What changed in this filing

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Item 1. Financial Statements

2022-08-17 compared with 2022-05-18 · 103 added, 95 removed, 413 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

April 30, 2022 May 1, 2021 April 30, 2022 May 1, 2021

Three Months Ended Nine Months Ended

July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021

Revenue $ 3,109,880 $ 1,758,853 $ 8,766,237 $ 4,978,718

25 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

April 30, 2022 May 1, 2021 April 30, 2022 May 1, 2021

Three Months Ended Nine Months Ended

July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021

Net income $ 748,985 $ 503,311 $ 1,812,335 $ 1,314,735

10 unchanged sentences

(in thousands, except share and per share amounts)

April 30, 2022 October 30, 2021

July 30, 2022 October 30, 2021

Current Assets

38 unchanged sentences

(in thousands)

Three Months Ended April 30, 2022

Three Months Ended July 30, 2022

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, JANUARY 29, 2022

BALANCE, APRIL 30, 2022

519,806 $ 86,636 $ 29,400,284 $ 7,820,477 $ ( 207,615 )

5 unchanged sentences

Common stock repurchased ( 5,878 ) ( 980 ) ( 904,993 )

BALANCE, APRIL 30, 2022

BALANCE, JULY 30, 2022

514,341 $ 85,725 $ 28,590,056 $ 8,175,444 $ ( 212,634 )

Six Months Ended April 30, 2022

Nine Months Ended July 30, 2022

Capital in Accumulated

5 unchanged sentences

Dividends declared and paid - $ 2.21 per share

( 1,154,207 )

Issuance of stock under stock plans and other 2,396 400 29,613

2 unchanged sentences

Common stock repurchased ( 13,386 ) ( 2,229 ) ( 2,256,603 )

BALANCE, APRIL 30, 2022

BALANCE, JULY 30, 2022

514,341 $ 85,725 $ 28,590,056 $ 8,175,444 $ ( 212,634 )

3 unchanged sentences

(in thousands)

Three Months Ended May 1, 2021

Three Months Ended July 31, 2021

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, JANUARY 30, 2021 368,894 $ 61,484 $ 4,849,185 $ 7,395,578 $ ( 218,501 )

BALANCE, MAY 1, 2021 368,827 $ 61,472 $ 4,724,493 $ 7,564,054 $ ( 182,915 )

Net income 503,311

2 unchanged sentences

Stock-based compensation expense 41,687

Other comprehensive income 35,586

Other comprehensive loss ( 42,028 )

Common stock repurchased ( 1,009 ) ( 168 ) ( 163,113 )

BALANCE, MAY 1, 2021

BALANCE, JULY 31, 2021

368,214 $ 61,370 $ 4,614,677 $ 7,812,859 $ ( 224,943 )

Six Months Ended May 1, 2021

Nine Months Ended July 31, 2021

Capital in Accumulated

8 unchanged sentences

Common stock repurchased ( 3,311 ) ( 552 ) ( 508,600 )

BALANCE, MAY 1, 2021

BALANCE, JULY 31, 2021

368,214 $ 61,370 $ 4,614,677 $ 7,812,859 $ ( 224,943 )

3 unchanged sentences

(in thousands)

Six Months Ended

April 30, 2022 May 1, 2021

Nine Months Ended

July 30, 2022 July 31, 2021

Cash flows from operating activities:

4 unchanged sentences

Stock-based compensation expense 242,809 118,683

Non-cash impairment charge 91,953 —

Gain on sale of property, plant, and equipment ( 4,352 ) ( 13,557 )

Cost of goods sold for inventory acquired 271,396 —

10 unchanged sentences

Cash flows from financing activities:

Proceeds from revolver 400,000 —

Payments on revolver ( 400,000 ) —

Early termination of debt ( 519,116 ) —

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2022 (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JULY 30, 2022 (UNAUDITED)

(all tabular amounts in thousands except per share amounts and percentages)

14 unchanged sentences

In total, the Company repurchased 14.4 million shares under the ASR at an average price per share of $ 173.77 .

As of April 30, 2022, the Company had repurchased a total of approximately 178.5 million shares of its common stock for approximately $ 10.0 billion under the Company's share repurchase program.

As of April 30, 2022, an additional $ 6.6 billion remains available for repurchase of shares under the current authorized program.

As of July 30, 2022, the Company had repurchased a total of approximately 184.3 million shares of its common stock for approximately $ 10.9 billion under the Company's share repurchase program.

As of July 30, 2022, an additional $ 5.7 billion remains available for repurchase of shares under the current authorized program.

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

1 unchanged sentence

Note 3 – Accumulated Other Comprehensive (Loss) Income

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first six months of fiscal 2022.

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first nine months of fiscal 2022.

Foreign currency translation adjustment Unrealized holding gains (losses) on derivatives Pension plans Total

4 unchanged sentences

Other comprehensive (loss) income ( 31,500 ) ( 471 ) 5,902 ( 26,069 )

April 30, 2022 $ ( 48,267 ) $ ( 126,464 ) $ ( 32,884 ) $ ( 207,615 )

July 30, 2022 $ ( 57,295 ) $ ( 124,225 ) $ ( 31,114 ) $ ( 212,634 )

The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders' Equity with presentation location during each period were as follows:

Three Months Ended Six Months Ended

Comprehensive Income Component April 30, 2022 May 1, 2021 April 30, 2022 May 1, 2021 Location

Three Months Ended Nine Months Ended

Comprehensive (Loss) Income Component July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Location

Unrealized holding (gains) losses on derivatives

13 unchanged sentences

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

Three Months Ended Six Months Ended

April 30, 2022 May 1, 2021 April 30, 2022 May 1, 2021

Three Months Ended Nine Months Ended

July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021

Net Income $ 748,985 $ 503,311 $ 1,812,335 $ 1,314,735

28 unchanged sentences

Balance at April 30, 2022 $ 7,807 $ 53,492

Employee severance and benefit costs — 49,712

Facility closure costs 888 —

Severance and benefit payments ( 4,663 ) ( 44,638 )

Facility closure cost payments ( 1,303 ) —

Effect of foreign currency on accrual — ( 35 )

Balance at July 30, 2022 $ 2,729 $ 58,531

Closure of Manufacturing Facilities

The Company recorded net special charges of $ 66.9 million on a cumulative basis through April 30, 2022 as a result of its decision to consolidate certain wafer and test facility operations acquired as part of the acquisition of Linear Technology Corporation.

The special charges include severance and fringe benefit costs, in accordance with the Company's ongoing benefit plan or statutory requirements at foreign locations, one-time termination benefits for the impacted manufacturing, engineering and selling, marketing, general and administrative (SMG&A) employees and other exit costs.

These one-time termination benefits are being recognized over the future service period required for employees to earn these benefits.

During fiscal 2021, the Company ceased production at its Hillview wafer fabrication facility located in Milpitas, California and determined that this facility met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

See Note 6, Property, Plant and Equipment in these Notes to Condensed Consolidated Financial Statements for amounts reclassified.

The Company recorded net special charges of $ 63.4 million on a cumulative basis through July 30, 2022 as a result of its decision to consolidate certain wafer and test facility operations acquired as part of the acquisition of Linear Technology Corporation.

During the third quarter of fiscal 2022, the Company completed the sale of its Hillview wafer fabrication facility and certain equipment located in Milpitas, California, which were previously classified as held for sale, for approximately $ 31.8 million, which resulted in a gain of $ 4.4 million.

During fiscal 2021, the Company completed the sale of its facility and certain equipment in Singapore, which were previously classified as held for sale, for approximately $ 35.7 million, which resulted in a gain of $ 13.6 million.

Concurrent with the sale, the Company entered into a short-term lease agreement to leaseback a portion of the facility while it completes its transition of related operations to its facilities in Penang, Malaysia and the Philippines, as well as to its outsourced assembly and test partners.

Global Repositioning Actions

The Company recorded net special charges of $ 316.4 million on a cumulative basis through April 30, 2022, as part of the integration of the Acquisition and continued organizational initiatives to better align its global workforce with the Company's long-term strategic plan.

Special charges of $ 95.5 million recognized in the first six months of fiscal 2022 primarily consisted of $ 103.8 million of severance and benefit costs as well as charges recorded from the acceleration of equity awards in connection with the termination of certain employees in manufacturing, engineering and SMG&A roles at sites assumed related to the Acquisition and various locations throughout the world.

The Company recorded net special charges of $ 458.1 million on a cumulative basis through July 30, 2022, as part of the integration of the Acquisition and continued organizational initiatives to consolidate its footprint related to certain manufacturing, engineering, sales, marketing and administrative offices and to better align its global workforce with the Company's long-term strategic plan.

In connection with the Company’s decision during the third quarter of fiscal 2022 to transition its engineering, sales, marketing and administrative activities from its leased property in Santa Clara, California to its owned property in San Jose, California, the Company entered into a sublease agreement for a portion of the leased property and intends to sublease the remainder of this property.

As a result of the sublease transaction, the Company recorded an impairment charge of $ 91.9 million in net special charges which represented the excess carrying value of the associated asset group over its estimated fair value.

The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.

The Company allocated $ 60.6 million, $ 28.1 million and $ 3.2 million of the impairment charge to right of use assets, leasehold improvements and office equipment, respectively.

Special charges also included $ 145.2 million in the first nine months of fiscal 2022 primarily consisting of $ 153.5 million of severance and benefit costs as well as charges recorded from the acceleration of equity awards in connection with the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles at sites assumed related to the Acquisition and various locations throughout the world.

These charges were partially offset by a gain of $ 8.3 million recognized upon the sale of a business.

Note 6 – Property, Plant and Equipment

As of April 30, 2022, Prepaid expenses and other current assets includes the following assets held for sale recorded at the fair value of the asset group, less costs to sell:

Land and buildings $ 40,070

Less accumulated depreciation and amortization ( 13,634 )

Net property, plant and equipment reclassified to Prepaid expenses and other current assets $ 26,436

Note 6 - Commitments and Contingencies

On March 17, 2022, Walter E.

Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim, filed a putative class action in the Court of Chancery of the State of Delaware (C.A.

2022—0255) against the Company and the former directors of Maxim.

The complaint alleges breach of fiduciary duties by the individual defendants in connection with Maxim’s agreement, as part of the merger negotiations with the Company, to suspend Maxim dividends for up to four quarters prior to the closing of the Acquisition.

The complaint further alleges that the Company aided and abetted that alleged breach of fiduciary duties.

The plaintiffs seek damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses.

The Company believes that it and the other defendants have meritorious defenses to these allegations;

however, the Company is currently unable to determine the ultimate outcome of this matter or determine an estimate, or a range of estimates, of potential losses, if any.

Note 7 – Revenue

4 unchanged sentences

When this occurs, the Company reclassifies revenue by end market for prior periods.

Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.

Such reclassifications typically do not materially change the sizing of, or the underlying trends of revenue within, each end market.

Three Months Ended

April 30, 2022 May 1, 2021

July 30, 2022 July 31, 2021

Revenue % of Revenue* Y/Y% Revenue % of Revenue*

4 unchanged sentences

Total revenue $ 3,109,880 100 % 77 % $ 1,758,853 100 %

Six Months Ended

April 30, 2022 May 1, 2021

Nine Months Ended

July 30, 2022 July 31, 2021

Revenue % of Revenue* Y/Y% Revenue % of Revenue*

11 unchanged sentences

Other customers include the U.S.

government, government prime contractors and certain commercial

customers for which revenue is recorded over time.

government, government prime contractors and certain commercial customers for which revenue is recorded over time.

Three Months Ended

April 30, 2022 May 1, 2021

July 30, 2022 July 31, 2021

Channel Revenue % of Revenue* Revenue % of Revenue*

3 unchanged sentences

Total revenue $ 3,109,880 100 % $ 1,758,853 100 %

Six Months Ended

April 30, 2022 May 1, 2021

Nine Months Ended

July 30, 2022 July 31, 2021

Channel Revenue % of Revenue* Revenue % of Revenue*

12 unchanged sentences

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The tables below, set forth by level, presents the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of April 30, 2022 and October 30, 2021.

The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.

As of April 30, 2022 and October 30, 2021, the Company held $ 1,030.1 million and $ 1,315.0 million, respectively, of cash that was

excluded from the tables below.

April 30, 2022

As of July 30, 2022 and October 30, 2021, the Company held $ 951.9 million and $ 1,315.0 million, respectively, of cash that was excluded from the tables below.

July 30, 2022

Fair Value measurement at

5 unchanged sentences

Government and institutional money market funds $ 573,019 $ — $ 573,019

Corporate obligations (1) — 129,941 129,941

Other assets:

3 unchanged sentences

Total liabilities measured at fair value $ — $ 23,677 $ 23,677

(1) The amortized cost of the Company’s investments classified as available-for-sale as of April 30, 2022 was $ 130.0 million.

(1) The Company has master netting arrangements by counterparty with respect to derivative contracts.

20 unchanged sentences

The fair value of these instruments is based upon valuation models using current market information such as strike price, spot rate, maturity date and volatility.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Held for sale assets — The Company has classified the assets held for sale at fair value, which is determined based on the use of appraisals and input from market participants, and as such is considered a Level 3 fair value measurement.

See Note 6, Property, Plant and Equipment , in these Notes to Condensed Consolidated Financial Statements for more information related to held for sale assets.

Assets amd Liabilities Not Recorded at Fair Value on a Recurring Basis

Santa Clara, California leased property asset group — As a result of a sublease transaction involving a leased property in Santa Clara, California during the third quarter of 2022, the Company estimated the fair value of the sublease assets using discounted cash flows from the estimated net sublease rental income discounted at a market rate and recorded an impairment charge which represented the excess carrying value of the asset group associated with the Santa Clara, California leased property over its estimated fair value.

These assets are considered a Level 2 fair value measurement.

See Note 5, Special Charges, Net , in these Notes to Condensed Consolidated Financial Statements for additional information.

Debt — The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a recurring basis.

The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

April 30, 2022 October 30, 2021

July 30, 2022 October 30, 2021

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

22 unchanged sentences

The gain or loss on the derivative is recorded as a component of AOCI in shareholders’ equity and is reclassified into earnings in the same line item on the Consolidated Statements of Income as the impact of the hedged transaction in the same period during which the hedged transaction affects earnings.

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of April 30, 2022 and October 30, 2021 were $ 289.3 million and $ 343.6 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets

as of April 30, 2022 and October 30, 2021 were as follows:

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of July 30, 2022 and October 30, 2021 were $ 296.6 million and $ 343.6 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of July 30, 2022 and October 30, 2021 were as follows:

Fair Value At

Balance Sheet Location April 30, 2022 October 30, 2021

Balance Sheet Location July 30, 2022 October 30, 2021

Forward foreign currency exchange contracts Accrued liabilities $ 19,915 $ 7,113

As of April 30, 2022 and October 30, 2021, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 249.4 million and $ 120.0 million, respectively.

The fair values of these hedging instruments in the Company’s Condensed Consolidated Balance Sheets were immaterial as of April 30, 2022 and October 30, 2021.

The Company estimates $ 14.0 million, net of tax, of settlements on forward foreign currency derivative instruments included in AOCI will be reclassified into earnings within the next twelve months.

As of July 30, 2022 and October 30, 2021, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 222.6 million and $ 120.0 million, respectively.

The fair values of these hedging instruments in the Company’s Condensed Consolidated Balance Sheets were immaterial as of July 30, 2022 and October 30, 2021.

The Company estimates $ 14.8 million, net of tax, of losses on forward foreign currency derivative instruments included in AOCI will be reclassified into earnings within the next twelve months.

All of the Company’s derivative financial instruments are eligible for netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other.

Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's Condensed Consolidated Balance Sheets on a net basis.

As of April 30, 2022 and October 30, 2021, none of the netting arrangements involved collateral.

As of July 30, 2022 and October 30, 2021, none of the netting arrangements involved collateral.

The following table presents the gross amounts of the Company's forward foreign currency exchange contract derivative assets and liabilities and the net amounts recorded in the Company's Condensed Consolidated Balance Sheets:

April 30, 2022 October 30, 2021

July 30, 2022 October 30, 2021

Gross amounts of recognized liabilities $ ( 24,197 ) $ ( 8,404 )

3 unchanged sentences

The counterparties to the agreements relating to the Company’s derivative instruments consist of a number of major international financial institutions with high credit ratings.

Based on the credit ratings of the Company’s counterparties as of April 30, 2022 and October 30, 2021, nonperformance is not perceived to be a material risk.

Based on the credit ratings of the Company’s counterparties as of July 30, 2022 and October 30, 2021, nonperformance is not perceived to be a material risk.

Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency.

2 unchanged sentences

As a result of the above considerations, the Company does not consider the risk of counterparty default to be significant.

For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3, Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements for further information.

Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements for further information.

Note 10 – Inventories

Inventories at April 30, 2022 and October 30, 2021 were as follows:

April 30, 2022 October 30, 2021

Inventories at July 30, 2022 and October 30, 2021 were as follows:

July 30, 2022 October 30, 2021

Raw materials $ 107,395 $ 71,639

5 unchanged sentences

On November 4, 2021, the Maxim March 2023 Notes were redeemed for cash at a redemption price equal to $1,038.23 for each $1,000 principal amount.

On June 23, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Revolving Credit Agreement) with Bank of America, N.A.

as administrative agent and the other banks identified therein as lenders.

The Revolving Credit Agreement provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $ 2.5 billion (subject to certain terms and conditions).

In June 2022, the Company borrowed $ 400.0 million under this revolving credit facility and utilized the proceeds for working capital requirements.

The Company repaid the $ 400.0 million plus interest in July 2022.

As of July 30, 2022, the Company had no outstanding borrowings under this revolving credit facility but may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.

Note 12 – Income Taxes

The Company’s effective tax rates for the three- and six-month periods ended April 30, 2022 and May 1, 2021 were below the U.S.

The Company’s effective tax rates for the three- and nine-month periods ended July 30, 2022 and July 31, 2021 were below the U.S.

statutory tax rate of 21.0 %, due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.

During the first six-months of fiscal 2022, the Company increased acquisition related tax reserves by $ 15.6 million consisting of $ 12.3 million in tax and $ 3.3 million in accrued interest primarily relating to tax audits.

During the first nine months of fiscal 2022, the Company increased acquisition related tax reserves by $ 15.6 million consisting of $ 12.3 million in tax and $ 3.3 million in accrued interest primarily relating to tax audits.

It is reasonably possible that the balance of gross unrecognized tax benefits, including accrued interest and penalties, could decrease by as much as $ 148.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

4 unchanged sentences

The Company's U.S.

federal tax returns prior to the fiscal year ended November 3, 2018 are no longer subject to examination, except for the Maxim pre-Acquisition fiscal years 2015 to 2020 noted above.

federal tax returns prior to the fiscal year ended November 3, 2018 are no longer subject to examination, except for the applicable Maxim pre-Acquisition fiscal years noted above.

Note 13 – New Accounting Pronouncements

10 unchanged sentences

Accounting for Acquired Contract Assets and Contract Liabilities.

Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree.

Under the new guidance (ASC 805-20-30-28), the acquirer should determine what

contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree.

The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date.

9 unchanged sentences

The Company believes the combination creates an expanded suite of top-performing mixed-signal and power management technology offerings and complements the Company's legacy offerings.

The results of operations of Maxim from the Acquisition Date are included in the Company’s Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statement of Shareholders’ Equity for the three- and six-month periods ended April 30, 2022.

During the first half of fiscal 2022, the Company recorded acquisition accounting adjustments of $ 15.3 million to goodwill comprised of $ 19.0 million to income tax payable and $ 1.6 million to accrued liabilities offset by decreases of $ 3.5 million to deferred income taxes and $ 1.8 million to other non-current liabilities.

The Acquisition accounting is not complete and additional information relating to conditions that existed at the Acquisition Date may become known to the

Company during the remainder of the measurement period.

In the nine-month period ended July 30, 2022, the Company recorded acquisition accounting adjustments of $ 15.3 million to goodwill comprised of $ 19.0 million to income tax payable and $ 1.6 million to accrued liabilities offset by decreases of $ 3.5 million to deferred income taxes and $ 1.8 million to other non-current liabilities.

The Acquisition accounting is not complete and additional information relating to conditions that existed at the Acquisition Date may become known to the Company during the remainder of the measurement period.

As of the filing date of this Quarterly Report on Form 10-Q, the Company is still in the process of valuing Maxim's assets, including fixed assets, intangible assets, and liabilities, including related income tax accounting.

The following unaudited pro forma consolidated financial information for the three- and six-month periods ended May 1, 2021 combines the results of the Company for the three- and six-month periods ended May 1, 2021 and the unaudited results of Maxim for the corresponding period.

The following unaudited pro forma consolidated financial information for the three- and nine-month periods ended July 31, 2021 combines the results of the Company for the three- and nine-month periods ended July 31, 2021 and the unaudited results of Maxim for the corresponding period.

The unaudited pro forma consolidated financial information assumes that the Acquisition, which closed on August 26, 2021, was completed on November 3, 2019 (the first day of fiscal 2020).

3 unchanged sentences

Three Months Ended

Six Months Ended

May 1, 2021 May 1, 2021

Nine Months Ended

July 31, 2021 July 31, 2021

$ 2,506,950 $ 7,005,648

4 unchanged sentences

$ 0.89 $ 2.04

Note 15 - Commitments and Contingencies

On March 17, 2022, Walter E.

Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim, filed a putative class action in the Court of Chancery of the State of Delaware (C.A.

2022—0255) against the Company and the former directors of Maxim.

The complaint further alleges that the Company aided and abetted that alleged breach of fiduciary duties.

The plaintiffs seek damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses.

The Company believes that it and the other defendants have meritorious defenses to these allegations;

however, the Company is currently unable to determine the ultimate outcome of this matter or determine an estimate, or a range of estimates, of potential losses, if any.

Note 15 – Subsequent Events

On May 17, 2022, the Board of Directors of the Company declared a cash dividend of $ 0.76 per outstanding share of common stock.

The dividend will be paid on June 9, 2022 to all shareholders of record at the close of business on May 31, 2022 and is expected to total approximately $ 395.1 million.

On August 16, 2022, the Board of Directors of the Company declared a cash dividend of $ 0.76 per outstanding share of common stock.

The dividend will be paid on September 8, 2022 to all shareholders of record at the close of business on August 30, 2022 and is expected to total approximately $ 390.9 million.

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-Q

Item 1. Financial Statements