Analog Devices (ADI) 10-K risk factor changes: FY2022 vs FY2021

[removed: We] [added: In August 2021, we] completed our acquisition of Maxim, which we refer to as the acquisition or the [removed: merger, on August 26, 2021.][added: merger.]

The combined company has and [removed: will] [added: may] continue to incur [removed: restructuring] [added: ongoing restructuring, integration,] and [removed: integration] [added: other] costs [added: associated with combining the operations of the two companies] in connection with the merger.

[removed: There] [added: Further, there] are a large number of processes, policies, procedures, operations, technologies and systems that must [added: continue to] be integrated in connection with the [removed: merger and the] [added: ongoing] integration of Maxim’s business.

The [added: ultimate] success of the merger will depend on, among other things, the ability [removed: of the two companies] to [added: continue to] combine [removed: their] [added: the two] businesses in a manner that facilitates growth [removed: opportunities and realizes expected cost savings.][added: opportunities.]

If [removed: the combined company is] [added: we are] not able to successfully achieve [removed: these] [added: our] objectives, the [removed: anticipated] benefits of the merger may not be [added: fully] realized [removed: fully,] or [removed: at all, or] may take longer to [removed: realize] [added: achieve] than expected.

There can be no assurances that the two businesses can be integrated [removed: successfully.][added: successfully in a way that maximizes the combined business to the fullest extent.]

It is possible that the [added: ongoing] integration process could result in the loss of [removed: key employees from both companies, the loss of] customers, the disruption of ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall integration process that takes longer than originally [added: anticipated and actual growth, if achieved, may be lower than what we expect and may take longer to achieve than] anticipated.

Risks Related to our [removed: Global Operations][added: Business, Operations, Industry and Partners]

[removed: Each] [added: During the course] of [removed: these countries has been affected by] the [removed: pandemic] [added: pandemic, many of the countries in which we operate took] and [removed: taken measures] [added: continue] to [removed: try] [added: take measures] to [removed: contain it, resulting] [added: address the pandemic, which at times has resulted] in disruptions at some of our manufacturing operations and facilities, including restrictions on our access to facilities.

We may [added: also continue to] take [removed: 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 [removed: even further disruption.][added: disruption to our business.]

[removed: As a result, the] [added: The] continued [removed: spread of] COVID-19 [added: pandemic] could [added: also] cause further disruption in our supply chain and customer demand, and could adversely affect the ability of our customers to perform, including in making timely payments to us, which could further [removed: adversely] impact our business, financial condition and results of operations.

[removed: *Political] [added: *Global political] and economic uncertainty [removed: as well as disruptions in global credit] and [removed: financial markets] [added: adverse conditions related to our international operations] could materially and adversely affect our [removed: business] [added: business, financial condition] and results of operations.*

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

- currency conversion risks and exchange rate and interest rate fluctuations, including the potential impact of the transition from [removed: LIBOR;][added: LIBOR and the current increasing interest rate environment;]

- trade policy, commercial, travel, export or taxation disputes or restrictions, [removed: government sanctions,] import or export tariffs, changes to export classifications or other restrictions imposed by the U.S. government or by the governments of the countries in which we do business, particularly in China;

- complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, [added: cyber security, sustainability and climate-related regulations,] intellectual property, anti-corruption and environmental compliance, including the Foreign Corrupt Practices Act;

- [added: increased] costs associated with our foreign defined benefit pension plans.

[removed: Any of these risks, or any other risks related to international business operations,] [added: These events] could [removed: materially] adversely [removed: affect] [added: impact] our business, [added: results of operations,] financial condition and [removed: results of operations.][added: cash flows.]

Many of these [added: factors and] risks are present within our business operations in China.

In addition, expanded export restrictions [removed: may] limit our ability to sell to certain Chinese companies and to third parties that do business with those companies.

*If we are [removed: unable] [added: not able] to [removed: address] [added: meet] our U.S. cash requirements, it may be necessary for us to consider repatriation of foreign earnings, which could have a material adverse effect on our results of operations and financial condition.*

If we are [removed: unable] [added: not able] to [removed: address] [added: meet] our U.S. cash requirements through operations, borrowings under our current revolving credit facility, future debt or equity offerings or other sources of cash obtained at an acceptable cost, it may be necessary for us to consider repatriation of earnings that are indefinitely reinvested, and we may be required to pay additional taxes under current tax laws, which could have a material adverse effect on our results of operations and financial condition.

- the effects of adverse economic conditions in the markets in which we sell our products, including inflationary [removed: pressures;][added: pressures, which has resulted, and may continue to result, in increased interest rates, fuel prices, wages, and other costs;]

- [removed: our ability to accurately estimate] future distributor pricing credits and/or stock rotation rights;

- [removed: any significant] [added: a] decline in our backlog;

- potential [removed: significant] litigation-related costs or product liability, warranty and/or indemnity claims, including those not covered by our suppliers or insurers;

*Increases in our effective tax [removed: rate and] [added: rate,] exposure to additional tax [removed: liabilities] [added: liabilities, or substantial changes in domestic or international corporate tax policies, regulations or guidance] may adversely impact our results of operations.*

Our effective tax rate for the fiscal year ended October [removed: 30, 2021] [added: 29, 2022] was below [removed: our] [added: the] U.S. federal statutory rate of 21%.

Compliance with tax legislation may require the collection of information not regularly produced [removed: within the Company,] [added: by us,] and therefore necessitate the use of estimates in our Consolidated Financial Statements and the exercise of significant judgment in accounting for its provisions.

[removed: Changes in these laws and regulations, including those that align to or are associated with the Organization for Economic] Cooperation and Development's Base Erosion and Profit Shifting [removed: (BEPS)] Actions Plans, could impact the jurisdictions where we are deemed to earn income, which could in turn adversely affect our tax liability and results of operations.

*Our customers typically do not make long-term product purchase [removed: commitments] [added: commitments,] and incorrect forecasts or reductions, cancellations or delays in orders for our products could adversely affect our operating results.*

[added: 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.

Product design, development, innovation and enhancement is often a complex, time-consuming and costly process involving significant investment in research and [removed: development,] [added: development] with no assurance of return on investment.

In addition, the semiconductor industry has experienced significant consolidation over the [removed: past several years.]

This reliance involves several risks, including reduced control over availability, capacity utilization, delivery schedules, manufacturing yields, [added: costs,] and [removed: costs.][added: supply chain allocations.]

We currently source [removed: approximately] [added: more than] half of our wafer requirements annually from third-party wafer foundries, including Taiwan Semiconductor Manufacturing Company (TSMC) and others.

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 [removed: products.][added: products and as a result, could adversely affect our business and results of operations.]

[removed: addition, our] [added: Our] manufacturing processes require availability of certain raw materials and supplies.

If additional or replacement vendors are not available, we may also experience delays in product development or shipment which could, in turn, result in the temporary or permanent loss of [removed: customers.][added: customers and as a result could adversely affect our business and results of operations.]

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

Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our business.

As a result of our international operations, our business, financial condition and results of operations could be negatively impacted by the following:

- instability of global credit and financial markets due to adverse macroeconomic conditions such as rising inflation, increasing interest rates and slower economic growth or recession that could, among other impacts, affect our ability to access external financing sources on acceptable terms or lead to financial difficulties or uncertainty of our customers, suppliers and distributors exposing us to late payments, cancelled orders and inventory challenges, among others;

- sanctions imposed by governments in countries in which we do business, including those imposed on Russia by, among others, the European Union, the U.S. and the United Kingdom in response to the ongoing conflict between Russia and Ukraine, which sanctions restrict a wide range of trade and financial dealings with Russian and Russian persons, as well as certain regions in Ukraine;

- fluctuations in raw material costs and energy costs due to general market factors and conditions such as inflation and supply chain constraints;

- fluctuations in foreign currency exchange rates;

past several years.

Further, we have recently experienced an increase in undesired attrition.

We believe that a critical contributor to our success to date has been our corporate culture, which we have built to foster innovation, teamwork and employee satisfaction.

As we grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.

The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for key executives, could seriously harm our business.

*Our industry faces challenges associated with products diverted from authorized distribution channels, which could result in reputational harm and have a material adverse effect our business and results of operations.*

We market and sell our products directly and through third-party distributors.

There is a risk that our products may be diverted from our authorized distribution channels and sold on the “gray market” in ways that are not in accordance with our established agreements, policies and procedures or at our established prices.

Customers purchasing our products on the gray market or through other unauthorized channels may use our products for purposes for which they were not intended or that may be contrary to our ethical, legal and regulatory obligations.

Customers may also purchase counterfeit or substandard products, including products that have been altered, mishandled or damaged, or purchase used products presented as new, each of which

could result in damage to property or persons.

Further, sales through unauthorized channels could result in our products being sold at prices that are not our established prices and could result in lost revenue.

These situations could have a material adverse effect on our business and operating results.

The COVID-19 pandemic has created significant worldwide uncertainty, volatility and economic disruption and has impacted our workforce and operations, the operations of our customers, those of our respective vendors and suppliers and the global capital markets.

The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows continues to be largely dependent on future developments, including the duration, scope and severity of the pandemic, any additional resurgences, variants and severity of variants and the ability to effectively and widely manufacture and distribute vaccines, which are not within our control and cannot be accurately predicted and are uncertain.

To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this “Risk Factors” section.

Risk Related to Acquisitions and Strategic Transactions

*Our acquisition of Maxim involves a number of risks that could adversely affect our business, financial condition and operating results, and we may not realize the financial and strategic goals we anticipate.*

Further, geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine, may create a heightened risk of cyber attacks, which could result in significant losses and damage and, could damage our reputation with customers and suppliers if the confidential information of our customers, suppliers, employees or contractors is compromised.

In the event of such breaches, we could be exposed to potential liability, litigation, and regulatory action, as well as the loss of existing or potential customers, damage to our reputation, and other financial loss.

In addition, the cost and operational consequences of responding to breaches and implementing remediation measures could be significant.

*If we fail to comply with U.S. and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.*

We are or may become subject to a variety of laws and regulations such as the European Union’s General Data Protection Regulation (the “GDPR”), China’s Personal Information Protection Law (the “PIPL”), or California’s Consumer Privacy Act (the “CCPA”) regarding privacy, data protection, and data security.

These laws and regulations are continuously evolving and developing.

The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.

In particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data.

Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

For example, the GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are broader and more stringent than those in many other jurisdictions around the world.

The GDPR includes significant penalties for non-compliance, and China’s PIPL imposes additional operational requirements relating to processing personal information and provides compressive penalty and enforcement mechanisms.

Most notably, in the United States, California enacted the CCPA that requires covered companies to provide additional disclosures and data rights to data subjects.

The CCPA went into effect on January 1, 2020.

The California Privacy Rights Act (“CPRA”) passed by voters in November 2020 will expand the CCPA when the regulations become fully operative on January 1, 2023.

The CPRA establishes the California Privacy Protection Agency to enforce Californians’ privacy rights under the CCPA.

Since the CCPA was enacted, other states, including Virginia and Colorado, have enacted comprehensive privacy schemes.

Risks Related to our Acquisition of Maxim Integrated Products, Inc. (Maxim)

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

We have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies.

These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance payments that may be made to certain Maxim employees, filing fees, printing expenses and other related charges.

The costs related to restructuring are being expensed as a cost of the ongoing results of operations.

Although we expect that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all.

*Combining our business with Maxim’s may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.*

The combined company may encounter difficulties in integrating our and Maxim’s businesses and realizing the anticipated benefits of the merger.

The combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth.

The merger involves the combination of two companies which operated, until the completion of the merger, as independent public companies.

Management must devote attention and resources to integrating the combined company's business practices and operations.

Potential difficulties the combined company may encounter as the integration process continues include the following:

- lost sales and customers as a result of certain of our and/or Maxim's customers deciding not to do business with the combined company, or deciding to decrease their amount of business in order to reduce their reliance on a single company;

- integrating personnel 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 or increased costs and expenses; and

- performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations.

Any of these factors could result in the combined company failing to realize the anticipated benefits of the acquisition, on the expected timeline or at all.

An inability to realize the full extent of the anticipated benefits of the 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.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized.

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

If we 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.

The COVID-19 pandemic, and the numerous measures implemented by government authorities in response, have adversely impacted and are expected to continue to adversely 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, 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.

Increased restrictions on or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, 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 practices by, among other things, restricting employee travel, modifying employee work locations, and canceling physical participation in meetings, events and conferences.

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

Any of these changes may adversely impact our business operations or customer relationships and result in further disruptions to our supply chain, manufacturing operations and facilities, and workplace.

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 if a significant number of our 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 could result in a global recession.

The COVID-19 pandemic has led to disruption and volatility in the global capital markets, which may adversely affect our and our customers’ and suppliers’ liquidity, cost of capital and ability to access the capital markets.

We cannot at this time fully quantify or forecast the impact of the COVID-19 pandemic on our business.

The full extent of the impact of the pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain, including the continued duration and severity of the pandemic, the 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, 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.

Financial difficulties experienced by our customers could result in nonpayment or payment delays for previously purchased products, thereby increasing our credit risk exposure.

Uncertainty regarding the macroeconomic conditions as well as the future stability of the global credit and financial markets could cause the value of the currency in the affected markets to deteriorate, thus reducing the purchasing power of those customers.

Significant disruption to global credit and financial markets may also adversely affect our ability to access external financing sources on acceptable terms.

In addition, financial difficulties experienced by our suppliers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory challenges.

If economic conditions deteriorate, we may record additional charges relating to restructuring costs or the impairment of assets and our business and results of operations could be materially and adversely affected.

*We are exposed to business, economic, political, legal, regulatory and other risks through our significant worldwide operations, which could adversely affect our business, financial condition and results of operations.*

Based on the $500.0 million of our floating rate debt outstanding as of October [removed: 30, 2021,] [added: 29, 2022,] our annual interest expense would change by approximately $5.0 million for each 100 basis point increase in interest rates.

Based on our [added: cash and] marketable securities outstanding as of October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020,] [added: 30, 2021,] our annual interest income would change by approximately [removed: $19.7] [added: $14.7] million and [removed: $10.6] [added: $19.7] million, respectively, for each 100 basis point increase in interest rates.

To provide a meaningful assessment of the interest rate risk associated with our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of our investment portfolio assuming [removed: a] [added: an immediate] 100 basis point parallel shift in the yield curve.

Based on investment positions as of October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020,] [added: 30, 2021,] 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: 30, 2021,] [added: 29, 2022,] we had [removed: $6.8] [added: $6.6] billion in principal amount of senior unsecured notes outstanding, with a fair value of [removed: $7.1] [added: $5.5] billion.

The fair values of our notes as of October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020,] [added: 30, 2021,] assuming a hypothetical 100 basis point increase in market interest rates, are as follows:

| | | | October [removed: 30, 2021] [added: 29, 2022] | | | | | | | | | | | | | | | | | | October [removed: 31, 2020] [added: 30, 2021] | | | | | | | | | | | | | | |

| [added: Maxim] 2023 Notes, due March 2023 | | | [removed: 500,000] [added: $] | [added: —] | | | | | [removed: 520,236] [added: $] | [added: —] | | | | | [removed: 513,273] [added: $] | [added: —] | | | | | [removed: —] [added: $] | [added: 500,000] | | | | | [removed: —] [added: $] | [added: 520,236] | | | | | [removed: —] [added: $] | [added: 513,273] | |

| 2024 Notes, due October 2024 | | | 500,000 | | | | | | [removed: 500,482] [added: 491,982] | | | | | | [removed: 486,201] [added: 483,035] | | | | | | [removed: —] [added: 500,000] | | | | | | [removed: —] [added: 500,482] | | | | | | [removed: —] [added: 486,201] | | |

| 2025 Notes, due April 2025 | | | 400,000 | | | | | | [removed: 423,265] [added: 383,378] | | | | | | [removed: 409,725] [added: 374,686] | | | | | | 400,000 | | | | | | [removed: 434,919] [added: 423,265] | | | | | | [removed: 417,225] [added: 409,725] | | |

| 2026 Notes, due December 2026 | | | 900,000 | | | | | | [removed: 986,243] [added: 851,479] | | | | | | [removed: 941,160] [added: 820,203] | | | | | | 900,000 | | | | | | [removed: 1,017,505] [added: 986,243] | | | | | | [removed: 962,821] [added: 941,160] | | |

| Maxim 2027 Notes, due June 2027 | | | [removed: 500,000] [added: 59,788] | | | | | | [removed: 542,942] [added: 54,771] | | | | | | [removed: 515,866] [added: 52,534] | | | | | | [removed: —] [added: 500,000] | | | | | | [removed: —] [added: 542,942] | | | | | | [removed: —] [added: 515,866] | | |

| 2028 Notes, due October 2028 | | | 750,000 | | | | | | [removed: 743,109] [added: 621,093] | | | | | | [removed: 696,554] [added: 588,044] | | | | | | [removed: —] [added: 750,000] | | | | | | [removed: —] [added: 743,109] | | | | | | [removed: —] [added: 696,554] | | |

| 2031 Notes, due October 2031 | | | 1,000,000 | | | | | | [removed: 996,702] [added: 786,772] | | | | | | [removed: 912,196] [added: 727,579] | | | | | | [removed: —] [added: 1,000,000] | | | | | | [removed: —] [added: 996,702] | | | | | | [removed: —] [added: 912,196] | | |

| 2036 Notes, due December 2036 | | | 144,278 | | | | | | [removed: 176,960] [added: 126,274] | | | | | | [removed: 158,110] [added: 114,389] | | | | | | [removed: 250,000] [added: 144,278] | | | | | | [removed: 298,153] [added: 176,960] | | | | | | [removed: 265,210] [added: 158,110] | | |

| 2041 Notes, due October 2041 | | | 750,000 | | | | | | [removed: 758,246] [added: 513,709] | | | | | | [removed: 652,754] [added: 450,337] | | | | | | [removed: —] [added: 750,000] | | | | | | [removed: —] [added: 758,246] | | | | | | [removed: —] [added: 652,754] | | |

| 2045 Notes, due December 2045 | | | 332,587 | | | | | | [removed: 469,592] [added: 313,931] | | | | | | [removed: 404,287] [added: 276,820] | | | | | | [removed: 400,000] [added: 332,587] | | | | | | [removed: 538,788] [added: 469,592] | | | | | | [removed: 463,425] [added: 404,287] | | |

| 2051 Notes, due October 2051 | | | 1,000,000 | | | | | | [removed: 1,029,830] [added: 640,766] | | | | | | [removed: 848,513] [added: 545,958] | | | | | | [removed: —] [added: 1,000,000] | | | | | | [removed: —] [added: 1,029,830] | | | | | | [removed: —] [added: 848,513] | | |

Relative to [added: the net unhedged] foreign currency exposures existing at October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020, a] [added: 30, 2021, an immediate] 10% unfavorable movement in foreign currency exchange rates [removed: over the course of the year] would result in approximately [removed: $39.5] [added: $69.5] million of losses and [removed: $18.5] [added: $39.5] million of losses, respectively, in changes in earnings or cash [removed: flows.][added: flows over the course of the year.]

Based on the credit ratings of our counterparties as of October [removed: 30, 2021,] [added: 29, 2022,] we do not believe that there is significant risk of nonperformance by them.

The following table illustrates the effect that [removed: a] [added: an immediate] 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: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020:][added: 30, 2021:]

| | | | October [removed: 30, 2021] [added: 29, 2022] | | | | | | October [removed: 31, 2020] [added: 30, 2021] | | |

| Fair value of forward exchange contracts | | | $ | [removed: (8,085)] [added: (16,984)] | | | | | $ | [removed: 5,427] [added: (8,085)] | |

| Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset | | | $ | [removed: 26,673] [added: 21,193] | | | | | $ | [removed: 21,859] [added: 26,673] | |

| Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability | | | $ | [removed: (41,034)] [added: (51,604)] | | | | | $ | [removed: (20,276)] [added: (41,034)] | |

[removed: The] [added: To the Shareholders and the] Board of Directors [removed: and Shareholders][added: of Analog Devices, Inc.]

We have audited the accompanying consolidated balance sheets of Analog Devices, Inc. (the Company) as of October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020,] [added: 30, 2021,] 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: 30, 2021,] [added: 29, 2022,] 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: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020,] [added: 30, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 30, 2021,] [added: 29, 2022,] 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: 30, 2021,] [added: 29, 2022,] 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: December 3, 2021] [added: November 22, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | As described in Note [removed: 2] [added: 2n] 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: 2021,] [added: 2022,] sales to distributors were [removed: $4.6] [added: $7.5] billion net of expected price protection [removed: discounts] [added: credits] and rights of return for which the liability balance as of October [removed: 30, 2021] [added: 29, 2022] was [removed: $664.2 million.] [added: $749.4 million, of which the vast majority relates to the price protection credits.] Auditing the Company's measurement [removed: of variable consideration] [added: for price protection credits] under distributor contracts involved especially challenging judgment because the calculation involves subjective management assumptions about estimates of expected price protection [removed: discounts and returns.] [added: credits.] For example, estimated [removed: variable consideration] [added: price protection credits] 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 [removed: of variable consideration recognized.] [added: recognized for price protection credits.] | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an [removed: 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] [added: understanding,] evaluated the design and tested the operating effectiveness of [added: controls over] the [removed: relevant controls.] [added: Company's process to calculate the price protection credits.] 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 [removed: discounts and returns.] [added: credits.] 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 [removed: variable consideration.] [added: the price protection credits.] 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 [removed: returns and] price protection [removed: discounts] [added: credits] 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 [removed: variable consideration.] [added: price protection credits.] We also evaluated whether the Company appropriately considered new information that could significantly change the estimated future price protection [removed: discounts or returns.] [added: credits.] | | |

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

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

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

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

| 2027 Notes, due June 2027 | | | 440,212 | | | | | | 410,091 | | | | | | 393,294 | | | | | | — | | | | | | — | | | | | | — | | |

| 2032 Notes, due October 2032 | | | 300,000 | | | | | | 278,359 | | | | | | 257,337 | | | | | | — | | | | | | — | | | | | | — | | |

| | | | Revenue Recognition – Measuring Price Protection Credits | | |

| | | | | | |

| | | | | | |

| | | | | | |

November 22, 2022

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

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

As of October 31, 2020, for each 100 basis point decrease in the ten-year U.S. Treasury rate, the fair value of our outstanding derivative instruments would have changed by approximately $102.0 million.

| 2021 Notes, due December 2021 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 400,000 | | | | | $408,565 | | | | | | $ | 404,170 | |

| Maxim 2023 Notes, due June 2023 | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 526,855 | | | | | | 513,874 | | |

| 2023 Notes, due December 2023 | | | — | | | | | | — | | | | | | — | | | | | | 550,000 | | | | | | 590,177 | | | | | | 572,965 | | |

| 2025 Notes, due December 2025 | | | — | | | | | | — | | | | | | — | | | | | | 850,000 | | | | | | 969,033 | | | | | | 924,695 | | |

Analog Devices, Inc.

| | | | Revenue Recognition – Measuring Variable Consideration | | |

| | | | 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

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

We [added: deliver innovations that connect technology to human breakthroughs and] play a critical role at the intersection of the physical and digital world by providing the building blocks to sense, measure, interpret, connect and power.

- Deepening customer-centricity. [removed: We possess a] [added: Close customer relationships influence aspects of our business: from our] broad range of product [removed: portfolios, applications expertise,] [added: portfolios] and [added: applications expertise to] manufacturing capabilities in high-performance power management and precision and high-speed signal processing technologies.

We strive to be the destination for the world's best engineering talent with a team of more than [removed: 11,000] [added: 11,400] engineers.

- Capitalizing on secular trends. We are positioned to capitalize on important secular growth trends, including [removed: Industry 4.0, 5G communications networks, data center] [added: the Intelligent Edge, industrial automation, ubiquitous] connectivity, electric vehicles, in-cabin experience, digital healthcare and space, as we are well-aligned with the key B2B markets driving this increase in data and we will continue to be a critical partner in the collection, creation and communication of our customers’ edge data.

- the acquisition of Maxim Integrated Products, Inc. (Maxim) [removed: completed on August 26,] [added: in the fiscal year ended October 30,] 2021 [removed: and further described below,] [added: (fiscal 2021),] which strengthens our position as a high-performance analog semiconductor company.

[removed: Analog] [added: Our analog] ICs also provide voltage regulation and power control to electronic systems.

- [removed: *Amplifiers/Radio Frequency (RF)] [added: *Amplifiers/RF] and Microwave*—We are also a leading supplier of high-performance amplifiers which are used to condition analog signals.

- *Sensors & Actuators*—Our analog technology portfolio is comprised of sensor and actuator products, including products based on [removed: MEMS] [added: micro-electro-mechanical systems (MEMS)] technology.

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 [removed: have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even]

| End Market* | | | | | | Percent of Fiscal [removed: 2021] [added: 2022] Revenue | | | | | | Percent of Fiscal [removed: 2020] [added: 2021] Revenue | | | | | | Percent of Fiscal [removed: 2019] [added: 2020] Revenue | | |

| Industrial | | | | | | [removed: 55%] [added: 51%] | | | | | | [removed: 54] [added: 55%] | | [removed: %] | | | | [removed: 50] [added: 54%] | | [removed: %] |

| Automotive | | | | | | [removed: 17%] [added: 21%] | | | | | | [removed: 14] [added: 17%] | | [removed: %] | | | | [removed: 16] [added: 14%] | | [removed: %] |

| Communications | | | | | | 16% | | | | | | [removed: 21] [added: 16%] | | [removed: %] | | | | [removed: 22] [added: 21%] | | [removed: %] |

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

We take real-world phenomena in the most complex environments on the factory [removed: floor,] [added: 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 [removed: flexibility—delivering energy efficiency and sustainability.][added: flexibility.]

| • Automated test equipment | | | | | | • [removed: Battery formation] [added: Automotive] and [added: energy] test | | |

[removed: Customer] products include applications such as:

Automotive [removed: \-] [added: —] We develop differentiated high-performance signal processing solutions, which enable sophisticated transportation systems that span [removed: Infotainment, Electrification] [added: infotainment, electrification] and [removed: Autonomous] [added: autonomous] applications.

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

| • | | | [removed: | | |] Video processing and connectivity | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| • Data centers [removed: &] [added: and] data storage | | | | | | | | |

Consumer — To address the market demand for state of the art personal and professional entertainment systems and the consumer demand for high quality user interfaces, music, movies and photographs, we have developed analog, digital and mixed-signal [added: and power] solutions that meet the rigorous cost and time-to-market requirements of the consumer electronics market.

The emergence of high-performance, feature-rich consumer products has created a market for our high-performance ICs with a high level of specific functionality that enables best in class user [removed: experience.][added: experience and battery management.]

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 [added: varying among products, markets, and customers.]

[removed: Outside of the commitments window noted above, as] [added: As] is customary in the semiconductor industry, we allow most orders to be canceled [added: within a reasonable notification period] 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.

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

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

If any of our key suppliers are unable or unwilling to manufacture and deliver sufficient quantities of components to us on the time schedule and of the quality that we require, we may be forced to seek to engage additional or replacement suppliers, which could result in significant expenses and disruptions or delays in manufacturing, [removed: product development and shipment of product to our customers.]

[removed: We] [added: Although we have experienced shortages of components, materials and external foundry services from time to time, we] are working to balance these constraints as we shift our global resources and [removed: add] [added: change] capacity where appropriate.

[removed: Environmental,] [added: Environment,] Health and Safety Compliance

We endeavor to adhere to applicable [removed: environmental,] [added: environment,] health and safety (EHS) regulatory and industry standards across all of our facilities, and to encourage pollution prevention, reduce our water and energy consumption, [removed: reduce] [added: manage] waste [removed: generation,] [added: streams to divert from landfills,] and strive towards continual improvement.

Our EHS management systems in all of our [added: manufacturing] facilities are certified to ISO 14001:2015 for environmental [removed: management, and all of our facilities conform to ISO 45001 for occupational health and safety.][added: management.]

Our industrial hygiene surveillance program minimizes and prevents exposures in the [removed: workplace and reduces the risk of specific diseases.][added: workplace.]

Our products are subject to increasingly stringent regulations regarding substance content in jurisdictions where we sell [removed: products, including the Restriction of Hazardous Substances (RoHS) directive in the European Union and China and the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) directive in the European Union.][added: products.]

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

Our [removed: Corporate Responsibility] [added: 2021 Environment, Social and Governance (ESG)] Report [removed: (CRR)] states our [removed: commitment] [added: goals] to be carbon neutral by calendar year [removed: 2030 and] [added: 2030, to] achieve net zero emissions by calendar year [removed: 2050,] [added: 2050 or sooner,] to [removed: conserve resources] [added: achieve a water recycling rate of at least 50% in manufacturing facilities] by [removed: consuming less energy and water,] [added: 2025,] to comply with our code of business conduct and [removed: ethics,] [added: ethics] and to apply fair labor [removed: standards, among other things.][added: standards.]

[added: The contents of our website and the] information contained in our [removed: CRR in, nor incorporating it] [added: ESG Report are not incorporated] by reference [removed: into,] [added: into] this Annual Report on Form 10-K.

The [removed: CRR] [added: ESG Report] is available on our website at www.analog.com/sustainability.

have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even any, of the product.

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

*Instrumentation & Measurement* — Trusted measurement is at the forefront of innovation.

With the rapid pace of global transformation, from ubiquitous connectivity, to electrification, to artificial intelligence, to human health and environmental sustainability — all these trends require reliable and efficient test solutions from R&D to manufacturing to field deployment.

We enable high performance measurement through our components and system solutions.

Our RF, high-speed and power management products are designed to enable solutions for complying with evolving communications standards.

Our high-voltage, isolation and precision products are a key part of the systems that are designed for safety, longevity and efficiency in electric vehicles and renewable energy.

Beyond electrical testing, our precision and power technology enable analytical instruments for drug or vaccine R&D and manufacturing, food safety and quality, and environmental monitoring.

| • Electronic test and measurement | | | | | | • Life sciences and drug discovery | | |

| • Environmental and process analysis | | | | | | | | |

Customer

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

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

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

We have experienced increased demand over the past two years leading to a constrained supply environment.

In response, we have added manufacturing capacity to address some of the increased demand.

product development and shipment of product to our customers.

As of October 29, 2022, we held approximately 4,800 U.S. patents and approximately 440 published pending U.S. patent applications.

In addition, our legacy Analog Devices facilities are certified to ISO 45001 for occupational health and safety, and as part of our integration efforts, we are developing a path to certification for our legacy Maxim sites as well.

In fiscal 2021 and the fiscal year ended October 29, 2022 (fiscal 2022), our global injury rates were lower than the U.S. semiconductor industry benchmark.

Substance content of our products includes materials that are subject to conflict mineral reporting requirements.

To support our commitment to ESG, we have implemented an oversight structure which includes a quarterly reporting cadence both to senior management and the Nominating and Corporate Governance Committee of the Board of Directors.

These quarterly reports include updates on progress against goals, assessment of regulatory preparedness, stakeholder engagement feedback, and programmatic progress and challenges.

Senior leadership and our internal audit team regularly provide the Audit Committee of the Board of Directors with updates on the performance of our program.

At least annually, the Chief Information Officer updates the full Board of Directors on information security matters and risk, including cybersecurity.

In addition, we encourage employees to organize and develop different employment networks, which contribute to our broader diversity and inclusion initiatives.

Our current employee networks include the Analog Veterans Network, Neurodiversity Network, People of Color and Allies Network, Pride Network, Women’s Leadership Network, Young Professionals Network, the Green Team and the Communities Activities Board.

assistance; backup child and adult care; adoption support; and family college planning.

any, of the product.

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

| | | | | | | | | |

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

*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.

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

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

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

varying among products, markets, and customers.

Our competitors include but are not limited to:

| • Broadcom Inc. | | | | | | • Monolithic Power Systems, Inc. | | |

| • Infineon Technologies AG | | | | | | • NXP Semiconductors N.V. | | |

| • Microchip Technology Incorporated | | | | | | • Qorvo, Inc. | | |

| • 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.

As of October 30, 2021, we held approximately 4,700 U.S. patents and approximately 400 published pending U.S. patent applications with expiration dates ranging from 2021 through 2041.

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.

Senior leadership and Internal Audit present to our full Board of Directors on information security and cybersecurity matters and risks at least annually.

We launched the People of Color and Allies Network (POCAN), a new employee resource group focused on elevating and prioritizing the needs of people of color and creating opportunities to support colleagues from underrepresented groups.

POCAN broadens our network of existing employee groups, including the Women's Leadership Network, Young Professionals Network, and LGBTQ+ Network, which all contribute to our broader diversity and inclusion initiatives.

We conduct annual assessments that review department goals to identify talent needs, assess how each division is positioned from a talent perspective, review the current state of talent vitality for each division, review key talent segments and prioritize actions to identify and develop talent.

We encourage all employees to never stop learning through the 70-20-10 philosophy.

We believe that by employees growing through career experiences (70%), learning from others (20%) and education (10%), they can continue to further their own growth and development.

We offer employees access to various internal and external formal training and development courses to support individual development.

We regularly review succession plans and focus on promoting internal talent to help grow our employees' careers.

For information regarding material pending legal proceedings in which we are involved, see Note 10, *Commitments and Contingencies* of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K.

For the fiscal year ended October [removed: 30, 2021][added: 29, 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $42,211,000,000] [added: $62,631,000,000] based on the last reported sale of the Common Stock on The Nasdaq Global Select Market on April 30, [removed: 2021.][added: 2022.]

As of October [removed: 30, 2021,] [added: 29, 2022,] there were [removed: 525,330,672] [added: 509,295,941] 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: 9, 2022] [added: 8, 2023] | | | | | | III | | |

| [Note about Forward-Looking [removed: Statements](#iaec4a723e453454e8c9952bc9031b1c7_10)] [added: Statements](#i11cbfe494a834207b8f3339b81fc8573_10)] | | | [removed: [1](#iaec4a723e453454e8c9952bc9031b1c7_10)] [added: [1](#i11cbfe494a834207b8f3339b81fc8573_10)] | | |

| [Item 1. [removed: Business](#iaec4a723e453454e8c9952bc9031b1c7_16)] [added: Business](#i11cbfe494a834207b8f3339b81fc8573_16)] | | | [removed: [2](#iaec4a723e453454e8c9952bc9031b1c7_16)] [added: [2](#i11cbfe494a834207b8f3339b81fc8573_16)] | | |

| [Item 1A. Risk [removed: Factors](#iaec4a723e453454e8c9952bc9031b1c7_19)] [added: Factors](#i11cbfe494a834207b8f3339b81fc8573_19)] | | | [removed: [11](#iaec4a723e453454e8c9952bc9031b1c7_19)] [added: [11](#i11cbfe494a834207b8f3339b81fc8573_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#iaec4a723e453454e8c9952bc9031b1c7_22)] [added: Comments](#i11cbfe494a834207b8f3339b81fc8573_22)] | | | [removed: [22](#iaec4a723e453454e8c9952bc9031b1c7_22)] [added: [24](#i11cbfe494a834207b8f3339b81fc8573_22)] | | |

| [Item 2. [removed: Properties](#iaec4a723e453454e8c9952bc9031b1c7_25)] [added: Properties](#i11cbfe494a834207b8f3339b81fc8573_25)] | | | [removed: [23](#iaec4a723e453454e8c9952bc9031b1c7_25)] [added: [25](#i11cbfe494a834207b8f3339b81fc8573_25)] | | |

| [Item 3. Legal [removed: Proceedings](#iaec4a723e453454e8c9952bc9031b1c7_28)] [added: Proceedings](#i11cbfe494a834207b8f3339b81fc8573_28)] | | | [removed: [24](#iaec4a723e453454e8c9952bc9031b1c7_28)] [added: [26](#i11cbfe494a834207b8f3339b81fc8573_28)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#iaec4a723e453454e8c9952bc9031b1c7_31)] [added: Disclosures](#i11cbfe494a834207b8f3339b81fc8573_31)] | | | [removed: [24](#iaec4a723e453454e8c9952bc9031b1c7_31)] [added: [26](#i11cbfe494a834207b8f3339b81fc8573_31)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iaec4a723e453454e8c9952bc9031b1c7_40)] [added: Securities](#i11cbfe494a834207b8f3339b81fc8573_40)] | | | [removed: [26](#iaec4a723e453454e8c9952bc9031b1c7_40)] [added: [27](#i11cbfe494a834207b8f3339b81fc8573_40)] | | |

| [removed: [Item](#iaec4a723e453454e8c9952bc9031b1c7_1417) [](#iaec4a723e453454e8c9952bc9031b1c7_1417)[6](#iaec4a723e453454e8c9952bc9031b1c7_1417)[.](#iaec4a723e453454e8c9952bc9031b1c7_1417) [](#iaec4a723e453454e8c9952bc9031b1c7_1417)Reserved] [added: [Item 6.](#i11cbfe494a834207b8f3339b81fc8573_43) Reserved] | | | [removed: [27](#iaec4a723e453454e8c9952bc9031b1c7_1417)] [added: [28](#i11cbfe494a834207b8f3339b81fc8573_43)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iaec4a723e453454e8c9952bc9031b1c7_46)] [added: Operations](#i11cbfe494a834207b8f3339b81fc8573_49)] | | | [removed: [28](#iaec4a723e453454e8c9952bc9031b1c7_46)] [added: [29](#i11cbfe494a834207b8f3339b81fc8573_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#iaec4a723e453454e8c9952bc9031b1c7_52)] [added: Risk](#i11cbfe494a834207b8f3339b81fc8573_55)] | | | [removed: [41](#iaec4a723e453454e8c9952bc9031b1c7_52)] [added: [41](#i11cbfe494a834207b8f3339b81fc8573_55)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#iaec4a723e453454e8c9952bc9031b1c7_55)] [added: Firm](#i11cbfe494a834207b8f3339b81fc8573_58)] | | | [removed: [43](#iaec4a723e453454e8c9952bc9031b1c7_55)] [added: [43](#i11cbfe494a834207b8f3339b81fc8573_58)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#iaec4a723e453454e8c9952bc9031b1c7_58)] [added: Data](#i11cbfe494a834207b8f3339b81fc8573_61)] | | | [removed: [45](#iaec4a723e453454e8c9952bc9031b1c7_58)] [added: [45](#i11cbfe494a834207b8f3339b81fc8573_61)] | | |

| [Consolidated Statements of [removed: Income](#iaec4a723e453454e8c9952bc9031b1c7_61)] [added: Income](#i11cbfe494a834207b8f3339b81fc8573_64)] | | | [removed: [45](#iaec4a723e453454e8c9952bc9031b1c7_61)] [added: [45](#i11cbfe494a834207b8f3339b81fc8573_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#iaec4a723e453454e8c9952bc9031b1c7_64)] [added: Income](#i11cbfe494a834207b8f3339b81fc8573_67)] | | | [removed: [46](#iaec4a723e453454e8c9952bc9031b1c7_64)] [added: [46](#i11cbfe494a834207b8f3339b81fc8573_67)] | | |

| [Consolidated Balance [removed: Sheets](#iaec4a723e453454e8c9952bc9031b1c7_67)] [added: Sheets](#i11cbfe494a834207b8f3339b81fc8573_70)] | | | [removed: [47](#iaec4a723e453454e8c9952bc9031b1c7_67)] [added: [47](#i11cbfe494a834207b8f3339b81fc8573_70)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#iaec4a723e453454e8c9952bc9031b1c7_70)] [added: Equity](#i11cbfe494a834207b8f3339b81fc8573_73)] | | | [removed: [48](#iaec4a723e453454e8c9952bc9031b1c7_70)] [added: [48](#i11cbfe494a834207b8f3339b81fc8573_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iaec4a723e453454e8c9952bc9031b1c7_76)] [added: Flows](#i11cbfe494a834207b8f3339b81fc8573_76)] | | | [removed: [49](#iaec4a723e453454e8c9952bc9031b1c7_76)] [added: [49](#i11cbfe494a834207b8f3339b81fc8573_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#iaec4a723e453454e8c9952bc9031b1c7_79)] [added: Statements](#i11cbfe494a834207b8f3339b81fc8573_79)] | | | [removed: [50](#iaec4a723e453454e8c9952bc9031b1c7_79)] [added: [50](#i11cbfe494a834207b8f3339b81fc8573_79)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iaec4a723e453454e8c9952bc9031b1c7_139)] [added: Disclosure](#i11cbfe494a834207b8f3339b81fc8573_133)] | | | [removed: [88](#iaec4a723e453454e8c9952bc9031b1c7_139)] [added: [85](#i11cbfe494a834207b8f3339b81fc8573_133)] | | |

| [Item 9A. Controls and [removed: Procedures](#iaec4a723e453454e8c9952bc9031b1c7_142)] [added: Procedures](#i11cbfe494a834207b8f3339b81fc8573_136)] | | | [removed: [88](#iaec4a723e453454e8c9952bc9031b1c7_142)] [added: [85](#i11cbfe494a834207b8f3339b81fc8573_136)] | | |

| [Item 9B. Other [removed: Information](#iaec4a723e453454e8c9952bc9031b1c7_145)] [added: Information](#i11cbfe494a834207b8f3339b81fc8573_139)] | | | [removed: [90](#iaec4a723e453454e8c9952bc9031b1c7_145)] [added: [87](#i11cbfe494a834207b8f3339b81fc8573_139)] | | |

| [removed: [Item](#iaec4a723e453454e8c9952bc9031b1c7_1466) [9](#iaec4a723e453454e8c9952bc9031b1c7_1466)[C](#iaec4a723e453454e8c9952bc9031b1c7_1466)[.](#iaec4a723e453454e8c9952bc9031b1c7_1466) [D](#iaec4a723e453454e8c9952bc9031b1c7_1466)isclosure] [added: [Item 9C. D](#i11cbfe494a834207b8f3339b81fc8573_142)isclosure] Regarding Foreign Jurisdictions That Prevent Inspections | | | [removed: [90](#iaec4a723e453454e8c9952bc9031b1c7_1466)] [added: [87](#i11cbfe494a834207b8f3339b81fc8573_142)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#iaec4a723e453454e8c9952bc9031b1c7_151)] [added: Governance](#i11cbfe494a834207b8f3339b81fc8573_148)] | | | [removed: [91](#iaec4a723e453454e8c9952bc9031b1c7_151)] [added: [88](#i11cbfe494a834207b8f3339b81fc8573_148)] | | |

| [Item 11. Executive [removed: Compensation](#iaec4a723e453454e8c9952bc9031b1c7_154)] [added: Compensation](#i11cbfe494a834207b8f3339b81fc8573_151)] | | | [removed: [91](#iaec4a723e453454e8c9952bc9031b1c7_154)] [added: [88](#i11cbfe494a834207b8f3339b81fc8573_151)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iaec4a723e453454e8c9952bc9031b1c7_157)] [added: Matters](#i11cbfe494a834207b8f3339b81fc8573_154)] | | | [removed: [91](#iaec4a723e453454e8c9952bc9031b1c7_157)] [added: [88](#i11cbfe494a834207b8f3339b81fc8573_154)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iaec4a723e453454e8c9952bc9031b1c7_160)] [added: Independence](#i11cbfe494a834207b8f3339b81fc8573_157)] | | | [removed: [91](#iaec4a723e453454e8c9952bc9031b1c7_160)] [added: [88](#i11cbfe494a834207b8f3339b81fc8573_157)] | | |

| [Item 14. Principal [removed: Accounting Fees] [added: Account](#i11cbfe494a834207b8f3339b81fc8573_160)[ant](#i11cbfe494a834207b8f3339b81fc8573_160) [Fees] and [removed: Services](#iaec4a723e453454e8c9952bc9031b1c7_163)] [added: Services](#i11cbfe494a834207b8f3339b81fc8573_160)] | | | [removed: [91](#iaec4a723e453454e8c9952bc9031b1c7_163)] [added: [88](#i11cbfe494a834207b8f3339b81fc8573_160)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#iaec4a723e453454e8c9952bc9031b1c7_169)] [added: Schedules](#i11cbfe494a834207b8f3339b81fc8573_166)] | | | [removed: [92](#iaec4a723e453454e8c9952bc9031b1c7_169)] [added: [89](#i11cbfe494a834207b8f3339b81fc8573_166)] | | |

| [removed: [S](#iaec4a723e453454e8c9952bc9031b1c7_178)[chedule](#iaec4a723e453454e8c9952bc9031b1c7_178) [II] [added: [Schedule II] - [removed: V](#iaec4a723e453454e8c9952bc9031b1c7_178)[a](#iaec4a723e453454e8c9952bc9031b1c7_178)luation] [added: Va](#i11cbfe494a834207b8f3339b81fc8573_175)luation] and Qualifying Accounts | | | [removed: [98](#iaec4a723e453454e8c9952bc9031b1c7_178)] [added: [96](#i11cbfe494a834207b8f3339b81fc8573_175)] | | |

| [Item 16. Form 10-K [removed: Summary](#iaec4a723e453454e8c9952bc9031b1c7_181)] [added: Summary](#i11cbfe494a834207b8f3339b81fc8573_178)] | | | [removed: [99](#iaec4a723e453454e8c9952bc9031b1c7_181)] [added: [97](#i11cbfe494a834207b8f3339b81fc8573_178)] | | |

In addition, any statements that refer to projections regarding our future financial performance; our anticipated growth and trends in our businesses; [added: new or improved innovative solutions, products, and technologies; the effects of business, economic, political, legal, and regulatory impacts or conflicts upon] our [added: global operations; changes in demand for semiconductors and the related changes in demand and supply for our products; manufacturing, delays, product availability, and supply chain disruptions; our ability to recruit or retain our key personnel; our] future liquidity, capital needs and capital expenditures; [added: our development of technologies and research and development investments;] 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 [removed: ability] [added: plans] to pay dividends or repurchase stock; [removed: our ability to service] [added: servicing] 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; [removed: our ability] [added: plans] to [removed: successfully] integrate [added: or realize the benefits or synergies expected of] acquired businesses and technologies, including the acquired business, operations and employees of Maxim Integrated Products, Inc.; [added: our continued initiatives to consolidate our footprint related to our business units including our manufacturing, engineering, sales, marketing] and [added: administrative offices; implementation of environment, health and safety standards; environment, social and governance related goals; and] other characterizations of future events or circumstances are forward-looking statements.

| [PART I](#i11cbfe494a834207b8f3339b81fc8573_13) | | | [2](#i11cbfe494a834207b8f3339b81fc8573_13) | | |

| [PART II](#i11cbfe494a834207b8f3339b81fc8573_37) | | | [27](#i11cbfe494a834207b8f3339b81fc8573_37) | | |

| | | | | | |

| [PART III](#i11cbfe494a834207b8f3339b81fc8573_145) | | | [88](#i11cbfe494a834207b8f3339b81fc8573_145) | | |

| [PART IV](#i11cbfe494a834207b8f3339b81fc8573_163) | | | [89](#i11cbfe494a834207b8f3339b81fc8573_163) | | |

| [Signatures](#i11cbfe494a834207b8f3339b81fc8573_181) | | | [98](#i11cbfe494a834207b8f3339b81fc8573_181) | | |

*Title of Class*

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

| Information About our [Executive Officers](#iaec4a723e453454e8c9952bc9031b1c7_34) | | | [25](#iaec4a723e453454e8c9952bc9031b1c7_34) | | |

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

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

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

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

| Cavite, Philippines | | | | | | Wafer probe and testing, warehouse, engineering and administrative offices | | | | | | [removed: 1,321,000] [added: 1,518,000] sq. ft. | | |

| Wilmington, MA | | | | | | Corporate headquarters, wafer fabrication, testing, engineering, sales, marketing and administrative offices | | | | | | [removed: 818,000] [added: 826,000] sq. ft. | | |

| Limerick, Ireland | | | | | | Wafer fabrication, wafer probe and testing, warehouse and distribution, engineering and administrative offices | | | | | | [removed: 632,000] [added: 646,000] sq. ft. | | |

| [removed: Milpitas, CA] [added: Penang, Malaysia] (1) | | | | | | Wafer probe and [removed: testing; warehouse and distribution; engineering, sales, marketing] [added: testing, assembly] and [removed: administrative] [added: engineering] offices | | | | | | [removed: 427,000] [added: 364,000] sq. ft. | | |

| [removed: Penang, Malaysia (2)] [added: Beaverton, OR] | | | | | | Wafer [removed: probe and testing, assembly and] [added: fabrication,] engineering [added: and administrative] offices | | | | | | [removed: 350,000] [added: 432,000] sq. ft. | | |

[removed: (2)Leases] [added: (1)Leases] on the land used for this facility expire in 2054 through 2057.

| [removed: Santa Clara,] [added: San Jose,] CA | | | | | | [removed: Engineering, sales, marketing] [added: Manufacturing, marketing,] and administrative offices | | | | | | [removed: 445,000] [added: 103,000] sq. ft. | | | | | | [removed: 2030] [added: 2035] | | | | | | [removed: 2,] [added: 1,] five-yr. [removed: periods] [added: period] | | |

Leases for these leased facilities expire at various dates through the year [removed: 2030.][added: 2039.]

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

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

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

| Beaverton, OR | | | | | | Wafer fabrication, engineering and administrative offices | | | | | | 312,000 sq. ft. | | |

(1)For further information concerning our held for sale 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.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

There is no family relationship among any of our executive officers.

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

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

| Executive Officer | | | | | | Age | | | | | | Position(s) | | | | | | Business Experience | | |

| Vincent Roche | | | | | | 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 | | | | | | 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 | | | | | | 56 | | | | | | Senior Vice President, Industrial & Multi-Markets | | | | | | Senior Vice President, 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 from September 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 | | | | | | 53 | | | | | | Senior Vice President, Automotive, Communications and Aerospace | | | | | | Senior Vice President, Automotive, Communications and Aerospace 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. | | |

The number of holders of record of our common stock at November [removed: 26, 2021] [added: 18, 2022] was [removed: 2,492.][added: 2,382.]

On October [removed: 29, 2021,] [added: 28, 2022,] the last reported sales price of our common stock on The Nasdaq Global Select Market was [removed: $173.49] [added: $144.88] per share.

On November [removed: 22, 2021,] [added: 21, 2022,] our Board of Directors declared a cash dividend of [removed: $0.69] [added: $0.76] per outstanding share of common stock.

The dividend will be paid on December [removed: 14, 2021] [added: 15, 2022] to all shareholders of record at the close of business on December [removed: 3, 2021] [added: 5, 2022] and is expected to total approximately [removed: $362.5] [added: $387.1] million.

The table below summarizes the activity related to stock repurchases for the three months ended October [removed: 30, 2021.][added: 29, 2022.]

As of October [removed: 30, 2021,] [added: 29, 2022,] the Company had repurchased a total of approximately [removed: 171.6] [added: 189.6] million shares of its common stock for approximately [removed: $8.8] [added: $11.7] billion under our share repurchase [removed: program, excluding the $500.0 million noted above.][added: program.]

An additional [removed: $7.4] [added: $4.9] billion remains available for repurchase of shares under the current authorized program.

| 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 (4)] [added: Programs] | | |

(1)Includes [removed: 227,937] [added: 87,594] shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.

The following graph compares cumulative total shareholder return on our common stock since October [removed: 29, 2016] [added: 28, 2017] 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: 29, 2016] [added: 28, 2017] in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested.

[removed: ][added: ]

| July 31, 2022 through August 27, 2022 | | | | | | 1,572,964 | | | | | | $ | 172.62 | | | | | 1,515,606 | | | | | | $ | 5,471,910,519 | |

| August 28, 2022 through September 24, 2022 | | | | | | 1,058,260 | | | | | | $ | 148.76 | | | | | 1,041,800 | | | | | | $ | 5,316,957,211 | |

| September 25, 2022 through October 29, 2022 | | | | | | 2,718,976 | | | | | | $ | 143.15 | | | | | 2,705,200 | | | | | | $ | 4,929,659,276 | |

| Total | | | | | | 5,350,200 | | | | | | $ | 152.93 | | | | | 5,262,606 | | | | | | $ | 4,929,659,276 | |

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).

| 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.

The following discussion includes [removed: a comparison of our Results] [added: results] of [removed: Operations and Liquidity] [added: operations] and [removed: Capital Resources] [added: financial condition] for the fiscal [removed: years] [added: year] ended October [removed: 30, 2021] [added: 29, 2022] (fiscal [removed: 2021),] [added: 2022) and] the fiscal year ended October [removed: 31, 2020] [added: 30, 2021] (fiscal [removed: 2020)] [added: 2021)] and [removed: the] [added: year-over-year comparisons between] fiscal [removed: year ended November 2, 2019 (fiscal 2019).][added: 2022 and fiscal 2021.]

Fiscal [removed: 2021, fiscal 2020] [added: 2022] and fiscal [removed: 2019] [added: 2021] were 52-week fiscal periods.

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

Each of these countries has been affected by the pandemic and taken measures to try to contain it, resulting in disruptions at some of our manufacturing operations and [added: facilities, including restrictions on our access to] facilities.

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

[added: For discussion on results of operations and financial condition for fiscal 2021 and the fiscal year ended October 31, 2020 (fiscal 2020) and year-over-year comparisons between fiscal 2021 and fiscal 2020, please refer to] Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations in Part II, Item 7] of our [added: Annual Report on] Form 10-K for fiscal [removed: 2020] [added: 2021] filed with the Securities and Exchange Commission on [removed: November 24, 2020.][added: December 3, 2021.]

| | | | Fiscal Year | | | | | | | | | | | | [added: 2022 over 2021] | | | | | | [removed: 2021 over 2020] | | | | | | | | | | | | [removed: 2020 over 2019] | | | | | | | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] | | | | | | $ Change | | | | | | % Change | | | | | | [removed: $ Change] | | | | | | [removed: % Change] | | |

| Gross margin % | | | [removed: 61.8] [added: 62.7] | | % | | | | [removed: 65.9] [added: 61.8] | | % | | | | [removed: 67.0] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income as a % of revenue | | | [removed: 19.0] [added: 22.9] | | % | | | | [removed: 21.8] [added: 19.0] | | % | | | | [removed: 22.8] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

Such reclassifications typically do not materially change the sizing of, or the underlying trends of results [removed: within] [added: within,] each end market.

| | | | Fiscal [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | Fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: Fiscal 2019] | | | | | | | | |

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

| Total Revenue | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | 100 | | % | | | | [removed: 31] [added: 64] | | % | | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | 100 | | % | | | | [removed: (6)] | | [removed: %] | | | | [removed: $] | [removed: 5,991,065] | | | | | [removed: 100] | | [removed: %] |

Revenue increased across all end markets in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020] [added: 2021] primarily as a result of [removed: higher] [added: the Acquisition, which contributed approximately 65% of the increase in total revenue year over year, a] broad-based [added: increase in] demand for our products [removed: sold into the Automotive, Consumer and Industrial] [added: across all] end [removed: markets.][added: markets as well as inflationary price increases.]

| | | | Fiscal [removed: 2021 | | |] [added: 2022] | | | | | | | | | | | | Fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: Fiscal 2019] | | | | | | | | |

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

| Direct customers | | | [removed: 2,600,353] [added: 4,423,883] | | | | | | [removed: 36] [added: 37] | | % | | | | [removed: | | | 2,300,493] [added: 2,600,353] | | | | | | [removed: 41] [added: 36] | | % | | | | [removed: 2,506,065] | | | | | | [removed: 42] | | [removed: %] |

| Other | | | [removed: 127,989] [added: 131,592] | | | | | | [removed: 2] [added: 1] | | % | | | | [removed: | | | 86,261] [added: 127,989] | | | | | | 2 | | % | | | | [removed: 75,839] | | | | | | [removed: 1] | | [removed: %] |

| Total Revenue | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | 100 | | % | | | | [removed: | | |] $ | [removed: 5,603,056] [added: 7,318,286] | | | | | 100 | | % | | | | [removed: $] | [removed: 5,991,065] | | | | | [removed: 100] | | [removed: %] |

[removed: The] [added: As indicated in the table above, the] percentage of total revenue sold via each channel [added: has remained relatively consistent in the periods presented, but] can fluctuate from time to time based on end customer demand.

Revenue by geographic region, based upon the geographic location of the distributors or OEMs who purchased the Company's products, for fiscal [removed: 2021, fiscal 2020] [added: 2022] and fiscal [removed: 2019] [added: 2021] was as follows:

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] | | | | | | $ Change | | | | | | % Change (1) | | | | | | [removed: $ Change] | | | | | | [removed: % Change (1)] | | |

| Rest of North and South America | | | [removed: 42,830] [added: 72,497] | | | | | | [removed: 41,250] [added: 42,830] | | | | | | [removed: 55,059] | | | | | | [removed: 1,580] [added: 29,667] | | | | | | [removed: 4] [added: 69] | | % | | | | [removed: (13,809)] | | | | | | [removed: (25)] | | [removed: %] |

Total revenue increased in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020] [added: 2021] due to [added: the incremental impact of revenue from the Acquisition,] broad-based, global demand in the semiconductor industry as well as [removed: the incremental impact of revenue from the Acquisition.][added: inflationary price increases.]

[removed: Gross margin percentage in fiscal 2021 decreased by 410 basis points compared to fiscal 2020, primarily as a result of recording] [added: This] additional [removed: costs related to the Acquisition, including $331.1 million and $155.4 million of] cost of goods sold related to the [added: Acquisition consisted of amortization expense of intangible assets of $857.1 million in fiscal 2022 compared to $155.4 million in fiscal 2021, and nonrecurring] fair value adjustments recorded to inventory [removed: and amortization expense] of [removed: intangible assets, respectively.][added: $271.4 million in fiscal 2022 compared to $331.1 million in fiscal 2021.]

| R&D expenses as a % of revenue | | | [removed: 18] [added: 14] | | % | | | | [removed: 19] [added: 18] | | % | | | | [removed: 19] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: R&D] [added: SMG&A] expenses increased in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020] [added: 2021,] primarily as a result of [removed: higher R&D employee-related variable compensation expense, incremental R&D expenses incurred as a result of] the Acquisition [removed: and] [added: as well as] higher salary and benefit [removed: expenses.][added: expenses and higher variable compensation expenses, partially offset by lower acquisition-related transaction costs.]

| SMG&A expenses as a % of revenue | | | [removed: 13] [added: 11] | | % | | | | [removed: 12] [added: 13] | | % | | | | [removed: 11] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization expenses as a % of revenue | | | [removed: 7] [added: 8] | | % | | | | [removed: 8] [added: 7] | | % | | | | [removed: 7] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

Amortization expenses increased in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020,] [added: 2021,] primarily as a result of [removed: $105.8 million of] amortization expense of intangible assets recorded as part of the Acquisition.

[removed: *Repositioning Actions:* In] [added: Special charges, net increased in] fiscal [removed: 2020, we recorded special charges of $49.4 million] [added: 2022] as [added: compared to fiscal 2021, primarily as] a result of [added: charges recorded as part of the integration of Maxim and continued] organizational initiatives to better align [removed: its] [added: our] global workforce with [removed: its] [added: our] long-term strategic plan.

| Operating income as a % of revenue | | | [removed: 23.1] [added: 27.3] | | % | | | | [removed: 26.7] [added: 23.1] | | % | | | | [removed: 28.6] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

The increase in operating income in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020] [added: 2021] was primarily the result of a [removed: $834.5] [added: $3,007.5] million increase in gross margin, partially offset by a [removed: $255.5] [added: $475.8] million increase in [removed: SMG&A] [added: amortization] expenses, a [removed: $245.6] [added: $404.4] million increase in R&D expenses, a [removed: $107.4] [added: $350.8] million increase in [removed: amortization] [added: SMG&A] expenses and a [removed: $32.1] [added: $190.1] million increase in special charges, net as more fully described above under the headings *Gross Margin, [added: Amortization of Intangibles, Research and Development (R&D),] Selling, Marketing, General and Administrative [removed: (SMG&A), Research and Development (R&D), Amortization of Intangibles*] [added: (SMG&A)*] and *Special Charges, Net*.

| | | | Fiscal Year | | | | | | | | | | | | [added: 2022 over 2021] | | | | | | [removed: 2021 over 2020] | | | | | | [removed: 2020 over 2019] | | | [added: | | | | | | | | | | | |]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] | | | | | | $ Change | | | | | | [removed: $] [added: %] Change | | | [added: | | | | | | | | | | | |]

The year-over-year [removed: increase] [added: decrease] in nonoperating expense in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020] [added: 2021] was primarily the result of a loss on the extinguishment of debt [added: of $215.2 million] related to debt transactions in the fourth quarter of fiscal 2021, partially offset by [removed: gains recorded on other investments and a decrease in] [added: higher] interest expense [added: in fiscal 2022] related to our debt obligations [added: and fewer gains on investments] in [removed: the period.][added: fiscal 2022.]

[removed: *(Benefit From) Provision] [added: *Provision] for [added: (Benefit From)] Income Taxes*

| Effective income tax rate | | | [removed: (4.6)] [added: 11.3] | | % | | | | [removed: 6.9] [added: (4.6)] | | % | | | | [removed: 8.3] | | [removed: %] | | | | | | | | | | | | | | | | | | | | | | | | |

The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows continues to largely depend on future developments, including the duration, scope and severity of the pandemic, any additional resurgences, variants and severity of variants and the ability to effectively and widely manufacture and distribute vaccines, which are not within our control and cannot be accurately predicted and are uncertain.

| Revenue | | | $ | 12,013,953 | | | | | $ | 7,318,286 | | | | | | | | | | | $ | 4,695,667 | | | | | 64 | | % | | | | | | | | | | | | |

| Net income | | | $ | 2,748,561 | | | | | $ | 1,390,422 | | | | | | | | | | | $ | 1,358,139 | | | | | 98 | | % | | | | | | | | | | | | |

| Diluted EPS | | | $ | 5.25 | | | | | $ | 3.46 | | | | | | | | | | | $ | 1.79 | | | | | 52 | | % | | | | | | | | | | | | |

| Industrial | | | $ | 6,069,332 | | | | | 51 | | % | | | | 51 | | % | | | | $ | 4,026,909 | | | | | 55 | | % | | | | | | | | | | | | | | | | | | |

| Automotive | | | 2,515,513 | | | | | | 21 | | % | | | | 102 | | % | | | | 1,248,169 | | | | | | 17 | | % | | | | | | | | | | | | | | | | | | |

| Communications | | | 1,880,697 | | | | | | 16 | | % | | | | 56 | | % | | | | 1,206,867 | | | | | | 16 | | % | | | | | | | | | | | | | | | | | | |

| Consumer | | | 1,548,411 | | | | | | 13 | | % | | | | 85 | | % | | | | 836,341 | | | | | | 11 | | % | | | | | | | | | | | | | | | | | | |

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

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

| Distributors | | | $ | 7,458,478 | | | | | 62 | | % | | | | $ | 4,589,944 | | | | | 63 | | % | | | | | | | | | | | | |

| United States | | | $ | 4,025,398 | | | | | $ | 2,389,439 | | | | | | | | | | | $ | 1,635,959 | | | | | 68 | | % | | | | | | | | | | | | |

| Europe | | | 2,534,423 | | | | | | 1,592,989 | | | | | | | | | | | | 941,434 | | | | | | 59 | | % | | | | | | | | | | | | |

| Japan | | | 1,221,549 | | | | | | 787,966 | | | | | | | | | | | | 433,583 | | | | | | 55 | | % | | | | | | | | | | | | |

| China | | | 2,563,536 | | | | | | 1,614,396 | | | | | | | | | | | | 949,140 | | | | | | 59 | | % | | | | | | | | | | | | |

| Rest of Asia | | | 1,596,550 | | | | | | 890,666 | | | | | | | | | | | | 705,884 | | | | | | 79 | | % | | | | | | | | | | | | |

| Total Revenue | | | $ | 12,013,953 | | | | | $ | 7,318,286 | | | | | | | | | | | $ | 4,695,667 | | | | | 64 | | % | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | |

| Gross margin | | | $ | 7,532,474 | | | | | $ | 4,525,012 | | | | | | | | | | | $ | 3,007,462 | | | | | 66 | | % | | | | | | | | | | | | |

| Gross margin % | | | 62.7 | | % | | | | 61.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Gross margin percentage in fiscal 2022 increased by 90 basis points compared to fiscal 2021 primarily as a result of favorable product mix, synergies related to the Acquisition and higher utilization of our factories due to increased customer demand, partially offset by additional cost of goods sold related to the Acquisition.

In addition, gross margin percentage in fiscal 2022 included price increases in revenue to offset inflationary cost increases.

| | | | Fiscal Year | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| R&D expenses | | | $ | 1,700,518 | | | | | $ | 1,296,126 | | | | | | | | | | | $ | 404,392 | | | | | 31 | | % | | | | | | | | | | | | |

R&D expenses increased in fiscal 2022 as compared to fiscal 2021 primarily as a result of the Acquisition.

| | | | Fiscal Year | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| SMG&A expenses | | | $ | 1,266,175 | | | | | $ | 915,418 | | | | | | | | | | | $ | 350,757 | | | | | 38 | | % | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Amortization expenses | | | $ | 1,012,572 | | | | | $ | 536,811 | | | | | | | | | | | $ | 475,761 | | | | | 89 | | % | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Special charges, net | | | $ | 274,509 | | | | | $ | 84,456 | | | | | | | | | | | $ | 190,053 | | | | | 225 | | % | | | | | | | | | | | | |

| Special charges, net as a % of revenue | | | 2 | | % | | | | 1 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

During the third quarter of fiscal 2022, we transitioned our engineering, sales, marketing and administrative activities from a leased property in Santa Clara, California to an owned property in San Jose, California.

As a result, we entered into a sublease agreement for a portion of the leased property and recorded an impairment charge of $91.9 million in the third quarter of fiscal 2022 related to the associated asset group.

The remaining charges were for severance and benefit costs as well as charges recorded from the acceleration of equity awards in connection with the termination of certain employees in manufacturing, engineering and SMG&A roles at sites assumed in connection with the Acquisition and various other locations throughout the world.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2022 over 2021 | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

The full extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain such as the continued duration and severity of the pandemic, the 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.

A discussion of changes in our results of operations from fiscal 2019 to fiscal 2020 has been omitted from this Form 10-K, but may be found in “Item 7.

| Revenue | | | $ | 7,318,286 | | | | | $ | 5,603,056 | | | | | $ | 5,991,065 | | | | | $ | 1,715,230 | | | | | 31 | | % | | | | $ | (388,009) | | | | | (6) | | % |

| Net income | | | $ | 1,390,422 | | | | | $ | 1,220,761 | | | | | $ | 1,363,011 | | | | | $ | 169,661 | | | | | 14 | | % | | | | $ | (142,250) | | | | | (10) | | % |

| Diluted EPS | | | $ | 3.46 | | | | | $ | 3.28 | | | | | $ | 3.65 | | | | | $ | 0.18 | | | | | 5 | | % | | | | $ | (0.37) | | | | | (10) | | % |

| 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 in the Communications end market was also slightly higher in fiscal 2021 compared to fiscal 2020 as the timing of infrastructure deployment cycles in certain regions offset higher demand.

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.

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

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

| Distributors | | | $ | 4,589,944 | | | | | 63 | | % | | | | | | | $ | 3,216,302 | | | | | 57 | | % | | | | $ | 3,409,161 | | | | | 57 | | % |

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

| | | | | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | |

| United States | | | $ | 2,389,439 | | | | | $ | 1,887,443 | | | | | $ | 2,020,886 | | | | | $ | 501,996 | | | | | 27 | | % | | | | $ | (133,443) | | | | | (7) | | % |

| Europe | | | 1,592,989 | | | | | | 1,245,695 | | | | | | 1,374,673 | | | | | | 347,294 | | | | | | 28 | | % | | | | (128,978) | | | | | | (9) | | % |

| Japan | | | 787,966 | | | | | | 521,720 | | | | | | 657,632 | | | | | | 266,246 | | | | | | 51 | | % | | | | (135,912) | | | | | | (21) | | % |

| China | | | 1,614,396 | | | | | | 1,348,011 | | | | | | 1,316,275 | | | | | | 266,385 | | | | | | 20 | | % | | | | 31,736 | | | | | | 2 | | % |

| Rest of Asia | | | 890,666 | | | | | | 558,937 | | | | | | 566,540 | | | | | | 331,729 | | | | | | 59 | | % | | | | (7,603) | | | | | | (1) | | % |

| Total Revenue | | | $ | 7,318,286 | | | | | $ | 5,603,056 | | | | | $ | 5,991,065 | | | | | $ | 1,715,230 | | | | | 31 | | % | | | | $ | (388,009) | | | | | (6) | | % |

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.

| Gross margin | | | $ | 4,525,012 | | | | | $ | 3,690,478 | | | | | $ | 4,013,750 | | | | | $ | 834,534 | | | | | 23 | | % | | | | $ | (323,272) | | | | | (8) | | % |

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.

| R&D expenses | | | $ | 1,296,126 | | | | | $ | 1,050,519 | | | | | $ | 1,130,348 | | | | | $ | 245,607 | | | | | 23 | | % | | | | $ | (79,829) | | | | | (7) | | % |

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

| SMG&A expenses | | | $ | 915,418 | | | | | $ | 659,923 | | | | | $ | 648,094 | | | | | $ | 255,495 | | | | | 39 | | % | | | | $ | 11,829 | | | | | 2 | | % |

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

We monitor global macroeconomic conditions on an ongoing basis and continue to assess opportunities for improved operational effectiveness and efficiency, as well as a better alignment of expenses with revenues.

As a result of these assessments, we have undertaken various restructuring actions over the past several years.

*Closure of Manufacturing Facilities:* We recorded special charges as a result of our decision to consolidate certain wafer and test facility operations acquired as part of the acquisition of Linear.

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.

| Operating income | | | $ | 1,692,201 | | | | | $ | 1,498,244 | | | | | $ | 1,710,608 | | | | | $ | 193,957 | | | | | 13 | | % | | | | $ | (212,364) | | | | | (12) | | % |

| | | | | | | | | | | | | | | | | | | | | | Change | | | | | | | | |

Years ended October [added: 29, 2022, October] 30, [removed: 2021,] [added: 2021 and] October 31, [removed: 2020 and November 2, 2019][added: 2020]

| (thousands, except per share amounts) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | $ | [removed: 5,603,056] [added: 7,318,286] | | | | | $ | [removed: 5,991,065] [added: 5,603,056] | |

| Cost of sales | | | [removed: 2,793,274] [added: 4,481,479] | | | | | | [removed: 1,912,578] [added: 2,793,274] | | | | | | [removed: 1,977,315] [added: 1,912,578] | | |

| Gross margin | | | [removed: 4,525,012] [added: 7,532,474] | | | | | | [removed: 3,690,478] [added: 4,525,012] | | | | | | [removed: 4,013,750] [added: 3,690,478] | | |

| Research and development | | | [removed: 1,296,126] [added: 1,700,518] | | | | | | [removed: 1,050,519] [added: 1,296,126] | | | | | | [removed: 1,130,348] [added: 1,050,519] | | |

| Selling, marketing, general and administrative | | | [removed: 915,418] [added: 1,266,175] | | | | | | [removed: 659,923] [added: 915,418] | | | | | | [removed: 648,094] [added: 659,923] | | |

| Amortization of intangibles | | | [removed: 536,811] [added: 1,012,572] | | | | | | [removed: 429,455] [added: 536,811] | | | | | | [removed: 429,041] [added: 429,455] | | |

| Special charges, net | | | [removed: 84,456] [added: 274,509] | | | | | | [removed: 52,337] [added: 84,456] | | | | | | [removed: 95,659] [added: 52,337] | | |

| | | | [removed: 2,832,811] [added: 4,253,774] | | | | | | [removed: 2,192,234] [added: 2,832,811] | | | | | | [removed: 2,303,142] [added: 2,192,234] | | |

| Operating income: | | | [removed: 1,692,201] [added: 3,278,700] | | | | | | [removed: 1,498,244] [added: 1,692,201] | | | | | | [removed: 1,710,608] [added: 1,498,244] | | |

| Interest expense | | | [removed: 184,825] [added: 200,408] | | | | | | [removed: 193,305] [added: 184,825] | | | | | | [removed: 229,075] [added: 193,305] | | |

| Loss on extinguishment of debt | | | [removed: 215,150] [added: —] | | | | | | [removed: —] [added: 215,150] | | | | | | — | | |

| Interest income | | | [removed: (1,220)] [added: (6,906)] | | | | | | [removed: (4,305)] [added: (1,220)] | | | | | | [removed: (10,229)] [added: (4,305)] | | |

| Other, net | | | [removed: (35,268)] [added: (13,551)] | | | | | | [removed: (2,373)] [added: (35,268)] | | | | | | [removed: 6,034] [added: (2,373)] | | |

| | | | [removed: 363,487] [added: 179,951] | | | | | | [removed: 186,627] [added: 363,487] | | | | | | [removed: 224,880] [added: 186,627] | | |

| Income before income taxes | | | [removed: 1,328,714] [added: 3,098,749] | | | | | | [removed: 1,311,617] [added: 1,328,714] | | | | | | [removed: 1,485,728] [added: 1,311,617] | | |

| [removed: (Benefit from) provision] [added: Provision] for [added: (benefit from)] income taxes | | | [removed: (61,708)] [added: 350,188] | | | | | | [removed: 90,856] [added: (61,708)] | | | | | | [removed: 122,717] [added: 90,856] | | |

| Net income | | | $ | [removed: 1,390,422] [added: 2,748,561] | | | | | $ | [removed: 1,220,761] [added: 1,390,422] | | | | | $ | [removed: 1,363,011] [added: 1,220,761] | |

| Shares used to compute earnings per common share — basic | | | [removed: 397,462] [added: 519,226] | | | | | | [removed: 368,633] [added: 397,462] | | | | | | [removed: 369,133] [added: 368,633] | | |

| Shares used to compute earnings per common share — diluted | | | [removed: 401,288] [added: 523,178] | | | | | | [removed: 371,973] [added: 401,288] | | | | | | [removed: 372,871] [added: 371,973] | | |

| Basic earnings per common share | | | $ | [removed: 3.50] [added: 5.29] | | | | | $ | [removed: 3.31] [added: 3.50] | | | | | $ | [removed: 3.68] [added: 3.31] | |

| Diluted earnings per common share | | | $ | [removed: 3.46] [added: 5.25] | | | | | $ | [removed: 3.28] [added: 3.46] | | | | | $ | [removed: 3.65] [added: 3.28] | |

| (thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Foreign currency translation adjustment | | | [removed: 1,057] [added: (46,341)] | | | | | | [removed: 3,224] [added: 1,057] | | | | | | [removed: (1,365)] [added: 3,224] | | |

| Changes in fair value of derivatives (net of tax of [removed: $14,217] [added: $2,902] in [removed: 2021, $17,468] [added: 2022, $14,217] in [removed: 2020] [added: 2021] and [removed: $29,401] [added: $17,468] in [removed: 2019)] [added: 2020)] | | | [removed: 41,817] [added: (30,331)] | | | | | | [removed: (51,437)] [added: 41,817] | | | | | | [removed: (111,327)] [added: (51,437)] | | |

| Adjustment for realized [removed: gain/loss] [added: loss/(gain)] reclassified into earnings (net of tax of [removed: $189] [added: $5,054] in [removed: 2021, $158] [added: 2022, $189] in [removed: 2020] [added: 2021] and [removed: $1,518] [added: $158] in [removed: 2019)] [added: 2020)] | | | [removed: 7,099] [added: 34,472] | | | | | | [removed: (839)] [added: 7,099] | | | | | | [removed: 7,667] [added: (839)] | | |

| Total change in derivative instruments designated as cash flow hedges, net of tax | | | [removed: 48,916] [added: 4,141] | | | | | | [removed: (52,276)] [added: 48,916] | | | | | | [removed: (103,660)] [added: (52,276)] | | |

| Change in actuarial [removed: loss/gain] [added: gain/(loss)] (net of tax of [removed: $637] [added: $7,756] in [removed: 2021, $5,167] [added: 2022, $637] in [removed: 2020] [added: 2021] and [removed: $5,734] [added: $5,167] in [removed: 2019)] [added: 2020)] | | | [removed: 12,923] [added: 30,613] | | | | | | [removed: (10,231)] [added: 12,923] | | | | | | [removed: (24,344)] [added: (10,231)] | | |

| Other comprehensive [removed: income] (loss) [added: income] | | | [removed: 62,896] [added: (11,587)] | | | | | | [removed: (59,283)] [added: 62,896] | | | | | | [removed: (129,359)] [added: (59,283)] | | |

| Comprehensive income | | | $ | [removed: 1,453,318] [added: 2,736,974] | | | | | $ | [removed: 1,161,478] [added: 1,453,318] | | | | | $ | [removed: 1,233,652] [added: 1,161,478] | |

October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020][added: 30, 2021]

| (thousands, except per share amounts) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |