UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



~~FORM~~	~~10-Q~~



☒FORM			10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~March 28,~~December 26, 2020



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________.

Commission file number 1-34192

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of registrant as specified in its charter)



Delaware						94-2896096
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer ~~I. D.~~Identification No.)

160 Rio Robles

San Jose,, CA95134

(Address of Principal Executive Offices including Zip Code)

(~~408~~) (408) 601-1000

(Registrant’s Telephone Number, ~~Including~~including Area Code)



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value	MXIM	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller” reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check one): Yes ☐ No ☒

As of ~~April 17, 2020,~~January 14, 2021, there were ~~266,625,382~~268,041,067 shares of Common Stock, par value $.001 per share, of the registrant outstanding.

MAXIM INTEGRATED PRODUCTS, INC.

INDEX


PART I - FINANCIAL INFORMATION		Page

~~PART I - FINANCIAL INFORMATION~~	~~Page~~

Item 1. Financial Statements (Unaudited)	3

Condensed Consolidated Balance Sheets as of ~~March 28,~~December 26, 2020 and June ~~29, 2019~~27, 2020		3

Condensed Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019		4

Condensed Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019		5

Condensed Consolidated Statements of Shareholders' Equity for the Three and ~~Nine~~Six Months Ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019		76

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019		68

Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2526

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3132

Item 4. Controls and Procedures		3132

PART II - OTHER INFORMATION		33

Item 1. Legal Proceedings		33

Item 1A. Risk Factors		33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33

Item 3. Defaults Upon Senior Securities		3433

Item 4. Mine Safety Disclosures		3433

Item 5. Other Information		34

Item 6. Exhibits		3534

SIGNATURE		3635

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	December 26, 2020		June 27, 2020
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,796,961	$	1,578,670
Short-term investments	8,879		35,536
Total cash, cash equivalents and short-term investments	1,805,840		1,614,206
Accounts receivable, net of allowances of $619 and $645	485,773		404,778
Inventories	261,476		259,626
Other current assets	36,004		39,219
Total current assets	2,589,093		2,317,829
Property, plant and equipment, net	541,013		550,406
Intangible assets, net	76,166		87,959
Goodwill	562,540		562,540
Other assets	114,058		110,569
TOTAL ASSETS	$	3,882,870	$	3,629,303

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	96,959	$	91,982
Price adjustment and other revenue reserves	180,215		148,916
Income taxes payable	35,197		43,457
Accrued salary and related expenses	99,057		126,751
Accrued expenses	44,969		42,228
Total current liabilities	456,397		453,334
Long-term debt	994,741		994,022
Income taxes payable	362,214		385,072
Other liabilities	143,457		139,418
Total liabilities	1,956,809		1,971,846

Commitments and contingencies (Note 12)	0		0

Stockholders’ equity:
Common stock and capital in excess of par value	43,231		266
Retained earnings	1,897,098		1,671,786
Accumulated other comprehensive loss	(14,268)		(14,595)
Total stockholders’ equity	1,926,061		1,657,457
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,882,870	$	3,629,303

March 28,
2020 June 29,
2019
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 1,638,667
$ 1,757,342
Short-term investments 47,109
140,990
Total cash, cash equivalents and short-term investments 1,685,776
1,898,332
Accounts receivable, net of allowances of $617 at March 28, 2020 and $148 at June 29, 2019 378,273
360,016
Inventories 220,686
246,512
Other current assets 25,288
34,640
Total current assets 2,310,023
2,539,500
Property, plant and equipment, net 564,636
577,722
Intangible assets, net 44,642
56,242
Goodwill 532,251
532,251
Other assets 97,383
38,267
TOTAL ASSETS $ 3,548,935
$ 3,743,982

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 83,519
$ 84,335
Price adjustment and other revenue reserves 111,235
100,490
Income taxes payable 39,809
33,765
Accrued salary and related expenses 122,220
118,634
Accrued expenses 31,143
33,943
Total current liabilities 387,926
371,167
Long-term debt 993,663
992,584
Income taxes payable 434,415
469,418
Other liabilities 112,988
65,537
Total liabilities 1,928,992
1,898,706

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common stock and capital in excess of par value 267
272
Retained earnings 1,632,325
1,856,358
Accumulated other comprehensive loss (12,649 ) (11,354 )
Total stockholders’ equity 1,619,943
1,845,276
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY $ 3,548,935
$ 3,743,982

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
	(in thousands, except per share data)

Net revenues	$	628,288	$	551,070	$	1,247,645	$	1,084,110
Cost of goods sold	211,866		190,546		414,209		380,263
Gross margin	416,422		360,524		833,436		703,847
Operating expenses:
Research and development	114,802		111,914		230,268		220,903
Selling, general and administrative	80,153		76,071		163,107		152,186
Intangible asset amortization	943		756		1,862		1,512

Severance and restructuring expenses	3,327		2,728		12,140		4,162
Other operating expenses (income), net	3,532		(1)		10,960		24
Total operating expenses	202,757		191,468		418,337		378,787
Operating income	213,665		169,056		415,099		325,060
Interest and other income (expense), net	(3,202)		(17)		(10,239)		1,812
Income before provision for income taxes	210,463		169,039		404,860		326,872
Income tax provision	26,518		22,989		51,401		40,666
Net income	$	183,945	$	146,050	$	353,459	$	286,206

Earnings per share:
Basic	$	0.69	$	0.54	$	1.32	$	1.06
Diluted	$	0.68	$	0.53	$	1.31	$	1.04

Shares used in the calculation of earnings per share:
Basic	267,299		270,330		267,131		270,859
Diluted	270,792		273,269		270,485		273,884

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(in thousands, except per share data)

Net revenues $ 561,916
$ 542,383
$ 1,646,026
$ 1,757,784
Cost of goods sold 195,479
201,552
575,742
613,669
Gross margin 366,437
340,831
1,070,284
1,144,115
Operating expenses:
Research and development 109,091
107,075
329,994
330,086
Selling, general and administrative 71,643
74,116
223,829
233,487
Intangible asset amortization 756
756
2,268
2,285
Impairment of long-lived assets —
—
—
753
Severance and restructuring expenses 523
1,744
4,685
3,917
Other operating expenses (income), net 1,077
—
1,101
60
Total operating expenses 183,090
183,691
561,877
570,588
Operating income 183,347
157,140
508,407
573,527
Interest and other income (expense), net (1,622 ) 3,318
190
3,244
Income before provision for income taxes 181,725
160,458
508,597
576,771
Income tax provision 20,535
29,845
61,201
116,843
Net income $ 161,190
$ 130,613
$ 447,396
$ 459,928

Earnings per share:
Basic $ 0.60
$ 0.48
$ 1.66
$ 1.67
Diluted $ 0.59
$ 0.47
$ 1.64
$ 1.64

Shares used in the calculation of earnings per share:
Basic 269,003
273,221
270,241
275,831
Diluted 271,579
276,610
273,187
279,680

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
	(in thousands)
Net income	$	183,945	$	146,050	$	353,459	$	286,206
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $7, $(3), $16 and $(17) respectively	(35)		0		(115)		118
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(71), $(117), $(94) and $48 respectively	343		610		406		(249)
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $14, $(20), $25 and $(42), respectively	19		98		36		196
Other comprehensive income (loss), net	327		708		327		65
Total comprehensive income	$	184,272	$	146,758	$	353,786	$	286,271

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(in thousands)
Net income $ 161,190
$ 130,613
$ 447,396
$ 459,928
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $27, $97, $10 and $(131), respectively (376 ) 1,139
(258 ) 3,116
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $216, $69, $264 and $(241), respectively (1,083 ) (351 ) (1,332 ) 1,167
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(20), $(23), $(62) and $(60), respectively 99
78
295
232
Other comprehensive income (loss), net (1,360 ) 866
(1,295 ) 4,515
Total comprehensive income $ 159,830
$ 131,479
$ 446,101
$ 464,443

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


	Three Months Ended December 26, 2020
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Par Value
	(in thousands)

Balance, September 26, 2020	267,304	$	267	$	12,194	$	1,713,153	$	(14,595)	$	1,711,019
Net income	—	—		—		183,945		—		183,945
Other comprehensive income (loss), net	—	—		—		—		327		327

Net issuance of restricted stock units and awards	331	—		(18,966)		—		—		(18,966)
Stock options exercised	6	—		176		—		—		176
Stock-based compensation	—	—		31,063		—		—		31,063
Common stock issued under Employee Stock Purchase Plan	391	1		18,496		—		—		18,497

Balance, December 26, 2020	268,032	$	268	$	42,963	$	1,897,098	$	(14,268)	$	1,926,061


	Six Months Ended December 26, 2020
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Par Value
	(in thousands)

Balance, June 27, 2020	266,797	$	266	$	0	$	1,671,786	$	(14,595)	$	1,657,457
Net income	—	—		—		353,459		—		353,459
Other comprehensive income (loss), net	—	—		—		—		327		327
Repurchase of common stock	(150)	—		(9,201)		0		—		(9,201)
Net issuance of restricted stock units and awards	894	—		(35,984)		—		—		(35,984)
Stock options exercised	100	—		2,807		—		—		2,807
Stock-based compensation	—	—		66,845		—		—		66,845
Common stock issued under Employee Stock Purchase Plan	391	2		18,496		—		—		18,498
Dividends paid, $0.48 per common share	—	—		—		(128,147)		—		(128,147)
Balance, December 26, 2020	268,032	$	268	$	42,963	$	1,897,098	$	(14,268)	$	1,926,061


	Three Months Ended December 28, 2019
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Par Value
	(in thousands)

Balance, September 28, 2019	270,883	$	271	$	0	$	1,793,012	$	(11,997)	$	1,781,286
Net income	—	—		—		146,050		—		146,050
Other comprehensive income (loss), net	—	—		—		—		708		708
Repurchase of common stock	(1,862)	(1)		(36,321)		(71,635)		—		(107,957)
Cumulative-effect adjustment for adoption of ASU 2016-02	—	—		—		(89)		—		(89)
Net issuance of restricted stock units	270	—		(7,623)		—		—		(7,623)
Stock options exercised	50	—		1,338		—		—		1,338
Stock-based compensation	—	—		24,071		—		—		24,071
Common stock issued under Employee Stock Purchase Plan	402	—		18,535		—		—		18,535
Dividends paid, $0.48 per common share	—	—		—		(129,810)		—		(129,810)
Balance, December 28, 2019	269,743	$	270	$	0	$	1,737,528	$	(11,289)	$	1,726,509


	Six Months Ended December 28, 2019
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Par Value
	(in thousands)

Balance, June 29, 2019	271,852	$	272	$	0	$	1,856,358	$	(11,354)	$	1,845,276
Net income	—	—		—		286,206		—		286,206
Other comprehensive income (loss), net	—	—		—		—		65		65
Repurchase of common stock	(3,484)	(2)		(58,556)		(142,951)		—		(201,509)
Cumulative-effect adjustment for adoption of ASU 2016-02	—	—		—		(2,053)		—		(2,053)
Net issuance of restricted stock units	657	—		(17,566)		—		—		(17,566)
Stock options exercised	316	—		8,820		—		—		8,820
Stock-based compensation	—	—		48,767		—		—		48,767
Common stock issued under Employee Stock Purchase Plan	402	—		18,535		—		—		18,535
Dividends paid, $0.96 per common share	—	—		—		(260,032)		—		(260,032)
Balance, December 28, 2019	269,743	$	270	$	0	$	1,737,528	$	(11,289)	$	1,726,509

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended
	December 26, 2020		December 28, 2019
	(in thousands)
Cash flows from operating activities:
Net income	$	353,459	$	286,206
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	66,939		48,738
Depreciation and amortization	48,340		48,008
Deferred taxes	(2,885)		(2,231)
Loss on disposal of property, plant and equipment	227		489
Other adjustments	647		5,961
Changes in assets and liabilities:
Accounts receivable	(81,199)		11,674
Inventories	(1,944)		22,583
Other assets	(5,709)		(55,820)
Accounts payable	5,522		4,844
Price adjustment and other revenue reserves	31,503		4,747
Income taxes payable	(31,118)		(31,133)
All other accrued liabilities	(10,772)		34,669
Net cash provided by (used in) operating activities	373,010		378,735
Cash flows from investing activities:
Purchases of property, plant and equipment	(29,213)		(34,301)
Proceeds from sale of property, plant and equipment	67		171
Proceeds from sale of available-for-sale securities	1,500		0
Proceeds from maturity of available-for-sale securities	25,025		78,067


Purchases of investments in privately-held companies	(110)		0
Proceeds from sale of investments in privately-held companies	39		0
Other investing activities	0		(68)
Net cash provided by (used in) investing activities	(2,692)		43,869
Cash flows from financing activities:
Contingent consideration paid	0		(8,000)
Net issuance of restricted stock units and awards	(35,984)		(17,566)
Proceeds from stock options exercised	2,807		8,820
Issuance of common stock under employee stock purchase program	18,498		18,535
Repurchase of common stock	(9,201)		(201,509)
Dividends paid	(128,147)		(260,032)
Net cash provided by (used in) financing activities	(152,027)		(459,752)
Net increase (decrease) in cash, cash equivalents and restricted cash	218,291		(37,148)
Cash, cash equivalents and restricted cash:
Beginning of period	1,585,428		1,757,342
End of period	$	1,803,719	$	1,720,194

Supplemental disclosures of cash flow information:
Cash paid, net, during the period for income taxes	$	81,464	$	63,692
Cash paid for interest	$	17,063	$	17,063
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	11,041	$	12,360

Cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	1,796,961	$	1,720,194
Restricted cash in Other assets	6,758		0
Total cash, cash equivalents and restricted cash	$	1,803,719	$	1,720,194

Nine Months Ended
March 28,
2020 March 30,
2019
(in thousands)
Cash flows from operating activities:
Net income $ 447,396
$ 459,928
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation 72,141
64,973
Depreciation and amortization 72,149
85,176
Deferred taxes (5,392 ) (12,161 )
Loss (gain) on disposal of property, plant and equipment 634
3,324
Other adjustments 9,226
265
Changes in assets and liabilities:
Accounts receivable (7,512 ) 5,475
Inventories 25,891
9,620
Other assets (60,530 ) (3,026 )
Accounts payable 2,189
(10,971 )
Income taxes payable (28,959 ) 53,662
Accrued salary and related expenses 3,516
(19,845 )
Other liabilities 57,777
1,953
Net cash provided by (used in) operating activities 588,526
638,373
Cash flows from investing activities:
Purchases of property, plant and equipment (51,369 ) (52,170 )
Proceeds from sale of property, plant and equipment 268
34
Proceeds from sale of available-for-sale securities —
30,192
Proceeds from maturity of available-for-sale securities 93,552
1,027,083
Payment in connection with business acquisition, net of cash acquired —
(2,949 )
Purchases of available-for-sale securities —
(214,587 )
Purchases of private company investments (120 ) (1,676 )
Proceeds from sale of private company investments 173
—
Other investing activities (118 ) (540 )
Net cash provided by (used in) investing activities 42,386
785,387
Cash flows from financing activities:
Repayment of debt —
(500,000 )
Contingent consideration paid (8,000 ) (9,052 )
Net issuance of restricted stock units (29,136 ) (23,026 )
Proceeds from stock options exercised 16,630
18,986
Issuance of common stock under employee stock purchase program 18,535
17,689
Repurchase of common stock (358,512 ) (437,047 )
Dividends paid (389,104 ) (380,231 )
Net cash provided by (used in) financing activities (749,587 ) (1,312,681 )
Net increase (decrease) in cash and cash equivalents (118,675 ) 111,079
Cash and cash equivalents:
Beginning of period $ 1,757,342
$ 1,543,484
End of period $ 1,638,667
$ 1,654,563
Supplemental disclosures of cash flow information:
Cash paid, net, during the period for income taxes $ 84,948
$ 74,385
Cash paid for interest $ 25,501
$ 31,751
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases $ 9,085
$ 15,252

See accompanying Notes to Condensed Consolidated Financial Statements.

~~MAXIM INTEGRATED PRODUCTS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(Unaudited)~~

Three Months Ended March 28, 2020
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, December 28, 2019 269,743
$ 270
$ —
$ 1,737,528
$ (11,289 ) $ 1,726,509
Net income —
—
—
161,190
—
161,190
Other comprehensive income (loss), net —
—
—
—
(1,360 ) (1,360 )
Repurchase of common stock (2,812 ) (3 ) (19,679 ) (137,321 ) —
(157,003 )
Net issuance of restricted stock units 360
—
(11,570 ) —
—
(11,570 )
Stock options exercised 272
—
7,810
—
—
7,810
Stock-based compensation —
—
23,439
—
—
23,439
Dividends paid, $0.48 per common share —
—
—
(129,072 ) —
(129,072 )
Balance, March 28, 2020 267,563
$ 267
$ —
$ 1,632,325
$ (12,649 ) $ 1,619,943

Nine Months Ended March 28, 2020
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss
Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, June 29, 2019 271,852
$ 272
$ —
$ 1,856,358
$ (11,354 ) $ 1,845,276
Net income —
—
—
447,396
—
447,396
Other comprehensive income (loss), net —
—
—
—
(1,295 ) (1,295 )
Repurchase of common stock (6,296 ) (5 ) (78,235 ) (280,272 ) —
(358,512 )
Cumulative-effect adjustment for adoption of ASU 2016-02 —
—
—
(2,053 ) —
(2,053 )
Net issuance of restricted stock units 1,017
—
(29,136 ) —
—
(29,136 )
Stock options exercised 588
—
16,630
—
—
16,630
Stock-based compensation —
—
72,206
—
—
72,206
Common stock issued under Employee Stock Purchase Plan 402
—
18,535
—
—
18,535
Dividends paid, $1.44 per common share —
—
—
(389,104 ) —
(389,104 )
Balance, March 28, 2020 267,563
$ 267
$ —
$ 1,632,325
$ (12,649 ) $ 1,619,943

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

~~MAXIM INTEGRATED PRODUCTS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(Unaudited)~~

Three Months Ended March 30, 2019
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, December 29, 2018 274,326
$ 279
$ —
$ 1,766,471
$ (11,336 ) $ 1,755,414
Net income —
—
—
130,613
—
130,613
Other comprehensive income (loss), net —
—
—
—
866
866
Repurchase of common stock (2,210 ) —
(18,411 ) (98,580 ) —
(116,991 )
Net issuance of restricted stock units 402
—
(9,582 ) —
—
(9,582 )
Stock options exercised 177
—
5,143
—
—
5,143
Stock-based compensation —
—
22,850
—
—
22,850
Dividends paid, $0.46 per common share —
—
—
(125,566 ) —
(125,566 )
Balance, March 30, 2019 272,695
$ 279
$ —
$ 1,672,938
$ (10,470 ) $ 1,662,747

Nine Months Ended March 30, 2019
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss
Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, June 30, 2018 278,664
$ 279
$ —
$ 1,945,646
$ (14,985 ) $ 1,930,940
Net income —
—
—
459,928
—
459,928
Other comprehensive income (loss), net —
—
—
—
4,515
4,515
Repurchase of common stock (8,032 ) —
(82,155 ) (354,892 ) —
(437,047 )
Cumulative-effect adjustment for adoption of ASU 2016-01 —
—
—
—
2,487
—
2,487
Net issuance of restricted stock units 980
—
(23,026 ) —
—
(23,026 )
Stock options exercised 699
—
18,986
—
—
18,986
Stock-based compensation —
—
65,035
—
—
65,035
Modification of liability to equity instruments ⁽¹⁾
—
—
3,471
—
—
3,471
Common stock issued under Employee Stock Purchase Plan 384
—
17,689
—
—
17,689
Dividends paid, $1.38 per common share —
—
—
(380,231 ) —
(380,231 )
Balance, March 30, 2019 272,695

$ 279

$ —

$ 1,672,938

$ (10,470 ) $ 1,662,747

~~________________~~

~~(1) In December 2018, $3.5 million was reclassified from accrued salaries to additional paid-in capital due to a settlement agreement relating to the expiration of stock options.~~

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Maxim Integrated Products, Inc. and all of its majority-owned subsidiaries (collectively, the “Company” or “Maxim Integrated”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for fair statement have been included. The year-end condensed consolidated balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

The Company has a 52-to-53-week fiscal year that ends on the last Saturday in June. Accordingly, every fifth or sixth fiscal year will be a 53-week fiscal year. Fiscal years ~~2019~~2021 and 2020 are 52-week fiscal years.

Merger with Analog Devices

On July 13, 2020, the Company announced that it had entered into an Agreement and Plan of Merger, dated July 12, 2020 (as it may be amended from time to time, the “ADI Merger Agreement”) with Analog Devices, Inc., a Massachusetts corporation (“Analog Devices” or "ADI"), and Magneto Corp., a wholly-owned subsidiary of Analog Devices (“Acquisition Sub”), under which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Acquisition Sub will merge with and into the Company, and the Company will survive the merger as a wholly-owned subsidiary of Analog Devices (the “ADI Merger”). Under the terms of the ADI Merger Agreement, at the effective time of the ADI Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Company Common Stock held by Analog Devices or Acquisition Sub) will be converted into the right to receive 0.6300 of a fully paid and non-assessable share of common stock, par value $0.16 2/3 per share, of Analog Devices (with cash being paid (without interest and less applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). Analog Devices shareholders will continue to own their existing Analog Devices shares, and the combined company will be named Analog Devices.

The ADI Merger has been approved by both the Company’s Board of Directors and the Board of Directors of Analog Devices. The completion of the ADI Merger is subject to customary closing conditions, including, among others, the required approvals of Maxim Integrated’s stockholders, the approval of ADI’s shareholders and the receipt of various regulatory approvals. Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the transaction is expected to close in the summer of 2021. The Company cannot guarantee that the ADI Merger will be completed on a timely basis or at all or that, if completed, it will be completed on the terms set forth in the ADI Merger Agreement.

As of October 8, 2020, stockholder approval for the ADI Merger has been obtained from Maxim Integrated's stockholders and ADI's shareholders. In addition, the proposed transaction has received antitrust clearance from the United States Federal Trade Commission.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates relate to the useful lives and fair value of fixed assets, valuation allowance for deferred tax assets, reserves relating to uncertain tax positions, ~~allowances for doubtful accounts, customer returns and allowances,~~ allowance for distributor credits, inventory valuation, reserves relating to litigation matters, assumptions about the fair value of reporting units and asset groups, accrued liabilities and

reserves, ~~assumptions related to the calculation of stock-based compensation~~ and the value of intangibles acquired ~~and goodwill~~ associated with business combinations. The Company bases its estimates and judgments on its historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results may differ from those estimates, and such differences may be material to the financial statements.

The ~~recent~~ongoing novel coronavirus ~~(COVID-19)~~("COVID-19") pandemic and the mitigation efforts by governments to attempt to control its spread created uncertainties and disruptions in the economic and financial markets. The Company is not aware of events or circumstances that would require an update to its estimates, judgments, or adjustments to the carrying values of its assets or liabilities as of ~~April 29, 2020,~~January 27, 2021, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as developments occur and as the Company obtains additional information. These future developments are highly uncertain, and the outcomes, unpredictable. Actual results may differ from those estimates, and such differences may be material to the financial statements.

~~Recently Issued Accounting Pronouncements~~Reclassification

Certain items in prior financial statements were reclassified to conform to the current year presentation.

(i) New Accounting ~~Updates~~Update Recently Adopted

In ~~February~~June 2016, the ~~Financial Accounting Standards Board (FASB)~~FASB issued Accounting Standards Update ~~2016-02~~No. 2016-13 (ASU ~~2016-02),~~ ~~Leases~~2016-13) Financial Instruments-Credit Losses (Topic ~~842). Topic 842 states that lessees will recognize~~326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a ~~lease liability for~~reduction in the ~~commitment to make lease payments and a right-of-use asset for the underlying asset, for the duration~~amortized cost basis of the lease. The FASB also issued ASU 2018-10 and ASU 2018-11 which provide improvements to ASU 2016-02 and an additional transition method option, respectively. This transition method allows companies to apply the new lease accounting standard on adoption date and recognize a cumulative-effect adjustment to the opening balancesecurities. These changes resulted in earlier recognition of ~~retained earnings. The Company~~credit losses. We adopted ASU ~~2016-02~~2016-13 beginning in the first quarter of fiscal year ~~2020.~~

~~The Company adopted the new standard~~2021 using the modified retrospective ~~method~~approach. The effect on our consolidated financial statements and ~~electing the optional transition method practical expedient. Under the optional transition method, the Company recognized a cumulative-effect adjustment to the consolidated balance sheet and did~~related disclosures was not ~~adjust comparative prior period information.~~material.

~~The Company elected multiple practical expedients permitted:~~

~~the hindsight practical expedient, in which the Company elected to use hindsight up until the effective date in determining the lease term and assessing impairment of right-of-use assets;~~

the practical expedient package that allows the Company to carry forward its determination of whether a lease exists, the classification of a lease, and whether initial direct lease costs exist for purposes of transition to the new standard; and

~~the practical expedient to combine lease and non-lease components.~~

~~The Company also elected an accounting policy in which it will not apply the recognition requirements to leases with an initial term of 12 months or less.~~

Effective June 30, 2019, the first day of adoption, the Company recognized $61.0 million of operating lease right-of-use assets and $65.2 million of operating lease liabilities on its Consolidated Balance Sheet. The difference of $4.2 million was primarily due to deferred rent, partially offset by prepaid rent for leases that existed as of the date of adoption, which decreased the opening balance of lease right-of-use (ROU) assets.

~~Updated Lease Accounting Policy~~

The Company determines if an arrangement is, or contains, a lease at inception. ROU assets are recorded as other assets, short-term lease obligations are recorded as accrued expenses and long-term lease obligations are recorded as other liabilities on the Company's Consolidated Balance Sheet. The Company’s classes of assets include real estate leases, equipment leases, and vehicle leases.

Lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to combine lease and non-lease components for all asset classes. In addition, the Company does not apply the recognition requirements to leases with lease terms of 12 months or less.

NOTE 3: BALANCE SHEET COMPONENTS

Inventories consist of:


	December 26, 2020		June 27, 2020
	(in thousands)
Raw materials	$	21,864	$	18,287
Work-in-process	153,768		164,061
Finished goods	85,844		77,278
Total inventories	$	261,476	$	259,626

March 28,
2020 June 29,
2019
(in thousands)
Raw materials $ 14,525
$ 16,121
Work-in-process 148,670
160,273
Finished goods 57,491
70,118
Total inventories $ 220,686
$ 246,512

Property, plant and equipment, net, consist of:


	December 26, 2020		June 27, 2020
	(in thousands)
Land	$	17,720	$	17,720
Buildings and building improvements	314,833		312,999
Machinery, equipment and software	1,344,749		1,323,791
Total	1,677,302		1,654,510
Less: accumulated depreciation	(1,136,289)		(1,104,104)
Total property, plant and equipment, net	$	541,013	$	550,406

March 28,
2020 June 29,
2019
(in thousands)
Land $ 17,720
$ 17,720
Buildings and building improvements 314,323
265,191
Machinery, equipment and software 1,334,875
1,367,606
Total 1,666,918
1,650,517
Less: accumulated depreciation (1,102,282 ) (1,072,795 )
Total property, plant and equipment, net $ 564,636
$ 577,722

Accrued salary and related expenses consist of:


	December 26, 2020		June 27, 2020
	(in thousands)
Accrued bonus	$	38,063	$	66,662
Accrued vacation	37,666		33,992
Accrued salaries	10,552		12,153
ESPP withholding	0		5,986
Accrued fringe benefits	4,588		4,077
Other	8,188		3,881
Total accrued salary and related expenses	$	99,057	$	126,751

March 28,
2020 June 29,
2019
(in thousands)
Accrued vacation $ 28,449
$ 30,250
Accrued bonus 51,565
71,466
Accrued salaries 14,161
8,329
Accrued fringe benefits 5,262
4,807
Other 22,783
3,782
Total accrued salary and related expenses $ 122,220
$ 118,634

NOTE 4: DISAGGREGATION OF REVENUE

The following table summarizes net revenue disaggregated by end market. The Company classifies end market revenue by using estimates and assumptions based on historical experience and knowledge of current conditions, given available information.


	Three Months Ended								Six Months Ended
	December 26, 2020				December 28, 2019				December 26, 2020				December 28, 2019
	Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total
	(in thousands, except percentages)								(in thousands, except percentages)
Automotive	$	190,048	30	%	$	146,067	27	%	$	347,989	28	%	$	285,689	26	%
Communications and Data Center	105,392		17	%	118,819		22	%	236,643		19	%	214,845		20	%
Consumer	127,851		20	%	113,496		20	%	261,870		21	%	246,683		23	%
Industrial	204,997		33	%	172,688		31	%	401,143		32	%	336,893		31	%
	$	628,288			$	551,070			$	1,247,645			$	1,084,110

Three Months Ended Nine Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
Revenue % of Total Revenue % of Total Revenue % of Total Revenue % of Total
(in thousands, except percentages)
Automotive $ 157,336
28 % $ 151,867
28 % $ 444,535
27 % $ 448,717
26 %
Communications and Data Center 134,860
24 % 103,053
19 % 368,394
22 % 352,518
20 %
Consumer 101,145
18 % 124,748
23 % 339,289
21 % 422,829
24 %
Industrial 168,575
30 % 162,715
30 % 493,808
30 % 533,720
30 %
$ 561,916
$ 542,383
$ 1,646,026
$ 1,757,784

The following table summarizes net revenue disaggregated by sales channel:


	Three Months Ended								Six Months Ended
	December 26, 2020				December 28, 2019				December 26, 2020				December 28, 2019
	Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total
	(in thousands, except percentages)								(in thousands, except percentages)
Distributors	$	327,397	52	%	$	281,319	51	%	$	651,949	52	%	$	547,905	51	%
Direct customers	300,891		48	%	269,751		49	%	595,696		48	%	536,205		49	%
	$	628,288			$	551,070			$	1,247,645			$	1,084,110

Three Months Ended Nine Months Ended
March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019
Revenue % of Total Revenue % of Total Revenue % of Total Revenue % of Total
(in thousands, except percentages)
Distributors $ 290,848
52 % $ 234,561
43 % $ 838,676
51 % $ 784,652
45 %
Direct customers 271,068
48 % 307,822
57 % 807,350
49 % 973,132
55 %
$ 561,916
$ 542,383
$ 1,646,026
$ 1,757,784

NOTE 5: FAIR VALUE MEASUREMENTS

The FASB established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows:

Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities.

The Company’s Level 1 assets consist of money market funds.

Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

The Company’s Level 2 assets and liabilities consist of ~~U.S. Treasury securities, agency securities,~~ corporate debt securities ~~certificates of deposit, commercial paper~~ and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's Level 3 assets and liabilities consist of acquisition-related contingent consideration liabilities.

Assets and liabilities measured at fair value on a recurring basis were as follows:


	As of December 26, 2020								As of June 27, 2020
	Fair Value Measurements Using						Total		Fair Value Measurements Using						Total
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and cash equivalents




Money market funds	$	22,089	$	—	$	—	$	22,089	$	61,814	$	0	$	0	$	61,814

Short-term investments


Corporate debt securities	—		8,879		—		8,879		—		35,536		—		35,536

Other current assets
Foreign currency forward contracts	—		1,447		—		1,447		0		1,151		0		1,151
Total assets	$	22,089	$	10,326	$	0	$	32,415	$	61,814	$	36,687	$	0	$	98,501

Liabilities
Accrued expenses
Foreign currency forward contracts	$	0	$	265	$	0	$	265	$	0	$	341	$	0	$	341
Contingent consideration	—		—		10,000		10,000		—		—		10,000		10,000
Other liabilities
Contingent consideration	—		—		4,165		4,165		—		—		4,165		4,165
Total Liabilities	$	0	$	265	$	14,165	$	14,430	$	0	$	341	$	14,165	$	14,506

March 28, 2020 June 29, 2019

Fair Value
Measurements Using
Total
Balance
Fair Value
Measurements Using
Total
Balance
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
(in thousands)
Assets
Cash and cash equivalents
    Money market funds $ 245,470
$ —
$ —
$ 245,470
$ 186,819
$ —
$ —
$ 186,819
Short-term investments

    Certificates of deposit —
—
—
—
—
1,000
—
1,000
    Corporate debt securities —
47,109
—
47,109
—
139,990
—
139,990
Other current assets
Foreign currency forward contracts —
580
—
580
—
651
—
651
Total assets $ 245,470
$ 47,689
$ —
$ 293,159
$ 186,819
$ 141,641
$ —
$ 328,460

Liabilities
Accrued expenses
Foreign currency forward contracts $ —
$ 1,297
$ —
$ 1,297
$ —
$ 148
$ —
$ 148
Contingent consideration —
—
—
—
—
—
9,052
9,052
Total Liabilities $ —
$ 1,297
$ —
$ 1,297
$ —
$ 148
$ 9,052
$ 9,200

During the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and the year ended June ~~29, 2019,~~27, 2020, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

There were no assets or liabilities measured at fair value on a non-recurring basis as of ~~March 28,~~December 26, 2020 and June ~~29, 2019~~27, 2020 other than impairments of long-lived assets.

As of ~~March 28,~~December 26, 2020 and June ~~29, 2019,~~27, 2020, the fair value of private company investments amounted to ~~$20.5~~$26.2 million and ~~$20.7~~$20.6 million, respectively. The aggregate amount of unrealized ~~losses~~gains (losses) recognized from these investments were ~~$3.4~~$1.2 million and ~~$3.6~~$(4.3) million, respectively, as of ~~March 28,~~December 26, 2020 and June ~~29, 2019.~~27, 2020.

The Company recorded ~~$(0.4)~~$4.9 million and ~~$0.5~~$5.5 million of unrealized gains ~~(losses)~~ on private company investments during the three and six months ended ~~March 28,~~December 26, 2020, ~~and March 30, 2019,~~ respectively. ~~The Company recorded $0.2 million and $(0.2) million, of unrealized~~Unrealized gains ~~(losses)~~ on private company investments was $0.6 million during the ~~nine~~three and six months ended ~~March~~December 28, ~~2020 and March 30, 2019, respectively.~~2019. Unrealized gains (losses) on private company investments are recorded in Interest and other income (expense), net in the Company's Condensed Consolidated Statements of Income.

NOTE 6: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:


	December 26, 2020								June 27, 2020
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
	(in thousands)
Available-for-sale investments


Corporate debt securities	$	8,875	$	4	$	0	$	8,879	$	35,417	$	137	$	(18)	$	35,536

Total available-for-sale investments	$	8,875	$	4	$	0	$	8,879	$	35,417	$	137	$	(18)	$	35,536

March 28, 2020 June 29, 2019
Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value
(in thousands)
Available-for-sale investments
Certificates of deposit $ —
$ —
$ —
$ —
$ 1,000
$ —
$ —
$ 1,000
Corporate debt securities 47,408
31
(330 ) 47,109
140,031
68
(109 ) 139,990
Total available-for-sale investments $ 47,408
$ 31
$ (330 ) $ 47,109
$ 141,031
$ 68
$ (109 ) $ 140,990

In the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, the Company did not recognize ~~any~~ impairment charges on short-term investments. All available-for-sale investments have maturity dates between ~~April 6, 2020~~January 8, 2021 and March 12, 2021.

The Company invests in various financial instruments including corporate debt securities, commercial paper, and certificates of deposit which include instruments issued or managed by industrial, financial, and utility institutions and U.S. Treasury securities which include U.S. government Treasury bills and Treasury notes.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and ~~the~~ European Euro, Indian Rupee, ~~Japanese Yen,~~ Taiwan New Dollar, South Korean Won, Chinese Yuan, Japanese Yen, Singapore Dollar, and Canadian Dollar expenditures for sales offices and research and development activities undertaken outside of the U.S.

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. The Company does not use these foreign currency forward contracts for trading purposes.

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). As of ~~March 28,~~December 26, 2020 and June ~~29, 2019,~~27, 2020, the notional amounts of the forward contracts the Company held to purchase international currencies were ~~$41.4~~$66.0 million and ~~$48.5~~$61.6 million, respectively. ~~As of March 28, 2020 and June 29, 2019, the Company did not hold any forward contracts to sell international currencies.~~

Derivatives not designated as hedging instruments

As of ~~March 28,~~December 26, 2020 and June ~~29, 2019,~~27, 2020, the notional amounts of the forward contracts the Company held to purchase international currencies were ~~$39.7~~$47.7 million and ~~$19.6~~$32.3 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were ~~$11.8~~$11.3 million and ~~$21.1~~$12.0 million, respectively.

The increase in forward contracts held to purchase international currencies from fiscal year 2019 to fiscal year 2020 was primarily due to the addition of operating lease liabilities, which were recorded on the Company’s Consolidated Balance Sheet upon adoption of the new lease accounting standard, Topic 842.

The Company's foreign currency forward contract gains or losses included in the Condensed Consolidated Statements of Income were not material for the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively.

Effect of hedge accounting on the Condensed Consolidated Statements of Income

The following tables summarize the gains (losses) from hedging activities recognized in the Company's Condensed Consolidated Statements of Income:

Three Months Ended Three Months Ended
March 28, 2020 March 30, 2019
Net Revenue Cost of Goods Sold Operating Expenses Net Revenue Cost of Goods Sold Operating Expenses
(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded $ 561,916
$ 195,479
$ 183,090
$ 542,383
$ 201,552
$ 183,691

Gain (loss) on cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income $ —
$ 76
$ (94 ) $ 6
$ 261
$ (79 )


	Three Months Ended
	December 26, 2020						December 28, 2019
	Net Revenue		Cost of Goods Sold		Operating Expenses			Net Revenue		Cost of Goods Sold		Operating Expenses
	(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded	$	628,288	$	211,866	$	202,757		$	551,070	$	190,546	$	191,468

Gain (loss) on cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	$	0	$	350	$	698		$	0	$	10	$	(404)


	Nine Months Ended							Nine Months Ended										Six Months Ended
	March 28, 2020							March 30, 2019										December 26, 2020						December 28, 2019
	Net Revenue		Cost of Goods Sold		Operating Expenses				Net Revenue		Cost of Goods Sold			Operating Expenses				Net Revenue		Cost of Goods Sold		Operating Expenses			Net Revenue		Cost of Goods Sold		Operating Expenses
	(in thousands)																	(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded	$	1,646,026	$	575,742	$	561,877			$	1,757,784	$	613,669		$	570,588		Income and expenses line items in which the effects of cash flow hedges are recorded	$	1,247,645	$	414,209	$	418,337		$	1,084,110	$	380,263	$	378,787

Gain (loss) on cash flow hedges:																	Gain (loss) on cash flow hedges:
Foreign exchange contracts:																	Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	$	—	$	206	$	(868	)		$	50	$	(335	)	$	(1,906	)	Gain (loss) reclassified from accumulated other comprehensive income into income	$	0	$	784	$	1,368		$	0	$	130	$	(774)

Outstanding debt obligations

The following table summarizes the Company’s outstanding debt obligations:


	December 26, 2020		June 27, 2020
	(in thousands)
3.375% fixed rate notes due March 2023	$	500,000	$	500,000
3.45% fixed rate notes due June 2027	500,000		500,000
Total outstanding debt	1,000,000		1,000,000

Less: Reduction for unamortized discount and debt issuance costs	(5,259)		(5,978)
Total long-term debt	$	994,741	$	994,022

March 28, 2020 June 29, 2019
(in thousands)
3.45% fixed rate notes due June 2027 $ 500,000
$ 500,000
3.375% fixed rate notes due March 2023 500,000
500,000
Total outstanding debt 1,000,000
1,000,000
Less: Reduction for unamortized discount and debt issuance costs (6,337 ) (7,416 )
Total long-term debt $ 993,663
$ 992,584

On June 15, 2017, the Company completed a public offering of $500 million aggregate principal amount of the Company's 3.45% senior unsecured and unsubordinated notes due in June 2027 (“2027 Notes”), with an effective interest rate of 3.5%. Interest on the 2027 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. The net proceeds of this offering were approximately $495.2 million, after issuing at a discount and deducting paid expenses.

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% coupon senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”), with an effective interest rate of 2.6%. Interest on the 2018 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The net proceeds of this offering were approximately $494.5 million, after issuing at a discount and deducting paid expenses. In November of 2018, the Company repaid the entire $500 million in principal and any outstanding interest, related to these outstanding notes.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of this offering were approximately $490.0 million, after issuing at a discount and deducting paid expenses.

The debt indentures that govern the 2027 Notes and the 2023 Notes include covenants that limit the Company's ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit the Company's ability to secure additional debt funding in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2027 Notes or the 2023 Notes, the Company would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes, were $8.9 million and $8.9 million during the three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively. Amortized discount and expenses, as well as interest expense associated with the notes, were ~~$26.7~~$17.8 million and ~~$32.5~~$17.8 million ~~respectively,~~ during the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30, 2019.~~December 28, 2019, respectively.

The estimated fair value of the Company’s outstanding debt obligations was approximately ~~$1.0~~$1.1 billion as of ~~March 28,~~December 26, 2020. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

The Company recorded interest expense of ~~$9.3~~$9.4 million and $9.3 million during the three months ended ~~March 28,~~December 26, 2020, and ~~March 30,~~December 28, 2019, respectively. The Company recorded interest expense of ~~$27.9~~$18.8 million and ~~$33.9~~$18.6 million during the ~~nine~~six months ended ~~March 28,~~December 26, 2020, and ~~March 30,~~December 28, 2019, respectively.

Other Financial Instruments

For the ~~balance of the~~ Company’s other financial instruments ~~cash equivalents,~~consisting of accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

NOTE 7: STOCK-BASED COMPENSATION

At ~~March 28,~~December 26, 2020, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), restricted stock awards ("RSAs") and market stock units (“MSUs”) to employees, directors, and consultants.

Pursuant to the 1996 Plan, the exercise price for incentive stock options and non-statutory stock options is determined to be the fair market value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant. Options generally expire no later than seven years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

RSUs granted to employees typically vest ratably over a four-year period and are released or converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. RSUs granted from September 2017 to July 2020 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

RSAs granted to employees typically vest over a four-year cliff period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. ~~RSUs granted after August 2017 will continue to vest post-employment at the Company~~RSAs have certain shareholder rights, such as voting rights, but are not eligible for ~~certain individuals satisfying specific eligibility requirements.~~dividends or dividend equivalents.

MSUs granted to employees typically vest over a four-year cliff period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap depending on the Company's performance. MSUs granted ~~after August~~in September 2017, September 2018, and September 2019 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively:

Three Months Ended Three Months Ended
March 28, 2020 March 30, 2019
Stock Options Restricted Stock Units Employee Stock Purchase Plan Total Stock Options Restricted Stock Units Employee Stock Purchase Plan Total
(in thousands)
Cost of goods sold $ 10
$ 2,363
$ 726
$ 3,099
$ 8
$ 1,951
$ 654
$ 2,613
Research and development 4
9,719
1,628
11,351
5
9,399
1,658
11,062
Selling, general and administrative 72
8,037
844
8,953
64
8,184
897
9,145
Pre-tax stock-based compensation expense $ 86
$ 20,119
$ 3,198
$ 23,403
$ 77
$ 19,534
$ 3,209
$ 22,820
Less: income tax effect 1,969
1,946
Net stock-based compensation expense $ 21,434
$ 20,874

Nine Months Ended Nine Months Ended

March 28, 2020
March 30, 2019

Stock Options
Restricted Stock Units
Employee Stock Purchase Plan
Total
Stock Options
Restricted Stock Units
Employee Stock Purchase Plan
Total

(in thousands)
Cost of goods sold $ 23

$ 6,912

$ 2,094

$ 9,029

$ 28

$ 5,597

$ 1,656

$ 7,281
Research and development 12

29,122

4,537

33,671

27

26,783

3,948

30,758
Selling, general and administrative 194

26,744

2,503

29,441

178

24,600

2,156

26,934
Pre-tax stock-based compensation expense $ 229

$ 62,778

$ 9,134

$ 72,141

$ 233

$ 56,980

$ 7,760

$ 64,973
Less: income tax effect

7,050

6,214
Net stock-based compensation expense

$ 65,091

$ 58,759


	Three Months Ended								Three Months Ended
	December 26, 2020								December 28, 2019
	Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	13	$	3,502	$	585	$	4,100	$	5	$	2,269	$	699	$	2,973
Research and development	3		10,880		1,048		11,931		4		9,918		1,514		11,436
Selling, general and administrative	73		14,559		546		15,178		55		8,753		849		9,657
Pre-tax stock-based compensation expense	$	89	$	28,941	$	2,179	$	31,209	$	64	$	20,940	$	3,062	$	24,066
Less: income tax effect							3,030								2,193
Net stock-based compensation expense							$	28,179							$	21,873


	Six Months Ended								Six Months Ended
	December 26, 2020								December 28, 2019
	Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	24	$	7,295	$	1,449	$	8,768	$	14	$	4,549	$	1,368	$	5,931
Research and development	6		23,147		3,155		26,308		8		19,403		2,909		22,320
Selling, general and administrative	148		30,042		1,673		31,863		122		18,706		1,659		20,487
Pre-tax stock-based compensation expense	$	178	$	60,484	$	6,277	$	66,939	$	144	$	42,658	$	5,936	$	48,738
Less: income tax effect							5,561								5,081
Net stock-based compensation expense							$	61,378							$	43,657

The expense included in the Condensed Consolidated Statements of Income for RSUs and other awards include expenses related to MSUs of ~~$2.8~~$2.5 million and ~~$3.0~~$2.4 million for the three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively, and ~~$9.6~~$6.1 million and ~~$8.3~~$6.8 million for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively.

In connection with the proposed ADI Merger, on September 1, 2020, the Company’s Board of Directors granted RSAs to certain employees. For employees who made IRS Section 83(b) elections, Maxim accelerated a portion of the RSAs to satisfy tax withholding requirements. The Company recorded $0.7 million and $8.7 million of stock-based compensation expense related to the accelerated RSAs during the three and six months ended December 26, 2020, respectively. Additionally, in connection with the proposed ADI Merger, the Company modified equity awards held by certain executives by accelerating the vesting of 0.2 million outstanding RSU awards that otherwise would have vested at various dates through calendar year 2023. The Company recognized an additional $5.1 million of stock-based compensation expense related to these RSU modifications during the three and six months ended December 26, 2020.

Stock Options

The fair value of options granted to employees under the 1996 Plan is estimated on the date of grant using the Black-Scholes option valuation model.

There were 0 stock options granted in the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of ~~March 28,~~December 26, 2020 and related activity for the ~~nine~~six months ended ~~March 28,~~December 26, 2020:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value(1)
Balance at June 27, 2020	104,447	$	28.76
Options Granted	0	0
Options Exercised	(99,819)	28.50
Options Cancelled	0	0
Balance at December 26, 2020	4,628	$	34.20	0.4	$	242,414
Exercisable, December 26, 2020	4,628	$	34.20	0.4	$	242,414
Vested and expected to vest, December 26, 2020	4,628	$	34.20	0.4	$	242,414
(1)Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 24, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of December 26, 2020.

Number of
Shares
Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years)
Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019 777,413
$ 28.30

Options Granted —
—

Options Exercised (574,949 ) 27.42

Options Cancelled (16,575 ) 27.30

Balance at March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648
Exercisable, March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648
Vested and expected to vest, March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648



~~(1)~~	Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of March 28, 2020.

As of ~~March 28,~~December 26, 2020, there was 0 unrecognized stock compensation from unvested stock options.

Restricted Stock Units and ~~Other~~Restricted Stock Awards

The fair value of RSUs and ~~other awards~~RSAs under the Company’s 1996 Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The weighted-average fair value of RSUs and ~~other awards~~RSAs granted was ~~$58.04~~$69.32 and ~~$51.01~~$56.21 per share for the ~~three~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30, 2019, respectively, and $49.55 and $54.04 per share for the nine months ended March~~December 28, ~~2020 and March 30,~~ 2019, respectively.

The following table summarizes the outstanding and expected to vest RSUs and ~~other awards~~RSAs as of ~~March 28,~~December 26, 2020 and related activity during the ~~nine~~six months ended ~~March 28,~~December 26, 2020:

Number of
Shares

Weighted Average
Remaining
Contractual Term
(in Years)

Aggregate Intrinsic
Value⁽¹⁾
Balance at June 29, 2019 4,918,306

Restricted stock units and other awards granted 1,780,422

Restricted stock units and other awards released (1,337,151 )
Restricted stock units and other awards cancelled (386,970 )
Balance at March 28, 2020 4,974,607
2.7 $ 236,592,309
Outstanding and expected to vest, March 28, 2020 4,176,812
2.6 $ 198,649,169


	Number of Shares	Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value(1)
Balance at June 27, 2020	4,606,592
Restricted stock units and restricted stock awards granted	1,377,171
Restricted stock units and restricted stock awards released	(949,534)
Restricted stock units and restricted stock awards cancelled	(246,848)
Balance at December 26, 2020	4,787,381	1.9	$	414,491,447
Outstanding and expected to vest, December 26, 2020	3,928,669	1.6	$	340,144,241
(1)Aggregate intrinsic value for RSUs and RSAs represents the closing price per share of the Company’s common stock on December 24, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs and RSAs outstanding or expected to vest as of December 26, 2020.



~~(1)~~	Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of March 28, 2020.

The Company withheld shares totaling ~~$11.6 million and $29.1~~$36.0 million in value as a result of employee withholding taxes based on the value of RSUs and RSAs on their vesting date for the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020. Total payments for employees’ tax obligations to taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of ~~March 28,~~December 26, 2020, there was ~~$165.8~~$183.3 million of unrecognized compensation expense related to ~~5.0~~4.8 million unvested RSUs and ~~other awards,~~RSAs, which is expected to be recognized over a weighted average period of approximately ~~2.7~~1.9 years.

Market Stock Units (MSUs)

The Company grants MSUs to senior members of management in lieu of granting stock options. For MSUs granted prior to September 2017, the performance metrics of this program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index SPDR S&P (the “XSD”). For MSUs granted in September 2017, September 2018, and ~~after,~~September 2019, the performance metrics for this program are based on the total shareholder return ("TSR") of the Company relative to the TSR of the other companies included in the XSD. The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD or the TSR of the companies included in the XSD, as applicable. Vesting for MSUs is contingent upon both service and market conditions and has a four-year vesting cliff period. MSUs granted ~~after August~~in September 2017, September 2018, and September 2019 vest based upon annual performance and are subject to continued service through the end of the four-year period but will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements. Pursuant to the terms of the ADI Merger Agreement, the Company grants RSUs in lieu of MSUs (or RSAs in lieu of MSUs for any potential “disqualified individuals” within the meaning of Section 280G of the Internal Revenue Code, which RSAs will not be eligible for dividends or dividend equivalent rights) from the date of the ADI Merger Agreement through the date that the transaction closes.

No MSUs were granted during the six months ended December 26, 2020. The weighted-average fair value of MSUs granted was $54.70 ~~and $75.48~~ per share for the ~~nine~~six months ended ~~March~~December 28, ~~2020 and March 30, 2019, respectively.~~2019.

The following table summarizes the number of MSUs outstanding and expected to vest as of ~~March 28,~~December 26, 2020 and their activity during the ~~nine~~six months ended ~~March 28,~~December 26, 2020:


	Number of Shares	Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value(1)
Balance at June 27, 2020	971,220
Market stock units granted	0
Market stock units released	0
Market stock units cancelled	(237,576)
Balance at December 26, 2020	733,644	1.5	$	63,518,898
Outstanding and expected to vest, December 26, 2020	1,062,016	1.1	$	91,949.385
(1)Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on December 24, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of December 26, 2020.

Number of
Shares

Weighted Average
Remaining
Contractual Term
(in Years)

Aggregate Intrinsic
Value⁽¹⁾
Balance at June 29, 2019 1,048,532

Market stock units granted 259,984

Market stock units released (183,974 )
Market stock units cancelled (150,970 )
Balance at March 28, 2020 973,572
2.6 $ 46,303,084
Outstanding and expected to vest, March 28, 2020 338,860
2.5 $ 16,116.163



~~(1)~~	Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of March 28, 2020.

As of ~~March 28,~~December 26, 2020, there was ~~$29.0~~$19.3 million of unrecognized compensation expense related to ~~1.0~~0.7 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately ~~2.6~~1.5 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the 2008 ESPP.

The fair value of 2008 ESPP rights granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model using the following assumptions for the offering ~~periods outstanding:~~periods:

Three Months Ended

~~Nine~~Six Months Ended

~~March~~December 26, 2020

December 28, ~~2020~~2019

~~March 30,~~December 26, 2020

December 28, 2019

~~March 28, 2020~~

~~March 30, 2019~~

Expected holding period (in years)

0.5 years

Risk-free interest rate

~~1.6%~~0.2% - ~~2.3%~~1.6%

~~2.4% - 2.6%~~

1.6% - 2.7%

0.2% - 1.6%

1.6% - ~~2.6%~~2.7%

Expected stock price volatility

~~28.4%~~29.2% - ~~29.5%~~55.2%

~~27.5% - 28.9%~~

28.4% - 31.3%

~~19.6%~~29.2% - ~~32.7%~~55.2%

28.4% - 31.3%

Dividend yield

3.3% - ~~3.4%~~3.3%

~~2.8% - 3.1%~~

3.1% - 3.4%

~~2.8%~~3.3% - 3.3%

3.1% - 3.4%

As of ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, there was ~~$6.9 million~~$0 and ~~$5.3~~$10.1 million, respectively, of unrecognized compensation expense related to the 2008 ESPP. At the end of the current offering period in November 2020, the Company suspended the 2008 ESPP program pursuant to the terms of the ADI Merger Agreement.

NOTE 8: EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of shares of common stock outstanding during the period. For purposes of computing basic earnings per share, the weighted average number of outstanding shares of common stock excludes unvested RSUs, RSAs and ~~other awards as well as~~ MSUs. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs, RSAs and ~~other awards as well as~~ MSUs, and assumed issuance of common stock under the 2008 ESPP using the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	183,945	$	146,050	$	353,459	$	286,206

Denominator for basic earnings per share	267,299		270,330		267,131		270,859
Effect of dilutive securities:
Stock options, ESPP, RSUs, RSAs and MSUs	3,493		2,939		3,354		3,025
Denominator for diluted earnings per share	270,792		273,269		270,485		273,884

Earnings per share
Basic	$	0.69	$	0.54	$	1.32	$	1.06
Diluted	$	0.68	$	0.53	$	1.31	$	1.04

Three Months Ended Nine Months Ended
March 28, 2020 March 30, 2019 March 28,
2020 March 30,
2019
(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income $ 161,190
$ 130,613
$ 447,396
$ 459,928

Denominator for basic earnings per share 269,003
273,221
270,241
275,831
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs 2,576
3,389
2,946
3,849
Denominator for diluted earnings per share 271,579
276,610
273,187
279,680

Earnings per share
Basic $ 0.60
$ 0.48
$ 1.66
$ 1.67
Diluted $ 0.59
$ 0.47
$ 1.64
$ 1.64

For the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019 no stock awards ~~were~~ determined to be ~~anti-dilutive. Securities which would have been~~ anti-dilutive ~~are~~were insignificant and were excluded from the computation of diluted earnings per share in all periods.

NOTE 9: SEGMENT INFORMATION

The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits. All of the Company's products are designed through a centralized R&D function, manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors.

The Company currently has 1one operating segment and reportable segment. In accordance with ASC No. 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. The Chief Operating Decision Maker for the Company was assessed and determined to be the CEO. The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

Enterprise-wide information is provided in accordance with ASC 280. Geographical revenue information is based on customers’ ship-to location. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year.

Net revenues from unaffiliated customers by geographic region were as follows:


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
	(in thousands)
United States	$	65,040	$	58,909	$	125,176	$	114,707
China	252,388		217,099		498,193		414,398
Rest of Asia	185,922		163,563		384,386		333,478
Europe	111,800		98,254		211,305		194,194
Rest of World	13,138		13,245		28,585		27,333
	$	628,288	$	551,070	$	1,247,645	$	1,084,110

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(in thousands)
United States $ 61,681
$ 63,970
$ 176,388
$ 200,944
China 195,560
183,753
609,958
611,768
Rest of Asia 184,635
176,396
518,114
583,616
Europe 105,535
104,124
299,728
316,155
Rest of World 14,505
14,140
41,838
45,301
$ 561,916
$ 542,383
$ 1,646,026
$ 1,757,784

Net long-lived assets by geographic region were as follows:


	December 26, 2020		June 27, 2020
	(in thousands)
United States	$	352,149	$	362,093
Philippines	81,039		88,660
Rest of World	107,825		99,653
	$	541,013	$	550,406

March 28,
2020 June 29,
2019
(in thousands)
United States $ 368,813
$ 379,308
Philippines 96,013
102,634
Rest of World 99,810
95,780
$ 564,636
$ 577,722

NOTE 10: COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019 were as follows:

(in thousands) Unrealized Gains and (Losses) on Intercompany Receivables Unrealized Gains and (Losses) on Post-Retirement Benefits Cumulative Translation Adjustment Unrealized Gains and (Losses) on Cash Flow Hedges Unrealized Gains and (Losses) on Available-For-Sale Securities Total
June 29, 2019 $ (6,280 ) $ (4,322 ) $ (1,136 ) $ 425
$ (41 ) $ (11,354 )
Other comprehensive income (loss) before reclassifications —
—
—
(2,258 ) (268 ) (2,526 )
Amounts reclassified out of accumulated other comprehensive (income) loss —
357
—
662
—
1,019
Tax effects —
(62 ) —
264
10
212
Other comprehensive income (loss), net —
295
—
(1,332 ) (258 ) (1,295 )
March 28, 2020 $ (6,280 ) $ (4,027 ) $ (1,136 ) $ (907 ) $ (299 ) $ (12,649 )


(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables		Unrealized Gains and (Losses) on Post-Retirement Benefits		Cumulative Translation Adjustment		Unrealized Gains and (Losses) on Cash Flow Hedges		Unrealized Gains and (Losses) on Available-For-Sale Securities		Total
June 27, 2020	$	(6,280)	$	(7,988)	$	(1,136)	$	690	$	119	$	(14,595)
Other comprehensive income (loss) before reclassifications	0		0		0		2,652		(131)		2,521
Amounts reclassified out of accumulated other comprehensive (income) loss	0		11		0		(2,152)		0		(2,141)
Tax effects	0		25		0		(94)		16		(53)
Other comprehensive income (loss), net	0		36		0		406		(115)		327
December 26, 2020	$	(6,280)	$	(7,952)	$	(1,136)	$	1,096	$	4	$	(14,268)


(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables		Unrealized Gains and (Losses) on Post-Retirement Benefits		Cumulative Translation Adjustment		Unrealized Gains and (Losses) on Cash Flow Hedges		Unrealized Gains and (Losses) on Available-For-Sale Securities		Total
June 29, 2019	$	(6,280)	$	(4,322)	$	(1,136)	$	425	$	(41)	$	(11,354)
Other comprehensive income (loss) before reclassifications	0		0		0		(941)		135		(806)
Amounts reclassified out of accumulated other comprehensive (income) loss	0		238		0		644		0		882
Tax effects	0		(42)		0		48		(17)		(11)
Other comprehensive income (loss), net	0		196		0		(249)		118		65
December 28, 2019	$	(6,280)	$	(4,126)	$	(1,136)	$	176	$	77	$	(11,289)

(in thousands) Unrealized Gains and (Losses) on Intercompany Receivables Unrealized Gains and (Losses) on Post-Retirement Benefits Cumulative Translation Adjustment Unrealized Gains and (Losses) on Cash Flow Hedges Unrealized Gains and (Losses) on Available-For-Sale Securities Total
June 30, 2018 $ (6,280 ) $ (2,516 ) $ (1,136 ) $ (1,383 ) $ (3,670 ) $ (14,985 )
Other comprehensive income (loss) before reclassifications —
—
—
(783 ) 3,247
2,464
Amounts reclassified out of accumulated other comprehensive (income) loss —
292
—
2,191
—
2,483
Tax effects —
(60 ) —
(241 ) (131 ) (432 )
Other comprehensive income (loss), net —
232
—
1,167
3,116
4,515
March 30, 2019 $ (6,280 ) $ (2,284 ) $ (1,136 ) $ (216 ) $ (554 ) $ (10,470 )

NOTE 11: INCOME TAXES

In the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 the Company recorded an income tax provision of ~~$20.5~~$26.5 million and ~~$61.2~~$51.4 million, respectively, compared to ~~$29.8~~$23.0 million and ~~$116.8~~$40.7 million, ~~for~~for the three and ~~nine~~six months ended ~~March 30,~~December 28, 2019, respectively. The Company’s effective tax rate for the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 was ~~11.3%~~12.6% and ~~12.0%~~12.7%, respectively, compared to ~~18.6%~~13.6% and ~~20.3%~~12.4% for the three and ~~nine~~six months ended ~~March 30,~~December 28, 2019, respectively.

On December 22, 2017 legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Act”), was enacted. The Act included a one-time tax on accumulated unremitted earnings of the Company's foreign subsidiaries (“Transition Tax”). SEC Staff Accounting Bulletin No. 118 allowed the use of provisional amounts (reasonable estimates) if accounting for the income tax effects of the Act was not completed. Provisional amounts must be adjusted within a one-year measurement period from the enactment date of the Act. In the second quarter of fiscal year 2018, the Company recorded a discrete $236.9 million provisional Transition Tax charge. During the measurement period, the Company gathered additional information and analyzed available guidance to more precisely compute the amount of the Transition Tax. In the second quarter of fiscal year 2019, the Company completed this work and recorded a discrete $22.1 million measurement period adjustment for the Transition Tax, which increased the Company’s effective tax rate for the nine months ended March 30, 2019 by 3.8%. As of the end of the second quarter of fiscal year 2019, the accounting for income tax effects of the Act was completed.

The Company’s federal statutory tax rate is 21%. The Company’s effective tax rate for the three and ~~nine~~six months ended ~~March~~December 26, 2020 and December 28, ~~2020~~2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by U.S. tax expense ~~related to~~generated by Global Intangible Low-Taxed ~~Income (“GILTI”).~~

Income.

On June 18, 2019, the U.S. Treasury and Internal Revenue Service (“IRS”) released temporary regulations under Internal Revenue Code (“IRC”) Sections 245A and 954(c)(6) (the “Temporary Regulations”), which applied retroactively to intercompany dividends occurring after December 31, 2017. The ~~Company’s effective tax rate~~Temporary Regulations limit the applicability of the foreign personal holding company income (“FPHCI”) look-through exception for certain intercompany dividends received by a controlled foreign corporation. Before application of the ~~three months ended March 30,~~retroactive Temporary Regulations, the Company benefited in fiscal years 2018 and 2019 ~~was lower than~~from the ~~statutory rate primarily due~~FPHCI look-through exception. On August 21, 2020, the U.S. Treasury and IRS released final regulations under IRC Sections 245A and 954(c)(6) (the “Final Regulations”), which generally apply to ~~earnings~~years ending on or after

June 14, 2019. The relevant sections of ~~foreign subsidiaries, generated by~~ the ~~Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by tax generated by~~Final Regulations are virtually the ~~GILTI provisions, a~~ ~~$4.1 million~~ ~~discrete charge for differences between~~same as the ~~Company's~~Temporary Regulations. The Temporary Regulations apply to fiscal year 2018 ~~tax returns~~ and the ~~tax provision originally recorded, and~~ ~~$5.7 million of discrete interest accruals for unrecognized tax benefits.~~

~~The Company’s effective tax rate for the nine months ended March 30, 2019 was lower than the statutory rate primarily due~~Final Regulations apply to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by a $21.0 million discrete charge for the Transition Tax, ~~tax generated by the GILTI provisions,~~ ~~$15.1 million of discrete interest accruals for unrecognized tax benefits,~~ ~~and $4.8 million of discrete charges for differences between the Company's~~ fiscal year ~~2018 tax returns and~~2019 intercompany dividends. The Company does not have any intercompany dividends after fiscal year 2019 that are impacted by relevant sections of the ~~tax provision originally recorded.~~Temporary Regulations or Final Regulations.

The Company ~~engages~~previously analyzed the relevant Temporary Regulations and concluded that they were not validly issued, a conclusion which the Company has determined is not altered by issuance of the Final Regulations. The Company has also analyzed the relevant Final Regulations and concluded that they were not validly issued. Therefore, the Company has not accounted for the effects of the Temporary Regulations or Final Regulations in ~~continuous discussions~~its results of operations for any fiscal period. The Company believes it has strong arguments in favor of its position and ~~negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible~~ that it has met the ~~balance of gross unrecognized tax benefits, including accrued interest and penalties, could decrease up~~more likely than not recognition threshold that its position will be sustained. The Company intends to ~~$57.0 million within the next twelve months~~vigorously defend its position, however, due to the ~~completion~~uncertainty involved in challenging and litigating the validity of ~~federal tax audits, including any administrative appeals. The $57.0 million primarily relates to matters involving federal taxation~~regulations, there can be no assurance that a court of ~~cross-border transactions.~~law will rule in favor of the Company. An unfavorable resolution of this issue could have a material adverse impact on the Company's results of operations and financial condition.

The Company’s federal corporate income tax returns are audited on a recurring basis by the ~~Internal Revenue Service (“IRS”).~~IRS. In fiscal year ~~2017,~~2020, the IRS commenced an audit of the Company’s federal corporate income tax returns for fiscal years ~~2012 through 2014, which is ongoing. In fiscal year 2020 the IRS commenced an audit of the Company's federal corporate income tax returns for fiscal years~~ 2015 through 2017, which is ongoing.

NOTE 12: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party or subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to intellectual property matters. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized or reserved, if any.

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees, damages and costs awarded against such parties in certain circumstances in which the Company's products are alleged to infringe third party intellectual property rights, including patents, registered trademarks or copyrights. The terms of the Company's indemnification obligations are generally perpetual from the effective date of the agreement. In certain cases, there are limits on and exceptions to the Company's potential liability for indemnification relating to intellectual property infringement claims.

Pursuant to the Company's charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its current officers, employees and directors, as well as certain former officers and directors.

NOTE 13: COMMON STOCK REPURCHASES

On October 30, 2018, the Board of Directors of the Company authorized the repurchase of up to $1.5 billion of the Company’s common stock. The stock repurchase authorization does not have an expiration date and the pace of repurchase activity will depend on factors such as current stock price, levels of cash generated from operations, cash requirements, and other factors. All prior repurchase authorizations by the Company’s Board of Directors for the repurchase of common stock were cancelled and superseded by this repurchase authorization.

~~During~~Pursuant to the ~~nine months ended March 28,~~terms of the ADI Merger Agreement, the Company suspended its repurchase program on July 13, 2020, the date the Company announced its planned merger with ADI. Prior to such announcement and during the fiscal year 2021, the Company repurchased approximately ~~6.3 million~~149.8 thousand shares of its common stock for ~~$358.5~~$9.2 million. As of ~~March 28,~~December 26, 2020, the Company had remaining authorization of ~~$0.8~~$0.7 billion for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

NOTE 14: LEASES

The Company's lease obligations consist of operating leases for domestic and international office facilities, data centers, and equipment. These leases expire at various dates through fiscal year 2031. For the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020, the Company recorded operating lease expense of ~~$2.3~~$2.5 million and ~~$7.0~~$4.9 million, respectively. For the three and six

months ended December 28, 2019, the Company recorded operating lease expense of $2.9 million and $5.9 million, respectively.

Leases are included in the following Condensed Consolidated Balance Sheet lines:


	December 26, 2020		June 27, 2020
	(in thousands)
Other assets	$	49,653	$	54,610

Accrued expenses	$	10,860	$	10,445
Other liabilities	$	44,224	$	48,314

March 28, 2020
(in thousands)
Other assets $ 54,355

Accrued expenses $ 10,233
Other liabilities $ 48,101

Future minimum lease payments under non-cancelable operating leases as of ~~March 28,~~December 26, 2020 are as follows:


	Operating Lease Obligations
Fiscal Year	(in thousands)
Remainder of 2021	$	6,443
2022	11,784
2023	9,777
2024	8,555
2025	6,874
Thereafter	17,567
Total	61,000
Less imputed interest	5,916
Total	$	55,084

Operating Lease Obligations
Fiscal Year

(in thousands)

Remainder of 2020 $ 3,190
2021 11,805
2022 10,693
2023 9,444
2024 8,231
Thereafter 21,935
Total 65,298
Less imputed interest 7,102
Total $ 58,196

Future minimum lease payments under non-cancelable operating leases as of ~~March 30,~~December 28, 2019~~, based on the previous lease standard,~~ are as follows:


	Operating Lease Obligations
Fiscal Year	(in thousands)
Remainder of 2020	$	5,969
2021	11,818
2022	10,847
2023	9,599
2024	8,202
Thereafter	21,904
Total	68,339
Less imputed interest	7,657
Total	$	60,682

Operating Lease Obligations

Fiscal Year

(in thousands)

Remainder of 2019 $ 2,664
2020 9,544
2021 9,003
2022 8,433
2023 7,262
Thereafter 20,484
Total $ 57,390

Other information related to leases as of ~~March 28,~~December 26, 2020 are as follows:

Nine Months Ended
March 28, 2020
Supplemental cash flow information
Operating cash flows used for operating leases, in thousands $ 8,759
Weighted-average remaining lease term - operating leases, in years 7
Weighted-average discount rate - operating leases 3.43 %


	Six Months Ended
	December 26, 2020			December 28, 2019
Supplemental cash flow information:
Operating cash flows used for operating leases (in thousands)	$	6,094		$	5,911

Weighted-average remaining lease term - operating leases (in years)	6			7
Weighted-average discount rate - operating leases	3.29		%	3.45		%

Since most of our operating leases do not provide an implicit interest rate, the Company used a portfolio approach to determine a collateralized incremental borrowing rate based on the information available at the commencement date to determine the lease liability.

NOTE 15: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or more often if events or changes in circumstances indicate that the carrying amount may not be recoverable.

There were no changes to goodwill during the ~~nine~~six months ended ~~March 28,~~December 26, 2020.

No indicators or instances of impairment were identified during the ~~nine~~six months and fiscal year ended ~~March 28,~~December 26, 2020 and June ~~29, 2019,~~27, 2020, respectively.

Intangible Assets

Intangible assets consisted of the following:


	December 26, 2020						June 27, 2020
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	525,816	$	467,130	$	58,686	$	525,196	$	458,418	$	66,778
Customer relationships	118,335		110,038		8,297		118,335		108,603		9,732
Trade name	11,374		9,521		1,853		11,374		9,265		2,109
Backlog	170		170		0		170		25		145
Patents	2,500		2,500		0		2,500		2,500		0
Total amortizable purchased intangible assets	658,195		589,359		68,836		657,575		578,811		78,764
In-process research & development (IPR&D)	7,330		—		7,330		9,195		—		9,195
Total purchased intangible assets	$	665,525	$	589,359	$	76,166	$	666,770	$	578,811	$	87,959

March 28, 2020 June 29, 2019

Original
Cost

Accumulated
Amortization
Net
Original
Cost

Accumulated
Amortization
Net
(in thousands)
Intellectual property $ 490,136
$ 454,890
$ 35,246
$ 487,346
$ 445,558
$ 41,788
Customer relationships 116,505
107,916
8,589
116,505
105,901
10,604
Trade name 9,974
9,167
807
9,974
8,914
1,060
Patents 2,500
2,500
—
2,500
2,500
—
Total amortizable purchased intangible assets 619,115
574,473
44,642
616,325
562,873
53,452
In-process research & development (IPR&D) —
—
—
2,790
—
2,790
Total purchased intangible assets $ 619,115
$ 574,473
$ 44,642
$ 619,115
$ 562,873
$ 56,242

During the three months ended December 26, 2020, the Company placed in service and reclassified $0.6 million of IPR&D to intellectual property intangible assets and wrote-off $1.2 million of IPR&D due to impairment.

The following table presents the amortization expense of intangible assets and its presentation in the Condensed Consolidated Statements of Income:


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
	(in thousands)
Cost of goods sold	$	4,349	$	3,111	$	8,711	$	6,221
Intangible asset amortization	943		756		1,862		1,512
Total intangible asset amortization expenses	$	5,292	$	3,867	$	10,573	$	7,733

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
(in thousands)
Cost of goods sold $ 3,111
$ 5,368
$ 9,332
$ 19,151
Intangible asset amortization 756
756
2,268
2,285
Total intangible asset amortization expenses $ 3,867
$ 6,124
$ 11,600
$ 21,436

The following table represents the estimated future amortization expense of intangible assets as of ~~March 28,~~December 26, 2020:


	Amount
Fiscal Year	(in thousands)
Remainder of 2021	$	8,790
2022	13,543
2023	13,059
2024	10,083
2025	9,805
Thereafter	13,556
Total intangible assets	$	68,836

Amount
Fiscal Year (in thousands)
Remainder of 2020 $ 3,866
2021 13,767
2022 8,088
2023 7,604
2024 4,628
Thereafter 6,689
Total intangible assets $ 44,642

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) disclaims any duty to and undertakes no obligation to update any forward-looking statement, whether as a result of new information relating to existing conditions, future events or otherwise, ~~including~~ the ~~impact~~uncertainties as to the timing of the ~~recent coronavirus (COVID-19) pandemic~~completion of our pending merger with Analog Devices, Inc. and the ~~responses~~ability of each party to ~~it,~~complete the merger, and the effects of the ongoing novel coronavirus ("COVID-19") pandemic, or to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, including the impact of the COVID-19 pandemic and the responses to it, except as required by federal securities laws. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that the Company files with or furnishes to the SEC from time to time, such as its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K.

Overview of Business

Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of customers in diverse geographical locations. The analog market is fragmented and characterized by many diverse applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. We are a global company with a wafer manufacturing facility in the U.S., test facilities in the Philippines and Thailand, and sales and circuit design offices around the world. We also utilize third parties for manufacturing and assembly of our products.

~~Impact~~Recent Developments

On July 13, 2020, the Company announced that it had entered into an Agreement and Plan of ~~COVID-19~~

~~The recent coronavirus (COVID-19) pandemic~~Merger, dated July 12, 2020 (as it may be amended from time to time, the “ADI Merger Agreement”) with Analog Devices, Inc., a Massachusetts corporation (“Analog Devices” or "ADI"), and Magneto Corp., a wholly-owned subsidiary of Analog Devices (“Acquisition Sub”), under which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Acquisition Sub will merge with and into the Company, and the ~~mitigation efforts by governments to attempt to control its spread are impacting and~~Company will ~~likely continue to impact our operations, customers, and suppliers for an indefinite period~~survive the merger as a wholly-owned subsidiary of ~~time. While we have implemented safeguards and procedures to counter~~Analog Devices (the “ADI Merger”). Under the ~~impact~~terms of the ~~COVID-19 pandemic,~~ADI Merger Agreement, at the ~~full extent~~effective time of the ADI Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to ~~which~~ the ~~COVID-19 pandemic has~~Effective Time (other than treasury shares and any shares of Company Common Stock held by Analog Devices or Acquisition Sub) will ~~directly or indirectly impact us, including our business, financial condition,~~be converted into the right to receive 0.6300 of a fully paid and ~~results~~non-assessable share of ~~operations, will depend on future developments that are highly uncertain~~common stock, par value $0.16 2/3 per share, of Analog Devices (with cash being paid (without interest and ~~cannot be accurately predicted, including the further mitigation efforts taken to contain it or treat its impact and the economic impact on local, regional, national and international markets. We~~less applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). Analog Devices shareholders will continue to ~~actively monitor~~own their existing Analog Devices shares, and the ~~situation~~combined company will be named Analog Devices.

The ADI Merger has been approved by both the Company’s Board of Directors and ~~may take further actions~~the Board of Directors of Analog Devices. The completion of the ADI Merger is subject to customary closing conditions, including, among others, the required approvals of Maxim Integrated’s stockholders, the approval of ADI’s shareholders and the receipt of various regulatory approvals. Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the transaction is expected to close in the summer of 2021. The Company cannot guarantee that ~~alter our business operations as may~~the ADI Merger will be ~~required by federal, state,~~completed on a timely basis or ~~local authorities~~at all or that, ~~we determine are~~if completed, it will be completed on the terms set forth in the ~~best interests~~ADI Merger Agreement.

As of ~~our employees, customers, suppliers,~~October 8, 2020, stockholder approval for the ADI Merger has been obtained from Maxim Integrated's stockholders and ~~stockholders.~~ADI's shareholders. In addition, the proposed transaction has received antitrust clearance from the United States Federal Trade Commission.

The Linear and Mixed-Signal Analog Integrated Circuit Market

All electronic signals generally fall into one of two categories, linear or digital. Linear (or analog) signals represent real world phenomena, such as temperature, pressure, sound or speed, and are continuously variable over a wide range of values. Digital signals represent the “ones” and “zeros” of binary arithmetic and are either on or off.

Three general classes of semiconductor products arise from this distinction between linear and digital signals:

•digital devices, such as memories and microprocessors that operate primarily in the digital domain;

•linear devices, such as amplifiers, references, analog multiplexers and switches that operate primarily in the analog domain; and

•mixed-signal devices such as data converter devices that combine linear and digital functions on the same integrated circuit and interface between the analog and digital domains.

Our strategy has been to target both the linear and mixed-signal markets, often collectively referred to as the analog market. However, some of our products are exclusively or principally digital. While our focus continues to be on the linear and mixed-signal market, our capabilities in the digital domain enable development of new mixed-signal and other products with highly sophisticated digital characteristics.

At the beginning of fiscal year 2020, we combined our Computing Major End-Market category with our Communications and Data Center Major End-Market category. Our former Computing Major End-Market category focused on Desktop Computers, Notebook Computers, and Peripherals and Other Computer markets.

Our linear and mixed-signal products now serve four major end-markets: (i) Automotive, (ii) Communications and Data Center, (iii) Consumer and (iv) Industrial. These major end-markets and their corresponding markets are noted in the table below:

MAJOR END-MARKET

MARKET

~~MAJOR END-MARKET~~AUTOMOTIVE

Infotainment

~~MARKET~~

Powertrain

~~AUTOMOTIVE~~

~~Infotainment~~Body Electronics

~~Powertrain~~Safety & Security

~~Body Electronics~~

~~Safety and Security~~

COMMUNICATIONS & DATA CENTER

Base Stations

Data Center

Data Storage

Desktop Computers

Network & Datacom

Notebook Computers

Peripherals & Other Computer

Server

Telecom

Other Communications

CONSUMER

Smartphones

Digital Cameras

Handheld Computers

Home Entertainment & Appliances

Wearables

Other Consumer

INDUSTRIAL

Automatic Test Equipment

Control & Automation

Electrical Instrumentation

Financial Terminals

Medical

Security

USB Extension

Other Industrial

CRITICAL ACCOUNTING POLICIES

The methods, estimates, and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include ~~revenue recognition, which impacts the recording of net revenues;~~ valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible assets;inventories; accounting for income ~~taxes, which impacts the income tax provision;~~taxes; and assessment of litigation and ~~contingencies, which impacts charges recorded in cost of goods~~

~~sold, selling, general and administrative expenses and income taxes.~~contingencies. These policies and the estimates and judgments involved are discussed further in the Management’s Discussion and Analysis of Financial Condition in our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period.

Except for the accounting policies and estimates outlined under Part I, Item 1. Financial Statements - Note 2, there have been no material changes during the ~~nine~~six months ended ~~March 28,~~December 26, 2020 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

~~RESULTS OF OPERATIONS~~

Impact of COVID-19 on Our Business

The ongoing COVID-19 pandemic has impacted and will continue to impact the Company’s operations, employees, customers, and suppliers, due to shelter-in-place orders, mandated quarantines, reduced facility operations, and travel bans and restrictions. While the operating results for the ~~fourth~~second quarter of fiscal year ~~2020~~2021 and thereafter may be impacted by COVID-19, the extent and form of such impact to our business is uncertain and cannot be estimated with any degree of certainty.

Employee Health and Safety

During the ~~last month~~third and fourth quarters of fiscal year 2020 and the first and second quarters of fiscal ~~quarter,~~year 2021, the Company's facilities and offices were either operating at reduced capacity or temporarily closed for non-essential operations. In an effort to protect the health and safety of our employees, we implemented safety measures such as work-from-home practices, travel restrictions, extensive cleaning protocols, and social distancing when engaging in essential activities.

Focus on Customers

We continue to work with our sales, supplier, and customer design and engineering teams to meet current demand. Teams meet remotely, through telephonic or video conferences and by leveraging available technology, to continue the design and engineering process that would normally take place at physical customer locations.

Manufacturing and Operations

We will continue to actively monitor this ~~rapidly-evolving~~evolving situation and ~~are working~~implement changes to ~~adopt and implement government-placed orders, in~~protect employee health. In addition to our ~~own~~ actions, we will continue to implement government-placed orders in all our locations. While ~~supply chain~~COVID-19 related disruptions ~~outside of our operations~~ have impacted ~~the way~~our manufacturing operations, we ~~conduct business, we continuously implement alternative procedures~~continue to ~~counter~~leverage our manufacturing flexibility to reduce the negative effects of such disruptions.

Please refer to certain risk factors included in Item 1A in our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 for discussions of the risks to our business from COVID-19.

RESULTS OF OPERATIONS

The following table sets forth certain Condensed Consolidated Statements of Income data expressed as a percentage of net revenues for the periods indicated:


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019

Net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	33.7	%	34.6	%	33.2	%	35.1	%
Gross margin	66.3	%	65.4	%	66.8	%	64.9	%
Operating expenses:
Research and development	18.3	%	20.3	%	18.5	%	20.4	%
Selling, general and administrative	12.8	%	13.8	%	13.1	%	14.0	%
Intangible asset amortization	0.2	%	0.1	%	0.1	%	0.1	%

Severance and restructuring expenses	0.5	%	0.5	%	1.0	%	0.4	%
Other operating expenses (income), net	0.6	%	—	%	0.9	%	—	%
Total operating expenses	32.3	%	34.7	%	33.5	%	34.9	%
Operating income	34.0	%	30.7	%	33.3	%	30.0	%
Interest and other income (expense), net	(0.5)	%	—	%	(0.8)	%	0.2	%
Income before provision for income taxes	33.5	%	30.7	%	32.4	%	30.2	%
Income tax provision (benefit)	4.2	%	4.2	%	4.1	%	3.8	%
Net income	29.3	%	26.5	%	28.3	%	26.4	%

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019

Net revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 34.8 % 37.2 % 35.0 % 34.9 %
Gross margin 65.2 % 62.8 % 65.0 % 65.1 %
Operating expenses:
Research and development 19.4 % 19.7 % 20.0 % 18.8 %
Selling, general and administrative 12.7 % 13.7 % 13.6 % 13.3 %
Intangible asset amortization 0.1 % 0.1 % 0.1 % 0.1 %
Impairment of long-lived assets — % — % — % — %
Severance and restructuring expenses 0.1 % 0.3 % 0.3 % 0.2 %
Other operating expenses (income), net 0.2 % — % 0.1 % — %
Total operating expenses 32.6 % 33.9 % 34.1 % 32.5 %
Operating income 32.6 % 29.0 % 30.9 % 32.6 %
Interest and other income (expense), net (0.3 )% 0.6 % — % 0.2 %
Income before provision for income taxes 32.3 % 29.6 % 30.9 % 32.8 %
Income tax provision (benefit) 3.7 % 5.5 % 3.7 % 6.6 %
Net income 28.7 % 24.1 % 27.2 % 26.2 %

The following table shows stock-based compensation included in the components of the Condensed Consolidated Statements of Income reported above as a percentage of net revenues for the periods indicated:


	Three Months Ended				Six Months Ended
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
Cost of goods sold	0.7	%	0.5	%	0.7	%	0.5	%
Research and development	1.9	%	2.1	%	2.1	%	2.1	%
Selling, general and administrative	2.4	%	1.8	%	2.6	%	1.9	%
	5.0	%	4.4	%	5.4	%	4.5	%

Three Months Ended Nine Months Ended
March 28,
2020 March 30,
2019 March 28,
2020 March 30,
2019
Cost of goods sold 0.6 % 0.5 % 0.5 % 0.4 %
Research and development 2.0 % 2.0 % 2.0 % 1.7 %
Selling, general and administrative 1.6 % 1.7 % 1.8 % 1.5 %
4.2 % 4.2 % 4.3 % 3.6 %

Net Revenues

Net revenues were ~~$561.9~~$628.3 million and ~~$542.4~~$551.1 million for the three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively.

Revenue from ~~communications and data center~~automotive products was up ~~by 26%~~30% driven by an increased demand for ~~base station~~infotainment, safety and ~~data center~~security, and powertrain products. Revenue from industrial products was up 19% driven by an increased demand for medical, and control and automation products. Revenue from consumer products was ~~down~~up 13% driven by ~~18% primarily due to lower~~an increased demand for handheld and other consumer products, partially offset by a decrease in ~~smartphone~~wearable products. ~~These results include net revenues for the three months ended March 30, 2019 that align with our revised end-market categories.~~

Net revenues were ~~$1.6~~$1.2 billion and ~~$1.8~~$1.1 billion for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively. Revenue from ~~consumer~~automotive products was ~~down~~up 22% driven by ~~20% primarily due to lower~~increased demand ~~in smartphone~~for powertrain, safety and security, and infotainment products. Revenue from industrial products was ~~down~~up 19% driven by ~~7% primarily due to lower~~increased demand infor control and automation, automatic test equipment and medical products. ~~These results include net revenues~~Revenue from communications and data products was up 10% due to increased demand for ~~the nine months ended March 30, 2019 that align with our revised end-market categories.~~notebook computers and data center products.

During each of the ~~three~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, approximately ~~89%~~90% of net revenues were derived from customers outside of the United States. While less than ~~1.0%~~2% of our sales are denominated in currencies other than U.S. dollars, we enter into foreign currency forward contracts to mitigate our risks on firm commitments and net monetary

assets denominated in foreign currencies. The impact of changes in foreign exchange rates on our revenue and results of operations for the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019 was immaterial.

Gross Margin

Our gross margin percentages were ~~65.2%~~66.3% and ~~62.8%~~65.4% for the three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively. Our gross margin increased by ~~2.4~~0.9 percentage points, ~~primarily~~ due to higher revenues, increased factory utilization and lower inventory ~~reserve requirements.~~reserves.

Our gross margin percentages were ~~65.0%~~66.8% and ~~65.1%~~64.9% for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively. Our gross margin ~~decreased~~increased by ~~0.1~~1.9 percentage ~~point, remaining flat compared~~points, due to ~~the same period last year.~~higher revenues, increased factory utilization and lower inventory reserves.

Research and Development

Research and development expenses were ~~$109.1~~$114.8 million and ~~$107.1~~$111.9 million for the three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively, which represented ~~19.4%~~18.3% and ~~19.7%~~20.3% of net revenues for each respective period. The ~~$2.0~~$2.9 million increase was primarily due to higher ~~employee compensation expense.~~salaries and related personnel costs.

Research and development expenses were ~~$330.0~~$230.3 million and ~~$330.1~~$220.9 million for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively, which represented ~~20.0%~~18.5% and ~~18.8% of net revenues for each respective period. Research and development expenses remained flat compared to the same period last year.~~

~~Selling, General and Administrative~~

~~Selling, general and administrative expenses were $71.6 million and $74.1 million for the three months ended March 28, 2020 and March 30, 2019, respectively, which represented 12.7% and 13.7%~~20.4% of net revenues for each respective period. The ~~$2.5~~$9.4 million ~~decrease~~increase was ~~mainly~~primarily due to ~~lower depreciation expenses.~~higher salaries and related personnel costs.

Selling, General and Administrative

Selling, general and administrative expenses were ~~$223.8~~$80.2 million and ~~$233.5~~$76.1 million for the ~~nine~~three months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019, respectively, which represented ~~13.6%~~12.8% and ~~13.3%~~13.8% of net revenues for each respective period. The ~~$9.7~~$4.1 million ~~decrease~~increase was mainly due to higher salaries and related personnel costs, including increased stock-based compensation for accelerated vesting of certain RSAs and RSUs.

Selling, general and administrative expenses were $163.1 million and $152.2 million for the six months ended December 26, 2020 and December 28, 2019, respectively, which represented 13.1% and 14.0% of net revenues for each respective period. The $10.9 million increase was mainly due to higher salaries and related personnel costs, including increased stock-based compensation for accelerated vesting of certain RSAs and RSUs. This was partially offset by lower depreciation expense.

Severance and restructuring

Severance and restructuring expenses were $3.3 million and $2.7 million for the three months ended December 26, 2020 and December 28, 2019, respectively, which represented 0.5% of net revenues for each respective period. The $0.6 million increase was due to ~~lower depreciation,~~increased restructuring activities which, as a result of the pending ADI merger, now include change in control related benefits.

Severance and restructuring expenses were $12.1 million and $4.2 million for the six months ended December 26, 2020 and December 28, 2019, respectively, which represented 1.0% and 0.4% of net revenues for each respective period. The $8.0 million increase was due to increased restructuring activities which, as a result of the pending ADI merger, now include change in control related benefits.

Other operating expenses (income), net

Other operating expenses (income), net were $3.5 million and $(1) thousand for the three months ended December 26, 2020 and December 28, 2019, respectively, which represented 0.6% and less than 0.1% of net revenues for each respective period. The $3.5 million increase was primarily due to expenses such as legal and professional ~~fees,~~services related to the pending ADI merger.

Other operating expenses (income), net were $11.0 million and ~~travel expenses.~~less than $0.1 million for the six months ended December 26, 2020 and December 28, 2019, respectively, which represented 0.9% and less than 0.1% of net revenues for each respective period. The $10.9 million increase was primarily due to expenses such as legal and professional services related to the pending ADI merger. We expect to incur additional merger-related expenses as we approach the expected transaction close date.

Provision for Income Taxes

In the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 the Company recorded an income tax provision of ~~$20.5~~$26.5 million and ~~$61.2~~$51.4 million, respectively, compared to ~~$29.8~~$23.0 million and ~~$116.8~~$40.7 million for the three and ~~nine~~six months ended ~~March 30,~~December 28, 2019, respectively. The Company’s effective tax rate for the three and ~~nine~~six months ended ~~March 28,~~December 26, 2020 was ~~11.3%~~12.6% and ~~12.0%~~12.7%, respectively, compared to ~~18.6%~~13.6% and ~~20.3%~~12.4% for the three and ~~nine~~six months ended ~~March 30,~~December 28, 2019, respectively.

The Company’s federal statutory tax rate is 21%. The Company’s effective tax rate for the three and ~~nine~~six months ended ~~March~~December 26, 2020 and December 28, ~~2020~~2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by U.S. tax expense related to Global Intangible Low-Taxed ~~Income (“GILTI”).~~Income.

The Company’s effective tax rate for the three months ended March 30, 2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by tax generated by the GILTI provisions, a $4.1 million discrete charge for differences between the Company's fiscal year 2018 tax returns and the tax provision originally recorded, and $5.7 million of discrete interest accruals for unrecognized tax benefits.

The Company’s effective tax rate for the nine months ended March 30, 2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by $21.0 million of discrete charges for the Transition Tax, tax generated by the GILTI provisions, $15.1 million of discrete interest accruals for unrecognized tax benefits, and $4.8 million of discrete charges for differences between the Company's fiscal year 2018 tax returns and the tax provision originally recorded.

BACKLOG

As of ~~March 28,~~December 26, 2020 and June ~~29, 2019,~~27, 2020, our current quarter backlog was approximately ~~$508.5~~$584.3 million and ~~$391.3~~$496.4 million, respectively. InOur current quarter backlog ~~we include orders with~~includes customer request dates to be filled within the next three months. As is customary in the semiconductor industry, these orders may be canceled in most cases without penalty to customers. Accordingly, we believe that our backlog is not a reliable measure offor predicting future revenues. All backlog ~~numbers~~amounts have been adjusted for estimated future distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:


	Nine Months Ended							Six Months Ended
	March 28, 2020			March 30, 2019				December 26, 2020		December 28, 2019
	(in thousands)							(in thousands)
Net cash provided by (used in) operating activities	$	588,526		$	638,373		Net cash provided by (used in) operating activities	$	373,010	$	378,735
Net cash provided by (used in) investing activities	42,386			785,387			Net cash provided by (used in) investing activities	(2,692)		43,869
Net cash provided by (used in) financing activities	(749,587		)	(1,312,681		)	Net cash provided by (used in) financing activities	(152,027)		(459,752)
Net increase (decrease) in cash and cash equivalents	$	(118,675	)	$	111,079
Net increase (decrease) in cash, cash equivalents and restricted cash							Net increase (decrease) in cash, cash equivalents and restricted cash	$	218,291	$	(37,148)

Operating activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities.

Cash provided by operating activities decreased by ~~$49.8~~$5.7 million for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 compared with the ~~nine~~six months ended ~~March 30,~~December 28, 2019 primarily due ~~mainly~~ to ~~lower net income and~~ changes in working capital. Changes in working capital were driven by ~~a decrease in income tax payable and an increase~~increases in accounts receivable and inventories, partially offset by ~~a decrease~~increases in ~~inventory and an increase in accrued expenses.~~accounts payable.

Investing activities

Investing cash flows consist primarily of net investment purchases and maturities, and capital expenditures.

Cash provided by investing activities decreased by ~~$743.0~~$46.6 million for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 compared with the ~~nine~~six months ended ~~March 30,~~December 28, 2019. The decrease was due to ~~lower~~less proceeds from maturity of available-for-sale securities partially offset by ~~lower~~less purchases of ~~available-for-sale securities.~~property, plant and equipment.

Financing activities

Financing cash flows consist primarily of payment of debt, dividends to stockholders, and repurchases of common stock.

Cash used in financing activities decreased by ~~$563.1~~$307.7 million for the ~~nine~~six months ended ~~March 28,~~December 26, 2020 compared with the ~~nine~~six months ended ~~March 30,~~December 28, 2019. The decrease was due to ~~a $500.0 million debt repayment we made in November 2018 and lower~~less repurchases of common ~~stock.~~stock and dividend payments.

Liquidity and Capital Resources

Our primary source of liquidity is our cash flows from operating activities resulting from net income and management of working capital.

As of ~~March 28,~~December 26, 2020, our available funds consisted of ~~$1.7~~$1.8 billion in cash, cash equivalents and short-term investments.

On October 30, 2018, we were authorized to repurchase up to $1.5 billion of the Company's common stock. During the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020, we repurchased an aggregate of ~~$157.0 million and $358.5~~$9.2 million of the Company's common ~~stock, respectively.~~stock. Pursuant to the terms of the ADI Merger Agreement, the Company suspended the repurchase program on July 13, 2020, the date we announced our planned merger with ADI.

During the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020, we paid cash dividends of $0.48 ~~and $1.44~~ per common share totaling ~~$129.1 million and $389.1 million, respectively.~~$128.1 million. The Company discontinued its dividend program effective during the first quarter of fiscal year 2021, as provided in the ADI Merger Agreement.

We anticipate that the available funds and cash generated from operations will be sufficient to meet cash and working capital requirements, including the anticipated level of capital expenditures, debt repayments and dividend payments for at least the next twelve months.

Off-Balance-Sheet Arrangements

As of ~~March 28,~~December 26, 2020, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risk has not changed materially from the interest rate and foreign currency risks disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the ~~three and nine~~six months ended ~~March 28,~~December 26, 2020 and ~~March 30,~~December 28, 2019 was not material.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of ~~March 28,~~December 26, 2020. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of ~~March 28,~~December 26, 2020. The purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~March 28,~~December 26, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Due to the COVID-19 pandemic, most of the Company’s employees are working remotely, and the Company is striving to minimize the impact of this on the design and effectiveness of the Company’s internal control over financial reporting. The Company is continually monitoring and assessing its internal control over financial reporting and has not experienced any material impact to its internal control over financial reporting due to the COVID-19 pandemic.

Inherent Limitations on the Effectiveness of Internal Controls

A system of internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP, and no control system, no matter how well designed and operated, can provide absolute assurance. The design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The information set forth above under Part I, Item 1, Note 12 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A: RISK FACTORS

~~The following risk factor~~A description of risks associated with our business, financial condition and results of our operations is ~~provided to update the risk factors previously disclosed under the heading “Risk Factors”~~set forth in ~~the Company’s~~Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~

~~The recent coronavirus (COVID-19) pandemic and~~the mitigation efforts by governments to attempt to control its spread have negatively impacted and could have a material adverse effect on our business, financial condition, and results of operations.

As a result of the recent coronavirus (COVID-19) pandemic, governmental authorities have implemented and are continuing to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, limits on gatherings, shelter-in-place orders, quarantines, and business limitations and shutdowns. The COVID-19 pandemic and resulting mitigation efforts have impacted and will likely continue to impact our business, results of operations, and financial condition for an indefinite period of time. While we are unable to accurately predict the full extent to which the COVID-19 pandemicand the mitigation efforts by governments to attempt to control its spread will have on our results from operations and financial condition due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of our customers and suppliers for an indefinite period of time.

We operate our business in worldwide locations. The potential risks and effects of this pandemic and economic crisis, including potential global or regional recessions or depressions, that could have a material adverse effect on our business, financial condition, and results of operations include, but not limited to:

~~Adverse impact on our customers and supply channels;~~

~~Decrease in product demand and pricing as a result of this pandemic and unfavorable economic and market conditions;~~

~~Disruption in our global operations, including our internal and compliance processes;~~

~~Restrictions on our manufacturing, support operations or workforce, or similar limitations for our customers, vendors, and suppliers, could limit our ability to meet customer demand;~~

~~Potential increased credit risk if customers, distributors, and resellers are unable to pay us, or must delay paying their obligations to us;~~

~~Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures could result in delays; and~~

~~Impact on our workforce/employees due to the ease with which the virus spreads and the current shelter-in-place orders.~~

The COVID-19 pandemic, and the various responses to it, may also have the effect of heightening many of the other risks disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019,27, 2020, which is incorporated herein by reference.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 30, 2018, the Board of Directors of the Company authorized the repurchase of up to $1.5 billion of the Company’s common stock. This stock repurchase authorization does not have an expiration date and the pace of repurchase activity will depend on factors such as current stock price, levels of cash generated from operations, cash requirements, and other factors. The Company’s prior repurchase authorization was cancelled and superseded by this new repurchase authorization.

The following table summarizes the activity related to stock repurchases for the ~~three~~six months ended ~~March 28,~~December 26, 2020:


	Issuer Repurchases of Equity Securities
	(in thousands, except per share amounts)
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Jun 28, 2020 - Sep 26, 2020	150	$	61.41	150	$	664,970


Sep 27, 2020 - Dec 26, 2020	—			—	$	664,970
Total	150	$	61.41	150	$	664,970

Issuer Repurchases of Equity Securities
(in thousands, except per share amounts)
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Dec 29, 2019 - Jan 25, 2020 499
$ 61.68
499
$ 882,689
Jan 26, 2020 - Feb 22, 2020 714
62.82
714
837,842
Feb 23, 2020 - Mar 28, 2020 1,599
50.90
1,599
756,470
Total for the quarter 2,812
$ 55.84
2,812
$ 756,470

In the ~~three~~six months ended ~~March 28,~~December 26, 2020, the Company repurchased approximately ~~2.8 million~~149.8 thousand shares of its common stock for approximately ~~$157.0~~$9.2 million. As of ~~March 28,~~December 26, 2020, the Company had remaining authorization of ~~$0.8~~$0.7 billion for future share repurchases. ~~The number of shares~~Pursuant to ~~be repurchased and~~ the ~~timing of such repurchases will be based on several factors, including the price~~terms of the ~~Company’s common stock and general market and business conditions.~~ADI Merger Agreement, the Company suspended the repurchase program on July 13, 2020, the date we announced our planned merger with ADI.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

~~None.~~Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 13, 2020 contained a typographical error. A corrected copy of the exhibit is filed as Exhibit 10.1 hereto.

ITEM 6: EXHIBITS

(a) Exhibits



~~31.1~~10.1			Maxim Integrated Products, Inc. Amended and Restated Change in Control Employee Severance Plan for U.S. Employees
31.1			Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act (1)⁽¹⁾
31.2			Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act (1)⁽¹⁾
32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (1)⁽¹⁾
32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (1)⁽¹⁾
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾
101.SCH			Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾

(1) Filed or furnished herewith.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


January 27, 2021		MAXIM INTEGRATED PRODUCTS, INC.

~~April 29, 2020~~		~~MAXIM INTEGRATED PRODUCTS, INC.~~

	By:/s/ Brian C. White
		Brian C. White
		Senior Vice President, Chief Financial Officer



	March 28, 2020			June 29, 2019
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,638,667		$	1,757,342
Short-term investments	47,109			140,990
Total cash, cash equivalents and short-term investments	1,685,776			1,898,332
Accounts receivable, net of allowances of $617 at March 28, 2020 and $148 at June 29, 2019	378,273			360,016
Inventories	220,686			246,512
Other current assets	25,288			34,640
Total current assets	2,310,023			2,539,500
Property, plant and equipment, net	564,636			577,722
Intangible assets, net	44,642			56,242
Goodwill	532,251			532,251
Other assets	97,383			38,267
TOTAL ASSETS	$	3,548,935		$	3,743,982

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	83,519		$	84,335
Price adjustment and other revenue reserves	111,235			100,490
Income taxes payable	39,809			33,765
Accrued salary and related expenses	122,220			118,634
Accrued expenses	31,143			33,943
Total current liabilities	387,926			371,167
Long-term debt	993,663			992,584
Income taxes payable	434,415			469,418
Other liabilities	112,988			65,537
Total liabilities	1,928,992			1,898,706

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common stock and capital in excess of par value	267			272
Retained earnings	1,632,325			1,856,358
Accumulated other comprehensive loss	(12,649		)	(11,354		)
Total stockholders’ equity	1,619,943			1,845,276
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,548,935		$	3,743,982



	Three Months Ended March 28, 2020
	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, December 28, 2019	269,743		$	270		$	—		$	1,737,528		$	(11,289	)	$	1,726,509
Net income	—		—			—			161,190			—			161,190
Other comprehensive income (loss), net	—		—			—			—			(1,360		)	(1,360		)
Repurchase of common stock	(2,812	)	(3		)	(19,679		)	(137,321		)	—			(157,003		)
Net issuance of restricted stock units	360		—			(11,570		)	—			—			(11,570		)
Stock options exercised	272		—			7,810			—			—			7,810
Stock-based compensation	—		—			23,439			—			—			23,439
Dividends paid, $0.48 per common share	—		—			—			(129,072		)	—			(129,072		)
Balance, March 28, 2020	267,563		$	267		$	—		$	1,632,325		$	(12,649	)	$	1,619,943



	Nine Months Ended March 28, 2020
	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, June 29, 2019	271,852		$	272		$	—		$	1,856,358		$	(11,354	)	$	1,845,276
Net income	—		—			—			447,396			—			447,396
Other comprehensive income (loss), net	—		—			—			—			(1,295		)	(1,295		)
Repurchase of common stock	(6,296	)	(5		)	(78,235		)	(280,272		)	—			(358,512		)
Cumulative-effect adjustment for adoption of ASU 2016-02	—		—			—			(2,053		)	—			(2,053		)
Net issuance of restricted stock units	1,017		—			(29,136		)	—			—			(29,136		)
Stock options exercised	588		—			16,630			—			—			16,630
Stock-based compensation	—		—			72,206			—			—			72,206
Common stock issued under Employee Stock Purchase Plan	402		—			18,535			—			—			18,535
Dividends paid, $1.44 per common share	—		—			—			(389,104		)	—			(389,104		)
Balance, March 28, 2020	267,563		$	267		$	—		$	1,632,325		$	(12,649	)	$	1,619,943



	Three Months Ended March 30, 2019
	Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, December 29, 2018	274,326		$	279	$	—		$	1,766,471		$	(11,336	)	$	1,755,414
Net income	—		—		—			130,613			—			130,613
Other comprehensive income (loss), net	—		—		—			—			866			866
Repurchase of common stock	(2,210	)	—		(18,411		)	(98,580		)	—			(116,991		)
Net issuance of restricted stock units	402		—		(9,582		)	—			—			(9,582		)
Stock options exercised	177		—		5,143			—			—			5,143
Stock-based compensation	—		—		22,850			—			—			22,850
Dividends paid, $0.46 per common share	—		—		—			(125,566		)	—			(125,566		)
Balance, March 30, 2019	272,695		$	279	$	—		$	1,672,938		$	(10,470	)	$	1,662,747



	Nine Months Ended March 30, 2019
	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares			Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, June 30, 2018	278,664			$	279	$	—		$	1,945,646		$	(14,985	)	$	1,930,940
Net income	—			—		—			459,928			—			459,928
Other comprehensive income (loss), net	—			—		—			—			4,515			4,515
Repurchase of common stock	(8,032	)		—		(82,155		)	(354,892		)	—			(437,047		)
Cumulative-effect adjustment for adoption of ASU 2016-01	—		—	—		—			2,487			—			2,487
Net issuance of restricted stock units	980			—		(23,026		)	—			—			(23,026		)
Stock options exercised	699			—		18,986			—			—			18,986
Stock-based compensation	—			—		65,035			—			—			65,035
Modification of liability to equity instruments ⁽¹⁾	—			—		3,471			—			—			3,471
Common stock issued under Employee Stock Purchase Plan	384			—		17,689			—			—			17,689
Dividends paid, $1.38 per common share	—			—		—			(380,231		)	—			(380,231		)
Balance, March 30, 2019	272,695			$	279	$	—		$	1,672,938		$	(10,470	)	$	1,662,747



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019	4,918,306
Restricted stock units and other awards granted	1,780,422
Restricted stock units and other awards released	(1,337,151	)
Restricted stock units and other awards cancelled	(386,970	)
Balance at March 28, 2020	4,974,607		2.7	$	236,592,309
Outstanding and expected to vest, March 28, 2020	4,176,812		2.6	$	198,649,169



	Nine Months Ended
	March 28, 2020
Supplemental cash flow information
Operating cash flows used for operating leases, in thousands	$	8,759
Weighted-average remaining lease term - operating leases, in years	7
Weighted-average discount rate - operating leases	3.43		%