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Item 9A. Controls and Procedures

2020-11-24 compared with 2019-11-26 · 61 added, 40 removed, 217 unchanged (32% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of November 2, 2019.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of October 31, 2020.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

1 unchanged sentence

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of November 2, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on the evaluation of our disclosure controls and procedures as of October 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Management’s Report on Internal Control Over Financial Reporting.

7 unchanged sentences

Projections of any evaluation of effectiveness to future periods are 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.

Our management assessed the effectiveness of our internal control over financial reporting as of November 2, 2019.

Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2020.

In making this assessment, the company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated 2013 Framework.

Based on this assessment, our management concluded that, as of November 2, 2019, our internal control over financial reporting is effective based on those criteria.

Based on this assessment, our management concluded that, as of October 31, 2020, our internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm that audited the financial statements included in this annual report has issued an attestation report on our internal control over financial reporting.

5 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited Analog Devices, Inc.’s internal control over financial reporting as of November 2, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited Analog Devices, Inc.’s internal control over financial reporting as of October 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Analog Devices, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of November 2, 2019, based on the COSO criteria.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Analog Devices, Inc.

as of November 2, 2019 and November 3, 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended November 2, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated November 26, 2019 expressed an unqualified opinion thereon.

as of October 31, 2020 and November 2, 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated November 24, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

(d) Changes in Internal Controls over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended November 2, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) occurred during the fiscal quarter ended October 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

2 unchanged sentences

Information required by this item relating to our directors and nominees is contained under the caption “Proposal 1 — Election of Directors” contained in our 2021 proxy statement to be filed with the U.S.

Securities and Exchange Commission (the SEC) within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to our executive officers is contained under the caption “EXECUTIVE OFFICERS OF THE REGISTRANT” in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.

Information required by this item relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Securities and Exchange Commission (the SEC) within 120 days after October 31, 2020 and is incorporated herein by reference.

Information required by this item relating to our executive officers is contained under the caption “INFORMATION ABOUT OUR EXECUTIVE OFFICERS” in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.

If applicable, information required by this item relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained under the caption “Delinquent Section 16(a) Reports” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and have posted it in the Corporate Governance section of our website which is located at www.analog.com .

1 unchanged sentence

During fiscal 2020, we made no material change to the procedures by which shareholders may recommend nominees to our Board of Directors, as described in our 2020 proxy statement.

Information required by this item relating to the audit committee of our Board of Directors is contained under the caption “Corporate Governance — Board of Directors Meetings and Committees — Audit Committee” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to the audit committee of our Board of Directors is contained under the caption “Corporate Governance — Board of Directors Meetings and Committees — Audit Committee” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

Information required by this item is contained under the captions “Corporate Governance — Director Compensation” and “Information About Executive Compensation” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item is contained under the captions “Corporate Governance — Director Compensation” and “Information About Executive Compensation” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item relating to security ownership of certain beneficial owners and management is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to securities authorized for issuance under equity compensation plans is contained under the caption “Information About Executive Compensation — Securities Authorized for Issuance Under Equity Compensation Plans” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to security ownership of certain beneficial owners and management is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

Information required by this item relating to securities authorized for issuance under equity compensation plans is contained under the caption “Information About Executive Compensation — Securities Authorized for Issuance Under Equity Compensation Plans” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item relating to transactions with related persons is contained under the caption “Corporate Governance — Certain Relationships and Related Transactions” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to director independence is contained under the caption “Corporate Governance — Determination of Independence” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item relating to transactions with related persons is contained under the caption “Corporate Governance — Certain Relationships and Related Transactions” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

Information required by this item relating to director independence is contained under the caption “Corporate Governance — Determination of Independence” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is contained under the caption “Corporate Governance — Independent Registered Public Accounting Firm Fees and Other Matters” in our 2020 proxy statement to be filed with the SEC within 120 days after November 2, 2019 and is incorporated herein by reference.

Information required by this item is contained under the caption “Corporate Governance — Independent Registered Public Accounting Firm Fees and Other Matters” in our 2021 proxy statement to be filed with the SEC within 120 days after October 31, 2020 and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

The following consolidated financial statements are included in Item 8 of this Annual Report on Form 10-K:

— Consolidated Statements of Income for the years ended November 2, 2019, November 3, 2018 and October 28, 2017

— Consolidated Statements of Comprehensive Income for the years ended November 2, 2019, November 3, 2018 and October 28, 2017

— Consolidated Balance Sheets as of November 2, 2019 and November 3, 2018

— Consolidated Statements of Shareholders’ Equity for the years ended November 2, 2019, November 3, 2018 and October 28, 2017

— Consolidated Statements of Cash Flows for the years ended November 2, 2019, November 3, 2018 and October 28, 2017

— Consolidated Statements of Income for the years ended October 31, 2020, November 2, 2019 and November 3, 2018

— Consolidated Statements of Comprehensive Income for the years ended October 31, 2020, November 2, 2019 and November 3, 2018

— Consolidated Balance Sheets as of October 31, 2020 and November 2, 2019

— Consolidated Statements of Shareholders’ Equity for the years ended October 31, 2020, November 2, 2019 and November 3, 2018

— Consolidated Statements of Cash Flows for the years ended October 31, 2020, November 2, 2019 and November 3, 2018

Financial Statement Schedules

5 unchanged sentences

1-7819) as filed with the Commission on July 29, 2016 and incorporated herein by reference.

2.2 Agreement and Plan of Merger, dated as of July 12, 2020, by and among Analog Devices, Inc., Maxim Integrated Products, Inc.

and Magneto Corp.

, filed as exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

1-7819) as filed with the Commission on July 15, 2020 and incorporated herein by reference.

3.1 Restated Articles of Organization of Analog Devices, Inc., as amended , filed as exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2008 (File No.

21 unchanged sentences

1-7819) as filed with the Commission on March 12, 2018 and incorporated herein by reference.

†4.6 Description of Registrant's Securities .

4.6 Supplemental Indenture, dated April 8, 2020, between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of note contained therein), filed as exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

1-7819) as filed with the Commission on April 8, 2020 and incorporated herein by reference.

4.7 Description of Registrant's Securities , filed as exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 2019 (File No.

1-7819) as filed with the Commission on November 26, 2019 and incorporated herein by reference.

*10.1 Analog Devices, Inc.

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1-7819) as filed with the Commission on August 30, 2017 and incorporated herein by reference.

†*10.5 F ourth Amendment to the Analog Devices, Inc.

Amended and Restated Deferred Compensation Plan .

*10.5 Fourth Amendment to the Analog Devices, Inc.

Amended and Restated Deferred Compensation Plan , filed as exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 2019 (File No.

1-7819) as filed with the Commission on November 26, 2019 and incorporated herein by reference.

*10.6 Trust Agreement for Deferred Compensation Plan dated as of October 1, 2003 between Analog Devices, Inc.

25 unchanged sentences

1-7819) as filed with the Commission on February 28, 2018 and incorporated herein by reference.

*10.16 Form of Relative TSR Performance Restricted Stock Unit Agre ement for Employees for us age under the Company's Amended and Restated 2006 Stock Incentive Plan , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No.

*10.16 Form of Relative TSR Performance Restricted Stock Unit Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive Plan , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No.

1-7819) as filed with the Commission on May 22, 2019 and incorporated herein by reference.

*10.17 F orm of Financial K ey Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's A mended and Restated 2006 Stock Incentive Plan , filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No.

*10.17 Form of Financial Key Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive Plan , filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2019 (File No.

1-7819) as filed with the Commission on May 22, 2019 and incorporated herein by reference.

7 unchanged sentences

1-7819) as filed with the Commission on July 11, 2017 and incorporated by reference herein.

*10.21 Amended and Restated 2019 Executive Performance Incentive Plan , filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 2, 2019 (File No.

*10.21 Analog Devices, Inc.

2020 Equity Incentive Plan , filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (File No.

1-7819), as filed with the Commission on January 24, 2020 and incorporated herein by reference.

*10.22 Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan , filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2020 (File No.