ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)

For the Three Months Ended February 2, 2019
Capital in
Accumulated
Other
Common Stock Excess of Retained Comprehensive
Shares Amount Par Value Earnings (Loss) Income
BALANCE, NOVEMBER 3, 2018 (1) 370,160
$ 61,694
$ 5,282,222
$ 5,982,697
$ (58,440 )
Activity in Three-Month Period

Effect of Accounting Standards Update 2016-16 (see Note 1) 331,026

Net Income — 2019 355,006

Dividends declared and paid (177,716 )
Issuance of stock under stock plans and other 771
129
19,100

Stock-based compensation expense 36,393

Other comprehensive income (19,581 )
Common stock repurchased (2,617 ) (436 ) (226,657 )
BALANCE, FEBRUARY 2, 2019 368,314
$ 61,387
$ 5,111,058
$ 6,491,013
$ (78,021 )

For the Three Months Ended February 3, 2018
Capital in
Accumulated
Other
Common Stock Excess of Retained Comprehensive
Shares Amount Par Value Earnings (Loss) Income
BALANCE, OCTOBER 28, 2017 (1) 368,636
$ 61,441
$ 5,250,519
$ 5,179,024
$ (61,359 )
Activity in Three-Month Period
Net Income — 2018 293,240

Dividends declared and paid (166,719 )
Issuance of stock under stock plans and other 1,251
$ 208
37,604

Stock-based compensation expense 37,902

Other comprehensive income 17,002
Common stock repurchased (83 ) (14 ) (7,916 )
BALANCE, FEBRUARY 3, 2018 369,804
$ 61,635
$ 5,318,109
$ 5,305,545
$ (44,357 )



	Three Months Ended May 4, 2019
						Capital in						Accumulated Other
	Common Stock					Excess of			Retained			Comprehensive
	Shares		Amount			Par Value			Earnings			(Loss) Income
BALANCE, FEBRUARY 2, 2019	368,314		$	61,387		$	5,111,058		$	6,491,013		$	(78,021	)
Net income									367,937
Dividends declared and paid - $0.54 per share									(199,501		)
Issuance of stock under stock plans and other	2,369		395			67,283
Stock-based compensation expense						40,229
Other comprehensive loss												(18,000		)
Common stock repurchased	(922	)	(154		)	(101,368		)
BALANCE, MAY 4, 2019	369,761		$	61,628		$	5,117,202		$	6,659,449		$	(96,021	)

	Six Months Ended May 4, 2019
						Capital in						Accumulated Other
	Common Stock					Excess of			Retained			Comprehensive
	Shares		Amount			Par Value			Earnings			(Loss) Income
BALANCE, NOVEMBER 3, 2018 (1)	370,160		$	61,694		$	5,282,222		$	5,982,697		$	(58,440	)
Effect of Accounting Standards Update 2016-16 (see Note 1)									331,026
Net income									722,943
Dividends declared and paid - $1.02 per share									(377,217		)
Issuance of stock under stock plans and other	3,140		524			86,383
Stock-based compensation expense						76,622
Other comprehensive loss												(37,581		)
Common stock repurchased	(3,539	)	(590		)	(328,025		)
BALANCE, MAY 4, 2019	369,761		$	61,628		$	5,117,202		$	6,659,449		$	(96,021	)


(1)	Balances have been restated to reflect the full retrospective adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). See Note 1, Basis of Presentation, in the Notes to Condensed Consolidated Financial Statements.

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)



	Three Months Ended May 5, 2018
						Capital in						Accumulated Other
	Common Stock					Excess of			Retained			Comprehensive
	Shares		Amount			Par Value			Earnings			(Loss) Income
BALANCE, FEBRUARY 3, 2018 (1)	369,804		$	61,635		$	5,318,109		$	5,305,545		$	(44,357	)
Net income									400,328
Dividends declared and paid - $0.48 per share									(178,282		)
Issuance of stock under stock plans and other	1,324		221			27,524
Stock-based compensation expense						38,914
Other comprehensive loss												(8,654		)
Common stock repurchased	(231	)	(39		)	(21,939		)
BALANCE, MAY 5, 2018	370,897		$	61,817		$	5,362,608		$	5,527,591		$	(53,011	)

	Six Months Ended May 5, 2018
						Capital in						Accumulated Other
	Common Stock					Excess of			Retained			Comprehensive
	Shares		Amount			Par Value			Earnings			(Loss) Income
BALANCE, OCTOBER 28, 2017 (1)	368,636		$	61,441		$	5,250,519		$	5,179,024		$	(61,359	)
Net income									693,568
Dividends declared and paid - $0.93 per share									(345,001		)
Issuance of stock under stock plans and other	2,575		429			65,128
Stock-based compensation expense						76,816
Other comprehensive income												8,348
Common stock repurchased	(314	)	(53		)	(29,855		)
BALANCE, MAY 5, 2018	370,897		$	61,817		$	5,362,608		$	5,527,591		$	(53,011	)


(1)	Balances have been restated to reflect the full retrospective adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). See Note 1, Basis of Presentation, in the Notes to Condensed Consolidated Financial Statements.

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Three Months Ended						Six Months Ended
	February 2, 2019			February 3, 2018 (1)			May 4, 2019			May 5, 2018 (1)
Cash flows from operating activities:
Net income	$	355,006		$	293,240		$	722,943		$	693,568
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	58,293			56,415			117,435			113,004
Amortization of intangibles	142,292			142,050			284,525			285,004
Stock-based compensation expense	36,393			37,902			76,622			76,816
Non-cash portion of special charge	4,367			—			4,367			—
Deferred income taxes	15,652			(677,603		)	(21,843		)	(705,640		)
Other non-cash activity	6,693			6,762			18,429			10,104
Changes in operating assets and liabilities	(246,929		)	529,922			(159,829		)	634,326
Total adjustments	16,761			95,448			319,706			413,614
Net cash provided by operating activities	371,767			388,688			1,042,649			1,107,182
Cash flows from investing activities:
Additions to property, plant and equipment	(90,993		)	(63,222		)	(166,202		)	(117,122		)
Payments for acquisitions, net of cash acquired							—			(52,339		)
Changes in other assets	(5,222		)	(1,278		)	(4,585		)	(1,029		)
Net cash used for investing activities	(96,215		)	(64,500		)	(170,787		)	(170,490		)
Cash flows from financing activities:
Proceeds from debt							—			743,778
Proceeds from revolver	75,000			—			75,000			—
Payments on revolver	(75,000		)	—			(75,000		)	—
Debt repayments	(100,000		)	(420,000		)	(350,000		)	(1,620,000		)
Dividend payments to shareholders	(177,716		)	(166,719		)	(377,217		)	(345,001		)
Repurchase of common stock	(227,093		)	(7,930		)	(328,615		)	(29,908		)
Proceeds from employee stock plans	19,229			37,812			86,907			65,557
Contingent consideration payment							(4,000		)	(542		)
Changes in other financing activities	(569		)	8,811			(2,144		)	7,945
Net cash used for financing activities	(486,149		)	(548,026		)	(975,069		)	(1,178,171		)
Effect of exchange rate changes on cash	(130		)	3,550			217			158
Net decrease in cash and cash equivalents	(210,727		)	(220,288		)	(102,990		)	(241,321		)
Cash and cash equivalents at beginning of period	816,591			1,047,838			816,591			1,047,838
Cash and cash equivalents at end of period	$	605,864		$	827,550		$	713,601		$	806,517

(1) Balances have been restated to reflect the full retrospective adoption of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). See Note 1, Basis of Presentation, in the Notes to Condensed Consolidated Financial Statements.

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~FEBRUARY 2,~~MAY 4, 2019

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

Note 1 – Basis of Presentation

In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 3, 2018 (fiscal 2018) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending November 2, 2019 (fiscal 2019) or any future period.

The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. Fiscal 2019 is a 52-week fiscal year and fiscal 2018 was a 53-week fiscal year. The additional week in fiscal 2018 was included in the first quarter ended February 3, 2018. Therefore, the first ~~three~~six months of fiscal 2019 included one less week of operations as compared to the first ~~three~~six months of fiscal 2018. Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2019 presentation.

As further discussed in Note 2, Revenue Recognition and Note 13, New Accounting Pronouncements, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09), in the first quarter of fiscal 2019. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period showing, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized as of the date of initial application. The Company adopted ASU 2014-09 using the full retrospective method and applied the practical expedient, in which the Company is not required to disclose the amount of consideration allocated to any remaining performance obligations or an explanation of when the Company expects to recognize that amount as revenue for all reporting periods presented before the date of the initial application.

As a result of the adoption of ASU 2014-09, the Company changed its accounting policy for revenue recognition and recognizes revenue from product sales to its customers and distributors when title passes, which is generally upon shipment. Prior to the adoption of ASU 2014-09, revenue and the related cost of sales on shipments to certain distributors were deferred until the distributor resold the products to their end customers. See Note 2, Revenue Recognition, in these Notes to Condensed Consolidated Financial Statements for the details of the Company’s revenue recognition policies. The adoption of ASU 2014-09 impacted the Company’s condensed consolidated statements of income and balance sheets but did not impact its condensed consolidated statements of cash flows, with the exceptions of net income and reclassifications within adjustments to reconcile net income to cash provided by operations, and did not impact the condensed consolidated statement of shareholders' equity, with the exceptions of retained earnings and net income. As shown in the tables below, pursuant to the guidance in ASU 2014-09, the Company restated its historical financial results to be consistent with the standard. Accordingly, the amounts for all periods presented in this Form 10-Q reflect the impact of ASU 2014-09.



Condensed Consolidated Statement of Income	Three Months Ended May 5, 2018
	As Reported			Impact of Adoption		As Adjusted
Revenue	$	1,513,053		$	50,449	$	1,563,502
Cost of sales	479,241			11,871		491,112
Gross margin	1,033,812			38,578		1,072,390
Operating expenses:
Research and development	289,472			—		289,472
Selling, marketing, general and administrative	172,146			—		172,146
Amortization of intangibles	107,129			—		107,129
Special charges	1,089			—		1,089
	569,836			—		569,836
Operating income	463,976			38,578		502,554
Nonoperating expense (income):
Interest expense	64,792			—		64,792
Interest income	(1,912		)	—		(1,912		)
Other, net	(451		)	—		(451		)
	62,429			—		62,429
Income before income taxes	401,547			38,578		440,125
Provision for income taxes	21,716			18,081		39,797
Net income	$	379,831		$	20,497	$	400,328
Shares used to compute earnings per common share – basic	370,384			—		370,384
Shares used to compute earnings per common share – diluted	374,778			—		374,778
Basic earnings per common share	$	1.02		$	0.06	$	1.08
Diluted earnings per common share	$	1.01		$	0.05	$	1.06


Condensed Consolidated Statement of Income	Three Months Ended February 3, 2018								Six Months Ended May 5, 2018
(thousands, except per share amounts)	As Reported			Impact of Adoption		As Adjusted
									As Reported			Impact of Adoption		As Adjusted
Revenue	$	1,518,624		$	48,246	$	1,566,870		$	3,031,677		$	98,695	$	3,130,372
Cost of sales	483,434			11,753		495,187			962,675			23,624		986,299
Gross margin	1,035,190			36,493		1,071,683			2,069,002			75,071		2,144,073
Operating expenses:
Research and development	288,597			—		288,597			578,069			—		578,069
Selling, marketing, general and administrative	176,908			—		176,908			349,054			—		349,054
Amortization of intangibles	107,019			—		107,019			214,148			—		214,148
Special charges	57,318			—		57,318			58,407			—		58,407
	629,842			—		629,842			1,199,678			—		1,199,678
Operating income	405,348			36,493		441,841			869,324			75,071		944,395
Nonoperating expense (income):
Interest expense	68,030			—		68,030			132,822			—		132,822
Interest income	(2,092		)	—		(2,092		)	(4,004		)	—		(4,004		)
Other, net	556			—		556			105			—		105
	66,494			—		66,494			128,923			—		128,923
Income before income taxes	338,854			36,493		375,347			740,401			75,071		815,472
Provision for income taxes	70,682			11,425		82,107			92,398			29,506		121,904
Net income	$	268,172		$	25,068	$	293,240		$	648,003		$	45,565	$	693,568
Shares used to compute earnings per common share – basic	369,093			—		369,093			369,685			—		369,685
Shares used to compute earnings per common share – diluted	374,189			—		374,189			374,430			—		374,430
Basic earnings per common share	$	0.72		$	0.07	$	0.79		$	1.75		$	0.12	$	1.87
Diluted earnings per common share	$	0.71		$	0.07	$	0.78		$	1.72		$	0.12	$	1.84

The impact on the Company's previously reported condensed consolidated balance sheet line items is as follows:



	November 3, 2018
	As Reported		Impact of Adoption			As Adjusted
Deferred tax assets	$	21,078	$	(11,413	)	$	9,665
Deferred income on shipments to distributors, net	$	487,417	$	(487,417	)	$	—
Accrued liabilities	$	497,080	$	133,027		$	630,107
Deferred income taxes	$	927,065	$	63,344		$	990,409
Retained earnings	$	5,703,064	$	279,633		$	5,982,697

November 3, 2018
(thousands) As Reported Impact of Adoption As Adjusted
Deferred tax assets $ 21,078
$ (19,353 ) $ 1,725
Deferred income on shipments to distributors, net $ 487,417
$ (487,417 ) $ —
Accrued liabilities $ 497,080
$ 133,027
$ 630,107
Deferred income taxes $ 927,065
$ 55,404
$ 982,469
Retained earnings $ 5,703,064
$ 279,633
$ 5,982,697

In addition, in the first quarter of fiscal 2019, the Company adopted ASU 2016-16, Income Taxes (Topic 740) (ASU 2016-16) using the modified retrospective method with a cumulative-effect adjustment directly to retained earnings. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The adoption of ASU 2016-16 resulted in the following cumulative-effect increase in the Company's deferred tax assets, deferred tax liabilities and retained earnings as follows:


	November 4, 2018						November 4, 2018
(thousands)	Beginning Balance November 3, 2018 as Adjusted		Impact of Adoption of ASU 2016-16		Balance November 4, 2018
							Beginning Balance November 3, 2018 as Adjusted		Impact of Adoption of ASU 2016-16		Balance November 4, 2018
Deferred tax assets	$	1,725	$	1,655,129	$	1,656,854	$	9,665	$	1,655,129	$	1,664,794
Deferred income taxes	$	982,469	$	1,324,103	$	2,306,572	$	990,409	$	1,324,103	$	2,314,512
Retained earnings	$	5,982,697	$	331,026	$	6,313,723	$	5,982,697	$	331,026	$	6,313,723



ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Exposure

Based on the ~~$1.7~~$1.4 billion of floating rate debt outstanding as of ~~February 2,~~May 4, 2019, our annual interest expense would change by approximately ~~$16.8~~$14.3 million for each 100 basis point increase in interest rates.

There were no other material changes in the ~~three-month~~six-month period ended ~~February 2,~~May 4, 2019 to the information provided under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” set forth in our Annual Report on Form 10-K for the fiscal year ended November 3, 2018.



ITEM 4.	Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~February 2,~~May 4, 2019. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~February 2,~~May 4, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended ~~February 2,~~May 4, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION



ITEM 1A.	Risk Factors

Set forth below and elsewhere in this report and in other documents we file with the Securities and Exchange Commission (SEC) are descriptions of certain risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our business. The description below includes any material changes to and supersedes the description of the risk factors affecting our business previously discussed in "Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended November 3, 2018.

Disruptions in global credit and financial markets could materially and adversely affect our business and results of operations.

Continuing uncertainty regarding the stability of global credit and financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders for our products and make it difficult for us to accurately forecast and plan our future business activities. Significant disruption to global credit and financial markets may also adversely affect our ability to access external financing sources on acceptable terms. Financial difficulties experienced by our customers could result in nonpayment or payment delays for previously purchased products, thereby increasing our credit risk exposure. Uncertainty regarding the future stability of the global credit and financial markets could cause the value of the currency in the affected markets to deteriorate, thus reducing the purchasing power of those customers. In addition, financial difficulties experienced by our suppliers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory challenges. If economic conditions deteriorate, we may record additional charges relating to restructuring costs or the impairment of assets and our business and results of operations could be materially and adversely affected.

Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may materially fluctuate.

Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may be materially affected by a number of factors, including:

the effects of adverse economic conditions in the markets in which we sell our products;

changes in customer demand for our products and/or for end products that incorporate our products;

the timing, delay, reduction or cancellation of significant customer orders and our ability to manage inventory;

fluctuations in customer order patterns and seasonality;

our ability to accurately forecast distributor demand for our products;

our ability to accurately estimate future distributor pricing credits and/or stock rotation rights;

our ability to effectively manage our cost structure in both the short term and over a longer duration;

changes in geographic, product or customer mix;

changes in our effective tax rates or new or revised tax legislation in the United States, Ireland or worldwide;

the effects of issued, threatened or retaliatory government sanctions, trade barriers or economic restrictions, changes in law, regulations or other restrictions, including executive orders, changes in import and export regulations, export classifications or changes in duties and tariffs, particularly with respect to China;

the timing of new product announcements or introductions by us, our customers or our competitors and the market acceptance of such products;

pricing decisions and competitive pricing pressures;

fluctuations in manufacturing yields, adequate availability of wafers and other raw materials, and manufacturing, assembly and test capacity;

the ability of our third-party suppliers, subcontractors and manufacturers to supply us with sufficient quantities of raw materials, products and/or components;

a decline in infrastructure spending by foreign governments, including China;

a decline in the U.S. government defense budget, changes in spending or budgetary priorities, a prolonged U.S. government shutdown or delays in contract awards;

any significant decline in our backlog;

our ability to recruit, hire, retain and motivate adequate numbers of engineers and other qualified employees to meet the demands of our customers;

our ability to generate new design opportunities and win competitive bid selection processes;

the increasing costs of providing employee benefits worldwide, including health insurance, retirement plan and pension plan contributions and retirement benefits;

our ability to utilize our manufacturing facilities at efficient levels;

potential significant litigation-related costs or product warranty and/or indemnity claims, including those not covered by our suppliers or insurers;

the difficulties inherent in forecasting future operating expense levels, including with respect to costs associated with labor, utilities, transportation and raw materials;

the costs related to compliance with increasing worldwide government, environmental and social responsibility regulations;

new accounting pronouncements or changes in existing accounting standards and practices; and

the effects of public health emergencies, natural disasters, widespread travel disruptions, security risks, terrorist activities, international conflicts and other events beyond our control.

In addition, the semiconductor market has historically been cyclical and subject to significant economic upturns and downturns. Our business and certain of the end markets we serve are also subject to rapid technological changes and material fluctuations in demand based on end-user preferences. There can be no assurance (i) that products stocked in our inventory will not be rendered obsolete before we ship them, or (ii) that we will be able to design, develop and produce products in a timely fashion to accommodate changing customer demand. As a result of these and other factors, we may experience material fluctuations in future revenue, gross margins, operating results, net income and earnings per share on a quarterly or annual basis. Our historical financial performance and results of operations should not be relied upon as indicators of future performance or results. In addition, if our revenue, gross margins, operating results, net income and earnings per share results or expectations do not meet the expectations of securities analysts or investors, the market price of our common stock may decline.

Our acquisition of Linear Technology Corporation (Linear) and the integration of its business, operations and employees with our own may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the acquisition may not be fully realized, which could adversely impact our business operations, financial condition and results of operations.

We completed the acquisition of Linear, which we refer to as the Acquisition, on March 10, 2017. The success of the Acquisition, including the achievement of anticipated benefits and cost savings of the Acquisition, is subject to a number of uncertainties and will depend, in part, on our ability to successfully combine and integrate Linear's business into our business in an efficient and effective manner. Potential difficulties the combined company may encounter in the integration process include the following:

the inability to successfully integrate Linear's business into our own in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the Acquisition, which could result in the anticipated benefits of the Acquisition not being realized partly or wholly in the time frame currently anticipated or at all;

integrating personnel, IT systems and corporate, finance and administrative infrastructures of the two companies while maintaining focus on providing consistent, high quality products and services;

coordinating and integrating our internal operations, compensation and benefits programs, policies and procedures, and corporate structures; and

servicing the substantial debt that we have incurred in connection with the Acquisition.

Any of these factors could result in the combined company failing to realize the anticipated benefits of the Acquisition, on the expected timeline or at all, and could adversely impact our business operations, financial condition and results of operations.

Increases in our effective tax rate and exposure to additional tax liabilities may adversely impact our results of operations.

Our effective tax rate reflects the applicable tax rate in effect in the various tax jurisdictions around the world where our income is earned. Our effective tax rate for the first ~~three~~six months of the fiscal year ending November 2, 2019 was below our U.S. federal statutory rate of 21%. It was also below our blended U.S. federal statutory tax rate of 23.4% for the fiscal year ended November 3, 2018. This is primarily due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income. A number of factors may increase our future effective tax rate, including: new or revised tax laws or legislation or the interpretation of such laws or legislation by governmental authorities; increases in tax rates in various jurisdictions; variation in the mix of jurisdictions in which our profits are earned and taxed; deferred taxes arising from basis differences in investments in foreign subsidiaries; any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide, including our current transfer pricing appeal in Ireland; changes in the valuation of our deferred tax assets and liabilities; adjustments to income taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization of assets acquired in connection with strategic transactions; decreased availability of tax deductions for stock-based compensation awards worldwide; and changes in available tax credits. In addition, we have a partial tax holiday through July 2025 in Malaysia. The ability to extend such tax holiday beyond its expiration date cannot be assured. In addition, if we fail to meet certain conditions of the tax holiday, we may lose the benefit of the tax holiday and/or be subject to additional taxes and/or penalties. Any significant increase in our future effective tax rate could adversely impact our net income during future periods.

In addition, we are subject to laws and regulations in various jurisdictions that determine how much profit has been earned and when it is subject to taxation in that jurisdiction. Changes in these laws and regulations, including those that align to or are associated with the Organization for Economic Cooperation and Development's Base Erosion and Profit Shifting (BEPS) Actions Plans, could impact the jurisdictions where we are deemed to earn income, which could in turn adversely affect our tax liability and results of operations.

We may be unable to adequately protect our proprietary intellectual property rights, which may limit our ability to compete effectively.

Our future success depends, in part, on our ability to protect our intellectual property. We primarily rely on patent, mask work, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our proprietary technologies and processes. Despite our efforts to protect our intellectual property, it is possible that competitors or other unauthorized third parties may obtain, copy, reverse engineer, use or disclose our technologies, products and processes. Moreover, the laws of foreign countries in which we design, manufacture, market and sell our products may afford little or no effective protection of our proprietary intellectual property.

There can be no assurance that the claims allowed in our issued patents will be sufficiently broad to protect our technology. In addition, any of our existing or future patents may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide us with adequate protection. We may not be able to obtain foreign patents or pending applications corresponding to our U.S. patents and applications. Even if patents are granted, enforcement may not be available or achieved under the circumstances. If our patents and mask works do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents.

We generally enter into confidentiality agreements with our employees, consultants and strategic partners. We also try to control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our products or technology without our authorization. Also, former employees may seek employment with our business partners, customers or competitors, and there can be no assurance that the confidential nature of our proprietary information will be maintained in the course of such future employment.

A significant disruption in, or breach in security of, our information technology systems or certain of our products could materially and adversely affect our business or reputation.

We rely on information technology systems throughout our company to keep financial records and customer data, process orders, manage inventory, coordinate shipments to customers, maintain confidential and proprietary information, assist in semiconductor engineering and other technical activities and operate other critical functions such as Internet connectivity, network communications and email. Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, employee malfeasance, user errors, catastrophes or other unforeseen events. We also rely upon external cloud providers for certain infrastructure activities. If we were to experience a prolonged disruption in the information technology systems that involve our internal communications or our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business. We may also be subject to security breaches of our information technology systems

and certain of our products caused by viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by third parties or our employees or contractors. Our security measures or those of our third party service providers may not detect or prevent security breaches, defects, bugs or errors. In addition, we provide our confidential and proprietary information to our strategic partners in certain cases where doing so is necessary to conduct our business. While we employ confidentiality agreements to protect such information, nonetheless those third parties may also be subject to security breaches or otherwise compromise the protection of such information. Security breaches of our information technology systems or those of our partners could result in the misappropriation or unauthorized disclosure of confidential and proprietary information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.

Long-term contracts are not typical for us, and incorrect forecasts or reductions, cancellations or delays in orders for our products could adversely affect our operating results.

We typically do not have long-term sales contracts with our customers. In certain markets where end-user demand may be particularly volatile and difficult to predict, some customers place orders that require us to manufacture product and have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even any, of the product. In other instances, we manufacture product based on forecasts of customer demands, which may fluctuate significantly on a quarterly or annual basis. Additionally, our U.S. government contracts and subcontracts may be funded in increments over a number of government budget periods and typically can be terminated by the government for its convenience. As a result, we may incur inventory and manufacturing costs in advance of anticipated sales, and we are subject to the risk of lower than expected orders or cancellations of orders, leading to a sharp reduction of sales and backlog. Further, orders or forecasts for products that meet the customer’s unique requirements and that are canceled or unrealized orders would, in addition, result in an inventory of unsaleable products, causing potential inventory write-offs, and we may be unable to recover all of our costs incurred or committed. As a result of lengthy manufacturing cycles for certain of the products that are subject to these uncertainties, the amount of unsaleable product could be substantial. Incorrect forecasts, or reductions, cancellations or delays in orders for our products could adversely affect our operating results.

Our future success depends upon our ability to execute our business strategy, continue to innovate, improve our existing products, design, develop, produce and market new products, and identify and enter new markets.

Our future success significantly depends on our continued ability to execute our business strategy, continue to improve our existing products and design, develop, produce and market innovative new products and system-level solutions. Product design, development, innovation and enhancement is often a complex, time-consuming and costly process involving significant investment in research and development, with no assurance of return on investment. There can be no assurance that we will be able to develop and introduce new and improved products in a timely or efficient manner or that new and improved products, if developed, will achieve market acceptance. Our products generally must conform to various evolving and sometimes competing industry standards, which may adversely affect our ability to compete in certain markets or require us to incur significant costs. In addition, our customers generally impose very high quality and reliability standards on our products, which often change and may be difficult or costly to satisfy. Any inability to satisfy customer quality and reliability standards or comply with industry standards and technical requirements may adversely affect demand for our products and our results of operations. In addition, our growth is dependent on our ability to generate new design opportunities and win competitive bid selection processes. Failure to obtain or maintain a particular design win may prevent us from obtaining or maintaining design wins in subsequent generations of a particular product and could also weaken our position in future competitive selection processes. Our growth is also dependent on our ability to identify and penetrate new markets where we have limited experience and competition is intense. Some of our customers in new markets are less established, which could subject us to increased credit risk. There can be no assurance that the markets we serve and/or target based on our business strategy will grow in the future, that our existing and new products will meet the requirements of these markets, that our products, or the products in which our products are used, will achieve customer acceptance in these markets, that competitors will not force price reductions or take market share from us, or that we can achieve or maintain adequate gross margins or profits in these markets. Additionally, developing markets, such as the Industry 4.0, autonomous driving, artificial intelligence and 5G, require significant investments, resources and technological advancements in order to compete effectively and there can be no assurance that we will achieve success in these markets. Furthermore, a decline in demand in one or several of our end-user markets could have a material adverse effect on the demand for our products and our results of operations.

We may not be able to compete successfully in markets within the semiconductor industry in the future.

We face intense competition in the semiconductor industry, and we expect this competition to increase in the future, including from companies located outside of the United States. Competition is generally based on innovation, design, quality and reliability of products, product performance, features and functionality, product pricing, availability and capacity, technological service and support, and the availability of integrated system solutions, with the relative importance of these factors varying among products, markets and customers. Many companies have sufficient financial, manufacturing, technical, sales and marketing resources to develop and market products that compete with our products. Some of our competitors may have more advantageous supply or development relationships with our current and potential customers or suppliers. Our

competitors also include emerging companies selling specialized products in markets we serve and entities outside of the U.S., including entities associated with well-funded efforts by foreign governments to create indigenous semiconductor industries. Existing or new competitors may develop products or technologies that more effectively address the demands of our customers and markets with enhanced performance, features and functionality, lower power requirements, greater levels of integration or lower cost. In addition, as we seek to expand our business, including the design and production of products and services for developing and emerging markets, we may encounter increased competition from our current competitors and/or new competitors. Increased competition in certain markets has resulted in and may continue to result in declining average selling prices, reduced gross margins and loss of market share in those markets. There can be no assurance that we will be able to compete successfully in the future against existing or new competitors, or that our operating results will not be adversely affected by increased competition. In addition, the semiconductor industry has experienced significant consolidation over the past several years. Consolidation among our competitors could lead to a changing competitive landscape, which could negatively impact our competitive position and market share and harm our results of operations.

We rely on third-party suppliers, subcontractors and manufacturers for some industry-standard wafers, manufacturing processes, assembly and test services, and transportation, and we generally cannot control their availability or conditions of supply.

We rely, and plan to continue to rely, on third-party suppliers, assembly and test subcontractors, freight carriers and wafer fabricators (collectively, suppliers) to supply most of our products that can be manufactured using industry-standard processes. This reliance involves several risks, including reduced control over availability, capacity utilization, delivery schedules, manufacturing yields, and costs. We currently source approximately half of our wafer requirements annually from third-party wafer fabrication foundries, such as Taiwan Semiconductor Manufacturing Company (TSMC), Global Foundries, Vanguard, and others. In addition, these suppliers often provide manufacturing services to our competitors and therefore periods of increased industry demand may result in capacity constraints. In certain instances, the third-party supplier is the sole source of highly specialized processing services. If our suppliers are unable or unwilling to manufacture and deliver components to us on the time schedule and of the quality or quantity that we require or provide us with required manufacturing processes, we may be forced to seek to engage additional or replacement suppliers, which could result in additional expenses and delays in product development or shipment of product to our customers. If additional or replacement suppliers or manufacturing processes are not available, we may also experience delays in product development or shipment which could, in turn, result in the temporary or permanent loss of customers.

A prolonged disruption of our internal manufacturing operations could have a material adverse effect on our business, financial condition and results of operations.

In addition to leveraging an outsourcing model for manufacturing operations, we also rely on our internal manufacturing operations located in the United States, Ireland, the Philippines, Singapore and Malaysia. A prolonged disruption at, or inability to utilize, one or more of our manufacturing facilities, loss of raw materials or damage to our manufacturing equipment for any reason, including due to natural or man-made disasters, civil unrest or other events outside of our control, such as widespread outbreaks of illness or the failure to maintain our labor force at one or more of these facilities, may disrupt our operations, delay production, shipments and revenue and result in us being unable to timely satisfy customer demand. As a result, we could forgo revenue opportunities, potentially lose market share and damage our customer relationships, all of which could materially and adversely affect our business, financial condition and results of operations.

If we are unable to generate sufficient cash flow, we may not be able to service our debt obligations, including making payments on our outstanding term loans and senior unsecured notes.

Our ability to make payments of principal and interest on our indebtedness when due, including the significant indebtedness that we ~~have~~ incurred in connection with the Acquisition, depends upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our outstanding debt, we may be required to, among other things:

seek additional financing in the debt or equity markets;

refinance or restructure all or a portion of our indebtedness;

borrow under our revolving credit facility;

divert funds that would otherwise be invested in our operations;

repatriate earnings as dividends from foreign locations, attracting foreign withholding and state and local income taxes;

sell selected assets; or

reduce or delay planned capital expenditures or operating expenditures.

Such measures might not be sufficient to enable us to service our debt, which could negatively impact our financial results. In addition, we may not be able to obtain any such financing, refinancing or complete a sale of assets on economically favorable terms. In the case of financing or refinancing, favorable interest rates will depend on the health of the debt capital markets.

Our significant existing indebtedness could also have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, reducing funds available for working capital, capital expenditures, acquisitions and other general corporate purposes or creating competitive disadvantages relative to other companies with lower debt levels.

The markets for semiconductor products are cyclical, and increased production may lead to overcapacity and lower prices, and conversely, we may not be able to satisfy unexpected demand for our products.

The cyclical nature of the semiconductor industry has resulted in periods when demand for our products has increased or decreased rapidly. The demand for our products is subject to the strength of our four major end markets of Industrial, Communications, Automotive and Consumer. If we expand our operations and workforce too rapidly or procure excessive resources in anticipation of increased demand for our products, and that demand does not materialize at the pace at which we expect, or declines, or if we overbuild inventory in a period of decreased demand, our operating results may be adversely affected as a result of increased operating expenses, reduced margins, underutilization of capacity or asset impairment charges. These capacity expansions by us and other semiconductor manufacturers could also lead to overcapacity in our target markets which could lead to price erosion that would adversely impact our operating results. Conversely, during periods of rapid increases in demand, our available capacity may not be sufficient to satisfy the demand. In addition, we may not be able to expand our workforce and operations in a sufficiently timely manner, procure adequate resources and raw materials, locate suitable third-party suppliers, or respond effectively to changes in demand for our existing products or to demand for new products requested by our customers, and our current or future business could be materially and adversely affected.

Our semiconductor products are complex and we may be subject to product warranty and indemnity claims, which could result in significant costs and damage to our reputation and adversely affect customer relationships, the market acceptance of our products and our operating results.

Semiconductor products are highly complex and may contain defects when they are first introduced or as new versions are developed. Failures in our products and services or in the products of customers could result in damage to our reputation for reliability and increase our legal or financial exposure to third parties. Certain of our products and services could also contain security vulnerabilities, defects, bugs and errors, which could also result in significant data losses, security breaches and theft of intellectual property. We generally warrant our products to our customers for one year from the date title passes from us. We invest significant resources in the testing of our products; however, if any of our products contain defects, we may be required to incur additional development and remediation costs pursuant to warranty and indemnification provisions in our customer contracts and purchase orders. These problems may divert our technical and other resources from other product development efforts and could result in claims against us by our customers or others, including liability for costs and expenses associated with product recalls, which may adversely impact our operating results. We may also be subject to customer indemnity claims. Our customers have on occasion been sued, and may be sued in the future, by third parties alleging infringement of intellectual property rights, or damages resulting from use of our products. Those customers may seek indemnification from us under the terms and conditions of our sales contracts with them. In certain cases, our potential indemnification liability may be significant. If any of our products contain defects, or have reliability, quality or compatibility problems, our reputation may be damaged, which could make it more difficult for us to sell our products to customers and could also adversely affect our operating results.

The fabrication of integrated circuits is highly complex and precise, and our manufacturing processes utilize a substantial amount of technology. Minute impurities, contaminants in the manufacturing environment, difficulties in the fabrication process, defects in the masks used in the wafer manufacturing process, manufacturing equipment failures, wafer breakage or other factors can cause a substantial percentage of wafers to be rejected or numerous dice on each wafer to be nonfunctional. While we have significant expertise in semiconductor manufacturing, it is possible that some processes could become unstable. This instability could result in manufacturing delays and product shortages, which could have a material adverse effect on our operating results.

We are occasionally involved in litigation, including claims regarding intellectual property rights, which could be costly to litigate and could require us to redesign products or pay significant royalties.

The semiconductor industry is characterized by frequent claims and litigation involving patent and other intellectual property rights. Other companies or individuals have obtained patents covering a variety of semiconductor designs and processes, and we might be required to obtain licenses under some of these patents or be precluded from making and selling infringing products, if those patents are found to be valid and infringed by us. In the event a third party makes a valid

intellectual property claim against us and a license is not available to us on commercially reasonable terms, or at all, we could be forced either to redesign or to stop production of products incorporating that intellectual property, and our operating results could be materially and adversely affected. Litigation may be necessary to enforce our patents or other of our intellectual property rights or to defend us against claims of infringement, and this litigation could be costly and divert the attention of our key personnel. We could also be subject to litigation or arbitration disputes arising under our contractual obligations, as well as customer indemnity, warranty or product liability claims that could lead to significant costs and expenses as we defend those claims or pay damage awards. There can be no assurance that we are adequately insured to protect against all claims and potential liabilities, and we may elect to self-insure with respect to certain matters. An adverse outcome in litigation or arbitration could have a material adverse effect on our financial position or on our operating results or cash flows in the period in which the dispute is resolved.

If we are unable to recruit or retain our key personnel, our ability to execute our business strategy will be adversely affected.

Our continued success depends to a significant extent upon the recruitment, retention and effective succession of our executive officers and key management and technical personnel, particularly our experienced engineers. The competition for these employees is intense. The loss of the services of one or more of our key personnel could have a material adverse effect on our operating results. The inability to attract, hire and retain key employees with critical technical skills to achieve our strategy, including as a result of changes to immigration policies, could also have a material adverse effect on our business. In addition, there could be a material adverse effect on our business should the turnover rates for engineers and other key personnel increase significantly or if we are unable to continue to attract, hire and retain qualified personnel. We do not maintain any key person life insurance policy on any of our officers or other employees.

To remain competitive, we may need to invest in or acquire other companies, purchase or license technology from third parties, or enter into other strategic transactions in order to introduce new products or enhance our existing products.

An element of our business strategy involves expansion through the acquisitions of businesses, assets, products or technologies that allow us to complement our existing product offerings, diversify our product portfolio, expand our market coverage, increase our engineering workforce, expand our technical skill sets or enhance our technological capabilities. We may not be able to find businesses that have the technology or resources we need and, if we find such businesses, we may not be able to invest in, purchase or license the technology or resources on commercially favorable terms or at all. Acquisitions, investments and technology licenses are difficult to identify and complete for a number of reasons, including the cost of potential transactions, competition among prospective buyers and licensees, the need for regulatory approvals, and difficulties related to integration efforts. In addition, investments in private companies are subject to a risk of a partial or total loss of our investment. Both in the U.S. and abroad, governmental regulation of acquisitions, including antitrust reviews and approvals, has become more complex, increasing the costs and risks of undertaking and consummating significant acquisitions. In order to finance a potential transaction, we may need to raise additional funds by issuing securities or borrowing money. We may not be able to obtain financing on favorable terms, and the sale of our stock may result in the dilution of our existing shareholders or the issuance of securities with rights that are superior to the rights of our common shareholders.

Acquisitions also involve a number of challenges and risks, including:

difficulty or delay integrating acquired technologies, operations and personnel with our existing businesses;

diversion of management's attention in connection with both negotiating the transaction and integrating the assets;

strain on managerial and operational resources as management tries to oversee larger or more complex operations;

the future funding requirements for acquired companies, which may be significant;

potential loss of key employees;

exposure to unforeseen liabilities or regulatory compliance issues of acquired companies;

higher than expected or unexpected costs relating to or associated with an acquisition and integration of assets;

difficulty realizing synergies and growth prospects of an acquisition in a timely manner or at all; and

increased risk of costly and time-consuming legal proceedings.

If we are unable to successfully address these risks, we may not realize some or all of the expected benefits of ~~the acquisition,~~our acquisitions, which may have an adverse effect on our business strategy, plans and operating results.

We rely on supplies, services and manufacturing capacity located in geologically unstable areas, which could affect our ability to produce products.

We, like many companies in the semiconductor industry, rely on supplies, services, internal manufacturing capacity, wafer fabrication foundries and other subcontractors in geologically unstable locations around the world. Earthquakes,

tsunamis, flooding or other natural disasters may disrupt local semiconductor-related businesses and adversely affect manufacturing capacity, availability and cost of key raw materials, utilities and equipment, and availability of key services, including transport of our products worldwide. Our insurance may not adequately cover losses resulting from such disruptions. Any prolonged inability to utilize one of our manufacturing facilities, or those of our subcontractors or third-party wafer fabrication foundries, as a result of fire, flood, natural disaster, unavailability of utilities or otherwise, could result in a temporary or permanent loss of customers for affected products, which could have a material adverse effect on our results of operations and financial condition.

We are exposed to business, economic, political, legal, regulatory and other risks through our significant worldwide operations, which could adversely affect our business, financial condition and results of operations.

We have significant operations and manufacturing facilities outside the United States, including in Ireland, the Philippines, Singapore and Malaysia. A significant portion of our revenue is derived from customers in international markets, and we expect that international sales will continue to account for a significant portion of our revenue in the future. Risks associated with our international business operations include the following:

political, legal and economic changes, crises or instability and civil unrest in foreign markets;

currency conversion risks and exchange rate and interest rate fluctuations;

trade policy, trade, travel, export or taxation disputes or restrictions, government sanctions, import or export tariffs, changes to export classifications or other restrictions imposed by the U.S. government or by the governments of the countries in which we do business, particularly in China;

complex, varying and changing government regulations and legal standards and requirements, particularly with respect to price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance, including U.S. customs and export regulations and restrictions, International Traffic in Arms Regulations and the Foreign Corrupt Practices Act;

economic disruption from terrorism and threats of terrorism and the response to them by the U.S. and its allies;

increased managerial complexities, including different employment practices and labor issues;

changes in immigration laws, regulations and procedures and enforcement practices of various government agencies;

greater difficulty enforcing intellectual property rights and weaker laws protecting such rights;

natural disasters or pandemics;

transportation disruptions and delays and increases in labor and transportation costs;

changes to foreign taxes, tariffs and freight rates;

fluctuations in raw material costs and energy costs;

greater difficulty in accounts receivable collections and longer collection periods; and

costs associated with our foreign defined benefit pension plans.

Any of these risks, or any other risks related to international business operations, could materially adversely affect our business, financial condition and results of operations.

Many of these risks are present in China. While we expect to continue to expand our business and operations in China, our success in the Chinese markets may be adversely affected by China’s continuously evolving policies, laws and regulations, including those relating to trade, taxation, import and export tariffs or restrictions, currency controls, antitrust, cybersecurity and data protection, the environment, indigenous innovation and the promotion of a domestic semiconductor industry, and intellectual property rights and enforcement and protection of those rights. Enforcement of existing laws or agreements may be inconsistent. In addition, changes in the political environment, governmental policies, international trade policies and relations, or U.S.-China relations could result in revisions to laws or regulations or their interpretation and enforcement, exposure of our proprietary intellectual property, increased taxation, trade sanctions, the imposition of import duties or tariffs, restrictions on imports or exports, currency revaluations, or retaliatory actions ~~by China in response to U.S. actions,~~, which could have an adverse effect on our business plans and operating results.

At ~~February 2,~~May 4, 2019, our principal source of liquidity was ~~$605.9~~$713.6 million of cash and cash equivalents, of which approximately ~~$231.7~~$267.7 million was held in the United States and the remaining balance was held outside the United States in various foreign subsidiaries. We continue to assert our intent to reinvest substantially all of our foreign earnings ~~indefinitely,~~indefinitely.

As we intend to reinvest substantially all of our foreign earnings indefinitely, certain cash held outside the United States may not be available for repatriation as dividends to the United States in the future. We require a substantial amount of cash in the United States for operating requirements, stock repurchases, cash dividends and acquisitions. If we are unable to address our U.S. cash requirements through operations, borrowings under our current revolving credit facility, future debt or equity offerings or other sources of cash obtained at an acceptable cost, it may be necessary for us to consider repatriation of earnings that are indefinitely reinvested, and we may be required to pay additional taxes under current tax laws, which could have a material adverse effect on our results of operations and financial condition.

Our operating results are dependent on the performance of independent distributors.

A significant portion of our sales are through independent global and regional distributors that are not under our control. Arrow Electronics is currently our sole global distributor. These independent distributors generally represent product lines offered by several companies and thus could reduce their sales efforts applied to our products or they could terminate their representation of us. We generally do not require letters of credit from our distributors and are not protected against accounts receivable default or declarations of bankruptcy by these distributors. Our inability to collect open accounts receivable could adversely affect our operating results. Termination of a significant distributor or a group of distributors, whether at our initiative or the distributor’s initiative or through consolidation in the distribution industry, could disrupt our current business, and if we are unable to find suitable replacements with the appropriate scale and resources, our operating results could be adversely affected.

Effective November 4, 2018, all distributor sales are recognized upon shipment to the distributor under Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). We are now required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. If our estimates of such credits and rights are materially understated, it could cause subsequent adjustments that negatively impact our revenues and gross profits in a future period.

We are subject to environmental, health and safety (EHS) regulations, which could increase our expenses and affect our operating results.

Our industry is subject to EHS requirements, particularly those environmental requirements that control and restrict the sourcing, use, transportation, emission, discharge, storage and disposal of certain chemicals, and materials used or produced in the semiconductor manufacturing process. Public attention to environmental, sustainability and social responsibility concerns continues to increase, and our customers routinely include stringent environmental and other standards in their contracts with us. Changes in EHS laws or regulations may require us to invest in costly equipment or make manufacturing process changes and may adversely affect the sourcing, supply and pricing of materials used in our products. In addition, we use hazardous and other regulated materials that subject us to risks of strict liability for damages caused by potential or actual releases of such materials. Any failure to control such materials adequately or to comply with existing or future EHS statutory or regulatory standards, requirements or contractual obligations could result in any of the following, each of which could have a material adverse effect on our business and operating results:

liability for damages and remediation;

the imposition of regulatory penalties and civil and criminal fines;

the suspension or termination of the development, manufacture, sale or use of certain of our products;

changes to our manufacturing processes or a need to substitute materials that may cost more or be less available;

damage to our reputation; and/or

increased expenses associated with compliance.

If we fail to comply with government contracting regulations, we could suffer a loss of revenue or incur price adjustments or other penalties.

Some of our revenue is derived from contracts with agencies of the United States government and subcontracts with its prime contractors. As a United States government contractor or subcontractor, we are subject to federal contracting regulations, including the Federal Acquisition Regulations, which govern the allowability of costs incurred by us in the performance of United States government contracts. Certain contract pricing is based on estimated direct and indirect costs, which are subject to change. Additionally, the United States government is entitled after final payment on certain negotiated contracts to examine all of our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.

In connection with our United States government business, we are also subject to government audits and to review and approval of our policies, procedures, and internal controls for compliance with procurement regulations and applicable laws. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, we could be subject to

downward contract price adjustments or refund obligations or could in extreme circumstances be assessed civil and criminal penalties or be debarred or suspended from obtaining future contracts for a specified period of time. Any such suspension or debarment or other sanction could have an adverse effect on our business.

Under some of our government subcontracts, we are required to maintain secure facilities and to obtain security clearances for personnel involved in performance of the contract, in compliance with applicable federal standards. If we were unable to comply with these requirements, or if personnel critical to our performance of these contracts were unable to obtain or maintain their security clearances, we might be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue.

Restrictions in our revolving credit facility, term loans and outstanding debt instruments may limit our activities.

Our current revolving credit facility, term loans and outstanding debt instruments impose, and future debt instruments to which we may become subject may impose, restrictions that limit our ability to engage in activities that could otherwise benefit our Company, including to undertake certain transactions, to create certain liens on our assets and to incur certain subsidiary indebtedness. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates, interest rates and changes in technology, government regulations and the level of competition. In addition, our revolving credit facility requires us to maintain compliance with specified financial ratios. If we breach any of the covenants under our revolving credit facility, the indentures governing our outstanding senior unsecured notes, the term loans or any future debt instruments to which we may become subject and do not obtain appropriate waivers, then, subject to applicable cure periods, our outstanding indebtedness thereunder could be declared immediately due and payable or we may be restricted from further borrowing under our revolving credit facility.

Our stock price may be volatile.

The market price of our common stock has been volatile in the past and may be volatile in the future, as it may be significantly affected by factors including:

global economic conditions generally;

crises in global credit, debt and financial markets;

actual or anticipated fluctuations in our revenue and operating results;

changes in financial estimates or other statements made by securities analysts or others in analyst reports or other publications or our failure to perform in line with those estimates or statements or our published guidance;

financial results and prospects of our customers;

U.S. and foreign government actions, including with respect to trade, travel, export and taxation;

changes in market valuations of other semiconductor companies;

rumors and speculation in the press, investment community or on social media about us, our customers or other companies in our industry;

announcements by us, our customers or our competitors of significant new products, technical innovations, material transactions, acquisitions or dispositions, litigation, capital commitments or revised earnings estimates;

departures of key personnel;

alleged noncompliance with laws, regulations or ethics standards by us or any of our employees, officers or directors; and

negative media publicity targeting us or our suppliers, customers or competitors.

The stock market has historically experienced volatility, especially within the semiconductor industry, that often has been unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of our operating results.

Our directors and executive officers periodically sell shares of our common stock in the market, including pursuant to Rule 10b5-1 trading plans. Regardless of the individual's reasons for such sales, securities analysts and investors could view such sales as a negative indicator and our stock price could be adversely affected as a result.



ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period
Total Number of
Shares Purchased
(a)

Average Price
Paid Per Share (b)

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (c)

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans or
Programs
November 4, 2018 through December 1, 2018 1,358,434
$ 87.77
1,334,710
$ 2,500,412,596
December 2, 2018 through December 29, 2018 776,365
$ 85.93
773,566
$ 2,433,942,781
December 30, 2018 through February 2, 2019 482,417
$ 85.29
424,062
$ 2,397,973,607
Total 2,617,216
$ 86.77
2,532,338
$ 2,397,973,607



Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
February 3, 2019 through March 2, 2019	46,582	$	106.54	37,402	$	2,393,976,912
March 3, 2019 through March 30, 2019	496,726	$	107.03	186,056	$	2,373,997,691
March 31, 2019 through May 4, 2019	381,298	$	113.80	342,620	$	2,335,008,817
Total	924,606	$	109.80	566,078	$	2,335,008,817


(a)	Includes ~~84,878~~358,528 shares withheld by us from employees to satisfy minimum employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.


(b)	The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.

(c)

Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated ~~transactions.~~transactions in an aggregate amount of up to $8.2 billion. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.



ITEM 6.	Exhibits



Exhibit No.		Description
~~3.1~~		Amended and Restated By-Laws of Analog Devices, Inc., filed as exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 1-7819) as filed with the Commission on December 17, 2018 and incorporated herein by reference.
10.1†		Form of ~~Global Non-Qualified Stock Option Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive Plan.~~
~~10.2†~~		~~Form of Global~~Relative TSR Performance Restricted Stock Unit Agreement for Employees for usage under the Company's Amended and Restated 2006 Stock Incentive ~~Plan.~~Plan
~~10.3†~~10.2†		Form of Financial Metric Performance Restricted Stock Unit Agreement for ~~Directors~~Employees for usage under the Company's Amended and Restated 2006 Stock Incentive ~~Plan.~~
~~10.4†~~		~~Amended and Restated 2019 Executive Performance Incentive Plan.~~Plan
31.1†		Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2†		Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1†		Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32.2†		Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
101.INS		The instance document does not appear in the Interactive Data File because its XBRL ~~Instance Document.~~tags are embedded within the inline XBRL document.**
101.SCH		XBRL Schema Document.**
101.CAL		XBRL Calculation Linkbase Document.**
101.LAB		XBRL Labels Linkbase Document.**
101.PRE		XBRL Presentation Linkbase Document.**
101.DEF		XBRL Definition Linkbase Document.**
†		Filed or furnished herewith.
**		Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months ended ~~February 2,~~May 4, 2019 and ~~February 3,~~May 5, 2018, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended ~~February 2,~~May 4, 2019 and ~~February 3,~~May 5, 2018, (iii) Condensed Consolidated Balance Sheets at ~~February 2,~~May 4, 2019 and November 3, 2018, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended May 4, 2019 and May 5, 2018, (v) Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~February 2,~~May 4, 2019 and ~~February 3,~~May 5, 2018 and ~~(v)~~(vi) Notes to Condensed Consolidated Financial Statements for the three and six months ended ~~February 2,~~May 4, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	ANALOG DEVICES, INC.

Date: ~~February 20,~~May 22, 2019	By:	/s/ Vincent Roche
		Vincent Roche
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~February 20,~~May 22, 2019	By:	/s/ Prashanth Mahendra-Rajah
		Prashanth Mahendra-Rajah
		Senior Vice President, Finance and Chief Financial Officer
		(Principal Financial Officer)

4246



Massachusetts		04-2348234
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Technology Way, Norwood, MA		02062-9106
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.16 2/3 par value per share	ADI	Nasdaq Global Select Market



Large accelerated filer	þ	Accelerated filer	¨

Non-accelerated filer	o	Smaller reporting company	¨

		Emerging growth company	¨

ANALOG DEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands)	ANALOG DEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands)						ANALOG DEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands)

	Three Months Ended						Three Months Ended						Six Months Ended
	February 2, 2019			February 3, 2018 (1)			May 4, 2019			May 5, 2018 (1)			May 4, 2019			May 5, 2018 (1)
Net income	$	355,006		$	293,240		$	367,937		$	400,328		$	722,943		$	693,568
Foreign currency translation adjustments	3,315			10,171			(3,428		)	(3,419		)	(112		)	6,752
Change in fair value of available-for-sale securities	11			(2		)	5			5			15			3
Change in fair value of derivative instruments designated as cash flow hedges (net of taxes of $6,381 and $2,094, respectively)	(22,938		)	8,350
Changes in pension plans including transition obligation, net actuarial loss and foreign currency translation adjustments (net of taxes of $63 and $103, respectively)	31			(1,517		)
Change in fair value of derivative instruments designated as cash flow hedges (net of taxes of $3,802, $771, $10,183 and $1,323, respectively)							(14,912		)	(6,613		)	(37,850		)	1,737
Changes in pension plans including transition obligation, net actuarial loss and foreign currency translation adjustments (net of taxes of $63, $99, $126 and $202, respectively)							335			1,373			366			(144		)
Other comprehensive (loss) income	(19,581		)	17,002			(18,000		)	(8,654		)	(37,581		)	8,348
Comprehensive income	$	335,425		$	310,242		$	349,937		$	391,674		$	685,362		$	701,916

ANALOG DEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share amounts)	ANALOG DEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share amounts)						ANALOG DEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share amounts)

	February 2, 2019			November 3, 2018 (1)			May 4, 2019			November 3, 2018 (1)
ASSETS
Current Assets
Cash and cash equivalents	$	605,864		$	816,591		$	713,601		$	816,591
Accounts receivable	713,730			639,717			685,978			639,717
Inventories (2)	593,211			586,760			608,085			586,760
Prepaid income tax	3,831			3,196			2,935			3,196
Prepaid expenses and other current assets	68,544			65,862			69,890			65,862
Total current assets	1,985,180			2,112,126			2,080,489			2,112,126
Property, Plant and Equipment, at Cost
Land and buildings	887,765			873,186			903,378			873,186
Machinery and equipment	2,530,281			2,478,032			2,560,573			2,478,032
Office equipment	78,048			76,233			82,706			76,233
Leasehold improvements	117,829			100,374			147,253			100,374
	3,613,923			3,527,825			3,693,910			3,527,825
Less accumulated depreciation and amortization	2,432,188			2,373,497			2,482,443			2,373,497
Net property, plant and equipment	1,181,735			1,154,328			1,211,467			1,154,328
Other Assets
Deferred compensation plan investments	43,370			39,853			42,661			39,853
Other investments	34,757			28,730			31,616			28,730
Goodwill	12,253,891			12,252,604			12,250,370			12,252,604
Intangible assets, net	4,631,697			4,778,192			4,489,182			4,778,192
Deferred tax assets	1,634,719			1,725			1,610,109			9,665
Other assets	62,929			62,868			60,431			62,868
Total other assets	18,661,363			17,163,972			18,484,369			17,171,912
	$	21,828,278		$	20,430,426		$	21,776,325		$	20,438,366
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	222,552		$	260,919		$	208,243		$	260,919
Income taxes payable	39,132			93,722			124,356			93,722
Debt, current	—			67,000			374,165			67,000
Accrued liabilities	588,271			630,107			658,271			630,107
Total current liabilities	849,955			1,051,748			1,365,035			1,051,748
Non-current liabilities
Long-term debt	6,234,517			6,265,674			5,612,365			6,265,674
Deferred income taxes	2,288,615			982,469			2,228,822			990,409
Deferred compensation plan liability	43,334			39,846			42,661			39,846
Income taxes payable	706,656			710,179			647,714			710,179
Other non-current liabilities	119,764			112,337			137,470			112,337
Total non-current liabilities	9,392,886			8,110,505			8,669,032			8,118,445
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding	—			—			—			—
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 368,314,314 shares outstanding (370,159,553 on November 3, 2018)	61,387			61,694
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 369,761,227 shares outstanding (370,159,553 on November 3, 2018)							61,628			61,694
Capital in excess of par value	5,111,058			5,282,222			5,117,202			5,282,222
Retained earnings	6,491,013			5,982,697			6,659,449			5,982,697
Accumulated other comprehensive loss	(78,021		)	(58,440		)	(96,021		)	(58,440		)
Total shareholders’ equity	11,585,437			11,268,173			11,742,258			11,268,173
	$	21,828,278		$	20,430,426		$	21,776,325		$	20,438,366



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(2)	Includes ~~$6,694~~$6,982 and $7,128 related to stock-based compensation at ~~February 2,~~May 4, 2019 and November 3, 2018, respectively.



Activity during the Three Months Ended May 4, 2019	Options Outstanding (in thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding at February 2, 2019	6,741			$60.03
Options granted	413			$108.08
Options exercised	(1,294	)		$52.60
Options forfeited	(38	)		$75.43
Options outstanding at May 4, 2019	5,822			$64.99	6.3		$302,503
Options exercisable at May 4, 2019	3,443			$54.70	5.2		$214,319
Options vested or expected to vest at May 4, 2019 (1)	5,626			$64.30	6.2		$296,225



Activity during the Three Months Ended February 2, 2019	Options Outstanding (in thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Options outstanding at November 3, 2018	7,297			$58.42
Options granted	26			$91.44
Options exercised	(511	)		$37.93
Options forfeited	(65	)		$70.07
Options expired	(6	)		$21.97
Options outstanding at February 2, 2019	6,741			$60.03	6.0		$273,128
Options exercisable at February 2, 2019	3,582			$50.62	4.8		$178,817
Options vested or expected to vest at February 2, 2019 (1)	6,562			$59.56	6.0		$268,918


(1)	In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options.



Activity during the Six Months Ended May 4, 2019	Options Outstanding (in thousands)		Weighted- Average Exercise Price Per Share
Options outstanding at November 3, 2018	7,297			$58.42
Options granted	439			$107.08
Options exercised	(1,806	)		$48.44
Options forfeited	(103	)		$72.06
Options expired	(5	)		$21.97
Options outstanding at May 4, 2019	5,822			$64.99



Activity during the Three Months Ended May 4, 2019	Restricted Stock Units/Awards Outstanding (in thousands)		Weighted- Average Grant- Date Fair Value Per Share
Restricted stock units/awards outstanding at February 2, 2019	4,985			$77.76
Units/Awards granted	1,144			$98.90
Restrictions lapsed	(1,074	)		$64.18
Forfeited	(77	)		$78.81
Restricted stock units/awards outstanding at May 4, 2019	4,978			$85.49

Activity during the Six Months Ended May 4, 2019	Restricted Stock Units/Awards Outstanding (in thousands)		Weighted- Average Grant- Date Fair Value Per Share
Restricted stock units/awards outstanding at November 3, 2018	5,289			$77.54
Units/Awards granted	1,200			$98.06
Restrictions lapsed	(1,331	)		$66.00
Forfeited	(180	)		$78.58
Restricted stock units/awards outstanding at May 4, 2019	4,978			$85.49



	Foreign currency translation adjustment			Unrealized holding gains (losses) on available for sale securities			Unrealized holding gains (losses) on derivatives			Pension plans			Total
November 3, 2018	$	(28,711	)	$	(10	)	$	(14,355	)	$	(15,364	)	$	(58,440	)
Other comprehensive income (loss) before reclassifications	(112		)	15			(53,229		)	(19		)	(53,345		)
Amounts reclassified out of other comprehensive income (loss)	—			—			5,196			511			5,707
Tax effects	—			—			10,183			(126		)	10,057
Other comprehensive income (loss)	(112		)	15			(37,850		)	366			(37,581		)
May 4, 2019	$	(28,823	)	$	5		$	(52,205	)	$	(14,998	)	$	(96,021	)



	Foreign currency translation adjustment			Unrealized holding gains on available for sale securities			Unrealized holding (losses) on available for sale securities			Unrealized holding gains (losses) on derivatives			Pension plans			Total
November 3, 2018	$	(28,711	)	$	(1	)	$	(9	)	$	(14,355	)	$	(15,364	)	$	(58,440	)
Other comprehensive income (loss) before reclassifications	3,315			4			7			(31,847		)	(163		)	(28,684		)
Amounts reclassified out of other comprehensive income (loss)	—			—			—			2,528			257			2,785
Tax effects	—			—			—			6,381			(63		)	6,318
Other comprehensive income (loss)	3,315			4			7			(22,938		)	31			(19,581		)
February 2, 2019	$	(25,396	)	$	3		$	(2	)	$	(37,293	)	$	(15,333	)	$	(78,021	)



Accrued Restructuring	Closure of Manufacturing Facilities			Reduction of Operating Costs Action			Early Retirement Action			Repositioning Action
Balance at November 3, 2018	$	42,974		$	5,255		$	9,897		$	—
First quarter fiscal 2019 special charges	1,127			—			—			20,655
Severance and other payments	—			(2,489		)	(2,766		)	(1,051		)
Non-cash impairment charge	—			—			—			(4,367		)
Effect of foreign currency on accrual	(14		)	4			—			(2		)
Balance at February 2, 2019	$	44,087		$	2,770		$	7,131		$	15,235
Second quarter fiscal 2019 special charges	4,593			—			—			3,569
Severance and other payments	—			(909		)	(1,641		)	(3,782		)
Effect of foreign currency on accrual	(18		)	—			—			(9		)
Balance at May 4, 2019	$	48,662		$	1,861		$	5,490		$	15,013
Current - accrued liabilities	$	—		$	1,861		$	5,490		$	15,013
Other non-current liabilities	$	48,662		$	—		$	—		$	—



	Three Months Ended
	May 4, 2019						May 5, 2018
	Revenue		% of Revenue*		Y/Y%		Revenue (1)		% of Revenue*
Industrial	$	763,455	50	%	(6	)%	$	810,732	52	%
Automotive	249,765		16	%	—	%	250,919		16	%
Consumer	153,745		10	%	(32	)%	227,077		15	%
Communications	359,637		24	%	31	%	274,774		18	%
Total revenue	$	1,526,602	100	%	(2	)%	$	1,563,502	100	%

	Six Months Ended
	May 4, 2019						May 5, 2018
	Revenue		% of Revenue*		Y/Y%		Revenue (1)		% of Revenue*
Industrial	$	1,488,077	49	%	(6	)%	$	1,590,445	51	%
Automotive	511,319		17	%	(1	)%	515,791		16	%
Consumer	362,966		12	%	(26	)%	491,711		16	%
Communications	705,341		23	%	32	%	532,425		17	%
Total revenue	$	3,067,703	100	%	(2	)%	$	3,130,372	100	%

* The sum of the individual percentages may not equal the total due to rounding.
(1) Balances have been restated to reflect the full retrospective adoption of ASU 2014-09. See Note 1, Basis of Presentation, in these Notes to Condensed Consolidated Financial Statements.



	Three Months Ended
	February 2, 2019						February 3, 2018
	Revenue		% of Revenue		Y/Y%		Revenue (1)		% of Revenue
Industrial	$	728,122	47	%	(7	)%	$	781,317	50	%
Automotive	259,484		17	%	(2	)%	263,575		17	%
Consumer	208,334		14	%	(21	)%	264,510		17	%
Communications	345,161		22	%	34	%	257,468		16	%
Total revenue	$	1,541,101	100	%	(2	)%	$	1,566,870	100	%


	February 2, 2019						May 4, 2019
	Fair Value measurement at Reporting Date using:						Fair Value measurement at Reporting Date using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	258,105	$	—	$	258,105	$	370,220	$	—	$	370,220
Corporate obligations (1)	—		104,816		104,816		—		109,819		109,819
Other assets:
Deferred compensation investments	44,527		—		44,527		43,720		—		43,720
Total assets measured at fair value	$	302,632	$	104,816	$	407,448	$	413,940	$	109,819	$	523,759
Liabilities
Forward foreign currency exchange contracts (2)	—		1,457		1,457		—		3,542		3,542
Interest rate derivatives	—		34,162		34,162		—		51,644		51,644
Total liabilities measured at fair value	$	—	$	35,619	$	35,619	$	—	$	55,186	$	55,186


(1)	The amortized cost of the Company’s investments classified as available-for-sale as of ~~February 2,~~May 4, 2019 was ~~$104.9 million~~. $109.8 million.


(2)	The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company's master netting arrangements.



	May 4, 2019				November 3, 2018
	Principal Amount Outstanding		Fair Value		Principal Amount Outstanding		Fair Value
3-Year term loan, due March 2020	$	75,000	$	75,000	$	425,000	$	425,000
5-Year term loan, due March 2022	1,350,000		1,350,000		1,350,000		1,350,000
2.85% Senior unsecured notes, due March 2020	300,000		300,113		300,000		298,147
2.90% Senior unsecured notes, due January 2021	450,000		450,564		450,000		444,568
2.50% Senior unsecured notes, due December 2021	400,000		396,406		400,000		386,375
2.875% Senior unsecured notes, due June 2023	500,000		495,695		500,000		479,189
3.125% Senior unsecured notes, due December 2023	550,000		554,447		550,000		529,120
3.90% Senior unsecured notes, due December 2025	850,000		874,714		850,000		829,611
3.50% Senior unsecured notes, due December 2026	900,000		903,740		900,000		848,027
4.50% Senior unsecured notes, due December 2036	250,000		251,900		250,000		232,627
5.30% Senior unsecured notes, due December 2045	400,000		452,299		400,000		407,984
Total debt	$	6,025,000	$	6,104,878	$	6,375,000	$	6,230,648



		Fair Value At
	Balance Sheet Location	May 4, 2019		November 3, 2018
Forward foreign currency exchange contracts	Accrued liabilities	$	3,297	$	6,934



	May 4, 2019			November 3, 2018
Gross amount of recognized liabilities	$	(5,109	)	$	(8,054	)
Gross amounts of recognized assets offset in the condensed consolidated balance sheet	1,567			904
Net liabilities presented in the condensed consolidated balance sheet	$	(3,542	)	$	(7,150	)



	May 4, 2019		November 3, 2018
Raw materials	$	35,853	$	30,511
Work in process	400,724		375,908
Finished goods	171,508		180,341
Total inventories	$	608,085	$	586,760


•	ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business.


•	ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.


•	ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.


•	ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting.


•	ASU 2017-07, Improving the Presentation of Net Period Pension Cost and Net Period Postretirement Benefit Cost.



ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations


	February 2, 2019		November 3, 2018		$ Change		% Change		May 4, 2019		November 3, 2018		$ Change		% Change
Accounts receivable, net	$	713,730	$	639,717	$	74,013	12	%	$	685,978	$	639,717	$	46,261	7	%
Days sales outstanding*	40		40						42		40
Inventory	$	593,211	$	586,760	$	6,451	1	%	$	608,085	$	586,760	$	21,325	4	%
Days cost of sales in inventory*	107		107						111		107