UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM	10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	~~March 28,~~September 26, 2020



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________.

Commission file number 1-34192

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of registrant as specified in its charter)



Delaware		94-2896096
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer ~~I. D.~~Identification No.)

160 Rio Robles

San Jose, CA 95134

(Address of Principal Executive Offices including Zip Code)

(408) 601-1000

(Registrant’s Telephone Number, ~~Including~~including Area Code)



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value	MXIM	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller” reporting company in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check one): Yes ☐ No ☒

As of ~~April 17,~~October 15, 2020, there were ~~266,625,382~~267,301,195 shares of Common Stock, par value $.001 per share, of the registrant outstanding.

MAXIM INTEGRATED PRODUCTS, INC.

INDEX



PART I - FINANCIAL INFORMATION		Page

Item 1. Financial Statements (Unaudited)		3

Condensed Consolidated Balance Sheets as of ~~March 28,~~September 26, 2020 and June ~~29, 2019~~27, 2020		3

Condensed Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019		4

Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019		5

Condensed Consolidated Statements of Shareholders' Equity for the Three ~~and Nine~~ Months Ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019		7

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019		6

Notes to Condensed Consolidated Financial Statements		98

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2524

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3130

Item 4. Controls and Procedures		3130

PART II - OTHER INFORMATION		3332

Item 1. Legal Proceedings		3332

Item 1A. Risk Factors		3332

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3332

Item 3. Defaults Upon Senior Securities		3432

Item 4. Mine Safety Disclosures		3432

Item 5. Other Information		3432

Item 6. Exhibits		3533

SIGNATURE		3634

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 28, 2020			June 29, 2019			September 26, 2020			June 27, 2020
	(in thousands)						(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,638,667		$	1,757,342		$	1,595,089		$	1,578,670
Short-term investments	47,109			140,990			17,022			35,536
Total cash, cash equivalents and short-term investments	1,685,776			1,898,332			1,612,111			1,614,206
Accounts receivable, net of allowances of $617 at March 28, 2020 and $148 at June 29, 2019	378,273			360,016
Accounts receivable, net of allowances of $636 at September 26, 2020 and $645 at June 27, 2020							449,376			404,778
Inventories	220,686			246,512			265,664			259,626
Other current assets	25,288			34,640			29,816			39,219
Total current assets	2,310,023			2,539,500			2,356,967			2,317,829
Property, plant and equipment, net	564,636			577,722			542,421			550,406
Intangible assets, net	44,642			56,242			82,679			87,959
Goodwill	532,251			532,251			562,540			562,540
Other assets	97,383			38,267			108,920			110,569
TOTAL ASSETS	$	3,548,935		$	3,743,982		$	3,653,527		$	3,629,303

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	83,519		$	84,335		$	86,831		$	91,982
Price adjustment and other revenue reserves	111,235			100,490			144,255			148,916
Income taxes payable	39,809			33,765			53,655			43,457
Accrued salary and related expenses	122,220			118,634			115,460			126,751
Accrued expenses	31,143			33,943			46,119			42,228
Total current liabilities	387,926			371,167			446,320			453,334
Long-term debt	993,663			992,584			994,381			994,022
Income taxes payable	434,415			469,418			360,164			385,072
Other liabilities	112,988			65,537			141,643			139,418
Total liabilities	1,928,992			1,898,706			1,942,508			1,971,846

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common stock and capital in excess of par value	267			272			12,461			266
Retained earnings	1,632,325			1,856,358			1,713,153			1,671,786
Accumulated other comprehensive loss	(12,649		)	(11,354		)	(14,595		)	(14,595		)
Total stockholders’ equity	1,619,943			1,845,276			1,711,019			1,657,457
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,548,935		$	3,743,982		$	3,653,527		$	3,629,303

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended					Nine Months Ended				Three Months Ended
	March 28, 2020			March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020			September 28, 2019
	(in thousands, except per share data)									(in thousands, except per share data)

Net revenues	$	561,916		$	542,383	$	1,646,026	$	1,757,784	$	619,357		$	533,040
Cost of goods sold	195,479			201,552		575,742		613,669		202,343			189,717
Gross margin	366,437			340,831		1,070,284		1,144,115		417,014			343,323
Operating expenses:
Research and development	109,091			107,075		329,994		330,086		115,466			108,989
Selling, general and administrative	71,643			74,116		223,829		233,487		82,954			76,115
Intangible asset amortization	756			756		2,268		2,285		919			756
Impairment of long-lived assets	—			—		—		753
Severance and restructuring expenses	523			1,744		4,685		3,917		8,813			1,434
Other operating expenses (income), net	1,077			—		1,101		60		7,428			25
Total operating expenses	183,090			183,691		561,877		570,588		215,580			187,319
Operating income	183,347			157,140		508,407		573,527		201,434			156,004
Interest and other income (expense), net	(1,622		)	3,318		190		3,244		(7,037		)	1,829
Income before provision for income taxes	181,725			160,458		508,597		576,771		194,397			157,833
Income tax provision	20,535			29,845		61,201		116,843		24,883			17,677
Net income	$	161,190		$	130,613	$	447,396	$	459,928	$	169,514		$	140,156

Earnings per share:
Basic	$	0.60		$	0.48	$	1.66	$	1.67	$	0.64		$	0.52
Diluted	$	0.59		$	0.47	$	1.64	$	1.64	$	0.63		$	0.51

Shares used in the calculation of earnings per share:
Basic	269,003			273,221		270,241		275,831		266,831			271,388
Diluted	271,579			276,610		273,187		279,680		269,529			274,436

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended						Nine Months Ended					Three Months Ended
	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019		September 26, 2020			September 28, 2019
	(in thousands)											(in thousands)
Net income	$	161,190		$	130,613		$	447,396		$	459,928	$	169,514		$	140,156
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $27, $97, $10 and $(131), respectively	(376		)	1,139			(258		)	3,116
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $216, $69, $264 and $(241), respectively	(1,083		)	(351		)	(1,332		)	1,167
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(20), $(23), $(62) and $(60), respectively	99			78			295			232
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $9 and $(14), respectively												(80		)	118
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(23) and $165, respectively												63			(859		)
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $11 and $(22), respectively												17			98
Other comprehensive income (loss), net	(1,360		)	866			(1,295		)	4,515		0			(643		)
Total comprehensive income	$	159,830		$	131,479		$	446,101		$	464,443	$	169,514		$	139,513

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended						Three Months Ended
	March 28, 2020			March 30, 2019			September 26, 2020			September 28, 2019
	(in thousands)						(in thousands)
Cash flows from operating activities:
Net income	$	447,396		$	459,928		$	169,514		$	140,156
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	72,141			64,973			35,730			24,671
Depreciation and amortization	72,149			85,176			24,199			23,921
Deferred taxes	(5,392		)	(12,161		)	(1,103		)	453
Loss (gain) on disposal of property, plant and equipment	634			3,324
Loss on disposal of property, plant and equipment							63			376
Other adjustments	9,226			265			1,867			27
Changes in assets and liabilities:
Accounts receivable	(7,512		)	5,475			(44,798		)	(10,300		)
Inventories	25,891			9,620			(5,986		)	10,578
Other assets	(60,530		)	(3,026		)	4,159			(52,443		)
Accounts payable	2,189			(10,971		)	(3,423		)	1,242
Price adjustment and other revenue reserves							(4,461		)	(10,284		)
Income taxes payable	(28,959		)	53,662			(14,710		)	(25,341		)
Accrued salary and related expenses	3,516			(19,845		)
Other liabilities	57,777			1,953
All other accrued liabilities							1,460			38,214
Net cash provided by (used in) operating activities	588,526			638,373			162,511			141,270
Cash flows from investing activities:
Purchases of property, plant and equipment	(51,369		)	(52,170		)	(12,728		)	(20,631		)
Proceeds from sale of property, plant and equipment	268			34			4			43
Proceeds from sale of available-for-sale securities	—			30,192
Proceeds from maturity of available-for-sale securities	93,552			1,027,083			18,425			42,921
Payment in connection with business acquisition, net of cash acquired	—			(2,949		)
Purchases of available-for-sale securities	—			(214,587		)
Purchases of private company investments	(120		)	(1,676		)
Proceeds from sale of private company investments	173			—
Purchases of investments in privately-held companies							(84		)	0
Proceeds from sale of investments in privately-held companies							25			516
Other investing activities	(118		)	(540		)	0			(35		)
Net cash provided by (used in) investing activities	42,386			785,387			5,642			22,814
Cash flows from financing activities:
Repayment of debt	—			(500,000		)
Contingent consideration paid	(8,000		)	(9,052		)
Net issuance of restricted stock units	(29,136		)	(23,026		)
Net issuance of restricted stock units and awards							(17,018		)	(9,943		)
Proceeds from stock options exercised	16,630			18,986			2,632			7,482
Issuance of common stock under employee stock purchase program	18,535			17,689
Repurchase of common stock	(358,512		)	(437,047		)	(9,201		)	(93,552		)
Dividends paid	(389,104		)	(380,231		)	(128,147		)	(130,222		)
Net cash provided by (used in) financing activities	(749,587		)	(1,312,681		)	(151,734		)	(226,235		)
Net increase (decrease) in cash and cash equivalents	(118,675		)	111,079			16,419			(62,151		)
Cash and cash equivalents:
Cash, cash equivalents and restricted cash:
Beginning of period	$	1,757,342		$	1,543,484		$	1,585,428		$	1,757,342
End of period	$	1,638,667		$	1,654,563		$	1,601,847		$	1,695,191

Supplemental disclosures of cash flow information:
Cash paid, net, during the period for income taxes	$	84,948		$	74,385		$	29,124		$	32,156
Cash paid for interest	$	25,501		$	31,751		$	8,438		$	8,438
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	9,085		$	15,252		$	9,858		$	8,307

Cash, cash equivalents and restricted cash:
Cash and cash equivalents							1,595,089			1,695,191
Restricted cash in Other assets							6,758			0
Total cash, cash equivalents and restricted cash							1,601,847			1,695,191

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


	Three Months Ended March 28, 2020																			Three Months Ended September 26, 2020
	Common Stock					Additional Paid-In Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Stockholders' Equity			Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value						Shares				Accumulated Other Comprehensive Loss			Par Value								Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)																			(in thousands)
						Additional Paid-In Capital
Balance, December 28, 2019	269,743		$	270		$	—			Retained Earnings	$	1,737,528		$	(11,289	)	Total Stockholders' Equity			$	1,726,509
Balance, June 27, 2020																				266,797		$	266	$	0		$	1,671,786		$	(14,595	)	$	1,657,457
Net income	—		—			—				161,190			—				161,190			—		—		—			169,514			—			169,514
Other comprehensive income (loss), net	—		—			—				—			(1,360		)		(1,360		)
Repurchase of common stock	(2,812	)	(3		)	(19,679		)		(137,321		)	—				(157,003		)	(150	)	0		(9,201		)	0			—			(9,201		)
Net issuance of restricted stock units	360		—			(11,570		)		—			—				(11,570		)
Net issuance of restricted stock units and awards																				563		—		(17,018		)	—			—			(17,018		)
Stock options exercised	272		—			7,810				—			—				7,810			94		—		2,631			—			—			2,631
Stock-based compensation	—		—			23,439				—			—				23,439			—		1		35,782			—			—			35,783
Dividends paid, $0.48 per common share	—		—			—				(129,072		)	—				(129,072		)	—		—		—			(128,147		)	—			(128,147		)
Balance, March 28, 2020	267,563		$	267		$	—			$	1,632,325		$	(12,649	)		$	1,619,943
Balance, September 26, 2020																				267,304		$	267	$	12,194		$	1,713,153		$	(14,595	)	$	1,711,019


	Nine Months Ended March 28, 2020																			Three Months Ended September 28, 2019
	Common Stock					Additional Paid-In Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Stockholders' Equity			Common Stock						Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity
	Shares		Par Value						Shares				Accumulated Other Comprehensive Loss			Par Value										Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity
	(in thousands)																			(in thousands)
						Additional Paid-In Capital
Balance, June 29, 2019	271,852		$	272		$	—			Retained Earnings	$	1,856,358		$	(11,354	)	Total Stockholders' Equity			$	1,845,276	271,852			$	272			$	0			$	1,856,358			$	(11,354	)		$	1,845,276
Net income	—		—			—				447,396			—				447,396			—		—				—				140,156				—				140,156
Other comprehensive income (loss), net	—		—			—				—			(1,295		)		(1,295		)	—		—				—				—				(643		)		(643		)
Repurchase of common stock	(6,296	)	(5		)	(78,235		)		(280,272		)	—				(358,512		)	(1,622	)	(1		)		(22,235		)		(71,316		)		—				(93,552		)
Cumulative-effect adjustment for adoption of ASU 2016-02	—		—			—				(2,053		)	—				(2,053		)	—		—				—				(1,964		)		—				(1,964		)
Net issuance of restricted stock units	1,017		—			(29,136		)		—			—				(29,136		)	387		—				(9,943		)		—				—				(9,943		)
Stock options exercised	588		—			16,630				—			—				16,630			266		—				7,482				—				—				7,482
Stock-based compensation	—		—			72,206				—			—				72,206			—		—				24,696				—				—				24,696
Common stock issued under Employee Stock Purchase Plan	402		—			18,535				—			—				18,535
Dividends paid, $1.44 per common share	—		—			—				(389,104		)	—				(389,104		)
Balance, March 28, 2020	267,563		$	267		$	—			$	1,632,325		$	(12,649	)		$	1,619,943
Dividends paid, $0.48 per common share																				—		—				—				(130,222		)		—				(130,222		)
Balance, September 28, 2019																				270,883		$	271			$	0			$	1,793,012			$	(11,997	)		$	1,781,286

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

~~MAXIM INTEGRATED PRODUCTS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(Unaudited)~~

Three Months Ended March 30, 2019
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, December 29, 2018 274,326
$ 279
$ —
$ 1,766,471
$ (11,336 ) $ 1,755,414
Net income —
—
—
130,613
—
130,613
Other comprehensive income (loss), net —
—
—
—
866
866
Repurchase of common stock (2,210 ) —
(18,411 ) (98,580 ) —
(116,991 )
Net issuance of restricted stock units 402
—
(9,582 ) —
—
(9,582 )
Stock options exercised 177
—
5,143
—
—
5,143
Stock-based compensation —
—
22,850
—
—
22,850
Dividends paid, $0.46 per common share —
—
—
(125,566 ) —
(125,566 )
Balance, March 30, 2019 272,695
$ 279
$ —
$ 1,672,938
$ (10,470 ) $ 1,662,747

Nine Months Ended March 30, 2019
Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss
Total
Stockholders' Equity
Shares Par Value
(in thousands)

Balance, June 30, 2018 278,664
$ 279
$ —
$ 1,945,646
$ (14,985 ) $ 1,930,940
Net income —
—
—
459,928
—
459,928
Other comprehensive income (loss), net —
—
—
—
4,515
4,515
Repurchase of common stock (8,032 ) —
(82,155 ) (354,892 ) —
(437,047 )
Cumulative-effect adjustment for adoption of ASU 2016-01 —
—
—
—
2,487
—
2,487
Net issuance of restricted stock units 980
—
(23,026 ) —
—
(23,026 )
Stock options exercised 699
—
18,986
—
—
18,986
Stock-based compensation —
—
65,035
—
—
65,035
Modification of liability to equity instruments ⁽¹⁾
—
—
3,471
—
—
3,471
Common stock issued under Employee Stock Purchase Plan 384
—
17,689
—
—
17,689
Dividends paid, $1.38 per common share —
—
—
(380,231 ) —
(380,231 )
Balance, March 30, 2019 272,695

$ 279

$ —

$ 1,672,938

$ (10,470 ) $ 1,662,747

~~________________~~

~~(1) In December 2018, $3.5 million was reclassified from accrued salaries to additional paid-in capital due to a settlement agreement relating to the expiration of stock options.~~

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Maxim Integrated Products, Inc. and all of its majority-owned subsidiaries (collectively, the “Company” or “Maxim Integrated”) included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“GAAP”) have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments of a normal recurring nature which were considered necessary for fair statement have been included. The year-end condensed consolidated balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the ~~nine~~three months ended ~~March 28,~~September 26, 2020 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

The Company has a 52-to-53-week fiscal year that ends on the last Saturday in June. Accordingly, every fifth or sixth fiscal year will be a 53-week fiscal year. Fiscal years ~~2019~~2021 and 2020 are 52-week fiscal years.

Merger with Analog Devices

On July 13, 2020, the Company announced that it had entered into an Agreement and Plan of Merger, dated July 12, 2020 (as it may be amended from time to time, the “ADI Merger Agreement”) with Analog Devices, Inc., a Massachusetts corporation (“Analog Devices” or "ADI"), and Magneto Corp., a wholly-owned subsidiary of Analog Devices (“Acquisition Sub”), under which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Acquisition Sub will merge with and into the Company, and the Company will survive the merger as a wholly-owned subsidiary of Analog Devices (the “ADI Merger”). Under the terms of the ADI Merger Agreement, at the effective time of the ADI Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Company Common Stock held by Analog Devices or Acquisition Sub) will be converted into the right to receive 0.6300 of a fully paid and non-assessable share of common stock, par value $0.16 2/3 per share, of Analog Devices (with cash being paid (without interest and less applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). Analog Devices shareholders will continue to own their existing Analog Devices shares, and the combined company will be named Analog Devices.

The ADI Merger has been approved by both the Company’s Board of Directors and the Board of Directors of Analog Devices. The completion of the ADI Merger is subject to customary closing conditions, including, among others, the required approvals of Maxim Integrated’s stockholders, the approval of ADI’s shareholders and the receipt of various regulatory approvals. Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the transaction is expected to close in the summer of 2021. The Company cannot guarantee that the ADI Merger will be completed on a timely basis or at all or that, if completed, it will be completed on the terms set forth in the ADI Merger Agreement.

As of October 8, 2020, stockholder approval for the ADI Merger has been obtained from Maxim Integrated's stockholders and ADI's shareholders. In addition, the proposed transaction has received antitrust clearance from the United States Federal Trade Commission.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates relate to the useful lives and fair value of fixed assets, valuation allowance for deferred tax assets, reserves relating to uncertain tax positions, ~~allowances for doubtful accounts, customer returns and allowances,~~ allowance for distributor credits, inventory valuation, reserves relating to litigation matters, assumptions about the fair value of reporting units and asset groups, accrued liabilities and reserves, ~~assumptions related to the calculation of stock-based compensation~~ and the value of intangibles

acquired ~~and goodwill~~ associated with business combinations. The Company bases its estimates and judgments on its historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Actual results may differ from those estimates, and such differences may be material to the financial statements.

The ~~recent~~ongoing novel coronavirus ~~(COVID-19)~~("COVID-19") pandemic and the mitigation efforts by governments to attempt to control its spread created uncertainties and disruptions in the economic and financial markets. The Company is not aware of events or circumstances that would require an update to its estimates, judgments, or adjustments to the carrying values of its assets or liabilities as of ~~April 29,~~October 28, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as developments occur and as the Company obtains additional information. These future developments are highly uncertain, and the outcomes, unpredictable. Actual results may differ from those estimates, and such differences may be material to the financial statements.

~~Recently Issued Accounting Pronouncements~~

(i) New Accounting ~~Updates~~Update Recently Adopted

In ~~February~~June 2016, the ~~Financial Accounting Standards Board (FASB)~~FASB issued Accounting Standards Update ~~2016-02~~No. 2016-13 (ASU ~~2016-02),~~ ~~Leases~~2016-13) Financial Instruments-Credit Losses (Topic ~~842). Topic 842 states that lessees will recognize~~326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a ~~lease liability for~~reduction in the ~~commitment to make lease payments and a right-of-use asset for the underlying asset, for the duration~~amortized cost basis of the lease. The FASB also issued ASU 2018-10 and ASU 2018-11 which provide improvements to ASU 2016-02 and an additional transition method option, respectively. This transition method allows companies to apply the new lease accounting standard on adoption date and recognize a cumulative-effect adjustment to the opening balancesecurities. These changes resulted in earlier recognition of ~~retained earnings. The Company~~credit losses. We adopted ASU ~~2016-02~~2016-13 beginning in the first quarter of fiscal year ~~2020.~~

~~The Company adopted the new standard~~2021 using the modified retrospective ~~method~~approach. The effect on our consolidated financial statements and ~~electing the optional transition method practical expedient. Under the optional transition method, the Company recognized a cumulative-effect adjustment to the consolidated balance sheet and did~~related disclosures was not ~~adjust comparative prior period information.~~

~~The Company elected multiple practical expedients permitted:~~

~~the hindsight practical expedient, in which the Company elected to use hindsight up until the effective date in determining the lease term and assessing impairment of right-of-use assets;~~

the practical expedient package that allows the Company to carry forward its determination of whether a lease exists, the classification of a lease, and whether initial direct lease costs exist for purposes of transition to the new standard; and

~~the practical expedient to combine lease and non-lease components.~~

~~The Company also elected an accounting policy in which it will not apply the recognition requirements to leases with an initial term of 12 months or less.~~

Effective June 30, 2019, the first day of adoption, the Company recognized $61.0 million of operating lease right-of-use assets and $65.2 million of operating lease liabilities on its Consolidated Balance Sheet. The difference of $4.2 million was primarily due to deferred rent, partially offset by prepaid rent for leases that existed as of the date of adoption, which decreased the opening balance of lease right-of-use (ROU) assets.

~~Updated Lease Accounting Policy~~

The Company determines if an arrangement is, or contains, a lease at inception. ROU assets are recorded as other assets, short-term lease obligations are recorded as accrued expenses and long-term lease obligations are recorded as other liabilities on the Company's Consolidated Balance Sheet. The Company’s classes of assets include real estate leases, equipment leases, and vehicle leases.

Lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Lease expense is recognized on a straight-line basis over the lease term. The Company elected to combine lease and non-lease components for all asset classes. In addition, the Company does not apply the recognition requirements to leases with lease terms of 12 months or less.material.

NOTE 3: BALANCE SHEET COMPONENTS

Inventories consist of:


	March 28, 2020		June 29, 2019		September 26, 2020		June 27, 2020
	(in thousands)				(in thousands)
Raw materials	$	14,525	$	16,121	$	20,397	$	18,287
Work-in-process	148,670		160,273		172,267		164,061
Finished goods	57,491		70,118		73,000		77,278
Total inventories	$	220,686	$	246,512	$	265,664	$	259,626

Property, plant and equipment, net, consist of:


	March 28, 2020			June 29, 2019			September 26, 2020			June 27, 2020
	(in thousands)						(in thousands)
Land	$	17,720		$	17,720		$	17,720		$	17,720
Buildings and building improvements	314,323			265,191			314,043			312,999
Machinery, equipment and software	1,334,875			1,367,606			1,333,793			1,323,791
Total	1,666,918			1,650,517			1,665,556			1,654,510
Less: accumulated depreciation	(1,102,282		)	(1,072,795		)	(1,123,135		)	(1,104,104		)
Total property, plant and equipment, net	$	564,636		$	577,722		$	542,421		$	550,406

Accrued salary and related expenses consist of:


	March 28, 2020		June 29, 2019		September 26, 2020		June 27, 2020
	(in thousands)				(in thousands)
Accrued vacation	$	28,449	$	30,250	$	36,061	$	33,992
Accrued bonus	51,565		71,466		29,213		66,662
Accrued salaries	14,161		8,329		21,244		12,153
ESPP Withholding					16,898		5,986
Accrued fringe benefits	5,262		4,807		4,228		4,077
Other	22,783		3,782		7,816		3,881
Total accrued salary and related expenses	$	122,220	$	118,634	$	115,460	$	126,751

NOTE 4: DISAGGREGATION OF REVENUE

The following table summarizes net revenue disaggregated by end market. The Company classifies end market revenue by using estimates and assumptions based on historical experience and knowledge of current conditions, given available information.


	Three Months Ended								Nine Months Ended								Three Months Ended
	March 28, 2020				March 30, 2019				March 28, 2020				March 30, 2019				September 26, 2020				September 28, 2019
	Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total
	(in thousands, except percentages)																(in thousands, except percentages)
Automotive	$	157,336	28	%	$	151,867	28	%	$	444,535	27	%	$	448,717	26	%	$	158,068	26	%	$	139,769	26	%
Communications and Data Center	134,860		24	%	103,053		19	%	368,394		22	%	352,518		20	%	131,293		21	%	96,071		18	%
Consumer	101,145		18	%	124,748		23	%	339,289		21	%	422,829		24	%	136,390		22	%	133,338		25	%
Industrial	168,575		30	%	162,715		30	%	493,808		30	%	533,720		30	%	193,606		31	%	163,862		31	%
	$	561,916			$	542,383			$	1,646,026			$	1,757,784			$	619,357			$	533,040

The following table summarizes net revenue disaggregated by sales channel:


	Three Months Ended								Nine Months Ended								Three Months Ended
	March 28, 2020				March 30, 2019				March 28, 2020				March 30, 2019				September 26, 2020				September 28, 2019
	Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total
	(in thousands, except percentages)																(in thousands, except percentages)
Distributors	$	290,848	52	%	$	234,561	43	%	$	838,676	51	%	$	784,652	45	%	$	324,550	52	%	$	266,586	50	%
Direct customers	271,068		48	%	307,822		57	%	807,350		49	%	973,132		55	%	294,807		48	%	266,454		50	%
	$	561,916			$	542,383			$	1,646,026			$	1,757,784			$	619,357			$	533,040

NOTE 5: FAIR VALUE MEASUREMENTS

The FASB established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows:

Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities.

The Company’s Level 1 assets consist of money market funds.

Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

The Company’s Level 2 assets and liabilities consist of ~~U.S. Treasury securities, agency securities,~~ corporate debt securities ~~certificates of deposit, commercial paper~~ and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's Level 3 assets and liabilities consist of acquisition-related contingent consideration liabilities.

Assets and liabilities measured at fair value on a recurring basis were as follows:


	March 28, 2020									June 29, 2019											As of September 26, 2020									As of June 27, 2020
	Fair Value Measurements Using						Total Balance			Fair Value Measurements Using									Total Balance		Fair Value Measurements Using							Total		Fair Value Measurements Using						Total
	Level 1		Level 2		Level 3				Level 1			Level 2			Level 3			Level 1				Level 2		Level 3			Level 1			Level 2		Level 3				Total
	(in thousands)																				(in thousands)
Assets							Total Balance												Total Balance
Cash and cash equivalents																												Total
Money market funds	$	245,470	$	—	$	—	$	245,470		$	186,819		$	—		$	—		$	186,819	$	26,629	$	—	$	—		$	26,629	$	61,814	$	0	$	0	$	61,814
Short-term investments
Certificates of deposit	—		—		—		—			—			1,000			—			1,000
Corporate debt securities	—		47,109		—		47,109			—			139,990			—			139,990		—		17,022		—			17,022		—		35,536		—		35,536
Other current assets
Foreign currency forward contracts	—		580		—		580			—			651			—			651		—		1,228		—			1,228		0		1,151		0		1,151
Total assets	$	245,470	$	47,689	$	—	$	293,159		$	186,819		$	141,641		$	—		$	328,460	$	26,629	$	18,250	$	0		$	44,879	$	61,814	$	36,687	$	0	$	98,501

Liabilities
Accrued expenses
Foreign currency forward contracts	$	—	$	1,297	$	—	$	1,297		$	—		$	148		$	—		$	148	$	0	$	596	$	0		$	596	$	0	$	341	$	0	$	341
Contingent consideration	—		—		—		—			—			—			9,052			9,052		—		—		10,000			10,000		—		—		10,000		10,000
Other liabilities
Contingent consideration																					—		—		4,165			4,165		—		—		4,165		4,165
Total Liabilities	$	—	$	1,297	$	—	$	1,297		$	—		$	148		$	9,052		$	9,200	$	0	$	596	$	14,165		$	14,761	$	0	$	341	$	14,165	$	14,506

During the ~~nine~~three months ended ~~March 28,~~September 26, 2020 and the year ended June ~~29, 2019,~~27, 2020, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

There were no assets or liabilities measured at fair value on a non-recurring basis as of ~~March 28,~~September 26, 2020 and June ~~29, 2019~~27, 2020 other than impairments of long-lived assets.

As of ~~March 28,~~September 26, 2020 and June ~~29, 2019,~~27, 2020, the fair value of private company investments amounted to ~~$20.5~~$21.2 million and ~~$20.7~~$20.6 million, respectively. The aggregate amount of unrealized losses recognized from these investments were ~~$3.4~~$3.8 million and ~~$3.6~~$4.3 million, respectively, as of ~~March 28,~~September 26, 2020 and June ~~29, 2019.~~27, 2020.

The Company recorded ~~$(0.4) million and~~ $0.5 million of unrealized gains ~~(losses)~~ on private company investments, during the three months ended ~~March 28, 2020 and March 30, 2019, respectively. The Company recorded $0.2 million and $(0.2) million, of unrealized~~September 26, 2020. Unrealized gains ~~(losses)~~(loss) on private company investments was not material during the ~~nine~~three months ended ~~March~~September 28, ~~2020 and March 30, 2019, respectively.~~2019. Unrealized gains (losses) on private company investments are recorded in Interest and other income (expense), net in the Company's Condensed Consolidated Statements of Income.

NOTE 6: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:


	March 28, 2020									June 29, 2019									September 26, 2020									June 27, 2020
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)																		(in thousands)
Available-for-sale investments	Available-for-sale investments																		Available-for-sale investments
Certificates of deposit	$	—	$	—	$	—		$	—	$	1,000	$	—	$	—		$	1,000
Corporate debt securities	47,408		31		(330		)	47,109		140,031		68		(109		)	139,990		$	16,983	$	47	$	(8	)	$	17,022	$	35,417	$	137	$	(18	)	$	35,536
Total available-for-sale investments	$	47,408	$	31	$	(330	)	$	47,109	$	141,031	$	68	$	(109	)	$	140,990	$	16,983	$	47	$	(8	)	$	17,022	$	35,417	$	137	$	(18	)	$	35,536

In the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, the Company did not recognize ~~any~~ impairment charges on short-term investments. All available-for-sale investments have maturity dates between ~~April 6,~~October 2, 2020 and March 12, 2021.

The Company invests in various financial instruments including corporate debt securities, commercial paper, and certificates of deposit which include instruments issued or managed by industrial, financial, and utility institutions and U.S. Treasury securities which include U.S. government Treasury bills and Treasury notes.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and ~~the~~ European Euro, Indian Rupee, ~~Japanese Yen,~~ Taiwan New Dollar, South Korean Won, Chinese Yuan, Japanese Yen, Singapore Dollar, and Canadian Dollar expenditures for sales offices and research and development activities undertaken outside of the U.S.

The Company has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. The Company does not use these foreign currency forward contracts for trading purposes.

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). As of ~~March 28,~~September 26, 2020 and June ~~29, 2019,~~27, 2020, the notional amounts of the forward contracts the Company held to purchase international currencies were ~~$41.4~~$57.0 million and ~~$48.5~~$61.6 million, respectively. ~~As of March 28, 2020 and June 29, 2019, the Company did not hold any forward contracts to sell international currencies.~~

Derivatives not designated as hedging instruments

As of ~~March 28,~~September 26, 2020 and June ~~29, 2019,~~27, 2020, the notional amounts of the forward contracts the Company held to purchase international currencies were ~~$39.7~~$49.5 million and ~~$19.6~~$32.3 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were ~~$11.8~~$11.2 million and ~~$21.1~~$12.0 million, respectively.The increase in forward contracts held to purchase international currencies from fiscal year 2019 to fiscal year 2020 was primarily due to the addition of operating lease liabilities, which were recorded on the Company’s Consolidated Balance Sheet upon adoption of the new lease accounting standard, Topic 842.

The Company's foreign currency forward contract gains or losses included in the Condensed Consolidated Statements of Income were not material for the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively.

Effect of hedge accounting on the Condensed Consolidated Statements of Income

The following tables summarize the gains (losses) from hedging activities recognized in the Company's Condensed Consolidated Statements of Income:


	Three Months Ended							Three Months Ended								Three Months Ended						Three Months Ended
	March 28, 2020							March 30, 2019								September 26, 2020						September 28, 2019
	Net Revenue		Cost of Goods Sold		Operating Expenses				Net Revenue		Cost of Goods Sold		Operating Expenses			Net Revenue		Cost of Goods Sold		Operating Expenses			Net Revenue		Cost of Goods Sold		Operating Expenses
	(in thousands)															(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded	$	561,916	$	195,479	$	183,090			$	542,383	$	201,552	$	183,691		$	619,357	$	202,343	$	215,580		$	533,040	$	189,717	$	187,319

Gain (loss) on cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	$	—	$	76	$	(94	)		$	6	$	261	$	(79	)	$	0	$	435	$	670		$	0	$	120	$	(370	)

Nine Months Ended Nine Months Ended
March 28, 2020 March 30, 2019
Net Revenue Cost of Goods Sold Operating Expenses Net Revenue Cost of Goods Sold Operating Expenses
(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded $ 1,646,026
$ 575,742
$ 561,877
$ 1,757,784
$ 613,669
$ 570,588

Gain (loss) on cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income $ —
$ 206
$ (868 ) $ 50
$ (335 ) $ (1,906 )

Outstanding debt obligations

The following table summarizes the Company’s outstanding debt obligations:


	March 28, 2020			June 29, 2019			September 26, 2020			June 27, 2020
	(in thousands)						(in thousands)
3.375% fixed rate notes due March 2023							$	500,000		$	500,000
3.45% fixed rate notes due June 2027	$	500,000		$	500,000		500,000			500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Total outstanding debt	1,000,000			1,000,000			1,000,000			1,000,000
Less: Reduction for unamortized discount and debt issuance costs	(6,337		)	(7,416		)	(5,619		)	(5,978		)
Total long-term debt	$	993,663		$	992,584		$	994,381		$	994,022

On June 15, 2017, the Company completed a public offering of $500 million aggregate principal amount of the Company's 3.45% senior unsecured and unsubordinated notes due in June 2027 (“2027 Notes”), with an effective interest rate of 3.5%. Interest on the 2027 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. The net proceeds of this offering were approximately $495.2 million, after issuing at a discount and deducting paid expenses.

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% coupon senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”), with an effective interest rate of 2.6%. Interest on the 2018 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The net proceeds of this offering were approximately $494.5 million, after issuing at a discount and deducting paid expenses. In November of 2018, the Company repaid the entire $500 million in principal and any outstanding interest, related to these outstanding notes.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The net proceeds of this offering were approximately $490.0 million, after issuing at a discount and deducting paid expenses.

The debt indentures that govern the 2027 Notes and the 2023 Notes include covenants that limit the Company's ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit the Company's ability to secure additional debt funding in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2027 Notes or the 2023 Notes, the Company would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes, were $8.9 million and $8.9 million during the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively. Amortized discount and expenses, as well as interest expense associated with the notes, were $26.7 million and $32.5 million, respectively, during the nine months ended March 28, 2020 and March 30, 2019.

The estimated fair value of the Company’s outstanding debt obligations was approximately $1.0 billion as of ~~March 28,~~September 26, 2020. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

The Company recorded interest expense of ~~$9.3~~$9.4 million and $9.3 million during the three months ended ~~March 28,~~September 26, 2020, and ~~March 30, 2019, respectively. The Company recorded interest expense of $27.9 million and $33.9 million during the nine months ended March~~September 28, ~~2020, and March 30,~~ 2019, respectively.

Other Financial Instruments

For the balance of the Company’s financial instruments, cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities.

NOTE 7: STOCK-BASED COMPENSATION

At ~~March 28,~~September 26, 2020, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), restricted stock awards ("RSAs") and market stock units (“MSUs”) to employees, directors, and consultants.

Pursuant to the 1996 Plan, the exercise price for incentive stock options and non-statutory stock options is determined to be the fair market value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant. Options generally expire no later than seven years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

RSUs granted to employees typically vest ratably over a four-year period and are released or converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. RSUs granted ~~after August~~from September 2017 to July 2020 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

RSAs granted to employees typically vest over a four-year cliff period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. RSAs have certain shareholder rights, such as voting rights, but are not eligible for dividends or dividend equivalents.

MSUs granted to employees typically vest over a four-year cliff period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap depending on the Company's performance. MSUs granted ~~after August~~in September 2017, September 2018, and September 2019 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively:

Three Months Ended Three Months Ended
March 28, 2020 March 30, 2019
Stock Options Restricted Stock Units Employee Stock Purchase Plan Total Stock Options Restricted Stock Units Employee Stock Purchase Plan Total
(in thousands)
Cost of goods sold $ 10
$ 2,363
$ 726
$ 3,099
$ 8
$ 1,951
$ 654
$ 2,613
Research and development 4
9,719
1,628
11,351
5
9,399
1,658
11,062
Selling, general and administrative 72
8,037
844
8,953
64
8,184
897
9,145
Pre-tax stock-based compensation expense $ 86
$ 20,119
$ 3,198
$ 23,403
$ 77
$ 19,534
$ 3,209
$ 22,820
Less: income tax effect 1,969
1,946
Net stock-based compensation expense $ 21,434
$ 20,874


	Nine Months Ended								Nine Months Ended								Three Months Ended								Three Months Ended
	March 28, 2020								March 30, 2019								September 26, 2020								September 28, 2019
	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)																(in thousands)
Cost of goods sold	$	23	$	6,912	$	2,094	$	9,029	$	28	$	5,597	$	1,656	$	7,281	$	11	$	3,794	$	864	$	4,669	$	9	$	2,280	$	669	$	2,958
Research and development	12		29,122		4,537		33,671		27		26,783		3,948		30,758		3		12,267		2,106		14,376		4		9,485		1,395		10,884
Selling, general and administrative	194		26,744		2,503		29,441		178		24,600		2,156		26,934		75		15,483		1,127		16,685		67		9,953		810		10,830
Pre-tax stock-based compensation expense	$	229	$	62,778	$	9,134	$	72,141	$	233	$	56,980	$	7,760	$	64,973	$	89	$	31,544	$	4,097	$	35,730	$	80	$	21,718	$	2,874	$	24,672
Less: income tax effect							7,050								6,214								2,531								2,888
Net stock-based compensation expense	Net stock-based compensation expense						$	65,091							$	58,759	Net stock-based compensation expense						$	33,199							$	21,784

The expense included in the Condensed Consolidated Statements of Income for RSUs and other awards include expenses related to MSUs of ~~$2.8~~$3.6 million and ~~$3.0~~$4.4 million for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, ~~respectively, and $9.6~~respectively. In connection with the proposed ADI Merger, on September 1, 2020, the Company’s Board of Directors granted RSAs to certain employees. For employees who made IRS Section 83(b) elections, Maxim accelerated a portion of the RSAs to satisfy tax withholding requirements. The Company recorded $7.9 million ~~and $8.3 million for~~of stock-based compensation expense related to the ~~nine~~accelerated RSAs in the three months ended ~~March 28, 2020 and March 30, 2019, respectively.~~September 26, 2020.

Stock Options

The fair value of options granted to employees under the 1996 Plan is estimated on the date of grant using the Black-Scholes option valuation model.

There were 0 stock options granted in the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of ~~March 28,~~September 26, 2020 and related activity for the ~~nine~~three months ended ~~March 28,~~September 26, 2020:

Number of
Shares
Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years)
Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019 777,413
$ 28.30

Options Granted —
—

Options Exercised (574,949 ) 27.42

Options Cancelled (16,575 ) 27.30

Balance at March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648
Exercisable, March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648
Vested and expected to vest, March 28, 2020 185,889
$ 28.21
1.0 $ 3,596,648



~~(1)~~	Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of March 28, 2020.



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 27, 2020	104,447		$	28.76
Options Granted	0		0
Options Exercised	(94,375	)	28.30
Options Cancelled	0		0
Balance at September 26, 2020	10,072		$	33.09	0.6	$	326,753
Exercisable, September 26, 2020	10,072		$	33.09	0.6	$	326,753
Vested and expected to vest, September 26, 2020	10,072		$	33.09	0.6	$	326,753
⁽¹⁾Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 25, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 26, 2020.

As of ~~March 28,~~September 26, 2020, there was 0 unrecognized stock compensation from unvested stock options.

Restricted Stock Units and ~~Other~~Restricted Stock Awards

The fair value of RSUs and ~~other awards~~RSAs under the Company’s 1996 Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The weighted-average fair value of RSUs and ~~other awards~~RSAs granted was ~~$58.04~~$69.05 and ~~$51.01~~$47.61 per share for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30, 2019, respectively, and $49.55 and $54.04 per share for the nine months ended March~~September 28, ~~2020 and March 30,~~ 2019, respectively.

The following table summarizes the outstanding and expected to vest RSUs and ~~other awards~~RSAs as of ~~March 28,~~September 26, 2020 and related activity during the ~~nine~~three months ended ~~March 28,~~September 26, 2020:

Number of
Shares

Weighted Average
Remaining
Contractual Term
(in Years)

Aggregate Intrinsic
Value⁽¹⁾
Balance at June 29, 2019 4,918,306

Restricted stock units and other awards granted 1,780,422

Restricted stock units and other awards released (1,337,151 )
Restricted stock units and other awards cancelled (386,970 )
Balance at March 28, 2020 4,974,607
2.7 $ 236,592,309
Outstanding and expected to vest, March 28, 2020 4,176,812
2.6 $ 198,649,169



~~(1)~~	Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of March 28, 2020.



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 27, 2020	4,606,592
Restricted stock units and restricted stock awards granted	1,304,862
Restricted stock units and restricted stock awards released	(500,583	)
Restricted stock units and restricted stock awards cancelled	(45,575	)
Balance at September 26, 2020	5,365,296		3.2	$	351,587,847
Outstanding and expected to vest, September 26, 2020	4,446,092		2.9	$	291,352,394
⁽¹⁾Aggregate intrinsic value for RSUs and RSAs represents the closing price per share of the Company’s common stock on September 25, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs and RSAs outstanding or expected to vest as of September 26, 2020.

The Company withheld shares totaling ~~$11.6 million and $29.1~~$17.0 million in value as a result of employee withholding taxes based on the value of RSUs and RSAs on their vesting date for the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020. Total payments for employees’ tax obligations to taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of ~~March 28,~~September 26, 2020, there was ~~$165.8~~$209.1 million of unrecognized compensation expense related to ~~5.0~~5.4 million unvested RSUs and ~~other awards,~~RSAs, which is expected to be recognized over a weighted average period of approximately ~~2.7~~3.2 years.

Market Stock Units (MSUs)

The Company grants MSUs to senior members of management in lieu of granting stock options. For MSUs granted prior to September 2017, the performance metrics of this program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index SPDR S&P (the “XSD”). For MSUs granted in September 2017, September 2018, and ~~after,~~September 2019, the performance metrics for this program are based on the total shareholder return ("TSR") of the Company relative to the TSR of the other companies included in the XSD. The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD or the TSR of the companies included in the XSD, as applicable. Vesting for MSUs is contingent upon both service and market conditions and has a four-year vesting cliff period. MSUs granted ~~after August~~in September 2017, September 2018, and September 2019 vest based upon annual performance and are subject to continued service through the end of the four-year period but will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements. Pursuant to the terms of the ADI Merger Agreement, the Company grants RSUs in lieu of MSUs (or RSAs in lieu of MSUs for any potential “disqualified individuals” within the meaning of Section 280G of the Internal Revenue Code, which RSAs will not be eligible for dividends or dividend equivalent rights) from the date of the ADI Merger Agreement through the date that the transaction closes.

No MSUs were granted during the three months ended September 26, 2020. The weighted-average fair value of MSUs granted was $54.70 ~~and $75.48~~ per share for the ~~nine~~three months ended ~~March~~September 28, ~~2020 and March 30, 2019, respectively.~~2019.

The following table summarizes the number of MSUs outstanding and expected to vest as of ~~March 28,~~September 26, 2020 and their activity during the ~~nine~~three months ended ~~March 28,~~September 26, 2020:

Number of
Shares

Weighted Average
Remaining
Contractual Term
(in Years)

Aggregate Intrinsic
Value⁽¹⁾
Balance at June 29, 2019 1,048,532

Market stock units granted 259,984

Market stock units released (183,974 )
Market stock units cancelled (150,970 )
Balance at March 28, 2020 973,572
2.6 $ 46,303,084
Outstanding and expected to vest, March 28, 2020 338,860
2.5 $ 16,116.163



~~(1)~~	Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on March 27, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of March 28, 2020.



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 27, 2020	971,220
Market stock units granted	0
Market stock units released	0
Market stock units cancelled	(230,132	)
Balance at September 26, 2020	741,088		2.2	$	48,563,497
Outstanding and expected to vest, September 26, 2020	576,716		2.2	$	37,792.218
⁽¹⁾Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 25, 2020, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 26, 2020.

As of ~~March 28,~~September 26, 2020, there was ~~$29.0~~$22.3 million of unrecognized compensation expense related to ~~1.0~~0.7 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately ~~2.6~~2.2 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the 2008 ESPP.

The fair value of 2008 ESPP rights granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model using the following assumptions for the offering periods outstanding:



	Three Months Ended		~~Nine Months Ended~~
	~~March 28,~~September 26, 2020	~~March 30, 2019~~	~~March~~September 28, ~~2020~~	~~March 30,~~ 2019
Expected holding period (in years)	0.5 years	0.5 years	~~0.5 years~~	~~0.5 years~~
Risk-free interest rate	~~1.6%~~0.2% - ~~2.3%~~1.6%	~~2.4%~~2.3% - ~~2.6%~~	~~1.6% -~~ 2.7%	~~1.6% - 2.6%~~
Expected stock price volatility	~~28.4%~~29.2% - ~~29.5%~~55.2%	~~27.5%~~29.5% - ~~28.9%~~	~~28.4% -~~ 31.3%	~~19.6% - 32.7%~~
Dividend yield	3.3% - ~~3.4%~~	~~2.8% - 3.1%~~3.3%	3.1% - 3.4%	~~2.8% - 3.1%~~

As of ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, there was ~~$6.9~~$2.5 million and ~~$5.3~~$4.0 million, respectively, of unrecognized compensation expense related to the 2008 ESPP. At the end of the current offering period in November 2020, the Company will suspend the 2008 ESPP program pursuant to the terms of the ADI Merger Agreement.

NOTE 8: EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of shares of common stock outstanding during the period. For purposes of computing basic earnings per share, the weighted average number of outstanding shares of common stock excludes unvested RSUs, RSAs and ~~other awards as well as~~ MSUs. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs, RSAs and ~~other awards as well as~~ MSUs, and assumed issuance of common stock under the 2008 ESPP using the treasury stock method.

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


	Three Months Ended				Nine Months Ended				Three Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020		September 28, 2019
	(in thousands, except per share data)								(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	161,190	$	130,613	$	447,396	$	459,928	$	169,514	$	140,156

Denominator for basic earnings per share	269,003		273,221		270,241		275,831		266,831		271,388
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	2,576		3,389		2,946		3,849
Stock options, ESPP, RSUs, RSAs and MSUs									2,698		3,048
Denominator for diluted earnings per share	271,579		276,610		273,187		279,680		269,529		274,436

Earnings per share
Basic	$	0.60	$	0.48	$	1.66	$	1.67	$	0.64	$	0.52
Diluted	$	0.59	$	0.47	$	1.64	$	1.64	$	0.63	$	0.51

For the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019 no stock awards ~~were~~ determined to be ~~anti-dilutive. Securities which would have been~~ anti-dilutive ~~are~~were insignificant and were excluded from the computation of diluted earnings per share in all periods.

NOTE 9: SEGMENT INFORMATION

The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits. All of the Company's products are designed through a centralized R&D function, manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors.

The Company currently has 1 operating segment and reportable segment. In accordance with ASC No. 280, Segment Reporting (“ASC 280”), the Company considers operating segments to be components of the Company’s business for which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. The Chief Operating Decision Maker for the Company was assessed and determined to be the CEO. The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment.

Enterprise-wide information is provided in accordance with ASC 280. Geographical revenue information is based on customers’ ship-to location. Long-lived assets consist of property, plant and equipment. Property, plant and equipment information is based on the physical location of the assets at the end of each fiscal year.

Net revenues from unaffiliated customers by geographic region were as follows:


	Three Months Ended				Nine Months Ended				Three Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020		September 28, 2019
	(in thousands)								(in thousands)
United States	$	61,681	$	63,970	$	176,388	$	200,944	$	60,136	$	55,799
China	195,560		183,753		609,958		611,768		245,805		197,299
Rest of Asia	184,635		176,396		518,114		583,616		198,464		169,914
Europe	105,535		104,124		299,728		316,155		99,505		95,940
Rest of World	14,505		14,140		41,838		45,301		15,447		14,088
	$	561,916	$	542,383	$	1,646,026	$	1,757,784	$	619,357	$	533,040

Net long-lived assets by geographic region were as follows:


	March 28, 2020		June 29, 2019		September 26, 2020		June 27, 2020
	(in thousands)				(in thousands)
United States	$	368,813	$	379,308	$	356,188	$	362,093
Philippines	96,013		102,634		83,006		88,660
Rest of World	99,810		95,780		103,227		99,653
	$	564,636	$	577,722	$	542,421	$	550,406

NOTE 10: COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the ~~nine~~three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019 were as follows:


(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total			Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total
June 29, 2019	$	(6,280	)	$	(4,322	)	$	(1,136	)	$	425		$	(41	)	$	(11,354	)
June 27, 2020																			$	(6,280	)	$	(7,988	)	$	(1,136	)	$	690		$	119		$	(14,595	)
Other comprehensive income (loss) before reclassifications	—			—			—			(2,258		)	(268		)	(2,526		)	0			0			0			1,191			(89		)	1,102
Amounts reclassified out of accumulated other comprehensive (income) loss	—			357			—			662			—			1,019			0			6			0			(1,105		)	0			(1,099		)
Tax effects	—			(62		)	—			264			10			212			0			11			0			(23		)	9			(3		)
Other comprehensive income (loss), net	—			295			—			(1,332		)	(258		)	(1,295		)	0			17			0			63			(80		)	0
March 28, 2020	$	(6,280	)	$	(4,027	)	$	(1,136	)	$	(907	)	$	(299	)	$	(12,649	)
September 26, 2020																			$	(6,280	)	$	(7,971	)	$	(1,136	)	$	753		$	39		$	(14,595	)


(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total			Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total
June 30, 2018	$	(6,280	)	$	(2,516	)	$	(1,136	)	$	(1,383	)	$	(3,670	)	$	(14,985	)
June 29, 2019																			$	(6,280	)	$	(4,322	)	$	(1,136	)	$	425		$	(41	)	$	(11,354	)
Other comprehensive income (loss) before reclassifications	—			—			—			(783		)	3,247			2,464			0			0			0			(1,274		)	132			(1,142		)
Amounts reclassified out of accumulated other comprehensive (income) loss	—			292			—			2,191			—			2,483			0			120			0			250			0			370
Tax effects	—			(60		)	—			(241		)	(131		)	(432		)	0			(22		)	0			165			(14		)	129
Other comprehensive income (loss), net	—			232			—			1,167			3,116			4,515			0			98			0			(859		)	118			(643		)
March 30, 2019	$	(6,280	)	$	(2,284	)	$	(1,136	)	$	(216	)	$	(554	)	$	(10,470	)
September 28, 2019																			$	(6,280	)	$	(4,224	)	$	(1,136	)	$	(434	)	$	77		$	(11,997	)

NOTE 11: INCOME TAXES

In the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020~~2019, the Company recorded an income tax provision of ~~$20.5~~$24.9 million and ~~$61.2~~$17.7 million, ~~respectively, compared to $29.8 million and $116.8 million for the three and nine months ended March 30, 2019,~~ respectively. The Company’s effective tax rate for the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020~~2019 was ~~11.3%~~12.8% and ~~12.0%~~11.2%, ~~respectively, compared to 18.6% and 20.3% for the three and nine months ended March 30, 2019,~~ respectively.

On December 22, 2017 legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Act”), was enacted. The Act included a one-time tax on accumulated unremitted earnings of the Company's foreign subsidiaries (“Transition Tax”). SEC Staff Accounting Bulletin No. 118 allowed the use of provisional amounts (reasonable estimates) if accounting for the income tax effects of the Act was not completed. Provisional amounts must be adjusted within a one-year measurement period from the enactment date of the Act. In the second quarter of fiscal year 2018, the Company recorded a discrete $236.9 million provisional Transition Tax charge. During the measurement period, the Company gathered additional information and analyzed available guidance to more precisely compute the amount of the Transition Tax. In the second quarter of fiscal year 2019, the Company completed this work and recorded a discrete $22.1 million measurement period adjustment for the Transition Tax, which increased the Company’s effective tax rate for the nine months ended March 30, 2019 by 3.8%. As of the end of the second quarter of fiscal year 2019, the accounting for income tax effects of the Act was completed.

The Company’s federal statutory tax rate is 21%. The Company’s effective tax rate for the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020~~2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by U.S. tax expense ~~related to~~generated by Global Intangible Low-Taxed ~~Income~~Income.

On June 18, 2019, the U.S. Treasury and Internal Revenue Service (“~~GILTI”~~IRS”). released temporary regulations under Internal Revenue Code (“IRC”) Sections 245A and 954(c)(6) (the “Temporary Regulations”), which applied retroactively to intercompany dividends occurring after December 31, 2017. The Temporary Regulations limit the applicability of the foreign personal holding company income (“FPHCI”) look-through exception for certain intercompany dividends received by a controlled foreign corporation. Before application of the retroactive Temporary Regulations, the Company benefited in fiscal years 2018 and 2019 from the FPHCI look-through exception. On August 21, 2020, the U.S. Treasury and IRS released final regulations under IRC Sections 245A and 954(c)(6) (the “Final Regulations”), which generally apply to years ending on or after June 14, 2019. The relevant sections of the Final Regulations are virtually the same as the Temporary Regulations. The Temporary Regulations apply to fiscal year 2018 and the Final Regulations apply to fiscal year 2019 intercompany dividends. The Company does not have any intercompany dividends after fiscal year 2019 that are impacted by relevant sections of the Temporary Regulations or Final Regulations.

The ~~Company’s effective tax rate~~Company previously analyzed therelevant Temporary Regulations and concluded that they were not validly issued, a conclusion which the Company has determined is not altered by issuance of the Final Regulations. The Company has also analyzed the relevant Final Regulations and concluded that they were not validly issued. Therefore, the Company has not accounted for the ~~three months ended March 30, 2019~~ ~~was lower than~~effects of the ~~statutory rate primarily due to earnings~~Temporary Regulations or Final Regulations in its results of ~~foreign subsidiaries, generated by the Company's international~~ operations ~~managed in Ireland, that were taxed at lower rates, partially offset by tax generated by the GILTI provisions, a~~ ~~$4.1 million~~ ~~discrete charge~~ for ~~differences between the Company's~~any fiscal ~~year 2018 tax returns and the tax provision originally recorded, and~~ ~~$5.7 million of discrete interest accruals for unrecognized tax benefits.~~

The Company’s effective tax rate for the nine months ended March 30, 2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by a $21.0 million discrete charge for the Transition Tax, ~~tax generated by the GILTI provisions,~~ ~~$15.1 million of discrete interest accruals for unrecognized tax benefits,~~ ~~and $4.8 million of discrete charges for differences between the Company's fiscal year 2018 tax returns and the tax provision originally recorded.~~

period. The Company ~~engages~~believes it has strong arguments in ~~continuous discussions~~favor of its position and ~~negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible~~ that it has met the ~~balance of gross unrecognized tax benefits, including accrued interest and penalties, could decrease up~~more likely than not recognition threshold that its position will be sustained. The Company intends to ~~$57.0 million within the next twelve months~~vigorously defend its position, however, due to the ~~completion~~uncertainty involved in challenging and litigating the validity of ~~federal tax audits, including any administrative appeals. The $57.0 million primarily relates to matters involving federal taxation~~regulations, there can be no assurance that a court of ~~cross-border transactions.~~

law will rule in favor of the Company. An unfavorable resolution of this issue could have a material adverse impact on the Company's results of operations and financial condition.

The Company’s federal corporate income tax returns are audited on a recurring basis by the ~~Internal Revenue Service (“IRS”). In fiscal year 2017, the IRS commenced an audit of the Company’s federal corporate income tax returns for fiscal years 2012 through 2014, which is ongoing.~~IRS. In fiscal year 2020, the IRS commenced an audit of the ~~Company's~~Company’s federal corporate income tax returns for fiscal years 2015 through 2017, which is ongoing.

NOTE 12: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party or subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to intellectual property matters. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized or reserved, if any.

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees, damages and costs awarded against such parties in certain circumstances in which the Company's products are alleged to infringe third party intellectual property rights, including patents, registered trademarks or copyrights. The terms of the Company's indemnification obligations are generally perpetual from the effective date of the agreement. In certain cases, there are limits on and exceptions to the Company's potential liability for indemnification relating to intellectual property infringement claims.

Pursuant to the Company's charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its current officers, employees and directors, as well as certain former officers and directors.

NOTE 13: COMMON STOCK REPURCHASES

On October 30, 2018, the Board of Directors of the Company authorized the repurchase of up to $1.5 billion of the Company’s common stock. The stock repurchase authorization does not have an expiration date and the pace of repurchase activity will depend on factors such as current stock price, levels of cash generated from operations, cash requirements, and other factors. All prior repurchase authorizations by the Company’s Board of Directors for the repurchase of common stock were cancelled and superseded by this repurchase authorization.

During the ~~nine~~three months ended ~~March 28,~~September 26, 2020, the Company repurchased approximately ~~6.3 million~~149.8 thousand shares of its common stock for ~~$358.5~~$9.2 million. As of ~~March 28,~~September 26, 2020, the Company had remaining authorization of ~~$0.8~~$0.7 billion for future share repurchases. ~~The number of shares~~Pursuant to ~~be repurchased and~~ the ~~timing of such repurchases will be based on several factors, including the price~~terms of the ~~Company’s common stock and general market and business conditions.~~ADI Merger Agreement, the Company suspended its repurchase program on July 13, 2020, the date the Company announced its planned merger with ADI.

NOTE 14: LEASES

The Company's lease obligations consist of operating leases for domestic and international office facilities, data centers, and equipment. These leases expire at various dates through fiscal year 2031. For the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020, the Company recorded operating lease expense of ~~$2.3 million and $7.0 million, respectively.~~$2.4 million.

Leases are included in the following Condensed Consolidated Balance Sheet lines:


	March 28, 2020		September 26, 2020		June 27, 2020
	(in thousands)		(in thousands)
Other assets	$	54,355	$	52,070	$	54,610

Accrued expenses	$	10,233	$	10,673	$	10,445
Other liabilities	$	48,101	$	46,105	$	48,314

Future minimum lease payments under non-cancelable operating leases as of ~~March 28,~~September 26, 2020 are as follows:


	Operating Lease Obligations		Operating Lease Obligations
Fiscal Year	(in thousands)		(in thousands)
Remainder of 2020	$	3,190
2021	11,805
Remainder of 2021			$	9,399
2022	10,693		11,513
2023	9,444		9,622
2024	8,231		8,429
2025			6,777
Thereafter	21,935		17,324
Total	65,298		63,064
Less imputed interest	7,102		6,286
Total	$	58,196	$	56,778

Future minimum lease payments under non-cancelable operating leases as of ~~March 30,~~September 28, 2019~~, based on the previous lease standard,~~ are as follows:

Operating Lease Obligations

Fiscal Year

(in thousands)

Remainder of 2019 $ 2,664
2020 9,544
2021 9,003
2022 8,433
2023 7,262
Thereafter 20,484
Total $ 57,390



	Operating Lease Obligations
Fiscal Year	(in thousands)
Remainder of 2020	$	9,051
2021	11,647
2022	10,665
2023	9,549
2024	8,215
Thereafter	22,064
Total	71,191
Less imputed interest	8,204
Total	$	62,987

Other information related to leases as of ~~March 28,~~September 26, 2020 are as follows:


	Nine Months Ended			Three Months Ended
	March 28, 2020			September 26, 2020			September 28, 2019
Supplemental cash flow information
Supplemental cash flow information:
Operating cash flows used for operating leases, in thousands	$	8,759		$	2,994		$	2,863

Weighted-average remaining lease term - operating leases, in years	7			6			7
Weighted-average discount rate - operating leases	3.43		%	3.28		%	3.45		%

Since most of our operating leases do not provide an implicit interest rate, the Company used a portfolio approach to determine a collateralized incremental borrowing rate based on the information available at the commencement date to determine the lease liability.

NOTE 15: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or more often if events or changes in circumstances indicate that the carrying amount may not be recoverable.

There were no changes to goodwill during the ~~nine~~three months ended ~~March 28,~~September 26, 2020.

No indicators or instances of impairment were identified during the ~~nine~~three months and fiscal year ended ~~March 28,~~September 26, 2020 and June ~~29, 2019,~~27, 2020, respectively.

Intangible Assets

Intangible assets consisted of the following:


	March 28, 2020						June 29, 2019						September 26, 2020						June 27, 2020
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)												(in thousands)
Intellectual property	$	490,136	$	454,890	$	35,246	$	487,346	$	445,558	$	41,788	$	525,196	$	462,780	$	62,416	$	525,196	$	458,418	$	66,778
Customer relationships	116,505		107,916		8,589		116,505		105,901		10,604		118,335		109,321		9,014		118,335		108,603		9,732
Trade name	9,974		9,167		807		9,974		8,914		1,060		11,374		9,393		1,981		11,374		9,265		2,109
Backlog													170		97		73		170		25		145
Patents	2,500		2,500		—		2,500		2,500		—		2,500		2,500		0		2,500		2,500		0
Total amortizable purchased intangible assets	619,115		574,473		44,642		616,325		562,873		53,452		657,575		584,091		73,484		657,575		578,811		78,764
In-process research & development (IPR&D)	—		—		—		2,790		—		2,790		9,195		—		9,195		9,195		—		9,195
Total purchased intangible assets	$	619,115	$	574,473	$	44,642	$	619,115	$	562,873	$	56,242	$	666,770	$	584,091	$	82,679	$	666,770	$	578,811	$	87,959

The following table presents the amortization expense of intangible assets and its presentation in the Condensed Consolidated Statements of Income:


	Three Months Ended				Nine Months Ended				Three Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020		September 28, 2019
	(in thousands)								(in thousands)
Cost of goods sold	$	3,111	$	5,368	$	9,332	$	19,151	$	4,361	$	3,111
Intangible asset amortization	756		756		2,268		2,285		919		756
Total intangible asset amortization expenses	$	3,867	$	6,124	$	11,600	$	21,436	$	5,280	$	3,867

The following table represents the estimated future amortization expense of intangible assets as of ~~March 28,~~September 26, 2020:


	Amount		Amount
Fiscal Year	(in thousands)		(in thousands)
Remainder of 2020	$	3,866
2021	13,767
Remainder of 2021			$	13,999
2022	8,088		13,454
2023	7,604		12,970
2024	4,628		9,995
2025			9,716
Thereafter	6,689		13,350
Total intangible assets	$	44,642	$	73,484

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) disclaims any duty to and undertakes no obligation to update any forward-looking statement, whether as a result of new information relating to existing conditions, future events or otherwise, ~~including~~ the ~~impact~~uncertainties as to the timing of the ~~recent coronavirus (COVID-19) pandemic~~completion of our pending merger with Analog Devices, Inc. and the ~~responses~~ability of each party to ~~it,~~complete the merger, and the effects of the ongoing novel coronavirus ("COVID-19") pandemic, or to release publicly the results of any future revisions it may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, including the impact of the COVID-19 pandemic and the responses to it, except as required by federal securities laws. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that the Company files with or furnishes to the SEC from time to time, such as its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K.

Overview of Business

Maxim Integrated Products, Inc. (“Maxim Integrated” or the “Company” and also referred to as “we,” “our” or “us”) designs, develops, manufactures and markets a broad range of linear and mixed-signal integrated circuits, commonly referred to as analog circuits, for a large number of customers in diverse geographical locations. The analog market is fragmented and characterized by many diverse applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. We are a global company with a wafer manufacturing facility in the U.S., test facilities in the Philippines and Thailand, and sales and circuit design offices around the world. We also utilize third parties for manufacturing and assembly of our products.

~~Impact~~Recent Developments

On July 13, 2020, the Company announced that it had entered into an Agreement and Plan of ~~COVID-19~~Merger, dated July 12, 2020 (as it may be amended from time to time, the “ADI Merger Agreement”) with Analog Devices, Inc., a Massachusetts corporation (“Analog Devices” or "ADI"), and Magneto Corp., a wholly-owned subsidiary of Analog Devices (“Acquisition Sub”), under which, subject to the satisfaction or (to the extent permissible) waiver of the conditions set forth therein, Acquisition Sub will merge with and into the Company, and the Company will survive the merger as a wholly-owned subsidiary of Analog Devices (the “ADI Merger”). Under the terms of the ADI Merger Agreement, at the effective time of the ADI Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Company Common Stock held by Analog Devices or Acquisition Sub) will be converted into the right to receive 0.6300 of a fully paid and non-assessable share of common stock, par value $0.16 2/3 per share, of Analog Devices (with cash being paid (without interest and less applicable withholding taxes) in lieu of any fraction of a share of Analog Devices common stock). Analog Devices shareholders will continue to own their existing Analog Devices shares, and the combined company will be named Analog Devices.

The ~~recent coronavirus (COVID-19) pandemic~~ADI Merger has been approved by both the Company’s Board of Directors and the ~~mitigation efforts by governments to attempt to control its spread are impacting and will likely continue to impact our operations, customers, and suppliers for an indefinite period~~Board of ~~time. While we have implemented safeguards and procedures to counter the impact~~Directors of Analog Devices. The completion of the ~~COVID-19 pandemic,~~ADI Merger is subject to customary closing conditions, including, among others, the ~~full extent to which~~required approvals of Maxim Integrated’s stockholders, the ~~COVID-19 pandemic has and will directly or indirectly impact us, including our business, financial condition, and results~~approval of ~~operations, will depend on future developments that are highly uncertain and cannot be accurately predicted, including the further mitigation efforts taken to contain it or treat its impact~~ADI’s shareholders and the ~~economic impact~~receipt of various regulatory approvals. Subject to the satisfaction or (to the extent permissible) waiver of such conditions, the transaction is expected to close in the summer of 2021. The Company cannot guarantee that the ADI Merger will be completed on local, regional, national and international markets. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state,a timely basis or ~~local authorities~~at all or that, ~~we determine are~~if completed, it will be completed on the terms set forth in the ~~best interests~~ADI Merger Agreement.

As of ~~our employees, customers, suppliers,~~October 8, 2020, stockholder approval for the ADI Merger has been obtained from Maxim Integrated's stockholders and ~~stockholders.~~ADI's shareholders. In addition, the proposed transaction has received antitrust clearance from the United States Federal Trade Commission.

The Linear and Mixed-Signal Analog Integrated Circuit Market

All electronic signals generally fall into one of two categories, linear or digital. Linear (or analog) signals represent real world phenomena, such as temperature, pressure, sound or speed, and are continuously variable over a wide range of values. Digital signals represent the “ones” and “zeros” of binary arithmetic and are either on or off.

Three general classes of semiconductor products arise from this distinction between linear and digital signals:

digital devices, such as memories and microprocessors that operate primarily in the digital domain;

linear devices, such as amplifiers, references, analog multiplexers and switches that operate primarily in the analog domain; and

mixed-signal devices such as data converter devices that combine linear and digital functions on the same integrated circuit and interface between the analog and digital domains.

Our strategy has been to target both the linear and mixed-signal markets, often collectively referred to as the analog market. However, some of our products are exclusively or principally digital. While our focus continues to be on the linear and mixed-signal market, our capabilities in the digital domain enable development of new mixed-signal and other products with highly sophisticated digital characteristics.

At the beginning of fiscal year 2020, we combined our Computing Major End-Market category with our Communications and Data Center Major End-Market category. Our former Computing Major End-Market category focused on Desktop Computers, Notebook Computers, and Peripherals and Other Computer markets.

Our linear and mixed-signal products now serve four major end-markets: (i) Automotive, (ii) Communications and Data Center, (iii) Consumer and (iv) Industrial. These major end-markets and their corresponding markets are noted in the table below:



MAJOR END-MARKET		MARKET

AUTOMOTIVE		Infotainment
		Powertrain
		Body Electronics
		Safety ~~and~~& Security

COMMUNICATIONS & DATA CENTER		Base Stations
		Data Center
		Data Storage
		Desktop Computers
		Network & Datacom
		Notebook Computers
		Peripherals & Other Computer
		Server
		Telecom
		Other Communications

CONSUMER		Smartphones
		Digital Cameras
		Handheld Computers
		Home Entertainment & Appliances
		Wearables
		Other Consumer

INDUSTRIAL		Automatic Test Equipment
		Control & Automation
		Electrical Instrumentation
		Financial Terminals
		Medical
		Security
		USB Extension
		Other Industrial

CRITICAL ACCOUNTING POLICIES

The methods, estimates, and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical

accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include ~~revenue recognition, which impacts the recording of net revenues;~~ valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible assets;inventories; accounting for income ~~taxes, which impacts the income tax provision;~~taxes; and assessment of litigation and ~~contingencies, which impacts charges recorded in cost of goods~~

~~sold, selling, general and administrative expenses and income taxes.~~contingencies. These policies and the estimates and judgments involved are discussed further in the Management’s Discussion and Analysis of Financial Condition in our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period.

Except for the accounting policies and estimates outlined under Part I, Item 1. Financial Statements - Note 2, there have been no material changes during the ~~nine~~three months ended ~~March 28,~~September 26, 2020 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

~~RESULTS OF OPERATIONS~~

Impact of COVID-19 on Our Business

The ongoing COVID-19 pandemic has impacted and will continue to impact the Company’s operations, employees, customers, and suppliers, due to shelter-in-place orders, mandated quarantines, reduced facility operations, and travel bans and restrictions. While the operating results for the ~~fourth~~second quarter of fiscal year ~~2020~~2021 and thereafter may be impacted by COVID-19, the extent and form of such impact to our business is uncertain and cannot be estimated with any degree of certainty.

Employee Health and Safety

During the ~~last month~~third and fourth quarters of fiscal year 2020 and the first quarter of fiscal ~~quarter,~~year 2021, the Company's facilities and offices were either operating at reduced capacity or temporarily closed for non-essential operations. In an effort to protect the health and safety of our employees, we implemented safety measures such as work-from-home practices, travel restrictions, extensive cleaning protocols, and social distancing when engaging in essential activities.

Focus on Customers

We continue to work with our sales, supplier, and customer design and engineering teams to meet current demand. Teams meet remotely, through telephonic or video conferences and by leveraging available technology, to continue the design and engineering process that would normally take place at physical customer locations.

Manufacturing and Operations

We will continue to actively monitor this ~~rapidly-evolving~~evolving situation and ~~are working~~implement changes to ~~adopt and implement government-placed orders, in~~protect employee health. In addition to our ~~own~~ actions, we will continue to implement government-placed orders in all our locations. While ~~supply chain~~COVID-19 related disruptions ~~outside of our operations~~ have impacted ~~the way~~our manufacturing operations, we ~~conduct business, we continuously implement alternative procedures~~continue to ~~counter~~leverage our manufacturing flexibility to reduce the negative effects of such disruptions.

Please refer certain risk factors included in Item 1A in our Annual Report on Form 10-K for the fiscal year ended June 27, 2020 for discussions of the risks to our business from COVID-19.

RESULTS OF OPERATIONS

The following table sets forth certain Condensed Consolidated Statements of Income data expressed as a percentage of net revenues for the periods indicated:


	Three Months Ended				Nine Months Ended				Three Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020		September 28, 2019

Net revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	34.8	%	37.2	%	35.0	%	34.9	%	32.7	%	35.6	%
Gross margin	65.2	%	62.8	%	65.0	%	65.1	%	67.3	%	64.4	%
Operating expenses:
Research and development	19.4	%	19.7	%	20.0	%	18.8	%	18.6	%	20.4	%
Selling, general and administrative	12.7	%	13.7	%	13.6	%	13.3	%	13.4	%	14.3	%
Intangible asset amortization	0.1	%	0.1	%	0.1	%	0.1	%	0.1	%	0.1	%
Impairment of long-lived assets	—	%	—	%	—	%	—	%
Severance and restructuring expenses	0.1	%	0.3	%	0.3	%	0.2	%	1.4	%	0.3	%
Other operating expenses (income), net	0.2	%	—	%	0.1	%	—	%	1.2	%	—	%
Total operating expenses	32.6	%	33.9	%	34.1	%	32.5	%	34.8	%	35.1	%
Operating income	32.6	%	29.0	%	30.9	%	32.6	%	32.5	%	29.3	%
Interest and other income (expense), net	(0.3	)%	0.6	%	—	%	0.2	%	(1.1	)%	0.3	%
Income before provision for income taxes	32.3	%	29.6	%	30.9	%	32.8	%	31.4	%	29.6	%
Income tax provision (benefit)	3.7	%	5.5	%	3.7	%	6.6	%	4.0	%	3.3	%
Net income	28.7	%	24.1	%	27.2	%	26.2	%	27.4	%	26.3	%

The following table shows stock-based compensation included in the components of the Condensed Consolidated Statements of Income reported above as a percentage of net revenues for the periods indicated:


	Three Months Ended				Nine Months Ended				Three Months Ended
	March 28, 2020		March 30, 2019		March 28, 2020		March 30, 2019		September 26, 2020		September 28, 2019
Cost of goods sold	0.6	%	0.5	%	0.5	%	0.4	%	0.8	%	0.6	%
Research and development	2.0	%	2.0	%	2.0	%	1.7	%	2.3	%	2.0	%
Selling, general and administrative	1.6	%	1.7	%	1.8	%	1.5	%	2.7	%	2.0	%
	4.2	%	4.2	%	4.3	%	3.6	%	5.8	%	4.6	%

Net Revenues

Net revenues were ~~$561.9~~$619.4 million and ~~$542.4~~$533.0 million for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively.

Revenue from communications and data center products was up by ~~26%~~37% driven by an increased demand for base station and data center products. Revenue from ~~consumer~~industrial products was ~~down~~up by 18% primarily due to ~~lower~~higher demand ~~in smartphone products. These results include net revenues~~ for ~~the three months ended March 30, 2019 that align with our revised end-market categories.~~

~~Net revenues were $1.6 billion~~medical and ~~$1.8 billion for the nine months ended March 28, 2020 and March 30, 2019, respectively. Revenue from consumer products was down by 20% primarily due to lower demand in smartphone~~automatic test equipment products. Revenue from ~~industrial~~automotive products ~~was down~~increased by ~~7% primarily~~13% mainly due to ~~lower~~increased demand ~~in control~~for powertrain and ~~automation,~~safety and ~~medical~~security products. ~~These results include net revenues for the nine months ended March 30, 2019 that align with our revised end-market categories.~~

During each of the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, approximately ~~89%~~90% of net revenues were derived from customers outside of the United States. While less than ~~1.0%~~2% of our sales are denominated in currencies other than U.S. dollars, we enter into foreign currency forward contracts to mitigate our risks on firm commitments and net monetary assets denominated in foreign currencies. The impact of changes in foreign exchange rates on our revenue and results of operations for the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019 was immaterial.

Gross Margin

Our gross margin percentages were ~~65.2%~~67.3% and ~~62.8%~~64.4% for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively. Our gross margin increased by ~~2.4~~2.9 percentage points, primarily due to ~~lower inventory reserve requirements.~~

~~Our gross margin percentages were 65.0%~~increased factory utilization and ~~65.1% for the nine months ended March 28, 2020 and March 30, 2019, respectively. Our gross margin decreased by 0.1 percentage point, remaining flat compared to the same period last year.~~higher revenues.

Research and Development

Research and development expenses were ~~$109.1~~$115.5 million and ~~$107.1~~$109.0 million for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively, which represented ~~19.4%~~18.6% and ~~19.7%~~20.4% of net revenues for each respective period. The ~~$2.0~~$6.5 million increase was primarily due to higher ~~employee~~salaries and related personnel costs, including increased stock-based compensation ~~expense.~~

~~Research and development expenses were $330.0 million and $330.1 million~~ for ~~the nine months ended March 28, 2020 and March 30, 2019, respectively, which represented 20.0% and 18.8%~~acceleration of ~~net revenues~~certain RSAs for ~~each respective period. Research and development expenses remained flat compared to the same period last year.~~tax withholding purposes.

Selling, General and Administrative

Selling, general and administrative expenses were ~~$71.6~~$83.0 million and ~~$74.1~~$76.1 million for the three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively, which represented ~~12.7%~~13.4% and ~~13.7%~~14.3% of net revenues for each respective period. The ~~$2.5~~$6.9 million ~~decrease~~increase was mainly due to higher salaries and related personnel costs, including increased stock-based compensation for acceleration of certain RSAs for tax withholding purposes. This was partially offset by lower depreciation ~~expenses.~~expense.

~~Selling, general~~Severance and ~~administrative~~restructuring

Severance and restructuring expenses were ~~$223.8~~$8.8 million and ~~$233.5~~$1.4 million for the ~~nine~~three months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019, respectively, which represented ~~13.6%~~1.4% and ~~13.3%~~0.3% of net revenues for each respective period. The ~~$9.7~~$7.4 million ~~decrease~~increase was due to ~~lower depreciation,~~increased restructuring activities which, as a result of the pending ADI merger, now include change in control related benefits.

Other operating expense (income), net

Other operating expense (income), net were $7.4 million and less than $0.1 million for the three months ended September 26, 2020 and September 28, 2019, respectively, which represented 1.2% and less than 0.1% of net revenues for each respective period. The $7.3 million increase was primarily due to expenses related to the pending ADI merger such legal and professional ~~fees, and travel expenses.~~services.

Provision for Income Taxes

In the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020, the Company~~2019, we recorded an income tax provision of ~~$20.5~~$24.9 million and ~~$61.2~~$17.7 million, ~~respectively, compared to $29.8 million and $116.8 million for the three and nine months ended March 30, 2019,~~ respectively. ~~The Company’s~~Our effective tax rate for the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020~~2019 was ~~11.3%~~12.8% and ~~12.0%~~11.2%, ~~respectively, compared to 18.6% and 20.3% for the three and nine months ended March 30, 2019,~~ respectively.

~~The Company’s~~Our federal statutory tax rate is 21%. The ~~Company’s~~ effective tax rate for the three ~~and nine~~ months ended ~~March~~September 26, 2020 and September 28, ~~2020~~2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by U.S. tax expense ~~related to~~generated by Global Intangible Low-Taxed ~~Income (“GILTI”).~~

The Company’s effective tax rate for the three months ended March 30, 2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by tax generated by the GILTI provisions, a $4.1 million discrete charge for differences between the Company's fiscal year 2018 tax returns and the tax provision originally recorded, and $5.7 million of discrete interest accruals for unrecognized tax benefits.

The Company’s effective tax rate for the nine months ended March 30, 2019 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by $21.0 million of discrete charges for the Transition Tax, tax generated by the GILTI provisions, $15.1 million of discrete interest accruals for unrecognized tax benefits, and $4.8 million of discrete charges for differences between the Company's fiscal year 2018 tax returns and the tax provision originally recorded.Income.

BACKLOG

As of ~~March 28,~~September 26, 2020 and June ~~29, 2019,~~27, 2020, our current quarter backlog was approximately ~~$508.5~~$493.0 million and ~~$391.3~~$496.4 million, respectively. InOur current quarter backlog ~~we include orders with~~includes customer request dates to be filled within the next three months. As is customary in the semiconductor industry, these orders may be canceled in most cases without penalty to customers. Accordingly, we believe that our backlog is not a reliable measure offor predicting future revenues. All backlog ~~numbers~~amounts have been adjusted for estimated future distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:


	Nine Months Ended						Three Months Ended
	March 28, 2020			March 30, 2019			September 26, 2020			September 28, 2019
	(in thousands)						(in thousands)
Net cash provided by (used in) operating activities	$	588,526		$	638,373		$	162,511		$	141,270
Net cash provided by (used in) investing activities	42,386			785,387			5,642			22,814
Net cash provided by (used in) financing activities	(749,587		)	(1,312,681		)	(151,734		)	(226,235		)
Net increase (decrease) in cash and cash equivalents	$	(118,675	)	$	111,079		$	16,419		$	(62,151	)

Operating activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities.

Cash provided by operating activities ~~decreased~~increased by ~~$49.8~~$21.2 million for the ~~nine~~three months ended ~~March 28,~~September 26, 2020 compared with the ~~nine~~three months ended ~~March 30,~~September 28, 2019 primarily due ~~mainly~~ to ~~lower~~higher net income, ~~and~~partially offset by changes in working capital. ~~Changes in working capital were driven by a decrease in income tax payable and an increase in accounts receivable, partially offset by a decrease in inventory and an increase in accrued expenses.~~

Investing activities

Investing cash flows consist primarily of net investment purchases and maturities, and capital expenditures.

Cash provided by investing activities decreased by ~~$743.0~~$17.2 million for the ~~nine~~three months ended ~~March 28,~~September 26, 2020 compared with the ~~nine~~three months ended ~~March 30,~~September 28, 2019. The decrease was due to lower proceeds from maturity of available-for-sale securities partially offset by lower purchases of ~~available-for-sale securities.~~property, plant and equipment.

Financing activities

Financing cash flows consist primarily of payment of debt, dividends to stockholders, and repurchases of common stock.

Cash used in financing activities decreased by ~~$563.1~~$74.5 million for the ~~nine~~three months ended ~~March 28,~~September 26, 2020 compared with the ~~nine~~three months ended ~~March 30,~~September 28, 2019. The decrease was primarily due to ~~a $500.0 million debt repayment we made in November 2018 and~~ lower repurchases of common stock.

Liquidity and Capital Resources

Our primary source of liquidity is our cash flows from operating activities resulting from net income and management of working capital.

As of ~~March 28,~~September 26, 2020, our available funds consisted of ~~$1.7~~$1.6 billion in cash, cash equivalents and short-term investments.

On October 30, 2018, we were authorized to repurchase up to $1.5 billion of the Company's common stock. During the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020, we repurchased an aggregate of ~~$157.0 million and $358.5~~$9.2 million of the Company's common ~~stock, respectively.~~stock. Pursuant to the terms of the ADI Merger Agreement, the Company suspended its repurchase program on July 13, 2020, the date we announced our planned merger with ADI.

During the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020, we paid cash dividends of $0.48 ~~and $1.44~~ per common share totaling ~~$129.1 million and $389.1 million, respectively.~~$128.1 million. The Company will neither declare nor pay a dividend in any of the next succeeding three fiscal quarters, as provided in the ADI Merger Agreement.

We anticipate that the available funds and cash generated from operations will be sufficient to meet cash and working capital requirements, including the anticipated level of capital expenditures, debt repayments and dividend payments for at least the next twelve months.

Off-Balance-Sheet Arrangements

As of ~~March 28,~~September 26, 2020, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risk has not changed materially from the interest rate and foreign currency risks disclosed in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~27, 2020.

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the three ~~and nine~~ months ended ~~March 28,~~September 26, 2020 and ~~March 30,~~September 28, 2019 was not material.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of ~~March 28,~~September 26, 2020. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of ~~March 28,~~September 26, 2020. The purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~March 28,~~September 26, 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Due to the COVID-19 pandemic, most of the Company’s employees are working remotely, and the Company is striving to minimize the impact of this on the design and effectiveness of the Company’s internal control over financial reporting. The Company is continually monitoring and assessing its internal control over financial reporting and has not experienced any material impact to its internal control over financial reporting due to the COVID-19 pandemic.

Inherent Limitations on the Effectiveness of Internal Controls

A system of internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP, and no control system, no matter

how well designed and operated, can provide absolute assurance. The design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The information set forth above under Part I, Item 1, Note 12 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A: RISK FACTORS

~~The following risk factor~~A description of risks associated with our business, financial condition and results of our operations is ~~provided to update the risk factors previously disclosed under the heading “Risk Factors”~~set forth in ~~the Company’s~~Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June ~~29, 2019.~~

~~The recent coronavirus (COVID-19) pandemic and~~the mitigation efforts by governments to attempt to control its spread have negatively impacted and could have a material adverse effect on our business, financial condition, and results of operations.

As a result of the recent coronavirus (COVID-19) pandemic, governmental authorities have implemented and are continuing to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, limits on gatherings, shelter-in-place orders, quarantines, and business limitations and shutdowns. The COVID-19 pandemic and resulting mitigation efforts have impacted and will likely continue to impact our business, results of operations, and financial condition for an indefinite period of time. While we are unable to accurately predict the full extent to which the COVID-19 pandemicand the mitigation efforts by governments to attempt to control its spread will have on our results from operations and financial condition due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of our customers and suppliers for an indefinite period of time.

We operate our business in worldwide locations. The potential risks and effects of this pandemic and economic crisis, including potential global or regional recessions or depressions, that could have a material adverse effect on our business, financial condition, and results of operations include, but not limited to:

~~Adverse impact on our customers and supply channels;~~

~~Decrease in product demand and pricing as a result of this pandemic and unfavorable economic and market conditions;~~

~~Disruption in our global operations, including our internal and compliance processes;~~

~~Restrictions on our manufacturing, support operations or workforce, or similar limitations for our customers, vendors, and suppliers, could limit our ability to meet customer demand;~~

~~Potential increased credit risk if customers, distributors, and resellers are unable to pay us, or must delay paying their obligations to us;~~

~~Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures could result in delays; and~~

~~Impact on our workforce/employees due to the ease with which the virus spreads and the current shelter-in-place orders.~~

The COVID-19 pandemic, and the various responses to it, may also have the effect of heightening many of the other risks disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019,27, 2020, which is incorporated herein by reference.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 30, 2018, the Board of Directors of the Company authorized the repurchase of up to $1.5 billion of the Company’s common stock. This stock repurchase authorization does not have an expiration date and the pace of repurchase activity will depend on factors such as current stock price, levels of cash generated from operations, cash requirements, and other factors. The Company’s prior repurchase authorization was cancelled and superseded by this new repurchase authorization.

The following table summarizes the activity related to stock repurchases for the three months ended ~~March 28,~~September 26, 2020:

Issuer Repurchases of Equity Securities
(in thousands, except per share amounts)
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Dec 29, 2019 - Jan 25, 2020 499
$ 61.68
499
$ 882,689
Jan 26, 2020 - Feb 22, 2020 714
62.82
714
837,842
Feb 23, 2020 - Mar 28, 2020 1,599
50.90
1,599
756,470
Total for the quarter 2,812
$ 55.84
2,812
$ 756,470



	Issuer Repurchases of Equity Securities
	(in thousands, except per share amounts)
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Jun 28, 2020 - Sep 26, 2020	150	$	61.41	150	$	664,970
Total for the quarter	150	$	61.41	150	$	664,970

In the three months ended ~~March 28,~~September 26, 2020, the Company repurchased approximately ~~2.8 million~~149.8 thousand shares of its common stock for approximately ~~$157.0~~$9.2 million. As of ~~March 28,~~September 26, 2020, the Company had remaining authorization of ~~$0.8~~$0.7 billion for future share repurchases. ~~The number of shares~~Pursuant to ~~be repurchased and~~ the ~~timing of such repurchases will be based on several factors, including the price~~terms of the ~~Company’s common stock and general market and business conditions.~~ADI Merger Agreement, the Company suspended its repurchase program on July 13, 2020, the date we announced our planned merger with ADI.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

(a) Exhibits



10.5 (A)	Form of Global Restricted Stock Agreement
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act (1)⁽¹⁾
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act (1)⁽¹⁾
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (1)⁽¹⁾
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (1)⁽¹⁾
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾
101.SCH	Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾



(A) Management contract or compensatory plan or arrangement.
(1) Filed or furnished herewith.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

SIGNATURE

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.



~~April 29,~~October 28, 2020		MAXIM INTEGRATED PRODUCTS, INC.

		By:/s/ Brian C. White
		Brian C. White
		Senior Vice President, Chief Financial Officer

3634



	Three Months Ended March 30, 2019
	Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, December 29, 2018	274,326		$	279	$	—		$	1,766,471		$	(11,336	)	$	1,755,414
Net income	—		—		—			130,613			—			130,613
Other comprehensive income (loss), net	—		—		—			—			866			866
Repurchase of common stock	(2,210	)	—		(18,411		)	(98,580		)	—			(116,991		)
Net issuance of restricted stock units	402		—		(9,582		)	—			—			(9,582		)
Stock options exercised	177		—		5,143			—			—			5,143
Stock-based compensation	—		—		22,850			—			—			22,850
Dividends paid, $0.46 per common share	—		—		—			(125,566		)	—			(125,566		)
Balance, March 30, 2019	272,695		$	279	$	—		$	1,672,938		$	(10,470	)	$	1,662,747



	Nine Months Ended March 30, 2019
	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares			Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, June 30, 2018	278,664			$	279	$	—		$	1,945,646		$	(14,985	)	$	1,930,940
Net income	—			—		—			459,928			—			459,928
Other comprehensive income (loss), net	—			—		—			—			4,515			4,515
Repurchase of common stock	(8,032	)		—		(82,155		)	(354,892		)	—			(437,047		)
Cumulative-effect adjustment for adoption of ASU 2016-01	—		—	—		—			2,487			—			2,487
Net issuance of restricted stock units	980			—		(23,026		)	—			—			(23,026		)
Stock options exercised	699			—		18,986			—			—			18,986
Stock-based compensation	—			—		65,035			—			—			65,035
Modification of liability to equity instruments ⁽¹⁾	—			—		3,471			—			—			3,471
Common stock issued under Employee Stock Purchase Plan	384			—		17,689			—			—			17,689
Dividends paid, $1.38 per common share	—			—		—			(380,231		)	—			(380,231		)
Balance, March 30, 2019	272,695			$	279	$	—		$	1,672,938		$	(10,470	)	$	1,662,747