Analog Devices (ADI) 10-K risk factor changes: FY2021 vs FY2020

Risks Related to [removed: the Proposed] [added: our] Acquisition of Maxim Integrated Products, [removed: Inc.][added: Inc. (Maxim)]

[removed: We] [added: The combined company has and] will [added: continue to] incur [removed: significant acquisition-related] [added: restructuring and integration] costs in connection with the [removed: Maxim acquisition, and the combined company could incur substantial expenses related to the integration of Maxim.][added: merger.]

We have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two [removed: companies, as well as transaction fees and other costs related to the merger.][added: companies.]

The costs related to restructuring [removed: will be] [added: are being] expensed as a cost of the ongoing results of [removed: operations of either us or the combined company.][added: operations.]

The merger involves the combination of two companies which [removed: currently operate, and] [added: operated,] until the completion of the [removed: merger will continue to operate,] [added: merger,] as independent public companies.

There can be no assurances that [removed: our respective] [added: the two] businesses can be integrated successfully.

[added: It is possible that the integration process could result in the loss of key employees from both] companies, the loss of customers, the disruption of [removed: our, Maxim’s or both companies’] ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall [removed: post-completion] integration process that takes longer than originally anticipated.

[removed: The combined company will be required to] [added: Management must] devote [removed: management] attention and resources to integrating [removed: its] [added: the combined company's] business practices and [removed: operations, and prior to the merger, management attention and resources will be required to plan for such integration.][added: operations.]

Potential difficulties the combined company may encounter [removed: in] [added: as] the integration process [added: continues] include the following:

- integrating personnel [added: and operations] from the two companies while maintaining focus on providing consistent, high-quality products and services, especially in the COVID-19 environment which has required employees to work remotely in some locations;

- potential unknown liabilities and unforeseen [removed: increased expenses, delays] or [removed: regulatory conditions associated with the merger;] [added: increased costs] and [added: expenses; and]

- [removed: our and/or Maxim's] performance shortfalls as a result of the diversion of management’s attention caused by [removed: completing the merger and] integrating the companies’ operations.

An inability to realize the full extent of the anticipated benefits of the [removed: merger and the other transactions contemplated by the Merger Agreement,] [added: merger,] as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

Actual growth and cost savings, if achieved, may be lower than what we [removed: and Maxim] expect and may take longer to achieve than anticipated.

If we [removed: and Maxim] are not able to adequately address integration challenges, we may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

[removed: These] [added: The COVID-19 pandemic, and the numerous] measures [added: implemented by government authorities in response,] have adversely impacted and are expected to [removed: further] [added: continue to] adversely impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.

[removed: We have significant operations worldwide, including in the United States, the Philippines, Ireland, Singapore, Malaysia, China, and India, and each] [added: 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 [added: facilities, including restrictions on our access to] facilities.

Increased restrictions on or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, [removed: would] [added: could] limit our capacity to meet customer demand and have a material adverse effect on our business, financial condition and results of operations.

The spread of COVID-19 has caused us to modify our business [removed: practices, including] [added: practices by, among other things,] restricting employee travel, modifying employee work locations, and canceling physical participation in meetings, events and [removed: 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, and suppliers.][added: conferences.]

[removed: Such actions] [added: Any of these changes] may [added: adversely impact our business operations or customer relationships and] result in further disruptions to our supply chain, manufacturing operations and facilities, and [removed: workforce.][added: workplace.]

[removed: We] [added: Although these alterations to our business practices are intended to minimize the spread of COVID-19, we] cannot provide assurance that such measures will be sufficient to mitigate the risks posed by COVID-19, and [added: if a significant number of] our [added: employees or members of our board of directors become ill, our] ability to perform critical functions could be harmed.

The COVID-19 pandemic has significantly increased economic and demand uncertainty and [removed: has caused an economic slowdown that is likely to continue and] [added: could] result in a global recession.

The [removed: degree to which] [added: full extent of] the [added: impact of the] pandemic [removed: impacts] [added: on] our business, financial condition and results of operations will depend on future developments, which are highly uncertain, including the [removed: scope and] [added: continued] duration [added: and severity] of the pandemic, the [added: spread of more contagious variants of the virus, the adoption rate of vaccines, the] actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.

Continuing political and global macroeconomic uncertainty, including related to the COVID-19 pandemic, trade and political disputes between the United States and China, [added: China-Taiwan relations,] and the United Kingdom's 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.

We have significant operations and manufacturing facilities outside the United States, including in Ireland, the Philippines, [removed: Singapore] [added: Thailand,] and Malaysia.

- political, legal and economic changes, crises or instability and civil unrest in markets in which we do business, [removed: including] [added: such as] potential macroeconomic weakness related to trade and political disputes between the United States and China, [added: changes in China-Taiwan relations that may adversely affect our operations in Taiwan, our customers, and] the [added: technology industry supply chain, the] United Kingdom's withdrawal from the European Union and the implementation of the United States-Mexico-Canada Agreement;

[removed: For example, the U.S. government has recently] [added: In addition,] expanded export restrictions [removed: that] [added: may] limit our ability to sell to certain Chinese companies and to third parties that do business with those companies.

These restrictions [added: have created and] may [removed: negatively impact demand for our products, including by causing] [added: continue to create uncertainty and caution with] our current or [removed: potential] [added: prospective] customers [added: and may cause them] to amass large inventories of our products, replace our products with products from another supplier that is not subject to the export restrictions, or focus on building indigenous semiconductor capacity to reduce reliance on U.S. suppliers.

In addition, our success in the Chinese markets may be adversely affected by China's continuously evolving policies, laws and regulations, including those relating to antitrust, [removed: cybersecurity] [added: cybersecurity, data protection] and data [removed: protection,] [added: privacy,] the environment, indigenous innovation and the promotion of a domestic semiconductor industry, and intellectual property rights and enforcement and protection of those rights.

We carry outside basis differences in certain of our subsidiaries, primarily arising from acquisition accounting adjustments and [added: certain] undistributed earnings that are considered indefinitely reinvested.

- the effects of adverse economic conditions in the markets in which we sell our [removed: products;][added: products, including inflationary pressures;]

Our effective tax rate for the fiscal year ended October [removed: 31, 2020] [added: 30, 2021] 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 [removed: worldwide, including our current transfer pricing appeal in Ireland;] [added: worldwide;] 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 [added: 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.]

[removed: Further, if orders or forecasts for products that] meet a customer’s unique requirements are canceled or unrealized we may be left with an inventory of unsaleable products, causing potential inventory write-offs, and hindering our ability to recover our costs.

In [removed: addition, in] certain instances, one of our vendors may be the sole source of highly specialized processing services or materials.

In addition to leveraging an outsourcing model for manufacturing operations, we also rely on our internal manufacturing operations located in the United States, Ireland, the Philippines, [removed: Singapore] [added: Thailand] and Malaysia.

The demand for our products is subject to the strength of our four major end markets of Industrial, [added: Automotive,] Communications, [removed: Automotive] and Consumer.

These capacity expansions by us and other semiconductor manufacturers could also lead to overcapacity in our target markets [added: which could lead to price erosion that would adversely impact our operating results.]

[removed: In addition, if any of our products contain defects, or have reliability, quality or] compatibility problems not capable of being resolved, our reputation may be damaged, which could make it more difficult for us to sell our products to customers and which could also adversely affect our operating results.

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 [added: coverage, increase our engineering workforce, expand our technical skill sets or enhance our technological capabilities.]

*We will incur substantial expenses related to the integration of Maxim.*

We completed our acquisition of Maxim, which we refer to as the acquisition or the merger, on August 26, 2021.

We have significant operations worldwide, including in the United States, the Philippines, Ireland, Thailand, Malaysia, China, and India.

It is uncertain what the full extent of the impact, and duration, of such measures and potential future measures may be and how such measures will affect our vendors and suppliers.

As a result of our changed workplace practices, many of our employees are temporarily working remotely.

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, and suppliers, which may cause even further disruption.

Further, if orders or forecasts for products that

With respect to TSMC in particular, geopolitical changes in China-Taiwan relations could disrupt TSMC’s operations, which would adversely affect our ability to manufacture certain products.

Recently, we have experienced increased demand leading to a constrained supply environment which we believe will continue in the near term.

In

addition, our manufacturing processes require availability of certain raw materials and supplies.

Limited or delayed access to these items could adversely affect our results of operations.

In addition, if any of our products contain defects, or have reliability, quality or

*Our results of operations could be affected by natural disasters in the locations in which we operate.*

In addition, global climate change can result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding, and could disrupt the availability of water necessary for the operation of our fabrication facilities located in semi-arid regions.

During 2021, the west coast of the U.S. experienced historic wildfires where we have operations and manufacturing facilities.

The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear, but could be severe.

In particular, climate change concerns and the potential resulting environmental impact may result in new environmental, health, and safety laws and regulations that may affect us, our suppliers, and our customers.

Such laws or regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us.

These costs may adversely impact our results of operations and financial condition.

*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 need to pay some of these costs regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger.

We will bear many of these costs even if the merger is not completed.

While we have assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.

It is possible that the integration process could result in the loss of key employees from both

Based on the [removed: $925.0] [added: $500.0] million of our floating rate debt outstanding as of October [removed: 31, 2020,] [added: 30, 2021,] our annual interest expense would change by approximately [removed: $9.3] [added: $5.0] million for each 100 basis point increase in interest rates.

In certain [removed: instances] [added: instances,] we utilize interest rate derivatives to manage interest rate exposure on both outstanding debt as well as future issuances.

As of October 31, [removed: 2020 and November 2, 2019,] [added: 2020,] for each 100 basis point decrease in the ten-year U.S. Treasury rate, the fair value of our outstanding derivative instruments would [removed: change] [added: have changed] by approximately $102.0 [removed: million and $100.0 million, respectively.][added: million.]

Based on our marketable securities outstanding as of October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] our annual interest income would change by approximately [removed: $10.6] [added: $19.7] million and [removed: $6.5] [added: $10.6] million, respectively, for each 100 basis point increase in interest rates.

Based on investment positions as of October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] 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 October [removed: 31, 2020,] [added: 30, 2021,] we had [removed: $4.3] [added: $6.8] billion in principal amount of senior unsecured notes outstanding, with a fair value of [removed: $4.8] [added: $7.1] billion.

The fair values of our notes as of October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] assuming a hypothetical 100 basis point increase in market interest rates, are as follows:

| | | | October [removed: 31, 2020] [added: 30, 2021] | | | | | | | | | | | | | | | | | | [removed: November 2, 2019] [added: October 31, 2020] | | | | | | | | | | | | | | |

| 2021 Notes, due December 2021 | | | [removed: 400,000] [added: $] | [added: —] | | | | | [removed: 408,565] [added: $] | [added: —] | | | | | [removed: 404,170] [added: $] | [added: —] | | | | | [removed: 400,000] [added: $] | [added: 400,000] | | | | | [removed: 402,591] [added: $408,565] | | | | | | [removed: 394,524] [added: $] | [added: 404,170] | |

| [added: Maxim] 2023 Notes, due June 2023 | | | [removed: 500,000] [added: —] | | | | | | [removed: 526,855] [added: —] | | | | | | [removed: 513,874] [added: —] | | | | | | 500,000 | | | | | | [removed: 511,190] [added: 526,855] | | | | | | [removed: 494,186] [added: 513,874] | | |

| 2023 Notes, due December 2023 | | | [removed: 550,000] [added: —] | | | | | | [removed: 590,177] [added: —] | | | | | | [removed: 572,965] [added: —] | | | | | | 550,000 | | | | | | [removed: 567,159] [added: 590,177] | | | | | | [removed: 545,897] [added: 572,965] | | |

| 2025 Notes, due April 2025 | | | 400,000 | | | | | | [removed: 434,919] [added: 423,265] | | | | | | [removed: 417,225] [added: 409,725] | | | | | | [removed: —] [added: 400,000] | | | | | | [removed: —] [added: 434,919] | | | | | | [removed: —] [added: 417,225] | | |

| 2025 Notes, due December 2025 | | | [removed: 850,000] [added: —] | | | | | | [removed: 969,033] [added: —] | | | | | | [removed: 924,695] [added: —] | | | | | | 850,000 | | | | | | [removed: 914,567] [added: 969,033] | | | | | | [removed: 866,162] [added: 924,695] | | |

| 2026 Notes, due December 2026 | | | 900,000 | | | | | | [removed: 1,017,505] [added: 986,243] | | | | | | [removed: 962,821] [added: 941,160] | | | | | | 900,000 | | | | | | [removed: 940,192] [added: 1,017,505] | | | | | | [removed: 883,276] [added: 962,821] | | |

| 2036 Notes, due December 2036 | | | [removed: 250,000] [added: 144,278] | | | | | | [removed: 298,153] [added: 176,960] | | | | | | [removed: 265,210] [added: 158,110] | | | | | | 250,000 | | | | | | [removed: 270,891] [added: 298,153] | | | | | | [removed: 240,492] [added: 265,210] | | |

| 2045 Notes, due December 2045 | | | [removed: 400,000] [added: 332,587] | | | | | | [removed: 538,788] [added: 469,592] | | | | | | [removed: 463,425] [added: 404,287] | | | | | | 400,000 | | | | | | [removed: 491,439] [added: 538,788] | | | | | | [removed: 423,591] [added: 463,425] | | |

Relative to foreign currency exposures existing at October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] a 10% unfavorable movement in foreign currency exchange rates over the course of the year would result in approximately [removed: $18.5] [added: $39.5] million of losses and [removed: $12.1] [added: $18.5] million of losses, respectively, in changes in earnings or cash flows.

Based on the credit ratings of our counterparties as of October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019:][added: October 31, 2020:]

| | | | October [removed: 31, 2020] [added: 30, 2021] | | | | | | [removed: November 2, 2019] [added: October 31, 2020] | | |

| Fair value of forward exchange contracts [removed: assets] | | | $ | [removed: 5,427] [added: (8,085)] | | | | | $ | [removed: —] [added: 5,427] | |

| Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset | | | $ | [removed: 21,859] [added: 26,673] | | | | | $ | [removed: 20,810] [added: 21,859] | |

| Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability | | | $ | [removed: (20,276)] [added: (41,034)] | | | | | $ | [removed: (19,269)] [added: (20,276)] | |

We have audited the accompanying consolidated balance sheets of Analog Devices, Inc. (the Company) as of October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020,] [added: 30, 2021,] 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 [removed: November 24, 2020] [added: December 3, 2021] expressed an unqualified opinion thereon.

| *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: 2020,] [added: 2021,] sales to distributors were [removed: $3.2] [added: $4.6] billion net of expected price protection discounts and rights of return for which the liability balance as of October [removed: 31, 2020] [added: 30, 2021] was [removed: $229.8] [added: $664.2] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an [removed: understanding,] [added: understanding over the Company's process to calculate the variable consideration. With the exception of the portion of the balance that related to Maxim Integrated Products, Inc., we also] evaluated the design and tested the operating effectiveness of [removed: controls over] the [removed: Company's process to calculate the variable consideration.] [added: relevant controls.] For example, we tested controls over the appropriateness of assumptions management used as well as controls over the completeness and accuracy of the data underlying estimates of expected price protection discounts and returns. Our audit procedures included, among others, inspecting contractual terms in distributor agreements and testing the underlying data used in management’s calculation for completeness and accuracy as well as evaluating the significant assumptions used in the estimation of variable consideration. We evaluated the Company’s methods and assumptions used in the estimates, which included comparing the assumptions to historical trends. We inspected and tested the results of the Company's retrospective review analysis of actual returns and price protection discounts claimed by distributors, evaluated the estimates made based on historical experience and performed sensitivity analyses of the Company’s significant assumptions to assess the impact on the variable consideration. We also evaluated whether the Company appropriately considered new information that could significantly change the estimated future price protection discounts or returns. | | |

As of October 30, 2021, we had no outstanding interest rate derivative instruments.

| 2023 Notes, due March 2023 | | | 500,000 | | | | | | 520,236 | | | | | | 513,273 | | | | | | — | | | | | | — | | | | | | — | | |

| 2024 Notes, due October 2024 | | | 500,000 | | | | | | 500,482 | | | | | | 486,201 | | | | | | — | | | | | | — | | | | | | — | | |

| Maxim 2027 Notes, due June 2027 | | | 500,000 | | | | | | 542,942 | | | | | | 515,866 | | | | | | — | | | | | | — | | | | | | — | | |

| 2028 Notes, due October 2028 | | | 750,000 | | | | | | 743,109 | | | | | | 696,554 | | | | | | — | | | | | | — | | | | | | — | | |

| 2031 Notes, due October 2031 | | | 1,000,000 | | | | | | 996,702 | | | | | | 912,196 | | | | | | — | | | | | | — | | | | | | — | | |

| 2041 Notes, due October 2041 | | | 750,000 | | | | | | 758,246 | | | | | | 652,754 | | | | | | — | | | | | | — | | | | | | — | | |

| 2051 Notes, due October 2051 | | | 1,000,000 | | | | | | 1,029,830 | | | | | | 848,513 | | | | | | — | | | | | | — | | | | | | — | | |

| --- | --- | --- | --- | --- | --- |

| | | | Accounting for Acquisitions – Valuation of Identified Intangibles | | |

| *Description of the Matter* | | | During 2021, the Company completed its acquisition of Maxim Integrated Products, Inc. (Maxim) for total consideration of $27.9 billion, as disclosed in Note 6 to the consolidated financial statements. The transaction was accounted for as a business combination. Auditing the Company's accounting for its acquisition of Maxim was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identifiable intangible assets of $12.4 billion, which principally consisted of developed technology and customer relationships. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The Company used discounted cash flow models to measure the developed technology and customer relationship intangible assets. The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., annual revenue growth rates, developed technology obsolescence rates and customer attrition rates). These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| | | | | | |

| *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 accounting for acquisitions process. For example, we tested controls over the appropriateness of the valuation model, assumptions management used as well as controls over the completeness and accuracy of the data underlying the valuation of the developed technology and customer relationship intangible assets. To test the estimated fair value of the developed technology and customer relationship intangible assets, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data supporting the significant assumptions and estimates used by the Company in the valuation. We tested significant assumptions through a combination of procedures, as applicable for each assumption, including comparing them to current and forecasted industry and economic trends, as well as to the historical results of the acquired business and other guideline companies within the same industry. With the assistance of our valuation specialists, we evaluated the methodology used by the Company and significant assumptions included in the fair value estimates. | | |

December 3, 2021

| 2020 Notes, due March 2020 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 300,000 | | | | | $ | 300,872 | | | | | $ | 299,793 | |

| 2021 Notes, due January 2021 | | | — | | | | | | — | | | | | | — | | | | | | 450,000 | | | | | | 454,634 | | | | | | 449,354 | | |

Adoption of ASU No. 2016-02

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended October 31, 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, *Leases (Topic 842)*, and the related amendments.

Adoption of ASU No. 2016-16

As discussed in Note 12 to the consolidated financial statements, the Company changed its method of accounting for the income tax consequences of intra-entity transfers, other than inventory, in the year ended November 2, 2019 due to the adoption of ASU No. 2016-16, *Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory*.

| | | | Goodwill – Quantitative Impairment Assessment | | |

| *Description of the Matter* | | | The Company’s consolidated goodwill balance was $12.3 billion as of 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 each of its eight reporting units. The quantitative impairment assessment involves the comparison of the fair value of each reporting unit to its respective carrying amount. The Company used a weighting of the income and market approaches to determine the fair value of 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 each reporting unit. In particular, the fair value estimate 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 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 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. | | |

November 24, 2020

Analog Devices, Inc. (we, Analog Devices or the Company) is a leading global high-performance [removed: analog technology] [added: semiconductor] company dedicated to solving our customers' most complex engineering challenges.

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, [removed: digital signal] [added: edge] processors [removed: (DSP)] and other sensors.

We strive to be the destination for the world's best engineering talent with a team of more than [removed: 7,600] [added: 11,000] engineers.

- 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; [removed: 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 [removed: solutions.][added: solutions; and]

We were incorporated in Massachusetts in 1965 with [added: our] corporate headquarters [added: near Boston] in [removed: the Boston, Massachusetts area.][added: Wilmington, Massachusetts.]

[removed: In addition, we] [added: We] have manufacturing facilities primarily in the United States, Ireland and Southeast Asia.

We sell our ICs to [removed: more than 125,000 end] customers worldwide, many of whom use products spanning our core technologies in a wide range of applications.

We begin with our existing core technologies, which leverage our [removed: data conversion, amplification,] [added: analog and mixed signal, power management,] RF and microwave, [removed: microelectromechanical systems (MEMS), power management] [added: edge processors] and [removed: DSP capabilities,] [added: other sensors,] and devise solutions that more closely meet the needs of a specific customer or group of customers.

Our [removed: analog IC] customers include original equipment manufacturers (OEMs) and customers who build electronic subsystems for integration into larger systems.

Our product offerings include more than [removed: 45,000 SKUs] [added: 75,000 stock keeping units (SKUs)] that can be aggregated into the following general categories:

- [removed: *Converters*—We] [added: *Analog and Mixed Signal*—We] are a leading supplier of data converter products.

- *Digital Signal Processing and System Products* [removed: *(DSPs)*— DSPs] [added: *(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.

We sell our products globally [removed: to more than 125,000 end customers] through a direct sales force, third-party distributors, independent sales representatives and via our website.

We have direct sales offices, sales representatives and/or distributors in over 50 [removed: countries outside North America.][added: countries.]

We make sales to distributors under agreements that allow certain distributors to receive price adjustment credits and to return qualifying products for credit, as determined by us, in order [added: to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory.]

In some of our markets where end-user demand may be particularly volatile and difficult to predict, some customers place orders that require us to manufacture product and have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even [removed: any, of the product.]

| End Market* | | | | | | Percent of Fiscal [removed: 2020] [added: 2021] Revenue | | | | | | Percent of Fiscal [removed: 2019] [added: 2020] Revenue | | | | | | Percent of Fiscal [removed: 2018] [added: 2019] Revenue | | |

The following describes some of the characteristics of, and customer products within, our major end markets of Industrial, [removed: Communications, Automotive] [added: Automotive, Communications] and Consumer:

Our [removed: automation and] instrumentation [added: and measurement] market includes applications such as:

[removed: *Defense/Aerospace*] [added: *Aerospace/Defense*] — The defense, commercial avionics and space markets all require high-performance ICs that meet rigorous environmental and reliability specifications.

Many of our [removed: analog] ICs can be supplied in versions that meet these standards.

| • [removed: Cellular base station equipment] [added: Microwave backhaul systems] | | | | | | • Optical and cable networking equipment for data center and carrier providers | | |

| • [removed: Microwave backhaul systems] [added: Cellular base station equipment] | | | | | | • Satellite and terrestrial broadband access equipment | | |

Our focus is on audio/video applications that lead to [removed: a more enriching] [added: an enriched] in-cabin experience, electrification applications that improve vehicle range and reduce emissions, and mission-critical perception and navigation applications that enable vehicles to more clearly sense the external environment.

| • | | | | | | [removed: Video] [added: Car audio, voice] processing and connectivity | | | | | | | | | | | | | | | | | | • | | | | | | Battery monitoring and management systems | | |

| • Portable devices (smart phones, tablets and wearable devices) for media and vital signs [removed: motoring] [added: monitoring] applications | | | | | | • Prosumer audio/video equipment | | |

We believe that competitive performance in the marketplace for signal processing products depends upon multiple factors, including technological innovation, strength of brand, diversity of product portfolio, product performance, technical support, delivery capabilities, customer service quality, reliability and price, with the relative importance of these factors [removed: varying among products, markets, and customers.]

[removed: | •] [added: Acquisition of] Maxim Integrated Products, [removed: Inc. | | | | | | • Texas Instruments Inc. | | |][added: Inc.]

| • Microchip Technology [removed: Inc.] [added: Incorporated] | | | | | | [added: • Qorvo, Inc.] | | |

[removed: In addition,] [added: Outside of the commitments window noted above,] as is customary in the semiconductor industry, we allow most orders to be canceled or deliveries to be delayed by customers without significant penalty, while also allowing certain distributors to receive price adjustment credits and to return qualifying products for credit, as determined by us, in order to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory.

Our IC products are fabricated on proprietary processes at our internal production facilities in Wilmington, Massachusetts; [removed: Milpitas, California;] Camas, Washington; [added: Beaverton, Oregon;] and Limerick, Ireland and also on a mix of proprietary and non-proprietary processes at third-party wafer fabricators.

We currently source approximately half of our wafer requirements annually internally and the [removed: other half] [added: remaining] from third-party wafer fabrication foundries, such as Taiwan Semiconductor Manufacturing Company (TSMC) and others, typically where deep-submicron lithography capabilities and/or large manufacturing capacity is required.

In addition, we operate an assembly and wafer sort facility in Penang, Malaysia, and test facilities in the Philippines and [removed: Singapore.][added: Thailand.]

As of October [removed: 31, 2020,] [added: 30, 2021,] we held approximately [removed: 3,629] [added: 4,700] U.S. patents and approximately [removed: 693 non-provisional] [added: 400 published] pending U.S. patent applications with expiration dates ranging from [removed: 2020] [added: 2021] through [removed: 2040.][added: 2041.]

We are a member of the Responsible Business Alliance, which was formerly known as the Electronic Industry Citizenship [removed: Coalition.][added: Coalition, as well as a participant of the United Nations Global Compact and the Business Ambition for 1.5°C campaign.]

Our Corporate Responsibility Report (CRR) states our commitment to [removed: reducing Greenhouse gas emissions, conserving] [added: be carbon neutral by calendar year 2030 and achieve net zero emissions by calendar year 2050, to conserve] resources by consuming less energy and water, [removed: complying] [added: to comply] with our code of business conduct and ethics, and [removed: applying] [added: to apply] fair labor standards, among other things.

[removed: We are not including the] information contained in our CRR in, [removed: or] [added: nor] incorporating it by reference into, this Annual Report on Form 10-K.

Approximately [removed: 58%] [added: 60%] of our workforce is male and [removed: 42%] [added: 40%] female.

Our senior leadership team is [removed: 84%] [added: 70%] male and [removed: 16%] [added: 30%] female, while manager roles are approximately [removed: 79%] [added: 74%] male and [removed: 21%] [added: 26%] female.

- the acquisition of Maxim Integrated Products, Inc. (Maxim) completed on August 26, 2021 and further described below, which strengthens our position as a high-performance analog semiconductor company.

On August 26, 2021 (Acquisition Date), we completed the acquisition of Maxim, an independent manufacturer of innovative analog and mixed-signal products and technologies.

Pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020 (the Merger Agreement), Maxim stockholders received, for each outstanding share of Maxim common stock, 0.6300 of a share of the Company’s common stock as of the Acquisition Date, for total consideration of approximately $28.0 billion of our common stock.

The acquisition of Maxim is referred to as the Acquisition.

any, of the product.

| Industrial | | | | | | 55% | | | | | | 54 | | % | | | | 50 | | % |

| Automotive | | | | | | 17% | | | | | | 14 | | % | | | | 16 | | % |

| Communications | | | | | | 16% | | | | | | 21 | | % | | | | 22 | | % |

| Consumer | | | | | | 12% | | | | | | 11 | | % | | | | 13 | | % |

*Industrial Automation* — We are a leader in industrial automation because we deliver robust, high performance solutions that impact our planet and people—from our deep motion and process control expertise and precision sensing measurement and interpretation, to expansive connectivity and power capabilities.

We take real-world phenomena in the most complex environments on the factory floor, and translate it into valuable insights and outcomes.

We co-create with customers to architect robotics systems and solutions that improve dynamic behavior and precision while enhancing worker safety, machine health, and manufacturing flexibility—delivering energy efficiency and sustainability.

Our industrial automation market includes applications such as:

| • Condition-based monitoring (CbM) | | | | | | • Industrial power supplies | | |

| • Industrial robotics | | | | | | • Industrial motion control | | |

| • Factory and process control | | | | | | | | |

*Instrumentation & Measurement* — Advances in wireless communication technology, autonomous vehicles, energy storage, human machine interfaces and cloud-connected sensors that help form the Internet of Things are driving the demand for faster and more precise measurement capabilities in smaller form-factors.

Our semiconductors and advanced packaging technologies form the foundation of next-generation electronic test and measurement solutions for measuring the electrical parameters in applications such as these, enabling the research, development and production of future electronic systems.

In addition, our ICs have set the standard for precision in battery formation and test, which is critical for ensuring battery quality and safety in electric vehicles.

| • Automated test equipment | | | | | | • Battery formation and test | | |

| • Weigh scales | | | | | | • Chemical analysis and analytical instruments | | |

| • Remote patient monitoring | | | | | | • Point-of-care diagnostics | | |

| • | | | | | | Video processing and connectivity | | | | | | | | | | | | | | | | | | | | | | | | | | |

| • Data centers & data storage | | | | | | | | |

varying among products, markets, and customers.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| • STMicroelectronics N.V. | | | | | | • Texas Instruments Incorporated | | |

| • Xilinx, Inc. | | | | | | | | |

Recently, we have experienced increased demand within the semiconductor industry leading to a constrained supply environment which we believe will continue in the near term.

We have added manufacturing capacity to address some of the increased demand and we have also required customers to commit to orders for up to a twenty week period prior to shipment to give us better visibility into the backlog.

Given the current demand environment in the semiconductor industry, we expect to face a constrained supply environment in the near term.

We are working to balance these constraints as we shift our global resources and add capacity where appropriate.

Legacy Analog Devices' sites have ISO 45001 health and safety certification, with the exception of one site from the acquisition of Linear Technology Corporation which is planned for certification to the same standard by the second quarter of fiscal 2022.

As part of our integration efforts, management is assessing the path to certification for Maxim sites.

We are neither including the

To further strengthen these commitments to environmental, social and governance (ESG) initiatives, we recently deployed three sustainable finance instruments.

In April 2020, we completed our inaugural green bond issuance of $400 million, marking our leadership as the first semiconductor company and one of the first U.S. technology companies to issue a green bond in the U.S. debt capital markets.

In June 2021, we refinanced our revolving credit facility with a new $2.5 billion sustainability-linked revolving credit facility, becoming one of the first semiconductor companies to use this instrument.

In October 2021, we issued our inaugural sustainability-linked $750 million bond offering.

These transactions support our commitment to environmental sustainability by linking financing to the achievement of our ambitious ESG targets.

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.

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.

to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory.

| Industrial | | | | | | 53% | | | | | | 50 | | % | | | | 51 | | % |

| Communications | | | | | | 21% | | | | | | 22 | | % | | | | 19 | | % |

| Automotive | | | | | | 14% | | | | | | 16 | | % | | | | 16 | | % |

| Consumer | | | | | | 11% | | | | | | 13 | | % | | | | 15 | | % |

*Industrial Automation and Instrumentation* — Advances in automation and instrumentation are driving significant enhancements in efficiency and productivity.

We provide solutions that enable greater flexibility, automation and digitization of manufacturing and other industrial settings.

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.

There is a trend towards development of products focused on particular sub-applications, which incorporate combinations of analog, mixed-signal, and DSP ICs to achieve the necessary functionality.

Our automation and instrumentation customers are differentiated through the use of the highest performance analog and mixed-signal ICs available.

| • Process control systems | | | | | | • Oscilloscopes | | |

| • Connected motion and robotics | | | | | | • Lab, chemical, and environmental analyzers | | |

| • Environmental control systems | | | | | | • Weigh scales | | |

| • Disease management, e.g. hypertension and diabetes | | | | | | • Point-of-care diagnostics | | |

| • | | | | | | Car audio, voice processing and connectivity | | | | | | | | | | | | | | | | | | • | | | | | | Inertial MEMS solutions for mission critical navigation, stability and safety systems | | |

Although we have experienced shortages of components, materials and external foundry services from time to time, these items have generally been available to us as needed.

All legacy Analog Devices' sites have ISO 45001 health and safety certification, while sites acquired as part of our acquisition of Linear are working towards certification to the same standard.

As of October 31, 2020, we had approximately 15,900 full-time employees, of whom approximately 7,600 are in engineering roles where our employees share a passion for solving customers' most complex problems.

Our latest survey completed in fiscal 2020 had a participation rate of over 80% of all our employees and the survey results indicated that we excel in areas including initiative, empowerment, opportunities to learn and grow and overall culture.

For the fiscal year ended October [removed: 31, 2020][added: 30, 2021]

Commission [removed: File No.] [added: file number] 1-7819

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (Sec.][added: (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company”] [added: company,”] and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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) [removed: if] [added: of] the Exchange Act.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $29,650,000,000] [added: $42,211,000,000] based on the last reported sale of the Common Stock on The Nasdaq Global Select Market on [removed: May 1, 2020.][added: April 30, 2021.]

As of October [removed: 31, 2020,] [added: 30, 2021,] there were [removed: 369,484,899] [added: 525,330,672] 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: 10, 2021] [added: 9, 2022] | | | | | | III | | |

| [Note about Forward-Looking [removed: Statements](#i94492ff07edb43ba8541d108674772ce_10)] [added: Statements](#iaec4a723e453454e8c9952bc9031b1c7_10)] | | | [removed: [1](#i94492ff07edb43ba8541d108674772ce_10)] [added: [1](#iaec4a723e453454e8c9952bc9031b1c7_10)] | | |

| [Item 1. [removed: Business](#i94492ff07edb43ba8541d108674772ce_16)] [added: Business](#iaec4a723e453454e8c9952bc9031b1c7_16)] | | | [removed: [2](#i94492ff07edb43ba8541d108674772ce_16)] [added: [2](#iaec4a723e453454e8c9952bc9031b1c7_16)] | | |

| [Item 1A. Risk [removed: Factors](#i94492ff07edb43ba8541d108674772ce_19)] [added: Factors](#iaec4a723e453454e8c9952bc9031b1c7_19)] | | | [removed: [10](#i94492ff07edb43ba8541d108674772ce_19)] [added: [11](#iaec4a723e453454e8c9952bc9031b1c7_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i94492ff07edb43ba8541d108674772ce_22)] [added: Comments](#iaec4a723e453454e8c9952bc9031b1c7_22)] | | | [removed: [23](#i94492ff07edb43ba8541d108674772ce_22)] [added: [22](#iaec4a723e453454e8c9952bc9031b1c7_22)] | | |

| [Item 2. [removed: Properties](#i94492ff07edb43ba8541d108674772ce_25)] [added: Properties](#iaec4a723e453454e8c9952bc9031b1c7_25)] | | | [removed: [24](#i94492ff07edb43ba8541d108674772ce_25)] [added: [23](#iaec4a723e453454e8c9952bc9031b1c7_25)] | | |

| [Item 3. Legal [removed: Proceedings](#i94492ff07edb43ba8541d108674772ce_28)] [added: Proceedings](#iaec4a723e453454e8c9952bc9031b1c7_28)] | | | [removed: [25](#i94492ff07edb43ba8541d108674772ce_28)] [added: [24](#iaec4a723e453454e8c9952bc9031b1c7_28)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i94492ff07edb43ba8541d108674772ce_31)] [added: Disclosures](#iaec4a723e453454e8c9952bc9031b1c7_31)] | | | [removed: [25](#i94492ff07edb43ba8541d108674772ce_31)] [added: [24](#iaec4a723e453454e8c9952bc9031b1c7_31)] | | |

| Information About our [Executive [removed: Officers](#i94492ff07edb43ba8541d108674772ce_34)] [added: Officers](#iaec4a723e453454e8c9952bc9031b1c7_34)] | | | [removed: [26](#i94492ff07edb43ba8541d108674772ce_34)] [added: [25](#iaec4a723e453454e8c9952bc9031b1c7_34)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i94492ff07edb43ba8541d108674772ce_40)] [added: Securities](#iaec4a723e453454e8c9952bc9031b1c7_40)] | | | [removed: [27](#i94492ff07edb43ba8541d108674772ce_40)] [added: [26](#iaec4a723e453454e8c9952bc9031b1c7_40)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i94492ff07edb43ba8541d108674772ce_46)] [added: Operations](#iaec4a723e453454e8c9952bc9031b1c7_46)] | | | [removed: [30](#i94492ff07edb43ba8541d108674772ce_46)] [added: [28](#iaec4a723e453454e8c9952bc9031b1c7_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i94492ff07edb43ba8541d108674772ce_52)] [added: Risk](#iaec4a723e453454e8c9952bc9031b1c7_52)] | | | [removed: [44](#i94492ff07edb43ba8541d108674772ce_52)] [added: [41](#iaec4a723e453454e8c9952bc9031b1c7_52)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i94492ff07edb43ba8541d108674772ce_55)] [added: Firm](#iaec4a723e453454e8c9952bc9031b1c7_55)] | | | [removed: [46](#i94492ff07edb43ba8541d108674772ce_55)] [added: [43](#iaec4a723e453454e8c9952bc9031b1c7_55)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i94492ff07edb43ba8541d108674772ce_58)] [added: Data](#iaec4a723e453454e8c9952bc9031b1c7_58)] | | | [removed: [49](#i94492ff07edb43ba8541d108674772ce_58)] [added: [45](#iaec4a723e453454e8c9952bc9031b1c7_58)] | | |

| [Consolidated Statements of [removed: Income](#i94492ff07edb43ba8541d108674772ce_61)] [added: Income](#iaec4a723e453454e8c9952bc9031b1c7_61)] | | | [removed: [49](#i94492ff07edb43ba8541d108674772ce_61)] [added: [45](#iaec4a723e453454e8c9952bc9031b1c7_61)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i94492ff07edb43ba8541d108674772ce_64)] [added: Income](#iaec4a723e453454e8c9952bc9031b1c7_64)] | | | [removed: [50](#i94492ff07edb43ba8541d108674772ce_64)] [added: [46](#iaec4a723e453454e8c9952bc9031b1c7_64)] | | |

| [Consolidated Balance [removed: Sheets](#i94492ff07edb43ba8541d108674772ce_70)] [added: Sheets](#iaec4a723e453454e8c9952bc9031b1c7_67)] | | | [removed: [51](#i94492ff07edb43ba8541d108674772ce_70)] [added: [47](#iaec4a723e453454e8c9952bc9031b1c7_67)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i94492ff07edb43ba8541d108674772ce_76)] [added: Equity](#iaec4a723e453454e8c9952bc9031b1c7_70)] | | | [removed: [52](#i94492ff07edb43ba8541d108674772ce_76)] [added: [48](#iaec4a723e453454e8c9952bc9031b1c7_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i94492ff07edb43ba8541d108674772ce_79)] [added: Flows](#iaec4a723e453454e8c9952bc9031b1c7_76)] | | | [removed: [53](#i94492ff07edb43ba8541d108674772ce_79)] [added: [49](#iaec4a723e453454e8c9952bc9031b1c7_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i94492ff07edb43ba8541d108674772ce_82)] [added: Statements](#iaec4a723e453454e8c9952bc9031b1c7_79)] | | | [removed: [54](#i94492ff07edb43ba8541d108674772ce_82)] [added: [50](#iaec4a723e453454e8c9952bc9031b1c7_79)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i94492ff07edb43ba8541d108674772ce_160)] [added: Disclosure](#iaec4a723e453454e8c9952bc9031b1c7_139)] | | | [removed: [92](#i94492ff07edb43ba8541d108674772ce_160)] [added: [88](#iaec4a723e453454e8c9952bc9031b1c7_139)] | | |

| [Item 9A. Controls and [removed: Procedures](#i94492ff07edb43ba8541d108674772ce_163)] [added: Procedures](#iaec4a723e453454e8c9952bc9031b1c7_142)] | | | [removed: [92](#i94492ff07edb43ba8541d108674772ce_163)] [added: [88](#iaec4a723e453454e8c9952bc9031b1c7_142)] | | |

| [Item 9B. Other [removed: Information](#i94492ff07edb43ba8541d108674772ce_166)] [added: Information](#iaec4a723e453454e8c9952bc9031b1c7_145)] | | | [removed: [94](#i94492ff07edb43ba8541d108674772ce_166)] [added: [90](#iaec4a723e453454e8c9952bc9031b1c7_145)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i94492ff07edb43ba8541d108674772ce_172)] [added: Governance](#iaec4a723e453454e8c9952bc9031b1c7_151)] | | | [removed: [95](#i94492ff07edb43ba8541d108674772ce_172)] [added: [91](#iaec4a723e453454e8c9952bc9031b1c7_151)] | | |

| [Item 11. Executive [removed: Compensation](#i94492ff07edb43ba8541d108674772ce_175)] [added: Compensation](#iaec4a723e453454e8c9952bc9031b1c7_154)] | | | [removed: [95](#i94492ff07edb43ba8541d108674772ce_175)] [added: [91](#iaec4a723e453454e8c9952bc9031b1c7_154)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i94492ff07edb43ba8541d108674772ce_178)] [added: Matters](#iaec4a723e453454e8c9952bc9031b1c7_157)] | | | [removed: [95](#i94492ff07edb43ba8541d108674772ce_178)] [added: [91](#iaec4a723e453454e8c9952bc9031b1c7_157)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i94492ff07edb43ba8541d108674772ce_181)] [added: Independence](#iaec4a723e453454e8c9952bc9031b1c7_160)] | | | [removed: [95](#i94492ff07edb43ba8541d108674772ce_181)] [added: [91](#iaec4a723e453454e8c9952bc9031b1c7_160)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i94492ff07edb43ba8541d108674772ce_184)] [added: Services](#iaec4a723e453454e8c9952bc9031b1c7_163)] | | | [removed: [95](#i94492ff07edb43ba8541d108674772ce_184)] [added: [91](#iaec4a723e453454e8c9952bc9031b1c7_163)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i94492ff07edb43ba8541d108674772ce_190)] [added: Schedules](#iaec4a723e453454e8c9952bc9031b1c7_169)] | | | [removed: [96](#i94492ff07edb43ba8541d108674772ce_190)] [added: [92](#iaec4a723e453454e8c9952bc9031b1c7_169)] | | |

| [Item 16. Form 10-K [removed: Summary](#i94492ff07edb43ba8541d108674772ce_202)] [added: Summary](#iaec4a723e453454e8c9952bc9031b1c7_181)] | | | [removed: [102](#i94492ff07edb43ba8541d108674772ce_202)] [added: [99](#iaec4a723e453454e8c9952bc9031b1c7_181)] | | |

In addition, any statements that refer to projections regarding our future financial performance; [removed: the proposed acquisition of Maxim Integrated Products, Inc.;] our anticipated growth and trends in our businesses; our future liquidity, capital needs and capital expenditures; the impact of the COVID-19 pandemic on our business, financial condition and results of operations; our future market position and expected competitive changes in the marketplace for our products; our ability to pay dividends or repurchase stock; our ability to service our outstanding debt; our expected tax rate; the effect of changes in or the application of new or revised tax laws; expected cost savings; the effect of new accounting pronouncements; our ability to successfully integrate acquired businesses and [removed: technologies;] [added: technologies, including the acquired business, operations] and [added: employees of Maxim Integrated Products, Inc.; and] other characterizations of future events or circumstances are forward-looking statements.

(781) 935-5565

| [PART I](#iaec4a723e453454e8c9952bc9031b1c7_13) | | | [2](#iaec4a723e453454e8c9952bc9031b1c7_13) | | |

| [PART II](#iaec4a723e453454e8c9952bc9031b1c7_37) | | | [26](#iaec4a723e453454e8c9952bc9031b1c7_37) | | |

| | | | | | |

| [Item](#iaec4a723e453454e8c9952bc9031b1c7_1417) [](#iaec4a723e453454e8c9952bc9031b1c7_1417)[6](#iaec4a723e453454e8c9952bc9031b1c7_1417)[.](#iaec4a723e453454e8c9952bc9031b1c7_1417) [](#iaec4a723e453454e8c9952bc9031b1c7_1417)Reserved | | | [27](#iaec4a723e453454e8c9952bc9031b1c7_1417) | | |

| | | | | | |

| [Item](#iaec4a723e453454e8c9952bc9031b1c7_1466) [9](#iaec4a723e453454e8c9952bc9031b1c7_1466)[C](#iaec4a723e453454e8c9952bc9031b1c7_1466)[.](#iaec4a723e453454e8c9952bc9031b1c7_1466) [D](#iaec4a723e453454e8c9952bc9031b1c7_1466)isclosure Regarding Foreign Jurisdictions That Prevent Inspections | | | [90](#iaec4a723e453454e8c9952bc9031b1c7_1466) | | |

| [PART III](#iaec4a723e453454e8c9952bc9031b1c7_148) | | | [91](#iaec4a723e453454e8c9952bc9031b1c7_148) | | |

| [PART IV](#iaec4a723e453454e8c9952bc9031b1c7_166) | | | [92](#iaec4a723e453454e8c9952bc9031b1c7_166) | | |

| [S](#iaec4a723e453454e8c9952bc9031b1c7_178)[chedule](#iaec4a723e453454e8c9952bc9031b1c7_178) [II - V](#iaec4a723e453454e8c9952bc9031b1c7_178)[a](#iaec4a723e453454e8c9952bc9031b1c7_178)luation and Qualifying Accounts | | | [98](#iaec4a723e453454e8c9952bc9031b1c7_178) | | |

| [Signatures](#iaec4a723e453454e8c9952bc9031b1c7_184) | | | [100](#iaec4a723e453454e8c9952bc9031b1c7_184) | | |

(781) 329-4700

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

| [PART I](#i94492ff07edb43ba8541d108674772ce_13) | | | [2](#i94492ff07edb43ba8541d108674772ce_13) | | |

| [PART II](#i94492ff07edb43ba8541d108674772ce_37) | | | [27](#i94492ff07edb43ba8541d108674772ce_37) | | |

| [Item 6. Selected Financial Data](#i94492ff07edb43ba8541d108674772ce_43) | | | [28](#i94492ff07edb43ba8541d108674772ce_43) | | |

| [Supplementary Financial Information](#i94492ff07edb43ba8541d108674772ce_157) | | | [91](#i94492ff07edb43ba8541d108674772ce_157) | | |

| [PART III](#i94492ff07edb43ba8541d108674772ce_169) | | | [95](#i94492ff07edb43ba8541d108674772ce_169) | | |

| [PART IV](#i94492ff07edb43ba8541d108674772ce_187) | | | [96](#i94492ff07edb43ba8541d108674772ce_187) | | |

| [SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS](#i94492ff07edb43ba8541d108674772ce_199) | | | [101](#i94492ff07edb43ba8541d108674772ce_199) | | |

| [Signatures](#i94492ff07edb43ba8541d108674772ce_205) | | | [103](#i94492ff07edb43ba8541d108674772ce_205) | | |

| Cavite, Philippines | | | | | | Wafer probe and testing, warehouse, engineering and administrative offices | | | | | | [removed: 832,000] [added: 1,321,000] sq. ft. | | |

| Milpitas, CA [added: (1)] | | | | | | Wafer [removed: fabrication, test] [added: probe] and [removed: assembly;] [added: testing;] warehouse and distribution; engineering, sales, marketing and administrative offices | | | | | | 427,000 sq. ft. | | |

| [removed: Singapore (1)] [added: Beaverton, OR] | | | | | | Wafer [removed: test and packaging, warehouse and distribution, engineering, sales] [added: fabrication, engineering] and administrative offices | | | | | | [removed: 384,000] [added: 312,000] sq. ft. | | |

| Penang, Malaysia (2) | | | | | | [removed: Assembly] [added: Wafer probe] and [added: testing, assembly and] engineering [removed: offices, employee parking] [added: offices] | | | | | | 350,000 sq. ft. | | |

| [removed: Greensboro, NC] [added: Chonburi Province, Thailand] | | | | | | [removed: Product] [added: Wafer probe and] testing, [added: warehouse,] engineering and administrative offices | | | | | | [removed: 99,000] [added: 194,000] sq. ft. | | |

[removed: For] [added: (1)For] further information concerning our held for sale [removed: assets,] [added: assets at the Hillview wafer fabrication facility in Milpitas, CA,] 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.

| [removed: Norwood, MA] [added: San Jose, CA] | | | | | | Engineering, sales, marketing and administrative offices | | | | | | [removed: 130,000] [added: 435,000] sq. ft. | | | [removed: | | | 2022 | | | | | | 2, five-yr. periods | | |]

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(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.

| Greensboro, NC | | | | | | Engineering and administrative offices | | | | | | 51,000 sq. ft. | | | | | | 2024 | | | | | | 1, five-yr. period | | |

| Shanghai, China | | | | | | Engineering, sales and administrative offices | | | | | | 59,000 sq. ft. | | | | | | 2021 | | | | | | 1, three-yr. period | | |

| Beijing, China | | | | | | Engineering and sales offices | | | | | | 58,000 sq. ft. | | | | | | 2021 | | | | | | 3, one- to three-yr. periods | | |

The following table sets forth (i) the name, age and position of each of our executive officers as of [removed: November 24, 2020] [added: December 3, 2021] and (ii) the business experience of each person named in the table during at least the past five years.

| Vincent Roche | | | | | | [removed: 60] [added: 61] | | | | | | 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: 50] [added: 51] | | | | | | 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: 55] [added: 56] | | | | | | Senior Vice President, [removed: Worldwide Sales and Digital Marketing] [added: Industrial & Multi-Markets] | | | | | | Senior Vice President, [added: Industrial & Multi-Markets since September 2021; Senior Vice President, Industrial, Consumer & Multi-Markets from January 2021 to September 2021; Senior Vice President,] Worldwide Sales and Digital Marketing [removed: since] [added: from] September [removed: 2016;] [added: 2016 to January 2021;] 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. | | |

| Gregory Henderson | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President, Automotive, Communications and Aerospace [removed: and Defense] | | | | | | Senior Vice President, Automotive, Communications and Aerospace [removed: 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. | | |

| Anelise Sacks | | | | | | 43 | | | | | | Senior Vice President and Chief Customer Officer | | | | | | Senior Vice President and Chief Customer Officer since March 2021; Vice President and General Manager, DLP Products from December 2017 to December 2020 and General Manager, Power Interface from December 2016 to December 2017 at Texas Instruments, Inc., a global semiconductor company. | | |

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| Joseph (John) Hassett | | | | | | 62 | | | | | | Senior Vice President, Industrial and Consumer | | | | | | Senior Vice President, Industrial and Consumer since December 2019; Interim Senior Vice President, Industrial, Healthcare, and Consumer from June 2019 to December 2019; Senior Vice 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. | | |

| Steve Pietkiewicz | | | | | | 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. | | |

The number of holders of record of our common stock at November [removed: 20, 2020] [added: 26, 2021] was [removed: 2,019.][added: 2,492.]

On October [removed: 30, 2020,] [added: 29, 2021,] the last reported sales price of our common stock on The Nasdaq Global Select Market was [removed: $118.53] [added: $173.49] per share.

On November [removed: 23, 2020,] [added: 22, 2021,] our Board of Directors declared a cash dividend of [removed: $0.62] [added: $0.69] per outstanding share of common stock.

The dividend will be paid on December [removed: 15, 2020] [added: 14, 2021] to all shareholders of record at the close of business on December [removed: 4, 2020] [added: 3, 2021] and is expected to total approximately [removed: $229.1] [added: $362.5] million.

The table below summarizes the activity related to stock repurchases for the three months ended October [removed: 31, 2020.][added: 30, 2021.]

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 [removed: 2020 (fiscal 2021).][added: 2020.]

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid Per Share (2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs (4)] | | |

[removed: (1)All shares repurchased related to] [added: (1)Includes 227,937] 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.

On August [removed: 21, 2018,] [added: 25, 2021,] the Board of Directors approved an increase to the current authorization for the stock repurchase program by an additional [removed: $2.0] [added: $8.5] billion to [removed: $8.2] [added: $16.7] billion in the aggregate.

The following graph compares cumulative total shareholder return on our common stock since October [removed: 31, 2015] [added: 29, 2016] 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 October [removed: 31, 2015] [added: 29, 2016] in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested.

[removed: ][added: ]

We have an ongoing authorization, originally approved by our Board of Directors in 2004, and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions.

In September 2021, we entered into Accelerated Share Repurchase agreements to repurchase $2.5 billion of our common stock.

These agreements were partially settled in September 2021 and we expect the remaining 20% of shares, or $500.0 million, to settle in the first half of the fiscal year ending October 29, 2022 (fiscal 2022).

As of October 30, 2021, the Company had repurchased a total of approximately 171.6 million shares of its common stock for approximately $8.8 billion under our share repurchase program, excluding the $500.0 million noted above.

An additional $7.4 billion remains available for repurchase of shares under the current authorized program.

| August 1, 2021 through August 28, 2021 | | | | | | 285,504 | | | | | | $ | 168.68 | | | | | 282,172 | | | | | | $ | 1,395,596,501 | |

| August 29, 2021 through September 25, 2021 | | | | | | 12,484,097 | | | | | | $ | 163.35 | | | | | 12,307,715 | | | | | | $ | 7,386,077,264 | |

| September 26, 2021 through October 30, 2021 | | | | | | 48,223 | | | | | | $ | 176.12 | | | | | — | | | | | | $ | 7,386,077,264 | |

| Total | | | | | | 12,817,824 | | | | | | $ | 163.52 | | | | | 12,589,887 | | | | | | $ | 7,386,077,264 | |

(4)Includes a $500.0 million advance payment for the remaining 20% of shares to be delivered in the first half of 2022 under our Accelerated Share Repurchase agreement discussed above.

| 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 | |

Fiscal [removed: 2020, 2019, 2017,] [added: 2021, fiscal 2020] and [removed: 2016] [added: fiscal 2019] were 52-week fiscal [removed: years.][added: periods.]

The following discussion includes a comparison of our Results of Operations and Liquidity and Capital Resources for the fiscal years ended October [removed: 31, 2020] [added: 30, 2021] (fiscal [removed: 2020),] [added: 2021),] the fiscal year ended [removed: November 2, 2019] [added: October 31, 2020] (fiscal [removed: 2019)] [added: 2020)] and the fiscal year ended November [removed: 3, 2018] [added: 2, 2019] (fiscal [removed: 2018).][added: 2019).]

[removed: *Impact] [added: Impact] of COVID-19 on our [removed: Business*][added: Business]

[removed: These] [added: The pandemic caused by the novel strain of the coronavirus (COVID-19) and the numerous] measures [added: implemented by government authorities in response,] 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, [removed: Singapore,] Malaysia, [added: Thailand,] China and India.

The [removed: degree to which] [added: full extent of the impact of the] COVID-19 [removed: impacts] [added: pandemic on] our business, financial condition and results of operations will depend on future developments, which are highly [removed: uncertain, and we cannot provide assurance] [added: uncertain such] as [removed: to] the [added: continued] duration and [removed: spread] [added: severity] of the pandemic, [removed: its severity,] the [added: spread of more contagious variants of the virus, the adoption rate of vaccines, the] actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.

[removed: *Proposed Acquisition] [added: Acquisition] of Maxim Integrated Products, [removed: Inc.*][added: Inc.]

On [removed: July 12, 2020,] [added: August 26, 2021 (Acquisition Date),] we [removed: entered into a definitive agreement (the Merger Agreement) to acquire] [added: completed the acquisition of] Maxim Integrated Products, Inc. (Maxim), an independent manufacturer of innovative analog and mixed-signal products and technologies.

See Note 6, *Acquisitions*, of the Notes to [added: the] Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further information.

A discussion of changes in our results of operations from fiscal [removed: 2018] [added: 2019] to fiscal [removed: 2019] [added: 2020] 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 fiscal [removed: 2019] [added: 2020] filed with the Securities and Exchange Commission on November [removed: 26, 2019.][added: 24, 2020.]

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] over [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2019] [added: 2020] over [removed: 2018] [added: 2019] | | | | | | | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| Revenue | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | $ | [removed: (388,009)] [added: 1,715,230] | | | | | [removed: (6)] [added: 31] | | % | | | | $ | [removed: (233,624)] [added: (388,009)] | | | | | [removed: (4)] [added: (6)] | | % |

| Gross margin % | | | [removed: 65.9] [added: 61.8] | | % | | | | [removed: 67.0] [added: 65.9] | | % | | | | [removed: 68.3] [added: 67.0] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | $ | [removed: 1,220,761] [added: 1,390,422] | | | | | $ | [removed: 1,363,011] [added: 1,220,761] | | | | | $ | [removed: 1,506,980] [added: 1,363,011] | | | | | $ | [removed: (142,250)] [added: 169,661] | | | | | [removed: (10)] [added: 14] | | % | | | | $ | [removed: (143,969)] [added: (142,250)] | | | | | (10) | | % |

| Net income as a % of revenue | | | [removed: 21.8] [added: 19.0] | | % | | | | [removed: 22.8] [added: 21.8] | | % | | | | [removed: 24.2] [added: 22.8] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted EPS | | | $ | [removed: 3.28] [added: 3.46] | | | | | $ | [removed: 3.65] [added: 3.28] | | | | | $ | [removed: 4.00] [added: 3.65] | | | | | $ | [removed: (0.37)] [added: 0.18] | | | | | [removed: (10)] [added: 5] | | % | | | | $ | [removed: (0.35)] [added: (0.37)] | | | | | [removed: (9)] [added: (10)] | | % |

As data systems for capturing and tracking this data and our methodology [removed: evolve] [added: evolves] and [removed: improve,] [added: improves,] 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: 2020 | | | | | |] [added: 2021] | | | | | | [added: 2020] | | | | | | 2019 | | | [removed: | | | | | | | | | | | | | | | 2018 (1) | | | | | | | | |]

| | | | Revenue | | | | | | % of Total Product Revenue [removed: (2)] [added: (1)] | | | | | | Y/Y% | | | | | | Revenue | | | | | | % of Total Product Revenue [removed: (2)] [added: (1)] | | | | | | Y/Y% | | | | | | Revenue | | | | | | % of Total Product Revenue [removed: (2)] [added: (1)] | | |

| Total Revenue | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | 100 | | % | | | | [removed: (6)] [added: 31] | | % | | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | 100 | | % | | | | [removed: (4)] [added: (6)] | | % | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | 100 | | % |

See Note [removed: 2a, *Principles of Consolidation*,] [added: 12, Income Taxes,] of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form [removed: 10-K.][added: 10-K for further discussion.]

[removed: (2)The] [added: (1)The] sum of the individual percentages may not equal the total due to rounding.

[removed: The decline] [added: Revenue] in the Communications end market was [removed: primarily the result of] [added: also slightly higher in fiscal 2021 compared to fiscal 2020 as] the timing of infrastructure deployment cycles [removed: and the ramp up of these cycles] in certain regions [removed: during fiscal 2019.][added: offset higher demand.]

The following [removed: tables summarize] [added: table summarizes] revenue by sales channel.

| | | | [removed: 2020] [added: Fiscal 2021] | | | | | | | | | | | | | | | [removed: 2019] | | | [added: Fiscal 2020] | | | | | | | | | [removed: 2018 (1)] | | | | | | | | | [added: Fiscal 2019 | | | | | | | | |]

| | | | Revenue | | | | | | % of Total [added: Product] Revenue [removed: (2)] [added: (1)] | | | | | | | | | Revenue | | | | | | % of Total [added: Product] Revenue [removed: (2)] [added: (1)] | | | | | | Revenue | | | | | | % of Total [added: Product] Revenue [removed: (2)] [added: (1)] | | |

| Distributors | | | $ | [removed: 3,216,302] [added: 4,589,944] | | | | | [removed: 57] [added: 63] | | % | | | | | | | $ | [removed: 3,409,161] [added: 3,216,302] | | | | | 57 | | % | | | | $ | [removed: 3,424,145] [added: 3,409,161] | | | | | [removed: 55] [added: 57] | | % |

| Direct customers | | | [removed: 2,300,493] [added: 2,600,353] | | | | | | [removed: 41] [added: 36] | | % | | | | | | | [removed: 2,506,065] [added: 2,300,493] | | | | | | [removed: 42] [added: 41] | | % | | | | [removed: 2,721,885] [added: 2,506,065] | | | | | | [removed: 44] [added: 42] | | % |

| Other | | | [removed: 86,261] [added: 127,989] | | | | | | 2 | | % | | | | | | | [removed: 75,839] [added: 86,261] | | | | | | [removed: 1] [added: 2] | | % | | | | [removed: 78,659] [added: 75,839] | | | | | | 1 | | % |

| Total Revenue | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | 100 | | % | | | | | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | 100 | | % | | | | $ | [removed: 6,224,689] [added: 5,991,065] | | | | | 100 | | % |

Revenue by geographic region, based upon the geographic location of the distributors or OEMs who purchased the Company's products, for fiscal [removed: 2020,] [added: 2021,] fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018] [added: 2019] was as follows:

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | | | | | $ Change | | | | | | % Change [removed: (2)] [added: (1)] | | | | | | $ Change | | | | | | % Change [removed: (2)] [added: (1)] | | |

| United States | | | $ | [removed: 1,887,443] [added: 2,389,439] | | | | | $ | [removed: 2,020,886] [added: 1,887,443] | | | | | $ | [removed: 2,277,084] [added: 2,020,886] | | | | | $ | [removed: (133,443)] [added: 501,996] | | | | | [removed: (7)] [added: 27] | | % | | | | $ | [removed: (256,198)] [added: (133,443)] | | | | | [removed: (11)] [added: (7)] | | % |

| Rest of North and South America | | | [removed: 41,250] [added: 42,830] | | | | | | [removed: 55,059] [added: 41,250] | | | | | | [removed: 46,276] [added: 55,059] | | | | | | [removed: (13,809)] [added: 1,580] | | | | | | [removed: (25)] [added: 4] | | % | | | | [removed: 8,783] [added: (13,809)] | | | | | | [removed: 19] [added: (25)] | | % |

| Europe | | | [removed: 1,245,695] [added: 1,592,989] | | | | | | [removed: 1,374,673] [added: 1,245,695] | | | | | | [removed: 1,405,686] [added: 1,374,673] | | | | | | [removed: (128,978)] [added: 347,294] | | | | | | [removed: (9)] [added: 28] | | % | | | | [removed: (31,013)] [added: (128,978)] | | | | | | [removed: (2)] [added: (9)] | | % |

| Japan | | | [removed: 521,720] [added: 787,966] | | | | | | [removed: 657,632] [added: 521,720] | | | | | | [removed: 714,846] [added: 657,632] | | | | | | [removed: (135,912)] [added: 266,246] | | | | | | [removed: (21)] [added: 51] | | % | | | | [removed: (57,214)] [added: (135,912)] | | | | | | [removed: (8)] [added: (21)] | | % |

| China | | | [removed: 1,348,011] [added: 1,614,396] | | | | | | [removed: 1,316,275] [added: 1,348,011] | | | | | | [removed: 1,215,949] [added: 1,316,275] | | | | | | [removed: 31,736] [added: 266,385] | | | | | | [removed: 2] [added: 20] | | % | | | | [removed: 100,326] [added: 31,736] | | | | | | [removed: 8] [added: 2] | | % |

Pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020 (the Merger Agreement), Maxim stockholders received, for each outstanding share of Maxim common stock, 0.6300 of a share of the Company’s common stock as of the Acquisition Date, for total consideration of approximately $28.0 billion of our common stock.

The acquisition of Maxim is referred to as the Acquisition.

The consolidated financial statements included in this Annual Report on Form 10-K include the financial results of Maxim prospectively from the Acquisition Date.

| Industrial | | | $ | 4,011,485 | | | | | 55 | | % | | | | 34 | | % | | | | $ | 2,998,259 | | | | | 54 | | % | | | | (1) | | % | | | | $ | 3,014,890 | | | | | 50 | | % |

| Automotive | | | 1,248,635 | | | | | | 17 | | % | | | | 60 | | % | | | | 778,297 | | | | | | 14 | | % | | | | (16) | | % | | | | 929,671 | | | | | | 16 | | % |

| Communications | | | 1,198,461 | | | | | | 16 | | % | | | | 1 | | % | | | | 1,191,169 | | | | | | 21 | | % | | | | (8) | | % | | | | 1,294,233 | | | | | | 22 | | % |

| Consumer | | | 859,705 | | | | | | 12 | | % | | | | 35 | | % | | | | 635,331 | | | | | | 11 | | % | | | | (16) | | % | | | | 752,271 | | | | | | 13 | | % |

Revenue increased across all end markets in fiscal 2021 as compared to fiscal 2020 primarily as a result of higher broad-based demand for our products sold into the Automotive, Consumer and Industrial end markets.

Incremental revenue as a result of the Acquisition also contributed to higher revenue in each end market in fiscal 2021, as compared to fiscal 2020.

(1)The sum of the individual percentages may not equal the total due to rounding.

The percentage of total revenue sold via each channel can fluctuate from time to time based on end customer demand.

In fiscal 2021, higher demand within our Automotive and Industrial end markets resulted in increased revenue through our distributor channel.

(1)The sum of the individual percentages may not equal the total due to rounding.

Total revenue increased in fiscal 2021 as compared to fiscal 2020 due to broad-based, global demand in the semiconductor industry as well as the incremental impact of revenue from the Acquisition.

We saw increases across all end markets in territories, with the exception of sales into the Communication end market in China, which was impacted by infrastructure deployment cycles as noted above.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

| Gross margin % | | | 61.8 | | % | | | | 65.9 | | % | | | | 67.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

Gross margin percentage in fiscal 2021 decreased by 410 basis points compared to fiscal 2020, primarily as a result of recording additional costs related to the Acquisition, including $331.1 million and $155.4 million of cost of goods sold related to the fair value adjustments recorded to inventory and amortization expense of intangible assets, respectively.

These increases in cost of sales as a result of the Acquisition were partially offset by the favorable impact of higher utilization of our factories due to increased customer demand.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

R&D expenses increased in fiscal 2021 as compared to fiscal 2020 primarily as a result of higher R&D employee-related variable compensation expense, incremental R&D expenses incurred as a result of the Acquisition and higher salary and benefit expenses.

Therefore, we expect to continue to make significant R&D investments in the future.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

SMG&A expenses increased in fiscal 2021 as compared to fiscal 2020, primarily as a result of higher costs due to acquisition-related transaction costs, incremental SMG&A expenses incurred as a result of the Acquisition and higher variable compensation expense and salary and benefit expenses.

*Amortization of Intangibles*

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| Amortization expenses | | | $ | 536,811 | | | | | $ | 429,455 | | | | | $ | 429,041 | | | | | $ | 107,356 | | | | | 25 | | % | | | | $ | 414 | | | | | — | | % |

| Amortization expenses as a % of revenue | | | 7 | | % | | | | 8 | | % | | | | 7 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

Amortization expenses increased in fiscal 2021 as compared to fiscal 2020, primarily as a result of $105.8 million of amortization expense of intangible assets recorded as part of the Acquisition.

The special charges include severance and fringe benefit costs, in accordance with the Company's ongoing benefit plan or statutory requirements at foreign locations and one-time termination benefits for the impacted employees and other exit costs.

These one-time termination benefits are being recognized over the future service period required for employees to earn these benefits.

In addition, as a result of management's plan to close certain wafer and test facility operations acquired as part of the acquisition of Linear Technology Corporation (Linear), the Company sold its facility in Singapore and ceased production at its Hillview manufacturing facility in Milpitas, California during fiscal 2021.

The special charges include severance and fringe benefit costs, in accordance with the Company's ongoing benefit plan or statutory requirements at foreign locations and the write-off of acquired intellectual property due to the Company's decision to discontinue certain product development strategies.

*Other:* The other special charges of $83.4 million recognized during fiscal 2021 include severance and benefit costs as well as charges recorded from acceleration of equity awards in connection with the termination of a limited number of employees as part of the integration of the Acquisition.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ Change | | | | | | % Change | | | | | | $ Change | | | | | | % Change | | |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | 2020 over 2019 | | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | $ Change | | | | | | $ Change | | |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2021 over 2020 | | | | | | | | | | | | 2020 over 2019 | | | | | | | | |

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:

- 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 2018 was a 53-week fiscal year.

The additional week in fiscal 2018 was included in the first quarter ended February 3, 2018.

Therefore, fiscal 2018 included an additional week of operations as compared to other periods presented;

- Balances for fiscal 2018 and fiscal 2017 have been restated to reflect the adoption during fiscal 2019 of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09).

Therefore, balances from fiscal 2016 may not be comparable to other periods presented; and

- Fiscal 2017 includes the results of operations from the acquisition of Linear Technology Corporation from March 10, 2017.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (thousands, except per share amounts) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statement of Income data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 5,603,056 | | | | | $ | 5,991,065 | | | | | $ | 6,224,689 | | | | | $ | 5,246,354 | | | | | $ | 3,421,409 | |

| Net income | | | $ | 1,220,761 | | | | | $ | 1,363,011 | | | | | $ | 1,506,980 | | | | | $ | 805,379 | | | | | $ | 861,664 | |

| Net income per common share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 3.31 | | | | | $ | 3.68 | | | | | $ | 4.05 | | | | | $ | 2.32 | | | | | $ | 2.79 | |

| Diluted | | | $ | 3.28 | | | | | $ | 3.65 | | | | | $ | 4.00 | | | | | $ | 2.29 | | | | | $ | 2.76 | |

| Dividends declared per common share | | | $ | 2.40 | | | | | $ | 2.10 | | | | | $ | 1.89 | | | | | $ | 1.77 | | | | | $ | 1.66 | |

| Balance Sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 21,468,603 | | | | | $ | 21,392,641 | | | | | $ | 20,438,366 | | | | | $ | 21,118,283 | | | | | $ | 7,970,278 | |

| Debt | | | $ | 5,145,102 | | | | | $ | 5,491,919 | | | | | $ | 6,332,674 | | | | | $ | 7,851,084 | | | | | $ | 1,732,177 | |

Fiscal 2020 and fiscal 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 2020 and fiscal 2019.

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.

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.

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.

| _______________________________________ (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, *Principles of Consolidation*, of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | | % |

_______________________________________

(1)Balances have been restated to reflect the adoption of ASU 2014-09.

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 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.

Years ended October [added: 30, 2021, October] 31, [removed: 2020, November 2, 2019] [added: 2020] and November [removed: 3, 2018][added: 2, 2019]

| (thousands, except per share amounts) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | |

| Revenue | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | $ | [removed: 5,991,065] [added: 5,603,056] | | | | | $ | [removed: 6,224,689] [added: 5,991,065] | |

| Cost of sales | | | [removed: 1,912,578] [added: 2,793,274] | | | | | | [removed: 1,977,315] [added: 1,912,578] | | | | | | [removed: 1,974,293] [added: 1,977,315] | | |

| Gross margin | | | [removed: 3,690,478] [added: 4,525,012] | | | | | | [removed: 4,013,750] [added: 3,690,478] | | | | | | [removed: 4,250,396] [added: 4,013,750] | | |

| Research and development | | | [removed: 1,050,519] [added: 1,296,126] | | | | | | [removed: 1,130,348] [added: 1,050,519] | | | | | | [removed: 1,165,047] [added: 1,130,348] | | |

| Selling, marketing, general and administrative | | | [removed: 659,923] [added: 915,418] | | | | | | [removed: 648,094] [added: 659,923] | | | | | | [removed: 695,540] [added: 648,094] | | |

| Amortization of intangibles | | | [removed: 429,455] [added: 536,811] | | | | | | [removed: 429,041] [added: 429,455] | | | | | | [removed: 428,902] [added: 429,041] | | |

| Special [removed: charges] [added: charges, net] | | | [removed: 52,337] [added: 84,456] | | | | | | [removed: 95,659] [added: 52,337] | | | | | | [removed: 61,318] [added: 95,659] | | |

| | | | [removed: 2,192,234] [added: 2,832,811] | | | | | | [removed: 2,303,142] [added: 2,192,234] | | | | | | [removed: 2,350,807] [added: 2,303,142] | | |

| Operating income: | | | [removed: 1,498,244] [added: 1,692,201] | | | | | | [removed: 1,710,608] [added: 1,498,244] | | | | | | [removed: 1,899,589] [added: 1,710,608] | | |

| Interest expense | | | [removed: 193,305] [added: 184,825] | | | | | | [removed: 229,075] [added: 193,305] | | | | | | [removed: 253,589] [added: 229,075] | | |

| Interest income | | | [removed: (4,305)] [added: (1,220)] | | | | | | [removed: (10,229)] [added: (4,305)] | | | | | | [removed: (9,383)] [added: (10,229)] | | |

| Other, net | | | [removed: (2,373)] [added: (35,268)] | | | | | | [removed: 6,034] [added: (2,373)] | | | | | | [removed: 69] [added: 6,034] | | |

| | | | [removed: 186,627] [added: 363,487] | | | | | | [removed: 224,880] [added: 186,627] | | | | | | [removed: 244,275] [added: 224,880] | | |

| Income before income taxes | | | [removed: 1,311,617] [added: 1,328,714] | | | | | | [removed: 1,485,728] [added: 1,311,617] | | | | | | [removed: 1,655,314] [added: 1,485,728] | | |

| [removed: Provision] [added: (Benefit from) provision] for income taxes | | | [removed: 90,856] [added: (61,708)] | | | | | | [removed: 122,717] [added: 90,856] | | | | | | [removed: 148,334] [added: 122,717] | | |

| Net income | | | $ | [removed: 1,220,761] [added: 1,390,422] | | | | | $ | [removed: 1,363,011] [added: 1,220,761] | | | | | $ | [removed: 1,506,980] [added: 1,363,011] | |

| Shares used to compute earnings per common share — basic | | | [removed: 368,633] [added: 397,462] | | | | | | [removed: 369,133] [added: 368,633] | | | | | | [removed: 370,430] [added: 369,133] | | |

| Shares used to compute earnings per common share — diluted | | | [removed: 371,973] [added: 401,288] | | | | | | [removed: 372,871] [added: 371,973] | | | | | | [removed: 374,938] [added: 372,871] | | |

| Basic earnings per common share | | | $ | [removed: 3.31] [added: 3.50] | | | | | $ | [removed: 3.68] [added: 3.31] | | | | | $ | [removed: 4.05] [added: 3.68] | |

| Diluted earnings per common share | | | $ | [removed: 3.28] [added: 3.46] | | | | | $ | [removed: 3.65] [added: 3.28] | | | | | $ | [removed: 4.00] [added: 3.65] | |

| (thousands) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018 (1)] [added: 2019] | | |

| Foreign currency translation adjustment | | | [removed: 3,224] [added: 1,057] | | | | | | [removed: (1,365)] [added: 3,224] | | | | | | [removed: (6,222)] [added: (1,365)] | | |

| Change in fair value of available-for-sale securities | | | — | | | | | | [removed: 10] [added: —] | | | | | | [removed: (10)] [added: 10] | | |

| Changes in fair value of derivatives (net of tax of [removed: $17,468] [added: $14,217] in [removed: 2020, $29,401] [added: 2021, $17,468] in [removed: 2019] [added: 2020] and [removed: $416] [added: $29,401] in [removed: 2018)] [added: 2019)] | | | [removed: (51,437)] [added: 41,817] | | | | | | [removed: (111,327)] [added: (51,437)] | | | | | | [removed: (1,863)] [added: (111,327)] | | |

| Adjustment for realized gain/loss reclassified into earnings (net of tax of [removed: $158] [added: $189] in [removed: 2020, $1,518] [added: 2021, $158] in [removed: 2019] [added: 2020] and [removed: $94] [added: $1,518] in [removed: 2018)] [added: 2019)] | | | [removed: (839)] [added: 7,099] | | | | | | [removed: 7,667] [added: (839)] | | | | | | [removed: (1,613)] [added: 7,667] | | |

| Total change in derivative instruments designated as cash flow hedges, net of tax | | | [removed: (52,276)] [added: 48,916] | | | | | | [removed: (103,660)] [added: (52,276)] | | | | | | [removed: (3,476)] [added: (103,660)] | | |

| Change in actuarial loss/gain (net of tax of [removed: $5,167] [added: $637] in [removed: 2020, $5,734] [added: 2021, $5,167] in [removed: 2019] [added: 2020] and [removed: $2,363] [added: $5,734] in [removed: 2018)] [added: 2019)] | | | [removed: (10,231)] [added: 12,923] | | | | | | [removed: (24,344)] [added: (10,231)] | | | | | | [removed: 12,616] [added: (24,344)] | | |

| [removed: Change in] [added: Amortization of] prior service [removed: cost/income] [added: cost] | | | — | | | | | | — | | | | | | [removed: 1] [added: 3] | | |

| Other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (59,283)] [added: 62,896] | | | | | | [removed: (129,359)] [added: (59,283)] | | | | | | [removed: 2,919] [added: (129,359)] | | |

| Comprehensive income | | | $ | [removed: 1,161,478] [added: 1,453,318] | | | | | $ | [removed: 1,233,652] [added: 1,161,478] | | | | | $ | [removed: 1,509,899] [added: 1,233,652] | |

[removed: October] [added: Years ended October 30, 2021, October] 31, 2020 and November 2, 2019

| (thousands, except per share amounts) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 1,055,860 | | | | | [removed: $] | 648,322 | | [added: | | | | 816,591 | | |]

| Accounts receivable less allowances of [removed: $4,350 ($8,387] [added: $2,658 ($4,350] in [removed: 2019)] [added: 2020)] | | | [removed: 737,536] [added: 1,459,056] | | | | | | [removed: 635,136] [added: 737,536] | | |

| Inventories | | | [removed: 608,260] [added: 1,200,610] | | | | | | [removed: 609,886] [added: 608,260] | | |

| Prepaid expenses and other current assets | | | [removed: 116,032] [added: 740,687] | | | | | | [removed: 91,782] [added: 116,032] | | |

| Total current assets | | | [removed: 2,517,688] [added: 5,378,317] | | | | | | [removed: 1,985,126] [added: 2,517,688] | | |

| Land and buildings | | | [removed: 974,604] [added: 1,392,364] | | | | | | [removed: 956,099] [added: 974,604] | | |

| Loss on extinguishment of debt | | | 215,150 | | | | | | — | | | | | | — | | |

| Net income | | | $ | 1,390,422 | | | | | $ | 1,220,761 | | | | | $ | 1,363,011 | |

October 30, 2021 and October 31, 2020

| Cash and cash equivalents | | | $ | 1,977,964 | | | | | $ | 1,055,860 | |

| | | | 4,935,297 | | | | | | 3,885,656 | | |

| Goodwill | | | 26,918,470 | | | | | | 12,278,425 | | |

| | | | $ | 52,322,071 | | | | | $ | 21,468,603 | |

| Debt, current | | | 516,663 | | | | | | — | | |

| | | | $ | 52,322,071 | | | | | $ | 21,468,603 | |

| Net Income — 2021 | | | | | | | | | | | | | | | | | | | | | 1,390,422 | | | | | | | | |

| Issuance of stock in connection with the Acquisition | | | 169,233 | | | | | | 28,204 | | | | | | 27,725,957 | | | | | | | | | | | | | | |

| Replacement share-based awards issued in connection with the Acquisition | | | | | | | | | | | | | | | 194,890 | | | | | | | | | | | | | | |

| Common stock repurchased | | | (16,125) | | | | | | (2,587) | | | | | | (2,602,557) | | | | | | | | | | | | | | |

| BALANCE, OCTOBER 30, 2021 | | | 525,331 | | | | | | $ | 87,554 | | | | | $ | 30,574,237 | | | | | $ | 7,517,316 | | | | | $ | (186,565) | |

| (thousands) | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Net income | | | $ | 1,390,422 | | | | | $ | 1,220,761 | | | | | $ | 1,363,011 | |

| Cost of goods sold for inventory acquired | | | 331,083 | | | | | | — | | | | | | — | | |

| Gain on sale of property, plant and equipment | | | (13,557) | | | | | | — | | | | | | — | | |

| Loss on extinguishment of debt | | | 215,150 | | | | | | — | | | | | | — | | |

| Other | | | (15,524) | | | | | | 5,418 | | | | | | 40,907 | | |

| Prepaid income tax | | | (5,791) | | | | | | — | | | | | | — | | |

| Proceeds from other investments | | | 30,125 | | | | | | — | | | | | | — | | |

| Cash received from acquisition of Maxim, net of cash paid | | | 2,450,550 | | | | | | — | | | | | | — | | |

| Proceeds from sale of property, plant and equipment | | | 35,714 | | | | | | — | | | | | | — | | |

| Payment on derivative instruments | | | (153,161) | | | | | | — | | | | | | — | | |

| Prepayment for stock repurchases | | | (500,000) | | | | | | — | | | | | | — | | |

Such reclassified amounts are immaterial.

Pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020 (the Merger Agreement), Maxim stockholders received, for each outstanding share of Maxim common stock, 0.6300 of a share of the Company’s common stock as of the Acquisition Date for total consideration of approximately $28.0 billion of the Company's common stock.

The acquisition of Maxim is referred to as the Acquisition.

The consolidated financial statements included in this Annual Report on Form 10-K include the financial results of Maxim prospectively from the Acquisition Date.

| | | | 2021 | | | | | | 2020 | | |

| Noncash issuance of common stock for the Acquisition | | | $ | 27,754,161 | | | | | $ | — | | | | | $ | — | |

| Fair value of partially vested equity replacement awards issued for the Acquisition | | | $ | 194,890 | | | | | $ | — | | | | | $ | — | |

| | | | 2021 | | | | | | 2020 | | |

During fiscal 2021, the Company ceased production at its Hillview wafer fabrication facility located in Milpitas, California and determined that this facility met the held for sale criteria specified in ASC 360.

As of October 30, 2021, Prepaid expenses and other current assets includes the following assets held for sale recorded at the fair value of the asset group, less costs to sell:

| | | | 2021 | | | | | | 2020 | | |

| Acquisition of Maxim (Note 6) | | | 14,645,076 | | | | | | — | | |

| Backlog | | | 361,200 | | | | | | 32,746 | | | | | | — | | | | | | — | | |

| Assembled workforce | | | 1,800 | | | | | | 750 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| _______________________________________ (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, *Principles of Consolidation*, of the Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | |

| Change in transition asset | | | — | | | | | | — | | | | | | 10 | | |

| Total change in accumulated other comprehensive loss — pension plans, net of tax | | | (10,231) | | | | | | (24,344) | | | | | | 12,627 | | |

| | | | 3,885,656 | | | | | | 3,811,257 | | |

| | | | $ | 21,468,603 | | | | | $ | 21,392,641 | |

| Debt, current | | | — | | | | | | 299,667 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| BALANCE, OCTOBER 28, 2017 (1) | | | 368,636 | | | | | | $ | 61,441 | | | | | $ | 5,250,519 | | | | | $ | 5,179,024 | | | | | $ | (61,359) | |

| Net Income — 2018 (1) | | | | | | | | | | | | | | | | | | | | | 1,506,980 | | | | | | | | |

| Tax benefit — equity based awards | | | | | | | | | | | | | | | 7,741 | | | | | | | | | | | | | | |

| Common stock repurchased | | | (2,488) | | | | | | (415) | | | | | | (225,562) | | | | | | | | | | | | | | |

_______________________________________

| Other non-cash activity | | | 5,418 | | | | | | 40,907 | | | | | | 36,569 | | |

| Cash and cash equivalents at beginning of year | | | 648,322 | | | | | | 816,591 | | | | | | 1,047,838 | | |

The Company’s fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October.

The additional week in fiscal 2018 was included in the first quarter ended February 3, 2018.

Therefore, fiscal 2018 included an additional week of operations as compared to fiscal 2020 and fiscal 2019.

As further discussed in Note 2n, *Revenue Recognition*, of the Notes to Consolidated Financial Statements, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09, *Revenue from Contracts with Customers* (ASU 2014-09), in the first quarter of fiscal 2019.

Accordingly, the amounts for fiscal 2020, fiscal 2019 and fiscal 2018 periods presented in this Form 10-K reflect the impact of ASU 2014-09.

In addition, the Company adopted ASU 2017-07, *Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost* in the first quarter of fiscal 2019.

Under this ASU, the service cost component of net periodic benefit cost is recorded in Cost of sales, Research and development, and Selling, marketing, general and administrative expenses, while the remaining components are recorded to Other, net within the Company's Consolidated Statements of Income.

As such, the prior year amounts have been reclassified to provide comparable presentation in line with the guidance in ASU 2017-07 based on amounts previously disclosed for the various components of net periodic benefit cost.

The tables below reconcile the impact of ASU 2014-09 and ASU 2017-07 on the Consolidated Statement of Income for the year ended November 3, 2018:

| | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statement of Income | | | As Reported | | | | | | Impact of Adoption of ASU 2014-09 | | | | | | Impact of Adoption of ASU 2017-07 | | | | | | As Adjusted | | |

| Revenue | | | $ | 6,200,942 | | | | | $ | 23,747 | | | | | $ | — | | | | | $ | 6,224,689 | |

| Cost of sales | | | 1,967,640 | | | | | | 6,950 | | | | | | (297) | | | | | | 1,974,293 | | |

| Gross margin | | | 4,233,302 | | | | | | 16,797 | | | | | | 297 | | | | | | 4,250,396 | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | 1,165,410 | | | | | | — | | | | | | (363) | | | | | | 1,165,047 | | |

| Amortization of intangibles | | | 428,902 | | | | | | — | | | | | | — | | | | | | 428,902 | | |

| | | | 2,351,567 | | | | | | — | | | | | | (760) | | | | | | 2,350,807 | | |

| Operating income | | | 1,881,735 | | | | | | 16,797 | | | | | | 1,057 | | | | | | 1,899,589 | | |

| Nonoperating expense (income): | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | 253,589 | | | | | | — | | | | | | — | | | | | | 253,589 | | |

| Interest income | | | (9,383) | | | | | | — | | | | | | — | | | | | | (9,383) | | |

| Other, net | | | (988) | | | | | | — | | | | | | 1,057 | | | | | | 69 | | |

| | | | 243,218 | | | | | | — | | | | | | 1,057 | | | | | | 244,275 | | |

(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 October [removed: 31, 2020.][added: 30, 2021.]

Based on the evaluation of our disclosure controls and procedures as of October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020.][added: 30, 2021.]

Based on this assessment, our management concluded that, as of October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020,] [added: 30, 2021,] 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 October [removed: 31, 2020] [added: 30, 2021] and [removed: November 2, 2019,] [added: October 31, 2020,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October [removed: 31, 2020,] [added: 30, 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated [removed: November 24, 2020] [added: December 3, 2021] 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 October [removed: 31, 2020] [added: 30, 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management excluded from its assessment of the Company's internal control over financial reporting as of October 30, 2021, the internal control over financial reporting of Maxim Integrated Products, Inc. (Maxim), which was acquired by the Company on August 26, 2021.

This exclusion is consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition.

Total assets and net liabilities of Maxim as of October 30, 2021 (excluding goodwill and other intangible assets, which were included in management's assessment of internal control over financial reporting as of October 30, 2021) were approximately $4,155.2 million and $423.9 million, respectively.

Maxim represented $558.8 million of our consolidated net revenues for the year ended October 30, 2021.

See a discussion of this acquisition in Note 6, *Acquisitions,* of the Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Maxim Integrated Products, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted $4,155.2 million of total assets and $423.9 million of net liabilities, respectively, as of October 30, 2021 and $558.8 million of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Maxim Integrated Products, Inc.

December 3, 2021

November 24, 2020

PART III

Not applicable.

PART III

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: 2021] [added: 2022] proxy statement to be filed with the U.S. Securities and Exchange Commission (the SEC) within 120 days after October [removed: 31, 2020] [added: 30, 2021] and is incorporated herein by reference.