Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period Total Number of
Shares Purchased
(a) Average Price
Paid Per Share (b) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (c) Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
October 30, 2022 through November 26, 2022 1,935,671 $ 155.57 1,894,600 $ 4,635,283,106
November 27, 2022 through December 24, 2022 1,148,599 $ 166.87 1,133,500 $ 4,446,129,504
December 25, 2022 through January 28, 2023 976,588 $ 164.43 957,300 $ 4,288,770,393
Total 4,060,858 $ 160.90 3,985,400 $ 4,288,770,393
(a) Includes 75,458 shares withheld by us from employees to satisfy minimum employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.
(b) The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.
(c) Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions in an aggregate amount of up to $16.7 billion. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.
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ITEM 6. Exhibits
Exhibit No. Description
3.1 Amended and Restated Bylaws of Analog Devices, Inc. , filed as exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on December 8, 2022 and incorporated herein by reference.
10.1† Amendment No. 1 to Third Amended And Restated Credit Agreement dated December 20, 2022.
#10.2† Form of Global Non-Qualified Stock Option Agreement for usage under the Company's Amended and Restated 1996 Stock Incentive Plan adopted December 5, 2022.
#10.3† Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s Amended and Restated 1996 Stock Incentive Plan adopted December 5, 2022.
#10.4† Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 5, 2022.
#10.5† Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company’s 2020 Equity Incentive Plan adopted December 5, 2022.
#10.6† Form of Restricted Stock Unit Agreement for Non-Employee Directors for usage under the Company’s 2020 Equity Incentive Plan adopted December 5, 2022.
#10.7† Form of Financial Metric Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 5, 2022.
#10.8† 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 5, 2022.
#10.9† RSU Equity Award Conversion Agreement.
#10.10 Maxim Integrated Products Form of Global Restricted Stock Unit Agreement effective July 12, 2020 , filed as exhibit 10.28 to Maxim Integrated Products, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 (File No. 1-34192) as filed with the Commission on August 19, 2020 and incorporated herein by reference.
#10.11† RSA Equity Award Conversion Agreement.
#10.12 Maxim Integrated Products, Inc. Form of Global Restricted Stock Agreement , filed as exhibit 10.5 to Maxim Integrated Products, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020 (File No. 1-34192) as filed with the Commission on October 28, 2020 and incorporated herein by reference.
#10.13† MSU Equity Award Conversion Agreement.
#10.14 Maxim Integrated Products, Inc. Form of Global Performance Share Agreement for September 2019 Grants , filed as exhibit 10.1 to Maxim Integrated Products, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2019 (File No. 1-34192) as filed with the Commission on October 30, 2019 and incorporated herein by reference.
#10.15† Form of Performance Restricted Stock Unit Agreement – 2021 Integration Award.
31.1† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2† Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32.2†* Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.**
101.SCH Inline XBRL Schema Document.**
101.CAL Inline XBRL Calculation Linkbase Document.**
101.LAB Inline XBRL Labels Linkbase Document.**
101.PRE Inline XBRL Presentation Linkbase Document.**
101.DEF Inline XBRL Definition Linkbase Document.**
104 Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
† Filed or furnished herewith.
# Indicates management contract or compensatory plan, contract or agreement.
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* The certification furnished in each of Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates each by reference. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
** Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended January 28, 2023 and January 29, 2022, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended January 28, 2023 and January 29, 2022, (iii) Condensed Consolidated Balance Sheets at January 28, 2023 and October 29, 2022, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three months ended January 28, 2023 and January 29, 2022, (v) Condensed Consolidated Statements of Cash Flows for the three months ended January 28, 2023 and January 29, 2022 and (vi) Notes to Condensed Consolidated Financial Statements for the three months ended January 28, 2023.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANALOG DEVICES, INC.
Date: February 15, 2023 By: /s/ Vincent Roche
Vincent Roche
Chief Executive Officer and Chair of the Board of Directors
(Principal Executive Officer)
Date: February 15, 2023 By: /s/ Prashanth Mahendra-Rajah
Prashanth Mahendra-Rajah
Executive Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
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