Analog Devices (ADI) 10-K risk factor changes: FY2024 vs FY2023

Set forth below and elsewhere in this report [removed: and in other documents we file with the Securities and Exchange Commission (SEC)] are descriptions of certain risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report.

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

- political, legal and economic changes, crises or instability and civil unrest that may impact markets in which we do business, such as macroeconomic weakness related to trade and political disputes between the United States and [added: Europe or] China, tensions across the Taiwan Strait that may adversely affect our operations in Taiwan, our customers and the technology industry supply chain, and the ongoing conflicts between [removed: Israel] [added: Russia] and [removed: Hamas] [added: Ukraine] and [removed: between Russia] [added: in Israel] and [removed: Ukraine;][added: the Middle East;]

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

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

These restrictions have [removed: created] [added: created,] and these and similar restrictions may continue to [removed: create] [added: 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 restrictions or focus on building indigenous semiconductor capacity to reduce reliance on U.S. suppliers.

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

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

[removed: There] [added: In the past, certain of our products have been, and there] is a risk that our products may [removed: be] [added: continue to be,] diverted from our authorized distribution channels and sold on the “gray market” in ways that are not in accordance with our established agreements, controls, policies and procedures.

Organizations may also purchase counterfeit or substandard products, including products that have been altered, mishandled or damaged, or purchase used products presented as new, each of which could result in damage to property or [removed: persons.][added: persons and adversely affect our reputation and customer satisfaction.]

*Our future success depends upon our ability to execute our business strategy, continue to innovate, improve our existing products, design, develop, produce and market new [removed: products,] [added: products] and identify and enter new markets.*

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

Our products generally must conform to various evolving and sometimes competing industry [added: and regulatory] standards, which may adversely affect our ability to compete in certain markets or require us to incur significant costs.

Any inability to satisfy customer quality and reliability standards or comply with industry [added: and regulatory] standards and technical requirements may adversely affect demand for our products and our results of operations.

- the effects of adverse economic [added: or geopolitical] 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, wages and other costs;

- changes in our effective tax [removed: rates] [added: rates, adverse tax decisions] or new or revised tax legislation in the United States, Ireland or worldwide;

- the timing of new product announcements or [removed: introductions] [added: introductions, including products that may incorporate, or are based upon, software or AI technology,] by us, our customers or our competitors and the market acceptance of such products;

- [added: political changes in the United States, including those related to the incoming administration and executive offices of the U.S. government,] a decline in the U.S. government defense budget, changes in spending or budgetary priorities, a prolonged U.S. government shutdown or delays in contract awards;

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

For example, in August 2022, the [removed: United States government enacted the] CHIPS and Science Act of 2022 [added: (CHIPS Act) was signed into law] 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 [removed: all.][added: all, and to the extent that the incoming administration modifies or repeals the CHIPS Act, the availability of any such incentives may be even less certain.]

If our competitors can benefit from such government incentives and we cannot, it could strengthen our [removed: competitors'] [added: competitors’] relative position and have a material adverse effect on our [added: reputation and] business.

Existing or new competitors may develop products or technologies that more effectively address the demands of our customers and markets with enhanced performance, features and functionality, lower power requirements, greater levels of integration or lower [removed: cost.][added: cost, which may increase our obsolete or excess inventory and result in inventory write-offs.]

The loss of key personnel or the inability to attract, timely hire and retain key employees with critical technical skills to achieve our strategy, including as a result of changes to immigration policies, [added: and the increased uncertainty surrounding such policies in light of the incoming administration’s expected immigration agenda,] could cause business disruptions, increased expenses to address any disruptions and could have a material adverse effect on our business.

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

As a result, we may incur inventory and manufacturing costs in advance of anticipated sales, and we are subject to the risk of [removed: lower than expected] [added: lower-than-expected] orders or cancellations of orders, leading to a sharp reduction of sales and backlog.

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

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

These independent distributors generally represent product lines offered by several companies and thus could reduce their sales efforts for our [removed: products or they could terminate their representation of us.][added: products.]

[added: In addition, we generally do not require letters of credit from our] distributors, including our largest distributor, and are not protected against accounts receivable default or declarations of bankruptcy by these distributors.

Certain of our products and services, including those that may incorporate, or are based upon, software or [removed: artificial intelligence] [added: AI] technology, could also contain security vulnerabilities, defects, bugs and errors, which could also result in significant data losses, security breaches and theft of intellectual property.

[removed: Risk] [added: Risks] Related to Acquisitions and Strategic Transactions

We may not be able to [removed: find] [added: identify] businesses that have the technology or resources we need and, if we find such businesses, we may not be able to invest in, purchase or license the technology or resources on commercially favorable terms or at all.

Both in the United States and abroad, governmental regulation of acquisitions, including antitrust and other regulatory reviews and approvals, has become more complex, increasing the costs and risks of [removed: undertaking] [added: undertaking,] and [removed: consummating] [added: may prevent us from consummating,] significant acquisitions.

- difficulty or delay integrating acquired technologies, operations, [added: processes, policies, procedures,] systems, [added: technologies,] infrastructure and personnel with our existing businesses;

Risks Related to Cyber, [added: Artificial Intelligence,] Intellectual Property, Legal and Regulatory

*Our computer systems and networks [removed: may be] [added: are] subject to attempted security breaches and other cyber incidents and a significant disruption in, or breach in security of, our information technology systems or certain products could materially and adversely affect our business or reputation.*

In the event of [added: unauthorized access to, or] a [removed: breach,] [added: security breach of,] our [added: systems or those of our third-party service providers or strategic partners, our] operations may be [removed: disrupted,] [added: disrupted and] our proprietary information or that of our employees, contractors, partners, customers, suppliers or other third parties may be [removed: misappropriated, and we could be exposed to potential liability,][added: misappropriated.]

[added: In the event of a cybersecurity attack or incident, we could be exposed to potential liability,] litigation, and regulatory action, as well as the loss of existing or potential customers, damage to our reputation and other financial loss.

[removed: If we were to experience a] [added: A] prolonged disruption in the information technology systems that involve our internal communications or our interactions with customers or suppliers, [removed: it] could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.

- sanctions imposed by governments in countries in which we do business;

The incoming administration has

indicated that it intends to impose or significantly increase tariffs on imports to the United States, which could exacerbate many of these issues.

The demand for our products may vary based on market conditions in our major end markets.

Demand in these end markets can fluctuate significantly based upon, for example, consumer spending, consumer preferences, the development of new technologies and macroeconomic conditions.

Limited or delayed access to these items, including as a result of, global trade issues, supply chain constraints, difficulties obtaining import or export licenses, natural disasters, public health emergencies or changes in or new laws or regulations, could adversely affect our results of operations.

In addition, governments and regulatory bodies may inquire into our processes to mitigate risks related to product diversion.

For example, during 2024, we participated in an inquiry from the U.S. Senate Permanent Subcommittee on Investigations related to the unauthorized misuse of U.S. chips in Russian weapon systems.

As new challenges and information arise, our processes and policies will evolve, and we may be required to incur additional costs to continue to enhance our compliance efforts, which may include costs associated with distributor audits or responding to inquiries from governments and regulatory bodies.

Sales to third-party distributors accounted for approximately 58% of our revenue in the year ended November 2, 2024.

Further, our distributors could terminate their representation of us with little advance notice.

Further, such programs typically require companies to adhere to various performance obligations, which we may not achieve.

As we grow, including from the integration of employees and businesses

While in the past we have experienced cybersecurity attacks and incidents, we believe that they have not had a material impact on our business.

Further, geopolitical tensions and conflicts have escalated the volume and sophistication of cyberattacks.

Because the tactics and techniques used by threat actors to obtain unauthorized access to or sabotage systems change frequently and, in some cases, are not recognized until they are launched or even later, we may be unable to anticipate these techniques or to implement adequate preventative measures in advance, and security breaches may remain undetected for an extended period of time.

Our use of AI may also increase vulnerability to cybersecurity risks, including through unauthorized use or misuse of AI tools and bad inputs or logic or the introduction of malicious code incorporated into AI

generated code.

AI and machine learning also may be used for certain cybersecurity attacks, improving or expanding the existing capabilities of threat actors in manners we cannot predict at this time, resulting in greater risks of security incidents and breaches.

We and our third-party service providers or strategic partners are susceptible to security breaches of information technology systems or certain products and other incidents such as unauthorized access, supply-chain attacks, exfiltration or destruction of data, disruption of service, viruses or other malicious code, illegal break-ins or hacking, sabotage, phishing attempts and other forms of social engineering, malware, ransomware and other forms of cyber extortion and similar events.

These threats may come from cybercriminals, cyberterrorists and hacktivists, nation-state and nation-state-supported actors (including advanced persistent threat intrusions) and computer hackers.

They also may result from the malicious or accidental acts of our employees, contractors or third-party providers.

Furthermore, the continuing and evolving threat of cyberattacks has resulted in increased regulatory focus and we may be required to invest significant additional resources to comply with evolving cybersecurity regulations.

For example, the SEC adopted rules requiring the disclosure of cybersecurity incidents that we determine to be “material,” to be made within four business days of such determination, which can be complex, requiring a number of assumptions based on several factors.

It is possible that the SEC may not agree with our determinations, which could result in fines, civil litigation or damage to our reputation.

*We face risks related to the use of AI in our business operations, products and services.*

We are increasingly incorporating AI capabilities into the development of technologies and our business operations and into our products and services.

The development and deployment of AI involves significant competitive, legal, regulatory and other risks.

The implementation of AI is costly, requires a significant amount of data and there can be no assurance that AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

In addition, we face significant competition from other companies that are incorporating AI into their products and technologies.

These other companies may incorporate AI in products or technologies that are similar to, or that customers perceive as superior to, our technologies or are more cost-effective to develop and deploy.

AI technology is complex and rapidly evolving, and if we are unable to innovate quickly enough to keep pace with these rapid technological developments, our business could be harmed.

AI technology may also give rise to significant legal and regulatory liability.

Governments around the world have adopted, and may continue to adopt, laws and regulations related to AI, including the European Union’s AI Act, and several U.S. government agencies have increased investigations and enforcement efforts related to the use of AI technology, which could increase our compliance costs and limit our ability to use AI in the development of our products and services.

While the incoming administration has signaled that AI policy will be a priority, the scope and impact of any such policies cannot yet be determined.

In addition, the use of AI in the development of our products and services, or by our customers in end products that incorporate our products, could cause loss of intellectual property, or subject us to risks related to intellectual property infringement or misappropriation, data privacy or cybersecurity.

AI algorithms or training methodologies may also be flawed, and datasets may contain irrelevant, insufficient or biased information.

Further, AI technology has many applications, and our products could be used in applications that are not in accordance with our controls, policies and procedures.

Any failure or perceived failure by us to comply with any legal or regulatory requirement could subject us to legal liabilities, damage our reputation or otherwise adversely affect our business.

For example, several jurisdictions have sought or may seek to restrict the use of per- and polyfluoroalkyl substances (PFAS), which may be found in process chemicals, parts, components and other materials used in semiconductor manufacturing and have limited technically and commercially feasible alternatives.

- sanctions imposed by governments in countries in which we do business, including those imposed on Russia by, among others, the European Union, the 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 with certain regions in Ukraine;

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

Some of our competitors may

A significant portion of our sales are through independent global and regional distributors that are not under our control.

We generally do not require letters of credit from our

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

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

The ultimate success of the merger will depend on, among other things, the ability to continue to combine the two businesses in a manner that facilitates growth opportunities.

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

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

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

There can be no assurances that the two businesses can be integrated successfully in a way

that maximizes the combined business to the fullest extent.

If we are not able to successfully achieve our objectives, the benefits of the merger may not be fully realized or may take longer to achieve than expected.

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.

We and our third-party service providers or strategic partners may be subject to security breaches of information technology systems or certain products caused by viruses, illegal break-ins or hacking, sabotage, other cyberattacks or acts of vandalism by third parties or our employees or contractors.

The CCPA went into effect on January 1, 2020.

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

For example, in March 2022, a putative class action was filed in the Court of Chancery of the State of Delaware against us and the former directors of Maxim as described in Part I, Item 3, “*Legal Proceedings*.”

services.

Further, on October 5, 2021, we issued $500 million aggregate principal amount of floating rate senior notes (Floating Rate Notes).

complete a sale of assets on economically favorable terms.

In addition, global

*The extent to which the novel strain of the coronavirus (COVID-19) pandemic will adversely affect our business, financial condition and results of operations is uncertain.*

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

During the course of the pandemic, many of the countries in which we operate took and may continue to take measures to address the pandemic, which at times has resulted and may continue to result in disruptions at some of our manufacturing operations and facilities, including restrictions on our access to facilities.

We may also be required to take actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, and suppliers, which may cause disruption to our business.

The COVID-19 pandemic could also cause further disruption in our supply chain and customer demand, and could adversely affect the ability of our customers to perform, including in making timely payments to us, which could further impact our business, financial condition and results of operations.

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

Based on our floating rate debt outstanding as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] inclusive of our commercial paper notes and interest rate swap outstanding, as applicable, our annual interest expense would change by approximately [removed: $20.5] [added: $15.5] million and [removed: $5.0] [added: $20.5] million, respectively, for each 100 basis point increase in interest rates.

Based on our cash and marketable securities outstanding as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] our annual interest income would change by approximately [removed: $9.6] [added: $19.9] million and [removed: $14.7] [added: $9.6] million, respectively, for each 100 basis point increase in interest rates.

Based on investment positions as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] a hypothetical 100 basis point increase in interest rates across all maturities would not materially impact the fair market value of the portfolio in either period.

As of [removed: October 28, 2023] [added: November 2, 2024] we had $1.0 billion notional of fixed for floating interest rate swaps outstanding, with the swap payable having a fair value of [removed: $81.6] [added: $36.9] million.

A hypothetical 100 basis point increase in interest rates would increase the swap payable by approximately [removed: $57.0] [added: $54.0] million with a corresponding adjustment to the carrying value of the related debt.

As of [removed: October 28, 2023,] [added: November 2, 2024,] we had [removed: $6.5] [added: $7.1] billion in principal amount of senior unsecured notes outstanding, with a fair value of [removed: $5.3] [added: $6.3] billion.

We also had [removed: $547.2] [added: $547.7] million of commercial paper notes outstanding.

The fair values of our notes as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] assuming a hypothetical 100 basis point increase in market interest rates, are as follows:

| | | | [removed: October 28, 2023] [added: November 2, 2024] | | | | | | | | | | | | | | | | | | October [removed: 29, 2022] [added: 28, 2023] | | | | | | | | | | | | | | |

| Commercial paper notes | | | $ | [removed: 547,225] [added: 547,738] | | | | | $ | [removed: 547,185] [added: 547,718] | | | | | $ | [removed: 546,875] [added: 547,532] | | | | | $ | [removed: —] [added: 547,225] | | | | | $ | [removed: —] [added: 547,185] | | | | | $ | [removed: —] [added: 546,875] | |

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

| 2025 Notes, due April 2025 | | | 400,000 | | | | | | [removed: 385,231] [added: 397,027] | | | | | | [removed: 380,013] [added: 395,418] | | | | | | 400,000 | | | | | | [removed: 383,378] [added: 385,231] | | | | | | [removed: 374,686] [added: 380,013] | | |

| 2026 Notes, due December 2026 | | | 900,000 | | | | | | [removed: 851,023] [added: 882,795] | | | | | | [removed: 826,888] [added: 865,439] | | | | | | 900,000 | | | | | | [removed: 851,479] [added: 851,023] | | | | | | [removed: 820,203] [added: 826,888] | | |

| 2027 Notes, due June 2027 | | | 440,212 | | | | | | [removed: 408,595] [added: 421,077] | | | | | | [removed: 395,208] [added: 410,868] | | | | | | 440,212 | | | | | | [removed: 410,091] [added: 408,595] | | | | | | [removed: 393,294] [added: 395,208] | | |

| 2028 Notes, due October 2028 | | | 750,000 | | | | | | [removed: 628,999] [added: 673,316] | | | | | | [removed: 600,812] [added: 648,856] | | | | | | 750,000 | | | | | | [removed: 621,093] [added: 628,999] | | | | | | [removed: 588,044] [added: 600,812] | | |

| 2031 Notes, due October 2031 | | | 1,000,000 | | | | | | [removed: 773,404] [added: 843,766] | | | | | | [removed: 721,064] [added: 792,665] | | | | | | 1,000,000 | | | | | | [removed: 786,772] [added: 773,404] | | | | | | [removed: 727,579] [added: 721,064] | | |

| 2032 Notes, due October 2032 | | | 300,000 | | | | | | [removed: 269,828] [added: 287,172] | | | | | | [removed: 251,153] [added: 268,903] | | | | | | 300,000 | | | | | | [removed: 278,359] [added: 269,828] | | | | | | [removed: 257,337] [added: 251,153] | | |

| 2036 Notes, due December 2036 | | | 144,278 | | | | | | [removed: 118,554] [added: 136,718] | | | | | | [removed: 108,085] [added: 124,895] | | | | | | 144,278 | | | | | | [removed: 126,274] [added: 118,554] | | | | | | [removed: 114,389] [added: 108,085] | | |

| 2041 Notes, due October 2041 | | | 750,000 | | | | | | [removed: 479,078] [added: 534,435] | | | | | | [removed: 422,949] [added: 472,539] | | | | | | 750,000 | | | | | | [removed: 513,709] [added: 479,078] | | | | | | [removed: 450,337] [added: 422,949] | | |

| 2045 Notes, due December 2045 | | | 332,587 | | | | | | [removed: 292,248] [added: 322,942] | | | | | | [removed: 259,323] [added: 285,905] | | | | | | 332,587 | | | | | | [removed: 313,931] [added: 292,248] | | | | | | [removed: 276,820] [added: 259,323] | | |

| 2051 Notes, due October 2051 | | | 1,000,000 | | | | | | [removed: 590,666] [added: 655,668] | | | | | | [removed: 507,297] [added: 560,843] | | | | | | 1,000,000 | | | | | | [removed: 640,766] [added: 590,666] | | | | | | [removed: 545,958] [added: 507,297] | | |

Relative to the net unhedged foreign currency exposures existing at [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] an immediate 10% unfavorable movement in foreign currency exchange rates would result in approximately [removed: $66.5] [added: $32.2] million of losses and [removed: $69.5] [added: $66.5] 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 [removed: October 28, 2023,] [added: November 2, 2024,] 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 [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022:][added: 28, 2023:]

| | | | [removed: October 28, 2023] [added: November 2, 2024] | | | | | | October [removed: 29, 2022] [added: 28, 2023] | | |

| Fair value of forward exchange contracts | | | $ | [removed: (11,575)] [added: (8,961)] | | | | | $ | [removed: (16,984)] [added: (11,575)] | |

| Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset | | | $ | [removed: 49,284] [added: 31,564] | | | | | $ | [removed: 21,193] [added: 49,284] | |

| Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability | | | $ | [removed: (70,461)] [added: (45,922)] | | | | | $ | [removed: (51,604)] [added: (70,461)] | |

We have audited the accompanying consolidated balance sheets of Analog Devices, Inc. (the Company) as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: shareholders’] equity and cash flows for each of the three years in the period ended [removed: October 28, 2023,] [added: November 2, 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: October 28, 2023,] [added: November 2, 2024,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of [removed: October 28, 2023,] [added: November 2, 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 21, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 2n to the consolidated financial statements, the [removed: Company's] [added: Company’s] sales contracts provide certain distributors with credits for price protection and rights of return, which results in variable consideration. During [removed: 2023,] [added: 2024,] sales to distributors were [removed: $7.5] [added: $5.5] billion net of expected price protection credits and rights of return for which the liability balance as of [removed: October 28, 2023] [added: November 2, 2024] was [removed: $525.4] [added: $508.7] million, of which the vast majority relates to the price protection credits. Auditing the [removed: Company's] [added: 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 [removed: management's] [added: 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. | | |

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

| 2034 Notes, due April 2034 | | | 550,000 | | | | | | 553,375 | | | | | | 514,043 | | | | | | — | | | | | | — | | | | | | — | | |

| 2054 Notes, due April 2054 | | | 550,000 | | | | | | 541,912 | | | | | | 470,255 | | | | | | — | | | | | | — | | | | | | — | | |

November 26, 2024

| Maxim Notes, due June 2027 | | | — | | | | | | — | | | | | | — | | | | | | 59,788 | | | | | | 54,771 | | | | | | 52,534 | | |

November 21, 2023

The Intelligent Edge is characterized by ubiquitous sensing, hyper-scale and edge [removed: computing] [added: computing, artificial intelligence (AI)] and pervasive connectivity.

That is built around the following [removed: three] key priorities, which [added: we believe] will continue to drive our long-term success:

- Efficient use of capital. Research and development (R&D) is critical to continue our cycle of [removed: innovation-driven success.][added: innovation, driven by a diverse array of engineering talent who “engineer good” for our planet and society.]

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

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

Together, our products and our engineering talent enable us to partner with our customers, leveraging our analog domain expertise and [removed: receiving] [added: receive] the full benefit of our technology capabilities to develop complete and innovative solutions.

[removed: In addition, we] [added: We] are well-aligned with the key B2B markets driving the increase in data at the Intelligent Edge and we will continue to be a critical partner in the collection, creation and communication of our customers’ edge data.

Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October; [removed: October 28, 2023] [added: November 2, 2024] (fiscal [removed: 2023),] [added: 2024) was a 53-week fiscal period, while] 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 2022)] were 52-week fiscal periods.

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

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

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

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

| End Market* | | | | | | Percent of Fiscal [removed: 2023] [added: 2024] Revenue | | | | | | Percent of Fiscal [removed: 2022] [added: 2023] Revenue | | | | | | Percent of Fiscal [removed: 2021] [added: 2022] Revenue | | |

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

We take real-world phenomena in the most complex environments on the factory floor and translate [removed: it] [added: them] into valuable insights and outcomes.

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

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

As such, we also sell products in the form of [removed: SiPs (system] [added: system] in [removed: package),] [added: package (SiPs),] printed circuit board assemblies, modules, and subsystems.

*Healthcare* — The healthcare market is evolving in response to the need for increased access to better and more affordable care, as well as a growing focus on preventative healthcare and the need to better [added: and more cost effectively] manage chronic conditions.

To help achieve this, we are collaborating with customers and partners on innovative solutions that are designed to achieve better outcomes for patients and [added: more efficient workflows for] physicians at reduced [removed: costs for all.][added: costs.]

Our offerings include both standard and application-specific [added: hardware, software and service-based] products and are used in applications such as:

| • [removed: Ultrasound] [added: Ultrasound, PET and MRI] systems | | | | | | • Anesthesia equipment | | |

| • X-Ray equipment (CT and [removed: DR)] [added: DX-Ray)] | | | | | | • Lab [added: and point of care] diagnostic equipment | | |

| • Image guided therapy | | | | | | • [removed: Surgical] [added: Robotic surgery, surgical] tools and instruments | | |

| • Multi-parameter vital signs monitors | | | | | | • Blood analyzers [added: and infusion pumps] | | |

*Energy Management* — The global drive towards improved energy efficiency, conservation, reliability and [removed: cleanliness] [added: clean energy] is driving investments in electrification across many different application areas, including electric vehicle charging infrastructure, renewable energy, power transmission and distribution systems, electric meters and other innovative areas.

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

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

As is customary in the semiconductor industry, we allow most orders to be canceled within a reasonable notification period or deliveries to be delayed by customers without significant penalty, while also allowing certain distributors to receive price adjustment credits and to return qualifying products for credit, [added: typically] as determined by us, in order to reduce the amounts of slow-moving, discontinued or obsolete product from their inventory.

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 [added: the remainder is sourced internally.]

As of [removed: October 28, 2023,] [added: November 2, 2024,] we held approximately [removed: 4,842] [added: 4,660] U.S. patents and approximately [removed: 416] [added: 470] published pending U.S. patent applications.

[removed: It] [added: Although it] is generally our policy to seek patent protection for significant inventions that may be patented, [removed: though] we may elect, in certain cases, not to seek patent protection even for significant inventions, if we determine other protection, such as maintaining the invention as a trade secret, to be more advantageous.

We are a [removed: member of the Responsible Business Alliance as well as a] signatory to the United Nations Global Compact and the Business Ambition for 1.5°C [removed: campaign.][added: campaign, as well as a member of the Responsible Business Alliance.]

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

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

We [removed: are committed] [added: have programs and management systems in place] to [removed: protecting] [added: protect] the environment and the health and safety of our employees, customers and the public.

In fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] 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 [added: chemicals used or produced in the semiconductor manufacturing process.]

Our products are subject to increasingly stringent regulations regarding substance content in jurisdictions where we [removed: sell products.][added: do business.]

Substance content of our products includes materials that are subject to [removed: conflict mineral] reporting [removed: requirements.][added: requirements, including conflict minerals.]

In addition, we are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services.

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023 and fiscal 2022.

- *Interface*—Includes general purpose analog ICs whose primary function is to modify or shape the signal in order to ensure signal integrity for transmission over a distance through a physical medium such as a wire, cable, waveguide, or tracks within a printed circuit board.

These include devices that shape the signal for transmission over the medium or reconstruct the received signal after transmission to recover the intended signal integrity.

any, of the product.

| Industrial | | | | | | 46% | | | | | | 54% | | | | | | 52% | | |

| Automotive | | | | | | 30% | | | | | | 23% | | | | | | 20% | | |

| Communications | | | | | | 11% | | | | | | 13% | | | | | | 15% | | |

| • Remote patient monitoring and wellness | | | | | | • Renal therapy and organ transplant systems | | |

| • Continuous glucose monitoring | | | | | | • Insulin pumps | | |

Government Regulation

Our business activities are subject to various federal, state, local and foreign laws and regulations, including those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, including import, export and customs, antitrust, environment, health and safety, employment, immigration and travel, cybersecurity, privacy, data protection and localization and anti-corruption.

These laws and regulations may differ among jurisdictions, and compliance with them may have a materially adverse impact on our business and results of operations.

For more information about these potential impacts, see the section titled “Risk Factors—Risks Related to Cyber, Artificial Intelligence, Intellectual Property, Legal and Regulatory” of this Annual Report on Form 10-K.

Our Environment, Social and Governance (ESG) aspirations and programs, including our climate targets and our approach to ethical business conduct and ethics and applying fair labor standards, are communicated in our 2023 ESG Report.

on our capital expenditures, earnings, financial condition or competitive position.

Our latest survey completed in fiscal 2024 had a 92% participation rate among all employees and the survey results indicated employee satisfaction in areas such as purpose, demonstrating culture, fostering belonging, aligning with our strategy and leadership commitment, while also supporting decision speed and reducing barriers to execution.

We target the most attractive opportunities, particularly across our business-to-business (B2B) markets including Industrial, Automotive and Communications.

In addition to driving organic growth, our strategy involves expansion through the acquisition of businesses, assets or 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.

Acquisition of Maxim Integrated Products, Inc.

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

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

The acquisition of Maxim is referred to as the Acquisition.

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

| Industrial | | | | | | 53% | | | | | | 51% | | | | | | 55% | | |

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

| Communications | | | | | | 13% | | | | | | 16% | | | | | | 17% | | |

applications.

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

the remainder is sourced internally.

Our 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.

chemicals used or produced in the semiconductor manufacturing process.

Cybersecurity and Information Security Risk Oversight

We regularly perform risk assessments relating to cybersecurity and technology risks.

Our enterprise security program has been developed based on industry standards, including those published by the International Organization for Standardization (ISO) and the National Institute of Standards and Technology.

Highlights of the program include:

- A comprehensive set of enterprise security policies and procedures that guide our protection strategy.

- 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 assessments.

Risks identified by our cybersecurity program are analyzed to determine the potential impact on us and the likelihood of occurrence.

Such risks are continuously monitored to ensure that the circumstances and severity of such risks have not changed.

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

The Chief Information Officer regularly updates the full Board of Directors on information security matters and risk, including cybersecurity.

We conduct regular workforce training to instruct employees to identify cybersecurity concerns and take the appropriate action.

We install and regularly update antivirus software on all company managed systems and workstations to detect and prevent malicious code from impacting our systems.

In addition, we have a product security team focused on integrating risk and security best practices into our product development life cycle.

Periodically, we are audited by an independent information systems expert to determine both the adequacy of, and compliance with, controls and standards.

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

We have not experienced a material security breach in the last three years, and as a result, we have not incurred any net expenses from such a breach.

Furthermore, we have not been penalized or paid any amount under an information security breach settlement over the last three years.

offering competitive compensation and benefits that support their health, financial and emotional well-being.

Our latest survey completed in fiscal 2022 had a participation rate of over 83% of all our employees and the survey results indicated that we excel in areas including purpose, respectful treatment, commitment to diversity/inclusion and accountability.

From time to time in the ordinary course of our business, [added: we are involved in] various claims, charges and litigation [removed: are asserted or commenced against us] arising from, or related to, among other things, contractual matters, patents, trademarks, personal injury, environmental matters, product liability, insurance coverage, employment or employee benefits.

For the fiscal year ended [removed: October 28, 2023][added: November 2, 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $74,584,000,000] [added: $76,694,000,000] based on the last reported sale of the Common Stock on The Nasdaq Global Select Market on [removed: April 29, 2023.][added: May 4, 2024.]

As of [removed: October 28, 2023,] [added: November 2, 2024,] there were [removed: 496,261,678] [added: 496,296,854] 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: 13, 2024] [added: 12, 2025] | | | | | | III | | |

| [Note about Forward-Looking [removed: Statements](#id67250bad0e048dfb025500c70b0433f_10)] [added: Statements](#i9cc5acd33c2747b097f29460e74199b6_10)] | | | [removed: [1](#id67250bad0e048dfb025500c70b0433f_10)] [added: [1](#i9cc5acd33c2747b097f29460e74199b6_10)] | | |

| [Item 1. [removed: Business](#id67250bad0e048dfb025500c70b0433f_16)] [added: Business](#i9cc5acd33c2747b097f29460e74199b6_16)] | | | [removed: [2](#id67250bad0e048dfb025500c70b0433f_16)] [added: [2](#i9cc5acd33c2747b097f29460e74199b6_16)] | | |

| [Item 1A. Risk [removed: Factors](#id67250bad0e048dfb025500c70b0433f_19)] [added: Factors](#i9cc5acd33c2747b097f29460e74199b6_19)] | | | [removed: [11](#id67250bad0e048dfb025500c70b0433f_19)] [added: [10](#i9cc5acd33c2747b097f29460e74199b6_19)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#id67250bad0e048dfb025500c70b0433f_22)] [added: Comments](#i9cc5acd33c2747b097f29460e74199b6_22)] | | | [removed: [23](#id67250bad0e048dfb025500c70b0433f_22)] [added: [23](#i9cc5acd33c2747b097f29460e74199b6_22)] | | |

| [Item 1C. [removed: Cybersecurity](#id67250bad0e048dfb025500c70b0433f_1377)] [added: Cybersecurity](#i9cc5acd33c2747b097f29460e74199b6_25)] | | | [removed: [23](#id67250bad0e048dfb025500c70b0433f_1377)] [added: [23](#i9cc5acd33c2747b097f29460e74199b6_25)] | | |

| [Item 2. [removed: Properties](#id67250bad0e048dfb025500c70b0433f_25)] [added: Properties](#i9cc5acd33c2747b097f29460e74199b6_28)] | | | [removed: [24](#id67250bad0e048dfb025500c70b0433f_25)] [added: [25](#i9cc5acd33c2747b097f29460e74199b6_28)] | | |

| [Item 3. Legal [removed: Proceedings](#id67250bad0e048dfb025500c70b0433f_28)] [added: Proceedings](#i9cc5acd33c2747b097f29460e74199b6_31)] | | | [removed: [25](#id67250bad0e048dfb025500c70b0433f_28)] [added: [26](#i9cc5acd33c2747b097f29460e74199b6_31)] | | |

| [Item 5. Market for [removed: Registrant's] [added: Registrant](#i9cc5acd33c2747b097f29460e74199b6_43)’[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id67250bad0e048dfb025500c70b0433f_40)] [added: Securities](#i9cc5acd33c2747b097f29460e74199b6_43)] | | | [removed: [26](#id67250bad0e048dfb025500c70b0433f_40)] [added: [27](#i9cc5acd33c2747b097f29460e74199b6_43)] | | |

| [Item [removed: 6.](#id67250bad0e048dfb025500c70b0433f_43)] [added: 6.](#i9cc5acd33c2747b097f29460e74199b6_46)] Reserved | | | [removed: [27](#id67250bad0e048dfb025500c70b0433f_43)] [added: [28](#i9cc5acd33c2747b097f29460e74199b6_46)] | | |

| [Item 7. [removed: Management's] [added: Management](#i9cc5acd33c2747b097f29460e74199b6_52)’[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id67250bad0e048dfb025500c70b0433f_49)] [added: Operations](#i9cc5acd33c2747b097f29460e74199b6_52)] | | | [removed: [28](#id67250bad0e048dfb025500c70b0433f_49)] [added: [29](#i9cc5acd33c2747b097f29460e74199b6_52)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#id67250bad0e048dfb025500c70b0433f_55)] [added: Risk](#i9cc5acd33c2747b097f29460e74199b6_58)] | | | [removed: [39](#id67250bad0e048dfb025500c70b0433f_55)] [added: [39](#i9cc5acd33c2747b097f29460e74199b6_58)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id67250bad0e048dfb025500c70b0433f_58)] [added: Firm](#i9cc5acd33c2747b097f29460e74199b6_61)] | | | [removed: [41](#id67250bad0e048dfb025500c70b0433f_58)] [added: [41](#i9cc5acd33c2747b097f29460e74199b6_61)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#id67250bad0e048dfb025500c70b0433f_61)] [added: Data](#i9cc5acd33c2747b097f29460e74199b6_64)] | | | [removed: [43](#id67250bad0e048dfb025500c70b0433f_61)] [added: [43](#i9cc5acd33c2747b097f29460e74199b6_64)] | | |

| [Consolidated Statements of [removed: Income](#id67250bad0e048dfb025500c70b0433f_64)] [added: Income](#i9cc5acd33c2747b097f29460e74199b6_67)] | | | [removed: [43](#id67250bad0e048dfb025500c70b0433f_64)] [added: [43](#i9cc5acd33c2747b097f29460e74199b6_67)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id67250bad0e048dfb025500c70b0433f_67)] [added: Income](#i9cc5acd33c2747b097f29460e74199b6_70)] | | | [removed: [44](#id67250bad0e048dfb025500c70b0433f_67)] [added: [44](#i9cc5acd33c2747b097f29460e74199b6_70)] | | |

| [Consolidated Balance [removed: Sheets](#id67250bad0e048dfb025500c70b0433f_70)] [added: Sheets](#i9cc5acd33c2747b097f29460e74199b6_73)] | | | [removed: [45](#id67250bad0e048dfb025500c70b0433f_70)] [added: [45](#i9cc5acd33c2747b097f29460e74199b6_73)] | | |

| [Consolidated Statements of [removed: Shareholders' Equity](#id67250bad0e048dfb025500c70b0433f_73)] [added: Shareholders](#i9cc5acd33c2747b097f29460e74199b6_76)’ [Equity](#i9cc5acd33c2747b097f29460e74199b6_76)] | | | [removed: [46](#id67250bad0e048dfb025500c70b0433f_73)] [added: [46](#i9cc5acd33c2747b097f29460e74199b6_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id67250bad0e048dfb025500c70b0433f_76)] [added: Flows](#i9cc5acd33c2747b097f29460e74199b6_79)] | | | [removed: [47](#id67250bad0e048dfb025500c70b0433f_76)] [added: [47](#i9cc5acd33c2747b097f29460e74199b6_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id67250bad0e048dfb025500c70b0433f_79)] [added: Statements](#i9cc5acd33c2747b097f29460e74199b6_82)] | | | [removed: [48](#id67250bad0e048dfb025500c70b0433f_79)] [added: [48](#i9cc5acd33c2747b097f29460e74199b6_82)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id67250bad0e048dfb025500c70b0433f_136)] [added: Disclosure](#i9cc5acd33c2747b097f29460e74199b6_139)] | | | [removed: [85](#id67250bad0e048dfb025500c70b0433f_136)] [added: [82](#i9cc5acd33c2747b097f29460e74199b6_139)] | | |

| [Item 9A. Controls and [removed: Procedures](#id67250bad0e048dfb025500c70b0433f_139)] [added: Procedures](#i9cc5acd33c2747b097f29460e74199b6_142)] | | | [removed: [85](#id67250bad0e048dfb025500c70b0433f_139)] [added: [82](#i9cc5acd33c2747b097f29460e74199b6_142)] | | |

| [Item 9B. Other [removed: Information](#id67250bad0e048dfb025500c70b0433f_142)] [added: Information](#i9cc5acd33c2747b097f29460e74199b6_145)] | | | [removed: [87](#id67250bad0e048dfb025500c70b0433f_142)] [added: [84](#i9cc5acd33c2747b097f29460e74199b6_145)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#id67250bad0e048dfb025500c70b0433f_145)] [added: Inspections](#i9cc5acd33c2747b097f29460e74199b6_148)] | | | [removed: [87](#id67250bad0e048dfb025500c70b0433f_145)] [added: [84](#i9cc5acd33c2747b097f29460e74199b6_148)] | | |

| [Item 10. [removed: 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)] [added: Directors, Executive Officers and Corporate Governance](#i9cc5acd33c2747b097f29460e74199b6_154)] | | | [removed: [88](#id67250bad0e048dfb025500c70b0433f_151)] [added: [85](#i9cc5acd33c2747b097f29460e74199b6_154)] | | |

| [Item 11. Executive [removed: Compensation](#id67250bad0e048dfb025500c70b0433f_154)] [added: Compensation](#i9cc5acd33c2747b097f29460e74199b6_157)] | | | [removed: [88](#id67250bad0e048dfb025500c70b0433f_154)] [added: [85](#i9cc5acd33c2747b097f29460e74199b6_157)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and [removed: 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)] [added: Management and Related Stockholder Matters](#i9cc5acd33c2747b097f29460e74199b6_160)] | | | [removed: [88](#id67250bad0e048dfb025500c70b0433f_157)] [added: [85](#i9cc5acd33c2747b097f29460e74199b6_160)] | | |

| [Item 13. Certain Relationships and Related [removed: 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)] [added: Transactions, and Director Independence](#i9cc5acd33c2747b097f29460e74199b6_163)] | | | [removed: [88](#id67250bad0e048dfb025500c70b0433f_160)] [added: [85](#i9cc5acd33c2747b097f29460e74199b6_163)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#id67250bad0e048dfb025500c70b0433f_163)] [added: Services](#i9cc5acd33c2747b097f29460e74199b6_166)] | | | [removed: [88](#id67250bad0e048dfb025500c70b0433f_163)] [added: [85](#i9cc5acd33c2747b097f29460e74199b6_166)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#id67250bad0e048dfb025500c70b0433f_169)] [added: Schedules](#i9cc5acd33c2747b097f29460e74199b6_172)] | | | [removed: [89](#id67250bad0e048dfb025500c70b0433f_169)] [added: [86](#i9cc5acd33c2747b097f29460e74199b6_172)] | | |

| [Schedule II - [removed: Va](#id67250bad0e048dfb025500c70b0433f_178)luation] [added: Va](#i9cc5acd33c2747b097f29460e74199b6_181)luation] and Qualifying Accounts | | | [removed: [97](#id67250bad0e048dfb025500c70b0433f_178)] [added: [93](#i9cc5acd33c2747b097f29460e74199b6_181)] | | |

| [Item 16. Form 10-K [removed: Summary](#id67250bad0e048dfb025500c70b0433f_181)] [added: Summary](#i9cc5acd33c2747b097f29460e74199b6_184)] | | | [removed: [98](#id67250bad0e048dfb025500c70b0433f_181)] [added: [94](#i9cc5acd33c2747b097f29460e74199b6_184)] | | |

In addition, any statements that refer to projections regarding our future financial performance or results; our anticipated growth and trends in our businesses; the effects of business, economic, political, 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 products, including the effects of customer inventory adjustments; [removed: 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 [removed: goals related to carbon neutrality, net zero emissions and water recycling; our] development of technologies and processes and research and development investments; our future market position and expected competitive changes in the marketplace for our products; [removed: the anticipated result of litigation matters;] our plans to pay dividends or repurchase stock; servicing our outstanding debt; our 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 [added: tax examinations and audits and] changes in or the application of new or revised tax laws; expected cost savings; the effect of new accounting pronouncements; our plans to integrate or realize the benefits or synergies expected of acquired businesses and technologies; [removed: our continued initiatives to consolidate our footprint related to our business units;] and other characterizations of future events or circumstances are forward-looking statements.

| [PART I](#i9cc5acd33c2747b097f29460e74199b6_13) | | | [2](#i9cc5acd33c2747b097f29460e74199b6_13) | | |

| [Item 4. Mine Safety Disclosures](#i9cc5acd33c2747b097f29460e74199b6_34) | | | [26](#i9cc5acd33c2747b097f29460e74199b6_34) | | |

| [PART II](#i9cc5acd33c2747b097f29460e74199b6_40) | | | [27](#i9cc5acd33c2747b097f29460e74199b6_40) | | |

| [PART III](#i9cc5acd33c2747b097f29460e74199b6_151) | | | [85](#i9cc5acd33c2747b097f29460e74199b6_151) | | |

| [PART IV](#i9cc5acd33c2747b097f29460e74199b6_169) | | | [86](#i9cc5acd33c2747b097f29460e74199b6_169) | | |

| [Signatures](#i9cc5acd33c2747b097f29460e74199b6_187) | | | [95](#i9cc5acd33c2747b097f29460e74199b6_187) | | |

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

| [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) | | |

Risk Management and Strategy

As part of our enterprise security program, we perform risk assessments relating to cybersecurity and technology risks.

Our enterprise security program has been developed based on industry standards, including those published by the International Organization for Standardization (ISO) and the National Institute of Standards and Technology.

The program includes a comprehensive set of enterprise security policies and procedures that guide our protection strategy.

Our policies, procedures and practices include, but are not limited to:

- identifying critical assets and high-risk threats and analyzing identified risks to determine the potential impact on the organization and the likelihood of occurrence;

- cybersecurity detection, controls and remediation practices, including vulnerability assessments, penetration testing and tabletop exercises;

- an incident response and recovery plan that includes escalation protocols, procedures for containment of incidents and investigation and remediation procedures;

- installation of and regular updates to antivirus software on all company managed systems and workstations to detect and prevent malicious code from impacting our systems;

- conducting regular workforce trainings for employees to identify cybersecurity concerns and educate employees on potential risks and best practices;

- evaluating the effectiveness of our program by performing internal assessments;

- periodic external audits by an independent third party to test for the adequacy of, and compliance with, controls and standards; and

- regular collaboration with leading global security providers, intelligence and law enforcement communities and industry peers to exchange information on trends and best practices in order to address new and evolving cybersecurity risks.

We have in place a third-party risk management program to evaluate the cyber postures of our critical partners’ who handle the Company’s sensitive data in order to identify, monitor and address material cybersecurity risks that may arise from such third-party relationships.

While we have experienced cybersecurity incidents in the past, in the last three years we have not experienced any cybersecurity incidents that have materially affected or are currently viewed as reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

However, the scope and impact of any future incidents cannot be predicted and there can be no assurance that our enterprise security program will be effective in preventing material cybersecurity incidents in the future.

See the risk factor titled “Our computer systems and networks are subject to attempted security breaches and other cyber incidents and a significant disruption in, or breach in security of, our information technology systems or certain products could materially and adversely affect our business or reputation.” in Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K for further information.

Governance

Management is responsible for assessing and managing our day-to-day risks and control systems, and our Board is responsible for overseeing our enterprise risk management programs as a whole.

The Board has delegated the oversight of cybersecurity risk assessment and management to the audit committee.

As reflected in its charter, the audit committee is responsible for overseeing and reviewing the Company’s cybersecurity and information security programs, practices and risk mitigation efforts.

The audit committee receives quarterly reports on cybersecurity risks, or more frequent reports if circumstances dictate.

We have established a cross-functional Cybersecurity Steering Committee, comprised of our Chief Information Officer (CIO), our Chief Information Security Officer (CISO) and other senior management.

The Cybersecurity Steering Committee is charged with overseeing the management of our enterprise security program, including reviewing and prioritizing cybersecurity risks, monitoring potential incidents, establishing key mitigation initiatives, overseeing cybersecurity governance and promoting and supporting cybersecurity best practices.

The Cybersecurity Steering Committee is chaired by our CISO, who reports to our CIO.

Both our CISO and our CIO have extensive experience in assessing and managing cybersecurity programs and risk management through serving in various senior roles in information technology and cybersecurity, serving on external Boards of Directors and holding multiple industry-recognized certifications.

The prevention, detection, mitigation and remediation of cybersecurity incidents is accomplished pursuant to various policies, procedures and processes, including our incident response and recovery plan and the other elements of our enterprise security program described above under “Risk Management and Strategy.” These measures include escalation protocols through which the Cybersecurity Steering Committee is informed about cybersecurity and incidents by our CISO.

As part of our enterprise security program, we have communication processes enabled for employees to identify and report threats or potential vulnerabilities.

Our CIO and CISO provide regular updates to the full Board on the performance of, and enhancements to, key information technology projects, our enterprise security program and risk mitigation efforts, including relevant findings of the Cybersecurity Steering Committee.

The full Board also receives updates from the audit committee.

In addition, there are protocols in place for immediate escalation in the event of any cybersecurity issues or developments that may require consideration between regularly scheduled audit committee or Board meetings.

Our internal audit team also provides regular updates to the audit committee on the performance of our enterprise security program from an internal audit perspective.

In addition, our Chief Compliance and Risk Officer, who oversees our overall enterprise risk management and compliance programs and chairs our Enterprise Risk Management Committee, provides regular reports to the full Board, including periodic updates on risk management.

Not applicable.

| Penang, Malaysia (1) | | | | | | Wafer probe and testing, assembly and engineering offices | | | | | | [removed: 696,680] [added: 697,000] sq. ft. | | |

| Beaverton, OR | | | | | | Wafer fabrication, engineering and administrative offices | | | | | | [removed: 457,917] [added: 458,000] sq. ft. | | |

| San Jose, CA | | | | | | Engineering, sales, marketing and administrative offices | | | | | | [removed: 435,000] [added: 441,000] sq. ft. | | |

| Camas, WA | | | | | | Wafer fabrication | | | | | | [removed: 105,000] [added: 97,000] sq. ft. | | |

| San Jose, CA | | | | | | Manufacturing, marketing and administrative offices | | | | | | [removed: 103,000] [added: 102,000] sq. ft. | | | | | | 2033 | | | | | | 1, five-yr. period | | |

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

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

The number of holders of record of our common stock at November [removed: 17, 2023] [added: 22, 2024] was [removed: 2,316.][added: 2,230.]

On [removed: October 27, 2023,] [added: November 1, 2024,] the last reported sales price of our common stock on The Nasdaq Global Select Market was [removed: $160.57] [added: $225.48] per share.

On November [removed: 20, 2023,] [added: 25, 2024,] our Board of Directors declared a cash dividend of [removed: $0.86] [added: $0.92] per outstanding share of common stock.

The dividend will be paid on December [removed: 14, 2023] [added: 20, 2024] to all shareholders of record at the close of business on December [removed: 4, 2023] [added: 9, 2024] and is expected to total approximately [removed: $426.8] [added: $456.6] million.

The table below summarizes the activity related to stock repurchases for the three months ended [removed: October 28, 2023.][added: November 2, 2024.]

As of [removed: October 28, 2023,] [added: November 2, 2024,] the Company had repurchased a total of approximately [removed: 205.3] [added: 207.7] million shares of its common stock for approximately [removed: $14.5] [added: $15.0] billion under our share repurchase program.

An additional [removed: $2.1] [added: $1.7] billion remains available for repurchase of shares under the current authorized program.

(1)Includes [removed: 166,076] [added: 60,501] 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.

(2)The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock [removed: price] [added: prices] at the vesting [removed: date] [added: dates] which [removed: is] [added: are] used to calculate the number of shares to be withheld.

The following graph compares cumulative total shareholder return on our common stock since November [removed: 3, 2018] [added: 2, 2019] 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 November [removed: 3, 2018] [added: 2, 2019] in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested.

][added: Workiva.jpg](https://www.sec.gov/Archives/edgar/data/6281/000000628124000204/adi-20241102_g1.jpg)]

| August 4, 2024 through August 31, 2024 | | | | | | 143,269 | | | | | | $ | 219.84 | | | | | 95,944 | | | | | | $ | 1,712,491,367 | |

| September 1, 2024 through September 28, 2024 | | | | | | 109,336 | | | | | | $ | 223.90 | | | | | 102,240 | | | | | | $ | 1,689,594,092 | |

| September 29, 2024 through November 2, 2024 | | | | | | 169,648 | | | | | | $ | 227.53 | | | | | 163,568 | | | | | | $ | 1,652,367,857 | |

| Total | | | | | | 422,253 | | | | | | $ | 223.98 | | | | | 361,752 | | | | | | $ | 1,652,367,857 | |

| 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 | |

The following discussion includes results of operations and financial condition for the fiscal year ended [removed: October 28, 2023] [added: November 2, 2024] (fiscal [removed: 2023)] [added: 2024)] and the fiscal year ended October [removed: 29, 2022] [added: 28, 2023] (fiscal [removed: 2022)] [added: 2023)] and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

For discussion on results of operations and financial condition for 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,] 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: 2022] [added: 2023] filed with the Securities and Exchange Commission on November [removed: 22, 2022.][added: 21, 2023.]

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2023] [added: 2024] over [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Gross margin % | | | [removed: 64.0] [added: 57.1] | | % | | | | [removed: 62.7] [added: 64.0] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income as a % of revenue | | | [removed: 26.9] [added: 17.3] | | % | | | | [removed: 22.9] [added: 26.9] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted EPS | | | $ | [removed: 6.55] [added: 3.28] | | | | | $ | [removed: 5.25] [added: 6.55] | | | | | | | | | | | $ | [removed: 1.30] [added: (3.27)] | | | | | [removed: 25] [added: (50)] | | % | | | | | | | | | | | | |

| | | | Fiscal [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Revenue | | | $ | [removed: 12,305,539] [added: 9,427,157] | | | | | 100 | | % | | | | [removed: 2] [added: (23)] | | % | | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | 100 | | % | | | | | | | | | | | | | | | | | | |

We sell our products globally through a direct sales force, [removed: third party] [added: third-party] distributors, independent sales representatives and via our website.

| | | | Fiscal [removed: 2023] [added: 2024] | | | | | | | | | | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| Distributors | | | $ | [removed: 7,534,894] [added: 5,505,779] | | | | | [removed: 61] [added: 58] | | % | | | | $ | [removed: 7,458,478] [added: 7,534,894] | | | | | [removed: 62] [added: 61] | | % | | | | | | | | | | | | |

| Direct customers | | | [removed: 4,603,166] [added: 3,772,945] | | | | | | [removed: 37] [added: 40] | | % | | | | [removed: 4,423,883] [added: 4,603,166] | | | | | | 37 | | % | | | | | | | | | | | | |

| Other | | | [removed: 167,479] [added: 148,433] | | | | | | [removed: 1] [added: 2] | | % | | | | [removed: 131,592] [added: 167,479] | | | | | | 1 | | % | | | | | | | | | | | | |

| Total Revenue | | | $ | [removed: 12,305,539] [added: 9,427,157] | | | | | 100 | | % | | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | 100 | | % | | | | | | | | | | | | |

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

[removed: Revenue by geographic region, based upon] [added: Geographic revenue information for fiscal 2024 and fiscal 2023 reflects] the geographic location of the distributors or OEMs who purchased the [removed: Company's products, for fiscal 2023 and fiscal 2022 was as follows:][added: Company’s products.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | $ Change | | | | | | % Change (1) | | | | | | | | | | | | | | |

| Rest of North and South America | | | [removed: 88,579] [added: 62,318] | | | | | | [removed: 72,497] [added: 88,579] | | | | | | | | | | | | [removed: 16,082] [added: (26,261)] | | | | | | [removed: 22] [added: (30)] | | % | | | | | | | | | | | | |

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

| | | | Fiscal Year | | | | | | | | | | | | [added: 2024 over 2023] | | | | | | [removed: 2023 over 2022] | | | | | | | | | | | | | | | | | | | | |

| R&D expenses as a % of revenue | | | [removed: 13] [added: 16] | | % | | | | [removed: 14] [added: 13] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: R&D] [added: SMG&A] expenses decreased in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022] [added: 2023,] primarily as a result of lower [removed: employee related] variable compensation expenses, [removed: partially offset by higher] [added: SMG&A employee related] salary and benefit [removed: expenses.][added: expenses and discretionary spending.]

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

Amortization expenses decreased in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022,] [added: 2023,] primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2023.

| Special charges, net | | | $ | [removed: 160,710] [added: 37,258] | | | | | $ | [removed: 274,509] [added: 160,710] | | | | | | | | | | | $ | [removed: (113,799)] [added: (123,452)] | | | | | [removed: (41)] [added: (77)] | | % | | | | | | | | | | | | |

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

| Operating income as a % of revenue | | | [removed: 31.1] [added: 21.6] | | % | | | | [removed: 27.3] [added: 31.1] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The [removed: increase] [added: decrease] in operating income in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022] [added: 2023] was primarily the result of a [removed: $344.7 million increase] [added: decrease] in [added: revenue which contributed to a decrease in] gross [removed: margin,] [added: margin of $2,495.9 million, partially offset by] a [removed: $113.8] [added: $204.9] million decrease in [removed: special charges, net,] [added: SMG&A expenses,] a [removed: $53.0] [added: $204.8] million decrease in amortization [removed: expenses and] [added: expenses,] a [removed: $40.3] [added: $172.3] million decrease in R&D [removed: expenses, partially offset by] [added: expenses and] a [removed: $7.4] [added: $123.5] million [removed: increase] [added: decrease] in [removed: SMG&A expenses,] [added: special charges, net,] as more fully described [removed: above under the headings *Gross Margin, Special Charges, Net, Amortization of Intangibles, Research and Development (R&D)* and *Selling, Marketing, General and Administrative (SMG&A).*][added: above.]

| | | | Fiscal Year | | | | | | | | | | | | [removed: 2023] [added: | | | | | | 2024] over [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | $ Change | | | | | | % Change | | | [added: | | | | | | | | | | | |]

| Nonoperating expense (income) | | | $ | [removed: 215,109] [added: 255,458] | | | | | $ | [removed: 179,951] [added: 215,109] | | | | | | | | | | | $ | [removed: 35,158] [added: 40,349] | | | | | [removed: 20] [added: 19] | | % |

The year-over-year increase in nonoperating expense in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022] [added: 2023] was primarily the result of [added: higher interest expense related to our debt obligations and lower net gains from other investments, partially offset by higher interest income.]

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

| Provision for [removed: (benefit from)] income taxes | | | $ | [removed: 293,424] [added: 142,067] | | | | | $ | [removed: 350,188] [added: 293,424] | | | | | | | | | | | $ | [removed: (56,764)] [added: (151,357)] | | | | | [removed: (16)] [added: (52)] | | % | | | | | | | | | | | | |

| Effective income tax rate | | | [removed: 8.1] [added: 8.0] | | % | | | | [removed: 11.3] [added: 8.1] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our effective tax rates for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] were below the U.S. statutory rate of 21% due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.

For fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] our pretax income was primarily generated in Ireland at a tax rate of 12.5%.

| Net income, as a % of revenue | | | [removed: 26.9] [added: 17.3] | | % | | | | [removed: 22.9] [added: 26.9] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The [removed: increase] [added: decrease] in net income in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022] [added: 2023] was a result of a [removed: $544.4] [added: $1,790.3] million [removed: increase] [added: decrease] in operating income and a [removed: $56.8] [added: $40.3] million [removed: decrease] [added: increase] in [removed: provision for income taxes,] [added: nonoperating expense,] partially offset by a [removed: $35.2] [added: $151.4] million [removed: increase] [added: decrease] in [removed: nonoperating expense, as more fully described above under the headings *Operating Income, Provision] [added: provision] for [removed: (Benefit From) Income Taxes* and *Nonoperating (Income) Expense.*][added: income taxes.]

Fiscal 2024 was a 53-week fiscal period, while fiscal 2023 was a 52-week fiscal period.

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023.

| Revenue | | | $ | 9,427,157 | | | | | $ | 12,305,539 | | | | | | | | | | | $ | (2,878,382) | | | | | (23) | | % | | | | | | | | | | | | |

| Net income | | | $ | 1,635,273 | | | | | $ | 3,314,579 | | | | | | | | | | | $ | (1,679,306) | | | | | (51) | | % | | | | | | | | | | | | |

| Industrial | | | $ | 4,314,280 | | | | | 46 | | % | | | | (35) | | % | | | | $ | 6,611,794 | | | | | 54 | | % | | | | | | | | | | | | | | | | | | |

| Automotive | | | 2,827,439 | | | | | | 30 | | % | | | | (2) | | % | | | | 2,876,140 | | | | | | 23 | | % | | | | | | | | | | | | | | | | | | |

| Communications | | | 1,080,496 | | | | | | 11 | | % | | | | (33) | | % | | | | 1,606,426 | | | | | | 13 | | % | | | | | | | | | | | | | | | | | | |

| Consumer | | | 1,204,942 | | | | | | 13 | | % | | | | (1) | | % | | | | 1,211,179 | | | | | | 10 | | % | | | | | | | | | | | | | | | | | | |

Revenue decreased 23% in fiscal 2024 as compared to fiscal 2023 primarily as a result of weaker macroeconomic trends.

This was pronounced in our Industrial end market as customers decreased their inventory balances and in the Communications end market primarily due to the timing of infrastructure deployment cycles.

The Automotive and Consumer end markets declined to a lesser extent as demand weakened driven by reduced consumer spending.

As a percentage of total revenue, the decrease in the distributor channel is primarily due to the decrease in revenue in our Industrial end market.

This may differ from the geographic location of the end customers particularly in cases where a third-party contract manufacturer purchases the Company’s products through distributors.

| United States | | | $ | 2,840,426 | | | | | $ | 4,165,296 | | | | | | | | | | | $ | (1,324,870) | | | | | (32) | | % | | | | | | | | | | | | |

| Europe | | | 2,109,529 | | | | | | 3,001,871 | | | | | | | | | | | | (892,342) | | | | | | (30) | | % | | | | | | | | | | | | |

| Japan | | | 1,085,631 | | | | | | 1,397,119 | | | | | | | | | | | | (311,488) | | | | | | (22) | | % | | | | | | | | | | | | |

| China | | | 2,128,840 | | | | | | 2,229,631 | | | | | | | | | | | | (100,791) | | | | | | (5) | | % | | | | | | | | | | | | |

| Rest of Asia | | | 1,200,413 | | | | | | 1,423,043 | | | | | | | | | | | | (222,630) | | | | | | (16) | | % | | | | | | | | | | | | |

| Total Revenue | | | $ | 9,427,157 | | | | | $ | 12,305,539 | | | | | | | | | | | $ | (2,878,382) | | | | | (23) | | % | | | | | | | | | | | | |

Total revenue decreased in fiscal 2024 as compared to fiscal 2023 in all regions due to weaker macroeconomic conditions as discussed above under the heading *Revenue Trends by End Market.*

| Gross margin | | | $ | 5,381,343 | | | | | $ | 7,877,218 | | | | | | | | | | | $ | (2,495,875) | | | | | (32) | | % | | | | | | | | | | | | |

| Gross margin % | | | 57.1 | | % | | | | 64.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Gross margin percentage in fiscal 2024 decreased by 690 basis points compared to fiscal 2023, primarily due to lower utilization of our factories due to decreased customer demand and unfavorable product mix.

| | | | Fiscal Year | | | | | | | | | | | | 2024 over 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| R&D expenses | | | $ | 1,487,863 | | | | | $ | 1,660,194 | | | | | | | | | | | $ | (172,331) | | | | | (10) | | % | | | | | | | | | | | | |

R&D expenses decreased in fiscal 2024 as compared to fiscal 2023 primarily as a result of lower R&D employee related variable compensation expenses, partially offset by the impact of an additional week of operations in fiscal 2024 as compared to fiscal 2023.

| | | | Fiscal Year | | | | | | | | | | | | 2024 over 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| SMG&A expenses | | | $ | 1,068,640 | | | | | $ | 1,273,584 | | | | | | | | | | | $ | (204,944) | | | | | (16) | | % | | | | | | | | | | | | |

The decrease was partially offset by an additional week of operations in fiscal 2024 as compared to fiscal 2023.

| | | | Fiscal Year | | | | | | | | | | | | 2024 over 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Amortization expenses | | | $ | 754,784 | | | | | $ | 959,618 | | | | | | | | | | | $ | (204,834) | | | | | (21) | | % | | | | | | | | | | | | |

| | | | Fiscal Year | | | | | | | | | | | | 2024 over 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

Special charges, net decreased in fiscal 2024 as compared to fiscal 2023, primarily due to decreased charges related to our Q4 2023 Plan.

| | | | Fiscal Year | | | | | | | | | | | | | | | | | | 2024 over 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Operating income | | | $ | 2,032,798 | | | | | $ | 3,823,112 | | | | | | | | | | | $ | (1,790,314) | | | | | (47) | | % | | | | | | | | | | | | |

Fiscal 2023 and fiscal 2022 were 52-week fiscal periods.

| 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) | | % | | | | | | | | | | | | |

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

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

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

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

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.

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

The decrease in cash used for financing activities during fiscal 2023 as compared to fiscal 2022 was primarily the result of the net proceeds from the issuance of commercial paper notes during fiscal 2023 and lower debt repayments, partially offset by higher common stock repurchases.

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

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

We also repurchase shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options.

| Debt obligations (1) | | | | | | $ | 7,064,301 | | | | | $ | 1,047,224 | | | | | $ | 400,000 | | | | | $ | 2,090,212 | | | | | $ | 3,526,865 | |

| Interest payments associated with debt obligations | | | | | | 2,253,446 | | | | | | 209,595 | | | | | | 341,514 | | | | | | 273,176 | | | | | | 1,429,161 | | |

| Transition tax (2) | | | | | | 484,244 | | | | | | 196,066 | | | | | | 288,178 | | | | | | — | | | | | | — | | |

| Operating leases (3) | | | | | | 494,662 | | | | | | 80,998 | | | | | | 148,565 | | | | | | 118,203 | | | | | | 146,896 | | |

| Inventory-related purchase commitments (4) | | | | | | 705,607 | | | | | | 170,042 | | | | | | 361,255 | | | | | | 130,977 | | | | | | 43,333 | | |

Years ended [added: November 2, 2024,] October 28, [removed: 2023, October 29, 2022] [added: 2023] and October [removed: 30, 2021][added: 29, 2022]

| (thousands, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | $ | [removed: 12,305,539] [added: 9,427,157] | | | | | $ | [removed: 12,013,953] [added: 12,305,539] | | | | | $ | [removed: 7,318,286] [added: 12,013,953] | |

| Cost of sales | | | [removed: 4,428,321] [added: 4,045,814] | | | | | | [removed: 4,481,479] [added: 4,428,321] | | | | | | [removed: 2,793,274] [added: 4,481,479] | | |

| Gross margin | | | [removed: 7,877,218] [added: 5,381,343] | | | | | | [removed: 7,532,474] [added: 7,877,218] | | | | | | [removed: 4,525,012] [added: 7,532,474] | | |

| Research and development | | | [removed: 1,660,194] [added: 1,487,863] | | | | | | [removed: 1,700,518] [added: 1,660,194] | | | | | | [removed: 1,296,126] [added: 1,700,518] | | |

| Selling, marketing, general and administrative | | | [removed: 1,273,584] [added: 1,068,640] | | | | | | [removed: 1,266,175] [added: 1,273,584] | | | | | | [removed: 915,418] [added: 1,266,175] | | |

| Amortization of intangibles | | | [removed: 959,618] [added: 754,784] | | | | | | [removed: 1,012,572] [added: 959,618] | | | | | | [removed: 536,811] [added: 1,012,572] | | |

| Special charges, net | | | [removed: 160,710] [added: 37,258] | | | | | | [removed: 274,509] [added: 160,710] | | | | | | [removed: 84,456] [added: 274,509] | | |

| Total operating expenses | | | [removed: 4,054,106] [added: 3,348,545] | | | | | | [removed: 4,253,774] [added: 4,054,106] | | | | | | [removed: 2,832,811] [added: 4,253,774] | | |

| Operating income: | | | [removed: 3,823,112] [added: 2,032,798] | | | | | | [removed: 3,278,700] [added: 3,823,112] | | | | | | [removed: 1,692,201] [added: 3,278,700] | | |

| Interest expense | | | [removed: 264,641] [added: 322,227] | | | | | | [removed: 200,408] [added: 264,641] | | | | | | [removed: 184,825] [added: 200,408] | | |

| Interest income | | | [removed: (41,287)] [added: (78,817)] | | | | | | [removed: (6,906)] [added: (41,287)] | | | | | | [removed: (1,220)] [added: (6,906)] | | |

| Other, net | | | [removed: (8,245)] [added: 12,048] | | | | | | [removed: (13,551)] [added: (8,245)] | | | | | | [removed: (35,268)] [added: (13,551)] | | |

| Total nonoperating expense (income) | | | [removed: 215,109] [added: 255,458] | | | | | | [removed: 179,951] [added: 215,109] | | | | | | [removed: 363,487] [added: 179,951] | | |

| Income before income taxes | | | [removed: 3,608,003] [added: 1,777,340] | | | | | | [removed: 3,098,749] [added: 3,608,003] | | | | | | [removed: 1,328,714] [added: 3,098,749] | | |

| Provision for [removed: (benefit from)] income taxes | | | [removed: 293,424] [added: 142,067] | | | | | | [removed: 350,188] [added: 293,424] | | | | | | [removed: (61,708)] [added: 350,188] | | |

| Net income | | | $ | [removed: 3,314,579] [added: 1,635,273] | | | | | $ | [removed: 2,748,561] [added: 3,314,579] | | | | | $ | [removed: 1,390,422] [added: 2,748,561] | |

| Shares used to compute earnings per common share — basic | | | [removed: 502,232] [added: 496,166] | | | | | | [removed: 519,226] [added: 502,232] | | | | | | [removed: 397,462] [added: 519,226] | | |

| Shares used to compute earnings per common share — diluted | | | [removed: 505,959] [added: 498,697] | | | | | | [removed: 523,178] [added: 505,959] | | | | | | [removed: 401,288] [added: 523,178] | | |

| Basic earnings per common share | | | $ | [removed: 6.60] [added: 3.30] | | | | | $ | [removed: 5.29] [added: 6.60] | | | | | $ | [removed: 3.50] [added: 5.29] | |

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

| (thousands) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Foreign currency translation adjustment | | | [removed: (408)] [added: 1,033] | | | | | | [removed: (46,341)] [added: (408)] | | | | | | [removed: 1,057] [added: (46,341)] | | |

| Changes in fair value of derivatives (net of tax of [removed: $486] [added: $5,948] in [removed: 2023, $2,902] [added: 2024, $486] in [removed: 2022] [added: 2023] and [removed: $14,217] [added: $2,902] in [removed: 2021)] [added: 2022)] | | | [removed: 7,948] [added: 4,533] | | | | | | [removed: (30,331)] [added: 7,948] | | | | | | [removed: 41,817] [added: (30,331)] | | |

| Adjustment for realized loss reclassified into earnings (net of tax of [removed: $3,311] [added: $2,140] in [removed: 2023, $5,054] [added: 2024, $3,311] in [removed: 2022] [added: 2023] and [removed: $189] [added: $5,054] in [removed: 2021)] [added: 2022)] | | | [removed: 9,622] [added: 12,308] | | | | | | [removed: 34,472] [added: 9,622] | | | | | | [removed: 7,099] [added: 34,472] | | |

| Total change in derivative instruments designated as cash flow hedges, net of tax | | | [removed: 17,570] [added: 16,841] | | | | | | [removed: 4,141] [added: 17,570] | | | | | | [removed: 48,916] [added: 4,141] | | |

| Change in actuarial (loss)/gain (net of tax of [removed: $312] [added: $1,198] in [removed: 2023, $7,756] [added: 2024, $312] in [removed: 2022] [added: 2023] and [removed: $637] [added: $7,756] in [removed: 2021)] [added: 2022)] | | | [removed: (7,312)] [added: (14,828)] | | | | | | [removed: 30,613] [added: (7,312)] | | | | | | [removed: 12,923] [added: 30,613] | | |

| Other comprehensive income (loss) | | | [removed: 9,850] [added: 3,046] | | | | | | [removed: (11,587)] [added: 9,850] | | | | | | [removed: 62,896] [added: (11,587)] | | |

| Comprehensive income | | | $ | [removed: 3,324,429] [added: 1,638,319] | | | | | $ | [removed: 2,736,974] [added: 3,324,429] | | | | | $ | [removed: 1,453,318] [added: 2,736,974] | |

[removed: October] [added: Years ended November 2, 2024, October] 28, 2023 and October 29, 2022

| (thousands, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 958,061 | | | | | [removed: $] | 1,470,572 | | [added: | | | | 1,977,964 | | |]

| Accounts receivable less allowances of [removed: $2,763 ($4,571] [added: $7,160 ($2,763] in [removed: 2022)] [added: 2023)] | | | [removed: 1,469,734] [added: 1,336,331] | | | | | | [removed: 1,800,462] [added: 1,469,734] | | |

| Inventories | | | [removed: 1,642,214] [added: 1,447,687] | | | | | | [removed: 1,399,914] [added: 1,642,214] | | |

| Prepaid expenses and other current assets | | | [removed: 314,013] [added: 337,472] | | | | | | [removed: 267,044] [added: 314,013] | | |

| Total current assets | | | [removed: 4,384,022] [added: 5,484,654] | | | | | | [removed: 4,937,992] [added: 4,384,022] | | |

| [removed: Net] [added: Total] property, plant and equipment | | | [added: $ | 3,415,550 | | | | | $ |] 3,219,157 | | | | | [added: $] | 2,401,304 | | [removed: |]

| Goodwill | | | [removed: 26,913,134] [added: 26,909,775] | | | | | | 26,913,134 | | |

| Intangible assets, net | | | [removed: 11,311,957] [added: 9,585,464] | | | | | | [removed: 13,265,406] [added: 11,311,957] | | |

November 2, 2024 and October 28, 2023

| Cash and cash equivalents | | | $ | 1,991,342 | | | | | $ | 958,061 | |

| Short-term investments | | | 371,822 | | | | | | — | | |

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

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

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

| Net Income — 2024 | | | | | | | | | | | | | | | | | | | | | 1,635,273 | | | | | | | | |

| Issuance of stock under stock plans | | | 3,216 | | | | | | 536 | | | | | | 120,679 | | | | | | | | | | | | | | |

| Common stock repurchased | | | (3,181) | | | | | | (530) | | | | | | (615,060) | | | | | | | | | | | | | | |

| BALANCE, NOVEMBER 2, 2024 | | | 496,297 | | | | | | $ | 82,718 | | | | | $ | 25,082,243 | | | | | $ | 10,196,612 | | | | | $ | (185,256) | |

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

| (thousands) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net income | | | $ | 1,635,273 | | | | | $ | 3,314,579 | | | | | $ | 2,748,561 | |

| Purchases of short-term investments | | | (438,901) | | | | | | — | | | | | | — | | |

| Maturities of short-term investments | | | 69,279 | | | | | | — | | | | | | — | | |

| Debt repayments | | | (499,966) | | | | | | — | | | | | | — | | |

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023 and fiscal 2022.

b.Cash, Cash Equivalents and Short-term Investments

Short-term investments have original maturities of greater than ninety days at the time of acquisition.

If the Company intends to sell the security or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the Company will write down the security to its fair value at the reporting date, recognizing the difference as a charge in the Consolidated Statements of Income.

If the impairment is partially or wholly due to a credit loss, the Company will recognize the portion of the fair value adjustment due to credit loss in the Consolidated Statements of Income.

| | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | 1,398,782 | | | | | $ | 642,081 | |

| Short-term investments: | | | | | | | | | | | |

| Available-for-sale securities | | | 371,822 | | | | | | — | | |

| Total short-term investments | | | $ | 371,822 | | | | | $ | — | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 (1) | | |

| Land and buildings | | | $ | 2,061,751 | | | | | $ | 1,737,842 | |

| Machinery and equipment | | | 4,456,926 | | | | | | 4,355,651 | | |

| | | | 7,187,988 | | | | | | 6,643,932 | | |

| Total | | | $ | 18,007,374 | | | | | $ | 8,421,910 | | | | | $ | 18,360,130 | | | | | $ | 7,048,173 | |

(1) Backlog-related intangible asset was fully utilized during fiscal 2024.

| 2025 | | | $ | 1,584,043 | |

| 2026 | | | $ | 1,534,232 | |

| 2027 | | | $ | 1,529,740 | |

| 2028 | | | $ | 1,463,291 | |

| 2029 | | | $ | 1,126,744 | |

ANALOG DEVICES, INC.

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

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

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

| Commitments and contingencies (Note 10) | | | | | | | | | | | |

| BALANCE, OCTOBER 31, 2020 | | | 369,485 | | | | | | $ | 61,582 | | | | | $ | 4,949,586 | | | | | $ | 7,236,238 | | | | | $ | (249,461) | |

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

| Issuance of stock under stock plans and other | | | 2,738 | | | | | | 355 | | | | | | 62,750 | | | | | | | | | | | | | | |

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

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

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

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

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

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

| Cash and cash equivalents at beginning of year | | | 1,470,572 | | | | | | 1,977,964 | | | | | | 1,055,860 | | |

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

There were no transfers between investment classifications in any of the fiscal years presented.

Held-to-maturity securities, which are carried at amortized cost, include only those securities the Company has the positive intent and ability to hold to maturity.

Securities such as bank time deposits, which by their nature are typically held to maturity, are classified as such.

There were no impairments of investments in any of the fiscal years presented.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

| Cash | | | $ | 642,081 | | | | | $ | 1,016,027 | |

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

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

| Land and buildings | | | $ | 1,715,572 | | | | | $ | 1,459,981 | |

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

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

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

In fiscal 2022, the Company used a combination of the qualitative and quantitative methods of assessing goodwill for the Company's reporting units.

The following table presents the changes in goodwill during fiscal 2023 and fiscal 2022:

| Balance at beginning of year | | | $ | 26,913,134 | | | | | $ | 26,918,470 | |

| Acquisition of Maxim (1) | | | — | | | | | | 15,267 | | |

| Foreign currency translation adjustment and other adjustments | | | — | | | | | | (20,603) | | |

| Balance at end of year | | | $ | 26,913,134 | | | | | $ | 26,913,134 | |

_______________________

In-process research and development (IPR&D) assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development (R&D) efforts.

Upon completion of the projects, the IPR&D assets are reclassified to technology-based intangible assets and amortized over their estimated useful lives.

| IPR&D | | | — | | | | | | — | | | | | | 28,222 | | | | | | — | | |

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

_______________________________________

(a) *Evaluation of Disclosure Controls and Procedures.* Our management, with the participation of our Chief Executive Officer and [removed: Interim] Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of [removed: October 28, 2023.][added: November 2, 2024.]

Based on the evaluation of our disclosure controls and procedures as of [removed: October 28, 2023,] [added: November 2, 2024,] our Chief Executive Officer and [removed: Interim] Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) [removed: *Management’s] [added: *Management*’*s] Report on Internal Control Over Financial Reporting.*

Our management assessed the effectiveness of our internal control over financial reporting as of [removed: October 28, 2023.][added: November 2, 2024.]

Based on this assessment, our management concluded that, as of [removed: October 28, 2023,] [added: November 2, 2024,] our internal control over financial reporting is effective based on those criteria.

We have audited Analog Devices, Inc.’s internal control over financial reporting as of [removed: October 28, 2023,] [added: November 2, 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Analog Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of [removed: October 28, 2023,] [added: November 2, 2024,] 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 the Company as of [removed: October 28, 2023] [added: November 2, 2024] and October [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended [removed: October 28, 2023,] [added: November 2, 2024,] and the related notes and schedule listed in the Index at Item 15(a)(2) and our report dated November [removed: 21, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

(d) *Changes in Internal Controls over Financial Reporting.* No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended [removed: October 28, 2023] [added: November 2, 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

November 26, 2024

November 21, 2023

None of our officers or directors [removed: adopted or] terminated a Rule 10b5-1 trading arrangement or [added: adopted or terminated] a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal [removed: 2023.][added: 2024.]

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors or officers during the fourth quarter of fiscal 2024 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).

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

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

| Name and Title | | | Date of Adoption | | | Duration of Rule 10b5-1 Trading Arrangement | | | Aggregate Number of Securities to Be Purchased or Sold | | |

| Richard C. Puccio, Jr. Executive Vice President and Chief Financial Officer | | | September 17, 2024 | | | Until April 30, 2025, or such earlier date upon which all transactions are completed or expire without execution | | | Sale of up to 5,000 shares | | |

Information required by this item [removed: is contained] [added: will be included] in our [removed: 2024] [added: 2025] proxy statement to be filed with the [removed: U.S. Securities and Exchange Commission (the SEC)] [added: SEC] within 120 days after [removed: October 28, 2023] [added: November 2, 2024] and is incorporated herein by reference.

During fiscal [removed: 2023,] [added: 2024,] we made no material change to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our [removed: 2023] [added: 2024] proxy statement.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

Information required by this item [removed: is contained] [added: will be included] in our [removed: 2024] [added: 2025] proxy statement to be filed with the SEC within 120 days after [removed: October 28, 2023] [added: November 2, 2024] and is incorporated herein by reference.

Information required by this item [removed: is contained] [added: will be included] in our [removed: 2024] [added: 2025] proxy statement to be filed with the SEC within 120 days after [removed: October 28, 2023 and, other than the information required by Item 402(v) of Regulation S-K,] [added: November 2, 2024 and] is incorporated herein by reference.

Information required by this item [removed: is contained] [added: will be included] in our [removed: 2024] [added: 2025] proxy statement to be filed with the SEC within 120 days after [removed: October 28, 2023] [added: November 2, 2024] and is incorporated herein by reference.

Information required by this item [removed: is contained] [added: will be included] in our [removed: 2024] [added: 2025] proxy statement to be filed with the SEC within 120 days after [removed: October 28, 2023] [added: November 2, 2024] and is incorporated herein by reference.

| | | | — | | | Consolidated Statements of Income for the years ended [added: November 2, 2024,] October 28, [removed: 2023,] [added: 2023 and] October 29, 2022 [removed: and October 30, 2021] | | |

| | | | — | | | Consolidated Statements of Comprehensive Income for the years ended [added: November 2, 2024,] October 28, [removed: 2023,] [added: 2023 and] October 29, 2022 [removed: and October 30, 2021] | | |

| | | | — | | | Consolidated Balance Sheets as of [added: November 2, 2024 and] October 28, 2023 [removed: and October 29, 2022] | | |

| | | | — | | | Consolidated Statements of Shareholders’ Equity for the years ended [added: November 2, 2024,] October 28, [removed: 2023,] [added: 2023 and] October 29, 2022 [removed: and October 30, 2021] | | |

| | | | — | | | Consolidated Statements of Cash Flows for the years ended [added: November 2, 2024,] October 28, [removed: 2023,] [added: 2023 and] October 29, 2022 [removed: and October 30, 2021] | | |

| [removed: 2.1] [added: 3.3] | | | | | | [removed: [Agreement] [added: [Amended] and [removed: Plan of Merger, dated as] [added: Restated By-Laws] of [removed: July 12, 2020, by and among] Analog Devices, [removed: Inc., Maxim Integrated Products, Inc. and Magneto Corp.](http://www.sec.gov/Archives/edgar/data/6281/000119312520192918/d934725dex21.htm),] [added: Inc.](https://www.sec.gov/Archives/edgar/data/6281/000119312522300481/d428637dex31.htm),] filed as exhibit [removed: 2.1] [added: 3.1] to the Company’s Current Report on Form 8-K [removed: (File No. 1-7819)] as filed with the Commission on [removed: July 15, 2020] [added: December 8, 2022] and incorporated herein by reference. | | | | | |

| 3.1 | | | | | | [Restated Articles of Organization of Analog Devices, Inc., as [removed: amended](http://www.sec.gov/Archives/edgar/data/6281/000095013508003842/b69749adexv3w1.htm),] [added: amended](https://www.sec.gov/Archives/edgar/data/6281/000095013508003842/b69749adexv3w1.htm),] filed as exhibit 3.1 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2008 [removed: (File No. 1-7819)] as filed with the Commission on May 20, 2008 and incorporated herein by reference. | | | | | |

| 3.2 | | | | | | [Amendment to Restated Articles of Organization of Analog Devices, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/6281/000095013508007881/b73171adexv3w1.htm),] [added: Inc.](https://www.sec.gov/Archives/edgar/data/6281/000095013508007881/b73171adexv3w1.htm),] filed as exhibit 3.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K [removed: (File No. 1-7819)] as filed with the Commission on December 8, 2008 and incorporated herein by reference. | | | | | |

| [removed: 3.3] [added: *10.49] | | | | | | [removed: [Amended and Restated By-Laws of Analog] [added: [Analog] Devices, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/6281/000119312522300481/d428637dex31.htm),] [added: Inc. Amended & Restated 2022 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/6281/000000628123000203/exhibit1063-amendedrestate.htm),] filed as exhibit [removed: 3.1] [added: 10.63] to the [removed: Company's Current] [added: Company’s Annual] Report on Form [removed: 8-K (File No. 1-7819)] [added: 10-K for the fiscal year ended October 28, 2023] as filed with the Commission on [removed: December 8, 2022] [added: November 21, 2023] and incorporated herein by reference. | | | | | |