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Item 9A. Controls and Procedures

2023-11-21 compared with 2022-11-22 · 64 added, 59 removed, 295 unchanged (29% 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 October 29, 2022.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of Analog’s disclosure controls and procedures as of October 28, 2023.

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.

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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 October 29, 2022, 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 28, 2023, our Chief Executive Officer and Interim 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.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of October 28, 2023, 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 October 29, 2022 and October 30, 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 29, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated November 22, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 28, 2023 and October 29, 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 28, 2023, and the related notes and schedule listed in the Index at Item 15(a)(2) and our report dated November 21, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION

Not applicable.

None of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

Information required by this item is contained in our 2023 proxy statement to be filed with the SEC within 120 days after October 29, 2022 and is incorporated herein by reference.

Information required by this item is contained in our 2024 proxy statement to be filed with the SEC within 120 days after October 28, 2023 and, other than the information required by Item 402(v) of Regulation S-K, is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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All other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements or the Notes thereto.

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.

, 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 29, 2016 and incorporated herein by reference.

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

10 unchanged sentences

1-7819) as filed with the Commission on December 8, 2022 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 (including the form of note contained therein), 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.

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 Supplemental Indenture, dated as of June 15, 2017, between Maxim Integrated Products, Inc.

and Wells Fargo Bank, National Association, as trustee (including the form of note contained therein), 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.

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

13 unchanged sentences

1-7819) as filed with the Commission on October 7, 2022 and incorporated herein by reference.

4.13 Fifth Supplemental Indenture, dated as of October 7, 2022, between Maxim Integrated Products, Inc.

and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, filed as exhibit 4.4 to the Company's Current Report on Form 8-K (File No.

1-7819) as filed with the Commission on October 7, 2022 and incorporated herein by reference.

Registration Rights Agreement, dated as of October 7, 2022, between Analog Devices, Inc.

and TD Securities (USA) LLC.

filed as exhibit 4.5 to the Company's Current Report on Form 8-K (File No.

and TD Securities (USA) LLC , filed as exhibit 4.5 to the Company's Current Report on Form 8-K (File No.

1-7819) as filed with the Commission on October 7, 2022, and incorporated herein by reference.

17 unchanged sentences

*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.

Amended and Restate d 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.

Analog Devices, Inc.

Amended and Restated Defe rred Compensation Plan effective as of January 1, 2024.

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

18 unchanged sentences

1-7819) as filed with the Commission on February 15, 2017 and incorporated herein by reference.

*10.14 Form of Global 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 February 2, 2019 (File No.

1-7819) as filed with the Commission on February 20, 2019 and incorporated herein by reference.

*10.15 Form of Performance Restricted Stock Unit Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive Plan , filed as exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 3, 2018 (File No.

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 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 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.

*10.18 Form of Restricted Stock Unit Agreement for Directors for usage under the Company's Amended and Restated 2006 Stock Incentive Plan , filed as exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 2, 2019 (File No.

1-7819) as filed with the Commission on February 20, 2019 and incorporated herein by reference.

*10.19 Form of Linear Integration Performance Restricted Stock Unit Agreement for Employees for usage under the Analog Devices, Inc.

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 herein reference.

Analog Devices, Inc.

41 unchanged sentences

1-7819) as filed with the Commission on May 18, 2022 and incorporated herein by reference.

*10.41 ADI Executive Performance Incentive Plan , filed as exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 (File No.

1-7819) as filed with the Commission on May 18, 2022 and incorporated herein by reference.

Form of Executive Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted June 6, 2022 , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2022 (File No.

2 unchanged sentences

1-7819) as filed with the Commission on August 17, 2022 and incorporated herein by reference.

Form of Global Non-Qualified Stock Option Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 5, 2022 , filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Form of Global Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted December 5, 2022 , filed as exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Form of Restricted Stock Unit Agreement for Non-Employee Directors for usage under the Company's 2020 Equity Incentive Plan adopted December 5, 2022 , filed as exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

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 , filed as exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

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 , filed as exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Form of Relative Total Shareholder Return Performance Restricted Stock Unit Agreement for Employees for usage under the Company's 2020 Equity Incentive Plan adopted April 3, 2023 , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023 (File No.

1-7819) as filed with the Commission on May 24, 2023 and incorporated herein by reference.

RSU Equity Award Conversion Agreement , filed as exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

RSA Equity Award Conversion Agreement , filed as exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

MSU Equity Award Conversion Agreement , filed as exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Form of Performance Restricted Stock Unit Agreement - 2021 Integration Award , filed as exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Amended and Restated 1996 Stock Incentive Plan , filed as exhibit 10.36 to the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2021 (File No.

6 unchanged sentences

1-7819) as filed with the Commission on February 16, 2022 and incorporated herein by reference.

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 , filed as exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

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 , filed as exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

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.

*10.52 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.

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.

6 unchanged sentences

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

*10.56 Analog Devices, Inc.

2022 Employee Stock Purchase Plan, included as Appendix B to the Company’s definitive proxy statement on Schedule 14A (File No.

001-07819) as filed with the Securities and Exchange Commission on January 21, 2022 and incorporated herein by reference.

Amendment No.

1 to Third Amended and Restated Credit Agreement, dated as of December 20, 2022 , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 28, 2023 (File No.

1-7819) as filed with the Commission on February 15, 2023 and incorporated herein by reference.

Amendment No.

2 to Third Amended and Restated Credit Agreement, dated as of July 24, 2023 , filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2023 (File No.

1-7819) as filed with the Commission on August 23, 2023 and incorporated herein by reference.

A nalog Device s , Inc.

Amended & Restated 2022 Employee S tock Purchase Plan.

Offer Letter for Gregory Bryant dated December 14, 2021 , filed as exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 (File No.

1-7819) as filed with the Commission on May 18, 2022 and incorporated herein by reference.

*10.58 2022 First and Second Fiscal Quarters Executive Performance Incentive Plan filed as exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2021 (File No.

1-7819) as filed with the Commission on December 3, 2021 and incorporated herein by reference.

Executive Performance Incentive Plan , filed as exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022 (File No.

1-7819) as filed with the Commission on May 18, 2022 and incorporated by reference herein.

Maxim Integrated Products, Inc.

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.

Maxim Integrated Products, Inc.

Form of Global Restricted Stock Unit 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.

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.

†21 Subsidiaries of the Company.

1 unchanged sentence

†31.1 Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the 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 Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) .

†31.2 Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( Interim Chief Financial Officer).

†32.1 Certification Pursuant to 18 U.S.C.

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†32.2 Certification Pursuant to 18 U.S.C.

Section 1350 (Chief Financial Officer) .

Section 1350 ( Interim Chief Financial Officer).

A nalog Device s, Inc.

Compensation Recovery Policy.

INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.**

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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 29, 2022, October 30, 2021 and October 31, 2020, (ii) Consolidated Balance Sheets as of October 29, 2022 and October 30, 2021, (iii) Consolidated Statements of Shareholders’ Equity for the years ended October 29, 2022, October 30, 2021 and October 31, 2020, (iv) Consolidated Statements of Comprehensive Income for the years ended October 29, 2022, October 30, 2021 and October 31, 2020, (v) Consolidated Statements of Cash Flows for the years ended October 29, 2022, October 30, 2021 and October 31, 2020 and (vi) Notes to Consolidated Financial Statements for the years ended October 29, 2022, October 30, 2021 and October 31, 2020.

(i) Consolidated Statements of Income for the years ended October 28, 2023, October 29, 2022 and October 30, 2021, (ii) Consolidated Balance Sheets as of October 28, 2023 and October 29, 2022, (iii) Consolidated Statements of Shareholders’ Equity for the years ended October 28, 2023, October 29, 2022 and October 30, 2021, (iv) Consolidated Statements of Comprehensive Income for the years ended October 28, 2023, October 29, 2022 and October 30, 2021, (v) Consolidated

Statements of Cash Flows for the years ended October 28, 2023, October 29, 2022 and October 30, 2021 and (vi) Notes to Consolidated Financial Statements for the years ended October 28, 2023, October 29, 2022 and October 30, 2021.

ANALOG DEVICES, INC.

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(dollar amounts in thousands)

Description Balance at Beginning of Period Additions (Reductions) Charged to Income Statement Other Deductions Balance at

Description Balance at Beginning of Period Additions (Reductions) Charged to Income Statement Other Balance at

End of Period

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Vincent Roche

/s/ Prashanth Mahendra-Rajah Executive Vice President, Finance and

Chief Financial Officer

(Principal Financial Officer) November 22, 2022

Prashanth Mahendra-Rajah

/s/ James Mollica Interim Chief Financial Officer November 21, 2023

James Mollica (Principal Financial Officer)

/s/ Michael Sondel Corporate Vice President and Chief

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Chandrakasan Director November 21, 2023

/s/ Tunç Doluca Director November 22, 2022

Evans Director November 22, 2022

/s/ Edward H.

3 unchanged sentences

Golz Director November 21, 2023

Name Title Date

/s/ Stephen Jennings

Director November 21, 2023

Stephen Jennings

/s/ Mercedes Johnson Director November 21, 2023

5 unchanged sentences

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