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Item 8. Financial Statements and Supplementary Data

2024-11-26 compared with 2023-11-21 · 302 added, 393 removed, 1086 unchanged (39% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Years ended October 28, 2023, October 29, 2022 and October 30, 2021

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

(thousands, except per share amounts) 2024 2023

14 unchanged sentences

Interest expense 322,227 264,641 200,408

Loss on extinguishment of debt — — 215,150

Interest income ( 78,817 ) ( 41,287 ) ( 6,906 )

3 unchanged sentences

Income before income taxes 1,777,340 3,608,003 3,098,749

Provision for (benefit from) income taxes 293,424 350,188 ( 61,708 )

Provision for income taxes

142,067 293,424 350,188

Net income $ 1,635,273 $ 3,314,579 $ 2,748,561

6 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended October 28, 2023, October 29, 2022 and October 30, 2021

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

(thousands) 2024 2023 2022

16 unchanged sentences

CONSOLIDATED BALANCE SHEETS

October 28, 2023 and October 29, 2022

November 2, 2024 and October 28, 2023

(thousands, except per share amounts) 2024 2023

1 unchanged sentence

Cash and cash equivalents $ 1,991,342 $ 958,061

Short-term investments 371,822 —

Accounts receivable less allowances of $ 7,160 ($ 2,763 in 2023)

16 unchanged sentences

Debt, current

399,636 499,052

Commercial paper notes

547,738 547,224

Accrued liabilities 1,106,070 1,352,608

6 unchanged sentences

Total non-current liabilities 10,063,680 10,028,385

Commitments and contingencies (Note 10)

Shareholders’ Equity

11 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended October 28, 2023, October 29, 2022 and October 30, 2021

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

Capital in Accumulated

6 unchanged sentences

( 1,544,552 )

Issuance of stock under stock plans and other 2,738 355 62,750

Issuance of stock in connection with Acquisition 169,233 28,204 27,725,957

Issuance of stock under stock plans

2,701 449 33,438

Stock-based compensation expense 323,487

Replacement share-based awards issued in connection with Acquisition 194,890

Other comprehensive income

Other comprehensive loss ( 11,587 )

Common stock repurchased ( 18,736 ) ( 3,123 ) ( 3,073,892 )

4 unchanged sentences

( 1,679,106 )

Issuance of stock under stock plans and other 2,701 449 33,438

Issuance of stock under stock plans

3,440 574 118,034

Stock-based compensation expense 299,823

Other comprehensive loss

Other comprehensive income 9,850

Common stock repurchased ( 16,474 ) ( 2,742 ) ( 2,961,213 )

4 unchanged sentences

( 1,795,459 )

Issuance of stock under stock plans and other 3,440 574 118,034

Issuance of stock under stock plans

3,216 536 120,679

Stock-based compensation expense 262,710

1 unchanged sentence

Common stock repurchased ( 3,181 ) ( 530 ) ( 615,060 )

BALANCE, OCTOBER 28, 2023

BALANCE, NOVEMBER 2, 2024

496,297 $ 82,718 $ 25,082,243 $ 10,196,612 $ ( 185,256 )

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended October 28, 2023, October 29, 2022 and October 30, 2021

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

(thousands) 2024 2023 2022

6 unchanged sentences

Stock-based compensation expense 262,710 299,823 323,487

Loss on extinguishment of debt — — 215,150

Non-cash impairment charge

12 unchanged sentences

Cash flows from investing activities:

Purchases of short-term investments ( 438,901 ) — —

Maturities of short-term investments

Additions to property, plant and equipment, net ( 730,463 ) ( 1,261,463 ) ( 699,308 )

Cash received from acquisition of Maxim, net of cash paid — — 2,450,550

Other ( 4,773 ) ( 4,922 ) 41,940

Net cash (used for) provided by investing activities ( 1,266,385 ) ( 657,368 ) 2,143,525

Net cash used for investing activities ( 1,104,858 ) ( 1,266,385 ) ( 657,368 )

Cash flows from financing activities:

1 unchanged sentence

Early termination of debt — ( 65,688 ) ( 519,116 )

Debt repayments ( 499,966 ) — —

Payments on revolver — — ( 400,000 )

2 unchanged sentences

Payments of commercial paper notes ( 10,183,925 ) ( 4,739,900 ) —

Payment on derivative instrument — — ( 153,161 )

Prepayment for stock repurchases — — ( 500,000 )

Dividend payments to shareholders ( 1,795,459 ) ( 1,679,106 ) ( 1,544,552 )

4 unchanged sentences

Effect of exchange rate changes on cash — — ( 34,706 )

Net (decrease) increase in cash and cash equivalents ( 512,511 ) ( 507,392 ) 922,104

Net increase (decrease) in cash and cash equivalents 1,033,281 ( 512,511 ) ( 507,392 )

Cash and cash equivalents at beginning of year 958,061 1,470,572 1,977,964

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended October 28, 2023, October 29, 2022 and October 30, 2021

Years ended November 2, 2024, October 28, 2023 and October 29, 2022

(all tabular amounts in thousands except per share amounts)

10 unchanged sentences

Upon consolidation, all intercompany accounts and transactions are eliminated.

Certain amounts reported in previous years have been reclassified to conform to the presentation for the fiscal year ended October 28, 2023 (fiscal 2023).

Certain amounts reported in previous years have been reclassified to conform to the presentation for the fiscal year ended November 2, 2024 (fiscal 2024).

Such reclassified amounts are immaterial.

The Company’s fiscal year is the 52 -week or 53 -week period ending on the Saturday closest to the last day in October.

Fiscal 2023, the fiscal year ended October 29, 2022 (fiscal 2022) and the fiscal year ended October 30, 2021 (fiscal 2021) were 52 -week fiscal periods.

Fiscal 2024 was a 53 -week fiscal period, while the fiscal year ended October 28, 2023 (fiscal 2023) and the fiscal year ended October 29, 2022 (fiscal 2022) were 52 -week fiscal periods.

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023 and fiscal 2022.

On August 26, 2021 (Acquisition Date), the Company completed the acquisition of Maxim Integrated Products, Inc.

(Maxim), an independent manufacturer of innovative analog and mixed-signal products and technologies.

Pursuant to the Agreement and Plan of Merger, dated as of July 12, 2020 (the Merger Agreement), Maxim stockholders received, for each outstanding share of Maxim common stock, 0.6300 of a share of the Company’s common stock as of the Acquisition Date for total consideration of approximately $ 28.0 billion of the Company's common stock.

The acquisition of Maxim is referred to as the Acquisition.

The consolidated financial statements included in this Annual Report on Form 10-K include the financial results of Maxim prospectively from the Acquisition Date.

See Note 6, Acquisitions , of the Notes to Consolidated Financial Statements for additional information.

Cash and Cash Equivalents

Cash, Cash Equivalents and Short-term Investments

Cash and cash equivalents are highly liquid investments with insignificant interest rate risk and maturities of ninety days or less at the time of acquisition.

Cash and cash equivalents consist primarily of government and institutional money market funds, corporate obligations such as commercial paper and floating rate notes, bonds, demand deposit accounts, money market deposit accounts, and bank time deposits.

Short-term investments have original maturities of greater than ninety days at the time of acquisition.

Cash, cash equivalents and short-term investments consist primarily of government and institutional money market funds, corporate obligations such as commercial paper and floating rate notes, bonds, demand deposit accounts, money market deposit accounts, and bank time deposits.

The Company classifies its investments in readily marketable debt and equity securities as “held-to-maturity,” “available-for-sale” or “trading” at the time of purchase.

There were no transfers between investment classifications in any of the fiscal years presented.

Held-to-maturity securities, which are carried at amortized cost, include only those securities the Company has the positive intent and ability to hold to maturity.

Securities such as bank time deposits, which by their nature are typically held to maturity, are classified as such.

The Company’s other readily marketable cash equivalents are classified as available-for-sale.

Available-for-sale securities are carried at fair value with any material unrealized gains and losses, net of related tax, reported in accumulated other comprehensive (loss) income (AOCI).

The Company’s readily marketable cash equivalents and short-term investments are classified as available-for-sale.

Available-for-sale securities are carried at fair value with unrealized gains and losses, net of related tax, reported in accumulated other comprehensive (loss) income (AOCI).

Adjustments to the fair value of investments classified as available-for-sale are recorded as an increase or decrease in AOCI, unless the adjustment is considered an other-than-temporary impairment, in which case the adjustment is recorded as a charge in the Consolidated Statements of Income.

The Company reviews available-for-sale securities for impairment whenever the fair value of the security is less than its amortized cost.

There were no impairments of investments in any of the fiscal years presented.

The Company reviews available-for-sale securities and evaluates impairment whenever the fair value of the security is less than its amortized cost.

If the Company intends to sell the security or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the Company will write down the security to its fair value at the reporting date, recognizing the difference as a charge in the Consolidated Statements of Income.

If the impairment is partially or wholly due to a credit loss, the Company will recognize the portion of the fair value adjustment due to credit loss in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

2 unchanged sentences

There were no material net realized gains or losses from the sales of available-for-sale investments during any of the fiscal periods presented.

The components of the Company’s cash and cash equivalents as of October 28, 2023 and October 29, 2022 were as follows:

Cash $ 642,081 $ 1,016,027

The components of the Company’s cash and cash equivalents and short-term investments as of November 2, 2024 and October 28, 2023 were as follows:

Cash and Cash Equivalents:

Cash and cash equivalents

$ 1,398,782 $ 642,081

Available-for-sale securities 592,560 315,980

Total cash and cash equivalents $ 1,991,342 $ 958,061

See Note 2j, Fair Value , of the Notes to Consolidated Financial Statements for additional information on the Company’s cash equivalents.

Short-term investments:

Available-for-sale securities

Total short-term investments $ 371,822 $ —

See Note 2j, Fair Value , of the Notes to Consolidated Financial Statements for additional information on the Company’s cash equivalents and short-term investments.

Supplemental Cash Flow Statement Information

3 unchanged sentences

Interest $ 268,192 $ 206,415 $ 172,957

Noncash issuance of common stock for the Acquisition $ — $ — $ 27,754,161

Fair value of partially vested equity replacement awards issued for the Acquisition

$ — $ — $ 194,890

Inventories are valued at the lower of cost (first-in, first-out method) or net realizable value.

4 unchanged sentences

Inventory in excess of saleable amounts is not valued, and the remaining inventory is valued at the lower of cost or net realizable value.

Inventories at October 28, 2023 and October 29, 2022 were as follows:

Inventories at November 2, 2024 and October 28, 2023 were as follows:

Raw materials $ 93,608 $ 128,142

2 unchanged sentences

Total inventories $ 1,447,687 $ 1,642,214

Property, Plant and Equipment

The following table presents details of the Company's property, plant and equipment (PP&E), net of accumulated depreciation:

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property, Plant and Equipment

The following table presents details of the Company’s property, plant and equipment (PP&E), net of accumulated depreciation:

2024 2023 (1)

7 unchanged sentences

_________________________________

(1) Certain amounts previously reported between machinery and equipment and office equipment have been reclassified to conform to the presentation for fiscal 2023.

(1) Certain amounts previously reported between land and buildings and machinery and equipment have been reclassified to conform to the current year presentation.

PP&E is recorded at cost, less allowances for depreciation and amortization.

15 unchanged sentences

If the assets held for sale were carried at fair value, it would be considered a Level 3 fair value measurement, and determined based on the use of appraisals and input from market participants.

During fiscal 2023, the Company ceased usage of its campus facility located in Milpitas, California and determined that the facility met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

The Company determined its campus facility located in Milpitas, California met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

No write-downs to fair value were required upon this determination as the fair value of the asset group, less costs to sell, was greater than the carrying value.

As of October 28, 2023, prepaid expenses and other current assets includes the following assets held for sale:

As of November 2, 2024, prepaid expenses and other current assets includes the following assets held for sale:

Land and buildings $ 62,106

1 unchanged sentence

Net property, plant and equipment reclassified to Prepaid expenses and other current assets $ 41,502

Goodwill and Intangible Assets

The Company evaluates goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable, utilizing either the qualitative or quantitative method.

The Company tests goodwill for impairment at the reporting unit level, which the Company has determined is consistent with its identified operating segments, on an annual basis on the first day of the fourth quarter (on or about July 30) or more frequently if indicators of impairment exist or the Company reorganizes its operating segments or reporting units.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill and Intangible Assets

The Company tests goodwill for impairment at the reporting unit level, which the Company has determined is consistent with its identified operating segments, on an annual basis on the first day of the fourth quarter (on or about August 4th) or more frequently if indicators of impairment exist or the Company reorganizes its operating segments or reporting units.

The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its net book value.

17 unchanged sentences

In order to assess the reasonableness of the calculated values, the aggregate fair values of the reporting units are reconciled to the Company’s total market capitalization, allowing for a reasonable control premium.

In fiscal 2023, the Company used the qualitative method of assessing goodwill for the Company's reporting units.

In fiscal 2022, the Company used a combination of the qualitative and quantitative methods of assessing goodwill for the Company's reporting units.

During fiscal 2024 and fiscal 2023, the Company elected to use the qualitative method of assessing goodwill for all of its reporting units.

In all periods presented, management concluded the reporting units’ fair values exceeded their carrying amounts as of the assessment dates and no risk of impairment existed.

The Company’s next annual impairment assessment will be performed as of the first day of the fourth quarter of the fiscal year ending November 1, 2025 (fiscal 2025) unless indicators arise that would require the Company to reevaluate at an earlier date.

The following table presents the changes in goodwill during fiscal 2023 and fiscal 2022:

Balance at beginning of year $ 26,913,134 $ 26,918,470

Acquisition of Maxim (1)

Foreign currency translation adjustment and other adjustments — ( 20,603 )

Balance at end of year $ 26,913,134 $ 26,913,134

_______________________

(1) See Note 6, Acquisitions , of the Notes to Consolidated Financial Statements for additional information.

ANALOG DEVICES, INC.

4 unchanged sentences

If such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their estimated fair value determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique.

In-process research and development (IPR&D) assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development (R&D) efforts.

Upon completion of the projects, the IPR&D assets are reclassified to technology-based intangible assets and amortized over their estimated useful lives.

As of October 28, 2023 and October 29, 2022, the Company’s intangible assets consisted of the following:

October 28, 2023 October 29, 2022

As of November 2, 2024 and October 28, 2023, the Company’s intangible assets consisted of the following:

November 2, 2024 October 28, 2023

Gross Carrying

7 unchanged sentences

Assembled workforce 1,800 1,800 1,800 1,800

IPR&D — — 28,222 —

$ 18,360,130 $ 7,048,173 $ 18,355,033 $ 5,089,627

Total $ 18,007,374 $ 8,421,910 $ 18,360,130 $ 7,048,173

_________________________________

(1) In fiscal 2022 foreign intangible asset carrying amounts were affected by foreign currency translation.

Amortization expense related to intangible assets was $ 2.0 billion, $ 2.0 billion and $ 843.4 million in fiscal 2023, 2022 and 2021, respectively, and is recorded in cost of sales and amortization of intangibles on the Consolidated Statements of Income.

(1) Backlog-related intangible asset was fully utilized during fiscal 2024.

Amortization expense related to intangible assets was $ 1.7 billion, $ 2.0 billion and $ 2.0 billion in fiscal 2024, 2023 and 2022, respectively, and is recorded in cost of sales and amortization of intangibles on the Consolidated Statements of Income.

The remaining amortization expense will be recognized over the remaining weighted average life of approximately 3.7 years.

14 unchanged sentences

semiconductor manufacturing.

As of October 28, 2023 and October 29, 2022, the Company recognized $ 174.3 million and $ 16.6 million, respectively, in other assets with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets on the Consolidated Balance Sheets.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of November 2, 2024, the Company recorded $ 106.3 million and $ 174.5 million as offsets within current income taxes payable and in other assets , respectively, with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets on the Consolidated Balance Sheet.

As of October 28, 2023, the Company recognized $ 174.3 million in other assets with a corresponding reduction to these fixed asset carrying amounts.

Translation of Foreign Currencies

4 unchanged sentences

Foreign currency transaction gains or losses are included in other, net in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Derivative Instruments and Hedging Agreements

9 unchanged sentences

The gain or loss on the derivatives are reported as a component of AOCI in shareholders’ equity and 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 as of October 28, 2023 and October 29, 2022 was $ 322.6 million and $ 307.1 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Consolidated Balance Sheets as of October 28, 2023 and October 29, 2022 were as follows:

The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of November 2, 2024 and October 28, 2023 was $ 257.0 million and $ 322.6 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Consolidated Balance Sheets as of November 2, 2024 and October 28, 2023 were as follows:

Fair Value At

Balance Sheet Location October 28, 2023 October 29, 2022

Balance Sheet Location November 2, 2024 October 28, 2023

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 780 $ 471

Forward foreign currency exchange contracts Accrued liabilities $ 4,235 $ 9,897

1 unchanged sentence

Changes in the fair value of these undesignated hedges are recognized in other (income) expense immediately as an offset to the changes in the fair value of the asset or liability being hedged.

As of October 28, 2023 and October 29, 2022, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 334.7 million and $ 246.4 million, respectively.

As of November 2, 2024 and October 28, 2023, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 176.8 million and $ 334.7 million, respectively.

Fair Value At

Balance Sheet Location November 2, 2024 October 28, 2023

Undesignated hedges related to forward foreign currency exchange contracts

Prepaid expenses and other current assets $ 6,538 $ 1,469

Undesignated hedges related to forward foreign currency exchange contracts

Accrued liabilities $ 12,044 $ 3,618

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.

As of October 28, 2023 and October 29, 2022, none of the netting arrangements involved collateral.

As of October 28, 2023, none of the Company's forward foreign currency exchange contracts were netted in the Consolidated Balance Sheet.

The following table presents the gross amounts of the Company's forward foreign currency exchange contracts and the net amounts recorded in the Company's Consolidated Balance Sheet as of October 29, 2022:

October 29, 2022

Gross amount of recognized liabilities $ ( 19,846 )

Gross amounts of recognized assets 2,862

Net liabilities offset and presented in the Consolidated Balance Sheets $ ( 16,984 )

As of November 2, 2024 and October 28, 2023, none of the netting arrangements involved collateral.

Interest Rate Exposure Management — The Company’s current and future debt may be subject to interest rate risk.

The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of changes in interest rates.

During fiscal 2019, the Company entered into an interest rate swap agreement which locked in the interest rate for up to $ 1 billion in future debt issuances.

The interest rate swap was designated and qualified as a cash flow hedge.

During fiscal 2021, the Company issued $ 1 billion of 2.100 % Senior Notes due October 2031, and the swap was cash terminated in the amount of $ 153.2 million.

During fiscal 2023, the Company entered into interest rate swap transactions related to its outstanding $ 1,000.0 million aggregate principal amount of 2.1 % senior unsecured notes (the 2031 Notes) where the Company swapped the notional amount of its $ 1,000.0 million of fixed rate debt at 2.1 % into floating interest rate debt through April 1,

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During fiscal 2023, the Company entered into interest rate swap transactions related to its outstanding $ 1.0 billion aggregate principal amount of 2.1 % senior unsecured notes (the 2031 Notes) where the Company swapped the notional amount of its $ 1.0 billion of fixed rate debt at 2.1 % into floating interest rate debt through April 1, 2031.

The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet.

3 unchanged sentences

The gain or loss on the hedged item attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

October 28, 2023

Balance Sheet Location Loss on Swaps Gain on Note

November 2, 2024 October 28, 2023

Balance Sheet Location Loss on Swaps Gain on Note Loss on Swaps Gain on Note

Accrued liabilities $ 36,855 $ — $ 81,602 $ —

Long-term debt

$ — $ 36,855 $ — $ 81,602

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The market risk associated with the Company’s derivative instruments results from currency exchange rate or interest rate movements that are expected to offset the market risk of the underlying transactions, assets and liabilities being hedged.

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 October 28, 2023 and October 29, 2022, nonperformance is not perceived to be a material risk.

Based on the credit ratings of the Company’s counterparties as of November 2, 2024 and October 28, 2023, 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.

4 unchanged sentences

Changes in the fair value of cash flow hedges are recorded in AOCI and reclassified into earnings in the same line item on the Consolidated Statements of Income as the impact of the hedged transaction when the underlying contract matures.

Changes in the fair value of designated fair value hedges are recorded on the Consolidated Balance Sheet as a swap asset or an accrued liability with an offsetting increment/decrement to the long-term debt balance, which is the underlying item being hedged.

Changes in the fair value of designated fair value hedges are recorded on the Consolidated Balance Sheets as a swap asset or an accrued liability with an offsetting increment/decrement to the long-term debt balance, which is the underlying item being hedged.

Changes in the fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur.

7 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 October 28, 2023 and October 29, 2022.

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 November 2, 2024 and October 28, 2023, the Company held $ 1.4 billion and $ 642.1 million, respectively, of cash that was

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

October 28, 2023 and October 29, 2022, the Company held $ 642.1 million and $ 1,016.0 million, respectively, of cash that was excluded from the tables below.

October 28, 2023

excluded from the tables below.

November 2, 2024

Fair Value measurement at

5 unchanged sentences

Government and institutional money market funds $ 592,560 $ — $ 592,560

Short-term investments:

Available-for-sale:

Securities with one year or less to maturity:

Corporate obligations (1) — 71,246 71,246

Bank obligations (1) — 300,576 300,576

Other assets:

Forward foreign currency exchange contracts (2) — 7,318 7,318

— 1,940 1,940

Deferred compensation investments 92,698 — 92,698

1 unchanged sentence

Forward foreign currency exchange contracts (2) $ — $ 16,279 $ 16,279

$ — $ 13,515 $ 13,515

Interest rate derivatives (3) — 36,855 36,855

— 81,602 81,602

Total liabilities measured at fair value $ — $ 53,134 $ 53,134

(1) The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $ 382.9 million.

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

1 unchanged sentence

(3) The carrying value of the related debt was adjusted by an equal and offsetting amount.

The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

See Note 2i, Derivative Instruments and Hedging Agreements, of the Notes to Consolidated Financial Statements.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

October 28, 2023

7 unchanged sentences

Other assets:

Forward foreign currency exchange contracts (1) 1,940 1,940

Deferred compensation investments 78,246 — 78,246

1 unchanged sentence

Forward foreign currency exchange contracts (1) $ — $ 13,515 $ 13,515

Interest rate derivatives (2)

— 81,602 81,602

Total liabilities measured at fair value $ — $ 95,117 $ 95,117

1 unchanged sentence

See Note 2i, Derivative Instruments and Hedging Agreements , of the Notes to Consolidated Financial Statements for more information related to the Company’s master netting arrangements.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2) The carrying value of the related debt was adjusted by an equal and offsetting amount.

The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

See Note 2i, Derivative Instruments and Hedging Agreements, of the Notes to Consolidated Financial Statements.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash equivalents — These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.

Cash equivalents and short-term investments — These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.

Deferred compensation plan investments — The fair value of these mutual fund, money market fund and equity investments are based on quoted market prices.

2 unchanged sentences

Interest rate derivative — The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Assets and 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 fiscal 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.

1 unchanged sentence

See Note 5, Special Charges, Net , of the Notes to Consolidated Financial Statements for additional information.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Held for sale assets — The Company has classified the assets held for sale at carrying value.

However, if they were to be carried at fair value, they would be considered a Level 3 fair value measurement and would be determined based on the use of appraisals and input from market participants.

Commercial paper notes — The fair values of commercial paper notes are obtained from indicative market prices and are classified as Level 2 measurements according to the fair value hierarchy.

As of October 28, 2023, the fair value of the commercial paper notes was $ 547.2 million.

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

As commercial paper issuances are at then current rates and with very short maturities, the carrying value will approximate fair value.

Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($ 547.7 million and $ 547.2 million as of November 2, 2024 and October 28, 2023, respectively).

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.

See Note 14, Debt , of the Notes to Consolidated Financial Statements for further discussion related to outstanding debt.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

October 28, 2023 October 29, 2022

November 2, 2024 October 28, 2023

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

Commercial paper notes

$ 547,224 $ 547,185 $ — $ —

2024 Notes, due October 2024 $ — $ — $ 500,000 $ 499,473

1 unchanged sentence

2026 Notes, due December 2026 900,000 882,795 900,000 851,023

Maxim 2027 Notes, due June 2027 — — 59,788 54,771

2027 Notes, due June 2027 440,212 421,077 440,212 408,595

2 unchanged sentences

2032 Notes, due October 2032 300,000 287,172 300,000 269,828

2034 Notes, due April 2034 550,000 553,375 — —

2036 Notes, due December 2036 144,278 136,718 144,278 118,554

2 unchanged sentences

2051 Notes, due October 2051 1,000,000 655,668 1,000,000 590,666

2054 Notes, due April 2054 550,000 541,912 — —

Total Debt $ 7,117,077 $ 6,250,203 $ 6,517,077 $ 5,297,099

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Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of investments and trade accounts receivable.

The Company maintains cash and cash equivalents with high credit quality counterparties, continuously monitors the amount of credit exposure to any one issuer and diversifies its investments in order to minimize its credit risk.

The Company maintains cash, cash equivalents and short-term investments with high credit quality counterparties, continuously monitors the amount of credit exposure to any one issuer and diversifies its investments in order to minimize its credit risk.

The Company sells its products to distributors and original equipment manufacturers (OEMs) involved in a variety of industries including industrial, communications, automotive and consumer end markets.

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The Company provides reserves for estimated amounts of accounts receivable that may not be collected.

The Company's largest customer, which is a distributor rather than an end customer, accounted for approximately 25 %, 22 %, and 26 % of net revenues in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.

The Company's next largest customer, which is also a distributor, accounted for approximately 10 %, 10 % and 11 % of net revenues in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.

No other customer accounted for greater than 10% of revenue in any period presented.

Concentration of Other Risks

The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns.

The Company’s financial results are affected by a wide variety of factors, including general economic conditions worldwide, economic conditions specific to the semiconductor industry, the timely implementation of new manufacturing technologies, the ability to safeguard patents and intellectual property in a rapidly evolving market and reliance

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on assembly and test subcontractors, third-party wafer fabricators and independent distributors.

Revenue attributable to significant distributors whose revenue as a percentage of total revenue was 10% or greater of total revenue is presented in the following table:

November 2, 2024 October 28, 2023 October 29, 2022

Distributor 1

24 % 25 % 22 %

Distributor 2

12 % 10 % 10 %

Distributor 3

___________________________________________________________

* Revenue for this distributor was not greater than 10% of total revenue for these periods.

No other customer accounted for greater than 10% of total revenue in any period presented.

Concentration of Other Risks

The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns.

In addition, the semiconductor market has historically been cyclical and subject to significant economic downturns at various times.

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Unsatisfied performance obligations primarily represent contracts for products with future delivery dates and with an original expected duration of one year or less.

The Company generally offers a twelve-month warranty for its products.

The Company generally offers a twelve-month

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

warranty for its products.

The Company’s warranty policy provides for replacement of defective products.

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To date, actual distributor claims activity has been materially consistent with the provisions the Company has made based on its historical estimates.

For fiscal 2023 and fiscal 2022, sales to distributors were approximately $ 7.5 billion and $ 7.5 billion, respectively, net of variable consideration for which the liability

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

balances as of October 28, 2023 and October 29, 2022 were $ 525.4 million and $ 749.4 million, respectively, and were recorded in accrued liabilities on the Consolidated Balance Sheets.

For fiscal 2024 and fiscal 2023, sales to distributors were approximately $ 5.5 billion and $ 7.5 billion, respectively, net of variable consideration for which the liability balances as of November 2, 2024 and October 28, 2023 were $ 508.7 million and $ 525.4 million, respectively, and were recorded in accrued liabilities on the Consolidated Balance Sheets.

Contract Balances :

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AOCI includes certain transactions that have generally been reported in the Consolidated Statement of Shareholders’ Equity.

The changes in components of AOCI at October 28, 2023 and October 29, 2022 consisted of the following:

The changes in components of AOCI at November 2, 2024 and October 28, 2023 consisted of the following:

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

4 unchanged sentences

Other comprehensive income 1,033 16,841 ( 14,828 ) 3,046

October 28, 2023 $ ( 72,544 ) $ ( 102,043 ) $ ( 13,715 ) $ ( 188,302 )

November 2, 2024 $ ( 71,511 ) $ ( 85,202 ) $ ( 28,543 ) $ ( 185,256 )

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The amounts reclassified out of AOCI into the Consolidated Statements of Income, with presentation location during each period were as follows:

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See Note 11, Retirement Plans, of the Notes to Consolidated Financial Statements for further information .

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes.

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For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

Management classifies interest and penalties related to uncertain tax positions within the provision for (benefit from) income taxes line of the Consolidated Statements of Income.

Management classifies interest and penalties related to uncertain tax positions within the provision for income taxes line of the Consolidated Statements of Income.

Management reevaluates these uncertain tax positions on a quarterly basis.

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In addition to the factors described above, the current and expected effective tax rate is based on then-current tax law.

Significant changes in enacted tax law could affect these estimates.

Significant changes in enacted tax law could affect these

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

See Note 12, Income Taxes, of the Notes to Consolidated Financial Statements for further information related to income taxes.

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Those potential shares, determined based on the weighted average exercise prices during the respective periods, could be dilutive in the future.

In connection with the acquisition of Linear Technology Corporate (Linear), the Company granted restricted stock awards to replace outstanding restricted stock awards of Linear employees.

These restricted stock awards entitle recipients to voting and nonforfeitable dividend rights from the date of grant.

These unvested stock-based compensation awards are considered participating securities and the two-class method is used for purposes of calculating earnings per share.

Under the two-class method, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of earnings per share allocated to common stock.

The difference between the income allocated to participating securities under the basic and diluted two-class methods is not material.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

11 unchanged sentences

Outstanding stock options 71 253 608

_______________________________________

(1) For all fiscal years presented, income allocated to participating securities, if any, is not material.

Stock-Based Compensation

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If the Company determines that an award is unlikely to vest, any previously recorded stock-based compensation expense is reversed in the period of that determination.

The grant date fair value of restricted stock units and performance-based stock options with both service and market conditions is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the performance condition stipulated in the award grant, including the possibility that the market condition may not be satisfied.

The fair value of shares to be issued under the Company's employee stock purchase plan (ESPP) is computed using the Black-Scholes model at the commencement of an offering period in June and December of each year and the related expense is recorded over the offering period.

See Note 3, Stock-Based Compensation and Shareholders' Equity , of the Notes to Consolidated Financial Statements for additional information relating to stock-based compensation.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

satisfying the performance condition stipulated in the award grant, including the possibility that the market condition may not be satisfied.

The fair value of shares issued under the Company’s employee stock purchase plan (ESPP) is computed using the Black-Scholes model at the commencement of an offering period in June and December of each year and the related expense is recorded over the offering period.

See Note 3, Stock-Based Compensation and Shareholders ’ Equity , of the Notes to Consolidated Financial Statements for additional information relating to stock-based compensation.

New Accounting Pronouncements

Standards to Be Implemented

Standards Implemented

Acquired Contract Assets and Contract Liabilities

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

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 this 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.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company will adopt this standard in the first quarter of fiscal 2024 and apply to any future business combinations.

The Company adopted ASU 2021-08 in the first quarter of fiscal 2024.

Upon adoption, ASU 2021-08 did not have a material impact on the Company’s financial position and results of operations.

Standards to Be Implemented

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances the disclosure requirements for reportable segments.

ASU 2023-07 requires segment disclosure to include significant segment expense categories and amounts, and qualitative detail of other segment items.

Disclosure of multiple measures of segment profit and loss may also be reported.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements.

This aims to improve investor insights into company performance.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

Stock-Based Compensation and Shareholders’ Equity

1 unchanged sentence

The Company grants, or has granted, stock options and other stock and stock-based awards under the Company’s 2020 Equity Incentive Plan (2020 Plan), which was approved by shareholders in March 2020.

The 2020 Plan provides for the grant of up to 21.2 million shares of the Company’s common stock, which includes shares under the Company’s previous equity compensation plans, including the Amended and Restated 2006 Stock Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan.

The 2020 Plan provides for the issuance of up to 21.2 million shares of the Company’s common stock, which includes shares that remained available or became available under the Company’s previous equity compensation plans, including the Amended and Restated 2006 Stock

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan.

The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

2 unchanged sentences

The Company does not intend to grant further equity awards under any previous legacy equity compensation plans.

In connection with the Acquisition, the Company assumed the Maxim 1996 Stock Incentive Plan (1996 Plan) and may grant stock options and other stock and stock-based awards under the 1996 Plan.

As of October 28, 2023, a total of 15.1 million common shares were available for future grant under the 2020 Plan and 8.5 million common shares were available for future grant under the 1996 Plan.

Maxim Replacement Awards

In connection with the Acquisition, the Company issued equity awards, consisting of restricted stock awards and restricted stock units (replacement awards), to certain Maxim employees in replacement of Maxim equity awards.

The replacement awards consist of restricted stock and restricted stock unit awards for approximately 3.7 million shares of the Company's common stock with a weighted average grant date fair value of $ 161.63 .

The terms and intrinsic value of these replacement awards are substantially the same as the converted Maxim awards.

The fair value of the replacement awards associated with services rendered through the Acquisition Date was recognized as a component of the total acquisition consideration, and the remaining fair value of the replacement awards associated with post-Acquisition services will be recognized as an expense on a straight-line basis over the remaining vesting period.

Additionally, in connection with the Acquisition, the Company assumed the Maxim 1996 Stock Incentive Plan (1996 Plan), which expired by its terms in July 2024.

As of November 2, 2024, a total of 13.5 million shares of the Company’s common stock were available for future issuance under the 2020 Plan.

Modification of Awards

1 unchanged sentence

The modifications made to the Company’s equity awards in fiscal 2024, fiscal 2023 and fiscal 2022 did not result in significant incremental compensation costs, either individually or in the aggregate.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Grant-Date Fair Value of Stock Options

Information pertaining to the Company’s stock option awards and the related estimated weighted-average assumptions to calculate the fair value of stock options using the Black-Scholes valuation model granted in fiscal 2021 is below.

The Company did no t grant stock option awards in fiscal 2023 or fiscal 2022.

Options granted (in thousands) 644

Weighted-average exercise price $ 145.04

Weighted-average grant-date fair value $ 33.35

Weighted-average expected volatility 35.3 %

Weighted-average expected term (in years) 5.0

Weighted-average risk-free interest rate 0.8 %

Weighted-average expected dividend yield 1.9 %

Expected volatility — The Company is responsible for estimating volatility and has considered a number of factors, including third-party estimates.

The Company currently believes that the exclusive use of implied volatility results in the best estimate of the grant-date fair value of employee stock options because it reflects the market’s current expectations of future volatility.

In evaluating the appropriateness of exclusively relying on implied volatility, the Company concluded that:

(1) options in the Company’s common stock are actively traded with sufficient volume on several exchanges;

(2) the market prices of both the traded options and the underlying shares are measured at a similar point in time to each other and on a date close to the grant date of the employee share options;

(3) the traded options have exercise prices that are both near-the-money and close to the exercise price of the employee share options;

and (4) the remaining maturities of the traded options used to estimate volatility are at least one year .

Expected term — The Company uses historical employee exercise and option expiration data to estimate the expected term assumption for the Black-Scholes grant-date valuation.

The Company believes that this historical data is currently the best estimate of the expected term of a new option, and that generally its employees exhibit similar exercise behavior.

Risk-free interest rate — The yield on zero-coupon U.S.

Treasury securities for a period that is commensurate with the expected term assumption is used as the risk-free interest rate.

Expected dividend yield — Expected dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors for the current quarter and dividing that result by the closing stock price on the date of grant.

Until such time as the Company’s Board of Directors declares a cash dividend for an amount that is different from the current quarter’s cash dividend, the current dividend will be used in deriving this assumption.

Cash dividends are not paid on options, restricted stock, replacement awards or restricted stock units.

In connection with the acquisition of Linear, the Company granted restricted stock awards to replace outstanding restricted stock awards of Linear employees.

These restricted stock awards specific to legacy Linear awards entitle recipients to voting and nonforfeitable dividend rights from the date of grant.

Employee Stock Purchase Plan

4 unchanged sentences

are allowed to purchase the Company’s common stock at the lesser of 80 % of the fair market value of the common stock at either the beginning or end of the offering period.

As of October 28, 2023, a total of 4.5 million shares of the Company's common stock were available for future grant under the ESPP.

As of November 2, 2024, a total of 4.1 million shares of the Company’s common stock were available for future grant under the ESPP.

Stock-Based Compensation Expense

2 unchanged sentences

The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award.

Based on an analysis of its historical forfeitures, the Company has applied an annual forfeiture rate of 5.0 % to all unvested stock-based awards as of October 28, 2023.

Based on an analysis of its historical forfeitures, the Company has applied an annual forfeiture rate of 5.0 % to all unvested stock-based awards as of November 2, 2024.

This analysis will be re-evaluated annually and the forfeiture rate will be adjusted as necessary.

Ultimately, the actual expense recognized over the vesting period will only be for those awards that vest.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total stock-based compensation expense recognized is as follows:

5 unchanged sentences

Total stock-based compensation expense $ 262,710 $ 299,823 $ 323,487

As of October 28, 2023 and October 29, 2022, the Company capitalized $ 12.9 million and $ 13.1 million, respectively, of stock-based compensation in inventory.

As of November 2, 2024 and October 28, 2023, the Company capitalized $ 10.4 million and $ 12.9 million, respectively, of stock-based compensation in inventory.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation Activity

A summary of the activity under the Company’s stock option plans as of October 28, 2023 and changes during the fiscal year then ended is presented below:

A summary of the stock option activity as of November 2, 2024 and changes during the fiscal year then ended is presented below:

(in thousands) Weighted-

6 unchanged sentences

Options forfeited ( 29 ) $ 106.33

Options outstanding at October 28, 2023

Options outstanding at November 2, 2024

1,639 $ 105.95 4.2 $ 195,951

Options exercisable at October 28, 2023

Options exercisable at November 2, 2024

1,293 $ 95.65 3.7 $ 167,918

Options vested or expected to vest at October 28, 2023 (1)

Options vested or expected to vest at November 2, 2024 (1)

1,639 $ 105.94 4.2 $ 195,911

3 unchanged sentences

The total intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) during fiscal 2024, fiscal 2023 and fiscal 2022 was $ 93.9 million, $ 95.0 million and $ 56.2 million, respectively.

A summary of the Company’s restricted stock unit and award activity as of October 28, 2023 and changes during the fiscal year then ended is presented below:

A summary of the Company’s restricted stock unit and award activity as of November 2, 2024 and changes during the fiscal year then ended is presented below:

Stock Units/Awards

7 unchanged sentences

Forfeited ( 389 ) $ 169.82

Restricted stock units/awards outstanding at October 28, 2023

Restricted stock units/awards outstanding at November 2, 2024

4,481 $ 186.81

As of October 28, 2023, there was $ 545.9 million of total unrecognized compensation cost related to unvested stock-based awards comprised of stock options, restricted stock awards and restricted stock unit awards.

As of November 2, 2024, there was $ 607.8 million of total unrecognized compensation cost related to unvested stock-based awards comprised of stock options, restricted stock awards and restricted stock unit awards.

That cost is expected to be recognized over a weighted-average period of 1.5 years.

The total grant-date fair value of awards that vested during fiscal 2024, fiscal 2023 and fiscal 2022 was approximately $ 309.0 million, $ 298.2 million and $ 283.0 million, respectively.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Common Stock Repurchases

In fiscal 2021, the Company entered into accelerated share repurchase agreements (ASR) with third-party financial institutions, paid $ 2.5 billion and received an initial delivery of 12.3 million shares of common stock, which represented approximately 80 % of the notional amount of the ASR.

As of October 30, 2021, the Company recorded the remaining 20 %, or $ 500.0 million, within Prepaid expenses and other current assets on the Consolidated Balance Sheet, which was utilized during the first quarter of fiscal 2022.

During the first quarter of fiscal 2022, the ASR was completed and an additional 2.1 million shares of common stock were received as final settlement of the ASR.

As of October 30, 2021, the Company recorded the remaining 20 %, or $ 500.0 million, within Prepaid expenses and other current assets on the Consolidated Balance Sheets, which was utilized during the first quarter of fiscal 2022.

During the first quarter of fiscal 2022, the ASR was completed and an additional 2.1 million shares of common stock were received by the Company as final settlement of the ASR.

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

3 unchanged sentences

Unless terminated earlier by resolution of the Company’s Board of Directors, the repurchase program will expire when the Company has repurchased all shares authorized under the program.

As of October 28, 2023, the Company had repurchased a total of approximately 205.3 million shares of its common stock for approximately $ 14.5 billion under this program.

As of November 2, 2024, the Company had repurchased a total of approximately 207.7 million shares of its common stock for approximately $ 15.0 billion under this program.

An additional $ 1.7 billion remains available for repurchase of shares under the current authorized program.

The repurchased shares are held as authorized but unissued shares of common stock.

Future repurchases of common stock will be dependent upon the Company's financial position, results of operations, outlook, liquidity, and other factors deemed relevant by the Company.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

The withholding amount is based on the employee’s minimum statutory withholding requirement.

Any future common stock repurchases will be dependent upon several factors, including the Company's financial performance, outlook, liquidity and the amount of cash the Company has available in the United States.

Preferred Stock

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The following table summarizes revenue by end market.

The categorization of revenue by end market is determined using

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

a variety of data points including the technical characteristics of the product, the “sold to” customer information, the "ship to" customer information and the end customer product or application into which the Company’s product will be incorporated.

The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated.

As data systems for capturing and tracking this data and the Company’s methodology evolves and improves, the categorization of products by end market can vary over time.

14 unchanged sentences

The Company sells its products globally through a direct sales force, third-party distributors, independent sales representatives and via its website.

Distributors are customers that buy products with the intention of reselling them.

Distributors are customers that buy

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

products with the intention of reselling them.

Direct customers are non-distributor customers and consist primarily of original equipment manufacturers (OEMs).

10 unchanged sentences

(1) The sum of the individual percentages may not equal the total due to rounding.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Geographic Information

Geographic revenue information for fiscal 2024, fiscal 2023 and fiscal 2022 reflects the geographic location of the distributors or OEMs who purchased the Company’s products.

This may differ from the geographic location of the end customers.

This may differ from the geographic location of the end customers particularly in cases where a third-party contract manufacturer purchases the Company’s products through distributors.

In all periods presented, the predominant regions comprising “Rest of North and South America” are Canada and Mexico;

the predominant regions comprising “Europe” are Germany, Sweden and the Netherlands;

the predominant regions comprising “Europe” are Germany, Sweden, Israel and the Netherlands;

and the predominant regions comprising “Rest of Asia” are Taiwan, Malaysia, South Korea and Singapore.

27 unchanged sentences

The activity is detailed below:

Accrued Special Charges Closure of Manufacturing Facilities Global Repositioning Actions Q4 2023 Plan

Accrued Special Charges Global Repositioning Actions Q4 2023 Plan

Balance at October 30, 2021

$ 45,176 $ 20,774 $ —

Employee severance and benefit costs 149,853 —

Facility closure costs — —

Severance and benefit payments ( 19,602 ) ( 28,604 ) —

Severance and benefit payments, net ( 118,567 ) —

Facility closure cost payments — —

1 unchanged sentence

Balance at October 29, 2022

$ 25,774 $ 21,065 $ —

Employee severance and benefit costs 45,064 113,995

Facility closure costs 12,076 — —

Severance and benefit payments ( 22,805 ) ( 118,567 ) —

Facility closure cost payments ( 12,491 ) — —

Effect of foreign currency on accrual — ( 281 ) —

Severance and benefit payments, net ( 60,153 ) ( 3,549 )

Balance at October 28, 2023

1 unchanged sentence

Employee severance and benefit costs ( 5,106 ) 41,907

Severance and benefit payments ( 2,629 ) ( 60,153 ) ( 3,549 )

Balance at October 28, 2023

Severance and benefit payments, net ( 18,020 ) ( 151,636 )

Balance at November 2, 2024

$ 13,855 $ 717

Accrued liabilities $ — $ 13,845 $ 110,446

Other non-current liabilities $ — $ 23,136 $ —

In the fourth quarter of fiscal 2023, the Company committed to a plan to reorganize its business (the Q4 2023 Plan).

_________________________________________________________

(1) As of October 28, 2023, this balance was comprised of $ 13.8 million and $ 23.1 million recorded in Accrued liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheet.

The Company recorded net special charges of $ 155.9 million on a cumulative basis through November 2, 2024 related to the Q4 2023 Plan.

In fiscal 2023, the Company committed to a plan to reorganize its business (the Q4 2023 Plan).

The Q4 2023 Plan, consisting of voluntary and involuntary reductions-in-force and other cost-savings initiatives, was commenced to adjust the Company’s cost structure and business activities to better align with weaker market demand and continued economic uncertainty in its end markets, as well as to make certain strategic shifts in its workforce necessary to achieve its long-term vision.

The reductions-in-force, which are subject to the laws and regulations of the countries in which the actions are planned, are expected to impact positions in manufacturing, engineering and selling, marketing, general and administrative functions.

The Company recorded net special charges of $ 114.0 million during the fourth quarter of fiscal 2023 related to the Q4 2023 Plan.

In connection with the Q4 2023 Plan, the Company expects to incur special charges, net of between $ 120.0 million and $ 140.0 million, primarily related to reductions-in-force.

The Company expects that the majority of the actions under the Q4 2023 Plan will be completed by the second quarter of fiscal 2024 ending May 4, 2024.

The Company expects to settle these charges with cash on hand, together with existing and anticipated available short-term financing.

The reductions-in-force impacted positions in manufacturing, engineering and selling, marketing, general and administrative functions.

Global Repositioning Actions

The Company recorded net special charges of $ 532.7 million on a cumulative basis through October 28, 2023, as part of the integration of the Acquisition and continued organizational initiatives to consolidate its global 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.

The Company recorded net special charges of $ 527.6 million on a cumulative basis through November 2, 2024, as part of the integration of the Acquisition and continued organizational initiatives to consolidate its global 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.

The special charges include severance and fringe benefit costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, and the write-off of acquired intellectual property due to the Company’s decision to discontinue certain product development strategies.

3 unchanged sentences

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.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Closure of Manufacturing Facilities

The Company recorded net special charges of $ 63.8 million on a cumulative basis through October 28, 2023 as a result of its decision to consolidate certain wafer and test facility operations acquired as part of the acquisition of Linear.

The net special charges included cumulative gains of $ 18.0 million related to net proceeds received of approximately $ 67.5 million for the sale of its Hillview wafer fabrication facility and certain equipment located in Milpitas, California as well as the sale of its facility and certain equipment in Singapore.

Maxim Integrated Products, Inc.

On the Acquisition Date, the Company completed its acquisition of all of the voting interests of Maxim, an independent manufacturer of innovative analog and mixed-signal products and technologies.

Under the terms of the agreement pursuant to which the Company acquired Maxim (Merger Agreement), Maxim stockholders received, for each outstanding share of Maxim common stock, 0.6300 of a share of the Company's common stock at the closing.

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 Consolidated Statement of Income, Consolidated Balance Sheet, Consolidated Statement of Cash Flows and Consolidated Statement of Shareholders’ Equity for fiscal 2021.

The amount of revenue attributable to Maxim included in the Company's Consolidated Statement of Income for fiscal 2021 was $ 558.8 million.

The amount of Maxim's earnings included in the Consolidated Statement of Income for fiscal 2021 is impracticable to calculate.

The Acquisition Date fair value of the consideration transferred in the Acquisition consisted of the following:

Cash consideration (a)

Issuance of common stock (b)

Fair value of partially vested restricted stock and restricted stock unit replacement awards (c)

Total purchase consideration

____________________

(a) This reflects the cash paid for fractional shares of the Company’s common stock in respect of shares of Maxim common stock outstanding.

(b) The fair value is based on the issuance of approximately 169.2 million shares of the Company's common stock with a per share value of $ 164.00 on the Acquisition Date.

(c) In connection with the Acquisition, the Company issued equity awards, consisting of restricted stock and restricted stock units, to certain Maxim employees in replacement of Maxim equity awards that were cancelled at closing.

This amount represents the portion of the fair value of the replacement equity awards associated with services rendered through the Acquisition Date and has been included as a component of the total purchase consideration.

During fiscal 2022, the Company completed the acquisition accounting for the Acquisition.

The following is a summary of the amounts recognized in accounting for the Acquisition:

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash and cash equivalents $ 2,450,597

Accounts receivable 609,245

Inventories 858,300

Prepaid expenses and other current assets 59,310

Property, plant and equipment 759,544

Intangible assets (Note 2f) 12,429,100

Goodwill (Note 2f) 14,660,343

Other long-term assets 80,373

Total assets $ 31,906,812

Accounts payable 112,828

Income taxes payable 156,592

Accrued liabilities 592,432

Long-term debt 1,072,150

Deferred income taxes 1,661,907

Other non-current liabilities 361,805

Total liabilities $ 3,957,714

Total purchase consideration $ 27,949,098

The acquired intangible assets consisted of the following, which are being amortized on a straight-line basis over their estimated useful lives or on an accelerated method of amortization that is expected to reflect the estimated pattern of economic use.

(in thousands)

Weighted Average Useful Life

Customer relationships

$ 5,642,100 14

Developed technology

Total amortizable intangible assets

$ 12,429,100 10

The goodwill recognized is attributable to synergies which are expected to enhance and expand the Company’s overall product portfolio and opportunities in new and existing markets, future technologies that have yet to be determined and Maxim’s assembled workforce.

Future technologies do not meet the criteria for recognition separately from goodwill because they are part of future development and growth of the business.

There were no significant contingencies assumed as part of the Acquisition.

In aggregate, the Company recognized $ 174.0 million of transaction-related costs, including legal, accounting and other related fees that were expensed in fiscal 2023, fiscal 2022 and fiscal 2021.

These costs are included in the Consolidated Statements of Income in operating expenses within selling, marketing, general and administrative expenses.

The following unaudited pro forma consolidated financial information for the twelve months ended October 30, 2021 combines the results of the Company for fiscal 2021 and the unaudited results of Maxim for the corresponding period through the Acquisition Date.

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).

The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for amortization expense of acquired intangible assets, fair value adjustments for acquired inventory, property, plant and equipment and long-term debt and compensation expense for ongoing share-based compensation arrangements that were replaced in conjunction with the Acquisition, together with the consequential tax effects.

These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the Acquisition actually taken place on November 3, 2019.

In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the Acquisition.

Under the terms of the agreement pursuant to which the Company acquired Maxim, Maxim stockholders received, for each outstanding share of Maxim common stock,

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pro Forma Twelve Months Ended

October 30, 2021

Basic net income per common share

Diluted net income per common share

0.6300 of a share of the Company’s common stock at the closing.

The results of operations of Maxim from the Acquisition Date are included in the Company’s Consolidated Financial Statements for the year ended October 30, 2021.

Other Investments

Other investments consist of interests in venture capital funds and other long-term investments.

Other investments consist of interests in venture capital funds and other long-term investments and are recorded in Other assets on the Consolidated Balance Sheets.

Investments are accounted for using the equity method of accounting or cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

1 unchanged sentence

Accrued Liabilities

Accrued liabilities at October 28, 2023 and October 29, 2022 consisted of the following:

Accrued liabilities at November 2, 2024 and October 28, 2023 consisted of the following:

Distributor price adjustments and other revenue reserves $ 508,722 $ 525,405

Accrued compensation and benefits 220,091 308,001

Accrued special charges 124,291 54,699

Interest rate swap 81,602 —

Lease liabilities 68,130 64,745

Accrued interest 45,517 40,412

Accrued taxes 36,649 22,815

Interest rate swap 36,855 81,602

Accrued withholdings related to ESPP 33,114 32,441

Accrued taxes 23,143 36,649

Accrued special charges 14,572 124,291

Other 155,926 139,062

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If these costs are variable costs they are not included in the measurement of the right-of-use assets and lease liabilities, but are expensed when the event determining the amount of variable consideration to be paid occurs.

The Company’s leases have remaining lease terms of less than one year to approximately twenty-two years , some of which may include options to extend the initial term of the lease.

The Company’s leases have remaining lease terms of less than one year to approximately twenty-one years , some of which may include options to extend the initial term of the lease.

These options are included in determining the initial lease term at lease commencement only if the Company is reasonably certain to exercise the option.

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The Company subleases certain properties that are not used in its core business operations (See Note 5, Special Charges, Net , of the Notes to Consolidated Financial Statements).

Sublease income for fiscal 2023 was $ 12.9 million.

Sublease income was $ 12.8 million and $ 12.9 million in fiscal 2024 and fiscal 2023, respectively.

ANALOG DEVICES, INC.

1 unchanged sentence

The following table presents supplemental balance sheet information related to the Company’s operating leases:

October 28, 2023 October 29, 2022

November 2, 2024 October 28, 2023

Operating lease right-of-use assets in Other assets $ 242,548 $ 277,220

2 unchanged sentences

Details of the Company’s operating leases are as follows:

October 28, 2023

November 2, 2024

October 28, 2023

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Lease assets obtained in exchange for new lease liabilities $ 15,801 $ 66,760

Weighted average remaining lease term 7.1 years

Weighted average remaining lease term 6.4 years 7.1 years

Weighted average discount rate 3.8 % 3.6 %

The following table presents the maturities of the Company's operating lease liabilities as of October 28, 2023:

The following table presents the maturities of the Company’s operating lease liabilities as of November 2, 2024:

Thereafter 98,450

2 unchanged sentences

Present value of operating lease liabilities $ 386,700

The following table presents the future minimum cash receipts as a result of subleases as of October 28, 2023:

The following table presents the future minimum cash receipts as a result of subleases as of November 2, 2024:

Thereafter 12,480

1 unchanged sentence

Commitments and Contingencies

From time to time, in the ordinary course of the Company’s business, various claims, charges and litigation are asserted or commenced against the Company arising from, or related to, among other things, contractual matters, acquisitions, patents, trademarks, personal injury, environmental matters, product liability, insurance coverage, employment or employment benefits.

From time to time, in the ordinary course of the Company’s business, The Company is involved in various claims, charges and litigation arising from, or related to, among other things, contractual matters, acquisitions, patents, trademarks, personal injury, environmental matters, product liability, insurance coverage, employment or employment benefits.

As to such claims and litigation, the Company can give no assurance that it will prevail.

On March 17, 2022, Walter E.

Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim Integrated Products, Inc.

(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 breaches 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

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and abetted those alleged breaches 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.

On May 2, 2023, the Court of Chancery entered an order dismissing the action in its entirety and with prejudice.

On May 9, 2023, the plaintiffs filed a Motion for Reargument, which the Court denied on May 30, 2023.

On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court.

The appeal is fully briefed and remains pending.

The Company believes that it and the other defendants have meritorious arguments in response to the appeal and defenses to the underlying 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.

The Company has supplier commitments of approximately $ 705.6 million for the purchase of materials and supplies in advance or with minimum purchase quantities through 2031.

Retirement Plans

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employees that are consistent with local statutory requirements and practices.

The total expense related to the various defined benefit pension, contribution and other retirement plans for certain non-U.S.

employees was $ 55.3 million in fiscal 2023, $ 51.4 million in fiscal 2022 and $ 45.9 million in fiscal 2021.

The total expense related to these plans was $ 56.9 million in fiscal 2024, $ 55.3 million in fiscal 2023 and $ 51.4 million in fiscal 2022.

The Company’s funding policy for its foreign defined benefit pension plans is consistent with the local requirements of each country.

1 unchanged sentence

equity securities, bonds, property and cash.

The Company has elected to measure defined benefit plan assets and obligations as of October 31, which is the month-end that is closest to its fiscal year-ends, which were October 28, 2023 for fiscal 2023 and October 29, 2022 for fiscal 2022.

The Company has elected to measure defined benefit plan assets and obligations as of October 31, which is the month-end that is closest to its fiscal year-ends, which were November 2, 2024 for fiscal 2024 and October 28, 2023 for fiscal 2023.

As a result of the Acquisition, the Company acquired a postretirement plan that provides postretirement medical expenses to certain former employees of a Maxim acquired company and certain former Maxim executives in the U.S.

1 unchanged sentence

Net annual periodic benefit cost of the Company’s pension and postretirement benefit plans for fiscal 2024, fiscal 2023 and fiscal 2022 is presented in the following table:

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2024 2023 2022

7 unchanged sentences

The service cost component of net periodic benefit cost above is recorded in Cost of sales, Research and development, Selling, marketing, general and administrative expenses within the Consolidated Statements of Income, while the remaining components are recorded to Other, net .

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Benefit Obligations and Plan Assets

Obligation and asset data of the Company’s pension and postretirement benefit plans at October 28, 2023 and October 29, 2022 is presented in the following table:

Obligation and asset data of the Company’s pension and postretirement benefit plans at November 2, 2024 and October 28, 2023 is presented in the following table:

Change in Benefit Obligation

2 unchanged sentences

Interest cost 9,564 8,773

Acquisition of Maxim benefit obligation ( 3,880 ) —

Plan combinations

23,349 ( 3,880 )

Settlement ( 13,240 ) ( 1,887 )

7 unchanged sentences

Employer contributions 10,273 10,811

Plan combinations

Settlements ( 13,240 ) ( 1,887 )

12 unchanged sentences

Reconciliation of Amounts Recognized in the Statement of Financial Position

Prior service credit ( 27 ) ( 29 )

Net loss ( 25,961 ) ( 12,331 )

5 unchanged sentences

Net gain/loss arising during the year $ 1,019 $ 8,876

Plan combinations 13,413 —

Effect of exchange rates on amounts included in AOCI 1,363 ( 536 )

5 unchanged sentences

Net loss $ ( 2,148 ) $ ( 1,281 )

The accumulated benefit obligation for the Company’s pension and postretirement benefit plans was $ 120.1 million and $ 111.3 million at October 28, 2023 and October 29, 2022, respectively.

Information relating to the Company’s pension and postretirement benefit plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets at October 28, 2023 and October 29, 2022 is presented in the following table:

The accumulated benefit obligation for the Company’s pension and postretirement benefit plans was $ 132.7 million and $ 120.1 million at November 2, 2024 and October 28, 2023, respectively.

Information relating to the Company’s pension and postretirement benefit plans with projected benefit obligations in excess of plan assets and accumulated benefit obligations in excess of plan assets at November 2, 2024 and October 28, 2023 is presented in the following table:

Plans with projected benefit obligations in excess of plan assets:

25 unchanged sentences

Fair value of plan assets

The following table presents plan assets measured at fair value on a recurring basis by investment categories as of October 28, 2023 and October 29, 2022 using the same three-level hierarchy described in Note 2j, Fair Value , of the Notes to Consolidated Financial Statements:

October 28, 2023 October 29, 2022

The following table presents plan assets measured at fair value on a recurring basis by investment categories as of November 2, 2024 and October 28, 2023 using the same three-level hierarchy described in Note 2j, Fair Value , of the Notes to Consolidated Financial Statements:

November 2, 2024 October 28, 2023

Fair Value Measurement at Reporting Date Using:

10 unchanged sentences

Investment Funds (4) — 47,282 47,282 — 22,933 22,933

Pooled Funds (5) — 4,582 4,582 — — —

Cash and cash equivalents 4,386 — 4,386 10,000 — 10,000

14 unchanged sentences

The investment funds are valued at the closing price reported if traded on an active market or at yields currently available on comparable securities of issuers with similar credit ratings.

(5) Consists of a fund-based variable insurance policy that declares a fixed return on a quarterly or annual basis.

The fair value is the estimated surrender value of the policy.

ANALOG DEVICES, INC.

3 unchanged sentences

Expected Company Contributions

2025 $ 10,773

Expected Benefit Payments

13 unchanged sentences

Amortization of purchased intangibles 114,679 142,358 142,375

Acquisition and integration costs — — 11,367

Taxes attributable to the Tax Cuts and Jobs Act of 2017 ( 3,977 ) ( 81,695 ) —

1 unchanged sentence

Windfalls (under ASU 2016-09) ( 22,985 ) ( 24,211 ) ( 16,717 )

Intra-entity transfer of intangible assets — — ( 188,804 )

Other, net ( 20,332 ) 6,115 5,292

Total income tax provision (benefit) $ 293,424 $ 350,188 $ ( 61,708 )

Total income tax provision

$ 142,067 $ 293,424 $ 350,188

Income before income taxes for fiscal 2024, fiscal 2023 and fiscal 2022 includes the following components:

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the provision for (benefit from) income taxes for fiscal 2023, fiscal 2022 and fiscal 2021 are as follows:

The components of the provision for income taxes for fiscal 2024, fiscal 2023 and fiscal 2022 are as follows:

2024 2023 2022

7 unchanged sentences

Total deferred $ ( 367,563 ) $ ( 452,946 ) $ ( 326,755 )

Provision for (benefit from) income tax $ 293,424 $ 350,188 $ ( 61,708 )

Provision for income tax $ 142,067 $ 293,424 $ 350,188

The Company’s effective tax rate for fiscal 2023 was impacted by a discrete income tax benefit recorded of $ 81.7 million resulting from the approval granted by the Joint Committee on Taxation of its federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act.

4 unchanged sentences

The Company carries other outside basis differences in its subsidiaries, primarily arising from acquisition accounting adjustments and certain undistributed earnings that are considered indefinitely reinvested.

As of October 28, 2023, the Company has not recognized deferred income tax on $ 33.6 billion of outside basis differences because of its intent and ability to indefinitely reinvest these basis differences.

As of November 2, 2024, the Company has not recognized deferred income tax on $ 33.6 billion of outside basis differences because of its intent and ability to indefinitely reinvest these basis differences.

These basis differences could be reversed through a sale of the subsidiaries or the receipt of dividends from the subsidiaries, as well as various other events, none of which are considered probable at this time.

25 unchanged sentences

_______________________________________________

(1) As of October 28, 2023, the Company included the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act.

The valuation allowances of $ 332.5 million and $ 339.1 million as of October 28, 2023 and October 29, 2022, respectively, are primarily for the Company’s state R&D credit carryforwards, foreign net operating losses and international credit carryforwards.

(1) The Company included the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act.

The valuation allowances of $ 343.1 million and $ 332.5 million as of November 2, 2024 and October 28, 2023, respectively, are primarily for the Company’s state R&D credit carryforwards, foreign net operating losses and international credit carryforwards.

The Company believes that it is more-likely-than-not that these credit carryovers will not be realized and as a result has recorded a partial valuation allowance.

The federal and state net operating losses of $ 89.1 million will begin to expire in fiscal 2035 while foreign net operating loss carryovers of $ 145.5 million have no expiration date.

There are also $ 299.7 million of federal and state credit carryovers and $ 14.2 million of foreign investment tax credit carryovers that begin to expire in the fiscal year ending November 1, 2025.

As of October 28, 2023 and October 29, 2022, the Company had unrealized tax benefits, net of indirect tax benefits, of $ 187.4 million and $ 165.3 million, respectively, which if settled in the Company's favor, would lower the Company's effective tax rate in the period recorded.

There are also $ 304.8 million of federal and state credit carryovers and $ 13.7 million of foreign investment tax credit carryovers that begin to expire in the fiscal year ending October 31, 2026.

As of November 2, 2024 and October 28, 2023, the Company had unrealized tax benefits, net of indirect tax benefits, of $ 162.7 million and $ 187.4 million, respectively, which if settled in the Company’s favor, would lower the Company’s effective tax rate in the period recorded.

Liabilities for unrealized tax benefits are primarily classified as non-current because the Company believes that the ultimate payment or settlement of these liabilities will not occur within the next twelve months.

As of October 28, 2023 and October 29, 2022, the Company had liabilities of approximately $ 70.7 million and $ 45.5 million, respectively, for interest and penalties, which is included within the provision for (benefit from) income taxes in the Consolidated Statements of Income.

As of November 2, 2024 and October 28, 2023, the Company had liabilities of approximately $ 73.7 million and $ 70.7 million, respectively, for interest and penalties, which is included within the provision for income taxes in the Consolidated Statements of Income.

ANALOG DEVICES, INC.

3 unchanged sentences

Balance, October 30, 2021

Additions for tax positions related to the Acquisition 15,267

Additions for tax positions related to current year 11,800

Additions for tax positions related to prior years

Additions for tax positions related to the Acquisition 91,179

Reductions due to lapse of applicable statute of limitations ( 3,965 )

Balance, October 29, 2022

Additions for tax positions related to the Acquisition 15,267

Additions for tax positions related to current year 5,895

3 unchanged sentences

Additions for tax positions related to current year 5,793

Additions for tax positions related to prior years 17,096

Reductions for tax positions related to prior years

Reductions due to lapse of applicable statute of limitations ( 3,013 )

Balance, October 28, 2023

In fiscal 2021, the Company acquired $ 125.5 million in reserves as part of the Acquisition consisting of $ 91.2 million in tax and $ 34.3 million in accrued interest.

In fiscal 2023, the Company continued to engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions.

Balance, November 2, 2024

In fiscal 2024, the Company continued to engage in discussions with tax authorities regarding tax matters in various jurisdictions.

It is reasonably possible that the balance of unrealized tax benefits, including accrued interest and penalties, could decrease by up to $ 140.0 million within the next twelve months due to the completion of federal tax audits, including any administrative appeals.

1 unchanged sentence

The Company has numerous audits ongoing at any time throughout the world including:

an IRS income tax audit for fiscal year ended November 2, 2019 (fiscal 2019) and fiscal year ended November 3, 2018 (fiscal 2018), a pre-Acquisition IRS income tax audit for Maxim's fiscal years ended June 27, 2015 through August 26, 2021, and various U.S.

an IRS income tax audit for the fiscal years ended October 30, 2021 (fiscal 2021), November 2, 2019 (fiscal 2019) and November 3, 2018 (fiscal 2018);

a pre-Acquisition IRS income tax audit for Maxim’s fiscal years ended June 27, 2015 through August 26, 2021;

and various U.S.

state and local tax audits and international audits, including an Irish corporate tax audit for fiscal 2019.

8 unchanged sentences

Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable adjusted term SOFR plus a margin based on the Company’s Debt Ratings (as defined in the Revolving Credit Agreement) from time to time of between 0.690 % and 1.175 %.

As of October 28, 2023, 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.

As of November 2, 2024, 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.

In addition, the Company has agreed to pay a facility fee based on the Company’s Debt Ratings from time to time of between 0.060 % and 0.200 % multiplied by the actual daily amount of the Commitments (as defined in the Revolving Credit Agreement) in effect.

The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides

The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate and facility fee reductions or increases based on the Company meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions and renewable energy usage.

For calendar year 2023, the Company exceeded the target thresholds for greenhouse gas emission and renewable energy usage, which resulted in immaterial adjustments to administrative and interest fees due under the facility.

The Revolving Credit Agreement includes a multicurrency

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

for interest rate and facility fee reductions or increases based on the Company meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions and renewable energy usage.

For calendar year 2022, the Company was within its target threshold range for greenhouse gas emission which resulted in no pricing adjustment.

The Company exceeded the target threshold for renewable energy usage, which resulted in a modest pricing benefit on its commitment fee and any future borrowings.

This adjustment did not have a material impact on the Company's business, net income or financing costs.

The Revolving Credit Agreement includes a multicurrency borrowing feature for certain specified foreign currencies.

borrowing feature for certain specified foreign currencies.

The Company will guarantee the obligations of each subsidiary that is named a Designated Borrower under the Revolving Credit Agreement.

The Revolving Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries.

As of October 28, 2023, the Company was in compliance with these covenants.

As of November 2, 2024, the Company was in compliance with these covenants.

On December 14, 2015, the Company issued $ 850.0 million aggregate principal amount of 3.9 % senior unsecured notes due December 15, 2025 (the December 2025 Notes) and $ 400.0 million aggregate principal amount of 5.3 % senior unsecured notes due December 15, 2045 (the 2045 Notes) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing June 15, 2016.

The net proceeds of the offering were $ 1.2 billion, after discounts and issuance costs.

On October 5, 2021 and October 7, 2021, $ 325.5 million, or 38.3 %, of the $ 850.0 million aggregate principal amount of the December 2025 Notes at a price of $1,112.13 for each $1,000 principal amount of December 2025 Notes, and $ 67.4 million, or 16.85 %, of the $ 400.0 million aggregate principal amount of the 2045 Notes at a price of $1,400.67 for each $1,000 principal amount of 2045 Notes, were tendered for repurchase and canceled.

On October 20, 2021, the remaining December 2025 Notes were redeemed for cash at a redemption price equal to $1,103.81 for each $1,000 principal amount of the December 2025 Notes.

Debt discounts and issuance costs will be amortized through interest expense over the term of the 2045 Notes.

4 unchanged sentences

and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party.

As of October 28, 2023, the Company was in compliance with these covenants.

As of November 2, 2024, the Company was in compliance with these covenants.

On December 5, 2016, the Company issued $ 400.0 million aggregate principal amount of 2.5 % senior unsecured notes due December 5, 2021 (the 2021 Notes), $ 550.0 million aggregate principal amount of 3.125 % senior unsecured notes due December 5, 2023 (the December 2023 Notes), $ 900.0 million aggregate principal amount of 3.5 % senior unsecured notes due December 5, 2026 (the 2026 Notes) and $ 250.0 million aggregate principal amount of 4.5 % senior unsecured notes due December 5, 2036 (the 2036 Notes) with semi-annual fixed interest payments due on June 5 and December 5 of each year, commencing June 5, 2017.

5 unchanged sentences

The 2026 Notes and 2036 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of October 28, 2023, the Company was in compliance with these covenants.

As of November 2, 2024, the Company was in compliance with these covenants.

On April 8, 2020, in an underwritten public offering of green bonds, the Company issued $ 400.0 million aggregate principal amount of 2.95 % senior unsecured notes due April 1, 2025 (the April 2025 Notes), with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing on October 1, 2020.

1 unchanged sentence

Debt discounts and underwriting fees will be amortized through interest expense over the term of the April 2025 Notes.

At any time prior to March 1, 2025, the Company may, at its option, redeem some or all of the April 2025 Notes at a redemption price equal to the greater of 100 % of

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the principal amount of the April 2025 Notes being redeemed and the make-whole premium, plus accrued and unpaid interest on the April 2025 Notes being redeemed, if any, to but excluding the date of redemption.

At any time prior to March 1, 2025, the Company may, at its option, redeem some or all of the April 2025 Notes at a redemption price equal to the greater of 100 % of the principal amount of the April 2025 Notes being redeemed and the make-whole premium, plus accrued and unpaid interest on the April 2025 Notes being redeemed, if any, to but excluding the date of redemption.

The April 2025 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The April 2025 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of October 28, 2023, the Company was in compliance with these covenants.

In conjunction with the Acquisition, the Company recognized $ 500.0 million aggregate principal amount of Maxim’s 3.375 % senior unsecured and unsubordinated notes due March 15, 2023 (the Maxim 2023 Notes) and $ 500.0 million aggregate principal amount of Maxim’s 3.45 % senior unsecured and unsubordinated notes due June 15, 2027 (the Maxim 2027 Notes), which were recognized at fair value as of the Acquisition Date.

On October 5, 2021, Maxim gave notice that it would redeem the Maxim 2023 Notes, and in November 2021 (fiscal 2022), the Maxim 2023 Notes were redeemed for cash.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In conjunction with the Acquisition, $ 500.0 million aggregate principal amount of Maxim’s 3.375 % senior unsecured and unsubordinated notes due March 15, 2023 (the Maxim 2023 Notes) and $ 500.0 million aggregate principal amount of Maxim’s 3.45 % senior unsecured and unsubordinated notes due June 15, 2027 (the Maxim 2027 Notes), were recognized by the Company at fair value as of the Acquisition Date.

In November 2021 (fiscal 2022), the Maxim 2023 Notes were redeemed for cash.

On October 5, 2021, in an underwritten public offering, the Company issued $ 500.0 million aggregate principal amount of floating rate senior notes due October 1, 2024 (the Floating Rate Notes), $ 750.0 million aggregate principal amount of 1.7 % sustainability-linked senior notes due October 1, 2028 (the Sustainability-Linked Senior Notes), $ 1.0 billion aggregate principal amount of 2.1 % senior notes due October 1, 2031 (the 2031 Notes), $ 750.0 million aggregate principal amount of 2.8 % senior notes due October 1, 2041 (the 2041 Notes), and $ 1.0 billion aggregate principal amount of 2.95 % senior notes due October 1, 2051 (the 2051 Notes, and, together with the Floating Rate Notes, the Sustainability-Linked Senior Notes, the 2031 Notes and the 2041 Notes, the Notes).

The Floating Rate Notes bear interest at a floating annual rate equal to a benchmark rate, which initially is Compounded SOFR (as defined in the Supplemental Indenture) plus 25 basis points.

As of October 28, 2023, the interest rate on the Floating Rate Notes was 0.3 % per annum.

Interest payments on the Floating Rate Notes are due on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2022.

The Floating Rate Notes bore interest at a floating annual rate equal to a benchmark rate, which initially is Compounded SOFR (as defined in the supplemental indenture governing such notes) plus 25 basis points.

On October 1, 2024 the Floating Rate Notes were paid in full at maturity.

The Sustainability-Linked Senior Notes initially bear interest at a rate of 1.7 % per annum and are subject to an increase of an additional 30 basis points from April 1, 2026 to the maturity date unless the Sustainability Performance Target (as defined in the Sustainability-Linked Senior Notes) has been satisfied.

Semi-annual fixed interest payments on the Sustainability-Linked Senior Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes are due on April 1 and October 1 of each year, beginning on April 1, 2022.

At any time prior to August 1, 2028 in the case of the Sustainability-Linked Senior Notes, July 1, 2031 in the case of the 2031 Notes, April 1, 2041 in the case of the 2041 Notes and April 1, 2051 in the case of the 2051 Notes (each, a Par Call Date), the Company may, at its option, redeem some or all of the applicable series of Notes at a redemption price equal to the greater of (i) 100 % of the principal amount of such series of Notes being redeemed and (ii) the make-whole redemption price (as described in the Supplemental Indenture).

On and after the applicable Par Call Date, the Company may, at its option, redeem some or all of the applicable series of Notes at a redemption price equal to 100 % of the principal amount of the Notes being redeemed.

In each case, the Company will also pay the accrued and unpaid interest on the Notes being redeemed to, but excluding, the date of redemption.

The Company may not redeem the Floating Rate Notes prior to their maturity.

The Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

1 unchanged sentence

The Notes were issued pursuant to an indenture, as supplemented by a supplemental indenture, and the indenture and supplemental indenture contain certain covenants, events of default and other customary provisions.

As of October 28, 2023, the Company was in compliance with these covenants.

As of November 2, 2024, the Company was in compliance with these covenants.

On September 15, 2022, in an underwritten public offering, the Company issued $ 300.0 million aggregate principal amount of 4.250 % senior notes due October 1, 2032 (the 2032 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing April 1, 2023.

5 unchanged sentences

The 2032 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of October 28, 2023, the Company was in compliance with these covenants.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

5 unchanged sentences

The Unregistered 2027 Notes bear interest at a rate of 3.450 % per annum, with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing on December 15, 2022 and will mature on June 15, 2027.

On April 26,2023, the Company redeemed for cash all of the outstanding $ 59.8 million aggregate principal amount of Maxim 2027 Notes in accordance with the terms of the indenture governing the Maxim 2027 Notes.

The Maxim 2027 Notes were redeemed for cash at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim 2027 Notes and included accrued interest.

As of April 27, 2023, there were no Maxim 2027 Notes outstanding.

On September 19, 2023, the Company completed an offer to exchange in which the Company exchanged Unregistered 2027 Notes for a like principal amount of new notes that are identical in all material respects to the terms of the Unregistered 2027 Notes, except that the new notes have been registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the Unregistered 2027 Notes do not apply to the new notes (the 2027 Notes).

On April 26, 2023, the Company redeemed for cash the $ 59.8 million aggregate principal amount of Maxim 2027 Notes that remained outstanding at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim 2027 Notes and included accrued interest.

On September 19, 2023, the Company completed a registered exchange offer in which the Company exchanged the Unregistered 2027 Notes for a like principal amount of new notes registered under the Securities Act with the same interest rates and maturity dates as the Unregistered 2027 Notes (the 2027 Notes).

As of October 28, 2023, the Company was in compliance with the covenants contained in the indenture and supplemental indenture governing the 2027 Notes.

2 unchanged sentences

commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.

The Company intends to use the net proceeds of the CP Notes for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.

As of October 28, 2023, the Company had $ 547.2 million of outstanding borrowings under the commercial paper program recorded in the Consolidated Balance Sheet.

The carrying value of the outstanding CP Notes approximated fair value at October 28, 2023.

The net proceeds of the CP Notes are used for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.

As of November 2, 2024, the Company had $ 547.7 million of outstanding borrowings under the commercial paper program recorded in the Consolidated Balance Sheets.

The carrying value of the outstanding CP Notes approximated fair value at November 2, 2024.

On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of

5.050 % senior notes due April 1, 2034 (the 2034 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.

The net proceeds of the offering were $ 545.5 million, after discounts and issuance costs.

Prior to January 1, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on January 1, 2034) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2034 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after January 1, 2034, the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2034 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2034 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of 5.300 % senior notes due April 1, 2054 (the 2054 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.

The net proceeds of the offering were $ 542.3 million, after discounts and issuance costs.

Prior to October 1, 2053 (six months prior to the maturity date of the 2054 Notes), the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2054 Notes matured on October 1, 2053) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2054 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after October 1, 2053, the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2054 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2054 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2054 Notes were issued pursuant to the ADI Base Indenture, as supplemented by a supplemental indenture, which contain covenants similar to those applicable to the 2045 Notes, events of default and other customary provisions.

As of November 2, 2024, the Company was in compliance with these covenants.

ANALOG DEVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s debt consisted of the following as of October 28, 2023 and October 29, 2022:

October 28, 2023 October 29, 2022

The Company’s debt consisted of the following as of November 2, 2024 and October 28, 2023:

November 2, 2024 October 28, 2023

Principal Unamortized discounts, debt issuance costs and fair value adjustments Principal Unamortized discount and debt issuance costs

2024 Notes, due October 2024 $ — $ — $ 500,000 $ 1,973

2025 Notes, due April 2025 $ — $ — $ 400,000 $ 1,261

2026 Notes, due December 2026 900,000 2,691 900,000 3,983

Maxim Notes, due June 2027

— — 59,788 ( 5,311 )

2027 Notes, due June 2027 440,212 ( 20,150 ) 440,212 ( 28,750 )

1 unchanged sentence

2031 Notes, due October 2031 (1) 1,000,000 46,450 1,000,000 92,599

1,000,000 92,599 1,000,000 12,381

2032 Notes, due October 2032 300,000 3,048 300,000 3,438

2034 Notes, due April 2034 550,000 4,211 — —

2036 Notes, due December 2036 144,278 1,459 144,278 1,577

2 unchanged sentences

2051 Notes, due October 2051 1,000,000 16,757 1,000,000 17,385

2054 Notes, due April 2054 550,000 7,523 — —

Total Long-Term Debt 6,717,077 82,764 6,017,077 114,620

2024 Notes, due October 2024 — — 500,000 948

2025 Notes, due April 2025 400,000 364 — —

Commercial paper notes 547,738 — 547,224 —

547,224 — — —

Total Current Debt 947,738 364 1,047,224 948

1,047,224 948 — —

Total Debt $ 7,664,815 $ 83,128 $ 7,064,301 $ 115,568

8 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 8. Financial Statements and Supplementary Data