Analog Devices (ADI) 10-K risk factor changes: FY2023 vs FY2022

As a result of our international operations, our business, financial condition and results of operations could be negatively impacted [removed: by] [added: by, among others,] the [removed: following:][added: following factors:]

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

- compliance requirements of [removed: U.S.] customs and export regulations, including the Export Administration Regulations and the International Traffic and Arms Regulations;

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

- instability of global credit and financial markets due to adverse macroeconomic conditions such as rising inflation, [removed: increasing] [added: high] interest [removed: rates] [added: rates, bank failures] 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 [removed: challenges, among others;][added: challenges;]

- trade policy, commercial, travel, export or taxation disputes or restrictions, 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 [removed: in] [added: with respect to] China;

- sanctions imposed by governments in countries in which we do business, including those imposed on Russia by, among others, the European Union, the [removed: U.S.] [added: United States] 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 [added: with] certain regions in Ukraine;

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

- economic disruption from terrorism and threats of terrorism and the response to them by the [removed: U.S.] [added: United States] and its allies;

- natural [removed: disasters or] [added: disasters,] public health emergencies, such as the [removed: current] COVID-19 [removed: pandemic;][added: pandemic, or other catastrophic events;]

- fluctuations in raw material costs and energy costs due to general market factors and conditions such as [removed: inflation] [added: inflationary pressures] and supply chain constraints;

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

For example, changes in U.S.-China relations, the political environment or international trade policies [removed: and relations] could result in further revisions to laws or regulations or their interpretation and enforcement, increased taxation, trade sanctions, the imposition of import or export duties and tariffs, restrictions on imports or exports, currency [removed: revaluations,] [added: revaluations] or retaliatory actions, which have had and may continue to have an adverse effect on our business plans and operating results.

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

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

*We rely on third parties for supply of raw materials and parts, semiconductor wafer foundry services, assembly and test [removed: services,] [added: services] and transportation, among other things, and we generally cannot control their availability or conditions of supply or services.*

We rely, and plan to continue to rely, on third-party suppliers and service providers, including raw material and components suppliers, semiconductor wafer foundries, assembly and test [removed: contractors,] [added: contractors] and freight carriers (collectively, [removed: vendors)] [added: vendors),] in manufacturing [added: and shipping] our products.

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

With respect to TSMC in particular, [added: tensions across the Taiwan Strait or other] geopolitical [removed: changes in China-Taiwan relations] [added: events] could disrupt TSMC’s operations, which would adversely affect our ability to manufacture certain products and as a result, could adversely affect our business and results of operations.

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

If we [added: overbuild inventory in a period of decreased demand, or we] expand our operations and workforce too rapidly or procure excessive resources in anticipation of increased demand for our products, and that demand does not materialize at the pace at which we expect, or declines, [removed: or if we overbuild inventory in a period of decreased demand,] our operating results may be adversely affected as a result of [removed: increased operating expenses, reduced margins,] underutilization of [removed: capacity or] [added: capacity, charges related to obsolete inventory,] asset impairment [removed: charges.][added: or inventory write-downs, increased operating expenses or reduced margins.]

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

In addition, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, locate suitable third-party [removed: suppliers,] [added: suppliers] or respond effectively to changes in demand for our existing products or to demand for new products requested by our customers, and our current or future business could be materially and adversely affected.

*A prolonged disruption of our [removed: internal] [added: or our third parties’] manufacturing operations could have a material adverse effect on our business, financial condition and results of operations.*

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

A prolonged disruption at, or inability to utilize, one or more of our [added: or our third parties’] manufacturing facilities, loss of raw materials or damage to our [added: or our third parties’] manufacturing equipment for any reason, including due to [removed: the COVID-19 pandemic,] natural or man-made disasters, civil unrest or other events outside of our control, such as widespread outbreaks of illness, or the failure to maintain our labor force at one or more of these facilities, may disrupt our operations, delay production, shipments and revenue and result in us being unable to timely satisfy customer demand.

Our future success significantly depends on our ability to execute our business strategy, continue to innovate, improve our existing products, and design, develop, produce and market innovative new products and system-level [removed: solutions.][added: solutions, including those that may incorporate, or are based upon, software or artificial intelligence technology.]

[removed: There] [added: Further, there] can be no assurance that the markets we serve [removed: and/or] [added: and] target based on our business strategy will grow in the future, that our existing and new products will meet the requirements of these markets, that our products, or the end-products in which our products are used, will achieve customer acceptance in these markets, that competitors will not force price reductions or take market share from [removed: us,] [added: us] or that we can achieve or maintain adequate gross margins or profits in these markets.

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

- changes in customer demand or order patterns for our products [removed: and/or] [added: or] for end products that incorporate our products;

- future distributor pricing credits [removed: and/or] [added: or] stock rotation rights;

- the effects of issued, threatened or retaliatory government sanctions, trade barriers or economic restrictions; changes in law, regulations or other restrictions, including executive orders; and changes in import and export regulations, including restrictions on exports to certain companies or to third parties that do business with such companies, export classifications, or duties and tariffs, [removed: particularly] [added: including] with respect to China;

- the ability of our third-party suppliers, subcontractors and manufacturers to supply us with sufficient quantities of raw materials, products [removed: and/or] [added: and] components;

- the increasing costs of providing employee benefits worldwide, including health insurance, retirement [removed: plan] and pension plan contributions and [added: other] retirement benefits;

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

- the costs related to compliance with increasing worldwide [removed: government, environmental] [added: complex government regulations] and [removed: social responsibility standards;][added: legal standards and requirements, including those related to ESG matters;]

- the effects of public health emergencies, civil unrest, natural [removed: disasters,] [added: disasters or other severe weather events,] widespread travel disruptions, security risks, terrorist activities, international conflicts and other events beyond our control.

There can be no assurance [removed: (i)] that products stocked in our inventory will not be rendered obsolete before we ship [removed: them,] [added: them] or [removed: (ii)] that we will be able to design, develop and produce products in a timely fashion to accommodate changing customer demand.

Competition is generally based on innovation, design, quality and reliability of products, product performance, features and functionality, product pricing, availability and capacity, technological service and [removed: support,] [added: support] and the availability of integrated system solutions, with the relative importance of these factors varying among products, markets and customers.

[removed: Some of our competitors may] have more advantageous supply or development relationships with our current and potential customers or suppliers.

For more information, see the section titled “Note About Forward-Looking Statements” of this Annual Report on Form 10-K.

For example, we have experienced, and may in the future experience, periods of customer inventory adjustments that may adversely affect our operating results.

Some of our competitors may

From time to time, governments around the world may provide incentives or make other investments that could benefit and give competitive advantages to our competitors.

For example, in August 2022, the United States government enacted the CHIPS and Science Act of 2022 to provide financial incentives to the U.S. semiconductor industry.

Government incentives, including any that may be offered in connection with the CHIPS Act, may not be available to us on acceptable terms or at all.

If our competitors can benefit from such government incentives and we cannot, it could strengthen our competitors' relative position and have a material adverse effect on our business.

The foregoing risks may be exacerbated in times of macroeconomic uncertainty, including as a result of rising inflation, high interest rates, bank failures and slower economic growth or recession.

We generally do not require letters of credit from our

that maximizes the combined business to the fullest extent.

Further, geopolitical tensions or conflicts may escalate the volume and sophistication of cyberattacks, thereby making it more difficult to detect, mitigate and defend against them.

In the event of a breach, our operations may be disrupted, our proprietary information or that of our employees, contractors, partners, customers, suppliers or other third parties may be misappropriated, and we could be exposed to potential liability,

processing of sensitive personal information, subject us to heightened requirements under data privacy laws, such as the Health Insurance Portability and Accountability Act.

In addition, our operations may be interrupted or restricted by the phase-out or ban of certain substances, materials or processes, which may impact the sourcing, supply and pricing of materials used in manufacturing our products.

Further, United States government contracts contain provisions and are subject to laws and regulations that may give the United States government rights and remedies not typically found in commercial contracts, including certain intellectual property rights and restrictions on future business.

services.

We do not believe that the IRA will materially impact our effective tax rate.

As of October 28, 2023, we had approximately $6.9 billion in outstanding indebtedness, including $0.5 billion of short-term commercial paper.

In addition, we had the ability to incur approximately $2.0 billion of additional indebtedness in direct borrowings under our outstanding commercial paper facility based on amounts available under our unsecured revolving credit facility that were not being used to backstop our outstanding commercial paper balance.

complete a sale of assets on economically favorable terms.

For calendar year 2022, we were within the threshold range for greenhouse gas emissions and exceeded the target threshold for renewable energy usage related to this sustainability-linked pricing component.

In addition, global

- changes to foreign taxes, tariffs and freight rates;

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

- the extent of the impact and the duration of the COVID-19 pandemic;

past several years.

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

As a result of lengthy manufacturing cycles for certain of the products that are subject to these uncertainties, the amount of unsaleable product could be substantial.

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.

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.

These events could adversely impact our business, results of operations, financial condition and cash flows.

Since the beginning of the COVID-19 pandemic, some of our employees have been working remotely, which may pose additional data security risks.

We also rely upon external cloud providers for certain infrastructure activities.

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.

Those third parties may be subject to security breaches or otherwise compromise the protection of such information.

Security breaches of our information technology systems or those of our partners could result in the misappropriation, loss or unauthorized disclosure of confidential and proprietary information belonging to us or to our employees, contractors, partners, customers, suppliers, or other third parties, system disruptions or denial of service, which could result in our suffering significant financial or reputational damage.

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.

one or more of these proceedings, claims, demands or investigations.

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

Such laws or regulations could cause us to incur additional direct costs for compliance or costs to control or reduce our environmental impact through, for example, carbon offsets, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us.

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

that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.

We are in the process of assessing whether the book minimum tax would impact our effective tax rate.

Changes in these laws and regulations, including those that align to or are associated with the Organization for Economic

As of October 29, 2022, we had approximately $6.5 billion in outstanding indebtedness.

In addition, we had $2.5 billion of availability under our unsecured revolving credit facility.

For calendar year 2021, we did not achieve the greenhouse gas emissions reduction threshold goal related to this sustainability-linked pricing component due in part to increased demand for product, which did not have a material impact on our business, net income, or financing costs.

- the extent of the impact and the duration of the COVID-19 pandemic;

Based on [removed: the $500.0 million of] our floating rate debt outstanding as of October [added: 28, 2023 and October] 29, 2022, [added: inclusive of] our [added: commercial paper notes and interest rate swap outstanding, as applicable, our] annual interest expense would change by approximately [removed: $5.0] [added: $20.5] million [added: and $5.0 million, respectively,] for each 100 basis point increase in interest rates.

Based on our cash and marketable securities outstanding as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] our annual interest income would change by approximately [removed: $14.7] [added: $9.6] million and [removed: $19.7] [added: $14.7] million, respectively, for each 100 basis point increase in interest rates.

Based on investment positions as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] we had [removed: $6.6] [added: $6.5] billion in principal amount of senior unsecured notes outstanding, with a fair value of [removed: $5.5] [added: $5.3] billion.

The fair value of our notes is subject to interest rate risk, market [removed: risk,] [added: risk] and other factors.

The fair values of our notes as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] assuming a hypothetical 100 basis point increase in market interest rates, are as follows:

| | | | October [removed: 29, 2022] [added: 28, 2023] | | | | | | | | | | | | | | | | | | October [removed: 30, 2021] [added: 29, 2022] | | | | | | | | | | | | | | |

| 2024 Notes, due October 2024 | | | 500,000 | | | | | | [removed: 491,982] [added: 499,473] | | | | | | [removed: 483,035] [added: 495,058] | | | | | | 500,000 | | | | | | [removed: 500,482] [added: 491,982] | | | | | | [removed: 486,201] [added: 483,035] | | |

| 2025 Notes, due April 2025 | | | 400,000 | | | | | | [removed: 383,378] [added: 385,231] | | | | | | [removed: 374,686] [added: 380,013] | | | | | | 400,000 | | | | | | [removed: 423,265] [added: 383,378] | | | | | | [removed: 409,725] [added: 374,686] | | |

| 2026 Notes, due December 2026 | | | 900,000 | | | | | | [removed: 851,479] [added: 851,023] | | | | | | [removed: 820,203] [added: 826,888] | | | | | | 900,000 | | | | | | [removed: 986,243] [added: 851,479] | | | | | | [removed: 941,160] [added: 820,203] | | |

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

| 2027 Notes, due June 2027 | | | 440,212 | | | | | | [removed: 410,091] [added: 408,595] | | | | | | [removed: 393,294] [added: 395,208] | | | | | | [removed: —] [added: 440,212] | | | | | | [removed: —] [added: 410,091] | | | | | | [removed: —] [added: 393,294] | | |

| 2028 Notes, due October 2028 | | | 750,000 | | | | | | [removed: 621,093] [added: 628,999] | | | | | | [removed: 588,044] [added: 600,812] | | | | | | 750,000 | | | | | | [removed: 743,109] [added: 621,093] | | | | | | [removed: 696,554] [added: 588,044] | | |

| 2031 Notes, due October 2031 | | | 1,000,000 | | | | | | [removed: 786,772] [added: 773,404] | | | | | | [removed: 727,579] [added: 721,064] | | | | | | 1,000,000 | | | | | | [removed: 996,702] [added: 786,772] | | | | | | [removed: 912,196] [added: 727,579] | | |

| 2032 Notes, due October 2032 | | | 300,000 | | | | | | [removed: 278,359] [added: 269,828] | | | | | | [removed: 257,337] [added: 251,153] | | | | | | [removed: —] [added: 300,000] | | | | | | [removed: —] [added: 278,359] | | | | | | [removed: —] [added: 257,337] | | |

| 2036 Notes, due December 2036 | | | 144,278 | | | | | | [removed: 126,274] [added: 118,554] | | | | | | [removed: 114,389] [added: 108,085] | | | | | | 144,278 | | | | | | [removed: 176,960] [added: 126,274] | | | | | | [removed: 158,110] [added: 114,389] | | |

| 2041 Notes, due October 2041 | | | 750,000 | | | | | | [removed: 513,709] [added: 479,078] | | | | | | [removed: 450,337] [added: 422,949] | | | | | | 750,000 | | | | | | [removed: 758,246] [added: 513,709] | | | | | | [removed: 652,754] [added: 450,337] | | |

| 2045 Notes, due December 2045 | | | 332,587 | | | | | | [removed: 313,931] [added: 292,248] | | | | | | [removed: 276,820] [added: 259,323] | | | | | | 332,587 | | | | | | [removed: 469,592] [added: 313,931] | | | | | | [removed: 404,287] [added: 276,820] | | |

| 2051 Notes, due October 2051 | | | 1,000,000 | | | | | | [removed: 640,766] [added: 590,666] | | | | | | [removed: 545,958] [added: 507,297] | | | | | | 1,000,000 | | | | | | [removed: 1,029,830] [added: 640,766] | | | | | | [removed: 848,513] [added: 545,958] | | |

Relative to the net unhedged foreign currency exposures existing at October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] an immediate 10% unfavorable movement in foreign currency exchange rates would result in approximately [removed: $69.5] [added: $66.5] million of losses and [removed: $39.5] [added: $69.5] million of losses, respectively, in changes in earnings or cash flows over the course of the year.

Based on the credit ratings of our counterparties as of October [removed: 29, 2022,] [added: 28, 2023,] we do not believe that there is significant risk of nonperformance by them.

The following table illustrates the effect that 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: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021:][added: 29, 2022:]

| | | | October [removed: 29, 2022] [added: 28, 2023] | | | | | | October [removed: 30, 2021] [added: 29, 2022] | | |

| Fair value of forward exchange contracts | | | $ | [removed: (16,984)] [added: (11,575)] | | | | | $ | [removed: (8,085)] [added: (16,984)] | |

| Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset | | | $ | [removed: 21,193] [added: 49,284] | | | | | $ | [removed: 26,673] [added: 21,193] | |

| Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability | | | $ | [removed: (51,604)] [added: (70,461)] | | | | | $ | [removed: (41,034)] [added: (51,604)] | |

We have audited the accompanying consolidated balance sheets of Analog Devices, Inc. (the Company) as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 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: 2022,] [added: 2023,] sales to distributors were $7.5 billion net of expected price protection credits and rights of return for which the liability balance as of October [removed: 29, 2022] [added: 28, 2023] was [removed: $749.4] [added: $525.4] million, of which the vast majority relates to the price protection credits. Auditing the Company's measurement for price protection credits under distributor contracts involved especially challenging judgment because the calculation involves subjective management assumptions about estimates of expected price protection credits. For example, estimated 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 recognized for price protection credits. | | |

As of October 28, 2023 we had $1.0 billion notional of fixed for floating interest rate swaps outstanding, with the swap payable having a fair value of $81.6 million.

A hypothetical 100 basis point increase in interest rates would increase the swap payable by approximately $57.0 million with a corresponding adjustment to the carrying value of the related debt.

We also had $547.2 million of commercial paper notes outstanding.

As commercial paper notes issuances are at then-current rates and with very short maturities, the carrying value will approximate the fair value.

| Commercial paper notes | | | $ | 547,225 | | | | | $ | 547,185 | | | | | $ | 546,875 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

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

November 21, 2023

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

November 22, 2022

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

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

The [removed: Third Wave of Information and Communications Technology, as we refer to it at Analog Devices,] [added: Intelligent Edge] is characterized by ubiquitous sensing, hyper-scale and edge computing and pervasive connectivity.

We are also deeply committed to [removed: extracting] [added: realizing targeted shareholder] value [added: creation] from our recent acquisitions to complement our R&D and drive long-term value creation.

[removed: At the same time,] [added: We believe that] our engineering talent continues to be an important competitive differentiator in the semiconductor [removed: space.][added: space that will enable us to continue to deepen our relationships with customers.]

We strive to be the destination for the world's best engineering talent with a team of more than [removed: 11,400] [added: 13,000] engineers.

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

In addition to driving organic growth, our strategy involves expansion through the acquisition of businesses, assets or [removed: technologies that] [added: technologies, including the acquisition of Maxim Integrated Products, Inc. (Maxim) in the fiscal year ended October 30, 2021 (fiscal 2021) which] allow us to complement our existing product offerings, expand our market coverage, increase our engineering talent or enhance our technological capabilities.

We also make available on our website our by-laws, corporate governance guidelines, the charters for [added: the committees of] our [removed: audit committee, compensation committee, and nominating] [added: Board of Directors] and [removed: corporate governance committee,] our [removed: equity award granting policies, our] code of business conduct and ethics which applies to our directors, officers and [removed: employees, and our related person transaction policy, and such information is available in print] [added: employees] and [removed: free of charge to any shareholder of Analog Devices who requests it.][added: other governance documents.]

[removed: More specifically, our] [added: Our] analog ICs monitor, condition, amplify or transform continuous analog signals associated with physical properties, such as temperature, pressure, weight, light, sound or motion, and play an important role in bridging real world phenomena to a variety of electronic systems.

We also [removed: focus on working] [added: work] with [removed: leading] customers to design application-specific solutions.

[removed: Because] [added: In certain cases, because] we have already developed the core technology platform for our general-purpose products, we can create application-specific solutions quickly and efficiently.

Our analog and mixed-signal IC technology [removed: has] [added: have] been the foundation of our business for over five decades, and we are one of the world’s largest suppliers of high-performance analog ICs.

Our analog signal processing ICs are primarily high-performance devices, offering higher dynamic range, greater [removed: bandwidth,] [added: bandwidth] and other enhanced features.

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

In some of our markets where end-user demand may be particularly volatile and difficult to predict, some customers place orders that require us to manufacture product and [added: 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.]

Further, those orders or forecasts may be for products that meet the customer’s unique requirements [removed: so] [added: such] that those canceled orders [removed: would, in addition,] [added: would] result in an inventory of unsaleable products, [removed: resulting in] [added: causing] potential inventory write-offs.

| End Market* | | | | | | Percent of Fiscal [removed: 2022] [added: 2023] Revenue | | | | | | Percent of Fiscal [removed: 2021] [added: 2022] Revenue | | | | | | Percent of Fiscal [removed: 2020] [added: 2021] Revenue | | |

| Industrial | | | | | | [removed: 51%] [added: 53%] | | | | | | [removed: 55%] [added: 51%] | | | | | | [removed: 54%] [added: 55%] | | |

| Communications | | | | | | [removed: 16%] [added: 13%] | | | | | | 16% | | | | | | [removed: 21%] [added: 17%] | | |

| Consumer | | | | | | [removed: 13%] [added: 10%] | | | | | | [removed: 11%] [added: 13%] | | | | | | 11% | | |

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

In addition, many products can be supplied to meet the standards required for broadcast satellites and other commercial space [removed: applications.]

[added: Customer] products include applications such as:

Historically, sales to customers during our first fiscal quarter may be lower than other quarters due to plant shutdowns at some of our [removed: customers during the holiday season.][added: customers.]

We currently source more than half of our wafer requirements annually from third-party wafer fabrication foundries, such as Taiwan Semiconductor Manufacturing Company (TSMC) and others, and [removed: the remainder is sourced internally.]

In addition, we operate an assembly, wafer sort and testing facility in Penang, [removed: Malaysia,] [added: Malaysia] and [added: wafer sort 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, [added: product development and shipment of product to our customers.]

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

As of October [removed: 29, 2022,] [added: 28, 2023,] we held approximately [removed: 4,800] [added: 4,842] U.S. patents and approximately [removed: 440] [added: 416] published pending U.S. patent applications.

We endeavor to adhere to applicable 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, manage waste streams to divert from [removed: landfills,] [added: landfills] and strive towards continual improvement.

Our EHS management systems in all of our manufacturing facilities are certified to ISO 14001:2015 for environmental [removed: management.][added: management and ISO 45001:2018 for occupation health and safety.]

Our industrial hygiene surveillance program [removed: minimizes] [added: is designed to minimize] and [removed: prevents] [added: prevent] exposures in the workplace.

In fiscal [removed: 2021] [added: 2023] and [removed: the] fiscal [removed: year ended October 29, 2022 (fiscal 2022),] [added: 2022,] our global injury rates were lower than the U.S. semiconductor industry benchmark.

Our manufacturing facilities are subject to numerous and increasingly strict federal, state, local and foreign EHS laws and regulations, particularly with respect to the transportation, storage, handling, use, emission, discharge and disposal of certain [removed: chemicals used or produced in the semiconductor manufacturing process.]

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

Our [removed: 2021] [added: 2022] Environment, Social and Governance (ESG) Report states our goals to be carbon neutral by calendar year 2030, to achieve net zero emissions by calendar year 2050 or sooner, to achieve a water recycling rate of at least 50% in manufacturing facilities by 2025, to comply with our code of business conduct and ethics and to apply fair labor standards.

- Protecting against threats through use of the following measures: identifying critical assets and high-risk threats; implementing cybersecurity detection, controls and remediation practices; implementing a third-party risk management program to evaluate our critical partners’ cyber posture; and evaluating our program effectiveness by performing internal and external [removed: audits.][added: assessments.]

Senior leadership and our internal audit team [removed: regularly provide] [added: provides] the Audit Committee of the Board of Directors with [added: quarterly] updates on the performance of our program.

[removed: At least annually, the] [added: The] Chief Information Officer [added: regularly] updates the full Board of Directors on information security matters and risk, including cybersecurity.

- Capitalizing on secular trends. We are positioned to capitalize on important secular growth trends to drive advancements in digitized factories, mobility and digital healthcare, combat climate change and reliably connect humans and the world.

Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October; October 28, 2023 (fiscal 2023), the fiscal year ended October 29, 2022 (fiscal 2022) and the fiscal year ended October 30, 2021 were 52-week fiscal periods.

Such information is available in print and free of charge to any shareholder of Analog Devices who requests it.

We have included our website address in this Annual Report on Form 10-k as an inactive textual reference.

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

| Automotive | | | | | | 24% | | | | | | 20% | | | | | | 17% | | |

applications.

the remainder is sourced internally.

Environment, Social and Governance

These quarterly reports include updates on progress against targets, as well as updates on topics such as stakeholder value, risks and opportunities, regulatory preparedness, ESG ratings and key ESG focus areas.

chemicals used or produced in the semiconductor manufacturing process.

We self-insure for cybersecurity risks and continue to monitor mitigation strategies.

We strive to attract and retain the most talented employees in the industry and across the globe by

For example, we have executed on this strategy through:

- the acquisition of Hittite Microwave Corporation in the fiscal year ended November 1, 2014, which strengthened our market leadership in high-performance RF and broadened our portfolio across the entire frequency spectrum from DC to 100 gigahertz;

- the acquisition of Linear Technology Corporation (Linear) in the fiscal year ended October 28, 2017, which added high-performance power management and additional precision signal processing to our portfolio, expanding and diversifying our offerings to deliver more complete solutions; and

- the acquisition of Maxim Integrated Products, Inc. (Maxim) in the fiscal year ended October 30, 2021 (fiscal 2021), which strengthens our position as a high-performance analog semiconductor company.

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.

As a result of lengthy manufacturing cycles for some of our products that are subject to these uncertainties, the amount of unsaleable product could be substantial.

| Automotive | | | | | | 21% | | | | | | 17% | | | | | | 14% | | |

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.

Environment, Health and Safety Compliance

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.

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

We have determined that an information security risk insurance policy would not be effective, and that we should continue to self-insure for cybersecurity risks.

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

Our latest survey, which was completed in fiscal 2021 prior to the Acquisition, had a participation rate of over 83% of legacy employees of Analog Devices.

For the fiscal year ended October [removed: 29, 2022][added: 28, 2023]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $62,631,000,000] [added: $74,584,000,000] based on the last reported sale of the Common Stock on The Nasdaq Global Select Market on April [removed: 30, 2022.][added: 29, 2023.]

As of October [removed: 29, 2022,] [added: 28, 2023,] there were [removed: 509,295,941] [added: 496,261,678] 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: 8, 2023] [added: 13, 2024] | | | | | | III | | |

| [Note about Forward-Looking [removed: Statements](#i11cbfe494a834207b8f3339b81fc8573_10)] [added: Statements](#id67250bad0e048dfb025500c70b0433f_10)] | | | [removed: [1](#i11cbfe494a834207b8f3339b81fc8573_10)] [added: [1](#id67250bad0e048dfb025500c70b0433f_10)] | | |

| [Item 1. [removed: Business](#i11cbfe494a834207b8f3339b81fc8573_16)] [added: Business](#id67250bad0e048dfb025500c70b0433f_16)] | | | [removed: [2](#i11cbfe494a834207b8f3339b81fc8573_16)] [added: [2](#id67250bad0e048dfb025500c70b0433f_16)] | | |

| [Item 1A. Risk [removed: Factors](#i11cbfe494a834207b8f3339b81fc8573_19)] [added: Factors](#id67250bad0e048dfb025500c70b0433f_19)] | | | [removed: [11](#i11cbfe494a834207b8f3339b81fc8573_19)] [added: [11](#id67250bad0e048dfb025500c70b0433f_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i11cbfe494a834207b8f3339b81fc8573_22)] [added: Comments](#id67250bad0e048dfb025500c70b0433f_22)] | | | [removed: [24](#i11cbfe494a834207b8f3339b81fc8573_22)] [added: [23](#id67250bad0e048dfb025500c70b0433f_22)] | | |

| [Item 2. [removed: Properties](#i11cbfe494a834207b8f3339b81fc8573_25)] [added: Properties](#id67250bad0e048dfb025500c70b0433f_25)] | | | [removed: [25](#i11cbfe494a834207b8f3339b81fc8573_25)] [added: [24](#id67250bad0e048dfb025500c70b0433f_25)] | | |

| [Item 3. Legal [removed: Proceedings](#i11cbfe494a834207b8f3339b81fc8573_28)] [added: Proceedings](#id67250bad0e048dfb025500c70b0433f_28)] | | | [removed: [26](#i11cbfe494a834207b8f3339b81fc8573_28)] [added: [25](#id67250bad0e048dfb025500c70b0433f_28)] | | |

| [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i11cbfe494a834207b8f3339b81fc8573_40)] [added: Securities](#id67250bad0e048dfb025500c70b0433f_40)] | | | [removed: [27](#i11cbfe494a834207b8f3339b81fc8573_40)] [added: [26](#id67250bad0e048dfb025500c70b0433f_40)] | | |

| [Item [removed: 6.](#i11cbfe494a834207b8f3339b81fc8573_43)] [added: 6.](#id67250bad0e048dfb025500c70b0433f_43)] Reserved | | | [removed: [28](#i11cbfe494a834207b8f3339b81fc8573_43)] [added: [27](#id67250bad0e048dfb025500c70b0433f_43)] | | |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i11cbfe494a834207b8f3339b81fc8573_49)] [added: Operations](#id67250bad0e048dfb025500c70b0433f_49)] | | | [removed: [29](#i11cbfe494a834207b8f3339b81fc8573_49)] [added: [28](#id67250bad0e048dfb025500c70b0433f_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#i11cbfe494a834207b8f3339b81fc8573_55)] [added: Risk](#id67250bad0e048dfb025500c70b0433f_55)] | | | [removed: [41](#i11cbfe494a834207b8f3339b81fc8573_55)] [added: [39](#id67250bad0e048dfb025500c70b0433f_55)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i11cbfe494a834207b8f3339b81fc8573_58)] [added: Firm](#id67250bad0e048dfb025500c70b0433f_58)] | | | [removed: [43](#i11cbfe494a834207b8f3339b81fc8573_58)] [added: [41](#id67250bad0e048dfb025500c70b0433f_58)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i11cbfe494a834207b8f3339b81fc8573_61)] [added: Data](#id67250bad0e048dfb025500c70b0433f_61)] | | | [removed: [45](#i11cbfe494a834207b8f3339b81fc8573_61)] [added: [43](#id67250bad0e048dfb025500c70b0433f_61)] | | |

| [Consolidated Statements of [removed: Income](#i11cbfe494a834207b8f3339b81fc8573_64)] [added: Income](#id67250bad0e048dfb025500c70b0433f_64)] | | | [removed: [45](#i11cbfe494a834207b8f3339b81fc8573_64)] [added: [43](#id67250bad0e048dfb025500c70b0433f_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i11cbfe494a834207b8f3339b81fc8573_67)] [added: Income](#id67250bad0e048dfb025500c70b0433f_67)] | | | [removed: [46](#i11cbfe494a834207b8f3339b81fc8573_67)] [added: [44](#id67250bad0e048dfb025500c70b0433f_67)] | | |

| [Consolidated Balance [removed: Sheets](#i11cbfe494a834207b8f3339b81fc8573_70)] [added: Sheets](#id67250bad0e048dfb025500c70b0433f_70)] | | | [removed: [47](#i11cbfe494a834207b8f3339b81fc8573_70)] [added: [45](#id67250bad0e048dfb025500c70b0433f_70)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i11cbfe494a834207b8f3339b81fc8573_73)] [added: Equity](#id67250bad0e048dfb025500c70b0433f_73)] | | | [removed: [48](#i11cbfe494a834207b8f3339b81fc8573_73)] [added: [46](#id67250bad0e048dfb025500c70b0433f_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i11cbfe494a834207b8f3339b81fc8573_76)] [added: Flows](#id67250bad0e048dfb025500c70b0433f_76)] | | | [removed: [49](#i11cbfe494a834207b8f3339b81fc8573_76)] [added: [47](#id67250bad0e048dfb025500c70b0433f_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i11cbfe494a834207b8f3339b81fc8573_79)] [added: Statements](#id67250bad0e048dfb025500c70b0433f_79)] | | | [removed: [50](#i11cbfe494a834207b8f3339b81fc8573_79)] [added: [48](#id67250bad0e048dfb025500c70b0433f_79)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i11cbfe494a834207b8f3339b81fc8573_133)] [added: Disclosure](#id67250bad0e048dfb025500c70b0433f_136)] | | | [removed: [85](#i11cbfe494a834207b8f3339b81fc8573_133)] [added: [85](#id67250bad0e048dfb025500c70b0433f_136)] | | |

| [Item 9A. Controls and [removed: Procedures](#i11cbfe494a834207b8f3339b81fc8573_136)] [added: Procedures](#id67250bad0e048dfb025500c70b0433f_139)] | | | [removed: [85](#i11cbfe494a834207b8f3339b81fc8573_136)] [added: [85](#id67250bad0e048dfb025500c70b0433f_139)] | | |

| [Item 9B. Other [removed: Information](#i11cbfe494a834207b8f3339b81fc8573_139)] [added: Information](#id67250bad0e048dfb025500c70b0433f_142)] | | | [removed: [87](#i11cbfe494a834207b8f3339b81fc8573_139)] [added: [87](#id67250bad0e048dfb025500c70b0433f_142)] | | |

| [Item 9C. [removed: D](#i11cbfe494a834207b8f3339b81fc8573_142)isclosure] [added: Disclosure] Regarding Foreign Jurisdictions That Prevent [removed: Inspections] [added: Inspections](#id67250bad0e048dfb025500c70b0433f_145)] | | | [removed: [87](#i11cbfe494a834207b8f3339b81fc8573_142)] [added: [87](#id67250bad0e048dfb025500c70b0433f_145)] | | |

| [Item 10. [removed: Directors, Executive Officers and Corporate Governance](#i11cbfe494a834207b8f3339b81fc8573_148)] [added: Directors](#id67250bad0e048dfb025500c70b0433f_151)[,](#id67250bad0e048dfb025500c70b0433f_151) [Executive Officers](#id67250bad0e048dfb025500c70b0433f_151) [a](#id67250bad0e048dfb025500c70b0433f_151)[n](#id67250bad0e048dfb025500c70b0433f_151)[d](#id67250bad0e048dfb025500c70b0433f_151) [](#id67250bad0e048dfb025500c70b0433f_151)[C](#id67250bad0e048dfb025500c70b0433f_151)[orporate](#id67250bad0e048dfb025500c70b0433f_151) [Governance](#id67250bad0e048dfb025500c70b0433f_151)] | | | [removed: [88](#i11cbfe494a834207b8f3339b81fc8573_148)] [added: [88](#id67250bad0e048dfb025500c70b0433f_151)] | | |

| [Item 11. Executive [removed: Compensation](#i11cbfe494a834207b8f3339b81fc8573_151)] [added: Compensation](#id67250bad0e048dfb025500c70b0433f_154)] | | | [removed: [88](#i11cbfe494a834207b8f3339b81fc8573_151)] [added: [88](#id67250bad0e048dfb025500c70b0433f_154)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and [removed: Management and Related Stockholder Matters](#i11cbfe494a834207b8f3339b81fc8573_154)] [added: Management](#id67250bad0e048dfb025500c70b0433f_157) [](#id67250bad0e048dfb025500c70b0433f_157)[a](#id67250bad0e048dfb025500c70b0433f_157)[n](#id67250bad0e048dfb025500c70b0433f_157)[d Related](#id67250bad0e048dfb025500c70b0433f_157) [Stockholder](#id67250bad0e048dfb025500c70b0433f_157) [M](#id67250bad0e048dfb025500c70b0433f_157)[at](#id67250bad0e048dfb025500c70b0433f_157)[t](#id67250bad0e048dfb025500c70b0433f_157)[ers](#id67250bad0e048dfb025500c70b0433f_157)] | | | [removed: [88](#i11cbfe494a834207b8f3339b81fc8573_154)] [added: [88](#id67250bad0e048dfb025500c70b0433f_157)] | | |

| [Item 13. Certain Relationships and Related [removed: Transactions, and Director Independence](#i11cbfe494a834207b8f3339b81fc8573_157)] [added: Transaction](#id67250bad0e048dfb025500c70b0433f_160)[s](#id67250bad0e048dfb025500c70b0433f_160)[,](#id67250bad0e048dfb025500c70b0433f_160) [](#id67250bad0e048dfb025500c70b0433f_160)[a](#id67250bad0e048dfb025500c70b0433f_160)[n](#id67250bad0e048dfb025500c70b0433f_160)[d](#id67250bad0e048dfb025500c70b0433f_160) [](#id67250bad0e048dfb025500c70b0433f_160)[D](#id67250bad0e048dfb025500c70b0433f_160)[i](#id67250bad0e048dfb025500c70b0433f_160)[r](#id67250bad0e048dfb025500c70b0433f_160)[e](#id67250bad0e048dfb025500c70b0433f_160)[c](#id67250bad0e048dfb025500c70b0433f_160)[t](#id67250bad0e048dfb025500c70b0433f_160)[o](#id67250bad0e048dfb025500c70b0433f_160)[r](#id67250bad0e048dfb025500c70b0433f_160) [](#id67250bad0e048dfb025500c70b0433f_160)[Independence](#id67250bad0e048dfb025500c70b0433f_160)] | | | [removed: [88](#i11cbfe494a834207b8f3339b81fc8573_157)] [added: [88](#id67250bad0e048dfb025500c70b0433f_160)] | | |

| [Item 14. Principal [removed: Account](#i11cbfe494a834207b8f3339b81fc8573_160)[ant](#i11cbfe494a834207b8f3339b81fc8573_160) [Fees] [added: Accountant Fees] and [removed: Services](#i11cbfe494a834207b8f3339b81fc8573_160)] [added: Services](#id67250bad0e048dfb025500c70b0433f_163)] | | | [removed: [88](#i11cbfe494a834207b8f3339b81fc8573_160)] [added: [88](#id67250bad0e048dfb025500c70b0433f_163)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i11cbfe494a834207b8f3339b81fc8573_166)] [added: Schedules](#id67250bad0e048dfb025500c70b0433f_169)] | | | [removed: [89](#i11cbfe494a834207b8f3339b81fc8573_166)] [added: [89](#id67250bad0e048dfb025500c70b0433f_169)] | | |

| [Schedule II - [removed: Va](#i11cbfe494a834207b8f3339b81fc8573_175)luation] [added: Va](#id67250bad0e048dfb025500c70b0433f_178)luation] and Qualifying Accounts | | | [removed: [96](#i11cbfe494a834207b8f3339b81fc8573_175)] [added: [97](#id67250bad0e048dfb025500c70b0433f_178)] | | |

| [Item 16. Form 10-K [removed: Summary](#i11cbfe494a834207b8f3339b81fc8573_178)] [added: Summary](#id67250bad0e048dfb025500c70b0433f_181)] | | | [removed: [97](#i11cbfe494a834207b8f3339b81fc8573_178)] [added: [98](#id67250bad0e048dfb025500c70b0433f_181)] | | |

Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” [added: “potential,”] “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements.

In addition, any statements that refer to projections regarding our future financial [removed: performance;] [added: performance or results;] our anticipated growth and trends in our businesses; [removed: new or improved innovative solutions, products, and technologies;] the effects of business, economic, political, [removed: legal,] [added: legal] and regulatory impacts or conflicts upon our global operations; changes in demand for semiconductors and the related changes in demand and supply for our [removed: products; manufacturing,] [added: products, including the effects of customer inventory adjustments; our Q4 2023 Plan (as defined herein); 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; our [added: goals related to carbon neutrality, net zero emissions and water recycling; our] development of technologies and [added: processes and] research and development investments; [removed: the impact of the COVID-19 pandemic on] our [removed: business, financial condition and results of operations; our] future market position and expected competitive changes in the marketplace for our products; [added: the anticipated result of litigation matters;] our plans to pay dividends or repurchase stock; servicing our outstanding debt; our [added: plans to borrow under our third amended and restated revolving credit agreement, as amended, and issue notes under our commercial paper program and the planned use of proceeds from such borrowing and issuing; 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; [added: our] plans to integrate or realize the benefits or synergies expected of acquired businesses and [removed: technologies, including the acquired business, operations and employees of Maxim Integrated Products, Inc.;] [added: technologies;] our continued initiatives to consolidate our footprint related to our business [removed: units including our manufacturing, engineering, sales, marketing and administrative offices; implementation of environment, health and safety standards; environment, social and governance related goals;] [added: units;] and other characterizations of future events or circumstances are forward-looking statements.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [PART I](#id67250bad0e048dfb025500c70b0433f_13) | | | [2](#id67250bad0e048dfb025500c70b0433f_13) | | |

| [Item 1C. Cybersecurity](#id67250bad0e048dfb025500c70b0433f_1377) | | | [23](#id67250bad0e048dfb025500c70b0433f_1377) | | |

| [Item 4.](#id67250bad0e048dfb025500c70b0433f_31) [M](#id67250bad0e048dfb025500c70b0433f_31)[i](#id67250bad0e048dfb025500c70b0433f_31)[n](#id67250bad0e048dfb025500c70b0433f_31)[e](#id67250bad0e048dfb025500c70b0433f_31) [](#id67250bad0e048dfb025500c70b0433f_31)[S](#id67250bad0e048dfb025500c70b0433f_31)[a](#id67250bad0e048dfb025500c70b0433f_31)[f](#id67250bad0e048dfb025500c70b0433f_31)[e](#id67250bad0e048dfb025500c70b0433f_31)[t](#id67250bad0e048dfb025500c70b0433f_31)[y](#id67250bad0e048dfb025500c70b0433f_31) [](#id67250bad0e048dfb025500c70b0433f_31)[D](#id67250bad0e048dfb025500c70b0433f_31)[i](#id67250bad0e048dfb025500c70b0433f_31)[s](#id67250bad0e048dfb025500c70b0433f_31)[c](#id67250bad0e048dfb025500c70b0433f_31)[l](#id67250bad0e048dfb025500c70b0433f_31)[o](#id67250bad0e048dfb025500c70b0433f_31)[s](#id67250bad0e048dfb025500c70b0433f_31)[u](#id67250bad0e048dfb025500c70b0433f_31)[r](#id67250bad0e048dfb025500c70b0433f_31)[e](#id67250bad0e048dfb025500c70b0433f_31)[s](#id67250bad0e048dfb025500c70b0433f_31) | | | [25](#id67250bad0e048dfb025500c70b0433f_31) | | |

| [PART II](#id67250bad0e048dfb025500c70b0433f_37) | | | [26](#id67250bad0e048dfb025500c70b0433f_37) | | |

| [PART III](#id67250bad0e048dfb025500c70b0433f_148) | | | [88](#id67250bad0e048dfb025500c70b0433f_148) | | |

| [PART IV](#id67250bad0e048dfb025500c70b0433f_166) | | | [89](#id67250bad0e048dfb025500c70b0433f_166) | | |

| [Signatures](#id67250bad0e048dfb025500c70b0433f_184) | | | [99](#id67250bad0e048dfb025500c70b0433f_184) | | |

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.

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

| [Item 4. Mine Safety Disclosures](#i11cbfe494a834207b8f3339b81fc8573_31) | | | [26](#i11cbfe494a834207b8f3339b81fc8573_31) | | |

| [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) | | |

Not applicable.

| Cavite, Philippines | | | | | | Wafer probe and testing, warehouse, engineering and administrative offices | | | | | | [removed: 1,518,000] [added: 1,486,000] sq. ft. | | |

| Limerick, Ireland | | | | | | Wafer fabrication, wafer probe and testing, warehouse and distribution, engineering and administrative offices | | | | | | [removed: 646,000] [added: 708,500] sq. ft. | | |

| Beaverton, OR | | | | | | Wafer fabrication, engineering and administrative offices | | | | | | [removed: 432,000] [added: 457,917] sq. ft. | | |

| Penang, Malaysia (1) | | | | | | Wafer probe and testing, assembly and engineering offices | | | | | | [removed: 364,000] [added: 696,680] sq. ft. | | |

| San Jose, CA | | | | | | Manufacturing, [removed: marketing,] [added: marketing] and administrative offices | | | | | | 103,000 sq. ft. | | | | | | [removed: 2035] [added: 2033] | | | | | | 1, five-yr. period | | |

| Durham, NC | | | | | | Testing, engineering, and administrative offices | | | | | | 156,000 sq. ft. | | | | | | 2035 | | | | | | 2, five-yr. periods | | |

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

The number of holders of record of our common stock at November [removed: 18, 2022] [added: 17, 2023] was [removed: 2,382.][added: 2,316.]

On October [removed: 28, 2022,] [added: 27, 2023,] the last reported sales price of our common stock on The Nasdaq Global Select Market was [removed: $144.88] [added: $160.57] per share.

On November [removed: 21, 2022,] [added: 20, 2023,] our Board of Directors declared a cash dividend of [removed: $0.76] [added: $0.86] per outstanding share of common stock.

The dividend will be paid on December [removed: 15, 2022] [added: 14, 2023] to all shareholders of record at the close of business on December [removed: 5, 2022] [added: 4, 2023] and is expected to total approximately [removed: $387.1] [added: $426.8] million.

The table below summarizes the activity related to stock repurchases for the three months ended October [removed: 29, 2022.][added: 28, 2023.]

As of October [removed: 29, 2022,] [added: 28, 2023,] the Company had repurchased a total of approximately [removed: 189.6] [added: 205.3] million shares of its common stock for approximately [removed: $11.7] [added: $14.5] billion under our share repurchase program.

An additional [removed: $4.9] [added: $2.1] billion remains available for repurchase of shares under the current authorized program.

Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, [removed: liquidity,] [added: liquidity] and other factors we deem relevant.

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

(1)Includes [removed: 87,594] [added: 166,076] 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 [removed: October 28, 2017] [added: November 3, 2018] with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the S&P Semiconductors Index.

This graph assumes the investment of $100 on [removed: October 28, 2017] [added: November 3, 2018] in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested.

[removed: ][added: ]

| July 30, 2023 through August 26, 2023 | | | | | | 1,209,834 | | | | | | $ | 184.50 | | | | | 1,162,168 | | | | | | $ | 2,338,207,217 | |

| August 27, 2023 through September 23, 2023 | | | | | | 464,040 | | | | | | $ | 178.97 | | | | | 456,466 | | | | | | $ | 2,256,508,676 | |

| September 24, 2023 through October 28, 2023 | | | | | | 855,157 | | | | | | $ | 168.57 | | | | | 744,321 | | | | | | $ | 2,130,110,767 | |

| Total | | | | | | 2,529,031 | | | | | | $ | 178.10 | | | | | 2,362,955 | | | | | | $ | 2,130,110,767 | |

In March 2020, we temporarily suspended our share repurchase program as a result of the global macroeconomic environment.

That suspension continued through the fourth quarter of fiscal 2020 given the planned acquisition of Maxim Integrated Products, Inc. We reinstated the common stock repurchase program effective November 2020.

| 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 | |

(3)Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004.

On August 25, 2021, the Board of Directors approved an increase to the current authorization for the stock repurchase program by an additional $8.5 billion to $16.7 billion in the aggregate.

Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.

Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.

The following discussion includes results of operations and financial condition for the fiscal year ended October [removed: 29, 2022] [added: 28, 2023] (fiscal [removed: 2022)] [added: 2023)] and the fiscal year ended October [removed: 30, 2021] [added: 29, 2022] (fiscal [removed: 2021)] [added: 2022)] and year-over-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021.][added: 2022.]

For discussion on results of operations and financial condition for fiscal [removed: 2021] [added: 2022] and the fiscal year ended October [removed: 31, 2020] [added: 30, 2021] (fiscal [removed: 2020)] [added: 2021)] and year-over-year comparisons between fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020,] [added: 2021,] please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for fiscal [removed: 2021] [added: 2022] filed with the Securities and Exchange Commission on [removed: December 3, 2021.][added: November 22, 2022.]

Fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] were 52-week fiscal periods.

See Note [removed: 6, *Acquisitions*,] [added: 5, *Special Charges, Net*,] of the Notes to [removed: the] Consolidated Financial Statements [removed: contained] [added: included] in [removed: Part II,] Item 8 of this Annual Report on Form 10-K for [removed: further] [added: more] information.

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Gross margin % | | | [removed: 62.7] [added: 64.0] | | % | | | | [removed: 61.8] [added: 62.7] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income as a % of revenue | | | [removed: 22.9] [added: 26.9] | | % | | | | [removed: 19.0] [added: 22.9] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted EPS | | | $ | [removed: 5.25] [added: 6.55] | | | | | $ | [removed: 3.46] [added: 5.25] | | | | | | | | | | | $ | [removed: 1.79] [added: 1.30] | | | | | [removed: 52] [added: 25] | | % | | | | | | | | | | | | |

| | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | Fiscal [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Revenue | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | 100 | | % | | | | [removed: 64] [added: 2] | | % | | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | 100 | | % | | | | | | | | | | | | | | | | | | |

| | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | Fiscal [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| Distributors | | | $ | [removed: 7,458,478] [added: 7,534,894] | | | | | [removed: 62] [added: 61] | | % | | | | $ | [removed: 4,589,944] [added: 7,458,478] | | | | | [removed: 63] [added: 62] | | % | | | | | | | | | | | | |

| Direct customers | | | [removed: 4,423,883] [added: 4,603,166] | | | | | | 37 | | % | | | | [removed: 2,600,353] [added: 4,423,883] | | | | | | [removed: 36] [added: 37] | | % | | | | | | | | | | | | |

| Other | | | [removed: 131,592] [added: 167,479] | | | | | | 1 | | % | | | | [removed: 127,989] [added: 131,592] | | | | | | [removed: 2] [added: 1] | | % | | | | | | | | | | | | |

| Total Revenue | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | 100 | | % | | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | 100 | | % | | | | | | | | | | | | |

Revenue by geographic region, based upon the geographic location of the distributors or OEMs who purchased the Company's products, for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] was as follows:

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change (1) | | | | | | | | | | | | | | |

| Rest of North and South America | | | [removed: 72,497] [added: 88,579] | | | | | | [removed: 42,830] [added: 72,497] | | | | | | | | | | | | [removed: 29,667] [added: 16,082] | | | | | | [removed: 69] [added: 22] | | % | | | | | | | | | | | | |

In all periods presented, the predominant [removed: countries] [added: regions] comprising “Rest of North and South America” are Canada and Mexico; the predominant [removed: countries] [added: regions] comprising “Europe” are Germany, [removed: Sweden,] [added: Sweden] and the Netherlands; and the predominant [removed: countries] [added: regions] comprising “Rest of Asia” are Taiwan, Malaysia, South Korea and Singapore.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Gross margin % | | | [removed: 62.7] [added: 64.0] | | % | | | | [removed: 61.8] [added: 62.7] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| R&D expenses as a % of revenue | | | [removed: 14] [added: 13] | | % | | | | [removed: 18] [added: 14] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| SMG&A expenses as a % of revenue | | | [removed: 11] [added: 10] | | % | | | | [removed: 13] [added: 11] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

SMG&A expenses increased in fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021,] [added: 2022,] primarily as a result of [removed: the Acquisition as well as] higher [added: employee related] salary and benefit expenses and [removed: higher variable compensation expenses,] [added: discretionary spending,] partially offset by lower [added: variable compensation expenses and] acquisition-related transaction costs.

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

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

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Special charges, net as a % of revenue | | | [removed: 2] [added: 1] | | % | | | | [removed: 1] [added: 2] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Operating income as a % of revenue | | | [removed: 27.3] [added: 31.1] | | % | | | | [removed: 23.1] [added: 27.3] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 12,305,539 | | | | | $ | 12,013,953 | | | | | | | | | | | $ | 291,586 | | | | | 2 | | % | | | | | | | | | | | | |

| Net income | | | $ | 3,314,579 | | | | | $ | 2,748,561 | | | | | | | | | | | $ | 566,018 | | | | | 21 | | % | | | | | | | | | | | | |

| Industrial | | | $ | 6,555,222 | | | | | 53 | | % | | | | 6 | | % | | | | $ | 6,186,114 | | | | | 51 | | % | | | | | | | | | | | | | | | | | | |

| Automotive | | | 2,915,199 | | | | | | 24 | | % | | | | 19 | | % | | | | 2,442,705 | | | | | | 20 | | % | | | | | | | | | | | | | | | | | | |

| Communications | | | 1,619,517 | | | | | | 13 | | % | | | | (13) | | % | | | | 1,863,156 | | | | | | 16 | | % | | | | | | | | | | | | | | | | | | |

| Consumer | | | 1,215,601 | | | | | | 10 | | % | | | | (20) | | % | | | | 1,521,978 | | | | | | 13 | | % | | | | | | | | | | | | | | | | | | |

Revenue increased 2% in fiscal 2023 as compared to fiscal 2022 primarily as a result of broad-based demand for our products sold into the Industrial end market, namely aerospace and defense and instrumentation, as well as the Automotive end market, namely cabin electronics and battery management systems.

These increases were partially offset by a decrease in revenue in the Consumer end market primarily due to weakening market trends and a decrease in revenue in the Communications end market due to the timing of infrastructure deployment cycles.

| United States | | | $ | 4,165,296 | | | | | $ | 4,025,398 | | | | | | | | | | | $ | 139,898 | | | | | 3 | | % | | | | | | | | | | | | |

| Europe | | | 3,001,871 | | | | | | 2,534,423 | | | | | | | | | | | | 467,448 | | | | | | 18 | | % | | | | | | | | | | | | |

| Japan | | | 1,397,119 | | | | | | 1,221,549 | | | | | | | | | | | | 175,570 | | | | | | 14 | | % | | | | | | | | | | | | |

| China | | | 2,229,631 | | | | | | 2,563,536 | | | | | | | | | | | | (333,905) | | | | | | (13) | | % | | | | | | | | | | | | |

| Rest of Asia | | | 1,423,043 | | | | | | 1,596,550 | | | | | | | | | | | | (173,507) | | | | | | (11) | | % | | | | | | | | | | | | |

| Total Revenue | | | $ | 12,305,539 | | | | | $ | 12,013,953 | | | | | | | | | | | $ | 291,586 | | | | | 2 | | % | | | | | | | | | | | | |

Total revenue increased in fiscal 2023 as compared to fiscal 2022 due to the revenue trends discussed above, partially offset by weaker customer demand in China and Rest of Asia primarily due to deteriorating macroeconomic conditions in those regions.

| Gross margin | | | $ | 7,877,218 | | | | | $ | 7,532,474 | | | | | | | | | | | $ | 344,744 | | | | | 5 | | % | | | | | | | | | | | | |

Gross margin percentage in fiscal 2023 increased by 130 basis points compared to fiscal 2022.

Fiscal 2022 included $271.4 million of additional cost of goods sold that did not repeat in fiscal 2023 related to a nonrecurring fair value adjustment recorded to inventory.

This increase in gross margin percentage was partially offset by lower utilization of our factories due to decreasing customer demand during fiscal 2023.

| R&D expenses | | | $ | 1,660,194 | | | | | $ | 1,700,518 | | | | | | | | | | | $ | (40,324) | | | | | (2) | | % | | | | | | | | | | | | |

R&D expenses decreased in fiscal 2023 as compared to fiscal 2022 primarily as a result of lower employee related variable compensation expenses, partially offset by higher salary and benefit expenses.

| SMG&A expenses | | | $ | 1,273,584 | | | | | $ | 1,266,175 | | | | | | | | | | | $ | 7,409 | | | | | 1 | | % | | | | | | | | | | | | |

| Amortization expenses | | | $ | 959,618 | | | | | $ | 1,012,572 | | | | | | | | | | | $ | (52,954) | | | | | (5) | | % | | | | | | | | | | | | |

Amortization expenses decreased in fiscal 2023 as compared to fiscal 2022, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2023.

| Special charges, net | | | $ | 160,710 | | | | | $ | 274,509 | | | | | | | | | | | $ | (113,799) | | | | | (41) | | % | | | | | | | | | | | | |

Special charges, net decreased in fiscal 2023 as compared to fiscal 2022, primarily due to increased charges recorded in fiscal 2022 related to our Global Repositioning Actions offset by $160.7 million of charges recorded in fiscal 2023 primarily related to $114.0 million recorded for our plan committed to during the three months ended October 28, 2023, to reorganize our business (the Q4 2023 Plan).

The Q4 2023 Plan, consisting of voluntary and involuntary reductions-in-force, and other cost-savings initiatives, was commenced to adjust our cost structure and business activities to better align with weaker market demand and continued economic uncertainty in our end markets, as well as make certain strategic shifts in our workforce necessary to achieve our long-term vision.

| Operating income | | | $ | 3,823,112 | | | | | $ | 3,278,700 | | | | | | | | | | | $ | 544,412 | | | | | 17 | | % | | | | | | | | | | | | |

| Nonoperating expense (income) | | | $ | 215,109 | | | | | $ | 179,951 | | | | | | | | | | | $ | 35,158 | | | | | 20 | | % |

The year-over-year increase in nonoperating expense in fiscal 2023 as compared to fiscal 2022 was primarily the result of

higher interest expense related to our debt obligations and lower net gains from other investments, partially offset by higher interest income.

Our effective tax rate for fiscal 2023 also included the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act of 2017.

The mandatory capitalization requirement decreased our effective tax rate primarily by increasing the foreign-derived intangible income deduction.

Our effective tax rate for fiscal 2023 was also impacted by a discrete income tax benefit recorded of $81.7 million resulting from the approval granted by the Joint Committee on Taxation of our federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act of 2017.

| Net income | | | $ | 3,314,579 | | | | | $ | 2,748,561 | | | | | | | | | | | $ | 566,018 | | | | | 21 | | % | | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Accounts receivable, net | | | $ | 1,469,734 | | | | | $ | 1,800,462 | | | | | $ | (330,728) | | (18) | | % |

| Inventory | | | $ | 1,642,214 | | | | | $ | 1,399,914 | | | | | $ | 242,300 | | 17 | | % |

Current liabilities increased to $3.2 billion at October 28, 2023 from $2.4 billion recorded at the end of fiscal 2022, primarily due to increases in commercial paper notes and current debt, partially offset by lower accrued liabilities.

*Commercial Paper Program*

Impact of COVID-19 on our Business

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 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, 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 facilities, including restrictions on our access to facilities.

The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, modifying employee work locations and cancelling physical participation in meetings, events and conferences) and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and shareholders.

While we are confident that our strategy and long-term contingency planning have positioned us well to weather the current uncertainty, we cannot at this time fully quantify or forecast the impact of COVID-19 on our business.

The 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.

Acquisition of Maxim Integrated Products, Inc.

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

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

The acquisition of Maxim is referred to as the Acquisition.

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

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

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

| 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 | | % | | | | | | | | | | | | | | | | | | |

Revenue increased across all end markets in fiscal 2022 as compared to fiscal 2021 primarily as a result of the Acquisition, which contributed approximately 65% of the increase in total revenue year over year, a broad-based increase in demand for our products across all end markets as well as inflationary price increases.

| 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 | | % | | | | | | | | | | | | |

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

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

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.

This additional cost of goods sold related to the 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 of $271.4 million in fiscal 2022 compared to $331.1 million in fiscal 2021.

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

| 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.

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

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

Amortization expenses increased in fiscal 2022 as compared to fiscal 2021, primarily as a result of amortization expense of intangible assets recorded as part of the Acquisition.

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

Special charges, net increased in fiscal 2022 as compared to fiscal 2021, primarily as a result of charges recorded as part of the integration of Maxim and continued organizational initiatives to better align our global workforce with our long-term strategic plan.

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.

Years ended October [removed: 29, 2022,] [added: 28, 2023,] October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020][added: 30, 2021]

| (thousands, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | $ | [removed: 7,318,286] [added: 12,013,953] | | | | | $ | [removed: 5,603,056] [added: 7,318,286] | |

| Cost of sales | | | [removed: 4,481,479] [added: 4,428,321] | | | | | | [removed: 2,793,274] [added: 4,481,479] | | | | | | [removed: 1,912,578] [added: 2,793,274] | | |

| Gross margin | | | [removed: 7,532,474] [added: 7,877,218] | | | | | | [removed: 4,525,012] [added: 7,532,474] | | | | | | [removed: 3,690,478] [added: 4,525,012] | | |

| Research and development | | | [removed: 1,700,518] [added: 1,660,194] | | | | | | [removed: 1,296,126] [added: 1,700,518] | | | | | | [removed: 1,050,519] [added: 1,296,126] | | |

| Selling, marketing, general and administrative | | | [removed: 1,266,175] [added: 1,273,584] | | | | | | [removed: 915,418] [added: 1,266,175] | | | | | | [removed: 659,923] [added: 915,418] | | |

| Amortization of intangibles | | | [removed: 1,012,572] [added: 959,618] | | | | | | [removed: 536,811] [added: 1,012,572] | | | | | | [removed: 429,455] [added: 536,811] | | |

| Special charges, net | | | [removed: 274,509] [added: 160,710] | | | | | | [removed: 84,456] [added: 274,509] | | | | | | [removed: 52,337] [added: 84,456] | | |

| Operating income: | | | [removed: 3,278,700] [added: 3,823,112] | | | | | | [removed: 1,692,201] [added: 3,278,700] | | | | | | [removed: 1,498,244] [added: 1,692,201] | | |

| Interest expense | | | [removed: 200,408] [added: 264,641] | | | | | | [removed: 184,825] [added: 200,408] | | | | | | [removed: 193,305] [added: 184,825] | | |

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

| Interest income | | | [removed: (6,906)] [added: (41,287)] | | | | | | [removed: (1,220)] [added: (6,906)] | | | | | | [removed: (4,305)] [added: (1,220)] | | |

| Other, net | | | [removed: (13,551)] [added: (8,245)] | | | | | | [removed: (35,268)] [added: (13,551)] | | | | | | [removed: (2,373)] [added: (35,268)] | | |

| Income before income taxes | | | [removed: 3,098,749] [added: 3,608,003] | | | | | | [removed: 1,328,714] [added: 3,098,749] | | | | | | [removed: 1,311,617] [added: 1,328,714] | | |

| Provision for (benefit from) income taxes | | | [removed: 350,188] [added: 293,424] | | | | | | [removed: (61,708)] [added: 350,188] | | | | | | [removed: 90,856] [added: (61,708)] | | |

| Net income | | | $ | [removed: 2,748,561] [added: 3,314,579] | | | | | $ | [removed: 1,390,422] [added: 2,748,561] | | | | | $ | [removed: 1,220,761] [added: 1,390,422] | |

| Shares used to compute earnings per common share — basic | | | [removed: 519,226] [added: 502,232] | | | | | | [removed: 397,462] [added: 519,226] | | | | | | [removed: 368,633] [added: 397,462] | | |

| Shares used to compute earnings per common share — diluted | | | [removed: 523,178] [added: 505,959] | | | | | | [removed: 401,288] [added: 523,178] | | | | | | [removed: 371,973] [added: 401,288] | | |

| Basic earnings per common share | | | $ | [removed: 5.29] [added: 6.60] | | | | | $ | [removed: 3.50] [added: 5.29] | | | | | $ | [removed: 3.31] [added: 3.50] | |

| Diluted earnings per common share | | | $ | [removed: 5.25] [added: 6.55] | | | | | $ | [removed: 3.46] [added: 5.25] | | | | | $ | [removed: 3.28] [added: 3.46] | |

Years ended October [removed: 29, 2022,] [added: 28, 2023,] October [removed: 30, 2021] [added: 29, 2022] and October [removed: 31, 2020][added: 30, 2021]

| (thousands) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 2,748,561] [added: 3,314,579] | | | | | $ | [removed: 1,390,422] [added: 2,748,561] | | | | | $ | [removed: 1,220,761] [added: 1,390,422] | |

| Foreign currency translation adjustment | | | [removed: (46,341)] [added: (408)] | | | | | | [removed: 1,057] [added: (46,341)] | | | | | | [removed: 3,224] [added: 1,057] | | |

| Changes in fair value of derivatives (net of tax of [removed: $2,902] [added: $486] in [removed: 2022, $14,217] [added: 2023, $2,902] in [removed: 2021] [added: 2022] and [removed: $17,468] [added: $14,217] in [removed: 2020)] [added: 2021)] | | | [removed: (30,331)] [added: 7,948] | | | | | | [removed: 41,817] [added: (30,331)] | | | | | | [removed: (51,437)] [added: 41,817] | | |

| Adjustment for realized [removed: loss/(gain)] [added: loss] reclassified into earnings (net of tax of [removed: $5,054] [added: $3,311] in [removed: 2022, $189] [added: 2023, $5,054] in [removed: 2021] [added: 2022] and [removed: $158] [added: $189] in [removed: 2020)] [added: 2021)] | | | [removed: 34,472] [added: 9,622] | | | | | | [removed: 7,099] [added: 34,472] | | | | | | [removed: (839)] [added: 7,099] | | |

| Total change in derivative instruments designated as cash flow hedges, net of tax | | | [removed: 4,141] [added: 17,570] | | | | | | [removed: 48,916] [added: 4,141] | | | | | | [removed: (52,276)] [added: 48,916] | | |

| Change in actuarial [removed: gain/(loss)] [added: (loss)/gain] (net of tax of [removed: $7,756] [added: $312] in [removed: 2022, $637] [added: 2023, $7,756] in [removed: 2021] [added: 2022] and [removed: $5,167] [added: $637] in [removed: 2020)] [added: 2021)] | | | [removed: 30,613] [added: (7,312)] | | | | | | [removed: 12,923] [added: 30,613] | | | | | | [removed: (10,231)] [added: 12,923] | | |

| Other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (11,587)] [added: 9,850] | | | | | | [removed: 62,896] [added: (11,587)] | | | | | | [removed: (59,283)] [added: 62,896] | | |

| Comprehensive income | | | $ | [removed: 2,736,974] [added: 3,324,429] | | | | | $ | [removed: 1,453,318] [added: 2,736,974] | | | | | $ | [removed: 1,161,478] [added: 1,453,318] | |

October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021][added: 29, 2022]

| (thousands, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 1,470,572 | | | | | [removed: $] | 1,977,964 | | [added: | | | | 1,055,860 | | |]

| Accounts receivable less allowances of [removed: $4,571 ($2,658] [added: $2,763 ($4,571] in [removed: 2021)] [added: 2022)] | | | [removed: 1,800,462] [added: 1,469,734] | | | | | | [removed: 1,459,056] [added: 1,800,462] | | |

| Inventories | | | [removed: 1,399,914] [added: 1,642,214] | | | | | | [removed: 1,200,610] [added: 1,399,914] | | |

| Prepaid expenses and other current assets | | | [removed: 267,044] [added: 314,013] | | | | | | [removed: 740,687] [added: 267,044] | | |

| Total current assets | | | [removed: 4,937,992] [added: 4,384,022] | | | | | | [removed: 5,378,317] [added: 4,937,992] | | |

| [removed: Net] [added: Total] property, plant and equipment | | | [added: $ | 3,219,157 | | | | | $ |] 2,401,304 | | | | | [added: $] | 1,979,051 | | [removed: |]

| Goodwill | | | 26,913,134 | | | | | | [removed: 26,918,470] [added: 26,913,134] | | |

| Total operating expenses | | | 4,054,106 | | | | | | 4,253,774 | | | | | | 2,832,811 | | |

| Total nonoperating expense (income) | | | 215,109 | | | | | | 179,951 | | | | | | 363,487 | | |

| Cash and cash equivalents | | | $ | 958,061 | | | | | $ | 1,470,572 | |

| Other assets | | | 742,936 | | | | | | 519,626 | | |

| Total non-current assets | | | 44,410,456 | | | | | | 45,364,358 | | |

| TOTAL ASSETS | | | $ | 48,794,478 | | | | | $ | 50,302,350 | |

| Debt, current | | | 499,052 | | | | | | — | | |

| Commercial paper notes | | | 547,224 | | | | | | — | | |

| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | $ | 48,794,478 | | | | | $ | 50,302,350 | |

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

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

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,850 | | |

| Common stock repurchased | | | (16,474) | | | | | | (2,742) | | | | | | (2,961,213) | | | | | | | | | | | | | | |

| BALANCE, OCTOBER 28, 2023 | | | 496,262 | | | | | | $ | 82,712 | | | | | $ | 25,313,914 | | | | | $ | 10,356,798 | | | | | $ | (188,302) | |

| Other | | | 8,665 | | | | | | (47,074) | | | | | | (4,854) | | |

| Other assets | | | (25,819) | | | | | | 397 | | | | | | (39,329) | | |

| Other liabilities | | | 50,289 | | | | | | (84,765) | | | | | | (31,638) | | |

| Proceeds from commercial paper notes | | | 5,287,124 | | | | | | — | | | | | | — | | |

| Payments of commercial paper notes | | | (4,739,900) | | | | | | — | | | | | | — | | |

The Company reviews available-for-sale securities for impairment whenever the fair value of the security is less than its amortized cost.

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 (1) | | |

| Machinery and equipment | | | 4,377,921 | | | | | | 3,648,256 | | |

| Office equipment | | | 373,126 | | | | | | 322,414 | | |

| | | | 6,643,932 | | | | | | 5,549,507 | | |

_________________________________

(1) Certain amounts previously reported between machinery and equipment and office equipment have been reclassified to conform to the presentation for fiscal 2023.

During fiscal 2023, the Company ceased usage of its campus facility located in Milpitas, California and determined that the facility met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

No write-downs to fair value were required upon this determination as the fair value of the asset group, less costs to sell, was greater than the carrying value.

As of October 28, 2023, prepaid expenses and other current assets includes the following assets held for sale:

| Land and buildings | | | $ | 61,724 | | | | | | | |

| Less accumulated depreciation and amortization | | | (20,604) | | | | | | | | |

| Net property, plant and equipment reclassified to Prepaid expenses and other current assets | | | $ | 41,120 | | | | | | | |

| | | | 2023 | | | | | | 2022 | | |

_______________________

(1) See Note 6, *Acquisitions*, of the Notes to Consolidated Financial Statements for additional information.

| Total (1) | | | $ | 18,360,130 | | | | | $ | 7,048,173 | | | | | $ | 18,355,033 | | | | | $ | 5,089,627 | |

| 2024 | | | $ | 1,739,964 | |

| 2025 | | | $ | 1,579,260 | |

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

| | | | 4,253,774 | | | | | | 2,832,811 | | | | | | 2,192,234 | | |

| | | | 179,951 | | | | | | 363,487 | | | | | | 186,627 | | |

| Other investments | | | 122,285 | | | | | | 127,856 | | |

| Other assets | | | 397,341 | | | | | | 383,938 | | |

| Total other assets | | | 45,364,358 | | | | | | 46,943,754 | | |

| | | | $ | 50,302,350 | | | | | $ | 52,322,071 | |

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

| | | | $ | 50,302,350 | | | | | $ | 52,322,071 | |

| BALANCE, NOVEMBER 2, 2019 | | | 368,302 | | | | | | $ | 61,385 | | | | | $ | 4,936,349 | | | | | $ | 6,899,253 | | | | | $ | (187,799) | |

| Effect of Accounting Standards Update 2018-02 | | | | | | | | | | | | | | | | | | | | | 2,379 | | | | | | (2,379) | | |

| Net Income — 2020 | | | | | | | | | | | | | | | | | | | | | 1,220,761 | | | | | | | | |

| Issuance of stock as charitable contribution | | | 336 | | | | | | 56 | | | | | | 39,944 | | | | | | | | | | | | | | |

| Common stock repurchased | | | (2,263) | | | | | | (377) | | | | | | (244,110) | | | | | | | | | | | | | | |

| Non-cash contribution to charitable foundation | | | — | | | | | | — | | | | | | 40,000 | | |

| Non-cash operating lease costs | | | (44,087) | | | | | | 19,232 | | | | | | (257,607) | | |

| Other | | | (2,987) | | | | | | (24,086) | | | | | | 5,418 | | |

| Prepaid income tax | | | 14,855 | | | | | | (5,791) | | | | | | — | | |

| Other assets | | | (14,441) | | | | | | (21,690) | | | | | | — | | |

| Other liabilities | | | (69,927) | | | | | | (49,277) | | | | | | 124,409 | | |

| Debt repayments | | | — | | | | | | — | | | | | | (750,000) | | |

| Cash and cash equivalents at beginning of year | | | 1,977,964 | | | | | | 1,055,860 | | | | | | 648,322 | | |

The Company periodically evaluates its investments for impairment.

| Machinery and equipment | | | 3,817,812 | | | | | | 3,210,879 | | |

| Office equipment | | | 152,858 | | | | | | 164,431 | | |

| | | | 5,549,507 | | | | | | 4,935,297 | | |

If

| Total (1) | | | $ | 18,355,033 | | | | | $ | 5,089,627 | | | | | $ | 18,359,402 | | | | | $ | 3,092,232 | |

_______________________________________

| 2023 | | | $ | 1,955,394 | |

| 2024 | | | $ | 1,732,867 | |

| 2025 | | | $ | 1,572,000 | |

| 2026 | | | $ | 1,522,480 | |

| 2027 | | | $ | 1,520,586 | |

The Company estimates that $12.9 million, net of tax, of losses of forward foreign currency derivative instruments included in AOCI will be reclassified into earnings within the next 12 months.

Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's Consolidated Balance Sheets on a net basis.

The accumulated loss recorded in AOCI will be reclassified to interest expense on a straight-line basis over the 10-year term of such Senior Notes.

Changes in the fair value of the derivative financial instruments are either recognized periodically in earnings or in shareholders’ equity as a component of AOCI.

| Total liabilities measured at fair value | | | $ | — | | | | | $ | 8,085 | | | | | | | | | | | $ | 8,085 | |

| Maxim 2023 Notes, due March 2023 | | | $ | — | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | 520,236 | |

(a) *Evaluation of Disclosure Controls and Procedures.* Our management, with the participation of our Chief Executive Officer and [added: Interim] Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of October [removed: 29, 2022.][added: 28, 2023.]

Based on the evaluation of our disclosure controls and procedures as of October [removed: 29, 2022,] [added: 28, 2023,] our Chief Executive Officer and [added: Interim] Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management assessed the effectiveness of our internal control over financial reporting as of October [removed: 29, 2022.][added: 28, 2023.]

Based on this assessment, our management concluded that, as of October [removed: 29, 2022,] [added: 28, 2023,] our internal control over financial reporting is effective based on those criteria.

We have audited Analog Devices, Inc.’s internal control over financial reporting as of October [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Analog Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of October [removed: 29, 2022,] [added: 28, 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of [removed: Analog Devices, Inc.] [added: the Company] as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] and the related notes and [removed: financial statement] schedule listed in the Index at Item 15(a)(2) and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

(d) *Changes in Internal Controls over Financial Reporting.* No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended October [removed: 29, 2022] [added: 28, 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

November 21, 2023

November 22, 2022

None of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023.

Not applicable.

Information required by this item is contained in our [removed: 2023] [added: 2024] proxy statement to be filed with the U.S. Securities and Exchange Commission (the SEC) within 120 days after October [removed: 29, 2022] [added: 28, 2023] and is incorporated herein by reference.

During fiscal [removed: 2022,] [added: 2023,] we made no material change to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our [removed: 2022] [added: 2023] proxy statement.

Information required by this item is contained in our [removed: 2023] [added: 2024] proxy statement to be filed with the SEC within 120 days after October [removed: 29, 2022] [added: 28, 2023] and is incorporated herein by reference.

Information required by this item is contained in our [removed: 2023] [added: 2024] proxy statement to be filed with the SEC within 120 days after October [removed: 29, 2022 and] [added: 28, 2023 and, other than the information required by Item 402(v) of Regulation S-K,] is incorporated herein by reference.

Information required by this item is contained in our [removed: 2023] [added: 2024] proxy statement to be filed with the SEC within 120 days after October [removed: 29, 2022] [added: 28, 2023] and is incorporated herein by reference.

Information required by this item is contained in our [removed: 2023] [added: 2024] proxy statement to be filed with the SEC within 120 days after October [removed: 29, 2022] [added: 28, 2023] and is incorporated herein by reference.

| | | | — | | | Consolidated Statements of Income for the years ended October [added: 28, 2023, October] 29, [removed: 2022,] [added: 2022 and] October 30, 2021 [removed: and October 31, 2020] | | |

| | | | — | | | Consolidated Statements of Comprehensive Income for the years ended October [added: 28, 2023, October] 29, [removed: 2022,] [added: 2022 and] October 30, 2021 [removed: and October 31, 2020] | | |

| | | | — | | | Consolidated Balance Sheets as of October [removed: 29, 2022] [added: 28, 2023] and October [removed: 30, 2021] [added: 29, 2022] | | |

| | | | — | | | Consolidated Statements of Shareholders’ Equity for the years ended October [added: 28, 2023, October] 29, [removed: 2022,] [added: 2022 and] October 30, 2021 [removed: and October 31, 2020] | | |

| | | | — | | | Consolidated Statements of Cash Flows for the years ended October [added: 28, 2023, October] 29, [removed: 2022,] [added: 2022 and] October 30, 2021 [removed: and October 31, 2020] | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of July [removed: 26, 2016, by and among Analog Devices, Inc., Linear Technology Corporation and Agreement and Plan of Merger, dated as of July 26, 2016,] [added: 12, 2020,] by and among Analog Devices, Inc., [removed: Linear Technology Corporation] [added: Maxim Integrated Products, Inc.] and [removed: Tahoe Acquisition Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312516664807/d202922dex21.htm),] [added: Magneto Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312520192918/d934725dex21.htm),] filed as exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on July [removed: 29, 2016] [added: 15, 2020] and incorporated herein by reference. | | | | | |

| [removed: 2.2] [added: 4.10] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Registration Rights Agreement,] dated as of [removed: July 12, 2020, by and among] [added: October 7, 2022, between] Analog Devices, [removed: Inc., Maxim Integrated Products,] Inc. and [removed: Magneto Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312520192918/d934725dex21.htm),] [added: TD Securities (USA) LLC](http://www.sec.gov/Archives/edgar/data/6281/000119312522259652/d346231dex45.htm),] filed as exhibit [removed: 2.1] [added: 4.5] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on [removed: July 15, 2020] [added: October 7, 2022,] and incorporated herein by reference. | | | | | |

| 3.3 | | | | | | [Amended and Restated By-Laws of Analog Devices, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/6281/000000628118000132/exhibit31-restatedbylawsxf.htm),] [added: Inc.](https://www.sec.gov/Archives/edgar/data/6281/000119312522300481/d428637dex31.htm),] filed as exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on December [removed: 17, 2018] [added: 8, 2022] and incorporated herein by reference. | | | | | |

| 4.1 | | | | | | [Indenture, dated as of June [removed: 10, 2010,] [added: 3, 2013, by and] between [removed: Maxim Integrated Products,] [added: Analog Devices,] Inc. and [removed: Wells Fargo Bank, National Association,] [added: The Bank of New York Mellon Trust Company, N.A.,] as [removed: trustee](http://www.sec.gov/Archives/edgar/data/743316/000095012310057118/f55659orexv4w4.htm),] [added: trustee](http://www.sec.gov/Archives/edgar/data/6281/000119312513245264/d548763dex41.htm),] filed as exhibit [removed: 4.4] [added: 4.1] to [removed: Maxim Integrated Products, Inc.'s Registration Statement] [added: the Company's Current Report] on Form [removed: S-3] [added: 8-K] (File No. [removed: 1-34192)] [added: 1-7819)] as filed with the Commission on June [removed: 10, 2010] [added: 3, 2013] and incorporated herein by reference. | | | | | |