ | — | | | | | $ | 154,130 | |
| †4.6 | | | | | | [Description of Registrant's Securities](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/exhibit46descriptionof.htm). | | |
| †*10.22 | | | | | | [2](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a3bfy20executiveperfor.htm)[020 Executive Perf](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a3bfy20executiveperfor.htm)[ormance Incentive Plan](https://www.sec.gov/Archives/edgar/data/6281/000000628119000144/a3bfy20executiveperfor.htm). | | |
YEAR ENDED NOVEMBER 2, 2019
| Year ended October 28, 2017 | | | | | | $ | 5,117 | | | | | $ | 12,284 | | | | | $ | — | | | | | $ | 10,188 | | | | | $ | 7,213 | |
| Year ended October 28, 2017 | | | | | | $ | 67,094 | | | | | $ | (7,778) | | | | | $ | — | | | | | $ | 5,529 | | | | | $ | 53,787 | |
Item 16. FORM 10-K SUMMARY
15 rewritten, 7 added, 6 removed, 31 unchanged
| ANALOG DEVICES, INC. | | | | | | [removed: | | |]
| By: | | | /s/ Vincent Roche | | | [removed: | | |]
| | | | Vincent Roche President and Chief Executive Officer (Principal Executive Officer) | | | [removed: | | |]
Date: November [removed: 26, 2019][added: 24, 2020]
| /s/ Ray Stata | | | | | | Chairman of the Board | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Vincent Roche | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Prashanth Mahendra-Rajah | | | | | | Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Michael Sondel | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ James A. Champy | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Anantha P. Chandrakasan | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Bruce R. Evans | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Edward H. Frank | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Karen Golz | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Mark M. Little | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| /s/ Kenton J. Sicchitano | | | | | | Director | | | | | | November [removed: 26, 2019] [added: 24, 2020] | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| /s/ Dr. Laurie H. Glimcher | | | | | | Director | | | | | | November 24, 2020 | | |
| Dr. Laurie H. Glimcher | | | | | | | | | | | | | | |
| /s/ Susie Wee | | | | | | Director | | | | | | November 24, 2020 | | |
| Susie Wee | | | | | | | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ Neil Novich | | | | | | Director | | | | | | November 26, 2019 | | |
| Neil Novich | | | | | | | | | | | | | | |
| /s/ Lisa T. Su | | | | | | Director | | | | | | November 26, 2019 | | |
| Lisa T. Su | | | | | | | | | | | | | | |