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Item 9A. Controls and Procedures

2021-12-03 compared with 2020-11-24 · 94 added, 36 removed, 242 unchanged (35% of the section changed)

18 unchanged sentences

Based on this assessment, our management concluded that, as of October 30, 2021, our internal control over financial reporting is effective based on those criteria.

Management excluded from its assessment of the Company's internal control over financial reporting as of October 30, 2021, the internal control over financial reporting of Maxim Integrated Products, Inc.

(Maxim), which was acquired by the Company on August 26, 2021.

This exclusion is consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition.

Total assets and net liabilities of Maxim as of October 30, 2021 (excluding goodwill and other intangible assets, which were included in management's assessment of internal control over financial reporting as of October 30, 2021) were approximately $4,155.2 million and $423.9 million, respectively.

Maxim represented $558.8 million of our consolidated net revenues for the year ended October 30, 2021.

See a discussion of this acquisition in Note 6, Acquisitions, of the Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.

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.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of October 30, 2021, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Maxim Integrated Products, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted $4,155.2 million of total assets and $423.9 million of net liabilities, respectively, as of October 30, 2021 and $558.8 million of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Maxim Integrated Products, Inc.

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 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.

as of October 30, 2021 and October 31, 2020, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated December 3, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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Boston, Massachusetts

November 24, 2020

December 3, 2021

(d) Changes in Internal Controls over Financial Reporting.

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Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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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 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 security ownership of certain beneficial owners and management is contained under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Executive Officers”in our 2022 proxy statement to be filed with the SEC within 120 days after October 30, 2021 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 2022 proxy statement to be filed with the SEC within 120 days after October 30, 2021 and is incorporated herein by reference.

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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 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

Information required by this item is contained under the caption “Proposal 4 — Ratification of Selection of Independent Registered Public Accounting Firm” in our 2022 proxy statement to be filed with the SEC within 120 days after October 30, 2021 and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed as part of this Annual Report on Form 10-K:

1 unchanged sentence

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 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

— Consolidated Statements of Income for the years ended October 30, 2021, October 31, 2020 and November 2, 2019

— Consolidated Statements of Comprehensive Income for the years ended October 30, 2021, October 31, 2020 and November 2, 2019

— Consolidated Balance Sheets as of October 30, 2021 and October 31, 2020

— Consolidated Statements of Shareholders’ Equity for the years ended October 30, 2021, October 31, 2020 and November 2, 2019

— Consolidated Statements of Cash Flows for the years ended October 30, 2021, October 31, 2020 and November 2, 2019

Financial Statement Schedules

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2.1 Agreement and Plan of Merger, dated as of July 26, 2016, by and among Analog Devices, Inc., Linear Technology Corporation and Agreement and Plan of Merger, dated as of July 26, 2016, by and among Analog Devices, Inc., Linear Technology Corporation and Tahoe Acquisition Corp.

Acquisition Corp.

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

12 unchanged sentences

1-7819) as filed with the Commission on December 17, 2018 and incorporated herein by reference.

4.1 Indenture , dated as of June 10, 2010, between Maxim Integrated Products, Inc.

and Wells Fargo Bank, National Association, as trustee , filed as exhibit 4.4 to Maxim Integrated Products, Inc.'s Registration Statement on Form S-3 (File No.

1-34192) as filed with the Commission on June 10, 2010 and incorporated herein by reference.

4.2 Second Supplemental Indenture, dated as of March 18, 2013, between Maxim Integrated Products, Inc.

and Wells Fargo Bank, National Association , as trustee , filed as exhibit 4.1 to Maxim Integrated Products, Inc.'s Current Report on Form 8-K (File No.

1-34192) as filed with the Commission on March 21, 2013 and incorporated herein by reference.

4.3 Indenture, dated as of June 3, 2013, by and between Analog Devices, Inc.

10 unchanged sentences

1-7819) as filed with the Commission on December 5, 2016 and incorporated herein by reference.

4.7 Fourth Supplement al Indenture, dated as of June 15, 2017, between Maxim Integrated Products, Inc.

and Wells Fargo Bank, National Association, as trustee , filed as exhibit 4.1 to Maxim Integrated Products, Inc.'s Current Report on Form 8-K (File No.

1-34192) as filed with the Commission on June 20, 2017 and incorporated herein by reference.

4.8 Supplemental Indenture, dated March 12, 2018, between Analog Devices, Inc.

3 unchanged sentences

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

4.10 Supplemental Indenture, dated October 5, 2021, between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as trustee (including the forms 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 October 5, 2021 and incorporated herein by reference.

4.11 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.

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

*10.6 Fifth Amendment to the Analog Devices, Inc.

Amended and Restate Deferred Compensation Plan , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2021 (File No.

1-7819) as filed with the Commission on August 18, 2021 and incorporated herein by reference.

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

36 unchanged sentences

Amended and Restated 2006 Stock Incentive Plan , filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

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

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

*10.22 Analog Devices, Inc.

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1-7819) as filed with the Commission on February 19, 2020 and incorporated herein by reference.

*10.27 2020 Executive Performance Incentive Plan , filed as exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 2019 (File No.

*10.28 Non-Qualified Performance Stock Option Agreement – CEO Performance Stock Option Award , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-07819) as filed with the Commission on December 17, 2020 and incorporated herein by reference.

*10.29 Form of Performance Restricted Stock Unit Agreement – Integration Award , filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-07819) as filed with the Commission on December 17, 2020 and incorporated herein by reference.

*10.30 Form of Restricted Stock Unit Agreement for Non-Employee Directors for usage under the Company’s 2020 Equity Incentive Plan adopted December 8, 2020, filed as exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.31 Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 8, 2020 , filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.32 Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 8, 2020 , filed as exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.33 Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 8, 2020 , filed as exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.34 Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the 2020 Equity Incentive Plan adopted December 8, 2020 , filed as exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.35 Form of Financial Metric Performance Restricted Stock Unit Agreement for China Employees for usage under the 2020 Equity Stock Incentive Plan adopted December 8, 2020 , filed as exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

†10.36 Amended and Restated 1996 Stock Incentive Plan .

†10.37 Form of Global Restricted Stock Unit Agreement for usage under the Amended and Restated 1996 Stock Incentive Plan .

†10.38 Form of Global Non-Qualified Stock Option Agreement for usage under the Amended and Restated 1996 Stock Incentive Plan .

*10.39 202 1 Executive Performance Incentive Plan , filed as exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2020 (File No.

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

†*10.28 2021 Executive Performance Incentive Plan.

†10.40 2022 First and Second Fiscal Quarters Executive Performance Incentive Plan .

*10.41 Form of Employee Retention Agreement , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2012 (File No.

6 unchanged sentences

1-7819) as filed with the Commission on November 22, 2017 and incorporated herein by reference.

*10.45 Severance Agreement and Release between Analog Devices, Inc.

and Steven Pietkiewicz, dated February 15, 2021 , filed as exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 30, 2021 (File No.

1-7819) as filed with the Commission on February 17, 2021 and incorporated herein by reference.

*10.46 Maxim Integrated Products, Inc.

Amended and Restated Change in Control Employee Severance Plan for U.S.

Based Employees , filed as exhibit 10.1 to Maxim Integrated Products, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 2020 (File No.

1-34192) as filed with the Commission on January 27, 2021 and incorporated herein by reference.

*10.47 Form of Indemnification Agreement for Directors and Officers , filed as exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2008 (File No.

3 unchanged sentences

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

*10.35 Second Amend ed and Restated Credit Agreement, dated as of June 28, 2019, among Analog Devices, Inc., as Borrower, Bank of America, N.A.

*10.49 Third Amended and Restated Credit Agreement, dated as of June 2 3 , 20 21 , among Analog Devices, Inc., as Borrower, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and L/C Issuer , and each lender from time to time party thereto , filed as exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

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

1-7819) as filed with the Commission on June 23, 2021 and incorporated herein by reference.

†21 Subsidiaries of the Company .

18 unchanged sentences

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) Consolidated Statements of Income for the years ended October 31, 2020, November 2, 2019 and November 3, 2018, (ii) Consolidated Balance Sheets as of October 31, 2020 and November 2, 2019, (iii) Consolidated Statements of Shareholders’ Equity for the years ended October 31, 2020, November 2, 2019 and November 3, 2018, (iv) Consolidated Statements of Comprehensive Income for the years ended October 31, 2020, November 2, 2019 and November 3, 2018, (v) Consolidated Statements of Cash Flows for the years ended October 31, 2020, November 2, 2019 and November 3, 2018, (vi) Notes to Consolidated Financial Statements for the years ended October 31, 2020, November 2, 2019 and November 3, 2018.

(i) Consolidated Statements of Income for the years ended October 30, 2021, October 31, 2020 and November 2, 2019, (ii) Consolidated Balance Sheets as of October 30, 2021 and October 31, 2020, (iii) Consolidated Statements of Shareholders’ Equity for the years ended October 30, 2021, October 31, 2020 and November 2, 2019, (iv) Consolidated Statements of Comprehensive Income for the years ended October 30, 2021, October 31, 2020 and November 2, 2019, (v) Consolidated Statements of Cash Flows for the years ended October 30, 2021, October 31, 2020 and November 2, 2019, (vi) Notes to Consolidated Financial Statements for the years ended October 30, 2021, October 31, 2020 and November 2, 2019.

ANALOG DEVICES, INC.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Years ended October 31, 2020, November 2, 2019 and November 3, 2018

Years ended October 30, 2021, October 31, 2020 and November 2, 2019

(dollar amounts in thousands)

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Year ended November 2, 2019 $ 2,284 $ 13,979 $ — $ 7,876 $ 8,387

Year ended October 31, 2020 $ 8,387 $ 1,318 $ — $ 5,355 $ 4,350

Year ended October 30, 2021 $ 4,350 $ 6,065 $ — $ 7,757 $ 2,658

Valuation Allowance for Deferred Tax Asset:

Year ended November 2, 2019 $ 82,280 $ 34,069 $ — $ — $ 116,349

Year ended October 31, 2020 $ 116,349 $ 37,622 $ 159 $ — $ 154,130

Year ended October 30, 2021 $ 154,130 $ 13,714 $ 147,590 (1) $ — $ 315,434

_______________________________________

(1) Represents balances assumed as part of the Acquisition.

FORM 10-K SUMMARY

1 unchanged sentence

ANALOG DEVICES, INC.

December 3, 2021

/s/ Vincent Roche

2 unchanged sentences

(Principal Executive Officer)

November 24, 2020

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

Name Title Date

/s/ Ray Stata Chairman of the Board November 24, 2020

/s/ Vincent Roche President and Chief Executive Officer and Director

(Principal Executive Officer) November 24, 2020

/s/ Ray Stata Chairman of the Board December 3, 2021

/s/ Vincent Roche President and Chief Executive

Officer and Director

(Principal Executive Officer) December 3, 2021

Vincent Roche

1 unchanged sentence

Chief Financial Officer

(Principal Financial Officer) November 24, 2020

(Principal Financial Officer) December 3, 2021

Prashanth Mahendra-Rajah

/s/ Michael Sondel Chief Accounting Officer

(Principal Accounting Officer) November 24, 2020

/s/ Michael Sondel Corporate Vice President and Chief

Accounting Officer

(Principal Accounting Officer) December 3, 2021

Michael Sondel

Champy Director November 24, 2020

Champy Director December 3, 2021

/s/ Anantha P.

Chandrakasan Director November 24, 2020

Evans Director November 24, 2020

Chandrakasan Director December 3, 2021

/s/ Tunç Doluca Director December 3, 2021

Evans Director December 3, 2021

/s/ Edward H.

Frank Director November 24, 2020

Glimcher Director November 24, 2020

/s/ Karen Golz Director November 24, 2020

Little Director November 24, 2020

Frank Director December 3, 2021

/s/ Laurie H.

Glimcher Director December 3, 2021

Golz Director December 3, 2021

Name Title Date

/s/ Mercedes Johnson Director December 3, 2021

Mercedes Johnson

Little Director December 3, 2021

/s/ Kenton J.

Sicchitano Director November 24, 2020

/s/ Susie Wee Director November 24, 2020

Sicchitano Director December 3, 2021

/s/ Susie Wee Director December 3, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures