1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended June 30, 2001

                                       OR

[ ]       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 0-16538

                         MAXIM INTEGRATED PRODUCTS, INC.
             (Exact name of Registrant as specified in its charter)

               Delaware                                   94-2896096
   (State or other jurisdiction of                     (I.R.S. Employer
   Incorporation or organization)                     Identification No.)

                              120 San Gabriel Drive
                           Sunnyvale, California 94086
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (408) 737-7600

                          ----------------------------

           Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
         Title of each class                        on which registered
                 None                                       None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 Par Value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 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 such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes  [X]                             No   [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of August 31, 2001 was approximately $10,656,000,000. Shares of
voting stock held by executive officers, directors and holders of more than 5%
of the outstanding voting stock have been excluded from this calculation because
such persons may be deemed to be affiliates. Exclusion of such shares should not
be construed to indicate that any of such persons possesses the power,
direct or indirect, to control the Registrant, or that any such person is
controlled by or under common control with the Registrant.


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Number of shares outstanding of the Registrant's Common Stock, $.001 par value,
as of August 31, 2001: 331,387,831.

Documents Incorporated By Reference:

Part II of this Report on Form 10-K incorporates information by reference from
the Registrant's Annual Report to Stockholders for the fiscal year ended June
30, 2001. Part III of this Report on Form 10-K incorporates information by
reference from the Registrant's Proxy Statement for its 2001 Annual Meeting of
Stockholders.



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                           FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, that have been made pursuant to and in reliance on the
provisions of the Private Securities Litigation Reform Act of 1995. All
Statements included or incorporated by reference in this Annual Report, other
than statements that are purely historical, are forward-looking statements.

Forward-looking statements may include (a) projections relevant to future
revenue, income, earnings, cash flows, costs, cost savings, capital
expenditures, capital structure or other financial items, (b) statements of
plans, strategies or objectives of the Company's management for future
operations, including, without limitation, plans, strategies or objectives
relating to the Company's products and their development, manufacture, marketing
and sale, and to personnel matters such as recruiting, training and retaining
employees (c) statements of future economic performance, and (d) statements of
any assumptions underlying or relating to any of the foregoing. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
variations of such words and similar expressions relating to the future identify
forward-looking statements.

All forward-looking statements are based on the Company's current outlook,
expectations, estimates, projections, beliefs and plans or objectives about its
business and its industry. These statements are not guarantees of future
performance and are subject to risk and uncertainty. Actual results may differ
materially from those predicted or implied in any such forward-looking
statements.

Risks and uncertainties that could cause actual results to differ materially
include those set forth throughout this Form 10-K and in the documents
incorporated herein by reference. Particular attention should be paid to the
section entitled "Trends, Risks and Uncertainties" at pages 12 through 18 below
and to the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report to
Stockholders, which is incorporated herein by reference.

The Company undertakes no obligation to update any forward-looking statement,
whether as a result of new information relating to existing conditions, future
events or otherwise. Readers are cautioned not to place undue reliance on such
statements, which speak only as of the date of this Annual Report on Form 10-K.
Readers should carefully review future reports and documents that the Company
files from time to time with the Securities and Exchange Commission, such as its
quarterly reports on Form 10-Q (particularly Management's Discussion and
Analysis of Financial Condition and Results of Operations) and any current
reports on Form 8-K.


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                                     PART I

ITEM 1. BUSINESS

Maxim Integrated Products, Inc. ("Maxim" or the "Company") designs, develops,
manufactures, and markets a broad range of linear and mixed-signal integrated
circuits, commonly referred to as analog circuits. The Company also provides a
range of high-frequency design processes and capabilities that can be used in
custom design. The analog market is highly fragmented and characterized by many
diverse applications, a great number of product variations, and, as to many
circuit types, relatively long product life cycles. Maxim's objective is to
develop and market both proprietary and industry-standard analog integrated
circuits that meet the increasingly stringent quality standards demanded by
customers. Based on product announcements by its competitors, Maxim believes
that in the past 18 years it has developed more products for the analog market,
including proprietary and second-source products, than any of its competitors
over the same period.

On April 11, 2001, the Company acquired Dallas Semiconductor Corporation. The
Company issued approximately 41.0 million shares of its common stock in exchange
for all the outstanding common stock of Dallas Semiconductor. In addition, the
Company assumed all stock options to purchase Dallas Semiconductor common stock
for options to purchase approximately 5.9 million shares of the Company's common
stock. The transaction has been accounted for as a pooling-of-interests.
Accordingly, unless specifically stated otherwise, all financial data of the
Company has been restated to include the historical financial data of Dallas
Semiconductor. See Note 3 "Business Combination" of the Notes to Consolidated
Financial Statements as set forth in the Company's Annual Report to Stockholders
for the fiscal year ended June 30, 2001. At the time of the acquisition, Dallas
Semiconductor's product line consisted of 390 proprietary base products sold to
over 15,000 customers worldwide. Applications for those products include battery
management, broadband telecommunications, wireless handsets, cellular base
stations, networking, servers, data storage, and a wide variety of industrial
equipment.

The Company is a Delaware corporation that was originally incorporated in
California in 1983. It is headquartered in Sunnyvale, California. The mailing
address for the Company's headquarters is 120 San Gabriel Drive, Sunnyvale,
California 94086, and the Company's telephone number is (408) 737-7600.
Additional information about the Company is available on the Company's website
at www.maxim-ic.com.

THE ANALOG INTEGRATED CIRCUIT MARKET

All electronic signals 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 partitioning of
signals into linear or digital. There are those, such as memories and
microprocessors, that operate only in the digital domain. There are linear
devices such as amplifiers, references, analog multiplexers, and switches
that operate primarily in the analog domain. Finally, there are mixed-signal
devices that combine linear and digital functions on the same integrated circuit
and interface between the analog and


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digital worlds. Maxim's strategy has been to target both the linear and
mixed-signal markets, often collectively referred to as the analog market. With
the acquisition of Dallas Semiconductor, Maxim has expanded its product
offerings in the mixed signal area, which represented more than 90% of the
revenues of Dallas Semiconductor during its last three fiscal years. In
addition, Maxim has added some Dallas Semiconductor products that are
exclusively or principally digital as well as a significant number of engineers
skilled in digital design and software development. Although the acquisition has
not substantially affected Maxim's strong focus on the linear and mixed signal
market, it has significantly supplemented Maxim's capabilities in the digital
area in ways that should enable development of new products, mixed signal and
other, with very sophisticated digital characteristics. Risks associated with
fulfilling this expectation are discussed in "Item 1., Trends, Risks and
Uncertainties" below.

The Company believes that, compared to the digital integrated circuit market,
the analog market has generally been characterized by a wider range of standard
products used in smaller quantities by a larger number of customers, and in many
cases, by longer product life cycles and lower capital requirements as a result
of generally using more mature manufacturing technologies. The Company believes
that the widespread application of low-cost microprocessor-based systems and of
digital communication technologies has affected the market for analog integrated
circuits by increasing the need for interfaces with the analog world.

The analog market is a highly fragmented group of niche markets, serving
numerous and widely differing applications for instrumentation, industrial
control, data processing, communications, military, video, and selected medical
equipment. For each application, different users may have unique requirements
for circuits with specific resolution, accuracy, linearity, speed, power, and
signal amplitude capability, which results in a high degree of market
complexity. Maxim's products can be used in a variety of applications, but serve
only certain portions of the total analog market.

PRODUCTS AND APPLICATIONS

The Company believes that it addresses the requirements of the market by
providing competitively priced products that add value to electronic equipment
with superior quality and reliability.

The Company's research and development programs emphasize development of
technically innovative proprietary products. In addition, the Company also
develops second source products used for industry-standard parts. In the
Company's fiscal year 2001 product introduction year ending July 28, 2001, the
Company introduced over 500 products compared to over 400 products in the
Company's fiscal year 2000 product introduction year. The Company's products are
available with numerous packaging alternatives, including packages for surface
mount technology.

The following table illustrates the major industries served by the Company and
typical applications for which the Company's products can be used:



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Industry                                    Typical Application
-----------                                 -------------------
                                         
Communications .....................        Broadband Networks
                                            Cable Systems
                                            Cellular Base Stations
                                            Central Office Switches
                                            Direct Broadcast TV
                                            DSL Modems
                                            Fiber Optics
                                            Optical Transceivers
                                            Pagers
                                            PBXs
                                            Phones
                                               o  Cellular/PCS
                                               o  Cordless
                                            Satellite Communications
                                            T1/E1 and T3/E3
                                            Video Communications
                                            Wireless Communications

Industrial Control ...................      Control of
                                               o  Flow
                                               o  Position
                                               o  Pressure
                                               o  Temperature
                                               o  Velocity
                                            Robotics

Instrumentation ......................      Automatic Test Equipment
                                            Analyzers
                                            Data Recorders
                                            Measuring Instruments
                                               o  Electrical
                                               o  Light
                                               o  Pressure
                                               o  Sound
                                               o  Speed
                                               o  Temperature
                                               o  Time
                                            Testers




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Data Processing ......................      Bar-code Readers
                                            Disk Drives
                                            Global Positioning Systems
                                            Hand-Held Computers/PDAs
                                            Mainframes
                                            Personal Computers
                                            Printers
                                            Point of Sale Terminals
                                            Servers
                                            Storage Systems
                                            Tape Drives
                                            Workstations



The Company also sells products for military, video, and selected medical
equipment.

While Maxim's proprietary products have received substantial market acceptance,
Maxim has experienced additional competition as Maxim's competitors have
developed second source products for some of Maxim's successful innovative
proprietary products. Typically in the semiconductor industry, when a
proprietary product becomes second sourced, the credibility of the original
design is enhanced, and there is an opportunity to increase total revenues as
the potential customers' reluctance to design in a sole-source product is
removed, but gross margins may be adversely affected due to increased price
competition.

PRODUCT QUALITY

Maxim places strong emphasis on product quality from initial design through
final quality assurance for the end product. In the product design phase, Maxim
applies a set of circuit design rules that it believes result in enhanced
product reliability. Upon receipt from Maxim's own fabrication facilities or
from silicon foundries, a majority of processed wafers are tested for
conformance with specific parameters. Products are individually tested using
specialized test equipment and complex programs to ensure that they meet data
sheet performance levels. In addition, long-term operating life and mechanical
stress tests are routinely performed on samples to assure continued, long-term
product performance. Maxim is in the process of making the design, fabrication,
test operations, and quality assurance of Dallas Semiconductor consistent with
Maxim's methodologies.

MANUFACTURING

Maxim uses its own wafer fabrication and, to a small extent, silicon foundries
to produce wafers. The majority of processed wafers are subjected to parametric
and functional testing at the Company's facilities. As is customary in the
industry, the Company ships most of its processed wafers to foreign assembly
subcontractors, located in the Philippines, Malaysia, Thailand and South Korea,
where wafers are separated into individual integrated circuits and assembled
into a variety of packages.

After assembly has been completed, the majority of the assembled product is
shipped to the Company's test facilities located in Cavite, the Philippines.
During fiscal 2001, the Company doubled the square footage, which tripled the
manufacturing space at its test facilities in Cavite, the Philippines. This
expansion provided space to accommodate Dallas Semiconductor's offshore test


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and shipping operations. In addition, the Company established wafer sort
operations at this facility with the capacity to electronically test and laser
trim the majority of the Company's wafers. Prior to the merger, product
assembled from wafers manufactured in the Dallas, Texas wafer fabrication
facility was tested primarily at subcontractors located in the Philippines.
Testing for Dallas product was also performed in a test facility located in
Dallas, Texas. At the end of fiscal 2001, the majority of the testing of Dallas
product was transferred to the Company's test facilities located in Cavite, the
Philippines. Except for low volume Dallas product which will continue to be
tested in Dallas, Texas, the Company intends to transfer the testing operations
for remaining Dallas product to the Company's test facilities located in Cavite,
the Philippines during the first quarter of fiscal 2002. The success of this
move will depend in part on the Company's ability to effect the physical move of
very sophisticated equipment and to bring that equipment into efficient
operation quickly.

In fiscal 2001, the Company hired employees and purchased capital equipment for
a second test facility located in Samutprakam, Thailand. It is expected that
this facility, as well as the facility in Cavite, the Philippines, will continue
to expand test capacity as demand dictates. Currently, the Company's facilities
located in Cavite, the Philippines and Samutprakam, Thailand combined have
enough test manufacturing and shipping space to meet the Company's fiscal year
2002 plan, subject always to normal and to unforeseen challenges in effecting
such expansions.

Once testing has been completed, the finished product is either shipped directly
to customers worldwide or to other Company locations for ultimate sale to end
customers.

The broad range of products demanded by the analog integrated circuit market
requires multiple manufacturing process technologies. Many different process
technologies are currently used for wafer fabrication of the Company's products.
Historically, wafer fabrication of analog integrated circuits has not required
the state-of-the-art processing equipment necessary for the fabrication of
advanced digital integrated circuits, although newer processes do utilize and
require some of these facilities and equipment. In addition, hybrid products are
manufactured using a complex multichip technology featuring thin-film,
thick-film, and laser-trimmed resistors.

For the majority of these technologies, the Company relies on its fabrication
facilities in San Jose, California, Beaverton, Oregon, Dallas, Texas and, to a
small extent, manufacturing subcontractors. The Company currently uses four
subcontract silicon foundries that represent less than 5% of wafer production.
None of the subcontractors currently used by Maxim is affiliated with Maxim.

Most of the wafers produced in fiscal 2001 were manufactured at one of the
Company's three wafer fabrication facilities. The Company's wafer fabrication
facility located in Dallas, Texas was originally built in 1986 and expanded in
1989, 1994 and 2001. This facility currently produces six-inch wafers. The
Company is in the process of replacing six-inch production capacity at this
facility with eight-inch wafer production. Once the production of eight-inch
wafers has been fully implemented, it is the Company's intention to discontinue
production of six-inch wafers at this facility. See Note 13 "Merger and Special
Charges" of the Notes to Consolidated Financial Statements as set forth in the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001.
In December 1989, the Company acquired a wafer fabrication facility in
Sunnyvale, California capable of producing 3 micron CMOS and bipolar products.
In May 1994, the Company acquired a mixed-class wafer fabrication facility in
Beaverton, Oregon capable of producing CMOS and bipolar products. In November
1997, the company acquired a sub-micron wafer fabrication


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facility in San Jose, California. The Company transferred production from the
Sunnyvale facility to the Beaverton facility and suspended wafer production at
the Sunnyvale facility in December 1998. The Beaverton, Oregon and San Jose,
California wafer fabrication facilities currently manufacture six-inch wafers.
The Company is in the process of expanding production capacity at its San Jose,
California facility to include eight-inch wafer production. Once this has been
completed, the Company intends to discontinue six-inch wafer production at this
facility. See "Item 2., Properties" below.

In the past and as sometimes happens in the semiconductor industry, the Company
has experienced disruptions in the supply of processed wafers due to quality
problems or failure to achieve satisfactory electrical yields. If the foundries
used by the Company were unwilling or the Company's own internal wafer
fabrication facilities were unable to produce adequate supplies of processed
wafers conforming to the Company's quality standards, the Company's business and
relationships with its customers could be adversely affected.

Due to the relatively lengthy manufacturing cycle, the Company builds some of
its inventory in advance of receiving orders from its customers. As a
consequence of inaccuracies inherent in forecasting, inventory imbalances
periodically occur that result in surplus amounts of some Company products and
shortages of others. Such shortages can adversely affect customer relations and
surpluses can result in larger-than-desired inventory levels, which can
adversely affect the Company's financial position. Excess inventory issues can
also arise when customers cancel orders. Finished products and work in process
for those orders may be unsaleable. See "Item 1., Trends, Risks and
Uncertainties - Factors Affecting Future Operating Results."

SALES AND MARKETING

In the United States and Canada, the Company sells its products through a direct
sales and applications organization in nine regional sales offices and through
its own and other unaffiliated distribution channels. As is customary in the
industry, most domestic distributors are entitled to certain price rebates and
product return privileges.

International sales are conducted by 23 Maxim sales offices, 4 sales
representative organizations and 62 distributors. The Company plans to
consolidate and reorganize the Company's worldwide distribution channels in
fiscal year 2002. The Company sells in both United States dollars and various
foreign currencies. A majority of the Company's international sales are billed
and payable in United States dollars and are therefore not directly subject to
currency exchange fluctuations. A portion of the Company's sales from its United
Kingdom, French, and German affiliates is denominated in the local currencies.
The majority of the sales to customers and distributors located in Japan are
denominated in yen. The Company enters into foreign currency forward contracts
to protect the United States dollar value of its firm sales commitments and net
monetary assets. Changes in the relative value of the dollar, however, may
create pricing pressures for Maxim's products. In addition, various forms of
protectionist trade legislation have been proposed in the United States and
certain foreign countries. A change in current tariff structures or other trade
policies could adversely affect the Company's foreign marketing strategies. In
general, payment terms for foreign customers, distributors and others, are
longer than for U.S. customers, and certain major foreign customers generally
pay for product well beyond the scheduled payment dates. As is customary in the
semiconductor industry, the Company's domestic distributors may market products
competitive with Maxim's.


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International sales accounted for approximately 57%, 53%, and 53% of net
revenues in fiscal 2001, 2000 and 1999, respectively. (See Note 12 "Segment
Information" of the Notes to Consolidated Financial Statements as set forth in
the Company's Annual Report to Stockholders for the fiscal year ended June 30,
2001.)

The Company also sells product directly to original equipment manufacturers. In
particular, the Company has a long-term supply arrangement with Tektronix, Inc.
for the supply of products manufactured by Tektronix prior to its sale in May
1994 of its integrated circuits operation ("ICO") to the Company and for new
designs created by Tektronix. This arrangement expires in May 2004, after which
it becomes a month to month arrangement.

As of June 30, 2001, the Company's backlog was approximately $234 million as
compared to approximately $587 million at June 24, 2000. The Company includes in
its backlog customer-released orders with firm schedules for shipment within the
next 12 months. As is customary in the semiconductor industry, these orders may
be canceled in most cases without penalty to the customers. In addition, the
Company's backlog includes orders from domestic distributors as to which
revenues are not recognized until the products are sold by the distributors.
Accordingly, the Company believes that its backlog at any time should not be
used as a measure of future revenues. All of the backlog numbers have been
adjusted to be net of cancellations and estimated future U.S. distribution ship
and debit pricing adjustments.

The Company warrants its products to its customers generally for 12 months from
shipment, but in certain cases for longer periods. Warranty expense to date has
been minimal.

RESEARCH AND DEVELOPMENT

The Company believes that research and development is critical to its future
success. Objectives for the research and development function include definition
and design of innovative proprietary products that meet customer needs,
development of second-source products, design of parts for high yield and
reliability, and development of manufacturing processes and advanced packaging
to support an expanding product line.

Due to the research and development plans of the Company and the shortage of
qualified design engineering talent, the Company does not always have the number
of engineers required to meet its research and development goals.

Research and development expenses were approximately $280.2 million, $216.8
million, and $145.8 million in fiscal 2001, 2000, and 1999, respectively.

COMPETITION

The analog integrated circuit industry is intensely competitive, and virtually
all major semiconductor companies presently compete with, or conceivably could
compete with, some segment of the Company's business. Maxim's competitors are
Anadigics Inc., Analog Devices, Inc., Applied Micro Circuits Corporation,
Conexant Systems Inc., Infineon Technologies AG, Intersil Corporation, Linear


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Technology Corporation, Lucent Technologies, Micrel Inc., Microchip Technology
Inc., Mitsubishi Corporation, Mitsui & Co. Ltd., Motorola Inc., National
Semiconductor Corporation, ON Semiconductor Corporation, Philips Electronics
N.V., RF Micro Devices Inc., Ricoh Company Ltd., Seiko Corporation, Semtech
Corporation, STMicroelectronics N.V., Siliconix Inc., Sipex Corporation, Texas
Instruments Inc., Vitesse Semiconductor Corporation and others, including
start-up companies. Some of Maxim's competitors have substantially greater
financial, manufacturing, and marketing resources than the Company, and some of
Maxim's competitors have greater technical resources. The Company believes it
competes favorably with these corporations primarily on the basis of technical
innovation, product definition, quality, and service. There can be no assurance
that competitive factors will not adversely affect the Company's future
business.

PATENTS, LICENSES, AND OTHER INTELLECTUAL PROPERTY RIGHTS

The Company relies primarily upon know-how, rather than on patents, to develop
and maintain its competitive position. There can be no assurance that others
will not develop or patent similar technology or reverse engineer the Company's
products or that the confidentiality agreements with employees, consultants,
silicon foundries and other suppliers and vendors will be adequate to protect
the Company's interests.

The Company currently owns 420 U.S. patents and 90 foreign patents with
expiration dates ranging from 2001 to 2019. In addition, the Company has applied
for 163 U.S. patents, a large number of which have corresponding patent
applications in multiple foreign jurisdictions. It is the Company's policy to
seek patent protection for significant inventions that may be patented, though
the Company may elect, in appropriate cases, not to seek patent protection even
for significant inventions if other protection, such as maintaining the
invention as a trade secret, is considered more advantageous. In addition, the
Company has registered certain of its mask sets under the Semiconductor Chip
Protection Act of 1984.

There can be no assurance that any patent will issue on pending applications or
that any patent issued will provide substantive protection for the technology or
product covered by it. The Company believes that patent and mask work protection
is of less significance in its business than experience, innovation, and
management skill.

Maxim has registered several of its trademarks with the U.S. Patent and
Trademark Office and in foreign jurisdictions.

Maxim is a party to a number of licenses, including patent licenses and other
licenses obtained from Tektronix in connection with its acquisition of
Tektronix's ICO in May 1994.

Due to the many technological developments and the technical complexity of the
semiconductor industry, it is possible that certain of the Company's designs or
processes may involve infringement of patents or other intellectual property
rights held by others. From time to time, the Company has received, and in the
future may receive, notice of claims of infringement by its products on
intellectual property rights of third parties. (See "Item 1., Trends, Risks and
Uncertainties - Intellectual Property Litigation and Claims," and "Legal
Proceedings") If any such infringements were to exist, the Company might be
obligated to seek a license from the holder of the rights and


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might have liability for past infringement. In the past, it has been common
semiconductor industry practice for patent holders to offer licenses on
reasonable terms and rates. Although in some situations, typically where the
patent directly relates to a specific product or family of products, patent
holders have refused to grant licenses, though the practice of offering licenses
appears to be generally continuing. However, no assurance can be given that the
Company will be able to obtain licenses as needed in all cases or that the terms
of any license that may be offered will be acceptable to Maxim. In those
circumstances where an acceptable license is not available, the Company would
need either to change the process or product so that it no longer infringes or
else stop manufacturing the product or products involved in the infringement.

ENVIRONMENTAL REGULATION

Federal, state, and local regulations impose a variety of environmental controls
on the storage, handling, discharge and disposal of certain chemicals and gases
used in semiconductor manufacturing. The Company's facilities have been designed
to comply with these regulations, and it believes that its activities are
conducted in material compliance with such regulations. There can be no
assurance, however, that interpretation and enforcement of current or future
environmental regulations will not impose costly requirements upon the Company.
Any failure of the Company to control adequately the storage, use, and disposal
of regulated substances could result in future liabilities.

Increasing public attention has been focused on the environmental impact of
electronic manufacturing operations. While the Company to date has not
experienced any materially adverse effects on its business from environmental
regulations, there can be no assurance that changes in such regulations will not
have a materially adverse effect on the Company's financial position or results
of operations.

EMPLOYEES

The supply of skilled engineers required for Maxim's business is limited, and
competition for such personnel is intense. The Company's growth also requires
the hiring or training of additional middle-level managers. If the Company is
unable to hire, retain, and motivate qualified technical and management
personnel, its operations and financial results will be adversely affected.

None of the Company's employees is subject to a collective bargaining agreement.

As of June 30, 2001, Maxim had 6,317 employees, including Dallas Semiconductor
employees.

TRENDS, RISKS AND UNCERTAINTIES

An investment in the securities of Maxim involves certain risks. In evaluating
the Company and its business, prospective investors should give careful
consideration to the factors listed below, in addition to the information
provided elsewhere in this Annual Report on Form 10-K, in the documents
incorporated herein by reference and in other documents filed with the
Securities and Exchange Commission.


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Factors Affecting Future Operating Results

The Company's future operating results are difficult to predict and may be
affected by a number of factors.

The semiconductor market has historically been cyclical and subject to
significant economic downturns at various times. After a period of increasing
demand that extended through fiscal 2000, more recently the semiconductor
industry, including the portions in which the Company participates, has been
experiencing dramatically decreased demand. Although some of the causes of this
decrease are known, including significant excess inventories in the hands of
equipment manufacturers and other potential customers, it remains unclear what
all the causes may be and for what period the decrease in demand will continue.
Maxim's ability to achieve future revenue growth depends on whether, and the
extent to which, demand for its products increases and reflects real end user
demand and whether customer cancellations and delays of outstanding orders
decrease.

Other key factors affecting the Company's revenues and operating results that
could cause actual results to differ materially from past or predicted results
include the timing of new product announcements or introductions by the Company
and its competitors, competitive pricing pressures, fluctuations in
manufacturing yields and manufacturing efficiency, adequate availability of
wafers and other materials and manufacturing capacity, changes in product mix,
and economic conditions in the United States and international markets. As a
result of these and other factors, there can be no assurance that the Company
will not experience material fluctuations in its future operating results on a
quarterly or annual basis.

The Company's ability to realize its quarterly revenue goals and projections is
affected to a significant extent by its ability to match inventory and current
production mix with the product mix required to fulfill orders on hand and
orders received within a quarter for delivery in that quarter (referred to as
"turns business"). This issue, which has been one of the distinguishing
characteristics of the analog integrated circuit industry, results from the very
large number of individual parts offered for sale and the very large number of
customers combined with limitations on Maxim's and its customers' ability to
forecast orders accurately and relatively lengthy manufacturing cycles. Because
of this extreme complexity in the Company's business, no assurance can be given
that the Company will achieve a match of inventory on hand, production units,
and shippable orders sufficient to realize quarterly or annual revenue goals.

In addition, in certain markets where end-user demand may be particularly
volatile and difficult to predict, such as notebook computers and telephones,
some Maxim customers place orders that require Maxim to manufacture product and
have it available for shipment, even though the customer is unwilling to make a
binding commitment to purchase all, or even any, of the product. At any given
time, this situation could affect a portion of the Company's backlog. As a
result, in any quarterly fiscal period, the Company is subject to the risk of
cancellation of orders leading to a sharp fall-off of sales and backlog.
Further, those orders may be for products that meet the customer's unique
requirements so that those cancelled orders would, in addition, result in an
inventory of unsaleable products, resulting in potential inventory write-offs.
Because of lengthy manufacturing cycles for certain of the products subject to
these uncertainties, the amount of unsaleable product could be substantial. The
Company routinely estimates inventory reserves required for such product. Actual


                                       13
   14

results may differ from these reserve estimates, and such differences may be
material to Maxim's financial condition, gross margins, and results of
operations.

Dependence on New Products and Process Technologies

The Company's future success will continue to depend on its continued ability to
introduce new products and to develop new process technologies. Semiconductor
design and process technology are subject to rapid technological change,
requiring a high level of expenditures for research and development. Design and
process development for the portions of the semiconductor market in which the
Company participates are particularly challenging. The success of new product
introductions is dependent on several factors, including proper new product
selection, timely product introduction, achievement of acceptable production
yields, and market acceptance. From time to time, Maxim has not fully achieved
its new product introduction and process development goals. There can be no
assurance that the Company will successfully develop or implement new process
technologies or that new products will be introduced on a timely basis or
receive substantial market acceptance.

In addition, the Company's growth is dependent on its continued ability to
penetrate new markets where the Company has limited experience and competition
is intense. There can be no assurance that the markets being served by the
Company will grow (in fact, it is natural, for example, that older markets do
saturate and decline); that the Company's existing and new products will meet
the requirements of such markets; that the Company's products will achieve
customer acceptance in such markets; that competitors will not force prices to
an unacceptably low level or take market share from the Company; or that the
Company can achieve or maintain profitability in these markets.

Manufacturing Risks

The fabrication of integrated circuits is a highly complex and precise process.
Minute impurities, contaminants in the manufacturing environment, difficulties
in the fabrication process, defects in the masks used in the wafer manufacturing
process, manufacturing equipment failures, wafer breakage, or other factors can
cause a substantial percentage of wafers to be rejected or numerous dice on each
wafer to be nonfunctional. The Company has from time to time experienced
lower-than-expected production yields, which have delayed product shipments and
adversely affected gross margins. There can be no assurance that the Company
will not experience a decrease in manufacturing yields or that the Company will
be able to maintain acceptable manufacturing yields in the future.

The number of shippable dice per wafer for a given product is critical to the
Company's results of operations. To the extent the Company does not achieve
acceptable manufacturing yields or experiences delays in its wafer fabrication,
assembly or final test operations, its results of operations could be adversely
affected. During periods of decreased demand, fixed wafer fabrication costs
could have an adverse effect on the Company's financial condition, gross
margins, and results of operations.

The Company is currently in the process of upgrading and expanding its wafer
manufacturing capacity at its existing wafer manufacturing facilities in order
to convert to eight-inch wafers and develop new processes in anticipation of
increased customer demand for its products. Should the Company be unsuccessful
in completing this expansion on time or should customer demand fail to


                                       14
   15

increase and the Company no longer needs the additional capacity, the Company's
financial position and results of operations could be adversely impacted.

The Company manufactures over 95% of its wafer production requirements
internally. Given the nature of the Company's products, it would be difficult to
arrange for independent manufacturing facilities to supply such products. Any
prolonged inability to utilize one of the Company's manufacturing facilities as
a result of fire, natural disaster, unavailability of electric power or
otherwise, would have a material adverse effect on the Company's results of
operations.

Competition

The Company experiences intense competition from a number of companies, some of
which have significantly greater financial, manufacturing, and marketing
resources than the Company and some of which have greater technical resources
than the Company and have intellectual property rights to which the Company is
not privy. To the extent that the Company's proprietary products become more
successful, competitors will offer second source products for some of those
products, possibly causing some erosion of profit margins. See "Item 1.,
Business - Competition."

Dependence on Independent Distributors and Sales Representatives

A significant portion of the Company's sales is realized through independent
electronics distributors and a limited portion of the Company's sales is
realized through independent sales representatives that are not under the
control of the Company. A larger percentage of the sales of Dallas Semiconductor
have been through distribution channels than the percentage for pre-acquisition
Maxim. These independent sales organizations generally represent product lines
offered by several companies and thus could reduce their sales efforts applied
to the Company's products or terminate their representation of the Company.
Payment terms for foreign distributors are substantially longer, either
according to contract or by practice, than for U.S. customers. The inability to
collect open accounts could adversely affect the Company's results of
operations. Termination of a significant distributor, whether at the Company's
or the distributor's initiative, could be disruptive to the Company's current
business. If the Company were unable to find suitable replacements, terminations
by significant distributors or representatives could have a material adverse
impact on the Company. See "Item 1., Business - Sales and Marketing."

Dependence on Independent Foundries, Subcontractors, and the Philippines Test
Facility

Although the Company has an internal capability to fabricate most of its wafers,
Maxim remains dependent on outside silicon foundries for a small but important
portion of its wafer fabrication. None of the foundries currently used by Maxim
is affiliated with Maxim. As is typical in the semiconductor industry, from time
to time, the Company has experienced disruptions in the supply of processed
wafers from these foundries due to quality problems, failure to achieve
satisfactory electrical yields, and capacity limitations. Procurement from
foundries is done by purchase order and long-term contracts. If these foundries
are unable or unwilling to produce adequate supplies of processed wafers
conforming to the Company's quality standards, the Company's business and
relationships with its customers for the limited quantities of products produced
by these foundries would be adversely affected. Finding alternate sources of
supply or initiating internal wafer processing for these products would not be
economically feasible.


                                       15
   16

Maxim relies on subcontractors located in the Philippines, Malaysia, Thailand,
and South Korea to separate wafers into individual integrated circuits and
package them. The Company performs wafer sort operations for the majority of its
pre-acquisition wafers and final testing for about two-thirds of its
pre-acquisition Maxim products at a Philippines facility owned by the Company.
Product assembled from wafers manufactured in the Dallas, Texas wafer
fabrication facility was tested primarily at subcontractors located in the
Philippines. Although the Company has transferred the majority of the testing of
Dallas Semiconductor product to the Company's Philippines test facility, no
assurance can be given that the remaining transition will be completed on its
planned schedule and cost. In the past, South Korea and the Philippines have
experienced political disorders, labor disruptions, and natural disasters.
Although the Company has been affected by these problems, none has materially
affected the Company's revenues or costs to date. However, similar problems in
the future or more aggravated consequences of current problems, could affect
deliveries to Maxim of assembled, tested product, possibly resulting in
substantial delayed or lost sales and/or increased expense. The Thailand test
facility performs about one-third of the Company's final testing for
pre-acquisition Maxim products but would not provide sufficient capacity to make
up for a significant disruption in the Philippines test facility. See "Item 1.,
Business - Manufacturing."

Availability of Materials, Supplies, and Subcontract Services

Over the past few years, the semiconductor industry has experienced a very large
expansion of fabrication capacity and production worldwide. As a result of
increasing demand from semiconductor manufacturers, availability of certain
basic materials and supplies, such as polysilicon, silicon wafers, ultra-pure
metals, lead frames and molding compounds, and of subcontract services, like
epitaxial growth and ion implantation and assembly of integrated circuits into
packages, have from time to time, over the past few years, been in short supply
and may be expected to come into short supply again if overall industry demand
increases in the future. Maxim devotes continuous efforts to maintain
availability of all required materials, supplies, and subcontract services.
However, Maxim does not have long-term agreements providing for all of these
materials, supplies, and services, and shortages could occur as a result of
capacity limitations or production constraints on suppliers that could have a
materially adverse effect on Maxim's ability to achieve its planned production.

A number of Dallas Semiconductor products, including nonvolatile SRAMs, use
static memory circuits that are acquired from third parties. The Company
anticipates that from time to time supplies of these circuits may not be
sufficient to meet all customer requested delivery dates for products containing
the circuits. As a result of any such shortages, future sales and earnings from
products using these memory circuits, primarily nonvolatile SRAMs, could be
adversely affected. Additionally, significant fluctuations in the purchase price
for these circuits could affect gross margins for the products involved.

In addition, suppliers of semiconductor manufacturing equipment are sometimes
unable to deliver test and/or fabrication equipment to a schedule that meets the
Company's requirements. Delays in delivery of equipment needed for planned
growth could adversely affect the Company's ability to achieve its manufacturing
and revenue plans in the future.


                                       16
   17

Protection of Proprietary Information

The Company relies primarily upon know-how, rather than on patents, to develop
and maintain its competitive position. There can be no assurance that others
will not develop or patent similar technology or reverse engineer the Company's
products or that the confidentiality agreements upon which the Company relies
will be adequate to protect its interests. Other companies have obtained patents
covering a variety of semiconductor designs and processes, and the Company might
be required to obtain licenses under some of these patents or be precluded from
making and selling the infringing products, if such patents are found to be
valid. There can be no assurance that Maxim would be able to obtain licenses, if
required, upon commercially reasonable terms. See "Item 1., Business - Patents,
Licenses, and Other Intellectual Property Rights," and "Item 1., Trends, Risks
and Uncertainties - Intellectual Property Litigation and Claims."

Intellectual Property Litigation and Claims

The Company is subject to various legal proceedings (See "Item 3., Legal
Proceedings") and other similar claims that involve possible infringement of
patent or other intellectual property rights of third parties. Maxim is
currently a defendant in a lawsuit brought by Linear Technology Corporation in
which Linear alleges that Maxim has willfully infringed Linear Technology
Corporation's patent relating to control circuits and methods for maintaining
high efficiencies over broad current ranges in a switching regulator circuit.
Linear Technology Corporation seeks unspecified actual and treble monetary
damages and a permanent injunction against Maxim. In addition to the above, from
time to time, the Company receives notices that its products or processes may be
infringing the intellectual property rights of others. See "Item 1., Business -
Patents, Licenses, and Other Intellectual Property Rights."

If one or more of the Company's products or processes were determined to
infringe any such intellectual property rights, a court might enjoin the Company
from further manufacture and/or sale of the affected products. The Company would
then need to obtain a license from the holders of the rights and/or to
reengineer the Company's products or processes in such a way as to avoid the
alleged infringement. In any of those cases, there can be no assurance that the
Company would be able to obtain any necessary license on commercially reasonable
terms or that the Company would be able to reengineer its products or processes
to avoid infringement. An adverse result in litigation arising from such a claim
could involve an injunction to prevent the sales of a material portion of the
Company's products, a reduction or the elimination of the value of related
inventories, and the assessment of a substantial monetary award for damages
related to past sales.

Foreign Trade and Currency Exchange

Many of the materials and manufacturing steps in the Company's products are
supplied by foreign companies or by the Company's operations abroad, such as its
test operations in the Philippines. Approximately 57% of the Company's net
revenues in fiscal year 2001 were from foreign customers. Accordingly, both
manufacturing and sales of the Company's products may be adversely affected by
political or economic conditions abroad. In addition, various forms of
protectionist trade legislation have been proposed in the United States and
certain foreign countries. A change in current tariff structures or other trade
policies could adversely affect the Company's foreign manufacturing or marketing
strategies. Currency exchange fluctuations could also increase the cost of
components


                                       17
   18

manufactured abroad and the cost of the Company's products to foreign customers
or decrease the costs of products from the Company's foreign competitors.
Although export sales are subject to government regulation, those regulations
have not caused the Company significant difficulties to date. See "Item 1.,
Business - Manufacturing" and "Item 1., Business - Sales and Marketing."

Dependence on Key Personnel

The Company's success depends to a significant extent upon the continued service
of its president, John F. Gifford, its other executive officers, and key
management and technical personnel, particularly its experienced engineers, and
on its ability to continue to attract, retain, and motivate qualified personnel.
The competition for such employees is intense. The loss of the services of Mr.
Gifford or several of the Company's executive officers could have a material
adverse effect on the Company. In addition, there could be a material adverse
effect on the Company should the turnover rates for engineers and other key
personnel increase significantly or should the Company be unable to continue to
attract qualified personnel.

The Company does not maintain any key person life insurance policy on any of its
officers or employees.

Merger Transition and Integration

The Company acquired Dallas Semiconductor on April 11, 2001. Since that time,
the Company has been in the process of integrating the personnel and operations
of Dallas Semiconductor, with the goals of reducing cost and increasing
efficiency and productivity. That process has been proceeding well in most
regards, but no assurance can be given that the integration will be completed
according to the Company's schedule or that the results of the integration will
be successful.

ITEM 2. PROPERTIES

Maxim's headquarters is located in Sunnyvale, California. Manufacturing and
other operations are conducted in several locations worldwide. The following
table provides certain information as to the Company's principal general offices
and manufacturing facilities.



OWNED
PROPERTY LOCATION                        USE                        FLOOR SPACE
-----------------                        ---                        -----------
                                                              
Sunnyvale,              Corporate headquarters, office space,       319,000 sq. ft.
California              engineering, manufacturing,
                        administration, customer service,
                        shipping, and other

San Jose,               Wafer fabrication, office space, and         80,000 sq. ft
California              administration

Chelmsford,             Engineering, office space, and               30,000 sq. ft
Massachusetts           administration




                                       18
   19


OWNED
PROPERTY LOCATION                        USE                            FLOOR SPACE
-----------------                        ---                            -----------
                                                                  
Beaverton,              Wafer fabrication, engineering,                 226,000 sq. ft
Oregon                  office space, shipping, and administration

Hillsboro,              Engineering, office space, and                  325,000 sq. ft
Oregon                  administration

Dallas,                 Dallas corporate headquarters, office space,    711,000 sq. ft.
Texas                   engineering, manufacturing,
                        administration, wafer fabrication,
                        customer service, warehousing, shipping,
                        and other

Cavite,                 Testing, engineering, office space,             234,000 sq. ft
the Philippines         shipping, and administration


LEASED
PROPERTY LOCATION                           USE                          FLOOR SPACE
-----------------                           ---                          -----------
Sunnyvale,              Engineering and office space                      30,000 sq. ft.
California

Dallas,                 Warehousing and offices                           62,000 sq. ft.
Texas

Samutprakarn Province,  Testing, office space, and administration         25,000 sq. ft.
Thailand


In addition to the leased property listed in the table, the Company also leases
sales offices and other premises at various locations in the United States and
overseas under operating leases. These leases expire at various dates through
the year 2010. The Company anticipates no difficulty in retaining occupancy of
any of its manufacturing, office or sales facilities through lease renewals
prior to expiration or through month-to-month occupancy or in replacing them
with equivalent facilities.

In October of 1999, the Company began construction of a 120,000 square foot
office building at its headquarters, with a parking structure adjacent to the
building. These structures became available for use at the end of fiscal 2001.
The Company expects these buildings and the contiguous land to be adequate for
its business purposes through fiscal year 2002.


                                       19
   20

ITEM 3. LEGAL PROCEEDINGS

Linear Technology Corporation vs. Maxim Integrated Products, Inc. et al., Action
No. C-98-1727 FMS in the Federal District Court for the Northern District of
California.

On June 26, 1997, a complaint was filed by Linear Technology Corporation ("LTC")
naming the Company and certain other unrelated parties as defendants. The
complaint alleges that each of the defendants, including the Company, has
willfully infringed, induced infringement and contributorily infringed LTC's
United States Patent 5,481,178 relating to control circuits and methods for
maintaining high efficiencies over broad current ranges in a switching regulator
circuit, all of which has allegedly damaged LTC in an unspecified amount.

The complaint further alleges that the Company's actions have been, and continue
to be, willful and deliberate and seeks a permanent injunction against the
Company as well as unspecified actual and treble damages including costs,
expenses, and attorneys fees.

The Company answered the complaint on October 20, 1997, denying all of LTC's
substantive allegations and counterclaiming for a declaration that LTC's patent
is invalid and not infringed. The parties are still involved in discovery
proceedings. The case has been bifurcated into separate liability and damages
trials, with the issues of liability and willfulness likely to go to jury trial
in calendar year 2002.

The Company has asserted in its answer, and continues to believe, that the
allegations in the complaint are without merit. Although the outcome of a jury
trial involving patents and intellectual property involves complex issues of law
and fact and is therefore inherently uncertain, the Company does not believe
that the ultimate outcome of the matter will have a material adverse effect on
the Company's financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II
                                     -------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001
under the headings "Financial Information - Financial Highlights by Quarter" and
"Corporate Data, Stockholder Information."


                                       20
   21
ITEM 6.  SELECTED FINANCIAL DATA

The information required by this item is incorporated by reference from the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001
under the heading "Financial Information - Selected Financial Data."

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The information required by this item is incorporated by reference from the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001
under the heading "Financial Information - Management's Discussion and Analysis
of Financial Condition and Results of Operations."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is incorporated by reference from the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001
under the subheading "Interest Income and Other, Net," and under the heading
"Financial Information - Management's Discussion and Analysis of Financial
Condition and Results of Operations. "

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is incorporated by reference from the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001
under the headings:

"Financial Information"
    o  Consolidated Balance Sheets
    o  Consolidated Statements of Income
    o  Consolidated Statements of Stockholders' Equity
    o  Consolidated Statements of Cash Flows
    o  Notes to Consolidated Financial Statements
    o  Report of Ernst & Young LLP, Independent Auditors
    o  Financial Highlights by Quarter
    o  The report of KPMG LLP with respect to the consolidated financial
       statements of Dallas Semiconductor Corporation for the year ended
       December 31, 2000 is part of this item and is included in Exhibit 99.1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.


                                       21
   22

                                    PART III
                                    --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Other than as follows, the information required by this item is incorporated by
reference from the Company's Proxy Statement for the 2001 Annual Meeting of
Stockholders under the headings "Proposal 1 - Election of Directors" and
"Compliance with Section 16(A) of the Securities Exchange Act of 1934."

The officers of the Company, including executive officers and other Vice
Presidents, are as follows:



Name                             Age               Position
----                             ---               --------
                                             
John F. Gifford                  60                President, Chief Executive
                                                   Officer and Chairman of
                                                   the Board

Frederick G. Beck                63                Vice President

Tunc Doluca                      43                Vice President

Laszlo V. Gal, Ph.D.             53                Vice President

Robi B. Georges                  43                Vice President

Parviz Ghaffaripour              38                Vice President

Jennifer E. Gilbert              35                Vice President

Alan P. Hale                     40                Vice President

Richard C. Hood                  51                Vice President

Kenneth J. Huening               40                Vice President

Carl W. Jasper                   45                Vice President and
                                                   Chief Financial Officer

Nasrollah Navid, Ph. D.          52                Vice President

Pirooz Parvarandeh               41                Vice President

Charles G. Rigg                  57                Vice President

Robert F. Scheer                 48                Vice President



                                       22
   23


Name                             Age               Position
----                             ---               --------
                                             
Sharon E. Smith-Lenox            49                Corporate Controller and
                                                   Principal Accounting Officer

Vijay Ullal                      42                Vice President



Mr. Gifford, a founder of the Company, has served as Maxim's President, Chief
Executive Officer and Chairman of the Board since the Company's incorporation in
April 1983.

Mr. Beck, a founder of the Company, has served as Vice President since May 1983,
except for a medical leave between December 1991 and January 1994.

Mr. Doluca joined Maxim in October 1984 and was promoted to Vice President in
July 1994. Prior to July 1994, he served in a number of integrated circuit
development positions.

Dr. Gal joined Maxim in April 1999 as Vice President. Prior to joining Maxim, he
was with Applied Micro Circuits Corporation where he served as Vice President of
Engineering from January 1997 to April 1999. Before joining Applied Micro
Circuits Corporation, Dr. Gal's tenure included eleven years at Unisys
Corporation (1983-1994) and three years at Motorola Inc. (1994-1997) in various
technical and management positions.

Mr. Georges joined Maxim in June 1983 and was promoted to Vice President in June
2000.

Mr. Ghaffaripour joined Maxim in March 1999 and was promoted to Vice President
in January 2001. Prior to joining Maxim, he was with National Semiconductor
Corporation from 1990 to 1999 where he held various technical and management
positions, most recently including that of Product line director for the Audio
Business Unit.

Ms. Gilbert joined Maxim in November 1986 and was promoted to Vice President in
July 2001.

Mr. Hale joined Dallas Semiconductor Corporation in June 1987 and served as Vice
President and Chief Financial Officer of Dallas Semiconductor Corporation since
1992. He became an officer of Maxim upon the consummation of the merger between
the Company and Dallas Semiconductor Corporation in April 2001.

Mr. Hood, a founder of the Company, joined the Company in June 1983 and was
promoted to Vice President in February 1997. Prior to February 1997, he served
in a number of engineering and manufacturing positions.

Mr. Huening joined Maxim in December 1983 and was promoted to Vice President in
December 1993. Prior to December 1993, he served in a number of quality
assurance positions.

Mr. Jasper joined Maxim in May 1998 as the Principal Accounting Officer and was
promoted in April 1999 to Vice President and Chief Financial Officer. Prior to
joining Maxim, he was with Read-Rite Corporation from November 1995 to April
1998, where he held the position of Vice President,


                                       23
   24

Corporate Controller, and prior to that was with Ernst & Young LLP from
September 1983 to November 1995.

Dr. Navid joined Maxim in May 1997 as Vice President. Prior to joining Maxim and
since 1980, he was with Philips Semiconductors, where he served in a number of
wireless communications product line management positions.

Mr. Parvarandeh joined Maxim in August 1988 and was promoted to Vice President
in July 1997. Prior to July 1997, he served in a number of integrated circuit
development positions.

Mr. Rigg joined Maxim in August 1996 as managing director and general counsel
and was promoted to Vice President in April 1999. Prior to joining Maxim, he was
with Ropers, Majeski, Kohn and Bentley from 1970 to 1996 where he held various
positions, including director.

Mr. Scheer joined Maxim in June 1983 and was promoted to Vice President in June
1992.

Ms. Smith-Lenox joined Maxim in October 1999 as Principal Accounting Officer.
Prior to joining Maxim, she was with Hewlett Packard Company from September 1983
to October 1999, where she held various management positions in Accounting and
Finance, most recently that of Controller. Prior to that she was with KPMG, San
Francisco from 1980 to 1983.

Mr. Ullal joined Maxim in December 1989 and was promoted to Vice President in
March 1996. Prior to March 1996, he served in a number of wafer fab operation
positions.


ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
Company's Proxy Statement for the 2001 Annual Meeting of Stockholders under the
headings "Executive Compensation" and "Performance Graph."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated by reference from the
Company's Proxy Statement for the 2001 Annual Meeting of Stockholders under the
heading "Security Ownership of Certain Beneficial Owners and Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the
Company's Proxy Statement for the 2001 Annual Meeting of Stockholders under the
heading "Certain Relationships and Related Transactions."


                                       24
   25

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following financial statements are included in the Company's 2001
     Annual Report to Stockholders and are incorporated herein by reference
     pursuant to Item 8:

     (1)  Consolidated Balance Sheets at June 30, 2001 and June 24, 2000.

          Consolidated Statements of Income for each of the three years in the
          period ended June 30, 2001.

          Consolidated Statements of Stockholders' Equity for each of the three
          years in the period ended June 30, 2001.

          Consolidated Statements of Cash Flows for each of the three years in
          the period ended June 30, 2001.

          Notes to Consolidated Financial Statements.

     (2)  The following financial statement schedule is filed as part of this
          Annual Report on Form 10-K and should be read in conjunction with the
          financial statements.

          Schedule II - Valuation and Qualifying Accounts

          All other schedules are omitted because they are not applicable, or
          because the required information is included in the consolidated
          financial statements or notes thereto.

     (3)  Exhibits. See attached Exhibit Index.

(b)  Reports on Form 8-K

     (1)  In the fourth quarter of fiscal 2001, the Company filed with the
          Securities and Exchange Commission a Current Report on Form 8-K. The
          Current Report was dated April 11, 2001 and was filed in connection
          with the merger with Dallas Semiconductor Corporation. No financial
          statements were filed with this Current Report.

     (2)  In the fourth quarter of fiscal 2001, the Company filed with the
          Securities and Exchange Commission Amendment No. 1 to its Current
          Report on Form 8-K dated April 11, 2001. This Current Report on Form
          8-K/A was dated June 8, 2001. Filed with this Current Report on Form
          8-K/A were the audited financial statements and notes thereto included
          in Dallas Semiconductor Corporation's Annual Report on Form 10-K for
          the year ended December 31, 2000 and the Unaudited Pro Forma Combined
          Financial Statements that give effect to the merger of the Company and
          Dallas Semiconductor on a pooling-of-interests basis.


                                       25
   26
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:    September 21, 2001       MAXIM INTEGRATED PRODUCTS, INC.

                                  By: /s/ Carl W. Jasper
                                      ------------------------------------------
                                      Carl W. Jasper
                                      Vice President and Chief Financial Officer
                                      (For the Registrant and as Principal
                                      Financial Officer)


                                  By: /s/ Sharon E. Smith-Lenox
                                      ------------------------------------------
                                      Sharon E. Smith-Lenox
                                      Corporate Controller
                                      (Principal Accounting Officer)



                                       26
   27
                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of John F. Gifford, Carl W. Jasper and
Sharon E. Smith-Lenox as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Report on Form
10-K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

                                       27
   28



Signature                           Title                              Date
---------                           -----                              ----
                                                                 
/s/ John F. Gifford                 President, Chief                   September 21, 2001
----------------------------        Executive Officer and
John F. Gifford                     Chairman of the Board
                                    (Principal Executive Officer)


/s/ Carl W. Jasper                  Vice President and Chief           September 21, 2001
----------------------------        Financial Officer
Carl W. Jasper                      (Principal Financial Officer)


/s/ Sharon E. Smith-Lenox           Corporate Controller               September 21, 2001
--------------------------          (Principal Accounting
Sharon Smith-Lenox                  Officer)


/s/ James R. Bergman                Director                           September 21, 2001
------------------------
James R. Bergman


/s/ B. Kipling Hagopian             Director                           September 21, 2001
------------------------
B. Kipling Hagopian


/s/ Eric P. Karros                  Director                           September 21, 2001
-----------------------------
Eric P. Karros


/s/ M.D. Sampels                    Director                           September 21, 2001
---------------------------
M.D. Sampels


/s/ A.R. Wazzan                     Director                           September 21, 2001
----------------------------
A.R. Wazzan



                                       28

   29
                                  EXHIBIT INDEX



Exhibit
Number                  Description
-------                 -----------
                     
2.1 (1)                 Agreement and Plan of Merger, dated as of January 28, 2001,
                        by and among the Company, MI Acquisition Sub, Inc. and
                        Dallas Semiconductor Corporation

3.1 (2)                 Restated Certificate of Incorporation of the Company, as
                        amended

3.3 (3)                 Amendment to Restated Certificate of Incorporation of the
                        Company as filed with the Delaware Secretary of State on
                        November 18, 1999

3.4 (4)                 Amended and Restated Bylaws of the Company, as amended

4.1                     Reference is made to Exhibits 3.1, 3.3 and 3.4

10.5 (5)                Agreement between John F. Gifford and the Company, dated as
                        of July 14, 1987, as amended and restated(A)

10.6 (6)                Agreement between John F. Gifford and the Company, dated as
                        of March 7, 1991(A)

10.8 (7)                The Company's Form of Indemnity Agreement

10.9 (8)                Asset Purchase Agreement by and between the Company and
                        Tektronix, Inc., dated as of March 31, 1994, as amended,
                        with certain attachments(B)

10.10(5)                Technology Transfer Agreement by and between the Company and
                        Tektronix, Inc., dated May 27, 1994(B)

10.11(5)                The Company's Incentive Stock Option Plan, as amended(A)

10.12(9)                The Company's 1987 Supplemental Stock Option Plan, as
                        amended(A)

------------
(A) Management contract or compensatory plan or arrangement.

(B) Schedules and certain attachments omitted pursuant to Item 601(b) of
Registration S-K. The Company hereby undertakes to furnish supplemental copies
of any of the omitted schedules upon request by the Commission. Certain material
omitted pursuant to the request for confidential treatment by the Company.


                                       29
   30


Exhibit
Number                  Description
-------                 -----------
                     
10.13(9)                The Company's Supplemental Nonemployee Stock Option Plan,
                        as amended(A)

10.14                   The Company's 1987 Employee Stock Participation Plan, as
                        amended(A)

10.15(9)                The Company's 1988 Nonemployee Director Stock Option Plan,
                        as amended(A)

10.16                   The Company's 1996 Stock Incentive Plan, as amended(A)

10.17                   Dallas Semiconductor Corporation - 1993 Officer and Director
                        Stock Option Plan, as amended, together with forms of stock
                        option agreements thereunder

10.18                   Dallas Semiconductor Corporation Amended 1987 Stock Option
                        Plan, together with forms of stock option agreements
                        thereunder

10.19                   Assumption Agreement relating to the Split Dollar Insurance
                        Agreement between Dallas Semiconductor Corporation and Alan
                        P. Hale, dated July 20, 2000, as amended

10.20                   Assumption Agreement relating to the Split Dollar Insurance
                        Agreement between Dallas Semiconductor Corporation and M.D.
                        Sampels, dated July 20, 2000, as amended

10.21                   Form of Shareholder Agreements between Dallas Semiconductor
                        Corporation and employee stockholders, as amended

10.22                   Agreement between Dallas Semiconductor Corporation and Alan
                        P. Hale, dated May 20, 1999, as amended

10.23                   Employment Agreement between Dallas Semiconductor
                        Corporation and Alan P. Hale, dated April 11, 2001

10.24                   Split Dollar Insurance Agreement between Dallas
                        Semiconductor Corporation and Alan P. Hale, dated July 20,
                        2000, as amended


                                       30
   31



Exhibit
Number                  Description
-------                 -----------
                     
10.25                   Split Dollar Insurance Agreement between Dallas
                        Semiconductor Corporation and M.D. Sampels, dated July 20,
                        2000, as amended

10.26                   Assumption Agreement, dated April 11, 2001, relating to
                        Dallas Semiconductor Corporation Executives Retiree Medical
                        Plan, as amended

10.27                   Assumption Agreement, dated April 11, 2001, relating to
                        Dallas Semiconductor Corporation stock options

10.28                   Dallas Semiconductor Corporation Executives Retiree Medical
                        Plan, as amended

10.29                   Form of Indemnification Agreement between Dallas
                        Semiconductor Corporation and its directors and officers

13.1                    Portions of the Annual Report to Stockholders for the fiscal
                        year ended June 30, 2001, incorporated by reference into
                        the Form 10-K

21.1                    Subsidiaries of the Company

23.1                    Consent of Ernst & Young LLP, Independent Auditors

23.2                    Consent of KPMG LLP, Independent Certified Public Accountants

24.1                    Power of Attorney (see page 28)

99.1                    Report of KPMG LLP

--------------------------
(1)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Report on Form 8-K filed with the Securities and
     Exchange Commission on April 12, 2001.

(2)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Annual Report on Form 10-K for the year ended June
     30, 1995 and the Company's Quarterly Report on Form 10-Q for the quarter
     ended December 25, 1999.

(3)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Quarterly Report on Form 10-Q for the quarter ended
     December 30, 2000.

(4)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Quarterly Report on Form 10-Q for the quarter ended
     September 23, 2000.


                                       31
   32

(5)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Annual Report on Form 10-K for the year ended June
     30, 1995.

(6)  Incorporated by reference to the Company's Annual Report on Form 10-K for
     the year ended June 30, 1991.

(7)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 No. 33-19561.

(8)  Incorporated by reference to the Company's Report on Form 8-K filed with
     the Securities and Exchange Commission on June 11, 1994.

(9)  Incorporated by reference to the exhibit with the corresponding exhibit
     number in the Company's Annual Report on Form 10-K for the year ended June
     27, 1998.


                                       32
   33

                         MAXIM INTEGRATED PRODUCTS, INC.
                     SCHEDULE II - VALUATION AND QUALIFYING

                                    ACCOUNTS
                             (amounts in thousands)



                                                          Additions
                                                           Charged
                                       Balance at         to Costs                            Balance at
                                        Beginning            and                                 End
                                        of Period         Expenses      Deductions (1)        of Period
                                        ---------         --------      --------------        ---------
Allowance for doubtful accounts:
                                                                                  
     Year ended June 26, 1999             $ 2,322         $   259          $ 616              $ 1,965

     Year ended June 24, 2000             $ 1,965         $   501          $ 218              $ 2,248

     Year ended June 30, 2001             $ 2,248         $ 1,032          $   0              $ 3,280


(1)  Uncollectible accounts written off.



                                       33