MAXIM INTEGRATED PRODUCTS INC (Form: 10-K, Received: 08/18/2015 06:04:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



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

For the Fiscal Year Ended June 27, 2015



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

Commission File Number 001-34192

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 Identification No.)

160 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (408) 601-1000

Securities registered pursuant to Section 12(b) of the Act:



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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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



Large Accelerated Filer ý	Accelerated Filer o	Non-accelerated Filer o (Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The aggregate market value of the voting stock held by non-affiliates of the Registrant based upon the closing price of the common stock on December 27, 2014 as reported by The NASDAQ Global Select Market was $5,863,648,233 . Shares of voting stock held by executive officers, directors and holders of more than 5% of the outstanding voting stock have been excluded from this calculation because such persons may be deemed to be affiliates. Exclusion of such shares should not be construed to indicate that any of such persons possesses the power, direct or indirect, to control the Registrant, or that any such person is controlled by or under common control with the Registrant.

Number of shares outstanding of the Registrant's Common Stock, $.001 par value, as of August 7, 2015 : 284,355,689 .

Documents Incorporated By Reference:


(1)	Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the Proxy Statement for Maxim Integrated Products, Inc.'s 2015 Annual Meeting of Stockholders, to be filed subsequently.

MAXIM INTEGRATED PRODUCTS

INDEX



	Forward-Looking Statements	3
	Part I	4
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
	Part II	19
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	21
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 9A.	Controls and Procedures	35
Item 9B.	Other Information	37
	Part III	37
Item 10.	Directors, Executive Officers, and Corporate Governance	37
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accountant Fees and Services	38
	Part IV	38
Item 15.	Exhibits and Financial Statement Schedules	38
Signatures		83

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly in Part I, Item 1A - Risk Factors and in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. These statements relate to, among other things, sales, gross margins, operating expenses, capital expenditures and requirements, liquidity, asset dispositions, product development and R&D efforts, manufacturing plans, pending litigation, effective tax rates, and tax reserves for uncertain tax positions, and are indicated by words or phrases such as “anticipate,” “expect,” “outlook,” “foresee,” “forecast,” “believe,” “should,” “could,” “intend,” “will,” “may,” “might,” “plan,” “seek,” “project,” and variations of such words and similar words or expressions. These statements involve risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. For a discussion of some of the factors that could cause actual results to differ materially from our forward-looking statements, see the discussion on “Risk Factors” that appears in Part I, Item 1A of this Annual Report and other risks and uncertainties detailed in this and our other reports and filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so except as required by applicable laws.

PART I

ITEM 1. BUSINESS

Overview

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 diverse applications, numerous product variations and, with respect to many circuit types, relatively long product life cycles. Our objective is to develop and market both proprietary and industry-standard analog integrated circuits that meet the increasingly stringent quality and performance standards demanded by customers.

We are a Delaware corporation originally incorporated in California in 1983. The mailing address for our headquarters is 160 Rio Robles, San Jose, California 95134, and our telephone number is (408) 601-1000. Additional information about us is available on our website at www.maximintegrated.com. The contents of our website are not incorporated into this Annual Report.

We have 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 2015, 2014 and 2013 were each 52-week fiscal years.

We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to those reports or statements filed or furnished pursuant to the Exchange Act, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. We also use our Investor Relations website at www.maximintegrated.com/company/investor as a routine channel for distribution of other important information, such as news releases, analyst presentations and financial information. We assume no obligation to update or revise any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, unless we are required to do so by applicable laws. A copy of this Annual Report is available without charge and can be accessed at our website at www.maximintegrated.com/company/investor.

The 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.

We operate in one reportable segment - the design, development, marketing and manufacturing of a broad range of linear and mixed signal integrated circuits.

Our linear and mixed signal products serve five major end-markets, Automotive, Communications and Data Center, Computing, Consumer, and Industrial. These major end-markets and their corresponding market are noted in the table below:



MAJOR END-MARKET	MARKET

AUTOMOTIVE	Automotive

COMMUNICATIONS & DATA CENTER	Basestations
COMMUNICATIONS & DATA CENTER	Data Storage
	Network & Datacom
	Servers
	Telecom
	Other Communications

COMPUTING	Desktop Computers
	Notebook Computers
	Peripherals & Other Computer

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

INDUSTRIAL	Automatic Test Equipment
	Control & Automation
	Electronic Instrumentation
	Financial Terminals
	Medical
	Military & Aerospace
	Security
	Utility & Other Meters
	Other Industrial

Product Quality

Based on industry standard requirements, we conduct reliability stress testing on the products we manufacture and sell. Through this testing, we can detect and accelerate the presence of defects that may arise over the life of a product. We employ a system addressing quality and reliability of our products from initial design through wafer fabrication, assembly, testing and final shipment. We have received ISO 9001/2, TS 16949 and ISO 14001 certifications for all wafer fabrication, assembly, final test and shipping facilities.

Manufacturing

We utilize our own wafer fabrication facilities as well as third party foundries for the production of our wafers. The broad range of products demanded by the analog integrated circuit market requires multiple manufacturing process technologies. As a result, many different process technologies are currently used for wafer fabrication of our products. Historically, wafer fabrication of analog integrated circuits has not required state-of-the-art processing equipment, although newer processes do utilize and require such state-of-the-art facilities and equipment. In addition, hybrid and module products are manufactured using a complex multi-chip technology featuring thin-film, laser-trimmed resistors and other active or passive components. The majority of processed wafers are subject to parametric and functional testing at either our facilities or third party vendors.

During fiscal years 2015 , 2014 and 2013 , a majority of our own wafer production occurred at one of our three owned wafer fabrication facilities at Beaverton, Oregon, San Jose, California and San Antonio, Texas. During 2015, we concluded that maintaining operations in our San Jose, California wafer fabrication facility were no longer economically feasible. We anticipate the closure of the site to occur in our fiscal 2016 with related capacity and manufacturing requirements being transferred to our other existing manufacturing locations or to our third party service providers.

In fiscal year 2007, we entered into a supply agreement with Seiko Epson Corporation (“Epson”). In fiscal year 2010, we entered into a supply agreement with Powerchip Technology Corporation (“Powerchip”) and Maxchip Electronics Corp. (“Maxchip”) to

provide 300mm and 200mm wafer capacity, respectively. Under these agreements, partner foundries (Epson, Powerchip and Maxchip) have manufactured some of the wafers required for our mixed-signal semiconductor products. These products are manufactured under rights and licenses using our proprietary technology at Epson's fabrication facility located in Sakata, Japan and at Powerchip and Maxchip's fabrication facilities in Hsinchu, Taiwan. In fiscal years 2015 , 2014 and 2013 , the products manufactured by our partner foundries, in addition to wafers manufactured at certain merchant foundries such as Taiwan Semiconductor Company Limited, represented 48% , 50% and 53% , respectively, of our total wafer production.

Once wafer manufacturing has been completed, wafers are sorted in order to determine which integrated circuits on each wafer are functional and which are defective. We currently perform the majority of wafer sorting, final testing and shipping activities at two facilities, located in Cavite, the Philippines and Chonburi Province, Thailand, although we also utilize independent subcontractors for some wafer sorting.

Where required, our wafer bump manufacturing facility located in Dallas, Texas is used to process wafers for products that utilize chip scale packaging (“CSP”) also known as wafer level packaging (“WLP”). CSP or WLP enables integrated circuits to be attached directly to a printed circuit board without the use of a traditional plastic package. In addition, we utilize independent subcontractors to perform wafer bump manufacturing to the extent we do not have the internal capacity or capabilities to perform such services. With the introduction of 300mm wafers into our manufacturing network, we have enabled subcontractors located in Taiwan to perform wafer bumping and testing of these wafers.

Integrated circuit assembly is performed by foreign assembly subcontractors, located in China, Japan, Malaysia, the Philippines, Taiwan, Thailand, Singapore and South Korea, where wafers are separated into individual integrated circuits and assembled into a variety of packages.

After assembly has been completed, the majority of the assembled product is shipped back to our facilities located in Cavite, the Philippines or Chonburi Province, Thailand, where the packaged integrated circuits undergo final testing and preparation for customer shipment. In addition, we utilize independent subcontractors to perform final testing.

We currently perform substantially all of our module assembly operations in our facility in Batangas, the Philippines. Our Philippines facility also performs wafer singulation and tape-and-reel of bumped (CSP or WLP) wafers. During 2015, we concluded that we would close down our operations in Batangas and move the activities discussed in the preceding sentence to our operations in Cavite, the Philippines. This movement, which we expect to occur in our fiscal 2016, will provide for improved efficiency and manufacturing time requirements as all activities will be performed in one consolidated location.

The majority of our finished products ship directly from either Cavite, the Philippines or Chonburi Province, Thailand to customers worldwide or to other Company locations for sale to end-customers or distributors.

Customers, Sales and Marketing

We market our products worldwide through a direct-sales and applications organization and through our own and other unaffiliated distribution channels to a broad range of customers in diverse industries. Our products typically require a sophisticated technical sales and marketing effort. Our sales organization is divided into domestic and international regions. Distributors and direct customers generally buy on an individual purchase order basis, rather than pursuant to long-term agreements.

Certain distributors have agreements with us which allow for certain sales price rebates or price protection on certain inventory if we lower the price of those products. Certain distributor agreements also generally permit distributors to exchange a portion of certain purchases on a periodic basis. As is customary in the semiconductor industry, our distributors may also market other products that compete with our products.

Sales to certain international distributors are made under agreements which permit limited stock return privileges but not sales price rebates or price protection. The agreements generally permit distributors to exchange a portion of their purchases on a periodic basis. See “Critical Accounting Policies” in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report, which contains information regarding our revenue recognition policy.

We derived approximately 36% of our fiscal year 2015 revenue from sales made through distributors which includes distribution sales to Samsung and catalog distributors. Our primary distributor is Avnet Electronics which accounted for 19% , 17% and 14% of our revenues in fiscal years 2015 , 2014 and 2013 , respectively. Avnet, like our other distributors, is not an end customer, but rather serves as a channel of sale to many end users of our products. Sales to Samsung, our largest single end customer (through direct sales and distributors), accounted for approximately 15% , 20% and 28% of net revenues in fiscal years 2015 , 2014 and

2013 , respectively. No single customer (other than Avnet and Samsung) nor single product accounted for more than 10% of net revenues in fiscal years 2015 , 2014 and 2013 . Based on customers’ ship-to locations, international sales accounted for approximately 88% , 87% and 88% of our net revenues in fiscal years 2015 , 2014 and 2013 , respectively. See Note 12: “Segment Information” in the Notes to Consolidated Financial Statements in Part IV, Item 15 of this Annual Report.

Seasonality

Our revenue is generally influenced on a quarter to quarter basis by customer demand patterns and new product introductions. A large number of our products have been incorporated into consumer electronic products, which are subject to significant seasonality and fluctuations in demand.

Foreign Operations

We conduct business in numerous countries outside of the United States (“U.S.”). Our international business is subject to numerous risks, including fluctuations in foreign currency exchange rates and controls, import and export controls, and other laws, policies and regulations of foreign governments. Refer to our discussion of risks related to our foreign operations as included in Item 1A, Risk Factors and our discussion of foreign income included in Item 7 under “Results of Operations” and Note 17 to the Consolidated Financial Statements included in this Annual Report.

Backlog

At June 27, 2015 and June 28, 2014 , our current quarter backlog was approximately $366 million and $377 million , respectively. Our current quarter backlog 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. In addition, backlog includes orders from certain domestic distributors for which revenues are not recognized until the products are sold by the distributors. Accordingly, we believe that our backlog is not a reliable measure of future revenues. All backlog numbers have been adjusted for estimated future U.S. distribution ship and debit pricing adjustments.

Research and Development

We believe that research and development is critical to our future success. Objectives for the research and development function include:


•	new product definition and development of differentiated products;


•	design of products with performance differentiation that achieve high manufacturing yield and reliability;


•	development of, and access to, manufacturing processes and advanced packaging;


•	development of hardware and software to support the acceptance and design-in of our products in the end customer's system; and


•	development of high-integration products across multiple end markets.

Our research and development plans require engineering talent and tools for product definition, electronic design automation (“EDA”), circuit design, process technologies, test development, test technology, packaging development, software development and applications support. Research and development expenses were $521.8 million , $558.2 million and $534.8 million in fiscal years 2015 , 2014 and 2013 , respectively. See “Research and Development” under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, for more information.

Competition

The mixed signal analog integrated circuit industry is intensely competitive, and virtually all major semiconductor companies presently compete with, or conceivably could compete with, some portion of our business.

We believe the principal elements of competition include:


•	technical innovation;


•	service and support;


•	time to market;


•	differentiated product performance and features;


•	quality and reliability;


•	product pricing and delivery capabilities;


•	customized design and applications;


•	business relationship with customers;


•	experience, skill and productivity of employees and management; and


•	manufacturing competence and inventory management.

Our principal competitors include, but are not limited to, Analog Devices, Inc., Intersil Corporation, Linear Technology Corporation, NXP Semiconductors NV, Semtech Corporation, Silicon Laboratories, Cirrus Logic, Inc. and Texas Instruments Inc. In addition, we compete with digital chipset providers, including Broadcom Corporation, Samsung Semiconductor, Inc., and Qualcomm Inc. We expect increased competition in the future from other emerging and established companies as well as through consolidation of our competitors within the semiconductor industry.

Patents, Licenses, and Other Intellectual Property Rights

We rely upon both know-how and patents to develop and maintain our competitive position.

It is our policy to seek patent protection for significant inventions that may be patented, though we may elect, in certain cases, not to seek patent protection even for significant inventions if other protection, such as maintaining the invention as a trade secret, is considered by us to be more advantageous. In addition, we have registered certain of our mask sets under the Semiconductor Chip Protection Act of 1984, as amended. We hold a number of patents worldwide with expiration dates ranging from 2015 to 2033. We have also registered several of our trademarks and copyrights with the U.S. Patent and Trademark Office and in foreign jurisdictions.

Employees

As of June 27, 2015 , we employed 8,250 persons.

Environmental Regulations

Our compliance with foreign, federal, state and local laws and regulations that have been enacted to regulate the environment has not had a material adverse effect on our capital expenditures, earnings, or competitive or financial position.

Executive Officers

For information regarding our current executive officers, see Part III, Item 10 of this Annual Report.

ITEM 1A. RISK FACTORS

The following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also adversely affect our business.

The sale of our products and our results of operations are dependent upon demand from the end markets of our customers, which is cyclical.

The demand for our products is subject to the strength of the five major end-markets that we serve and to some extent the overall economic climate. We often experience decreases and increases in demand for our products primarily due to the end-market demand of our customers. Our business and results of operations may be adversely affected if demand for our products decreases or if we are unable to meet an increase in demand without significantly increasing the lead-time for the delivery of our products. The semiconductor market historically has been cyclical with periods of increased demand and rapid growth followed by periods of oversupply and subsequent contraction and subject to significant and often rapid increases and decreases in product demand. As a result, changes could have adverse effects on our results of operation.

We are dependent on a few large customers for a substantial portion of our revenues, the loss of which could materially affect our revenues and results of operations.

We depend on a few large customers for a substantial portion of our net revenues. Sales to Samsung, our largest single end customer (through direct sales and distributors), accounted for approximately 15% , 20% and 28% of net revenues in fiscal years 2015 , 2014 and 2013 , respectively. The delay, significant reduction in, or loss of, orders from large customers (including curtailments of purchases due to a change in the design, manufacturing or sourcing policies or practices of these customers or the timing of customer inventory adjustments) or demands of price concessions from large customers could have a material adverse effect on our net revenues and results of operations.

Incorrect forecasts, reductions, cancellations or delays in orders for our products and volatility in customer demand could adversely affect our results of operations.

As is customary in the semiconductor industry, customer orders may be canceled in most cases without penalty to the customers. Some customers place orders that require us to manufacture products and have them available for shipment, even though the customer may be unwilling to make a binding commitment to purchase all, or even any, of the products. In other cases, we manufacture products based on forecasts of customer demands. As a result, we may incur inventory and manufacturing costs in advance of anticipated sales and are subject to the risk of cancellations of orders, potentially leading to an initial inflation of backlog followed by a sharp reduction. In addition, backlog includes orders from certain domestic distributors for which revenues are not recognized until the ordered products are sold by the distributors. Because of the possibility of order cancellation, backlog should not be used as a measure of future revenues. Furthermore, canceled or unrealized orders, especially for products meeting unique customer requirements, may also result in an inventory of unsaleable products, causing potential inventory write-offs, some of which could be substantial and could have a material adverse effect on our gross margins and results of operations.

Our operating results may be adversely affected by increased competition and consolidation of competitors in our market.

The semiconductor industry has experienced significant consolidation within the last twelve months. As a result, we experience intense competition from a number of companies, some of which have significantly greater financial, manufacturing, and marketing resources than us, as well as greater technical resources and proprietary intellectual property rights than us. The principal elements of competition include product performance, functional value, quality and reliability, technical service and support, price, diversity of product line, and sale of integrated system solutions which combine the functionality of multiple chips on one chip for a price as part of a complete system solution and delivery capabilities. We believe we compete favorably with respect to these factors, although we may be at a disadvantage in comparison to companies with broader product lines, greater technical service and support capabilities and larger research and development budgets. We may be unable to compete successfully in the future against existing or new competitors and our operating results may be adversely affected by increased competition or our inability to timely develop new products to meet the needs of our customers.

Our operating results may be adversely affected by our inability to timely develop new products through our research and development efforts. We may be unsuccessful in developing and selling new products necessary to maintain or expand our business.

The marketplace for our products is constantly changing and we are required to make substantial ongoing investments in our research and development. The semiconductor industry is characterized by rapid technological change, variations in manufacturing efficiencies of new products, and significant expenditures for capital equipment and product development. New product introductions are a critical factor for maintaining or increasing future revenue growth and sustained or increased profitability. However, they can present significant business challenges because product development commitments and expenditures must be made well in advance of the related revenues. The success of a new product depends on a variety of factors including accurate forecasts of long-term market demand and future technological developments, accurate anticipation of competitors' actions and offerings, timely and efficient completion of process design and development, timely and efficient implementation of manufacturing and assembly processes, product performance, quality and reliability of the product, and effective marketing, revenue and service.

Our products may fail to meet new industry standards or requirements and the efforts to meet such industry standards or requirements could be costly.

Many of our products are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by major systems manufacturers. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards or requirements, we could miss opportunities to achieve crucial design wins which in turn could have a material adverse effect on our business, operations and financial results.

Our results of operations could be adversely affected by warranty claims and product liability.

We face an inherent risk of exposure to product liability suits in connection with reliability problems or other product defects that may affect our customers. Our products are used by a variety of industries, including the automotive and medical industries. Failure of our products to perform to specifications, or other product defects, could lead to substantial damage to both the end product in which our device has been placed and to the user of such end product. Although we take measures to protect against product defects, if a product liability claim is brought against us, the cost of defending the claim could be significant and any adverse determination could have a material adverse effect on our results of operations.

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

We rely upon know-how, trade secrets, and patents to develop and maintain our competitive position. There can be no assurance that others will not develop or patent similar technology or reverse engineer our products or that the confidentiality agreements upon which we rely will be adequate to protect our interests. Moreover, the laws of some foreign countries generally do not protect proprietary rights to the same extent as the United States, and we may encounter problems in protecting our proprietary rights in those foreign countries. Periodically, we have been asked by certain prospective customers to provide them with broad licenses to our intellectual property rights in connection with the sale of our products to them. Such licenses, if granted, may have a negative impact on the value of our intellectual property portfolio. Other companies have obtained patents covering a variety of semiconductor designs and processes, and we could be required to obtain licenses under some of these patents or be precluded from making and selling the infringing products, if such patents are valid and other design and manufacturing solutions are not available. There can be no assurance that we would be able to obtain licenses, if required, upon commercially reasonable terms or at all.

We may suffer losses and business interruption if our products infringe the intellectual property rights of others.

In the past, it has been common in the semiconductor industry for patent holders to offer licenses on reasonable terms and rates. Although the practice of offering licenses appears to be generally continuing, in some situations, typically where the patent directly relates to a specific product or family of products, patent holders have refused to grant licenses. In any of those cases, there can be no assurance that we would be able to obtain any necessary license on terms acceptable to us, if at all, or that we would be able to re-engineer our products or processes in a cost effective manner to avoid infringement. Any litigation in such a situation could involve an injunction to prevent the sales of a material portion of our products, the reduction or elimination of the value of related inventories and the assessment of a substantial monetary award for damages related to past sales, all of which could have a material adverse effect on our results of operations and financial condition.

We may experience losses related to intellectual property indemnity claims.

We provide intellectual property indemnification for certain customers, distributors, suppliers and subcontractors for attorney fees and damages and costs awarded against these parties in certain circumstances in which our products are alleged to infringe third

party intellectual property rights, including patents, registered trademarks and copyrights. In certain cases, there are limits on and exceptions to our potential liability for indemnification relating to intellectual property infringement claims. We cannot estimate the amount of potential future payments, if any, that we might be required to make as a result of these agreements. To date, we have not been required to pay significant amounts for intellectual property indemnification claims. However, there can be no assurance that we will not have significant financial exposure under those intellectual property indemnification obligations in the future.

If we fail to attract and retain qualified personnel, our business may be harmed.

Our success depends to a significant extent upon the continued service of our chief executive officer, our other executive officers, and key management and technical personnel, particularly our experienced engineers and business unit managers, and on our ability to continue to attract, retain, and motivate qualified personnel. The loss of the services of one or several of our executive officers could have a material adverse effect on our company. In addition, we could be materially adversely affected if the turnover rates for engineers and other key personnel increases significantly or we are unsuccessful in attracting, motivating and retaining qualified personnel. Should we lose one or more engineers who are key to a project's completion during the course of a particular project, the completion of such project may be delayed which could negatively affect customer relationships and goodwill and have a material adverse effect on our results of operations.

Exiting certain product lines or businesses, or restructuring our operations, may adversely affect certain customer relationships and produce results that differ from our intended outcomes.

The nature of our business requires strategic changes from time to time, including restructuring our operations, divesting and consolidating certain product lines and businesses. For example, we recently announced our intention to transfer our wafer manufacturing facility in San Antonio, Texas to a foundry partner and to close our wafer level packaging (“WLP”) manufacturing facility in Dallas, Texas. If we are unable to transfer the factory in San Antonio or to timely shut down our WLP factory or otherwise exit product lines and businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of our control. If we are unable to exit a product line or business in a timely manner, or to restructure our operations in a manner we deem to be advantageous, this could have a material adverse effect on our business, financial condition and results of operations. Even if a divestment is successful, we may face indemnity and other liability claims by the acquirer or other parties.

Our manufacturing operations may be interrupted or suffer yield problems.

Given the nature of our products, it would be time consuming, difficult, and costly to arrange for new manufacturing facilities to supply such products. Any prolonged inability to utilize one of our or a third party's manufacturing facilities due to damages resulting from fire, natural disaster, unavailability of electric power, labor unrest, political conditions or other causes, could have a material adverse effect on our results of operations and financial condition.

The manufacture and design of integrated circuits is highly complex. We may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, equipment malfunctioning, construction delays, upgrading or expanding existing facilities, changing our process technologies, or new technology qualification delays, particularly in our internal fabrication facilities, any of which could result in a loss of future revenues or increases in fixed costs. To the extent we do not achieve acceptable manufacturing yields or we experience delays in wafer fabrication, our results of operations could be adversely affected. In addition, operating expenses related to increases in production capacity may adversely affect our operating results if revenues do not increase proportionately.

Our dependence on subcontractors for assembly, test, freight, wafer fabrication and logistic services and certain manufacturing services may cause delays beyond our control in delivering products to our customers.

We rely on subcontractors located in various parts of the world for assembly and CSP packaging services, freight and logistic services, wafer fabrication and sorting and testing services. None of the subcontractors we currently use are affiliated with us. Reliability problems experienced by our subcontractors or the inability to promptly replace any subcontractor could cause serious problems in delivery and quality resulting in potential product liability to us. Such problems could impair our ability to meet our revenue plan in the fiscal year period impacted by the disruption. Failure to meet the revenue plan may materially adversely impact our results of operations.

Any disruptions in our sort, assembly, test, freight and logistic operations or in the operations of our subcontractors, including, but not limited to, the inability or unwillingness of any of our subcontractors to produce or timely deliver adequate supplies of processed wafers, integrated circuit packages or tested products conforming to our quality standards, or other required products

or services could damage our reputation, relationships and goodwill with customers. Furthermore, finding alternate sources of supply or initiating internal wafer processing for these products may not be economically feasible.

Shortage of raw materials or supply disruption of such raw materials could harm our business.

The semiconductor industry has experienced a large expansion of fabrication capacity and production worldwide over time. As a result of increasing demand from semiconductor, solar and other manufacturers, availability of certain basic materials and supplies, and of subcontract services, has been limited from time to time over the past several years, and could come into short supply again if overall industry demand exceeds the supply of these materials and services in the future.

We purchase materials and supplies from many suppliers, some of which are sole-sourced. If the availability of these materials and supplies is interrupted, we may not be able to find suitable replacements. In addition, from time to time natural disasters can lead to a shortage of some materials due to disruption of the manufacturer's production. We continually strive to maintain availability of all required materials, supplies and subcontract services. However, we do not have long-term agreements providing for all of these materials, supplies and services, and shortages could occur as a result of capacity limitations or production constraints on suppliers that could have a material adverse effect on our ability to achieve our production requirements.

Extensions in lead-time for delivery of products could adversely affect our future growth opportunities and results of operations.

Supply constraints, which may include limitations in manufacturing capacity, could impede our ability to grow revenues and meet increased customer demands for our products. Our results of operations may be adversely affected if we fail to meet such increase in demand for our products without significantly increasing the lead-time required for our delivery of such products. Any significant increase in the lead-time for delivery of products may negatively affect our customer relationships, reputation as a dependable supplier of products and ability to obtain future design wins, while potentially increasing order cancellations, aged, unsaleable or otherwise unrealized backlog, and the likelihood of our breach of supply agreement terms. Any of the foregoing factors could negatively affect our future revenue growth and results of operations.

We may be liable for additional production costs and lost revenues to certain customers with whom we have entered into customer supply agreements if we are unable to meet certain product quantity and quality requirements.

We enter into contracts with certain customers whereby we commit to supply quantities of specified parts at a predetermined scheduled delivery date. The number of such arrangements continues to increase as this practice becomes more commonplace. Should we be unable to supply the customer with the specific part at the quantity and product quality desired and on the scheduled delivery date, the customer may incur additional production costs. In addition, the customer may lose revenues due to a delay in receiving the parts necessary to have the end-product ready for sale to its customers or due to product quality issues. Under certain customer supply agreements, we may be liable for direct additional production costs or lost revenues. If products are not shipped on time or are quality deficient, we may be liable for penalties and resulting damages. Such liability, should it arise, and/or our inability to meet these commitments to our customers may have a material adverse impact on our results of operations and financial condition and could damage our relationships, reputation and goodwill with the affected customers.

If we fail to enter into future vendor managed inventory arrangements or fail to supply the specific product or quantity under such arrangements, the results of our operations and financial condition may be materially adversely impacted.

We enter into arrangements with certain original equipment manufacturers (“OEMs”) and Electronic Manufacturing Services (“EMS”) partners to consign quantities of certain products within close proximity of the OEMs and EMS partners' manufacturing location. The inventory is physically segregated at these locations and we retain title and risk of loss related to this inventory until such time as the OEM or EMS partner pulls the inventory for use in its manufacturing process. Once the inventory is pulled by the OEM or EMS partner, title and risk of loss pass to the customer, at which point we relieve inventory and recognize revenue and the related cost of goods sold. The specific quantities to be consigned are based on a forecast provided by the OEM or EMS partner. Generally, the arrangements with the OEMs and EMS partners provide for transfer of title and risk of loss once product has been consigned for a certain length of time.

We believe these arrangements will continue to grow in terms of number of customers and products and will increase in proportion to consolidated net revenues. Should we be unable or unwilling to enter into such agreements as requested by OEMs or EMS partners, our results of operations may be materially adversely impacted. In addition, should we be unable to supply the specific product in the quantity needed by the OEM or EMS partner as reflected in their forecast, we may be liable for damages, including, but not limited to, lost revenues and increased production costs which could have a material adverse impact on our results of operations and financial condition. Should we supply product in excess of the OEM or EMS partners actual usage, any inventory

not consumed may become excess or obsolete, which would result in an inventory write off that could materially adversely affect our results of operations.

Our critical information systems are subject to attacks, interruptions and failures.

We rely on several information technology systems to provide products and services, process orders, manage inventory, process shipments to customers, keep financial, employee and other records, and operate other critical functions. We currently have, and are in the process of developing several more, systems and procedures that include, among other things, ongoing internal risk assessments to identify vulnerabilities, the creation of an internal group dedicated to reviewing cybersecurity threats, and the adoption of an information security policy. Despite our efforts to mitigate risks associated with cybersecurity events, our information technology systems may be susceptible to adaptive persistent threats (“APT”), catastrophic cybersecurity attacks, damage, disruptions or shutdowns due to power outages, hardware failures, computer malware and viruses, telecommunication failures, user errors, or other unforeseen events. Risks associated with these threats include, but are not limited to, loss of intellectual property, impairment of our ability to conduct our operations, disruption of our customers’ operations, loss or damage to our customer data delivery systems, and increased costs to prevent, respond to or mitigate catastrophic cybersecurity events. A prolonged systemic disruption in the information technology systems could result in the loss of sales and customers and significant consequential costs, which could adversely affect our business. In addition, cybersecurity breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our customers, partners, suppliers, or employees which could result in our suffering significant financial or reputational damage.

We may encounter difficulties in the implementation of a new global execution system, which may adversely affect our operations and financial reporting.

We are in the process of implementing in phases a new global execution system (“GES”) as part of our efforts to integrate inventory movement with our financial reporting system. Any difficulties in the implementation or operation of GES could disrupt our supply chain execution which may lead to our inability to effectively supply products to our customers. Such developments could materially adversely affect our results of operations and financial reporting.

Material impairments of our goodwill or intangible assets could adversely affect our results of operations.

Goodwill is reviewed for impairment annually or more frequently if certain impairment indicators arise or upon the disposition of a significant portion of a reporting unit. The review compares the fair value for each reporting unit to its associated book value including goodwill. A decrease in the fair value associated with a reporting unit resulting from, among other things, unfavorable changes in the estimated future discounted cash flow of the reporting unit, may require us to recognize impairments of goodwill. Most of our intangible assets are amortized over their estimated useful lives, but they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the future undiscounted cash flows expected to result from the use of the intangible asset and its eventual disposition is less than the carrying amount of the asset, we would recognize an impairment loss to the extent the carrying amount of the asset exceeds its fair value.

Our operating results may be adversely affected by unfavorable economic and market conditions.

The global economic environment could subject us to increased credit risk should customers be unable to pay us, or delay paying us, for previously purchased products. Accordingly, reserves for doubtful accounts and write-offs of accounts receivable may increase. In addition, weakness in the market for end users of our products could harm the cash flow of certain of our distributors and resellers who could then delay paying their obligations to us or experience other financial difficulties. This would further increase our credit risk exposure and potentially cause delays in our recognition of revenue on sales to these customers.

If economic or market conditions deteriorate globally, in the United States or in other key markets, our business, operating results, and financial condition may be materially and adversely affected.

Our quarterly operating results may fluctuate, which could adversely impact our common stock price.

We believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicators of future performance. Our operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a result of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. These factors include, but are not limited to, the following:


•	Fluctuations in demand for our products and services;


•	Loss of a significant customer or significant customers electing to purchase from another supplier;


•	Reduced visibility into our customers' spending plans and associated revenue;


•	The level of price and competition in our product markets;


•	Our pricing practices, including our use of available information to maximize pricing potential;


•	The impact of the uncertain economic and credit environment on our customers, channel partners, and suppliers, including their ability to obtain financing or to fund capital expenditures;


•	The overall movement toward industry consolidations among our customers and competitors;


•	Below industry-average growth of the non-consumer segments of our business;


•	Announcements and introductions of new products by our competitors;


•	Deferrals of customer orders in anticipation of new products or product enhancements (introduced by us or our competitors);


•	Our ability to meet increases in customer orders in a timely manner;


•	Striking an appropriate balance between short-term execution and long-term innovation;


•	Our ability to develop, introduce, and market new products and enhancements and market acceptance of such new products and enhancements; and


•	Our levels of operating expenses.

Our stock price may be volatile.

The market price of our common stock may be volatile and subject to wide fluctuations. Fluctuations have occurred and may continue to occur in response to various factors, many of which are beyond our control.

In addition, the market prices of securities of technology companies, including those in the semiconductor industry, generally have been and remain volatile. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to the operating performance of the specific companies. If our actual operating results or future forecasted results do not meet the expectations of securities analysts or investors, who may derive their expectations by extrapolating data from recent historical operating results, the market price of our common stock may decline. Accordingly, you may not be able to resell shares of our common stock at a price equal to or higher than the price you paid for them.

Due to the nature of our compensation programs, some of our executive officers sell shares of our common stock each quarter or otherwise periodically, including pursuant to trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Regardless of the reasons for such sales, analysts and investors could view such actions in a negative light and the market price of our stock could be adversely affected as a result of such periodic sales.

Our independent distributors and sales representatives may terminate their relationship with us or fail to make payments on outstanding accounts receivable to us, which would adversely affect our financial results.

A portion of our sales is realized through independent electronics distributors that are not under our direct control. These independent sales organizations generally represent product lines offered by several companies and thus could reduce their sales efforts applied to our products or terminate their distribution relationship with us. In fiscal 2015, 36% of our revenues were generated from distributors the largest of which was Avnet, our primary world-wide distributor, which accounted for 19% of our revenues. We require certain foreign distributors to provide a letter of credit to us in an amount up to the credit limit set for accounts receivable from such foreign distributors. The letter of credit provides for collection on accounts receivable from the foreign distributor should the foreign distributor default on their accounts receivable to us. Where credit limits have been established above the amount of the letter of credit, we are exposed for the difference. We do not require letters of credit from any of our domestic distributors and are not contractually protected against accounts receivable default or bankruptcy by these distributors. The inability to collect open accounts receivable could adversely affect our results of operations and financial condition. Termination of a significant distributor, whether at our or the distributor's initiative, could be disruptive and harmful to our current business.

Our financial results may be adversely affected by increased tax rates and exposure to additional tax liabilities.

A number of factors may increase our future effective tax rates, including, but not limited to:


•	the jurisdictions in which profits are determined to be earned and taxed;


•	changes in our global structure that involve an increased investment in technology outside of the United States to better align asset ownership and business functions with revenues and profits;


•	the resolution of issues arising from tax audits with various tax authorities, and in particular, the outcome of the pending Internal Revenue Service audit of our tax returns for fiscal years 2009-2011;


•	changes in the valuation of our deferred tax assets and liabilities;


•	adjustments to estimated taxes upon finalization of various tax returns;


•	increases in expenses not deductible for tax purposes, including impairments of goodwill in connection with acquisitions;


•	changes in available tax credits;


•	changes in share-based compensation;


•	changes in tax laws or the interpretation of such tax laws, including the Base Erosion and Profit Shifting (“BEPS”) project being conducted by the Organization for Economic Co-operation and Development (“OECD”);


•	changes in generally accepted accounting principles; and


•	the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

We are subject to taxation in various countries and jurisdictions. Significant judgment is required to determine tax liabilities on a worldwide basis. Any significant increase in our future effective tax rates could reduce net income for future periods and may have a material adverse impact on our results of operations.

Political conditions could materially affect our revenues and results of operations.

We are subject to the political and legal risks inherent in international operations. Exposure to political instabilities, different business policies and varying legal standards could impact economic activity, which in turn could lead to a contraction of customer demand or a disruption in our operations. We have been impacted by these problems in the past, but none have materially affected our results of operations. Problems in the future or not-yet-materialized consequences of past problems could affect deliveries of our products to our customers, possibly resulting in substantially delayed or lost sales and/or increased expenses that cannot be passed on to customers.

Environmental, safety and health laws and regulations could force us to expend significant capital and incur substantial costs.

Various foreign and domestic federal, state, and local government agencies impose a variety of environmental, safety and health laws and regulations on the storage, handling, use, discharge and disposal of certain chemicals, gases and other substances used or produced in the semiconductor manufacturing process. Historically, compliance with these regulations has not had a material adverse effect on our capital expenditures, earnings, or competitive or financial position. There can be no assurance, however, that interpretation and enforcement of current or future environmental, safety and health laws and regulations will not impose costly requirements upon us. Any failure by us to adequately control the storage, handling, use, discharge or disposal of regulated substances could result in fines, suspension of production, alteration of wafer fabrication processes and legal liability, which may materially adversely impact our financial condition, results of operations or liquidity.

Employee health benefit costs may negatively impact our profitability.

With a large number of employees participating in our health benefit plans, our expenses relating to employee health benefits are substantial. In past years, we have experienced significant increases in certain of these costs, largely as a result of economic factors beyond our control, including, in particular, ongoing increases in health care costs well in excess of the rate of inflation. While we have attempted to control these costs in recent years, there can be no assurance that we will be as successful in controlling such costs in the future. Continued increases in health care costs, as well as changes in laws, regulations and assumptions used to calculate health and benefit expenses, may adversely affect our business, financial position and results of operations.

Business interruptions from natural disasters could harm our ability to produce products.

We operate our business in worldwide locations. Some of our facilities and those of our subcontractors are located in geologically unstable areas of the world and are susceptible to damage from natural disasters. In the event of a natural disaster, we may suffer a disruption in our operations that could adversely affect our results of operations.

Our financial condition, operations and liquidity may be materially adversely affected in the event of a catastrophic loss for which we are self-insured.

We are primarily self-insured with respect to many of our commercial risks and exposures. Based on management's assessment and judgment, we have determined that it is generally more cost effective to self-insure these risks. The risks and exposures we self-insure include, but are not limited to, fire, property and casualty, natural disasters, product defects, political risk, general

liability, theft, counterfeits, patent infringement, certain employment practice matters and medical benefits for many of our U.S. employees. Should there be catastrophic loss from events such as fires, explosions or earthquakes or other natural disasters, among many other risks, or adverse court or similar decisions in any area in which we are self-insured, our financial condition, results of operations and liquidity may be materially adversely affected.

We may pursue acquisitions and investments that could harm our operating results and may disrupt our business.

We have made and will continue to consider making strategic business investments, alliances and acquisitions we consider necessary or desirable to gain access to key technologies that we believe will complement our existing technical capability and support our business model objectives. Acquisitions, alliances and investments involve risks and uncertainties that may negatively impact our future financial performance and result in an impairment of goodwill. If integration of our acquired businesses is not successful, we may not realize the potential benefits of an acquisition or suffer other adverse effects that we currently do not foresee. We may also need to enter new markets in which we have no or limited experience and where competitors in such markets have stronger market positions.

Any of the foregoing, and other, factors could harm our ability to achieve anticipated levels of profitability from acquired businesses or to realize other anticipated benefits of acquisitions. In addition, because acquisitions of high technology companies are inherently risky, no assurance can be given that our previous or future acquisitions will be successful and will not adversely affect our business, operating results, or financial condition.

Our debt covenants may limit us from engaging in certain transactions or other activities.

We have entered into debt arrangements that contain certain covenants. The debt indentures that govern our outstanding notes include covenants that limit our ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit our 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 notes, we would be required to make an offer to repurchase the affected notes at a purchase price greater than the aggregate principal amount of such notes, plus accrued and unpaid interest. Our ability to repurchase the notes in such events may be limited by our then-available financial resources or by the terms of other agreements to which we are a party. Although we currently have the funds necessary to retire this debt, funds might not be available to repay the notes when they become due in the future.

We have access to a revolving credit facility with certain institutional lenders. The credit agreement requires us to comply with certain covenants, including a requirement that we maintain a minimum debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) ratio and a minimum interest coverage ratio (EBITDA divided by interest expense). We remain subject to these covenants although we have not borrowed any amounts from this credit facility as it may be necessary or appropriate to do so in the future.

We may be materially adversely affected by currency fluctuations or changes in trade policies.

We conduct our manufacturing and other operations in various worldwide locations. A portion of our operating costs and expenses at foreign locations are paid in local currencies. Many of the materials used in our products and much of the manufacturing process for our products are supplied by foreign companies or by our foreign operations, such as our test operations in the Philippines and Thailand. Approximately 88% , 87% and 88% of our net revenues in fiscal years 2015 , 2014 and 2013 , respectively, were from international sales. Accordingly, both manufacturing and sales of our products may be adversely affected by political or economic conditions abroad. In addition, various forms of protectionist trade legislation are routinely proposed in the United States and certain foreign countries. A change in current tariff structures or other trade policies could adversely affect our foreign manufacturing or marketing strategies. Currency exchange fluctuations could also decrease revenue and increase our operating costs, the cost of components manufactured abroad, and the cost of our products to foreign customers, or decrease the costs of products produced by our foreign competitors.

We are subject to a variety of domestic and international laws and regulations, including the use of “conflict minerals”, U.S. Customs and Export Regulations, and the Foreign Corrupt Practices Act.

Pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has promulgated new disclosure requirements for manufacturers of products containing certain minerals that are mined from the Democratic Republic of Congo and adjoining countries. These “conflict minerals” are commonly found in metals used in the manufacture of semiconductors. Manufacturers are also required to disclose their efforts to prevent the sourcing of such minerals and metals produced from them. The implementation of these new regulations may limit the sourcing and availability of some of the metals

used in the manufacture of our products. The regulations may also reduce the number of suppliers who provide conflict-free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Finally, some of our customers may elect to disqualify us as a supplier if we are unable to verify that the metals used in our products are free of conflict minerals.

Among other laws and regulations, we are also subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business, and the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business. While our Company policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other activities of the Company, which could have a material adverse impact on our results of operations and financial condition.

Our certificate of incorporation contains certain anti-takeover provisions that may discourage, delay or prevent a hostile change in control of our company.

Our certificate of incorporation permits our Board of Directors to authorize the issuance of up to 2,000,000 shares of preferred stock and to determine the rights, preferences and privileges and restrictions applicable to such shares without any further vote or action by our stockholders. Any such issuance might discourage, delay or prevent a hostile change in control of our company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our worldwide headquarters is in San Jose, California. Manufacturing and other operations are conducted in several locations worldwide. The following table provides certain information regarding our principal offices and manufacturing facilities at June 27, 2015 :



Principal Properties Owned	Use(s)	Approximate Floor Space (sq. ft.)

San Jose, California	Corporate headquarters, office space, engineering, manufacturing, administration, customer services, shipping and other	435,000

San Jose, California *	Wafer fabrication, office space and administration	78,000

N. Chelmsford, Massachusetts	Engineering, office space and administration	30,000

Beaverton, Oregon	Wafer fabrication, engineering, office space and administration	221,000

Farmers Branch, Texas	Office space, engineering, manufacturing, administration, bump facility, customer service, warehousing, shipping, and other (49,000 sq. ft. are not being utilized currently)	507,000

San Antonio, Texas	Wafer fabrication, office space and administration	389,000

Cavite, the Philippines	Manufacturing, engineering, administration, office space, customer service, shipping and other	489,000

Batangas, the Philippines *	Manufacturing, engineering, office space and other	80,000

Chonburi Province, Thailand	Manufacturing, engineering, administration, office space, customer service, shipping and other	144,000

Chandler, Arizona	Office space, engineering and test	65,000



Principal Properties Leased	Use(s)	Approximate Floor Space (sq. ft.)
Hillsboro, Oregon *	Engineering, testing, office space and administration	325,000

Dublin, Ireland	Office space, administration and customer services	26,000

Colorado Springs, Colorado	Office space, engineering, and administration	24,000

Irvine, California	Office space, engineering, and administration	32,000

Rozanno, Italy	Office space, engineering, administration and other	32,000

Bangalore, India	Office space, engineering, administration and other	35,000

* During fiscal year 2015, we commenced activities to close down the operations in our San Jose, California fabrication facility, our Hillsboro, Oregon testing site, and our Batangas, the Philippines manufacturing site. We anticipate that the closure of these sites will occur in our fiscal year 2016 with related capacity and manufacturing requirements being transferred to our other existing manufacturing locations or alternatively to our third party subcontractors. In addition, we intend to transfer our wafer manufacturing facility in San Antonio, Texas to a foundry partner in fiscal year 2016 and to close our wafer level packaging manufacturing facility in Dallas, Texas by fiscal year 2018.

In addition to the property listed in the above table, we also lease sales, engineering, administration and manufacturing offices and other premises at various locations in the United States and internationally under operating leases, none of which are material to our future cash flows. These leases expire at various dates through 2029. We anticipate no difficulty in retaining occupancy of any of our other manufacturing, office or sales facilities through lease renewals prior to expiration or through month-to-month occupancy or in replacing them with equivalent facilities.

We expect these facilities to be adequate for our business purposes through at least the next 12 months.

ITEM 3. LEGAL PROCEEDINGS

Legal Proceedings

We are 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, we do 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.

Indemnifications

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

Pursuant to our charter documents and separate written indemnification agreements, we have certain indemnification obligations to our current officers and directors, some current and former employees who are not officers, and some former officers and directors.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol MXIM. As of August 7, 2015 , there were approximately 750 stockholders of record of our common stock.

The following table sets forth the range of the high and low closing prices by quarter for fiscal years 2015 and 2014 :



	High	Low
Fiscal Year ended June 27, 2015
First Quarter	$34.46	$29.31
Second Quarter	$31.97	$25.78
Third Quarter	$36.23	$31.02
Fourth Quarter	$35.65	$32.26

	High	Low
Fiscal Year ended June 28, 2014
First Quarter	$30.04	$27.11
Second Quarter	$30.22	$27.60
Third Quarter	$32.81	$27.86
Fourth Quarter	$35.41	$31.49

The following table sets forth the dividends paid per share for fiscal years 2015 and 2014 :



	Fiscal Years
	2015	2014

First Quarter	$0.28	$0.26
Second Quarter	$0.28	$0.26
Third Quarter	$0.28	$0.26
Fourth Quarter	$0.28	$0.26

Issuer Purchases of Equity Securities

The following table summarizes the activity related to stock repurchases for the three months ended June 27, 2015 :



	Issuer Purchases 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	Maximum Amount That May Yet Be Purchased Under the Plans or Programs
Mar. 29, 2015 - Apr. 25, 2015	289	$	34.86	289	$	592,686
Apr. 26, 2015 - May 23, 2015	365	$	33.07	365	$	580,617
May 24, 2015 - Jun. 27, 2015	403	$	34.29	403	$	566,780
Total	1,057	$	34.02	1,057	$	566,780

In July 2013, the Board of Directors authorized us to repurchase up to $1.0 billion of the Company's common stock from time to time at the discretion of our management. This stock repurchase authorization has no expiration date. All prior authorizations by the Board of Directors for the repurchase of common stock were superseded by this authorization.

During fiscal year 2015 , we repurchased approximately 6.2 million shares of our common stock for $195.1 million . As of June 27, 2015 , we had a remaining authorization of $566.8 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company's common stock and liquidity and general market and business conditions.

Stock Performance Graph

The line graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the NASDAQ Composite Stock Index and the Philadelphia Semiconductor Index for the five years ended June 27, 2015 . The graph and table assume that $100 was invested on June 25, 2010 (the last day of trading for the fiscal year ended June 26, 2010 )

in each of our common stock, the NASDAQ Composite Stock Index and the Philadelphia Semiconductor Index, and that all dividends were reinvested. Cumulative total stockholder returns for our common stock, the NASDAQ Composite Stock Index and the Philadelphia Semiconductor index are based on our fiscal year.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The returns shown are based on historical results and are not intended to suggest or predict future performance.



	Base Year	Fiscal Year Ended
	June 26, 2010	June 25, 2011	June 30, 2012	June 29, 2013	June 28, 2014	June 27, 2015
Maxim Integrated Products, Inc.	100.00	143.56	158.22	177.05	223.72	237.38
NASDAQ Composite-Total Return	100.00	120.43	134.73	158.44	207.32	242.26
Philadelphia Semiconductor-Total Return	100.00	112.82	112.40	139.10	190.42	216.22

ITEM 6. SELECTED FINANCIAL DATA

Set forth below is a summary of certain consolidated financial information with respect to the Company as of the dates and for the periods indicated. The data set forth below for the five-year period ended June 27, 2015 are derived from and should be read in conjunction with, and are qualified by reference to, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8 - Financial Statements and Supplementary Data, and notes thereto included elsewhere in Part IV, Item 15(a) of this Annual Report. The following selected financial data as of June 29, 2013 , June 30, 2012 , and June 25, 2011 and for the two years in the period ended June 30, 2012 is derived from our consolidated financial statements not included herein. The historical results are not necessarily indicative of the results to be expected in any future period.



	Fiscal Year Ended
	June 27, 2015			June 28, 2014			June 29, 2013			June 30, 2012			June 25, 2011
	(in thousands, except percentages and per share data)
Consolidated Statements of Income Data:
Net revenues	$	2,306,864		$	2,453,663		$	2,441,459		$	2,403,529		$	2,472,341
Cost of goods sold	1,034,997			1,068,898			944,892			952,677			942,377
Gross margin	$	1,271,867		$	1,384,765		$	1,496,567		$	1,450,852		$	1,529,964
Gross margin %	55.1		%	56.4		%	61.3		%	60.4		%	61.9		%

Operating income	$	237,280		$	422,291		$	588,319		$	534,797		$	673,039
% of net revenues	10.3		%	17.2		%	24.1		%	22.3		%	27.2		%

Income from continuing operations	$	206,038		$	354,810		$	452,309		$	354,918		$	489,009
Income from discontinued operations, net of tax	—			—			2,603			31,809			—
Net income	$	206,038		$	354,810		$	454,912		$	386,727		$	489,009

Earnings per share: Basic
From continuing operations	$	0.73		$	1.25		$	1.55		$	1.21		$	1.65
From discontinued operations	—			—			0.01			0.11			—
Basic net income per share	$	0.73		$	1.25		$	1.56		$	1.32		$	1.65

Earnings per share: Diluted
From continuing operations	$	0.71		$	1.23		$	1.51		$	1.18		$	1.61
From discontinued operations	—			—			0.01			0.11			—
Diluted net income per share	$	0.71		$	1.23		$	1.52		$	1.29		$	1.61

Shares used in the calculation of
earnings per share:
Basic	283,675			283,344			291,835			292,810			296,755

Diluted	288,949			289,108			298,596			300,002			303,377

Dividends declared and paid per share	$	1.12		$	1.04		$	0.96		$	0.88		$	0.84

	As of
	June 27, 2015			June 28, 2014			June 29, 2013			June 30, 2012			June 25, 2011
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	1,626,119		$	1,372,425		$	1,200,046		$	956,386		$	1,012,887
Working capital	$	1,937,404		$	1,688,067		$	1,535,013		$	943,977		$	1,313,512
Total assets	$	4,228,384		$	4,405,618		$	3,935,910		$	3,737,946		$	3,527,743
Long-term debt, excluding current portion	$	1,000,000		$	1,001,026		$	503,573		$	5,592		$	300,000
Total stockholders' equity	$	2,290,020		$	2,429,911		$	2,507,998		$	2,538,277		$	2,510,818

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and notes thereto included in Part IV, Item 15(a), the risk factors included in Part I, Item 1A, and the “forward-looking statements” and other risks described herein and elsewhere in this Annual Report.

Overview

We are a global company with manufacturing facilities in the United States, the Philippines and Thailand, and sales offices and design centers throughout the world. We design, develop, manufacture and market 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 diverse applications, a great number of product variations and, with respect to many circuit types, relatively long product life cycles. The major end-markets in which we sell our products are the automotive, communications and data center, computing, consumer and industrial markets. We are incorporated in the State of Delaware.

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; accounting for stock-based compensation, which impacts cost of goods sold, gross margins and operating expenses; accounting for income taxes, which impacts the income tax provision; and assessment of litigation and contingencies, which impacts charges recorded in cost of goods sold, selling, general and administrative expenses and income taxes. These policies and the estimates and judgments involved are discussed further below. 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. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in this Annual Report.

Revenue Recognition

We recognize revenue for sales to direct customers and sales to certain distributors upon shipment, provided that persuasive evidence of a sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, collectability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and we do not have any significant post-shipment obligations. We estimate returns for sales to direct customers and certain distributors based on historical return rates applied against current period gross revenue. Specific customer returns and allowances are considered within this estimate.

Sales to certain distributors are made pursuant to agreements allowing for the possibility of certain sales price rebates or price protection and for non-warranty product return privileges. The non-warranty product return privileges include allowing certain distributors to return a small portion of our products in their inventory based on their previous purchases. Given the uncertainties associated with the levels of non-warranty product returns, sales price rebates, and price protection that could be issued to certain distributors, we defer recognition of such revenue and related cost of goods sold until receipt of notification from these distributors that product has been sold to their end-customers.

Accounts receivable from direct customers and distributors (excluding those distributors discussed in the immediately preceding paragraph) are recognized and inventory is relieved upon shipment as title to inventories generally transfers upon shipment at which point we have a legally enforceable right to collection under normal terms. Accounts receivable related to consigned inventory is recognized when the customer takes title to such inventory from its consigned location at which point inventory is relieved, title transfers, and we have a legally enforceable right to collection under the terms of our agreement with the related customers.

We estimate potential future returns and sales allowances related to current period product revenue. Management analyzes historical returns, changes in customer demand and acceptance of products when evaluating the adequacy of returns and sales allowances. Estimates made by us may differ from actual returns and sales allowances. These differences may materially impact reported revenue and amounts ultimately collected on accounts receivable. Historically, such differences have not been material.

At June 27, 2015 and June 28, 2014 , we had $17.4 million and $16.2 million accrued for returns and allowances against accounts receivable, respectively. During fiscal years 2015 and 2014 , we recorded $81.5 million and $75.3 million for estimated returns and allowances against revenues, respectively. These amounts were offset by $80.2 million and $71.6 million for actual returns and allowances given during fiscal years 2015 and 2014 , respectively.

Inventories

Inventories are stated at the lower of (i) standard cost, which approximates actual cost on a first-in-first-out basis, or (ii) market value. Our standard cost revision policy is to continuously monitor manufacturing variances and revise standard costs on a quarterly basis. Because of the cyclical nature of the market, inventory levels, obsolescence of technology, and product life cycles, we generally write-down inventories to net realizable value based on forecasted product demand. Actual demand and market conditions may be lower than those projected by us. This difference could have a material adverse effect on our gross margin should inventory write-downs beyond those initially recorded become necessary. Alternatively, should actual demand and market conditions be more favorable than those estimated by us, gross margin could be favorably impacted as we release these reserves upon the ultimate product shipment. During fiscal years 2015 , 2014 and 2013 , we had net inventory write-downs of $28.6 million , $35.1 million and $19.2 million , respectively.

Long-Lived Assets

We evaluate the recoverability of property, plant and equipment in accordance with Accounting Standards Codification (“ASC”) No. 360, Property, Plant, and Equipment (“ASC 360”). We perform periodic reviews to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment might not be fully recoverable. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, we compare projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets. Evaluation of impairment of property, plant and equipment requires estimates in the forecast of future operating results that are used in the preparation of the expected future undiscounted cash flows. Actual future operating results and the remaining economic lives of our property, plant and equipment could differ from our estimates used in assessing the recoverability of these assets. These differences could result in impairment charges, which could have a material adverse impact on our results of operations. We recorded impairment charges of $67.0 million , $11.6 million , and $24.9 million during fiscal years 2015 , 2014 and 2013 , respectively.

Intangible Assets and Goodwill

We account for intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other (“ASC 350”), We review goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

Intangible asset reviews are performed when indicators exist that could indicate the carrying value may not be recoverable based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate consistent with the guidance provided in FASB Concepts Statement No. 7, Using Cash Flow Information and Present Value in Accounting Measurements. Impairment is based on the excess of the carrying amount over the fair value of those assets. During fiscal years 2015 , 2014 and 2013 , we recorded impairment of intangible assets of $8.9 million , $2.6 million and $2.8 million , respectively, related to write-offs of acquired in-process research and development.

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. In accordance with ASC 350 we test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis or more frequently if we believe indicators of impairment exist. During the fourth quarter of fiscal year 2015, we changed our annual goodwill impairment testing date from the first quarter to the fourth quarter of each year. This change ensures the completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing procedures with year-end financial reporting. This change does not accelerate, delay, avoid, or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. We generally determine the fair value of our reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as the market approach which includes the guideline company method. If the carrying amount of a reporting unit exceeds the

reporting unit's fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill.

During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and we recorded a charge of $84.1 million . The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer and automotive end customer markets. The impairment was the result of our decision within the quarter ended December 27, 2014 to exit certain market offerings that have competitive dynamics which are no longer consistent with our business objectives.

We determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment.

We estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.

In performing the goodwill impairment testing for the fiscal years 2014 and 2013, the fair value was in excess of the carrying value. As a result, no impairment charges were recorded associated with our goodwill during fiscal years 2014 and 2013 .

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Compensation in Stock Compensation (“ASC 718”). ASC 718 requires the recognition of the fair value of stock-based compensation for all stock-based payment awards, including grants of stock options and other awards made to our employees and directors in exchange for services, in the income statement. Accordingly, stock-based compensation cost is measured at the grant date, based on the fair value of the awards ultimately expected to vest and is recognized as an expense, on the greater of a straight-line basis or the value of awards vested each period, over the requisite service period. ASC 718 also requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such revisions could have a material effect on our operating results.

We use the Black-Scholes valuation model to measure the fair value of our stock options utilizing various assumptions with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. The assumptions we use in the valuation model are based on subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared to the awards granted previously.

Accounting for Income Taxes

We must make certain estimates and judgments in the calculation of income tax expense, determination of uncertain tax positions, and in the determination of whether deferred tax assets are more likely than not to be realized. The calculation of our income tax expense and income tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations.

ASC 740-10, Income Taxes (“ASC 740-10”), prescribes a recognition threshold and measurement framework for financial statement reporting and disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, a tax position is recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the recognition threshold is then measured to determine the largest amount of the benefit that has a greater than 50% likelihood of being realized upon settlement. Although we believe that our computation of tax benefits to be recognized and realized are reasonable, no assurance can be given that the final outcome will not be different from what was reflected in our income tax

provisions and accruals. Such differences could have a material impact on our net income and operating results in the period in which such determination is made. See Note 17: “Income Taxes” in the Notes to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report for further information related to ASC 740-10.

We evaluate our deferred tax asset balance and record a valuation allowance to reduce the net deferred tax assets to the amount that is more likely than not to be realized. In the event it is determined that the deferred tax assets to be realized in the future would be in excess of the net recorded amount, an adjustment to the deferred tax asset valuation allowance would be recorded. This adjustment would increase income, or additional paid in capital, as appropriate, in the period such determination was made. Likewise, should it be determined that all or part of the net deferred tax asset would not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance would be charged to income in the period such determination is made. In assessing the need for a valuation allowance, historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and practicable tax planning strategies are considered. Realization of our deferred tax asset is dependent primarily upon future U.S. taxable income. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the net deferred tax asset and an accompanying reduction or increase in net income in the period in which such determinations are made.

Litigation and Contingencies

From time to time, we receive notices that our products or manufacturing processes may be infringing the patent or other intellectual property rights of others, notices of stockholder litigation or other lawsuits or claims against us. We periodically assess each matter in order to determine if a contingent liability in accordance with ASC No. 450, Accounting for Contingencies (“ASC 450”), should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. We expense legal fees associated with consultations and defense of lawsuits as incurred. Based on the information obtained, combined with management's judgment regarding all of the facts and circumstances of each matter, we determine whether a contingent loss is probable and whether the amount of such loss can be estimated. Should a loss be probable and estimable, we record a contingent loss in accordance with ASC 450. In determining the amount of a contingent loss, we take into consideration advice received from experts in the specific matter, the current status of legal proceedings, settlement negotiations which may be ongoing, prior case history and other factors. Should the judgments and estimates made by management be incorrect, we may need to record additional contingent losses that could materially adversely impact our results of operations. Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does not occur, the contingent loss recorded would be reversed thereby favorably impacting our results of operations.

Results of Operations

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



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013

Net revenues	100	%	100	%	100	%
Cost of goods sold	44.9	%	43.6	%	38.7	%
Gross margin	55.1	%	56.4	%	61.3	%
Operating expenses:
Research and development	22.6	%	22.8	%	21.9	%
Selling, general and administrative	13.4	%	13.2	%	13.3	%
Intangible asset amortization	0.7	%	0.7	%	0.6	%
Impairment of long-lived assets	2.9	%	0.5	%	1.0	%
Impairment of goodwill and intangible assets	4.0	%	0.1	%	0.1	%
Severance and restructuring expenses	1.3	%	1.0	%	0.1	%
Acquisition-related costs	—	%	0.3	%	—	%
Other operating expenses (income), net	(0.1	)%	0.6	%	0.1	%
Total operating expenses	44.8	%	39.2	%	37.1	%
Operating income	10.3	%	17.2	%	24.2	%
Interest and other income (expense), net	0.4	%	(0.5	)%	(0.7	)%
Income before provision for income taxes	10.7	%	16.7	%	23.5	%
Provision for income taxes	1.7	%	2.2	%	4.8	%
Income from continuing operations	9.0	%	14.5	%	18.7	%
Income from discontinued operations, net of tax	—	%	—	%	0.1	%
Net income	9.0	%	14.5	%	18.8	%

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



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013

Cost of goods sold	0.5	%	0.5	%	0.5	%
Research and development	1.8	%	1.9	%	1.8	%
Selling, general and administrative	1.1	%	1.1	%	1.0	%
	3.4	%	3.5	%	3.3	%

Net Revenues

We reported net revenues of $2,306.9 million , $2,453.7 million and $2,441.5 million in fiscal years 2015 , 2014 and 2013 , respectively. Our net revenues in fiscal year 2015 decreased by 6.0% compared to our net revenues in fiscal year 2014 . Revenues from consumer products were down 23% mainly due to lower demand for products in the consumer end market primarily from smartphone customers. This decrease was partially offset by an increase in net revenues in automotive of 38% , mainly due to product offered in the automotive end market with new design win ramps across multiple applications and customers.

Our net revenues in fiscal year 2014 increased by 0.5% , compared to our net revenues in fiscal year 2013 . Revenues from automotive, communications and data center, and industrial products were up 43% , 20% and 9% , respectively, due to an increase in shipments of our products offered in the automotive end market with new design win ramps across multiple applications and customers, an increase in server revenues driven by the Volterra acquisition and in demand driven by network and datacom, and cable infrastructure products in the communications and data center end market, and an increase in control and automation shipments in the industrial end market. This increase was offset by a decrease in net revenues in consumer and computing products of 16% and 4% , respectively,

mainly due to lower demand for products in the consumer end market primarily from smartphones. The decrease in net revenues in consumer products was primarily attributable to a weakness in demand for the products of our leading customer.

Approximately 88% , 87% and 88% of our net revenues in fiscal years 2015 , 2014 and 2013 , respectively, were derived from customers located outside the United States, primarily in Asia and Europe. While more than 95% of our sales are denominated in U.S. dollars, we enter into foreign currency forward contracts to mitigate its risks on firm commitments and net monetary assets denominated in foreign currencies. The impact of changes in foreign exchange rates on net revenues and our results of operations for fiscal years 2015 , 2014 and 2013 were immaterial.

Gross Margin

Our gross margin as a percentage of net revenue was 55.1% in fiscal year 2015 compared to 56.4% in fiscal year 2014 . Our gross margin decreased by 1.3% , primarily resulted from a $51.5 million increase in accelerated depreciation relating to the San Jose wafer fabrication facility shut down and, a $9.9 million increase in incremental amortization related to Volterra intangible assets due to a full year of amortization in fiscal year 2015 as compared to nine months of amortization in fiscal year 2014. This decrease was mitigated by a $19.0 million reduction in product warranty related expenses.

Our gross margin as a percentage of net revenue was 56.4% in fiscal year 2014 compared to 61.3% in fiscal year 2013 . Our gross margin decreased by $111.8 million , primarily due to a $30.5 million increase in incremental amortization related to Volterra intangible assets, a $20.8 million increase of product warranty related expenses primarily associated with one customer, a $19.0 million increase related to acquired inventory fair value mark-up amortization mostly related to Volterra, and a $16.8 million increase in inventory reserves due to softening demand primarily in the smartphone space.

Research and Development

Research and development expenses were $521.8 million and $558.2 million for fiscal years 2015 and 2014 , respectively, which represented 22.6% and 22.8% of net revenues, respectively. The decrease in research and development expenses was primarily attributable to a decrease in salaries and related expenses of $19.4 million as a result of headcount reductions related to restructuring programs and spending control efforts.

Research and development expenses were $558.2 million and $534.8 million for fiscal years 2014 and 2013 , respectively, which represented 22.8% and 21.9% of net revenues, respectively. The increase in research and development expenses was primarily attributable to an increase in salaries and stock-based compensation expenses of $21.4 million as a result of acquisitions occurring in fiscal year 2014.

The level of research and development expenditures as a percentage of net revenues will vary from period to period depending, in part, on the level of net revenues and on our success in recruiting the technical personnel needed for our new product introductions and process development. We view research and development expenditures as critical to maintaining a high level of new product introductions, which in turn are critical to our plans for future growth.

Selling, General and Administrative

Selling, general and administrative expenses were $308.1 million and $324.7 million in fiscal years 2015 and 2014 , respectively, which represented 13.4% and 13.2% of net revenues, respectively. The $16.6 million decrease was primarily attributable to spending control efforts and a $ 10.2 million decrease in salaries and related expenses primarily resulting from lower total headcount.

Selling, general and administrative expenses were $324.7 million and $324.3 million in fiscal years 2014 and 2013 , respectively, which represented 13.2% and 13.3% of net revenues, respectively. There were no significant fluctuations in any specific items making up the selling, general and administrative expenses.

The level of selling, general and administrative expenditures as a percentage of net revenues will vary from period to period, depending on the level of net revenues and our success in recruiting sales and administrative personnel needed to support our operations.

Impairment of Long-lived Assets

Impairment of long-lived assets was $67.0 million in fiscal year 2015 and $11.6 million in fiscal year 2014 , which represented 2.9% and 0.5% of net revenues, respectively. The $55.4 million increase was primarily due to the equipment impairment associated

with the Sensing Solutions reporting unit. For details, please refer to Note 10: “Impairment of long-lived assets” in our consolidated financial statements included in Part IV, Item 15(a) to this Annual Report.

Impairment of long-lived assets was $11.6 million in fiscal year 2014 and $24.9 million in fiscal year 2013 , which represented 0.5% and 1.0% of net revenues, respectively. The $13.3 million decrease was primarily due to lower levels of certain assets classified as excess property, plant and equipment and certain assets classified as held for sale written down to fair value less cost to sell, including used fabrication tools and test equipment.

Impairment of Goodwill and Intangible Assets

Impairment of goodwill and intangible assets was $93.0 million in fiscal year 2015 and $2.6 million in fiscal year 2014 . The $90.4 million increase was primarily driven by impairments to goodwill and in-process research and development for the Sensing Solutions reporting unit. The Sensing Solutions reporting unit develops integrated circuits that are primarily sold in the consumer and automotive end customer markets. The impairment was the result of our decision within the quarter ended December 27, 2014 to exit certain market offerings that have competitive dynamics which are no longer consistent with our business objectives. For details, please refer to Note 8: “Goodwill and intangible assets” in our consolidated financial statements included in Part IV, Item 15(a) to this Annual Report.

Impairment of goodwill and intangible assets was $2.6 million in fiscal year 2014 and $2.8 million in fiscal year 2013. There were no significant fluctuations in any specific items making up the impairment of goodwill and intangible assets expenses.

Severance and Restructuring Expenses

Severance and restructuring expenses were $30.6 million in fiscal year 2015 and $24.9 million in fiscal year 2014 , which represented 1.3% and 1.0% of net revenues, respectively. The $5.7 million increase was primarily due to restructuring activities which took place during fiscal 2015, primarily $23.9 million associated with the major reorganization of the Company's business units as well as $6.7 million associated with the decision to shut down our San Jose wafer fabrication facility. For details, please refer to Note 18: “Restructuring Activities” in our consolidated financial statements included in Part IV, Item 15(a) to this Annual Report.

During the fiscal year 2015, we commenced activities to close down the operations in our San Jose wafer fabrication facility, our Hillsboro, Oregon testing site, and our Batangas, the Philippines manufacturing site. Additionally, we announced the planned transfer of our wafer manufacturing facility in San Antonio, Texas to a foundry partner and to close our wafer level packaging manufacturing facility in Dallas, Texas during our fourth fiscal quarter of 2015 earnings call. As a result of these actions, we expect to incur additional severance and restructuring expenses throughout our fiscal year 2016.

Severance and restructuring expenses were $24.9 million in fiscal year 2014 and $2.8 million in fiscal year 2013 , which represented 1.0% and 0.1% of net revenues, respectively. The $22.1 million increase was primarily due to a $10.8 million increase in severance and restructuring expenses associated with the reorganization of certain business units and an $11.0 million increase in severance costs associated with restructuring plans arising from the Volterra acquisition. The reorganizations were driven by the desire to focus on specific investment areas, simplify business processes and eliminate redundant positions.

Acquisition-Related Costs

Acquisition-related costs were $7.0 million in fiscal year 2014, and included banker, legal, and other Volterra acquisition-related costs.

Other Operating Expenses (Income), Net

Other operating expenses (income), net were $(2.0) million and $15.8 million in fiscal year 2015 and 2014 , respectively, which represented (0.1)% and 0.6% of net revenues, respectively. The net decrease in other operating expenses of $17.8 million was primarily driven by a change in estimate to an expected loss on rent expense for vacated office space of $3.4 million as well as the absence of one-time expenses incurred in fiscal year 2014 such as the $6.0 million intellectual property infringement legal settlement and the impairment of notes receivable of $4.1 million related to a divestiture.

Other operating expenses (income), net were $15.8 million and $3.1 million in fiscal years 2014 and 2013 , respectively, which represented 0.6% and 0.1% of net revenues, respectively. The net increase in other operating expenses (income) of $12.7 million was primarily attributable to a $6.0 million intellectual property infringement legal settlement and an impairment of notes receivable of $4.1 million related to a divestiture.

Interest and Other Income (Expense), Net

Interest and other income (expense), net were $8.9 million in fiscal year 2015 and $(13.1) million in fiscal year 2014 , which represented 0.4% and (0.5)% of net revenues, respectively. The net decrease in expenses of $22.0 million to an income position was primarily attributable to the gain of $35.8 million on the sale of our Captive Touch business, which occurred in June 2015. This gain was partially offset by a $14.0 million decrease in income from licensing intellectual property and $5.5 million in additional interest expense resulting from the issuance of long-term notes.

Interest and other income (expense), net were $(13.1) million in fiscal year 2014 and $(18.0) million in fiscal year 2013 , which represented (0.5)% and (0.7)% of net revenues, respectively. The net decrease in expenses of $5.0 million was primarily driven by income from licensing intellectual property of $17.1 million offset by $10.6 million in additional interest expense resulting from the issuance of long-term notes.

Provision for Income Taxes

Our annual income tax expense from continuing operations was $40.1 million , $54.4 million , and $118.0 million , in fiscal years 2015 , 2014 and 2013 , respectively. The effective tax rate from continuing operations was 16.3% , 13.3% and 20.7% for fiscal years 2015 , 2014 and 2013 , respectively. Our federal statutory tax rate is 35% .

Our fiscal year 2015 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates, a $2.9 million tax benefit for fiscal year 2014 research tax credits that were generated by the retroactive extension of the federal research tax credit to January 1, 2014 by legislation that was signed into law on December 19, 2014, and a $24.8 million tax benefit for the favorable settlement of a Singapore tax issue, partially offset by a $84.1 million goodwill impairment charge that generated no tax benefit and stock-based compensation for which no tax benefit is expected.

Our fiscal year 2014 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates and a $35.6 million one-time benefit for fixed asset Federal tax basis adjustments generated by prior year depreciation expense that did not provide a tax benefit in prior years, partially offset by stock-based compensation for which no tax benefit is expected.

Our fiscal year 2013 effective tax rate was lower than the statutory tax rate primarily because earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, were taxed at lower tax rates, partially offset by stock-based compensation for which no tax benefit is expected. The income tax provision for the fiscal year 2013 included a $3.9 million discrete tax benefit for the retroactive extension of the U.S. federal research tax credit to January 1, 2012 by legislation that was signed into law on January 2, 2013 and a $21.4 million discrete tax charge for research and development expenses of a foreign subsidiary for which no tax benefit is expected.

We have various entities domiciled within and outside the United States. The following is a breakout of our U.S. and Foreign income from continuing operations before income taxes:



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
	(in thousands)
Domestic pre-tax income	$	68,289	$	87,630	$	69,680
Foreign pre-tax income	177,881		321,596		500,599
Total	$	246,170	$	409,226	$	570,279

A relative increase in earnings in lower tax jurisdictions, such as Ireland, may lower our consolidated effective tax rate, while a relative increase in earnings in higher tax jurisdictions, such as the United States, may increase our consolidated effective tax rate.

In fiscal year 2015 the percentage of pre-tax income from our foreign operations declined, which was primarily due to goodwill and in-process research and development impairment charges realized by a foreign affiliate and accelerated depreciation generated by the San Jose wafer fabrication facility shutdown that was charged to a foreign affiliate. The impact of pre-tax income from foreign operations reduced our effective tax rate by 24.6 percentage points in fiscal year 2015 as compared to 19.1 percentage points in fiscal year 2014. The increased fiscal year 2015 tax rate benefit from foreign operations was primarily attributable to a

$24.8 million tax benefit in fiscal year 2015 for the favorable settlement of a Singapore tax issue, partially offset by the relative decrease in fiscal year 2015 pre-tax income from foreign operations.

In fiscal year 2014 the percentage of pre-tax income from our foreign operations declined, which was primarily due to higher cost of goods sold on foreign revenue. The impact of pre-tax income from foreign operations reduced our effective tax rate by 19.1 percentage points in fiscal year 2014 as compared to 16.5 percentage points in fiscal year 2013. The increased fiscal year 2014 tax rate benefit from foreign operations was primarily attributable to a $21.4 million discrete tax charge in fiscal year 2013 for foreign research and development expenses for which no tax benefit was available, partially offset by the relative decrease in fiscal year 2014 pre-tax income from foreign operations.

Recently Issued Accounting Pronouncements

(i) New Accounting Updates Recently Adopted

In the first quarter of our fiscal year 2015, we adopted Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740)-Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists , which requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Consolidated Balance Sheets. The adoption of this standard did not have a material impact on our Consolidated Balance Sheets.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the organization’s operations and financial results. We early adopted this accounting standard update in the fourth quarter of fiscal year 2015. During fiscal year 2015, we recognized a gain of $35.8 million recorded in i nterest and other income (expense), net for the sale of our Captive Touch business which did not meet the criteria of discontinued operations under this accounting standard.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step model to determine revenue recognition in contracts with customers. We are currently evaluating the potential impact of this standard on its financial statements. ASU No. 2014-09 is effective in our first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest . ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective beginning in the first quarter of our fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of the beginning of the fiscal year that includes that interim period. The guidance is not expected to have a significant impact to our consolidated financial statements.

Financial Condition, Liquidity and Capital Resources

Financial Condition

Cash flows were as follows:



	For the Year Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands)
Net cash provided by (used in) operating activities	$	693,706		$	776,107		$	817,935
Net cash provided by (used in) investing activities	(36,073		)	(609,439		)	(139,372		)
Net cash provided by (used in) financing activities	(429,140		)	(19,182		)	(384,637		)
Net increase (decrease) in cash and cash equivalents	$	228,493		$	147,486		$	293,926

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 was $693.7 million in fiscal year 2015, a decrease of $82.4 million compared with fiscal year 2014 . This decrease was primarily a result of $206.0 million of net income, a $148.8 million decrease from fiscal year 2014 and a net change in assets and liabilities of $61.0 million, a $50.0 million decrease in cash provided by operating activities from fiscal year 2014 . These decreases were partially offset by non-cash adjustments to net income of $426.7 million, which increased cash provided by operating activities by $116.4 million compared with fiscal year 2014. The movement in non-cash adjustments primarily resulted from impairment of the Sensing Solutions reporting unit goodwill of $84.1 million and increased depreciation of $54.8 million, primarily associated with accelerated depreciation for the San Jose wafer fabrication facility shut down.

Cash from operations for fiscal year 2014 decreased by approximately $41.8 million compared with fiscal year 2013 . This decrease was due to lower net income of $100.1 million and lower deferred taxes of $57.5 million, which was partially offset by lower cash use of $66.8 million and $55.9 million relating to other current assets and inventory, respectively.

Investing activities

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

Cash used in investing activities decreased by $573.4 million for fiscal year 2015 compared with fiscal year 2014 . The decrease was due primarily to relative decrease in cash used for acquisitions of $451.5 million relating to the Volterra acquisition in fiscal year 2014, $56.7 million of reduction in capital expenditures relating to property, plant and equipment due to spending control efforts and $35.6 million in cash proceeds from the sale of our Captive Touch business.

Cash used in investing activities increased by $470.1 million for fiscal year 2014 compared with fiscal year 2013 . The increase was due primarily to relative increases in cash used for acquisitions of $451.5 million relating to the Volterra acquisition, a $50.0 million increase relating to purchase of U.S. treasury securities and lower proceeds from maturity of investments of $23.0 million . These increases were offset by $70.2 million of reduction in capital expenditures relating to property, plant and equipment.

Financing activities

Financing cash flows consist primarily of repurchases of common stock, issuance and repayment of notes payables, payment of dividends to stockholders, proceeds from stock option exercises and employee stock purchase plan and withholding tax payments associated with net share settlements of equity awards.

Net cash used in financing activities increased by approximately $410.0 million for fiscal year 2015 compared with fiscal year 2014 . This increase was due primarily to the issuance of the $500 million notes net of issuance cost and discount in fiscal year 2014, as offset by less repurchases of common stock of $110.2 million .

Net cash used in financing activities decreased by approximately $365.5 million for fiscal year 2014 compared with fiscal year 2013 . This decrease was due primarily to lower required repayments of notes payable of $298.8 million and less repurchases of common stock of $69.8 million .

Liquidity and Capital Resources

As of June 27, 2015 , our available funds consisted of $1.6 billion in cash, cash equivalents and short-term investments. 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, common stock repurchases, debt repayments and dividend payments for at least the next twelve months.

Debt Levels

On November 21, 2013, we completed a public offering of $500 million aggregate principal amount of our 2.5% coupon senior unsecured and unsubordinated notes due in November 2018 (“2018 Notes”).

On March 18, 2013 , we completed a public offering of $500 million aggregate principal amount of our 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”).

The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, include covenants that limit our ability to grant liens on our facilities and to enter into sale and leaseback transactions, which could limit our 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 2023 Notes or the 2018 Notes, we 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.

Available borrowing resources

We have access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019 . The facility fee is at a rate per annum that varies based on the Company's index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company's index debt rating. The credit agreement requires us to comply with certain covenants, including a requirement that we maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3 to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1 . As of June 27, 2015 , we had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

Contractual Obligations

The following table summarizes our significant contractual obligations at June 27, 2015 , and the effect such obligations are expected to have on the our liquidity and cash flows in future periods. This table excludes amounts already recorded on our Consolidated Balance Sheet as current liabilities at June 27, 2015 :



	Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations:	(in thousands)
Operating lease obligations (1)	$	34,460	$	10,270	$	14,133	$	3,943	$	6,114
Long-term debt obligations (2)	1,001,024		1,024		—		500,000		500,000
Interest payments associated with long-term debt obligations (3)	172,439		29,375		58,750		38,611		45,703
Inventory related purchase obligations (4)	45,260		12,969		20,229		6,173		5,889
Total	$	1,253,183	$	53,638	$	93,112	$	548,727	$	557,706

(1) We lease some facilities under non-cancelable operating lease agreements that expire at various dates through 2029.

(2) Long-term debt represents amounts primarily due for our long-term notes.

(3) Interest payments associated with our long-term notes.

(4) We order some materials and supplies in advance or with minimum purchase quantities. We are obligated to pay for the materials and supplies when received.

Purchase orders for the purchase of the majority of our raw materials and other goods and services are not included above. Our purchase orders generally allow for cancellation without significant penalties. We do not have significant agreements for the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed our expected short-term requirements.

As of June 27, 2015 , our gross unrecognized income tax benefits were $427.6 million which excludes $34.4 million of accrued interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments of these amounts, if any, in individual years due to uncertainties in the timing or outcomes of either actual or anticipated tax audits. As a result, these amounts are not included in the table above.

Off-Balance-Sheet Arrangements

As of June 27, 2015 , we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents, short-term investments and notes payable. See Note 5: “Financial Instruments” in the Notes to Consolidated Financial Statements included in this Annual Report. We do not use derivative financial instruments to hedge the ongoing risk of interest rate volatility. At June 27, 2015 , we maintained a significant portfolio of money market fund investments, which are included in cash and cash equivalents. These money market funds are generally invested only in U.S. government or agency securities and are all available on a daily basis. Our short term investments are in U.S. government securities and our long term notes are all fixed rate securities.

To assess the interest rate risk associated with our investment portfolio, we performed sensitivity analysis for our long term notes as of June 27, 2015 , using a modeling technique that measures the change in the fair values arising from a hypothetical 100 basis points increase in the levels of interest rates across the entire yield curve, with all other variables held constant. The discount rates used were based on the market interest rates in effect at June 27, 2015 . The sensitivity analysis indicated that a hypothetical 100 basis points increase in interest rates would result in a reduction in the fair values of our long term notes, of $50.6 million .

Foreign Currency Risk

We generate less than 1.0% of our revenues in various global markets based on orders obtained in currencies other than the U.S. Dollar. We incur expenditures denominated in non-U.S. currencies, primarily the Philippine Peso associated with our manufacturing activities in the Philippines, and expenditures for sales offices and research and development activities undertaken outside of the U.S. We are exposed to fluctuations in foreign currency exchange rates primarily on orders and accounts receivable from sales in these foreign currencies and cash flows for expenditures in these foreign currencies. We have established risk management strategies designed to reduce the impact of volatility of future cash flows caused by changes in the exchange rate for these currencies. These strategies reduce, but do not entirely eliminate, the impact of currency exchange rates movements. We do not use derivative financial instruments for speculative or trading purposes. We routinely hedge our exposure to certain foreign currencies with various financial institutions in an effort to minimize the impact of certain currency exchange rate fluctuations. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience financial losses.

For derivative instruments that are designated and qualify as cash flow hedges under ASC No. 815- Derivatives and Hedging (“ASC 815”), the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income or loss and reclassified into earnings into the same financial statement line as the item being hedged, and in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized each period in interest and other income (expense), net.

For derivative instruments that are not designated as hedging instruments under ASC 815, gains and losses are recognized each period in interest and other income (expense), net. All derivatives are foreign currency forward contracts to hedge certain foreign currency denominated assets or liabilities. The gains and losses on these derivatives largely offset the changes in the fair value of the assets or liabilities being hedged.

As of June 27, 2015 , we had outstanding foreign currency derivative contracts with a total notional amount of $117.3 million . If overall foreign currency exchange rates appreciated (depreciated) uniformly by 10% against the U.S. dollar, our foreign currency derivative contracts outstanding as of June 27, 2015 would experience a loss (gain) of approximately $5.3 million .

Foreign exchange contracts

The net unrealized gain or loss, if any, is potentially subject to market and credit risk as it represents appreciation (decline) of the hedge position against the spot exchange rates. The net realized and unrealized gains or losses from hedging foreign currency denominated assets and liabilities were immaterial during the fiscal years ended June 27, 2015 and June 28, 2014 .

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item are set forth at the pages indicated in Part IV, Item 15(a) of this Annual Report and incorporated by reference herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 Exchange Act as of June 27, 2015 . 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 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. Based on the evaluation, our management, including our CEO and our CFO, concluded that our disclosure controls and procedures were effective as of June 27, 2015 .

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CEO and CFO and effected by the Company's Board of Directors, management, and others to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management, with the participation of our CEO and our CFO, assessed the effectiveness of our internal control over financial reporting as of June 27, 2015 . Management's assessment of internal control over financial reporting was conducted using the criteria in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that, as of June 27, 2015 , our internal control over financial reporting was effective, in all material respects, based on these criteria. Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, audited the effectiveness of the Company's internal control over financial reporting, as stated within their report which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 27, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Maxim Integrated Products, Inc.

San Jose, California

We have audited the internal control over financial reporting of Maxim Integrated Products, Inc. and subsidiaries (the “Company”) as of June 27, 2015 , based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended June 27, 2015 of the Company and our report dated August 17, 2015 expressed an unqualified opinion on those financial statements and financial statement schedule.

DELOITTE & TOUCHE LLP

San Jose, California

August 17, 2015

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than as follows, the information required by this Item is incorporated by reference from the Company's Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Audit Committee and Audit Committee Financial Expert,” “Proposal 1 - Election of Directors” and Section 16(a) “Beneficial Ownership Reporting Compliance.”

Executive Officers of the Registrant

The following is information regarding our executive officers, including their positions and ages as of June 27, 2015 .



Name	Age	Position
Tunc Doluca	57	President and Chief Executive Officer
Bruce E. Kiddoo	54	Senior Vice President and Chief Financial Officer
David A. Caron	55	Vice President and Chief Accounting Officer
Vivek Jain	55	Senior Vice President, Manufacturing Operations
Edwin Medlin	58	Senior Vice President, General Counsel
Matthew J. Murphy	42	Executive Vice President, Business Units, Sales, and Marketing
Christopher J. Neil	49	Senior Vice President, Maxim Ventures
Steven Yamasaki	60	Vice President, Human Resources

Mr. Doluca has served as a director of Maxim Integrated as well as the President and Chief Executive Officer since January 2007. He joined Maxim Integrated in October 1984 and served as Vice President from 1994 to 2004. He was promoted to Senior Vice President in 2004 and Group President in May 2005. Prior to 1994, he served in a number of integrated circuit development positions.

Mr. Kiddoo joined Maxim Integrated in September 2007 as Vice President of Finance. On October 1, 2008, Mr. Kiddoo was appointed Chief Financial Officer and Principal Accounting Officer of Maxim Integrated and was appointed Senior Vice President in September 2009. Prior to joining Maxim Integrated, Mr. Kiddoo held various positions at Broadcom Corporation, a global semiconductor company, beginning in December 1999. Mr. Kiddoo served as Broadcom’s Corporate Controller and Principal Accounting Officer from July 2002 and served as Vice President from January 2003. He also served as Broadcom’s Acting Chief Financial Officer from September 2006 to March 2007.

Mr. Caron has served as Maxim Integrated’s Corporate Controller since July 2003 and, prior to that, served as Maxim Integrated’s Director of Accounting from December 1998 to July 2003. Mr. Caron was appointed Vice President and Chief Accounting Officer in August 2010. Mr. Caron, who worked at Ernst & Young LLP from 1988 to 1995, is a Certified Public Accountant in the state of California (inactive).

Mr. Jain joined Maxim Integrated in April 2007 as Vice President responsible for our wafer fabrication operations. In June 2009 Mr. Jain was promoted to Senior Vice President with expanded responsibility for managing test and assembly operations in addition to wafer fabrication operations. Prior to joining Maxim Integrated, Mr. Jain was Plant Manager for several years at Intel Corporation's Technology Development and Manufacturing facility in Santa Clara, California responsible for 65nm flash manufacturing/transfer and development of 45nm flash technology. Mr. Jain has published over 30 papers and holds over 10 patents in the field of semiconductor technology.

Mr. Medlin joined Maxim Integrated in November 1999 as Director and Associate General Counsel. He was promoted to Vice President and Senior Counsel in April 2006, was appointed General Counsel in September 2010, and he was promoted to Senior Vice President, and General Counsel in May 2015. Prior to joining Maxim Integrated, he was with the law firm of Ropers, Majeski, Kohn and Bentley between 1987 and 1994 where he held various positions, including director. Between 1994 and 1997, he held the positions of General Counsel, and later, General Manager, at Fox Factory, Inc., a privately held manufacturing company.

Between 1997 and 1999 he held the positions of General Counsel and later, Vice President of Global Sales and Marketing, at RockShox, Inc., a publicly traded corporation.

Mr. Murphy joined Maxim Integrated in July 1994 and was promoted to Vice President in November 2006 and to Senior Vice President in September 2011. In May 2015, Mr. Murphy was promoted to Executive Vice President of Business Units, Sales, and Marketing. Prior to November 2006, he served in a number of business unit and executive management positions.

Mr. Neil joined Maxim Integrated in September 1990, was promoted to Vice President in April 2006, was named Division Vice President in September 2009 and was promoted to Senior Vice President in September 2011. Prior to 2006, he held several engineering and executive management positions. From 2011 to 2015, Mr. Neil created and ran the Company’s Industrial & Medical Solutions Group, focused on providing solutions for healthcare, factory productivity, energy, financial terminals, and security. In May 2015, Mr. Neil was appointed to create and lead the Maxim Ventures, the Company’s venture arm

Mr. Yamasaki joined Maxim Integrated in April 2010 as Vice President of Human Resources. Prior to joining Maxim Integrated, he was Corporate Vice President of Human Resources of Applied Materials from 2008 to 2010, and was Executive Vice President of Human Resources of YRC Worldwide from 2004 to 2008. Before joining YRC Worldwide, Mr. Yamasaki was Vice President of Human Resources at ConAgra Foods Inc. and Honeywell International.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics (the “Code of Ethics”), which applies to all directors and employees, including, but not limited to, our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is designed to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest arising from personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we are required to file with the SEC and in other public communications, (iii) compliance with applicable governmental laws, rules and regulations, (iv) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or group, and (v) accountability for adherence to the Code of Ethics. A copy of the Code of Ethics is available on our website at http://www.maximintegrated.com/company/policy . The contents of our website are not incorporated into this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the Company's Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Report of Compensation Committee” and “Executive Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The information required by this item is incorporated by reference from the Company's Proxy Statement for the 2015 Annual Meeting of Stockholders under the heading “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference from the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Corporate Governance” and “Certain Relationships and Related Transactions.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference from the Company's Proxy Statement for the 2015 Annual Meeting of Stockholders under the headings “Report of the Audit Committee” and “Principal Accountant Fees and Services.”

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed as part of this Report:



		Page
(1)	Financial Statements.	40
	Consolidated Balance Sheets at June 27, 2015 and June 28, 2014	40
	Consolidated Statements of Income for each of the three years in the period ended June 27, 2015	41
	Consolidated Statements of Comprehensive Income for each of the three years in the period ended June 27, 2015	42
	Consolidated Statements of Stockholders' Equity for each of the three years in the period ended June 27, 2015	43
	Consolidated Statements of Cash Flows for each of the three years in the period ended June 27, 2015	44
	Notes to Consolidated Financial Statements	45
	Report of Independent Registered Public Accounting Firm	81
(2)	Financial Statement Schedule.
	The following financial statement schedule is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements.
	Schedule II - Valuation and Qualifying Accounts	82
	All other schedules are omitted because they are not applicable, or because the required information is included in the consolidated financial statements or notes thereto.
(3)	The Exhibits filed as a part of this Report are listed in the attached Index to Exhibits.

(b) Exhibits .

See attached Index to Exhibits.

MAXIM INTEGRATED PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS



	June 27, 2015			June 28, 2014
	(in thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	1,550,965		$	1,322,472
Short-term investments	75,154			49,953

Total cash, cash equivalents and short-term investments	1,626,119			1,372,425
Accounts receivable, net of allowances of $18,286 in 2015 and $17,750 in 2014	278,844			295,828
Inventories	288,474			289,292
Deferred tax assets	77,306			74,597
Other current assets	49,838			54,560

Total current assets	2,320,581			2,086,702
Property, plant and equipment, net	1,090,739			1,331,519
Intangible assets, net	261,652			360,994
Goodwill	511,647			596,637
Other assets	43,765			29,766

TOTAL ASSETS	$	4,228,384		$	4,405,618

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	88,322		$	102,076
Income taxes payable	34,779			20,065
Accrued salary and related expenses	181,360			186,732
Accrued expenses	48,389			64,028
Deferred revenue on shipments to distributors	30,327			25,734

Total current liabilities	383,177			398,635
Long-term debt	1,000,000			1,001,026
Income taxes payable	410,378			362,802
Deferred tax liabilities	90,588			159,879
Other liabilities	54,221			53,365

Total liabilities	1,938,364			1,975,707

Commitments and contingencies (Note 13)

Stockholders' equity:
Preferred stock, $0.001 par value
Authorized: 2,000 shares, issued and outstanding: none	—			—
Common stock, $0.001 par value
Authorized: 960,000 shares
Issued and outstanding: 284,823 in 2015 and 284,441 in 2014	283			285
Additional paid-in capital	27,859			23,005
Retained earnings	2,279,112			2,423,794
Accumulated other comprehensive loss	(17,234		)	(17,173		)

Total stockholders' equity	2,290,020			2,429,911

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	4,228,384		$	4,405,618

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF INCOME



	For the Years Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands, except per share data)

Net revenues	$	2,306,864		$	2,453,663		$	2,441,459
Cost of goods sold	1,034,997			1,068,898			944,892
Gross margin	1,271,867			1,384,765			1,496,567
Operating expenses:
Research and development	521,772			558,168			534,819
Selling, general and administrative	308,065			324,734			324,282
Intangible asset amortization	16,077			17,690			15,525
Impairment of long-lived assets	67,042			11,644			24,929
Impairment of goodwill and intangible assets	93,010			2,580			2,800
Severance and restructuring expenses	30,642			24,902			2,829
Acquisition-related costs	—			6,983			—
Other operating expenses (income), net	(2,021		)	15,773			3,064
Total operating expenses	1,034,587			962,474			908,248
Operating income	237,280			422,291			588,319
Interest and other income (expense), net	8,890			(13,065		)	(18,040		)
Income before provision for income taxes	246,170			409,226			570,279
Provision for income taxes	40,132			54,416			117,970
Income from continuing operations	206,038			354,810			452,309
Income from discontinued operations, net of tax	—			—			2,603
Net income	$	206,038		$	354,810		$	454,912

Earnings per share: Basic
From continuing operations	$	0.73		$	1.25		$	1.55
From discontinued operations	—			—			0.01
Basic	$	0.73		$	1.25		$	1.56

Earnings per share: Diluted
From continuing operations	$	0.71		$	1.23		$	1.51
From discontinued operations	—			—			0.01
Diluted	$	0.71		$	1.23		$	1.52

Shares used in the calculation of earnings per share:
Basic	283,675			283,344			291,835

Diluted	288,949			289,108			298,596

Dividends declared and paid per share	$	1.12		$	1.04		$	0.96

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	For the Years Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands)
Net income	$	206,038		$	354,810		$	454,912
Other comprehensive income, net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $0 in 2015, $13 in 2014, $103 in 2013, respectively	33			77			(179		)
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(92) in 2015, $(195) in 2014, $98 in 2013, respectively	64			993			(808		)
Change in net unrealized gains and losses on cumulative translation adjustment	—			391			—
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(458) in 2015, $1,274 in 2014, $(1,295) in 2013, respectively	369			(4,535		)	1,606
Tax effect of the unrealized exchange gains and losses on long-term intercompany receivables	(527		)	1,648			(932		)
Other comprehensive income (loss), net	(61		)	(1,426		)	(313		)
Total comprehensive income	$	205,977		$	353,384		$	454,599

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
(in thousands)	Shares		Par Value			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity

Balance, June 30, 2012	292,732		$	293		$	—		$	2,553,418		$	(15,434	)	$	2,538,277
Net income	—		—			—			454,912			—			454,912
Other comprehensive income (loss), net	—		—			—			—			(313		)	(313		)
Repurchase of common stock	(12,761	)	(13		)	(170,464		)	(204,658		)	—			(375,135		)
Net issuance of restricted stock units	2,127		2			(29,044		)	—			—			(29,042		)
Stock options exercised	3,922		4			71,338			—			—			71,342
Stock based compensation	—		—			83,678			—			—			83,678
Tax benefit on settlement of equity instruments	—		—			8,197			—			—			8,197
Common stock issued under Employee Stock Purchase Plan	1,600		2			36,295			—			—			36,297
Dividends declared and paid	—		—			—			(280,215		)	—			(280,215		)
Balance, June 29, 2013	287,620		$	288		$	—		$	2,523,457		$	(15,747	)	$	2,507,998
Net income	—		—			—			354,810			—			354,810
Other comprehensive income (loss), net	—		—			—			—			(1,426		)	(1,426		)
Repurchase of common stock	(10,424	)	(10		)	(145,006		)	(160,298		)	—			(305,314		)
Net issuance of restricted stock units	1,992		2			(31,386		)	—			—			(31,384		)
Stock options exercised	3,569		3			69,636			—			—			69,639
Stock based compensation	—		—			85,324			—			—			85,324
Tax shortfall on settlement of equity instruments	—		—			(68		)	—			—			(68		)
Substitution of stock-based compensation awards in connection with acquisition	—		—			1,698			—			—			1,698
Common stock issued under Employee Stock Purchase Plan	1,684		2			42,807			—			—			42,809
Dividends declared and paid	—		—			—			(294,175		)	—			(294,175		)
Balance, June 28, 2014	284,441		$	285		$	23,005		$	2,423,794		$	(17,173	)	$	2,429,911
Net income	—		—			—			206,038			—			206,038
Other comprehensive income (loss), net	—		—			—			—			(61		)	(61		)
Repurchase of common stock	(6,210	)	(6		)	(162,271		)	(32,811		)	—			(195,088		)
Net issuance of restricted stock units	1,792		—			(27,793		)	—			—			(27,793		)
Stock options exercised	3,169		3			58,584			—			—			58,587
Stock based compensation	—		—			79,381			—			—			79,381
Tax benefit on settlement of equity instruments	—		—			8,155			—			—			8,155
Modification of liability to equity instruments	—		—			7,848			—			—			7,848
Common stock issued under Employee Stock Purchase Plan	1,631		1			40,950			—			—			40,951
Dividends declared and paid	—		—			—			(317,909		)	—			(317,909		)
Balance, June 27, 2015	284,823		$	283		$	27,859		$	2,279,112		$	(17,234	)	$	2,290,020

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	For the Years Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands)
Cash flows from operating activities:
Net income	$	206,038		$	354,810		$	454,912
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation	79,491			85,452			83,808
Depreciation and amortization	299,396			244,593			207,136
Deferred taxes	(72,507		)	(32,159		)	25,372
In process research and development written-off	8,900			2,580			2,800
Loss (gain) from sale of property, plant and equipment	419			2,187			(1,156		)
Tax benefit (shortfall) on settlement of equity instruments	8,155			(68		)	8,197
Excess tax benefit from stock-based compensation	(12,549		)	(14,192		)	(18,923		)
Impairment of long-lived assets	67,010			11,644			24,929
Impairment of goodwill	84,110			—			—
Impairment of investments in privately-held companies	94			10,260			700
Loss (gain) on sale of business	(35,849		)	—			(3,285		)
Changes in assets and liabilities:
Accounts receivable	16,984			13,340			32,023
Inventories	2,163			20,672			(35,245		)
Other current assets	(8,783		)	45,557			(21,233		)
Accounts payable	(4,201		)	(11,255		)	(32,510		)
Income taxes payable	62,350			54,492			70,156
Deferred revenue on shipments to distributors	4,593			(823		)	277
All other accrued liabilities	(12,108		)	(10,983		)	19,977
Net cash provided by (used in) operating activities	693,706			776,107			817,935

Cash flows from investing activities:
Purchases of property, plant and equipment	(75,816		)	(132,523		)	(216,672		)
Proceeds from sale of property, plant, and equipment	29,035			5,293			19,196
Proceeds from sale of property, plant and equipment through note receivable	—			—			10,786
Payments in connection with business acquisitions, net of cash acquired	—			(459,256		)	(2,767		)
Proceeds from sale of business	35,550			—			—
Purchases of available-for-sale securities	(25,142		)	(49,953		)	—
Purchases of privately-held companies securities	(200		)	—			(500		)
Proceeds from sale of investments in privately-held companies	500			—			585
Proceeds from maturity of available-for-sale securities	—			27,000			50,000
Net cash provided by (used in) investing activities	(36,073		)	(609,439		)	(139,372		)

Cash flows from financing activities
Excess tax benefit from stock-based compensation	12,549			14,192			18,923
Contingent consideration paid	—			(4,705		)	(13,781		)
Repayment of notes payable	(437		)	(4,708		)	(303,500		)
Issuance of debt	—			497,895			494,395
Debt issuance cost	—			(3,431		)	(3,921		)
Net issuance of restricted stock units	(27,793		)	(31,384		)	(29,042		)
Proceeds from stock options exercised	58,587			69,639			71,342
Issuance of common stock under employee stock purchase program	40,951			42,809			36,297
Repurchase of common stock	(195,088		)	(305,314		)	(375,135		)
Dividends paid	(317,909		)	(294,175		)	(280,215		)
Net cash provided by (used in) financing activities	(429,140		)	(19,182		)	(384,637		)

Net increase (decrease) in cash and cash equivalents	228,493			147,486			293,926
Cash and cash equivalents:
Beginning of year	1,322,472			1,174,986			881,060
End of year	$	1,550,965		$	1,322,472		$	1,174,986

Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the year for income taxes	$	40,500		$	(6,455	)	$	19,080
Cash paid for interest	29,410			22,861			10,624

Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	4,921		$	14,474		$	16,825
Modification of liability to equity instruments	$	7,848		$	—		$	—

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF OPERATIONS

Maxim Integrated Products, Inc. (“Maxim Integrated”, the “Company,” “we,” “us” or “our”), incorporated in Delaware, 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 Company also provides a range of high-frequency process technologies and capabilities for use in custom designs. The analog market is fragmented and characterized by diverse applications and a great number of product variations with varying product life cycles. Maxim Integrated is a global company with manufacturing facilities in the United States, testing facilities in the Philippines and Thailand, and sales and circuit design offices throughout the world. Integrated circuit assembly is performed by foreign assembly subcontractors, located in countries throughout Asia, where wafers are separated into individual integrated circuits and assembled into a variety of packages. The major end-markets the Company's products are sold in are the automotive, communications and data center, computing, consumer and industrial markets.

The Company has a 52-to-53-week fiscal year that ends on the last Saturday of June. Accordingly, every fifth or sixth year will be a 53-week fiscal year. Fiscal year 2015 , 2014 , and 2013 were 52-week fiscal years (ended on June 27, 2015 , June 28, 2014 , and June 29, 2013 , respectively).

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, inventory valuation, reserves relating to litigation matters, assumptions about the fair value of reporting units, 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.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Cash Equivalents and Short-term Investments

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of demand accounts and money market funds. Short-term investments consist primarily of U.S. treasury debt securities with original maturities beyond three months at the date of purchase.

The Company's short-term investments are considered available-for-sale. Such securities are carried at fair market value based on market quotes and other observable inputs. Unrealized gains and losses, net of tax, on securities in this category are reported as equity in the Consolidated Statement of Comprehensive Income. Realized gains and losses on sales of investment securities are determined based on the specific identification method and are included in Interest and other income (expense), net in the Consolidated Statements of Income.

Derivative Instruments

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso associated with the Company's manufacturing activities in the Philippines, and expenditures for sales offices and research and development activities undertaken outside of the U.S. The Company is exposed to fluctuations in foreign currency exchange rates primarily on orders and accounts receivable from sales in these foreign currencies and cash flows for expenditures in these foreign currencies. The

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company has established risk management strategies designed to reduce the impact of volatility of future cash flows caused by changes in the exchange rate for these currencies. These strategies reduce, but do not entirely eliminate, the impact of currency exchange rates movements.

Currency forward contracts are used to offset the currency risk of non-U.S. dollar-denominated assets and liabilities. The Company typically enters into currency forward contracts to hedge exposures associated with its expenditures denominated in Philippine Pesos and South Korean Won. The Company enters into contracts for its accounts receivable and backlog denominated in Japanese Yen, British Pound and Euro. Changes in fair value of the underlying assets and liabilities are generally offset by the changes in fair value of the related currency forward contract.

The Company uses currency forward contracts to hedge exposure to variability in anticipated non-U.S. dollar denominated cash flows. These contracts are designated as cash flow hedges and recorded on the Consolidated Balance Sheets at their fair market value. The maturities of these instruments are generally less than six months . For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss) and reported within the Consolidated Statements of Comprehensive Income. These amounts have been reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments that are not designated as hedging instruments, gains and losses are recognized immediately in “Interest income (expense) and other, net” in the Consolidated Statements of Income.

Fair Value of Financial Instruments

The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. See Note 5: “Financial Instruments” of these Notes to Consolidated Financial Statements for a further discussion on fair value of financial instruments.

Inventories

Inventories are stated at the lower of (i) standard cost, which approximates actual cost on a first-in-first-out basis, or (ii) market value. The Company's standard cost revision policy is to continuously monitor manufacturing variances and revise standard costs on a quarterly basis. Because of the cyclical nature of the market, inventory levels, obsolescence of technology, and product life cycles, the Company generally writes down inventories to net realizable value based on forecasted product demand.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is primarily computed on the straight-line method over the estimated useful lives of the assets, which range from 2 to 15 years for machinery and equipment and up to 40 years for buildings and building improvements. Leasehold improvements are amortized over the lesser of their useful lives or the remaining term of the related lease. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization is removed from the accounts and any resulting gain or loss is reflected in the Consolidated Statements of Income in the period recognized. The classification is based mainly on whether the asset is operating or not.

The Company evaluates the recoverability of property, plant and equipment in accordance with Accounting Standards Codification (“ASC”) No. 360, Accounting for the Property, Plant, and Equipment . (“ASC 360”). The Company performs periodic reviews to determine whether facts and circumstances exist that would indicate that the carrying amounts of property, plant and equipment exceeds their fair values. If facts and circumstances indicate that the carrying amount of property, plant and equipment might not be fully recoverable, projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives are compared against their respective carrying amounts. In the event that the projected undiscounted cash flows are not sufficient to recover the carrying value of the assets, the assets are written down to their estimated fair values based on their expected discounted future cash flows attributable to those assets. All long-lived assets classified as held for sale are reported at the lower of carrying amount or fair market value, less expected selling costs.

During the second quarter of fiscal year 2015, the Company tested the recoverability of the long-lived assets (other than goodwill) associated with the Sensing Solutions business unit and concluded that existing Property, plant and equipment, net was impaired by $45.2 million . The Company reached its conclusion regarding the asset impairment after determining that the undiscounted cash flows fell below the net book value of the net assets of the Sensing Solutions reporting unit (the asset group). As a result, the Company reduced the assets to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets and Goodwill

The Company accounts for intangible assets in accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”). The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

Intangible asset reviews are performed when indicators exist that could indicate the carrying value may not be recoverable based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate consistent with the guidance provided in FASB Concepts Statement No. 7, Using Cash Flow Information and Present Value in Accounting Measurements . Impairment is based on the excess of the carrying amount over the fair value of those assets. During fiscal years 2015 , 2014 and 2013 , the Company recorded impairment of intangible assets of $8.9 million , $2.6 million and $2.8 million , respectively, related to write-offs of acquired In-process research and development (“IPR&D”).

Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. In accordance with ASC 350, the Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis or more frequently if the Company believes indicators of impairment exist. During the fourth quarter of fiscal year 2015, the Company changed its annual goodwill impairment testing date from the first quarter to the fourth quarter of each year. This change ensures the completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing procedures with year-end financial reporting and annual long-range plan and forecasting process. This change does not accelerate, delay, avoid, or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company's reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as the market approach which includes the guideline company method. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill.

The Company performed the annual goodwill impairment analysis during the first quarter of fiscal year 2015 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. During the second quarter of fiscal 2015 , goodwill for the Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million . The impairment was the result of the Company’s decision during the second quarter of fiscal 2015 to exit certain market offerings that have competitive dynamics which are no longer consistent with the Company’s business objectives. The Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment. The Company estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to achieve the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.

No other indicators or instances of impairment were identified during fiscal year 2015 . No impairment charges were recorded associated with the Company's goodwill during fiscal years 2014 and 2013 .

Product Warranty

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a credit to the customer’s account. In addition, the Company may consider its relationship with the customer when reviewing product claims. In limited circumstances and for strategic customers in certain unique industries and applications, the Company's product warranty may extend for up to five years, and may also include financial responsibility, such as the payment of monetary compensation to reimburse a customer for its financial losses above and beyond repairing or replacing the product or crediting the customer’s account should the product not meet the Company’s specifications and losses and/or damages results from the defective product.

Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a material increase in the rate of customer claims compared with the Company's historical experience or if the Company's estimates of probable losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales. The short-term and long-term portions of the product warranty liability are included within the balance sheet captions Accrued expenses and Other liabilities, respectively, in the accompanying Consolidated Balance Sheets. For more details please refer to Note 13: “Commitments and Contingencies” of these Notes to the Consolidated Financial Statements.

Retirement Benefits

The Company provides medical benefits to certain former and current employees pursuant to certain retirement agreements. The Company also provides retirement benefits to Philippines employees and to certain other employees in other countries. These benefits to individuals are accounted for pursuant to a documented plan under ASC No. 715, Compensation- Retirement Benefits (“ASC 715”) . Unrecognized actuarial gains and losses and prior service cost are amortized on straight-line basis over the remaining estimated service period of participants. The measurement date for the plan is fiscal year end.

Income Taxes

The Company accounts for income taxes using an asset and liability approach as prescribed in ASC 740-10, Income Taxes (“ASC 740-10”). The Company records the amount of taxes payable or refundable for the current and prior years and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement framework for the financial statement reporting and disclosure of an income tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax position is recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the recognition threshold is then measured to determine the largest amount of the benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes in the Consolidated Statements of Income.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws across multiple tax jurisdictions. Although ASC 740-10 provides clarification on the accounting for uncertainty in income taxes recognized in the financial statements, the recognition threshold and measurement framework will continue to require significant judgment by management. Resolution of these uncertainties in a manner inconsistent with the Company's expectations could have a material impact on the Company's results of operations.

Revenue Recognition

The Company recognizes revenue for sales to direct customers and sales to certain distributors upon shipment, provided that persuasive evidence of a sales arrangement exists, the price is fixed or determinable, title and risk of loss has transferred, collectability of the resulting receivable is reasonably assured, there are no customer acceptance requirements and the Company does not have any significant post-shipment obligations. Estimated returns for sales to direct customers and certain distributors are based on historical returns rates applied against current period gross revenues. Specific customer returns and allowances are considered within this estimate.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

distributors to return a small portion of the Company's products in their inventory based on their previous purchases. Given the uncertainties associated with the levels of non-warranty product returns, sales price rebates and price protection that could be issued to certain distributors, the Company defers recognition of such revenue and related cost of goods sold until receipt of notification from these distributors that product has been sold to their end-customers.

Accounts receivable from direct customers and distributors (excluding those distributors discussed in the immediately preceding paragraph) are recognized and inventory is relieved upon shipment as title to inventories generally transfers upon shipment, at which point the Company has a legally enforceable right to collection under normal terms. Accounts receivable related to consigned inventory is recognized when the customer takes title to such inventory from its consigned location, at which point inventory is relieved, title transfers, and the Company has a legally enforceable right to collection under the terms of the Company's agreement with the related customers.

The Company estimates potential future returns and sales allowances related to current period product revenue. Management analyzes historical returns, changes in customer demand and acceptance of products when evaluating the adequacy of returns and sales allowances. Estimates made by the Company may differ from actual returns and sales allowances. These differences may materially impact reported revenue and amounts ultimately collected on accounts receivable. Historically, such differences have not been material. At June 27, 2015 , June 28, 2014 , and June 29, 2013 the Company had $17.4 million , $16.2 million , and $12.4 million reserved for returns and allowances against accounts receivable, respectively. During fiscal years 2015 , 2014 and 2013 , the Company recorded $81.5 million , $75.3 million and $65.7 million for estimated returns and allowances against revenues, respectively. These amounts were offset by $80.2 million , $71.6 million and $64.6 million actual returns and allowances given during fiscal years 2015 , 2014 and 2013 , respectively.

Related Party Transactions

A member of the Company's board of directors is also a member of the board of directors of Flextronics International Ltd. During the fiscal years ended June 27, 2015 , June 28, 2014 , and June 29, 2013 , the Company sold approximately $60.4 million , $68.1 million , and $57.7 million , respectively, in products to Flextronics International Ltd., a contract manufacturer, in the ordinary course of its business.

Research and Development Costs

Research and development costs are expensed as incurred. Such costs consist primarily of expenditures for labor and benefits, masks, prototype wafers and depreciation.

Shipping Costs

Shipping costs billed to customers are included in net revenues and the related shipping costs are included in cost of goods sold in the Consolidated Statements of Income.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date, based on the fair value of the awards ultimately expected to vest and is recognized as an expense, on a straight-line basis, over the requisite service period. ASC 718 also requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures or vesting differ from those estimates. Such revisions could have a material effect on the Company's operating results.

The Company uses the Black-Scholes valuation model to measure the fair value of its stock options utilizing various inputs with respect to expected holding period, risk-free interest rates, stock price volatility and dividend yield. The assumptions the Company uses in the valuation model are based on subjective future expectations combined with management judgment. If any of the assumptions used in the Black-Scholes model changes, stock-based compensation for future awards may differ materially compared to the awards granted previously.

The Company uses the Monte Carlo simulation model to measure the fair value of its market stock units on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

Restructuring

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Post-employment benefits accrued for workforce reductions related to restructuring activities in the United States are accounted for under ASC No. 712, Compensation-Nonretirement Postemployment Benefits (“ASC 712”). A liability for post-employment benefits is recorded when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated. In accordance with ASC No. 420, Exit or Disposal Cost Obligations , generally costs associated with restructuring activities initiated outside the United States have been recognized when they are incurred.

The Company continually evaluates the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company believes that these estimates accurately reflect the costs of its restructuring plans, actual results may differ, thereby requiring the Company to record additional provisions or reverse a portion of such provisions.

Foreign Currency Translation and Remeasurement

The U.S. dollar is the functional currency for the Company's foreign operations. Using the U.S. dollar as the functional currency, monetary assets and liabilities are remeasured at the year-end exchange rates. Certain non-monetary assets and liabilities are remeasured using historical rates. Statements of Consolidated Income are remeasured at the average exchange rates during the year. Foreign exchange gains and losses as recorded in the Consolidated Statements of Income for all periods presented were not material.

Earnings Per Share

Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share incorporate the potentially dilutive incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of outstanding restricted stock units and market stock units, and the assumed issuance of common stock under the stock purchase plan. The number of incremental shares from the assumed issuance of stock options is calculated by applying the treasury stock method. See Note 7: “Earnings Per Share” of these Notes to Consolidated Financial Statements.

Litigation and Contingencies

From time to time, the Company receives notices that its products or manufacturing processes may be infringing the patent or other intellectual property rights of others, notices of stockholder litigation or other lawsuits or claims against the Company. The Company periodically assesses each matter in order to determine if a contingent liability in accordance with ASC 450 should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. The Company expenses legal fees associated with consultations and defense of lawsuits as incurred. Based on the information obtained, combined with management's judgment regarding all of the facts and circumstances of each matter, the Company determines whether a contingent loss is probable and whether the amount of such loss can be estimated. Should a loss be probable and estimable, the Company records a contingent loss in accordance with ASC 450. In determining the amount of a contingent loss, the Company takes into consideration advice received from experts in the specific matter, current status of legal proceedings, settlement negotiations which may be ongoing, prior case history and other factors. Should the judgments and estimates made by management be incorrect, the Company may need to record additional contingent losses that could materially adversely impact its results of operations. Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does not occur, the contingent loss recorded would be reversed thereby favorably impacting the Company's results of operations.

Pursuant to the Company's charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its current officers and directors, as well as certain former officers and directors. Pursuant to such obligations, the Company has incurred substantial expenses related to legal fees and expenses to certain former officers of the Company subject to civil charges by the SEC in connection with Maxim Integrated's historical stock option granting practices. The Company has also incurred substantial expenses related to legal fees and expenses advanced to certain current and former officers and directors who were defendants in the civil actions described above. The Company expenses such amounts as incurred.

Concentration of Credit Risk

Due to the Company's credit evaluation and collection process, bad debt expenses have not been significant. Credit risk with respect to trade receivables is limited because a large number of geographically diverse customers make up the Company's customer base, thus spreading the credit risk. The Company derived approximately 36% of its fiscal year 2015 revenue from sales made through distributors which includes distribution sales to Samsung and catalog distributors. The Company's primary distributor is Avnet Electronics (“Avnet”). Avnet, like the Company's other distributors, is not an end customer, but rather serves as a channel of sale to many end users of the Company's products. Avnet accounted for 19% , 17% and 14% of revenues in fiscal years 2015 ,

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2014 and 2013 , respectively, and 18% and 15% of accounts receivable in fiscal years 2015 and 2014 , respectively. Sales to Samsung, the Company's largest single end customer (through direct sales and distributors), accounted for approximately 15% , 20% and 28% of net revenues in fiscal years 2015 , 2014 and 2013 , respectively, and 20% of accounts receivable as of June 27, 2015 and June 28, 2014 . No other customer accounted for more than 10% of the Company's revenues in the fiscal year ended 2015 , 2014 , and 2013 , and no other customer accounted for more than 10% of the Company's accounts receivable in fiscal years 2015 and 2014 .

The Company maintains cash, cash equivalents, and short-term investments with various high credit quality financial institutions, limits the amount of credit exposure to any one financial institution or instrument, and is exposed to credit risk in the event of default by these institutions to the extent of amounts recorded at the balance sheet date. To date, the Company has not incurred losses related to these investments.

Concentration of Other Risks

The semiconductor industry is characterized by rapid technological change, competitive pricing pressures, and cyclical market patterns. The Company's results of operations are affected by a wide variety of factors, including general economic conditions, both in the United States and abroad; economic conditions specific to the semiconductor industry and to the analog and mixed signal portion of that industry; demand for the Company's products; the timely introduction of new products; implementation of new manufacturing technologies; manufacturing capacity; the ability to manufacture efficiently; the availability of materials, supplies, machinery and equipment; competition; the ability to safeguard patents and other intellectual property in a rapidly evolving market; and reliance on assembly and, to a small extent, wafer fabrication subcontractors and on independent distributors and sales representatives. As a result, the Company may experience substantial period-to-period fluctuations in future operating results due to the factors mentioned above or other factors.

Recently Issued Accounting Pronouncements

(i) New Accounting Updates Recently Adopted

In the first quarter of fiscal year 2015, the Company adopted Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740)-Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists , which requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Consolidated Balance Sheets. The adoption of this standard did not have a material impact on the Company’s Consolidated Balance Sheets.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU No. 2014-08 redefines discontinued operations as disposals representing a strategic shift in operations and having a major effect on the organization’s operations and financial results. The Company early adopted this accounting standard update in the fourth quarter of fiscal year 2015. During fiscal year 2015, the Company recognized a gain of $35.8 million recorded in interest and other expense (income), net, for the sale of the Company's Touch business which did not meet the criteria of discontinued operations under this accounting standard.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 uses a five-step model to determine revenue recognition in contracts with customers. The Company is currently evaluating the potential impact of this standard on its financial statements. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest . ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Under the new guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is effective for the Company beginning in the first quarter of fiscal year 2017 and early adoption is permitted in an interim period with any adjustments reflected as of the beginning of the fiscal year that includes that interim period. The guidance is not expected to have a significant impact to the Company's consolidated financial statements.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3: BALANCE SHEET COMPONENTS

Inventories consist of:



	June 27, 2015		June 28, 2014
Inventories:	(in thousands)
Raw materials	$	12,932	$	14,774
Work-in-process	199,716		188,198
Finished goods	75,826		86,320
	$	288,474	$	289,292

Property, plant and equipment, net, consist of:



	June 27, 2015			June 28, 2014
Property, plant and equipment:	(in thousands)
Land	$	45,040		$	62,093
Buildings and building improvements	338,394			378,477
Machinery and equipment	1,970,819			2,134,813
	2,354,253			2,575,383
Less: accumulated depreciation and amortization	(1,263,514		)	(1,243,864		)
	$	1,090,739		$	1,331,519

The Company recorded $209.0 million , $160.7 million and $156.2 million of depreciation expense in fiscal years 2015 , 2014 and 2013 , respectively. Fiscal year 2015 included $51.5 million of accelerated depreciation relating to the San Jose wafer fabrication facility shut down which is estimated to be completed in the first quarter of the fiscal year ending June 25, 2016.

Accrued salary and related expenses consist of:



	June 27, 2015		June 28, 2014
Accrued salary and related expenses:	(in thousands)
Accrued bonus	$	86,506	$	88,192
Accrued vacation	36,906		43,528
Accrued salaries	16,572		18,242
Accrued severance and post-employment benefits	25,136		12,192
Accrued fringe	6,007		6,895
Other	10,233		17,683
	$	181,360	$	186,732

Accrued expenses consist of:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	June 27, 2015		June 28, 2014
Accrued expenses:	(in thousands)
Accrued warranty and self-insurance	$	10,882	$	14,125
Accrued contract settlement	10,691		10,691
Accrued interest	6,660		6,660
Other	20,156		32,552
	$	48,389	$	64,028

NOTE 4: 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 bills, 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. As a result, the Company has classified these investments as Level 2 in the fair value hierarchy.

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 liabilities consist of contingent consideration liability related to certain prior years' acquisitions.

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



	As of June 27, 2015								As of June 28, 2014
	Fair Value								Fair Value
	Measurements Using						Total Balance		Measurements Using						Total Balance
	Level 1		Level 2		Level 3		Total Balance		Level 1		Level 2		Level 3		Total Balance
	(in thousands)
Assets
Money market funds (1)	$	1,156,239	$	—	$	—	$	1,156,239	$	971,868	$	—	$	—	$	971,868
U.S. treasury bills (2)	—		75,154		—		75,154		—		49,953		—		49,953
Foreign currency forward contracts (3)	—		679		—		679		—		316		—		316
Total Assets	$	1,156,239	$	75,833	$	—	$	1,232,072	$	971,868	$	50,269	$	—	$	1,022,137

Liabilities
Foreign currency forward contracts (4)	$	—	$	613	$	—	$	613	$	—	$	438	$	—	$	438
Contingent Consideration (4)	—		—		—		—		—		—		3,215		3,215
Total Liabilities	$	—	$	613	$	—	$	613	$	—	$	438	$	3,215	$	3,653

(1) Included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.

(2) Included in Short-term investments in the accompanying Consolidated Balance Sheets.

(3) Included in Other current assets in the accompanying Consolidated Balance Sheets.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) Included in Accrued expenses in the accompanying Consolidated Balance Sheets.

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the fiscal years ended June 27, 2015 and June 28, 2014 :



Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)

	June 27, 2015			June 28, 2014
Contingent Consideration	(in thousands)
Beginning balance	$	3,215		$	8,577
Total gains or losses (realized and unrealized):
Included in earnings	384			1,739
Payments	(3,599		)	(7,101		)
Ending balance	$	—		$	3,215

Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	—		$	1,739

The balance of the contingent consideration from prior year acquisitions was paid out during the year ended June 27, 2015 reducing the balance of this Level 3 instrument to $0 as of June 27, 2015 .

In prior years, the valuation of contingent consideration was based on a probability weighted earnout model which relied primarily on estimates of milestone achievements and discount rates applicable for the period expected payout. The most significant unobservable input used in the determination of estimated fair value of contingent consideration was the estimates on the likelihood of milestone achievements, which directly correlated to the fair value recognized in the Consolidated Balance Sheets.

The fair value of this liability was estimated quarterly by management based on inputs received from the Company's engineering and finance personnel. The determination of the milestone achievement is performed by the Company's business units and reviewed by the accounting department. Potential valuation adjustments are made as the progress toward achieving milestones becomes determinable, with the impact of such adjustments being recorded to Other operating expenses (income), net in the Consolidated Statements of Income.

During the fiscal years ended June 27, 2015 and June 28, 2014 , 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 June 27, 2015 and June 28, 2014 other than impairments of Long-Lived assets. For details, please refer to Note 10: “Impairment of long-lived assets”.

NOTE 5: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:



	June 27, 2015								June 28, 2014
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
	(in thousands)
Available-for-sale investments
U.S. treasury bills	$	75,022	$	132	$	—	$	75,154	$	49,853	$	100	$	—	$	49,953
Total available-for-sale investments	$	75,022	$	132	$	—	$	75,154	$	49,853	$	100	$	—	$	49,953

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the fiscal years ended June 27, 2015 and June 28, 2014 , the Company did not recognize any impairment charges on short-term investments. The U.S. treasury bills have maturity dates between May 15, 2016 and September 15, 2016.

Derivative instruments and hedging activities

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 ASC 815 Derivatives and Hedging . As of June 27, 2015 and June 28, 2014 , respectively, the notional amounts of the forward contracts the Company held to purchase other international currencies in exchange of U.S. Dollars were $54.2 million and $60.6 million , respectively, and the notional amounts of forward contracts the Company held to sell other international currencies in exchange of U.S. Dollars were $3.7 million and $0.8 million , respectively.

Derivatives not designated as hedging instruments

As of June 27, 2015 and June 28, 2014 , respectively, the notional amounts of the forward contracts the Company held to purchase other international currencies in exchange of U.S. Dollars were $31.1 million and $31.4 million , respectively, and the notional amounts of forward contracts the Company held to sell other international currencies in exchange of U.S. Dollars were $28.2 million and $48.9 million , respectively. The fair values of outstanding foreign currency forward contracts and amounts included in the Consolidated Statements of Income were not material for the fiscal years ended June 27, 2015 and June 28, 2014 .

Long-term debt

The following table summarizes the Company's long-term debt:



	June 27, 2015			June 28, 2014
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000		$	500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Notes denominated in Euro
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 30, 2014	—			372
Term fixed rate notes (2.0%) due up to September 30, 2015	1,024			1,026
Total	1,001,024			1,001,398
Less: Current portion	(1,024		)	(372		)
Total long-term debt	$	1,000,000		$	1,001,026

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. The net proceeds of this offering were approximately $494.5 million , after issuing at a discount and deducting paid expenses, and are included in the financing activities in the Consolidated Statements of Cash Flows.

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

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

this offering were approximately $490.0 million , after issuing at a discount and deducting paid expenses, and are included in the financing activities in the Consolidated Statement of Cash Flows.

The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, 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 2023 Notes or the 2018 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 (inclusive of interest expense) are being amortized to Interest and other income (expense), net in the Consolidated Statements of Income over the life of the notes. Interest expense associated with the notes was $29.4 million and $24.7 million during the years ended June 27, 2015 and June 28, 2014 , respectively. Interest expense associated with the discount was $2.0 million and $1.1 million during the fiscal years ended June 27, 2015 and June 28, 2014 , respectively.

The estimated fair value of the Company's debt was approximately $992 million as of June 27, 2015 . 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 $32.5 million , $27.0 million , and $16.4 million during the fiscal years ended June 27, 2015 , June 28, 2014 , and June 29, 2013 , respectively.

Credit Facility

The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019 . The facility fee is at a rate per annum that varies based on the Company's index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company's index debt rating. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3 to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1 . As of June 27, 2015 , the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

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 6: STOCK-BASED COMPENSATION

At June 27, 2015 , 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, nonstatutory stock options, restricted stock units (“RSUs”), 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 ten 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 converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period.

MSUs granted to employees typically vest ratably over a two to four-year 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. 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, (the “SPDR S&P”).

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Consolidated Statements of Income for fiscal years 2015 , 2014 and 2013 :



	For the Year Ended
	June 27, 2015
	Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	1,391	$	8,226	$	2,257	$	11,874
Research and development	4,783		31,899		5,375		42,057
Selling, general and administrative	3,863		19,414		2,283		25,560
Pre-tax stock-based compensation expense	$	10,037	$	59,539	$	9,915	$	79,491
Less: income tax effect							14,131
Net stock-based compensation expense							$	65,360



	For the Year Ended
	June 28, 2014
	Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	1,650	$	8,466	$	2,132	$	12,248
Research and development	8,676		31,548		5,452		45,676
Selling, general and administrative	5,486		19,734		2,308		27,528
Pre-tax stock-based compensation expense	$	15,812	$	59,748	$	9,892	$	85,452
Less: income tax effect							15,245
Net stock-based compensation expense							$	70,207



	For the Year Ended
	June 29, 2013
	Stock Options		Restricted Stock Units and Other Awards		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	1,532	$	8,862	$	2,210	$	12,604
Research and development	7,230		31,475		5,441		44,146
Selling, general and administrative	5,331		19,523		2,204		27,058
Pre-tax stock-based compensation expense	$	14,093	$	59,860	$	9,855	$	83,808
Less: income tax effect							14,745
Net stock-based compensation expense							$	69,063

The expenses included in the Consolidated Statements of Income related to Restricted Stock Units and Other Awards include expenses related to Market Stock Units of $1.7 million , $1.5 million and $0.8 million for fiscal years 2015 , 2014 and 2013 , respectively.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

The fair value of options granted to employees under the Company’s Amended and Restated 1996 Stock Incentive Plan is estimated on the date of grant using the Black-Scholes option valuation model.

Expected volatilities are based on the historical volatilities from the Company’s traded common stock over a period equal to the expected term. The Company is utilizing the simplified method to estimate expected holding periods. The risk-free interest rate is based on the U.S. Treasury yield. The Company determines the dividend yield by dividing the annualized dividends per share by the prior quarter’s average stock price. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The fair value of options granted to employees in fiscal years 2015 , 2014 and 2013 has been estimated at the date of grant using the Black-Scholes option valuation model and the following weighted-average assumptions:



	Stock Options For the Year Ended (1)
	June 27, 2015		June 28, 2014		June 29, 2013
Expected holding period (in years)	4.8		5.3		5.3
Risk-free interest rate	1.6	%	1.4	%	0.7	%
Expected stock price volatility	26.7	%	34.6	%	37.7	%
Dividend yield	3.2	%	3.2	%	3.3	%

(1) Table excludes impact from assumptions used in valuing the Volterra substitute options granted on October 1, 2013 based on an expected holding period of 3.8 years, risk-free interest rate of 1.0% , expected stock price volatility of 27.5% and dividend yield of 3.4% .

The weighted-average fair value of stock options granted was $5.56 , $7.36 and $6.69 per share for fiscal years 2015 , 2014 and 2013 , respectively.

At June 27, 2015 , the Company had 26.4 million shares of its common stock available for issuance to employees and other option recipients under its 1996 Stock Incentive Plan.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of June 27, 2015 and their activity during fiscal years 2015 , 2014 and 2013 :

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Options			Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (1)
	Number of Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (1)
Balance at June 30, 2012	24,234,994		$25.20
Options Granted	2,788,088		27.47
Options Exercised	(3,919,847	)	18.17
Options Cancelled	(3,021,896	)	31.10

Balance at June 29, 2013	20,081,339		26.00
Options Granted	3,638,729		27.30
Options Exercised	(3,568,775	)	18.60
Options Cancelled	(3,987,649	)	34.86

Balance at June 28, 2014	16,163,644		25.74
Options Granted	63,584		32.22
Options Exercised	(3,168,704	)	18.39
Options Cancelled	(2,885,508	)	33.62

Balance at June 27, 2015	10,173,016		25.83	3.2	$	90,549,038

Exercisable at June 27, 2015	5,044,473		$24.63	1.8	$	52,594,028

Vested and expected to vest, June 27, 2015	9,851,208		$25.75	3.1	$	87,716,577


(1)	Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company's common stock on June 26, 2015, the last business day preceding the fiscal year end, multiplied by the number of option outstanding, exercisable or vested and expected to vest as of June 27, 2015 .

The following table summarizes information about stock options that were outstanding and exercisable at June 27, 2015 :



	Outstanding Options			Options Exercisable
Range of Exercise Prices	Number Outstanding at June 27, 2015	Weighted Average Remaining Contractual Term (In years)	Weighted Average Exercise Price	Number Exercisable at June 27, 2015	Weighted Average Exercise Price
$12.00 - $20.00	2,341,984	1.9	$16.97	2,236,731	$16.85
$20.01 - $30.00	6,206,889	4.2	$26.37	1,349,151	$24.14
$30.01 - $40.00	1,526,240	1.1	$36.19	1,360,688	$36.64
$40.01 - $51.00	97,903	0.2	$42.05	97,903	$42.05
	10,173,016			5,044,473

During fiscal year 2015 , the Company granted less than 0.1 million stock options from its 1996 Plan with an estimated total grant date fair value of $0.4 million . The total intrinsic value of options exercised during fiscal years 2015 , 2014 and 2013 were $45.6 million , $47.2 million and $44.7 million , respectively. The grant date fair value of options that vested during fiscal years 2015 , 2014 and 2013 were $13.1 million , $16.0 million and $11.2 million , respectively. As of June 27, 2015 , there was $18.0 million of total unrecognized compensation costs related to 5.1 million unvested stock options expected to be recognized over a weighted average period of approximately 1.9 years.

Restricted Stock Units and Other Awards

The fair value of Restricted Stock Units (“RSUs”) and other awards under the Company’s Amended and Restated 1996 Stock Incentive Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 granted was $27.92 , $26.60 and $25.30 per share for fiscal years 2015 , 2014 and 2013 , respectively.

The following table summarizes outstanding and expected to vest RSUs and other awards as of June 27, 2015 and their activity during fiscal years 2015 , 2014 and 2013 :



	Number of Shares		Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (1)
Balance at June 30, 2012	8,923,454
Restricted stock units and other awards granted	3,074,466
Restricted stock units and other awards released	(3,097,369	)
Restricted stock units and other awards cancelled	(935,019	)

Balance at June 29, 2013	7,965,532
Restricted stock units and other awards granted	3,916,111
Restricted stock units and other awards released	(2,904,787	)
Restricted stock units and other awards cancelled	(1,095,859	)

Balance at June 28, 2014	7,880,997
Restricted stock units and other awards granted	3,178,117
Restricted stock units and other awards released	(2,589,639	)
Restricted stock units and other awards cancelled	(1,339,490	)

Balance at June 27, 2015	7,129,985		2.6	$	248,348,305

Expected to vest at June 27, 2015	6,253,774		2.6	$	214,035,409

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company's common stock on June 26, 2015, the last business day preceding the fiscal year end, multiplied by the number of RSUs and other awards outstanding, or expected to vest as of June 27, 2015 .

The Company withheld shares totaling $27.8 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the fiscal year ended June 27, 2015 . The total payments for the employees' tax obligations to the taxing authorities are reflected as financing activities within the Consolidated Statements of Cash Flows.

As of June 27, 2015 , there was $134.2 million of unrecognized compensation cost related to 7.1 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 2.6 years.

Market Stock Units

The Company began granting Market Stock Units (“MSUs”) to senior members of management in September 2014 instead of stock options. MSUs are valued based on the relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index, (the “SPDR S&P”). 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 SPDR S&P index. Vesting for MSUs is contingent upon both service and market conditions, which generally is over a two to four-year period.

The following table summarizes outstanding and expected to vest MSUs as of June 27, 2015 and their activity during fiscal years 2015 , 2014 and 2013 :

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Number of Shares		Weighted Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (1)
Balance at June 30, 2012	—
Market stock units granted	60,000
Market stock units released	—
Market stock units cancelled	—

Balance at June 29, 2013 (2)	60,000
Market stock units granted	60,000
Market stock units released	—
Market stock units cancelled	—

Balance at June 28, 2014 (2)	120,000
Market stock units granted	423,044
Market stock units released	(42,476	)
Market stock units cancelled	(85,728	)

Balance at June 27, 2015	414,840		3.1	$	14,199,973

Expected to vest at June 27, 2015	356,933		3.1	$	12,217,827

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on June 26, 2015, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of June 27, 2015 .

(2) Reflects shares previously granted to the Company’s Chief Executive Officer only.

As of June 27, 2015 , there was $4.7 million of unrecognized compensation cost related to 0.4 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.1 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”).

The Company issued 1.6 million shares of its common stock for total consideration of $41.0 million related to the ESPP plan during the fiscal year ended June 27, 2015 . As of June 27, 2015 , the Company had 5.4 million shares of its common stock reserved and available for future issuance under the 2008 ESPP.

The fair value of ESPP granted to employees in fiscal years 2015 , 2014 and 2013 has been estimated at the date of grant using the Black-Scholes option valuation model and the following weighted-average assumptions:



	ESPP For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
Expected holding period (in years)	0.5		0.5		0.5
Risk-free interest rate	0.1	%	0.1	%	0.1	%
Expected stock price volatility	21.8	%	20.7	%	24.0	%
Dividend yield	3.3	%	3.4	%	3.1	%

As of June 27, 2015 , there was $5.6 million of unrecognized compensation expense related to the ESPP.

Other Modifications

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2006, the Company suspended the issuance of shares to employees upon exercise of stock options, vesting of restricted stock units or pursuant to planned purchases of stock under the Employee Stock Participation Plan until the Company became current with all required SEC filings and its registration statements on Form S-8 were declared effective (“Blackout Period”). The Company instituted multiple programs in an attempt to compensate employees during this period.

In September 2007, the Company decided to cash-settle all options expiring during the Blackout Period (“goodwill payment”) based on the price at which 10% of the daily close prices of the Company’s common stock fall above this price for trading days from August 7, 2006 (the date on which the Company initiated a trading blackout on officers and other individuals) through the expiration date of the option. The cash payment is subject to the option holder executing a release of all claims relating to the option. The supplemental goodwill payment modification changed the classification of the associated awards from equity to liability instruments. The modification resulted in a reclassification from additional paid-in capital to accrued salaries and related expenses.

In the fourth quarter of fiscal 2015, $7.8 million was reclassified from accrued salaries to additional paid-in capital due to the lapse of the statute of limitations of certain option holders to raise claims relating to the expired options.

NOTE 7: EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. For purposes of computing basic earnings per share, the weighted average number of outstanding shares of common stock excludes unvested stock options, RSUs and MSUs. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs and MSUs and assumed issuance of common stock under the employee stock purchase plans using the treasury stock method.

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



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Income from continuing operations	$	206,038	$	354,810	$	452,309
Income from discontinued operations, net of tax	—		—		2,603
Net income	$	206,038	$	354,810	$	454,912

Denominator for basic earnings per share	283,675		283,344		291,835
Effect of dilutive securities:
Stock options, ESPP, RSUs and MSUs	5,274		5,764		6,761

Denominator for diluted earnings per share	288,949		289,108		298,596

Earnings per share: Basic
From continuing operations	$	0.73	$	1.25	$	1.55
From discontinued operations	—		—		0.01
Basic	$	0.73	$	1.25	$	1.56

Earnings per share: Diluted
From continuing operations	$	0.71	$	1.23	$	1.51
From discontinued operations	—		—		0.01
Diluted	$	0.71	$	1.23	$	1.52

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Approximately 3.6 million , 9.4 million , and 10.3 million stock options were excluded from the calculation of diluted earnings per share for the fiscal years ended 2015 , 2014 and 2013 , respectively. These options were excluded because they were determined to be antidilutive. However, such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.

NOTE 8: 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. During the fourth quarter of fiscal year 2015, the Company changed its annual goodwill impairment testing date from the first quarter to the fourth quarter of each year. This change ensures the completion of the annual goodwill impairment test prior to the end of the annual reporting period, thereby aligning impairment testing procedures with year-end financial reporting and annual long-range plan and forecasting process. This change does not accelerate, delay, avoid, or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. The Company performed the annual goodwill impairment analysis during the first and fourth quarter of fiscal year 2015 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.

During the quarter ended December 27, 2014, goodwill for the Sensing Solutions reporting unit was determined to be impaired and the Company recorded a charge of $84.1 million . The Sensing Solutions reporting unit develops integrated circuits which are primarily sold in the consumer and automotive end customer markets. The impairment was the result of the Company’s decision within the quarter ended December 27, 2014 to exit certain consumer market offerings that have competitive dynamics which are no longer consistent with the Company’s business objectives.

The Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Sensing Solutions reporting unit. The reporting unit’s carrying value exceeded its estimated fair value and, accordingly, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of all Sensing Solution’s assets and liabilities were estimated, including tangible assets and intangible assets (including existing and in-process technology) for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the carrying value of the goodwill to determine the amount of the impairment.

The Company estimated the fair value of the Sensing Solutions reporting unit using a weighting of fair values derived equally from the income and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business’s ability to execute on the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.

Prior to completing the goodwill impairment test, the Company tested the recoverability of the Sensing Solutions long-lived assets (other than goodwill) and concluded that existing Property, plant and equipment, net was impaired by $45.2 million and IPR&D was impaired by $8.9 million .

No other indicators or instances of impairment were identified during the fiscal year ended June 27, 2015 .

Activity and goodwill balances for the fiscal years ended June 27, 2015 and June 28, 2014 were as follows:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Goodwill
	(in thousands)
Balance at June 29, 2013	$	422,004
Acquisitions	175,443
Adjustments	(810		)
Balance at June 28, 2014	596,637
Adjustments	(866		)
Impairments	(84,124		)
Balance at June 27, 2015	$	511,647

Intangible Assets

The useful lives of amortizing intangible assets are as follows:



Asset		Life
Intellectual property		3 months-10 years
Customer relationships		5-10 years
Trade name		3-4 years
Patents		5 years

Intangible assets consisted of the following:



	June 27, 2015						June 28, 2014
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	435,962	$	276,175	$	159,787	$	435,962	$	201,581	$	234,381
Customer relationships	120,230		82,774		37,456		120,230		69,064		51,166
Trade name	8,500		4,886		3,614		8,500		3,269		5,231
Patent	2,500		907		1,593		2,500		386		2,114
Total amortizable purchased intangible assets	567,192		364,742		202,450		567,192		274,300		292,892
IPR&D	59,202		—		59,202		68,102		—		68,102
Total purchased intangible assets	$	626,394	$	364,742	$	261,652	$	635,294	$	274,300	$	360,994

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



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
	(in thousands)
Cost of goods sold	$	74,366	$	64,483	$	33,994
Intangible asset amortization	16,077		17,690		15,525
Total intangible asset amortization expenses	$	90,443	$	82,173	$	49,519

The following table represents the estimated future amortization expense of intangible assets as of June 27, 2015 :

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Fiscal Year	Amount
	(in thousands)
2016	$	74,454
2017	61,782
2018	41,927
2019	13,278
2020	3,358
Thereafter	7,651

Total intangible assets	$	202,450

NOTE 9: ACQUISITIONS

Acquisitions completed in fiscal year 2015

None .

Acquisitions completed in fiscal year 2014

The Company completed two acquisitions during fiscal year 2014.

VOLTERRA

On October 1, 2013 , the Company completed its acquisition of Volterra, formerly a publicly traded company that develops power management solutions. The primary reason for this acquisition was to expand the Company's available market across a wide range of end markets, including enterprise server, cloud computing, communications and energy. The results of operations of Volterra are included in the Company’s Consolidated Statements of Income, beginning in the second quarter of fiscal year 2014. Acquisition-related costs for the twelve months ended June 28, 2014 were $7.0 million .

The total purchase price for Volterra was approximately $615 million and was comprised of:



	(in thousands)
Cash consideration for 100% of outstanding common stock of Volterra at $23 per share	$	593,250
Cash consideration for vested options settlement	21,756
Total preliminary purchase price	$	615,006

The purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques, including work performed by third-party valuation specialists.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Volterra
	(in thousands)
Cash and cash equivalents and short-term investments	$	163,500
Accounts receivable	23,453
Inventories	33,339
Other tangible assets	17,151
Accrued expenses	(35,343		)
Income taxes payable	(23,241		)
Other liabilities assumed	(20,149		)
Net tangible assets	158,710
Amortizable intangible assets	226,900
IPR&D	56,200
Goodwill	174,894
Substitution of stock-based compensation awards	(1,698		)
Total purchase price	$	615,006

IPR&D assets relate to future technology, is capitalized until the technology is ready for its intended use and then amortized over the technology useful life. IPR&D costs incurred by the Company subsequent to the acquisition are expensed.

Goodwill was primarily attributable to the opportunities from the addition of Volterra's product portfolio which complements the Company’s suite of products, including providing integrated process solutions to customers. The goodwill is not deductible for tax purposes.

The amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives as follows:



	Volterra acquisition
	Fair value (in thousands)		Weighted average useful life (in years)
Intellectual property	$	192,500	4.9
Customer relationships	24,600		9.6
Trade name	6,400		4.0
Backlog	900		0.4
Patents	2,500		4.8
Total amortizable intangible assets	$	226,900

Pro forma results of operations for this acquisition have not been presented because it is not material to the Company's Consolidated Statements of Income.

Refer to Note 18: “Restructuring Activities” of these Notes to Consolidated Financial Statements for a discussion on Volterra Restructuring Plan.

OTHER ACQUISITION

The Company acquired another company during the fiscal year ended June 28, 2014, which develops low power high performance analog circuits. The total cash consideration in exchange for 100% of the outstanding shares, for this acquisition was approximately $6.1 million for which the purchase price was largely attributable to the acquired developed intellectual property. Goodwill associated with this acquisition was $0.5 million . Acquisition related costs were not material for this transaction.

Acquisitions completed in fiscal year 2013

None .

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10: IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2015 impairments:

During the fiscal year ended June 27, 2015 , the Company recorded $67.0 million in impairment of long-lived assets in the Company's Consolidated Statements of Income.

The impairment was primarily related to the write down of equipment relating to the Sensing Solutions reporting unit of $45.2 million . For background, please refer to Note 8: “Goodwill & intangible assets”. The Company reached its conclusion regarding the asset impairment after determining that the undiscounted cash flows fell below the net book value of the net assets of the Sensing Solutions reporting unit (the asset group). As a result, the Company reduced the assets to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.

The impairment was also related to the write down of used fabrication tools and software of $21.8 million identified by the Company as obsolete. The Company reduced the fabrication tools to their fair value after conducting an evaluation of each asset’s alternative use, the condition of the asset and the current market pricing and demand.

Fiscal year 2014 impairments:

During the fiscal year ended June 28, 2014 , the Company recorded $11.6 million in impairment of long-lived assets in the Company's Consolidated Statements of Income.

The impairment includes electronic design automation (“EDA”) software identified as excess primarily due to EDA assets replaced with assets that are more cost efficient. It also includes certain U.S. test operation assets identified as excess and no longer needed. These assets included primarily test manufacturing equipment which was recorded in Property, plant, and equipment, net in the Consolidated Balance Sheet. The Company also impaired fabrication tools and a building classified as held for sale. The fabrication tools were fully impaired while the building was impaired down to fair value less cost to sell. The fair value of the building was determined mainly after consideration of evidence such as broker estimates, building condition, and offers received.

Fiscal year 2013 impairments:

During the second quarter of fiscal year 2013, the Company identified certain assets as excess primarily attributable to the transition to utilizing newer, more efficient manufacturing equipment. These assets included used fabrication tools and test manufacturing equipment. In connection with these circumstances, the Company recorded a charge for the write down of equipment to its estimated fair value. The total charge of $22.2 million was included in impairment of long-lived assets in the Company's Consolidated Statements of Income. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets fair values. The fair value of the equipment was determined mainly after consideration of quoted market prices of similar equipment adjusted for equipment specifications and condition in addition to the current market demand and size.

During the first quarter of fiscal year 2013, the Company identified certain idle facilities as held for sale. In connection with these circumstances, the Company recorded a charge for the write-down of land and buildings to their estimated fair value, less cost to sell. The total charge of $2.7 million was included in Impairment of long-lived assets in the Company's Consolidated Statements of Income. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets fair values. The fair value of the land and buildings was determined mainly after consideration of evidence such as appraisals and offers received.

NOTE 11: DISCONTINUED OPERATIONS

Fiscal year 2015 and 2014:

None .

Fiscal year 2013:

On December 31, 2012, the Company sold its video processing product line to GEO Semiconductor, Inc. As a result of this transaction, the Company recognized a gain on sale of discontinued operations of $2.6 million , net of income taxes.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12: SEGMENT INFORMATION

The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits.

Prior to the Company's reorganization which occurred in the fourth quarter of fiscal 2015, the Company had three operating segments that the Company aggregated into one reportable segment as the Company concluded the three operating segments shared similar economic and qualitative characteristics. The Company’s reorganization resulted in the consolidation of the management of the Research and Development (“R&D”) and Sales functions under one executive who reports to the Company's Chief Executive Officer (the “CEO”). Previously R&D was managed by three executives who reported to the Company's CEO and Sales was managed by one executive who reported to the Company's CEO. As a result of this reorganization, all of the Company's products are designed through a centralized R&D function, and continue to be manufactured using centralized manufacturing (internal and external), and sold through a centralized sales force and shared wholesale distributors. Through the consolidation of management of the R&D and Sales functions this reorganization is intended to allow for faster investment decisions, improved R&D efficiency, and facilitate stronger collaborations between internal organizations to increase productivity, improve customer satisfaction, and drive revenue growth.

As of the fiscal year ended June 27, 2015 , the Company has one operating 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:



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
	(in thousands)

United States	$	281,374	$	320,282	$	283,807
China	947,231		997,706		996,108
Rest of Asia	665,388		748,320		799,824
Europe	347,275		324,867		294,998
Rest of World	65,596		62,488		66,722
	$	2,306,864	$	2,453,663	$	2,441,459

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



	Fiscal Year Ended
	June 27, 2015		June 28, 2014
	(in thousands)

United States	$	783,148	$	1,035,699
Philippines	166,405		172,823
Rest of World	141,186		122,997
	$	1,090,739	$	1,331,519

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is party or subject to various other 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.

Commitments

The Company leases certain of its facilities under various operating leases that expire at various dates through June 2036. The lease agreements generally include renewal provisions and require the Company to pay property taxes, insurance, and maintenance costs.

Future annual minimum payments for all commitments are as follows:



	Payment due by period
	Total		Fiscal year 2016		Fiscal year 2017		Fiscal year 2018		Fiscal year 2019		Fiscal year 2020		Thereafter
Contractual Obligations	(in thousands)
Operating lease obligations (1)	$	34,460	$	10,270	$	9,060	$	5,073	$	2,227	$	1,716	$	6,114
Long-term and short- term debt obligations (2)	1,001,024		1,024		—		—		500,000		—		500,000
Interest payments associated with long-term debt obligations (3)	172,439		29,375		29,375		29,375		21,736		16,875		45,703
Capital equipment and inventory related purchase obligations (4)	45,260		12,969		11,794		5,214		3,222		3,384		8,677
Total	$	1,253,183	$	53,638	$	50,229	$	39,662	$	527,185	$	21,975	$	560,494

(1) The Company leases some facilities under non-cancelable operating lease agreements that expire at various dates through 2029.

(2) Long-term debt represents amounts primarily due for the Company's long-term notes.

(3) Interest payments associated with the Company's long-term notes.

(4) The Company orders some materials and supplies in advance or with minimum purchase quantities. The Company is obligated to pay for the materials and supplies when received.

Purchase orders for the purchase of the majority of the Company's raw materials and other goods and services are not included in the table. The Company's purchase orders generally allow for cancellation without significant penalties. The Company does not have significant agreements for the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed its expected short-term requirements.

Rental expense amounted to approximately $9.0 million , $10.8 million , and $9.5 million in fiscal years 2015 , 2014 and 2013 , respectively.

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees and 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

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Product Warranty

Accruals are based on specifically identified claims and on the estimated, undiscounted cost of incurred-but-not-reported claims. If there is a material increase in the rate of customer claims compared with the Company's historical experience or if the Company's estimates of probable losses relating to specifically identified warranty exposures require revision, the Company may record a charge against future cost of sales. Product warranty liability is included within the balance sheet captions “Accrued expenses” and “Other liabilities” in the accompanying Consolidated Balance Sheets.

The changes in the Company's aggregate product warranty liabilities for the fiscal years ended June 27, 2015 and June 28, 2014 were as follows:



	June 27, 2015			June 28, 2014
	(in thousands)
Product warranty liability at beginning of the year	$	21,296		3,075
Accruals assumed from acquisition	—			15,443
Accruals	1,665			19,818
Payments	(8,686		)	(16,189	)
Changes in estimate	(839		)	(851	)
Product warranty liability at ending of the year	$	13,436		21,296
Current portion	9,136			12,696
Non-current portion	$	4,300		8,600

NOTE 14: COMPREHENSIVE INCOME

The changes in accumulated other comprehensive loss by component and related tax effects in the fiscal year ended June 27, 2015 were as follows:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Unrealized gain (loss) on intercompany receivables			Unrealized gain (loss) on post-retirement benefits			Cumulative translation adjustment			Unrealized gain (loss) on cash flow hedges			Unrealized gain (loss) on available-for-sale securities		Total
	(in thousands)

June 29, 2013	$	(7,401	)	$	(5,838	)	$	(1,527	)	$	(1,004	)	$	23	$	(15,747	)
Other comprehensive income (loss) before reclassifications	—			(7,244		)	—			(237		)	64		(7,417		)
Amounts reclassified out of accumulated other comprehensive income (loss)	—			1,435			391			1,425			—		3,251
Tax effects	1,648			1,274			—			(195		)	13		2,740
Other comprehensive income (loss)	1,648			(4,535		)	391			993			77		(1,426		)
June 28, 2014	$	(5,753	)	$	(10,373	)	$	(1,136	)	$	(11	)	$	100	$	(17,173	)
Other comprehensive income (loss) before reclassifications	—			—			—			(6,272		)	33		(6,239		)
Amounts reclassified out of accumulated other comprehensive income (loss)	—			827			—			6,428			—		7,255
Tax effects	(527		)	(458		)	—			(92		)	—		(1,077		)
Other comprehensive income (loss)	(527		)	369			—			64			33		(61		)
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133	$	(17,234	)

Amounts reclassified out of Unrealized loss on post-retirement benefits were included in Selling, general and administrative in the Consolidated Statements of Income. Amounts reclassified out of Unrealized loss on cash flow hedges were included in Net revenues, Cost of goods sold and Other operating expenses (income), net in the Consolidated Statements of Income.

NOTE 15: COMMON STOCK REPURCHASES

In July 2013, the Board of Directors authorized the Company to repurchase up to $1.0 billion of the Company's common stock from time to time at the discretion of the Company's management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company's Board of Directors for the repurchase of common stock were superseded by this authorization.

During fiscal years 2015 , 2014 and 2013 , the Company repurchased approximately 6.2 million , 10.4 million and 12.8 million shares of its common stock for $195.1 million , $305.3 million and $375.1 million , respectively. As of June 27, 2015 , the Company had a remaining authorization of $566.8 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company's common stock and general market and business conditions.

NOTE 16: INTEREST AND OTHER INCOME (EXPENSE)

Interest and other income (expense) was as follows:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	For the Year Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands)
Interest and other income (expense):
Interest income (expense), net	$	(31,545	)	$	(26,428	)	$	(14,731	)
Other income (expense), net	40,435			13,363			(3,309		)
Total	$	8,890		$	(13,065	)	$	(18,040	)

As discussed in Note 5, Interest income (expense), net consists primarily of interest expense associated with long term notes. Interest expense associated with the notes was $29.4 million , $24.7 million and $15.1 million during the years ended June 27, 2015 , June 28, 2014 and June 29, 2013 , respectively. Interest expense associated with the discount was $2.0 million , $1.1 million and $0.2 million during the fiscal years ended June 27, 2015 , June 28, 2014 and June 29, 2013 , respectively.

During the fiscal year ended June 27, 2015 included the $35.8 million gain on the sale of the Captive Touch Business. As discussed in Note 2, the Company early adopted ASU No. 2014-08 in the fourth quarter of fiscal year 2015. The Company completed a sale of its Captive Touch business for approximately $39.5 million resulting in a gain of $35.8 million . As a result of the nature of the operations, the Company concluded that the sale would not qualify as a discontinued operation and has recorded the impact of the sale (gain) in interest and other income (expense), net.

NOTE 17: INCOME TAXES

Pretax income from continuing operations is as follows:



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013
	(in thousands)
Domestic pre-tax income	$	68,289	$	87,630	$	69,680
Foreign pre-tax income	177,881		321,596		500,599
Total	$	246,170	$	409,226	$	570,279

The provision for income taxes from continuing operations consisted of the following:



	For the Year Ended
	June 27, 2015			June 28, 2014			June 29, 2013
	(in thousands)
Federal
Current	$	108,736		$	93,012		$	84,996
Deferred	(74,190		)	(42,875		)	13,207
State
Current	3,791			2,676			322
Deferred	(3,269		)	(1,465		)	3,574
Foreign
Current	8,294			6,692			17,228
Deferred	(3,230		)	(3,624		)	(1,357		)
Total provision for income taxes	$	40,132		$	54,416		$	117,970

In addition, the Company recorded income tax of $0.7 million in the fiscal year ended June 29, 2013 , related to discontinued operations that was netted against income from discontinued operations.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 27, 2015 , the Company's foreign subsidiaries have accumulated undistributed earnings of approximately $688.0 million that are intended to be indefinitely reinvested outside the U.S. and, accordingly, no provision for U.S. federal and state tax has been made for the distribution of these earnings. At June 27, 2015 the amount of the unrecognized deferred tax liability on the indefinitely reinvested earnings was $218.4 million .

The provision for income taxes for continuing operations differs from the amount computed by applying the statutory rate as follows:



	For the Year Ended
	June 27, 2015		June 28, 2014		June 29, 2013

Federal statutory rate	35.0	%	35.0	%	35.0	%
State tax, net of federal benefit	(0.4	)	0.1		0.6
General business credits	(2.8	)	(0.9	)	(2.0	)
Effect of foreign operations	(24.6	)	(19.1	)	(16.5	)
Stock-based compensation	5.9		3.9		2.7
Fixed assets federal tax basis adjustments	—		(8.4	)	—
Interest accrual for unrecognized tax benefits	2.6		1.1		0.8
Other	0.6		1.6		0.1

Income tax rate	16.3	%	13.3	%	20.7	%

The income tax rate benefit of 8.4% in the fiscal year ended June 28, 2014 for fixed assets federal tax basis adjustments is a one-time benefit for fixed assets tax basis adjustments generated by prior year depreciation expense that did not provide a tax benefit in prior years.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company's deferred tax assets and liabilities are as follows:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	For the Year Ended
	June 27, 2015			June 28, 2014
	(in thousands)
Deferred tax assets:
Distributor related accruals and sales return and allowance accruals	$	15,966		$	14,246
Accrued compensation	44,961			42,300
Stock-based compensation	22,639			31,609
Net operating loss carryovers	47,305			48,318
Tax credit carryovers	54,501			51,458
Other reserves and accruals not currently deductible for tax purposes	29,420			22,019
Other	10,968			16,879

Total deferred tax assets	$	225,760		$	226,829

Deferred tax liabilities:
Fixed assets and intangible assets cost recovery, net	(141,070		)	(214,393		)
Other	(5,349		)	(11,424		)

Net deferred tax assets /(liabilities) before valuation allowance	79,341			1,012
Valuation allowance	(91,175		)	(84,673		)

Liabilities	$	(11,834	)	$	(83,661	)

The valuation allowance as of June 27, 2015 and June 28, 2014 primarily relates to certain state and foreign net operating loss carryforwards and certain state tax credit carryforwards. The valuation allowance increased by $6.5 million in fiscal year 2015 . The increase was primarily due to valuation allowances that were established for net operating loss and credit carryforwards generated during the fiscal year 2015 . Approximately $37.3 million of the valuation allowance is attributable to the tax benefits of income tax deductions generated by the exercise of stock options that, when realized, will be recorded as a credit to additional paid-in-capital.

As of June 27, 2015 , the Company has $27.0 million of federal net operating loss carryforwards expiring at various dates between fiscal years 2021 and 2033, $81.2 million of state net operating loss carryforwards expiring at various dates through the fiscal year 2033, $128.5 million of foreign net operating losses with no expiration date, $7.7 million of state tax credit carryforwards expiring at various dates between fiscal years 2016 and 2030 and $89.7 million of state tax credit carryforwards with no expiration date.

The Company classifies unrecognized tax benefits as (i) a current liability to the extent that payment is anticipated within one year; (ii) a non-current liability to the extent that payment is not anticipated within one year; or (iii) as a reduction to deferred tax assets to the extent that the unrecognized tax benefit relates to deferred tax assets such as operating loss or tax credit carryforwards or to the extent that operating loss or tax credit carryforwards would be able to offset the additional tax liability generated by unrecognized tax benefits.

A reconciliation of the change in gross unrecognized tax benefits, excluding interest, penalties and the federal benefit for state unrecognized tax benefits, is as follows:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	For the Year Ended
	June 27, 2015			June 28, 2014
	(in thousands)
Balance as of beginning of year	$	396,765		$	302,904
Tax positions related to current year:
Addition	55,343			58,035
Tax positions related to prior year:
Addition	214			300
Current year acquisitions	—			39,566
Reduction	(2,433		)	(586		)
Settlements	(21,458		)	(496		)
Lapses in statutes of limitations	(802		)	(2,958		)

Balance as of end of year	$	427,629		$	396,765

The total amount of gross unrecognized tax benefits as of June 27, 2015 that, if recognized, would affect the effective tax rate and additional paid in capital is $415.4 million and $12.2 million , respectively.

Consistent with prior years, the Company reports interest and penalties related to unrecognized tax benefits as a component of income tax expense. The gross amount of interest and penalties recognized in income tax expense during the fiscal years ended June 27, 2015 , June 28, 2014 , and June 29, 2013 was $6.5 million , $6.6 million and $7.4 million , respectively, and the total amount of interest and penalties accrued as of June 27, 2015 , June 28, 2014 , and June 29, 2013 was $34.4 million , $27.9 million , and $17.9 million , respectively.

The Company does not expect its unrecognized tax benefits to change significantly within the next 12 months.

During the fiscal year ended June 27, 2015 , $21.2 million of unrecognized tax benefits were recognized due the favorable settlement of a Singapore tax issue and $3.6 million of related interest and penalty accruals were reversed.

The Company’s federal corporate income tax returns are audited on a recurring basis by the Internal Revenue Service (“IRS”). In fiscal year 2012 the IRS commenced an audit of the Company's federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

A summary of the fiscal tax years that remain subject to examination, as of June 27, 2015 , for the Company's major tax jurisdictions are as follows:



United States - Federal	2009	-	Forward
United States - Various States	2009	-	Forward
Ireland	2011	-	Forward
Japan	2009	-	Forward
Philippines	2012	-	Forward
Singapore	2011	-	Forward
United Kingdom	2012	-	Forward

NOTE 18: RESTRUCTURING ACTIVITIES

Fiscal year 2015:

Summary of Restructuring Plans

The Company has accruals for severance and restructuring payments as well as expected losses relating to lease terminations.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s restructuring activities during the fiscal year ending June 27, 2015 were as follows:



	Balance, June 28, 2014		Fiscal 2015								Balance, June 27, 2015		As of June 27, 2015
	Balance, June 28, 2014		Charges		Cash Payments			Change in Estimates			Balance, June 27, 2015		Costs Incurred to Date		Expected Costs to be Incurred
	(in thousands)
San Jose Fab Shutdown
Severance (1)	$	—	$	6,725	$	—		$	—		$	6,725	$	6,725	$	857
Accelerated depreciation (2)	—		51,494		—			—			51,494		51,494		32,766
Total San Jose Fab Shutdown	—		58,219		—			—			58,219		58,219		33,623

Other Plans
Severance (1)	5,782		24,505		(18,203		)	(587		)	11,497		29,699		—
Lease termination losses and other (3)	9,132		2,598		(4,604		)	(3,373		)	3,753		8,358		—
Total other plans	14,914		27,103		(22,807		)	(3,960		)	15,250		38,057		—

Total restructuring plans	$	14,914	$	85,322	$	(22,807	)	$	(3,960	)	$	73,469	$	96,276	$	33,623

In Balance Sheets:
Accrued salary and related expenses	$	5,782									$	18,221
Accrued expenses	$	4,276									$	2,004
Other liabilities	$	4,856									$	1,750

(1) Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Consolidated Statements of Income.

(2) Charges and change in estimates are included in Cost of goods sold in the accompanying Consolidated Statements of Income.

(3) Charges and change in estimates are included in Severance and restructuring expenses and Other operating expenses (income), net in the accompanying Consolidated Statements of Income.

San Jose Fab Shutdown

On October 23, 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that it was not economically feasible to maintain this facility, which is used primarily for fab process development and low volume manufacturing, as the Company intends to utilize other resources to complete such activities in the future. This plan includes cash charges related to employee severance and non-cash charges related to accelerated depreciation.

During the fiscal year ending June 27, 2015 , the Company recorded accelerated depreciation charges of $51.5 million in “Cost of goods sold” and $6.7 million in “Severance and restructuring expenses” in the Consolidated Statements of Income. The Company expects to incur a total of approximately $33.6 million of accelerated depreciation and severance charges related to this plan which it expects to complete during the first quarter of fiscal year 2016.

Other Plans

During the fiscal year ending June 27, 2015 , the Company recorded $24.5 million in “Severance and restructuring expenses" included in the Consolidated Statements of Income, primarily related to employee severance costs, associated with a major reorganization of the Company's business units. Multiple job classifications and locations were impacted by this activity. This reorganization was intended to consolidate the Company's R&D and Sales functions to allow for faster investment decisions, improved R&D efficiency, and facilitate stronger collaborations between internal organizations to increase productivity, improve customer satisfaction, and fuel revenue growth.

The Company also accrued for expected losses relating to lease terminations as a result of plans to consolidate office space. The need for consolidation resulted from acquisition and relocation activities.

Fiscal year 2014:

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Volterra Restructuring Plan

The Company's management approved and initiated plans to restructure the operations of Volterra, including acceleration of certain stock-based compensation awards ( $2.5 million ), costs to vacate duplicative facilities ( $2.6 million ), severance for transitional and exiting employees ( $4.6 million ), contract cancellation costs and other items ( $1.3 million ). The total cost of the plan was $11.0 million which was recorded in Severance and restructuring expenses in the Company's Consolidated Statements of Income based upon the anticipated timing of planned terminations and facility closure costs. Expected severance and retention costs for transitional employees are being accrued over the transitional period. Payments against this restructuring plan were largely paid out during the fiscal year ended June 28, 2014, and amounts accrued and future estimated costs to be incurred as of June 27, 2015 and June 28, 2014 are immaterial.

Business Unit Reorganization

During the fiscal year ended June 28, 2014, the Company recorded $10.8 million in Severance and restructuring expenses in the Company's Consolidated Statements of Income, primarily related to employee severance costs, associated with the reorganization of certain business units. Multiple job classifications and locations were impacted as this was a company-wide action. The reorganization was driven by the desire to focus on specific investment areas and simplify business processes. Payments against this restructuring plan were largely paid out during the fiscal year ended June 28, 2014, and amounts accrued and future estimated costs to be incurred as of June 27, 2015 and June 28, 2014 are immaterial.

NOTE 19: BENEFITS

Defined contribution plan:

U.S. employees are automatically enrolled in the Maxim Integrated 401(k) plan when they meet eligibility requirements, unless they decline participation. Under the terms of the plan Maxim Integrated matches 100% of the employee contributions for the first 3% of employee eligible compensation and an additional 50% match for the next 2% of employee eligible compensation, up to the IRS Annual Compensation Limits. Total defined contribution expense was $14.7 million , $15.4 million and $14.1 million in fiscal years 2015 , 2014 and 2013 , respectively.

Non-U.S. Pension Benefits

The Company provides defined-benefit pension plans in certain countries. Consistent with the requirements of local law, the Company deposits funds for certain plans with insurance companies, with third-party trustees, or into government-managed accounts, and/or accrue for the unfunded portion of the obligation.

Maxim Integrated is enrolled in a retirement plan for employees in the Philippines. This plan is a non-contributory and defined benefit type that provides retirement to employees equal to one month salary for every year of credited service. The benefits are paid in a lump sum amount upon retirement or separation from the Company. Total defined benefit liability was $11.8 million and $9.6 million in fiscal years 2015 and 2014 , respectively. Total accumulated other comprehensive income benefit related to this retirement plan was $0.5 million , $3.3 million and $0 million for the fiscal years 2015 , 2014 , and 2013 , respectively.

U.S. Employees Medical Expense & Funded Status Reconciliation

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	June 27, 2015			Estimated Fiscal Year 2016 Expense		June 28, 2014			Fiscal Year 2015 Expense
	(in thousands, except percentages)
Accumulated Postretirement Benefit Obligation [APBO]:
Retirees and beneficiaries	$	(22,414	)			$	(21,602	)
Active participants	(2,850		)			(2,626		)

Funded status	$	(25,264	)			$	(24,228	)

Actuarial gain (loss)	$	524				$	(3,819	)
Prior service cost	—					—

Amounts Recognized in Accumulated Other Comprehensive Income:
Net actuarial loss	$	8,425				$	8,863
Prior service cost	2,031					2,387
Total	$	10,456				$	11,250

Net Periodic Postretirement Benefit Cost/(Income):
Interest cost				994					1,002
Amortization:
Prior service cost				356					356
Net actuarial loss (1)				1,035					961
Total net periodic postretirement benefit cost				$	2,385				$	2,319

Employer contributions				$	809				$	749

Economic Assumptions:
Discount rate	4.0%					4.2%
Medical trend	7.5%-5%					8.0% -5%

(1) Unrecognized losses are amortized over average remaining service period of active participants of 5.7 years at June 27, 2015 .

The following benefit payments are expected to be paid:



	Non-Pension Benefits
	(in thousands)
2016	$	809
2017	858
2018	907
2019	961
2020	984
Thereafter	20,745
	$	25,264

Dallas Semiconductor Split-Dollar Life Insurance

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of the Company's acquisition of Dallas Semiconductor in 2001, the Company assumed responsibility associated with a split-dollar life insurance policy held by a former Dallas Semiconductor officer. The policy is owned by the individual with the Company retaining a limited collateral assignment.

The Company had $5.1 million and $4.2 million included in Other Assets as of June 27, 2015 and June 28, 2014 , respectively, associated with the limited collateral assignment to the policy. The Company had a $6.5 million and $5.7 million obligation included in Other Liabilities as of June 27, 2015 and June 28, 2014 , respectively, related to the anticipated continued funding associated with the policy.

NOTE 20: QUARTERLY FINANCIAL DATA (UNAUDITED)



	Quarter Ended
Fiscal Year 2015	6/27/2015			3/28/2015			12/27/2014			9/27/2014
	(in thousands, except percentages and per share data)
Net revenues	$	582,517		$	577,263		$	566,809		$	580,275
Cost of goods sold	278,816			261,995			252,732			241,454

Gross margin	$	303,701		$	315,268		$	314,077		$	338,821
Gross margin %	52.1		%	54.6		%	55.4		%	58.4		%

Operating income	$	94,948		$	105,450		$	(64,076	)	$	100,958
% of net revenues	16.3		%	18.3		%	(11.3		)%	17.4		%

Net income	$	98,659		$	79,433		$	(72,034	)	$	99,980

Earnings per share:
Basic	$	0.35		$	0.28		$	(0.25	)	$	0.35

Diluted	$	0.34		$	0.28		$	(0.25	)	$	0.35


Shares used in the calculation of earnings per share:
Basic	284,202			283,418			282,992			284,086

Diluted	289,346			288,840			282,992			289,430


Dividends declared and paid per share	$	0.28		$	0.28		$	0.28		$	0.28

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



	Quarter Ended
Fiscal Year 2014	6/28/2014			3/29/2014			12/28/2013			9/28/2013
	(in thousands, except percentages and per share data)
Net revenues	$	642,467		$	605,681		$	620,274		$	585,241
Cost of goods sold	273,507			265,744			291,602			238,045

Gross margin	$	368,960		$	339,937		$	328,672		$	347,196
Gross margin %	57.4		%	56.1		%	53.0		%	59.3		%

Operating income	$	116,550		$	106,738		$	70,394		$	128,609
% of net revenues	18.1		%	17.6		%	11.3		%	22.0		%

Net income	$	84,793		$	122,544		$	44,353		$	103,120

Earnings per share:
Basic	$	0.30		$	0.43		$	0.16		$	0.36

Diluted	$	0.29		$	0.42		$	0.15		$	0.36


Shares used in the calculation of earnings per share:
Basic	283,431			282,627			282,664			284,654

Diluted	289,487			288,575			288,565			290,260


Dividends declared and paid per share	$	0.26		$	0.26		$	0.26		$	0.26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Maxim Integrated Products, Inc.

San Jose, California

We have audited the accompanying consolidated balance sheets of Maxim Integrated Products, Inc. and subsidiaries (the "Company") as of June 27, 2015 and June 28, 2014, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 27, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Maxim Integrated Products, Inc. and subsidiaries as of June 27, 2015 and June 28, 2014, and the results of their operations and their cash flows for each of the three years in the period ended June 27, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of June 27, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 17, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.

DELOITTE & TOUCHE LLP

San Jose, California

August 17, 2015

MAXIM INTEGRATED PRODUCTS, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



	Balance at Beginning of Period		Additions (Deductions) Charged (Credited) to Costs and Expenses			Deductions (1)			Balance at End of Period
	(in thousands)
Doubtful accounts
Year ended June 27, 2015	$	1,581	$	(283	)	$	(424	)	$	874
Year ended June 28, 2014	$	1,227	$	693		$	(339	)	$	1,581
Year ended June 29, 2013	$	1,155	$	126		$	(54	)	$	1,227

	Balance at Beginning of Period		Additions (Deductions) Charged (Credited) to Costs and Expenses			Deductions			Balance at End of Period
	(in thousands)
Returns and Allowances
Year ended June 27, 2015	$	16,169	$	81,476		$	(80,233	)	$	17,412
Year ended June 28, 2014	$	12,418	$	75,346		$	(71,595	)	$	16,169
Year ended June 29, 2013	$	11,374	$	65,651		$	(64,607	)	$	12,418

(1) Uncollectible accounts written off.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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.



August 17, 2015		MAXIM INTEGRATED PRODUCTS, INC.

		By:/s/ Bruce E. Kiddoo

		Bruce E. Kiddoo
		Senior Vice President, Chief Financial Officer
		(Principal Financial Officer)



August 17, 2015		MAXIM INTEGRATED PRODUCTS, INC.

		By:/s/ David A. Caron

		David A. Caron
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

P OWER OF A TTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Tunc Doluca and Bruce Kiddoo as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Tunc Doluca	President, Director and Chief Executive Officer	August 17, 2015
Tunc Doluca	(Principal Executive Officer)

/s/ Bruce E. Kiddoo	Senior Vice President and Chief Financial Officer	August 17, 2015
Bruce E. Kiddoo	(Principal Financial Officer)

/s/ David A. Caron	Vice President and Chief Accounting Officer	August 17, 2015
David A. Caron	(Principal Accounting Officer)

/s/ James R. Bergman	Director	August 17, 2015
James R. Bergman

/s/ Joseph R. Bronson	Director	August 17, 2015
Joseph R. Bronson

/s/ Robert E. Grady	Director	August 17, 2015
Robert E. Grady

/s/ B. Kipling Hagopian	Director and Chairman of the Board	August 17, 2015
B. Kipling Hagopian

/s/ William D. Watkins	Director	August 17, 2015
William D. Watkins

/s/ A.R. Wazzan	Director	August 17, 2015
A.R. Wazzan

C ORPORATE D ATA AND S TOCKHOLDER I NFORMATION

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

San Jose, California

Registrar/Transfer Agent

Computershare

Canton, Massachusetts

Corporate Headquarters

160 Rio Robles

San Jose, California 95134

(408) 601-1000

Stock Listing

At August 7, 2015 , there were approximately 750 stockholders of record of the Company's common stock as reported by Computershare. Maxim Integrated common stock is traded on the Nasdaq Global Select Market under the symbol “MXIM”.



Exhibit
Number		Description

1.1 (1)		Underwriting Agreement, dated November 14, 2013, between Maxim Integrated Products, Inc. and Merrill Lynch.

3.1 (2)		Restated Certificate of Incorporation of the Company

3.2 (3)		Amendments to Restated Certificate of Incorporation of the Company

3.3 (4)		Amended and Restated Bylaws of the Company, as amended

4.1		Reference is made to Exhibits 3.1, 3.2, and 3.3

10.1 (5)		The Company's Forms of Indemnity Agreement ^(A)

10.2 (6)		The Company's 1996 Stock Incentive Plan, as amended and restated ^(A)

10.3 (7)		Assumption Agreement, dated April 11, 2001, relating to Dallas Semiconductor Corporation Executives Retiree Medical Plan ^(A)

10.4 (7)		Dallas Semiconductor Corporation Executives Retiree Medical Plan ^(A)

10.5 (8)		Form of Non-Statutory Option Agreement, as amended and restated, under the Company's 1996 Stock Incentive Plan, for U.S. Option Optionees

10.6 (8)		Form of Restricted Stock Unit Agreement under the Company's 1996 Stock Incentive Plan, for U.S. Holders

10.7 (9)		Employment Agreement between the Company and Tunc Doluca dated as of September 30, 1993 ^(A)

10.8 (10)		Employment Letter Agreement between the Company and Bruce Kiddoo dated as of August 6, 2007 ^(A)

10.9 (11)		Form of Non-Statutory Option Agreement, as amended and restated, under the Company's 1996 Stock Incentive Plan, for Non-U.S. Option Optionees

10.10 (11)		Form of Restricted Stock Unit Agreement under the Company's 1996 Stock Incentive Plan, for Non-U.S. Holders

10.11 (12)		The Company's 2008 Employee Stock Purchase Plan, as amended ^(A)

10.12 (13)		Amendment to Dallas Semiconductor Corporation Executives Retiree Medical Plan ^(A)

10.13 (14)		Change In Control Employee Severance Plan for U.S. Based Employees ^(A)

10.14 (14)		Change In Control Employee Severance Plan for Non-U.S. Based Employees ^(A)

10.15 (14)		Equity Award Policy Acceleration Of Vesting In The Event of A Change In Control For Employees Based Outside The U.S. ^(A)



10.16 (15)		Credit Agreement, dated October 13, 2011, and amended on June 27, 2014, by and among the Company, as borrower, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., Wells Fargo Bank, National Association and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation Agents, and the lenders party thereto

10.17 (16)		Underwriting Agreement, dated March 11, 2013, between the Company and J.P. Morgan Securities LLC

10.18 (17)		Second Supplemental Indenture, dated as of March 18, 2013, between the Company and Wells Fargo Bank, National Association, as trustee

10.19 (18)		Third Supplemental Indenture, dated as of November 21, 2013, between the Company and Wells Fargo Bank, National Association, as trustee

10.20 (19)		Indenture, dated June 10, 2010, between the Company and Wells Fargo Bank, National Association, as trustee

10.21 (20)		Form of Performance Share Agreement

10.21		Form of Global Restricted Stock Unit Agreement

10.22		Form of Global Employee Stock Purchase Plan Agreement

10.23		Second Amendment, dated July 21, 2015, to the Credit Agreement, dated October 13, 2011, by and among the Company, as borrower, Wells Fargo Bank, National, as Administrative Agent, and the lenders party thereto

12.1		Statement of Ratio of Income to Fixed Charges PDF provided as a courtesy

21.1		Subsidiaries of the Company PDF provided as a courtesy

23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm PDF provided as a courtesy

24.1		Power of Attorney (see page 86)

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 PDF provided as a courtesy

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 PDF provided as a courtesy

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 PDF provided as a courtesy

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 PDF provided as a courtesy

_________________

(A) Management contract or compensatory plan or arrangement.

________________________



(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2013.

(2)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1995.

(3)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 1997, to the Company's Annual Report on Form 10-K for the year ended June 30, 1998, to the Company's Quarterly Report on Form 10-Q for the quarter ended December 25, 1999, and to the Company's Quarterly Report on Form 10-Q for the quarter ended December 30, 2000.

(4)	Incorporated by reference to the Company's Current Report on Form 8-K filed on September 12, 2014.

(5)	Incorporated by reference to the Company's Registration Statement on Form S-1 No. 33-19561 and to the Company's Annual Report on Form 10-K for the year ended June 25, 2005.

(6)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended December 28, 2014.

(7)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 30, 2001.

(8)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 26, 2009.

(9)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 24, 2006.

(10)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2007.

(11)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

(12)	Incorporated by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A filed on October 1, 2014.

(13)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 27, 2009.

(14)	Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended June 26, 2010.

(15)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 24, 2011.

(16)	Incorporated by reference to the Company's Current Report on Form 8-K filed on March 14, 2013.

(17)	Incorporated by reference to the Company's Current Report on Form 8-K filed on March 18, 2013.

(18)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 21, 2013.

(19)	Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on June 10, 2010.

(20)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2014.

MAXIM INTEGRATED PRODUCTS, INC.

1996 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

M AXIM I NTEGRATED P RODUCTS , I NC . , a Delaware corporation (the “Company”), pursuant to its

1996 Stock Incentive Plan (the “Plan”) has granted to Grantee an award of restricted stock units (the “Restricted Stock Units”) with the terms set forth in a document delivered separately to Grantee (the “Grant Notice”). The Restricted Stock Units are subject to all of the terms and conditions in the Grant Notice, this Restricted Stock Unit Agreement and any appendix for Grantee’s country 1 (the “Appendix,” and together with the Restricted Stock Unit Agreement, the “Agreement”) and the Plan. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms in the Plan.

1. Company’s Obligation to Pay . Each Restricted Stock Unit represents a value equal to the Fair Market Value of a Share on the date it becomes vested. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 2 and 3, Grantee will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2. Vesting Schedule . Subject to Section 3, the Restricted Stock Units awarded by this Agreement will vest in Grantee according to the vesting schedule set forth on the Grant Notice, subject to Grantee’s Continuous Status as an Employee, Director or Consultant through each such date. Vesting may be suspended during any unpaid leave of absence, unless continued vesting is required by Applicable Laws or unless continued vesting is approved by the Company in writing.

3. Forfeiture upon Termination of Continuous Status as an Employee, Director or Consultant . If Grantee’s Continuous Status as an Employee, Director or Consultant ceases for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company and Grantee will have no further rights thereunder.

For purposes of these Restricted Stock Units, Grantee’s Continuous Status as an Employee, Director or Consultant will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws or the terms of Grantee’s employment or service agreement, if any) effective as of the date that Grantee is no longer actively employed or actively rendering services and will not be extended by any notice period mandated under local law. The Administrator shall have the exclusive discretion to determine when Grantee is no longer actively employed or actively rendering services for purposes of these Restricted Stock Units (including whether Grantee may still be considered to be actively rendering services while on leave of absence);

1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to the Grantee during the relevant time period, as determined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances.

4. Payment after Vesting . Any Restricted Stock Units that vest in accordance with Section 2 will be paid to Grantee (or in the event of Grantee’s death, to his or her legal heirs) in whole Shares, subject to Grantee satisfying any applicable Tax-Related Items as set forth in Section 6, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Restricted Stock Units vest.

5. Payments after Death . Any distribution or delivery to be made to Grantee under this Agreement will, if Grantee is then deceased, be made to Grantee’s legal heirs. Any such transferee must furnish the Company with (a) written notice of his or her status as legal heir, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

6. Responsibility for Taxes . Grantee acknowledges that, regardless of any action the Company and/or the Parent or Subsidiary employing Grantee (the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee or deemed by the Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer (“Tax-Related Items”), the ultimate liability for all Tax- Related Items legally due by Grantee is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or Employer. Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units, the subsequent sale of any Shares acquired at settlement and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the payment of all Tax- Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy Tax-Related Items, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) withholding from the Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise), or (d) have the Company withhold otherwise deliverable Shares, provided, however, that if Grantee is a Section 16 officer of the Company under the Exchange Act, then the Administrator shall

establish the method of withholding from alternatives (a)-(d) herein and, if the Administrator does not exercise its discretion prior to the Tax-Related Items withholding event, then Grantee shall be entitled to elect the method of withholding from the alternatives above.

Depending on the withholding method, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory rates or other applicable withholding rates, including

maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units.

If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

7. Acknowledgment of Nature of Plan and Restricted Stock Units . In accepting the

Award, Grantee understands, acknowledges and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the Award of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been awarded in the past;

(d) Grantee’s participation in the Plan is voluntary;

(e) Restricted Stock Units and the Shares subject to Restricted Stock Units, and the income and value of same, are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and which is outside the scope of Grantee’s employment contract, if any;

(f) Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, variable compensation, pension, retirement or welfare benefits or similar payments;

(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Grantee’s

Continuous Status as an Employee, Director or Consultant for the vesting period, for any period, or at all, and will not interfere with the Grantee’s right or the right of the Company or the Employer to terminate Grantee’s Continuous Status as an Employee, Director or Consultant at any time;

(h) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Parent or Subsidiary;

(i) in the event that Grantee is not an Employee, Director or Consultant of the Company, the Award and Grantee’s participation in the Plan shall not be interpreted to form an employment contract

or relationship with the Company; and furthermore, the Award of Restricted Stock Units and Grantee’s participation in the Plan will not be interpreted to form an employment contract with any Parent or Subsidiary;

(j) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(k) in consideration of the Award, no claim or entitlement to compensation or damages arises from termination of the Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the Award of Restricted Stock Units or Shares received upon vesting of Restricted Stock Units resulting from termination of the Grantee’s Continuous Status as an Employee, Director or Consultant by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of Applicable Laws or the terms of Grantee’s employment or service agreement, if any) and Grantee irrevocably releases the Company, the Employer, and any other Parent or Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares;

(m) Grantee should consult with his or her personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan; and

United States:

(n) the following provisions apply only to Grantees resident outside the

(i) Restricted Stock Units and Shares subject to Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and

(ii) neither the Company, nor the Employer, nor any other Parent or Subsidiary shall be liable for any foreign exchange rate fluctuations between Grantee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or

of any amounts due to Grantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.

8. Rights as Stockholder . Neither Grantee nor any person claiming under or through Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Grantee.

9. Notices . Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of Stock Administration at Maxim Integrated Products, Inc., 14460 Maxim Drive, Dallas, TX 75244, United States of America, with a copy to the Corporate Secretary at 160 Rio Robles Drive, San Jose, CA 95134, United States of America, or at such other address as the Company may hereafter designate in writing. Any notices provided for in this Agreement or the Plan shall

be given in writing (including electronic mail) and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Grantee, five (5) days after deposit in the United States mail, postage prepaid, addressed to Grantee at the address specified above or at such other address as Grantee hereafter designate by written notice to the Company.

10. Grant is Not Transferable . Except to the limited extent provided in Section 5, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

11. Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

12. Additional Conditions to Issuance of Stock . If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any U.S. state, U.S. federal, or any other Applicable Law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Grantee (or Grantee’s legal heirs), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such U.S. state, U.S. federal, or any other Applicable Law or securities exchange and to obtain any such consent or approval of any such governmental authority.

13. Plan Governs . This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

14. Administrator Authority . The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Grantee, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

15. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

16. Data Privacy Notice and Consent . Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Grantee’s personal data as described in this Agreement and any other documents related to the Award by and among, as applicable,

the Employer, the Company, its Parent and Subsidiaries for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan.

Grantee understands that the Company and the Employer may hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, the Employer and/or any other Parent or Subsidiary, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in Grantee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Grantee’s country, or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Grantee’s country. Grantee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon vesting of the Restricted Stock Units may be deposited. Grantee understands that Data will be held only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan.

Grantee understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of

Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Grantee’s local human resource representative. Further, Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If Grantee does not consent, or if Grantee later seeks to revoke his or her consent, his or her Continuous Status as an Employee, Director, or Consultant and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to Grantee, or administer or maintain such awards. Therefore, Grantee understands that refusal or withdrawal of consent may affect Grantee’s ability to realize benefits under the Restricted Stock Units or otherwise participate in the Plan. For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee understands that Grantee may contact Grantee’s local human resources representative.

17. Section 409A . Notwithstanding any other provision of the Plan or this Agreement, for Grantees who are U.S. taxpayers, it is intended that the vesting and the payments of Restricted Stock Units shall qualify for exemption from the application of Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting and/or payments provided under this Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of Code if compliance is not practical; provided, however, that the Company makes no representation that the vesting or payments of Restricted Stock Units provided under this Agreement will be exempt from or compliant with Section 409A of the Code, makes no undertaking to preclude Section 409A of the Code from applying to the vesting and/or payment of Restricted Stock Units provided under this Agreement and

does not guarantee that the Restricted Stock Units or that the vesting or payment of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Section 409A of the Code.

18. Captions . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

19. Language . If Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.

20. Appendix . Notwithstanding any provisions in the Grant Notice or this Restricted Stock Unit Agreement, the Restricted Stock Units shall be subject to any special terms and conditions for Grantee's country attached hereto in the Appendix. Moreover, if Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Grantee to the extent the Administrator determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Restricted Stock Unit Agreement.

21. Imposition of Other Requirements . The Company reserves the right to impose other requirements on Grantee's participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

22. Agreement Severable . In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

23. Insider Trading Restrictions/Market Abuse Laws . Grantee acknowledges that, depending on his or her country, Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares under the Plan during such times as Grantee is considered to have “inside information” regarding the Company (as defined by Applicable Laws in his or her country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Grantee is advised to speak to his or her personal advisor on this matter.

24. Foreign Asset/Account Reporting; Exchange Controls . Grantee acknowledges that Grantee’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect Grantee’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside Grantee’s country. Grantee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Grantee also may be required to repatriate sale proceeds or other funds received as a result of Grantee’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. Grantee further acknowledges that it is his or her responsibility to be compliant with such regulations, and Grantee should consult his or her personal legal advisor for any details.

25. Waiver . Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any provision of this Agreement, or of

any subsequence breach by Grantee or any other grantee.

26. Governing Law/Choice of Venue . This Agreement and the Award of Restricted Stock Units granted hereunder shall be governed by, and construed in accordance with, the laws of the State of California , U.S.A., without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California , U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County , California , U.S.A., or the federal courts for the United States for the Northern District of California , U.S.A., and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.

By electronically approving the Award of Restricted Stock Units through the Smith Barney website, Grantee agrees to all of the terms and conditions described in this Agreement (including any Appendix) and in the Plan. If the Award of Restricted Stock Units has not

been expressly approved before the first vesting date, Grantee understands and acknowledges that he or she will be deemed to have agreed to all of the terms and conditions in this Agreement (including any Appendix) and in the Plan.

APPENDIX

MAXIM INTEGRATED PRODUCTS, INC.

1996 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

SPECIAL TERMS AND CONDITIONS/NOTIFICATIONS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Grant Notice, the Restricted Stock Unit Agreement and the Plan.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the Award granted to Grantee

if Grantee works and/or resides in one of the countries listed herein.

If Grantee is a citizen or resident of a country other than the one in which Grantee is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Grant Date, the Company shall, in its sole discretion, determine to what extent the additional terms and conditional included herein will apply to Grantee under these circumstances.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Grantee not rely on the information noted herein as the only source of information relating to the consequences of the Grantee’s participation in the Plan because the information may be out of date at the time the Grantee acquires Shares or sells Shares acquired under the Plan.

In addition, the information is general in nature and may not apply to the Grantee’s particular situation, and the Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to the Grantee’s situation.

If Grantee is a citizen or resident of a country other than the one in which Grantee is currently working and/or residing, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Grant Date, the information contained herein may not be applicable in the same manner to Grantee.

AUSTRIA

Notifications

Exchange Control Notification

If Grantee holds Shares obtained through the Plan outside Austria (even if held outside of Austria with an Austrian bank), Grantee may be required to submit a report to the Austrian National Bank as follows: (i) on a quarterly basis if the value of the Shares as of any given quarter is equal to or greater than €30,000,000; and (ii) on an annual basis if the value of the Shares as of December 31 is equal to or greater than €5,000,000. The deadline for filing the quarterly report is the 15 ^th day of the month following the end of the respective quarter. The deadline for filing the annual report is January 31 of the following year.

When Shares are sold or cash dividends received, there may be exchange control obligations if the cash proceeds are held outside Austria. If the transaction volume of all cash accounts abroad is equal to or greater than €3,000,000, the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15 ^th day of the following month. If the transaction value of all cash accounts abroad is less than €3 million, no ongoing reporting requirements apply.

CANADA

Terms and Conditions

Award Payable Only in Shares

Notwithstanding Section 8(d) of the Plan, Restricted Stock Units granted to Grantees in Canada shall be paid in Shares only and do not provide any right for Grantee to receive a cash payment.

Nature of Plan and Restricted Stock Units

This provision replaces the second paragraph of Section 3 of the Restricted Stock Unit Agreement:

For purposes of these Restricted Stock Units, Grantee’s Continuous Status as an Employee, Director or Consultant will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws or the terms of Grantee’s employment or service agreement, if any) effective as of the date that is the earlier of (1) the date on which Grantee’s employment or service relationship is terminated; or (2) the date Grantee receives written notice of termination of the employment or service relationship,; or (3) the date Grantee is no longer actively providing services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law). The Administrator shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of his or her Restricted Stock Unit Award (including whether Grantee may still be considered to be actively rendering services while on leave of absence).

The following provisions will apply if Grantee is a resident of Quebec

Language Consent

The parties acknowledge that it is their express wish that the Agreement, as well as all

documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement

ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy Notice and Consent

This provision supplements Section 16 of the Restricted Stock Unit Agreement: Data Privacy Notice and Consent:

Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Grantee further authorizes the Company, the Employer and any other Parent or Subsidiary and the Administrator to disclose and discuss the Plan with their advisors. Grantee further authorizes the Company, the Employer and any other Parent or Subsidiary to record such information and to keep such information in Grantee’s employee file.

Notifications

Securities Law Notification

Grantee may not be permitted to sell within Canada the Shares acquired under the Plan. Grantee

may only be permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. Currently the Shares are listed on the Nasdaq Global Select Market in the United States of America.

Foreign Asset/Account Reporting Notification

Foreign property, including Shares, Restricted Stock Units, and other rights to receive shares

( e.g. , stock options) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of his or her foreign assets exceeds C$100,000 at any time during the year. Thus, such Restricted Stock Units must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded because other foreign property is held by the Canadian resident. When Shares are acquired pursuant to the Restricted Stock Units, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily is equal to the fair market value of the Shares at the time of acquisition, but if the Grantee owns other Shares, this ACB may have to be averaged with the ACB of the other Shares.

CHINA

Terms and Conditions

The following provisions apply if Grantee is subject to exchange control regulations in the People’s Republic of China (the “PRC” or “China”), as determined by the Company in its sole discretion.

Sale of Shares

To facilitate compliance with any applicable laws or regulations in China, Grantee agrees and

acknowledges that the Company (or a brokerage firm instructed by the Company) is entitled to immediately sell all Shares issued to Grantee at vesting (on behalf of Grantee and at the Grantee’s direction pursuant to this authorization), either at the time of vesting or when Grantee ceases employment. In this event, the proceeds of the sale of the Shares, less any Tax-Related Items and broker’s fees or commissions, will be remitted to Grantee in accordance with applicable exchange control laws and regulations.

Exchange Control Requirements

Grantee understands and agrees that Grantee will be required to immediately repatriate to China any funds

resulting from the Restricted Stock Units ( e.g. , the sales proceeds, dividends paid on Shares). Grantee further understands that, under applicable exchange control laws and regulations, such repatriation of funds may need to be effected through a special exchange control account established by the Company, the Employer or any other Parent or Subsidiary and Grantee hereby consents and agrees that the funds may be transferred to such special account prior to being delivered to Grantee. Grantee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated broker) to effectuate any of the remittances, transfers, conversions or other processes affecting the proceeds. The proceeds may be paid to Grantee in U.S. dollars or in local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, Grantee understands that he or she will be required to set up a U.S. dollar account in China so that the proceeds may be deposited into this account. Grantee understands and acknowledges that the Company may face delays in distributing the proceeds to Grantee due to exchange control requirements in China. As a result, Grantee understands and acknowledges that neither the Company nor the Employer nor any other Parent or Subsidiary can be held liable for any delay in delivering the proceeds to Grantee.

If the proceeds are paid in local currency, Grantee acknowledges that the Company is under no obligation to secure any particular exchange control conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control requirements. Grantee agrees to bear any currency fluctuation risk between the time the Shares are sold or a dividend is paid and the time the net proceeds are converted to local currency and distributed to Grantee.

Finally, Grantee agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in China.

Notifications

Foreign Asset/Account Reporting Notification

Chinese residents may be required to report to the State Administration of Foreign Exchange (“SAFE”) all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-China residents. Under these rules, Grantee may be subject to reporting obligations for the Restricted Stock Units, Shares acquired under the Plan and Plan-related transactions.

FINLAND

There are no country-specific provisions.

FRANCE

Terms and Conditions

Language Acknowledgement

By accepting the grant of Restricted Stock Units and this Agreement, which provides for the terms and conditions of the Restricted Stock Units, Grantee confirms having read and understood the documents relating to this Award (the Plan and this Agreement) which were provided in the English language. Grantee accepts the terms of those documents accordingly.

En acceptant l’Attribution d'Actions Attribuées et ce Contrat qui contient les termes et conditions de vos Actions Attribuées, le Bénéficiare confirme avoir lu et compris les documents relatifs à cette Attribution (le Plan et ce Contrat) qui ont été transmis en langue anglaise. Le Bénéficiare accepte ainsi les conditions

et termes de ces documents.

Notifications

Foreign Asset/Account Reporting Notification

French residents must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on form No. 3916, together with their income tax return. Further, French residents with foreign account balances exceeding

€1,000,000 may have additional monthly reporting obligations.

GERMANY

Notifications

Exchange Control Notification

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. From September 2013, the German Federal Bank no longer will accept reports in paper form and all reports must be filed electronically. The electronic “General Statistics Reporting Portal” ( Allgemeines Meldeportal Statistik ) can be accessed on the German Federal Bank’s website: www.bundesbank.de . In the event that German residents make or receive a payment in excess of this amount, they are responsible for complying with applicable reporting requirements. In addition, in the unlikely event that German residents hold Shares exceeding 10% of the total capital or voting rights of a foreign company (such as the Company), they must report holdings in the company on an annual basis.

HONG KONG

Terms and Conditions

Award Payable Only in Shares

Notwithstanding Section 8(d) of the Plan, Restricted Stock Units granted to Grantees in Hong Kong shall be paid in Shares only and do not provide any right for Grantee to receive a cash payment.

Sales Restriction

This provision supplements Section 2 of the Restricted Stock Unit Agreement:

Shares acquired pursuant to the Plan are accepted as a personal investment. If, for any reason, the Restricted Stock Units vest and become non-forfeitable and Shares are issued to Grantee within six months of the Grant Date, Grantee agrees that he or she will not offer to the public or otherwise dispose of any Shares prior to the six-month anniversary of such Grant Date .

Notifications

Securities Law Notification

Securities Warning : The contents of this Agreement have not been reviewed by any regulatory authority in Hong Kong. Grantee is advised to exercise caution in relation to the Award. If Grantee is in any doubt about any of the contents of the Plan, Agreement, or any Plan prospectus, Grantee should obtain independent professional advice. The Restricted Stock Units and any Shares issued thereunder do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Subsidiaries. The Agreement, including any Appendix to the Restricted Stock Unit Agreement, the Plan, any Plan prospectus, and any other incidental communication materials have not

been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Restricted Stock Units and any underlying documentation are intended only for the personal use of Grantee and may not be distributed to any other person.

Occupational Retirement Schemes Ordinance Notification .

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

HUNGARY

There are no country-specific provisions.

INDIA

Notifications

Exchange Control Notification

Indian residents must repatriate to India any proceeds from the sale of Shares within 90 days of receipt and any dividends received in relation to Shares within 180 days of receipt. Grantee will receive a foreign inward remittance certificate (“FIRC”) from the bank where the foreign currency is deposited and should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is Grantee’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Notification

Indian residents are required to declare in their annual tax returns (a) any foreign assets they hold and (b) any foreign bank accounts for which they have signing authority.

IRELAND

Notifications

Director Notification Obligation

If Grantee is a director of a Subsidiary in Ireland (“Irish Subsidiary”), Grantee is subject to certain notification requirements under the Companies Act, 1990. Among these requirements is an obligation to notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest in the Company ( e.g. , Restricted Stock Units, Shares) and the number and class of Shares or rights to which the interest relates, or within five business days of becoming aware of the event giving rise to the notification requirement or within five business days of becoming a director if such an interest exists at the time. These notification requirements also apply to a shadow director or secretary of the Irish Subsidiary ( i.e. , an individual who is not on the Board of Directors of the Irish Subsidiary but who has sufficient control so that the Board of Directors of the Irish Subsidiary acts in accordance with the “directions or instructions” of the individual) and with respect to the interests of a spouse or minor children (whose interests will be attributed to the director, shadow director or secretary).

ITALY

Terms and Conditions

Data Privacy. This consent replaces Section 16 of the Restricted Stock Unit Agreement:

Grantee acknowledges receipt from the Company and the Employer - as data controllers (“Controllers”) - of information regarding the collection, use, and transfer, in electronic or other form, of Grantee’s personal data as described below for the purpose of implementing, administering, and managing Grantee’s participation in the Plan.

Grantee understands that the Company, the Employer and/or any other Parent or Subsidiary may hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, the Employer and/or any Parent or Subsidiary, details of all Restricted Stock Units or any other entitlement to Shares or equivalent benefits awarded, canceled, purchased, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan.

Grantee also understands that providing the Company with Data is necessary for the performance of the Plan and that Grantee’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect Grantee’s ability to participate in the Plan. The Controller of personal data processing is Maxim Integrated Products, Inc., with registered offices at 160 Rio Robles Drive, San Jose, CA 95134, United States of America, and, pursuant to Legislative Decree no. 196/2003, its Representative in Italy for privacy purposes is Maxim Integrated Products UK Limited, with its registered offices at Strada 7, Palazzo T Piano 2, Rozzano, Milanofiori, Italy, 20089.

Grantee understands that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the Plan. Grantee understands that Data may also be transferred to the independent registered public accounting firm engaged by the Company. Grantee further understands that the Company, the Employer and/or any Parent or Subsidiary will transfer Data among themselves as necessary for the purpose of implementing, administering and managing Grantee’s participation in the Plan, and that the Company, the Employer and/or any Parent or Subsidiary may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom Grantee may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Grantee’s participation in the Plan. Grantee understands that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

Grantee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require Grantee’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. Grantee

understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, Grantee has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

Furthermore, Grantee is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting Grantee’s local human resources representative.

Plan Document Acknowledgment

By accepting the Award of Restricted Stock Units, Grantee acknowledges that he or she has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by accepting the Award of Restricted Stock Units, Grantee further acknowledges that he or she has read and specifically and expressly approved the following sections in the Restricted Stock Unit Agreement: Section 6: Responsibility for Taxes, Section 7: Acknowledgment of Nature of Plan and Restricted Stock Units, Section 10: Grant is Not Transferable, Section 11: Binding Agreement, Section 13: Plan Governs, Section 14: Administrator Authority, Section 15: Electronic Delivery and Acceptance, Section 19: Language, Section 26: Governing Law/Choice of Venue, and the Data Privacy notice above.

Notifications

Foreign Asset/Account Reporting Notification

Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, must report these assets on their annual tax return for the year during which the assets are held, or on a special form if no tax is due. These reporting obligations also apply where such residents are the beneficial owners of foreign financial assets under Italian money laundering provisions.

Tax Notification

Italian residents may be subject to tax on the value of financial assets held outside of Italy. The

taxable amount will be the fair market value of the financial assets, assessed at the end of the calendar year. The fair market value is considered to be the value of the Shares on the Nasdaq Global Select Market on December 31 of each year or on the last day of holding of the Shares (in such case, or when the Shares are acquired during the course of the year, the tax is levied in proportion to the actual days shares are held during the calendar year).

JAPAN

Notifications

Foreign Asset/Account Reporting Notification

Japanese residents are required to report details of any assets (including any Shares acquired under the Plan) held outside of Japan as of December 31st of each year, to the extent such assets have a total net fair market value exceeding ¥50,000,000. Grantee should consult with his or her personal tax advisor as to whether the reporting obligation applies to Grantee and whether Grantee will be required to include details of any cash, outstanding Restricted Stock Units or Shares held by Grantee in the report.

KOREA

Notifications

Exchange Control Notification

Exchange control laws require Korean residents who realize US$500,000 or more in a single transaction from the sale of shares (including Shares acquired under the Plan) or the receipt of dividends to repatriate the proceeds to Korea within 18 months of the sale/receipt.

Foreign Asset/Account Reporting Notification

Korean residents are required to declare foreign accounts ( i.e. , non-Korean bank accounts, brokerage accounts, etc.) they hold in foreign countries that have not entered into an “inter- governmental agreement for automatic exchange of tax information” (“IGA”) with Korea. A report must be filed with the Korean tax authorities if the monthly balance of such accounts exceeds a certain limit (currently KRW 1 billion or an equivalent amount in foreign currency) on any month-end date during a calendar year. Korean residents should consult with their personal tax advisor to determine whether the country in which they hold foreign accounts have entered into an IGA with Korea.

PHILIPPINES

Notifications

Securities Law Notification

This offer of Restricted Stock Units is being made pursuant to an exemption from registration under Section 10.2 of the Philippines Securities Regulation Code that has been approved by the Philippines Securities and Exchange Commission.

Grantee should be aware of the risks of participating in the Plan, which include (without limitation) the risk of fluctuation in the price of Shares on the Nasdaq Global Select Market (“Nasdaq”) and the risk of currency fluctuations between the United States Dollar (“U.S. Dollar”) and Grantee’s local currency. In this regard, Grantee should note that the value of any Shares Grantee may acquire under the Plan may decrease, and fluctuations in foreign exchange rates between Grantee’s local currency and the U.S. Dollar may affect the value of the Restricted Stock Units or any amounts due to Grantee pursuant to the settlement of the Restricted Stock Units, the subsequent sale of Shares acquired by Grantee upon settlement or the receipt of any dividends paid on such Shares. The Company is not making any representations, projections or assurances about the value of Shares now or in the future.

For further information on risk factors impacting the Company's business that may affect the value of Shares, Grantee should refer to the risk factors discussion in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company's website at http://www.maximintegrated.com . In addition, Grantee may receive, free of charge, a copy of the Company's Annual Report, Quarterly Reports or any other reports, proxy statements or communications distributed to the Company's stockholders by contacting the Stock Administration Department at the address below:

Stock Administration

Maxim Integrated Products, Inc.

14460 Maxim Drive

Dallas, TX 75244

United States of America

Phone: +1 (972) 371-3435

The sale or disposal of Shares acquired under the Plan may be subject to certain restrictions under Philippine securities laws. Those restrictions should not apply if the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the shares of Stock are listed. The shares of Stock currently are listed on the Nasdaq in the United States of America.

PORTUGAL

Terms and Conditions

Language Consent

The following provision supplements Section 19 of the Restricted Stock Unit Agreement:

Grantee hereby expressly declares that he or she has full knowledge of the English language and has read, understood and freely accepted and agreed with the terms and conditions established in the Plan and the Agreement.

Conhecimento da Língua

A seguinte disposição complementa a Seção 19 do Acordo de Unidades de Ações Restritas:

O Beneficiário da Atribuição pelo presente declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.

Notifications

Exchange Control Notification

Portuguese residents who acquire shares in a foreign company (such as Shares under the Plan) and do not hold the shares with a Portuguese financial intermediary may need to file a report with the Portuguese Central Bank for statistical purposes. If the shares are held by a Portuguese financial intermediary, it will file the report for Grantee.

RUSSIA

Terms and Conditions

Data Privacy

The following provision supplements the Section 16 of the Restricted Stock Unit Agreement, and to the extent the two provisions are inconsistent, the below provision supersedes Section 16 of the Restricted Stock Unit Agreement:

Grantee understands and agrees that the Company may require the Grantee to complete and return to the Company a Consent to Processing of Personal Data form (the “Consent”). If a Consent is required by the Company but Grantee fails to provide such Consent, Grantee understands and agrees that the Company will not be able to administer or maintain the Restricted Stock Units or any other awards. Therefore, Grantee understands that refusing to complete any required Consent or withdrawing his or her consent may affect Grantee’s ability to participate in the Plan. For more information on any required Consent or withdrawal of consent, Grantee may contact his or her local human resources representative.

Securities Law Restriction

The Plan, Grant Notice, the Agreement, including this Appendix, and all other materials Grantee may receive regarding his or her participation in the Plan or the grant of Restricted Stock Units do not constitute

advertising or an offering of securities in Russia and are deemed accepted by Grantee only upon receipt of the signed Grant Notice in the United States or upon acceptance through an online acceptance website maintained in the United States. In no event will Shares acquired at vesting be delivered to Grantee in Russia; all Shares will be maintained on Grantee’s behalf in the United States. The issuance of Shares acquired at vesting has not and will not be registered in Russia; therefore, such Shares may not be offered or placed in public circulation in Russia.

U.S. Transaction Notification

Grantee is not permitted to make any public advertising or announcement regarding the Restricted Stock Units or Shares in Russia, nor to promote these Shares to other Russian legal entities or individuals, nor to sell or otherwise dispose of Shares directly to other Russian legal entities or individuals. Further, Grantee is not permitted to sell Shares acquired at vesting directly to a Russian legal entity or resident.

Notifications

Exchange Control Notification

Russian residents must repatriate the proceeds from the sale of shares in a foreign company (such as Shares under the Plan) to Russia within a reasonably short period after receipt. Such amounts must be initially credited to the Russian resident through a foreign currency account opened in the resident's name at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to a foreign bank subject to the following limitations: (i) the foreign account may be opened only for individuals; (ii) the foreign account may not be used for business activities; and (iii) the Russian tax authorities must be given notice about the opening/closing of each foreign account within one month of the account opening/closing. Dividends (but not dividend equivalents) do not need to be remitted to a bank account in Russia but instead can be remitted directly to a foreign individual bank account (in Organization for Economic Cooperation and Development (“OECD”) and Financial Action Task Force (“FATF”) countries).

Grantee should consult his or her personal tax advisor before selling any Shares acquired under the Plan and remitting any sale proceeds to Russia, as significant penalties may apply for non- compliance with exchange control requirements and exchange control requirements are subject to change at any time, often without notice.

Foreign Asset/Account Reporting Notification

Russian residents must notify the Russian tax authorities within one month of opening or closing a foreign bank account, or of changing any account details. Russian residents also will be required to file reports with the Russian tax authorities of the transactions in such residents’ foreign bank accounts.

Labor Law Notification

If Grantee continues to hold Shares acquired under the Plan after an involuntary termination of employment, Grantee may not be eligible to receive unemployment benefits in Russia.

Anti-Corruption Notification

Anti-corruption laws prohibit certain public servants, their spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of foreign companies such as the Company). Accordingly, Grantee should inform the Company if he or she is covered by these laws because Grantee should not hold Shares acquired under the Plan under these circumstances.

SERBIA

Notifications

Exchange Control Notification

Pursuant to the Law on Foreign Exchange Transactions (effective July 27, 2006), Serbian residents may freely acquire Shares under the Plan, however, the National Bank of Serbia generally requires reporting of the acquisition of such Shares, the value of the Shares at vesting and, on a quarterly basis, any changes in the value of the underlying Shares. Grantee is advised to consult with a personal legal advisor to determine his or her reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia. The Company reserves the right to require Grantee to report details of the sale of his or her Shares to the Company or to follow such other procedures as may be established by the Company to comply with applicable exchange control regulations.

SINGAPORE

Notifications

Securities Law Notification

The grant of the Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made with a view to the Restricted Stock Units or underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Grantee should note that the Restricted Stock Units are subject to section 257 of the SFA and Grantee will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made after 6 months from the date Restricted Stock Units are granted or pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Requirement

If Grantee is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of a Singaporean Subsidiary, Grantee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when Grantee receives an interest ( e.g. , Restricted Stock Units, Shares) in the Company or any related companies. In addition, Grantee must notify the Singaporean Subsidiary when Grantee sells Shares of the Company or any related company (including when Grantee sells Shares acquired through vesting of Restricted Stock Units). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of interests in the Company or any related company within two business days of becoming the CEO or a director, associate director or shadow director.

SPAIN

Terms and Conditions

Labor Law Acknowledgment

This provision supplements Section 7 of the Restricted Stock Unit Agreement:

By accepting the Restricted Stock Units, Grantee acknowledges that he or she understands and agrees to participation in the Plan and that he or she has received a copy of the Plan.

Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, Grantee understands that any grant is given on the assumption and condition that it shall not become a part of any employment or service contract (either with the Company, the Employer or any other Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Restricted Stock Units and Shares is unknown and unpredictable. In addition, Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, Grantee understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Restricted Stock Units shall be null and void.

Grantee understands and agrees that, as a condition of the grant of the Restricted Stock Units, the termination of Grantee’s Continuous Status as an Employee, Director or Consultant for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of the date Grantee is no longer actively employed. In particular, Grantee understands and agrees that any unvested Restricted Stock Units as of the date Grantee is no longer actively employed will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of Grantee’s Continuous Status as an Employee, Director or Consultant by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause ( i.e. , subject to a “ despido improcedente ”), individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Grantee acknowledges that he or she has read and specifically accepts the conditions referred to in Sections 2, 3 and 6 of the Restricted Stock Unit Agreement.

Notifications

Securities Law Notification

The RSUs and the Shares described in the Agreement do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including this Appendix) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores , and does not constitute a public offering prospectus.

Exchange Control Notification

Spanish residents must declare for statistical purposes the acquisition, ownership and disposition of Shares to the Dirección General de Comercio e Inversiones (“DGCI”), a department of the Ministry of Industry, Tourism and Commerce. Generally, the declaration must be made in January for Shares acquired or sold during (or owned as of December 31 of) the prior year; however, if the value of Shares acquired or sold exceeds €1,502,530 (or the Spanish resident holds 10% or more of the share capital of the Company or such other amount that would entitle him or her to join the Board), the declaration must be filed within one month of the acquisition or sale, as applicable.

In addition, Spanish residents are required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired at vesting of the Restricted Stock Units) held in such accounts, and any transactions carried out with non-residents, if the value of the transactions for all such accounts during the prior year or the balances in such accounts as of December 31 of the prior year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €100,000,000. If neither the total balances nor total transactions with non-residents during the relevant period exceeds €50,000,000, then a summarized form of declaration may be used.

Foreign Asset/Account Reporting Notification

Spanish residents must report assets or rights deposited or held outside of Spain (e.g., cash or Shares held in a bank or brokerage account) to the Spanish tax authorities on their annual tax returns. This reporting obligation is based on the value of those rights and assets as of December 31 and has a threshold of €50,000 per type of asset (bank account, Shares, real estate, etc.). After such assets or rights are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported asset or right increases by more than €20,000 or if the ownership of such asset or right is transferred or relinquished during the year.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Notification

The Restricted Stock Units are not intended to be publicly offered in or from Switzerland. The grant of the Restricted Stock Units is considered a private offering in Switzerland and is, therefore, not subject to registration in Switzerland. Neither this Agreement nor any other materials relating to the Restricted Stock Units constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this Agreement nor any other materials relating to the Restricted Stock Units may be publicly distributed or otherwise made publicly available in Switzerland.

TAIWAN

Notifications

Securities Law Notification

The offer of participation in the Plan is available only for employees of the Company and its Subsidiaries. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Notification

Taiwanese residents may remit foreign currency (including proceeds from the sale of Shares or the receipt of any dividends) into Taiwan up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, Taiwanese residents must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank.

THAILAND

Notifications

Exchange Control Notification

If proceeds from the sale of Shares or the receipt of dividends equal or exceed US$50,000 in a single transaction, Thai residents must repatriate such proceeds to Thailand immediately upon receipt. The funds must be converted into Thai Baht or deposited in a foreign currency bank account in Thailand within 360 days of remittance into Thailand. The residents will be required to provide information associated with the source of such proceeds on the Foreign Exchange Transaction Form to the authorized agent for reporting to an exchange control officer. Because exchange control regulations change frequently and without notice, Grantee should consult his or her personal advisor before selling Shares, to ensure compliance with current regulations. Grantee is responsible for ensuring compliance with all exchange control laws in Thailand, and neither the Company nor its Subsidiaries will be liable for any fines or penalties resulting from Grantee’s failure to comply with applicable laws.

TURKEY

Notifications

Securities Law Information

Under Turkish law, Grantee may not sell Shares acquired under the Plan in Turkey. The Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “MXIM” and the Shares may be sold through this exchange.

Exchange Control Information

In certain circumstances, Turkish residents are permitted to sell shares traded on a non-Turkish stock exchange only through a financial intermediary licensed in Turkey. Grantee may be required to appoint a Turkish broker to assist with the sale of the Shares acquired under the Plan. Grantee should consult his or her personal legal advisor before selling any Shares acquired under the Plan to confirm if this requirement applies.

UNITED STATES

There are no country specific provisions.

UNITED KINGDOM

Terms and Conditions

Award Payable Only in Shares

Notwithstanding Section 8(d) of the Plan, Restricted Stock Units granted to Grantees in United Kingdom shall be paid in Shares only and do not provide any right for Grantees in the United

Kingdom to receive a cash payment.

Eligibility

Notwithstanding Section 5 of the Plan, or any provision or discretion in the Plan or the

Agreement to the contrary, Restricted Stock Units may be granted only to Employees in the United Kingdom. For the avoidance of doubt, Consultants based in the United Kingdom shall not be eligible to participate in the Plan.

Tax Acknowledgment

The following provisions supplement Section 6 of the Restricted Stock Unit Agreement:

Grantee agrees that if payment or withholding of the income tax is not made within 90 days after the end of the U.K. tax year in which the relevant taxable or tax withholding event occurs, or such other period specified in Section 222(1)(c) U.K. Income tax (Earnings and Pensions) Act 2003 (the “Due Date”), and provided that Grantee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), then the amount of any uncollected income tax due shall constitute a loan owed by Grantee to the Employer, effective on the Due Date. Grantee agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue & Customs (“HMRC”) and it will be immediately due and repayable by Grantee and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 6 of the Restricted Stock Unit Agreement.

In the event that Grantee is an executive officer or director and income tax is not collected from or paid by Grantee by the Due Date, the amount of any uncollected income tax may constitute a benefit to Grantee on which additional income tax and National Insurance Contributions (“NICs”) may be payable. Grantee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self- assessment regime and for reimbursing the Company or the Employer (as applicable) the amount of any employee NICs due on this additional benefits which may be recovered from Grantee at any time thereafter by any of the means referred to in Section 6 of the Agreement.

Joint Election

As a condition of Grantee’s participation in the Plan and of the vesting of the Restricted Stock Units, Grantee agrees to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by the Company and/or the Employer with respect to the Chargeable Event (“Employer NICs”). Without limitation to the foregoing, Grantee agrees to execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”), and any other required consents or elections as provided to Grantee by the Company or the Employer. Grantee further agrees to execute such other joint elections as may be required between Grantee and any successor to the Company or the Employer.

If Grantee does not enter into the NICs Joint Election, if approval of the NICs Joint election has been withdrawn by HMRC, if the NICs Joint Election is revoked by the Company or the Employer (as applicable), or if the NICs Joint Election is jointly revoked by Grantee and the Company or the Employer, as applicable, the Restricted Stock Units shall cease vesting and become null and void, and no Shares shall be acquired under the Plan, without any liability to the Company, the Employer and/or any Parent or Subsidiary.

Grantee further agrees that the Company and/or the Employer may collect the Employer NICs by any of the means set forth in Section 6 of the Agreement, as supplemented above.

MAXIM INTEGRATED PRODUCTS, INC.

2008 EMPLOYEE STOCK PURCHASE PLAN

ENROLLMENT FORM AGREEMENT

I hereby elect to participate in the Maxim Integrated Products, Inc. 2008 Employee Stock Purchase Plan (the “Plan”) and subscribe to purchase shares of the Company’s Common Stock, in accordance with this Enrollment Form Agreement, any special terms and conditions for my country 1 set forth in the Appendix I (attached to this Enrollment Form Agreement) and the Plan. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to such terms in the Plan.


2.	I hereby authorize payroll deductions from each paycheck in the amount I specified in the online enrollment process through Morgan Stanley’s website (from 1 to 25%, in increments of 1%) of my Eligible Compensation on each payday during the Offer Period in accordance with the Plan.

I understand that I will be deemed to have elected to participate and authorized the same percentage of payroll deductions, and my participation in the Plan will automatically remain in effect, from one Offer Period to the next in accordance with my payroll deduction authorization, unless I withdraw from the Plan or my employment status changes. To increase or reduce the rate of my payroll deductions, I understand I will have to complete a new enrollment through Morgan Stanley’s website during the Enrollment Period for the subsequent Offer Period, and the change in my rate of payroll deductions will become effective only at the beginning of the subsequent Offer Period.

I understand that my payroll deductions shall be accumulated in a Payroll Account in my name for the purchase of Shares on the Purchase Date at the applicable purchase price as determined in Section 5 below (the “Purchase Price”). I understand that unless I withdraw from an Offer Period or my employment status changes, any accumulated payroll deductions will be used to automatically exercise my right to purchase the number of whole Shares which the balance of my Payroll Account will purchase on the Purchase Date by dividing the balance of my Payroll Account by the Purchase Price.


5.	I understand that the Purchase Price for each Share shall be the lesser of (i) 85% of the Fair Market Value of such Shares on the Offer Date and (ii) 85% of the Fair Market Value of such Shares on the Purchase Date.


6.	I acknowledge that the Plan and a prospectus relating to the Plan have been made available to me. I understand that my participation in the Plan is in all respects subject to the terms of the Plan.

1 For the purposes of this Agreement, the phrase “my country” refers to any country whose laws and regulations apply to the participant during the relevant time period, as determined by the Company at its sole discretion. I should speak with my personal legal and tax advisor for more information as to which countries this phrase may include, based on my specific circumstances.

I acknowledge that, regardless of any action the Company and/or, if different, my employer (the “Employer”) take with respect to any or all income tax (including U.S., federal, state and local tax and/or non-U.S. tax), social insurance, fringe benefit tax, payroll tax, payment on account or other items related to my participation in the Plan and legally applicable to me or deemed by the Company or the Employer in their reasonable discretion to be an appropriate charge to me even if legally applicable to the Company or Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Company or the Employer. I further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of my participation in the Plan, including, but not limited to, the grant or exercise of the right to purchase Shares, the purchase of Shares under the Plan, the subsequent sale of Shares acquired under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the right to purchase Shares to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Further, if I am subject to Tax-Related Items in more than one jurisdiction, I acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, I will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from my wages or other cash compensation paid to me by the

Company and/or the Employer;

(b) withholding from proceeds of the sale of Shares acquired upon exercise of the right to purchase Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization); or

(c) withholding in Shares to be issued upon exercise of the right to purchase Shares, provided, however, that if I am a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and I am participating in the Non-423(b) Component, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(c) herein and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then I shall be entitled to elect the method of withholding from the alternatives above.

Depending on the withholding method, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, I am deemed to

have been issued the full number of Shares purchased upon exercise of the right to purchase Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of my participation in the Plan.

Finally, I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of my participation in the Plan or the purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to purchase Shares on my behalf under the Plan and refuse to issue or deliver the Shares if I fail to comply with my obligations in connection with the Tax-Related Items as described in this Section 7.

I understand that if I am a U.S. taxpayer (regardless of whether I am also subject to tax in any other country), I am participating in the Code Section 423(b) component of the Plan 2 and I dispose of any Shares acquired under the Plan before the later to occur of: (1) two years after the first day of the Offer Period during which I purchased such Shares, and (2) one year after the Purchase Date, I will be treated for U.S. federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the Fair Market Value of the Shares at the time such Shares were purchased over the Purchase Price paid for the Shares, regardless of whether I sold such Shares for a gain or a loss. In such circumstances, I hereby agree to notify the Company in writing prior to the end of the calendar year in which any Shares were disposed of and to make adequate provisions for Tax-Related Items which arise upon the disposition of the Shares .


9.	By completing the online enrollment process and participating in the Plan, I understand, acknowledge and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of rights to purchase Shares under the Plan is voluntary and does not create any contractual or other right to receive future grants of rights to purchase Shares, or benefits in lieu of rights to purchase Shares even if I am automatically receiving new rights to purchase Shares at the end of each Offer Period absent a withdrawal;

(c) all decisions with respect to future rights to purchase Shares under the Plan, if any, will be at the sole discretion of the Company;


(d)	I am voluntarily participating in the Plan;

(e) the right to purchase Shares and any Shares purchased under the Plan, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of my employment contract, if any;

(f) this Enrollment Form Agreement and my participation in the Plan do not constitute an express or implied promise of continued employment with the Employer and will not interfere with my right or the right of the Employer to terminate my employment relationship at any time;

² Please check with the Company to determine whether this requirement applies to you.

(g) unless otherwise agreed with the Company, the right to purchase Shares and the Shares purchased under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, the service I may provide as a director of a Subsidiary or Affiliate;

(h) the right to purchase Shares and any Shares purchased under the Plan are not intended to replace any pension rights or compensation;

(i) the right to purchase Shares and any Shares purchased under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(j) the grant of rights to purchase Shares and my participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;

(k) the future value of the Shares underlying the rights to purchase Shares is unknown, indeterminable and cannot be predicted with certainty;

(l) in consideration of the grant of rights to purchase Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the rights to purchase Shares resulting from termination of employment (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws or the terms of my employment agreement, if any) and I irrevocably release the Company and/or my Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, I shall be deemed irrevocably to have waived my entitlement to pursue such claim;

(m) in the event of termination of my employment relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor laws or the terms of my employment agreement, if any), my right to purchase Shares under the Plan, if any, will terminate effective as of the date that I am no longer actively employed and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of my participation in the Plan (including whether I may still be considered actively employed while on leave of absence);

(n) the right to purchase Shares and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and

(o) the following provisions apply only if I am providing services outside the

United States:

(1) the right to purchase Shares and any Shares purchased under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposes; and

(2) neither the Company, nor the Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between my local currency and the United States Dollar that may affect the value of the Shares or any amounts due pursuant to the purchase of the Shares or the subsequent sale of any Shares purchased under the Plan.


10.	The Company is not providing any tax, legal or financial advice, nor is the Company making any

recommendations regarding my participation in the Plan, or my acquisition or sale of the underlying Shares. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Plan before taking any action related to the Plan.

11.

I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Enrollment Form Agreement and any other Plan materials by and among, as applicable, the Employer, the Company and any other Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that the Company and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all rights to purchase Shares or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

I understand that Data will be transferred to any third parties assisting in the implementation, administration and management of the Plan. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that, if I reside outside the United States, I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company and any recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any Shares acquired upon purchasing Shares under the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan.

I understand that, if I reside outside the United States, I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant the right to purchase Shares or other equity awards to me, or administer or maintain such awards. Therefore, I understand, that refusing or withdrawing my consent may affect my ability to exercise or realize benefits from the right to purchase Shares or otherwise participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.


12.	Except as may be approved by the Committee, the right to purchase Shares under the Plan is not transferable, except by will or by the laws of descent and distribution, and is exercisable during my

lifetime only by me.


13.	If I have received this Enrollment Form Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control.


14.	I acknowledge that the Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. I hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15.

This grant of rights to purchase Shares and the provisions of this Enrollment Form Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant of the right to purchase Shares or this Enrollment Form Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


16.	The provisions of this Enrollment Form Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17.

Notwithstanding any provisions in this Enrollment Form Agreement, the grant of rights to purchase Shares and my participation in the Plan shall be subject to any special terms and conditions for my country set forth in Appendix I (attached to this Enrollment Form Agreement). Moreover, if I relocate to one of the countries included in Appendix I, the special terms and conditions for such country will apply to me, to the extent the Company

determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix I constitutes part of this Enrollment Form Agreement.


18.	The Company reserves the right to impose other requirements on my participation in the Plan, on the right to purchase Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

19.

I acknowledge that, depending on my country, I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell Shares or rights to Shares under the Plan during such times as I am considered to have “inside information” regarding the Company (as defined by local laws in my country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. I acknowledge that it is my responsibility to comply with any applicable restrictions, and that I should speak to my personal advisor on this matter.


20.	I acknowledge that my country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect my ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds

arising from the sale of Shares) in a brokerage or bank account outside my country. I may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. I also may be required to repatriate sale proceeds or other funds received as a result of my participation in the Plan to my country through a designated bank or broker and/or within a certain time after receipt. I further acknowledge that it is my responsibility to be compliant with such regulations, and that I should consult my personal legal advisor for any details.


21.	I acknowledge that a waiver by the Company of breach of any provision of this Enrollment Form Agreement shall not operate or be construed as a waiver of any provision of this Enrollment Form Agreement, or of any subsequent breach by me or any other participant.

By electronically agreeing to this Enrollment Form Agreement through the Morgan Stanley website, you agree to all of the terms and conditions contained in this Enrollment Form Agreement, any special terms and conditions for my country set forth the Appendix I and in the Plan.

APPENDIX I

MAXIM INTEGRATED PRODUCTS, INC.

2008 EMPLOYEE STOCK PURCHASE PLAN

ENROLLMENT FORM AGREEMENT

SPECIAL TERMS AND CONDITIONS/NOTIFICATIONS

FOR NON-U.S. PARTICIPATING EMPLOYEES

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Enrollment Form Agreement and the Plan.

Terms and Conditions

This Appendix I includes additional terms and conditions that govern your participation in the Plan if you reside and/or work in one of the countries listed herein.

If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, are considered a resident of another country for local law purposes or transfer employment and/or residency between countries after the Offer Date, the Company shall, in its sole discretion, determine to what extent the additional terms and conditions included herein will apply to you under these circumstances.

Notifications

This Appendix I also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time the Shares are purchased on your behalf or you sell Shares acquired under the Plan.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, are considered a resident of another country for local law purposes or transfer employment and/or residency between countries after the Offer Date, the information contained herein may not be applicable in the same manner to you.

AUSTRIA

Terms and Conditions

Interest Waiver

By electing to participate in the Plan and agreeing to the Enrollment Form Agreement, you unambiguously consent to waive your right to any interest arising in relation to the payroll deductions taken from your Eligible Compensation in connection with your participation in the Plan.

Notifications

Exchange Control Notification

If you hold Shares obtained through the Plan outside Austria (even if held outside of Austria with an Austrian bank), you may be required to submit a report to the Austrian National Bank as follows: (i) on a quarterly basis if the value of the Shares as of any given quarter is equal to or greater than €30,000,000; and (ii) on an annual basis if the value of the Shares as of December 31 is equal to or greater than €5,000,000. The deadline for filing the quarterly report is the 15 ^th day of the month following the end of the respective quarter. The deadline for filing the annual report is January 31 of the following year.

CANADA

Terms and Conditions

Nature of Grant. This provision replaces Section 9(l) of the Enrollment Form Agreement:

(l) in the event of termination of my employment relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local labor laws or the terms of my employment agreement, if any), my right to purchase Shares under the Plan, if any, will terminate effective as of the date that is the earlier of (1) the date on which my employment relationship is terminated; (2) the date I receive written notice of termination of my employment relationship; or (3) the date I am no longer actively employed, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when I am no longer actively employed for purposes of may participation in the Plan(including whether I may still be considered actively employed while on leave of absence);

The following provisions will apply if you are a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Enrollment Form Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis donnés et procédures judiciaries exécutés, donnés ou intentées en vertu de, ou liés directement ou indirectement, à la présente convention.

Data Privacy. The following provision supplements Section 11 of the Enrollment Form Agreement:

I hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.

I further authorize the Company, the Employer and/or any other Subsidiary or Affiliate to disclose and discuss the Plan with their advisors. I also authorize the Company, the Employer and/or any other Subsidiary or Affiliate to record such information and to keep such information in my employment file.

Notifications

Securities Law Notification. You may not be permitted to sell within Canada the Shares acquired under the Plan. You may only be permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. Currently the Shares are listed on the Nasdaq Global Select Market in the United States of America.

Foreign Asset/Account Reporting Notification. Foreign property, including shares, rights to purchase shares, and other rights to receive shares ( e.g. , stock options, restricted stock units) of a non-Canadian company held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of such employee’s foreign assets exceeds C$100,000 at any time during the year. Thus, such stock options and rights to purchase shares must be reported, generally at nil cost, if the $100,000 cost threshold is exceeded because other foreign property is held by the employee. When shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares at the time of acquisition, but if the employee owns shares of the same company, this ACB may have to be averaged with the ACB of the other shares.

GERMANY

Notifications

Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported monthly the German Federal Bank. From September 2013, the German Federal Bank no longer will accept reports in paper form and all reports must be filed electronically. The electronic “General Statistics Reporting Portal” ( Allgemeines Meldeportal Statistik ) can be accessed on the German Federal Bank’s website: www.bundesbank.de . In the event that German residents make or receive a payment in excess of this amount, they are responsible for complying with applicable reporting requirements.. In addition, in the unlikely event that German residents hold shares exceeding 10% of the total capital or voting rights of a foreign company (such as the Company), they must report holdings in the company on an annual basis.

INDIA

Terms and Conditions

Quick Sale Program . You acknowledge and understand that immediately following the issuance of Shares on the Purchase Date, such Shares will be sold under the Quick Sale Program, which is described in detail in Appendix II. You may opt-out of or withdraw from the Quick Sale Program by following the instructions in Appendix II.

Notifications

Exchange Control Notification. Indian residents must repatriate to India any proceeds from the sale of Shares within 90 days of receipt and any dividends received in relation to Shares within 180 days of receipt. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where the foreign currency

is deposited and should retain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is your responsibility to comply with the applicable exchange control laws in India.

Foreign Asset/Account Reporting Notification. Indian residents are required to declare in their annual tax returns (a) any foreign assets they hold and (b) any foreign bank accounts for which they have signing authority.

IRELAND

Terms and Conditions

Tax Withholding. This provision supplements Section 7 of the Enrollment Form Agreement:

As a condition of your participation in the Plan, you authorize the Company or the Employer to withhold Tax-Related Items arising in Ireland at the time you exercise your right to purchase Shares, regardless of the fact that such withholding may not be required by law. You further acknowledge and agree that the Company or the Employer may accomplish such withholding by any one or any combination of the methods described in Section 7 of the Enrollment Form Agreement. Notwithstanding this provision, you acknowledge and agree that, should the Company or the Employer fail to withhold Tax-Related Items for any or no reason, it remains your obligation to satisfy all Tax-Related Items and neither the Company nor the Employee will be liable for your failure to satisfy such obligations.

Notifications

Director Notification. If you are a director of an Irish Subsidiary or Affiliate, you are subject to certain notification requirements under the Companies Act, 1990. Among these requirements is an obligation to notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest ( e.g. , a right to purchase Shares, Shares) and the number and class of Shares or rights to which the interest relates, or within five business days of becoming aware of the event giving rise to the notification requirement or within five business days of becoming a director or secretary if such an interest exists at the time. These notification requirements also apply to a shadow director or secretary of the Irish Subsidiary or Affiliate ( i.e. , an individual who is not on the Board of Directors of the Irish Subsidiary or Affiliate but who has sufficient control so that the Board of Directors of the Irish Subsidiary acts in accordance with the “directions or instructions” of the individual) and with respect to the interests of your spouse or minor children (whose interests will be attributed to you if you are a director, shadow director or secretary).

JAPAN

Notifications

Foreign Asset/Account Reporting Notification. Japanese residents are required to report details of any assets (including any Shares acquired under the Plan) held outside of Japan as of December 31st of each year, to the extent such assets have a total net fair market value exceeding ¥50,000,000. You should consult with your personal tax advisor as to whether the reporting obligation applies to you and whether you will be required to include details of any cash, rights to purchase Shares under the Plan or Shares held by you in the report.

KOREA

Terms and Conditions

Power of Attorney. You understand that, by electronically agreeing to the Enrollment Form Agreement through the Morgan Stanley website, you provide the Company with the attached Power of Attorney and agree to all of the terms and conditions described therein. You further understand that the Company may request that you print, sign and return the attached Power of Attorney, if the Company determines it is necessary in order for you to participate in the Plan. If so requested, you agree to provide a signed hard copy of the attached Power of Attorney to the Company without delay.

Notifications

Exchange Control Notification. Exchange control laws require Korean residents who realize US$500,000 or more in a single transaction from the sale of Shares or the receipt of dividends to repatriate the proceeds to Korea within 18 months of the sale/receipt.

Foreign Asset/Account Reporting Notification. Korean residents are required to declare foreign accounts ( i.e. , non-Korean bank accounts, brokerage accounts, etc.) they hold in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” (“IGA”) with Korea. A report must be filed with the Korean tax authorities if the monthly balance of such accounts exceeds a certain limit (currently KRW 1 billion or an equivalent amount in foreign currency) on any month-end date during a calendar year. Korean residents should consult with their personal tax advisor to determine whether the country in which they hold foreign accounts have entered into an IGA with Korea.

(Power of Attorney on next page - please use the form for your specific Employer)

Power of Attorney

(For Employees of Maxim Integrated Product Korea Jusik Hoesa)

KNOW ALL MEN BY THESE PRESENTS:

That _________________________, an employee working for Maxim Integrated Products Korea Inc. , a company organized under the laws of the Republic of Korea with principal offices at 1st & 3rd Fl, M Tower 154‐11, Samsung‐dong, Gangnam‐gu, Seoul, Korea, does hereby appoint attorney-in-fact, Maxim Integrated Products Korea Inc. , through its duly appointed representative, with full power and authority to do the following:

1. To prepare, execute and file any report/application and all other documents required for implementation of the Maxim Integrated Products, Inc. 2008 Employee Stock Purchase Plan (the “Plan”) in Korea;

2. To take any action that may be necessary or appropriate for implementation of the Plan with the competent Korean authorities, including but not limited to the transfer of my payroll deductions through a foreign exchange bank; and

3. To constitute and appoint, in its place and stead, and as its substitute, one or more representatives, with power of revocation.

I hereby ratify and confirm as my own act and deed all that such representative may do or cause to be done by virtue of this instrument.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed in my name this day of , 20 .

By: _______________________________

(Signature)

Power of Attorney

(For Employees of Maxim Integrated Products International Sales Limited, Korean Branch)

KNOW ALL MEN BY THESE PRESENTS:

That __________________________, an employee working for Maxim Integrated Products

International Sales Limited, Korean Branch , a company organized under the laws of the Republic of Korea with principal offices at 505 Korea City Air Terminal, I 59-6 Samsung-dong, Gangnam-gu, Seoul, Korea, does hereby appoint attorney-in-fact, Maxim Integrated Products International Sales Limited, Korean Branch , through its duly appointed representative, with full power and authority to do the following:

3. To constitute and appoint, in its place and stead, and as its substitute, one or more representatives, with power of revocation.

I hereby ratify and confirm as my own act and deed all that such representative may do or cause to be done by virtue of this instrument.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed in my name this day of , 20 .

By: _______________________________

(Signature)

PHILIPPINES

Terms and Conditions

Issuance of Shares. You acknowledge and understand that, if the issuance of Shares on the Purchase Date does not comply with all applicable Philippines securities laws, Shares will not be purchased on your behalf. In particular, Shares will not be purchased on your behalf unless and until the Philippines Securities and Exchange Commission authorizes the issuance of Shares under the Plan by approving the Company’s request for exemption (or exemption renewal, as applicable) from the securities registration requirement.

Notifications

Securities Law Information. This offer of rights to purchase Shares is being made pursuant to an exemption from registration under Section 10.2 of the Philippines Securities Regulation Code that has been approved by the Philippines Securities and Exchange Commission. You should be aware of the risks of participating in the Plan, which include (without limitation) the risk of fluctuation in the price of Shares on the Nasdaq Global Select Market (“Nasdaq”) and the risk of currency fluctuations between the United States Dollar (“U.S. Dollar”) and your local currency. In this regard, you should note that the value of any Shares you may acquire under the Plan may decrease, and fluctuations in foreign exchange rates between you local currency and the U.S. Dollar may affect the value of the right to purchase Shares, or any amounts due to you upon the subsequent sale of Shares acquired under the Plan. The Company is not making any representations, projections or assurances about the value of Shares now or in the future.

For further information on risk factors impacting the Company's business that may affect the value of Shares, you should refer to the risk factors discussion in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company's website at http://www.maximintegrated.com. In addition, you may receive, free of charge, a copy of the Company's Annual Report, Quarterly Reports or any other reports, proxy statements or communications distributed to the Company's stockholders by contacting the Stock Administration Department at the address below:

Stock Administration

Maxim Integrated Products, Inc.

14460 Maxim Drive

Dallas, TX 75244

United States of America

Phone: +1 (972) 371-3435

The sale or disposal of Shares acquired under the Plan may be subject to certain restrictions under Philippines securities laws. Those restrictions should not apply if the offer and resale of the Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market in the United States of America.

SINGAPORE

Notifications

Securities Law Notification. The grant of rights to purchase Shares under the Plan is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made with a view to the rights to purchase Shares or the underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that the purchase rights are subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the purchase rights in Singapore, unless such sale or offer is made after six months from the date the rights to purchase Shares are granted or pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section

280) of the SFA.

Chief Executive Officer and Director Notification Requirement. If you are the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of a Singaporean Subsidiary or Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary or Affiliate in writing when you receive an interest ( e.g. , purchase rights, Shares) in the Company or any related companies. In addition, you must notify the Singaporean Subsidiary or Affiliate when you sell Shares of the Company or any related company (including when you sell Shares acquired under the Plan). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of interests in the Company or any related company within two business days of becoming the CEO or a director, associate director or shadow director.

TAIWAN

Notifications

Securities Law Notification. The offer of participation in the Plan is available only for employees of the Company, the Employer and/or any other Subsidiary or Affiliate. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company.

Exchange Control Notification. Taiwanese residents may remit foreign currency (including proceeds from the sale of Shares or the receipt of any dividends) into Taiwan up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, Taiwanese residents must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank.

THAILAND

Terms and Conditions

Consent to Transfer Funds. By participating in the Plan, you agree to execute any consents that may be required to effect the transfer of your accumulated payroll deductions to the Company for the purchase

of Shares under the Plan, promptly upon request of the Company.

Notifications

Exchange Control Notification. If proceeds from the sale of Shares or the receipt of dividends equal or exceed US$50,000 in a single transaction, Thai residents are required to repatriate such proceeds to Thailand immediately upon receipt. The funds must be converted into Thai Baht or deposited into a foreign currency account in Thailand within 360 days of remittance into Thailand. Thai residents will be required to provide information associated with the source of such income on the Foreign Exchange Transaction Form to the Bank of Thailand authorized agent for reporting to an exchange control officer. Because exchange control regulations change frequently and without notice, you should consult your personal tax advisor before selling Shares to ensure compliance with current regulations. You are responsible for ensuring compliance with all exchange control laws in Thailand, and neither the Company, nor the Employer nor any other Subsidiary or Affiliate will be liable for any fines or penalties resulting from your failure to comply with applicable laws.

UNITED STATES

There are no country-specific provisions.

UNITED KINGDOM

Terms and Conditions

Tax Acknowledgment. The following provisions supplement Section 7 of the Enrollment Form Agreement:

You agree that if payment or withholding of the income tax is not made within 90 days after the end of the U.K. tax year in which the relevant taxable or tax withholding event occurs, or such other period specified in Section 222(1)(c) U.K. Income tax (Earnings and Pensions) Act 2003 (the “Due Date”), and provided you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), then the amount of any uncollected income tax due shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then- current Official Rate of Her Majesty’s Revenue & Customs (“HMRC”), it will be immediately due and repayable by you and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Enrollment Form Agreement.

In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be

payable. You will be responsible for reporting and paying any income tax due on the additional benefit directly to HMRC under the self-assessment regime and for reimbursing Company or the Employer (as applicable) the amount of any NICs due on this additional benefit which may be recovered from you at any time thereafter by any of the means referred to in Section 7 of the Enrollment Form Agreement.

Joint Election. As a condition of your participation in the Plan and purchasing Shares thereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by the Company and/or the Employer with respect to the Taxable Event (“Employer NICs”). Without limitation to the foregoing, you agree to execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the “Joint Election”), and any other required

consents or elections as provided to you by the Company or the Employer. You further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer.

If you do not enter into the NICs Joint Election prior to the first Purchase Date, or if the Joint Election is revoked at any time by HMRC, you shall, without any liability to the Company and/or the Employer, not be entitled to purchase Shares.

You further agree that the Company and/or the Employer may collect the Employer NICs by any of the means set forth in Section 7 of the Enrollment Form Agreement, as supplemented above.

APPENDIX II

MAXIM INTEGRATED PRODUCTS, INC.

Quick Sale Program for Participants in India, Philippines and Thailand in the 2008

Employee Stock Purchase Plan (the “Plan”)

Morgan Stanley, LLC (“Morgan Stanley”) and Maxim Integrated Products, Inc. (the “Company” or “Maxim”) offer participants in the Plan in India, the Philippines and Thailand the opportunity to sell, through a Quick Sale Program (the “Program”), all of their shares of Maxim common stock (“Shares”) purchased under the Plan following each purchase period. You will be automatically enrolled in the Program and your shares will be sold under the Program unless you opt-out or withdraw by following the “Opt-Out Instructions” below.

If you do not opt-out of the Program, Morgan Stanley will automatically sell your Shares as soon as they are available, which is expected to be 3-5 days after each applicable Purchase Date as defined in the ESPP. Proceeds from the sale of the Shares will be remitted to you via payroll, less applicable taxes, on the next regular payroll date or the one thereafter. You do not need to take further action in order to sell Shares purchased on future Purchase Dates. Such Shares will automatically be sold for as long as you participate in the Program.

Opt-Out Instructions: Your participation in the Program shall remain in effect unless and until you give clear, written instructions to terminate it by sending an email to Inna.Vilig@maximintegrated.com , with a copy to Denise.Ledbetter@maximintegrated.com , no later than 30 days before the next Purchase Date under the Plan to permanently withdraw/opt-out of the Quick Sale Program.

If you participate in the Program, then Morgan Stanley will charge you a brokerage fee of USD $.03 per share for each of the Shares sold under the Program. If you opt out and elect not to participate in the Program, you may still sell your Shares, however , you will need to do so by logging onto your account at www.benefitaccess.com or by contacting Morgan Stanley directly, in which case Morgan Stanley will charge you a brokerage fee of (i) USD $.03 per share for each of the Shares sold, or (ii) USD $25 (and a mandatory SEC fee of $5), whichever is greater. In addition, if you elect to opt out and not participate in the Program and you sell the Shares at a future date, Morgan Stanley will charge you an additional USD $10 to receive the sale proceeds via a check or USD $25 to receive the sale proceeds via a wire transfer.

You hereby authorize Morgan Stanley to sell on the NASDAQ Stock Exchange all Shares purchased by you under the Plan following the purchase of Shares until revoked in accordance with the “Opt Out Instructions” described above, as soon as they are available. You hereby hold Morgan Stanley and the Company harmless for the transactions made pursuant to the Program and understand that selling these Shares assumes certain currency, timing and market risks.

You acknowledge that participation in the Program and the Plan automatically terminates upon termination of employment from the Company (or its subsidiaries) for any reason. Nothing contained herein obligates the Company from continuing to offer the Plan or the Program, and the Company has the right, in its sole and absolute discretion, to terminate the Plan or to terminate the Plan offering in India, the Philippines and Thailand. All terms and conditions contained are subject to the provisions contained in the Plan.

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “ Agreement” ), dated as of July 21, 2015, is made among Maxim Integrated Products, Inc., the Lenders party hereto, and Wells Fargo Bank, National Association (“ Wells Fargo Bank” ), in its capacity as Administrative Agent.

RECITALS

A. The Borrower, the Lenders party thereto, and Wells Fargo Bank, as Administrative Agent, are parties to that certain Credit Agreement, dated as of October 13, 2011 (as amended by the First Amendment Agreement, dated as of June 27, 2014, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the " Credit Agreement" ), pursuant to which the Lenders made available to the Borrower a revolving credit facility. Unless otherwise specifically defmed herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

B. The Borrower, the Administrative Agent and the Required Lenders have agreed to make certain amendments to the Credit Agreement on the terms and conditions set forth herein.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENT TO CREDIT AGREEMENT

Clause (b) in the definition of "Change of Control" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

" (b) the majority of the seats (other than vacant seats) on the board of directors of the Borrower are not occupied by Persons (i) who were members of that board on the First Amendment Effective Date, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority ofthat board."

ARTICLE II

CONDITIONS OF EFFECTIVENESS

This Agreement shall become effective as of the date (such date being referred to as the “ Second Amendment Effective Date” ) when, and only when, the Administrative Agent (or its counsel) shall have received (i) (x) from Lenders constituting Required Lenders and (y) from each other party hereto (other than the Administrative Agent), either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or Electronic Communication of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.

ARTICLE III

MISCELLANEOUS

3.1 Governing Law . This Agreement shall be constructed in accordance with and governed by the law of the State of New York.

3.2 Full Force and Effect . Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, "hereinafter," "hereto," "hereof," and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Agreement. Any reference to the Credit Agreement or any of the other Loan Documents herein or in any such documents shall refer to the Credit Agreement and Loan Documents as amended hereby. This Agreement is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. This Agreement shall constitute a Loan Document under the terms of the Credit Agreement.

3.3 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

3.4 Successors and Assigns . This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

3.5 Construction . Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

3.6 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.



	MAXIM INTEGRATED PRODUCTS, INC., at the Borrower
	By: /s/ Peter Campagna Name: J Peter Campagna Title: VP Treasurer

Signature Page to Second Amendment



	WELLS FARGO BANK, NATIONAL ASSOCIATION , individually as a Continuing Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	By: /s/ Karen Byler Name: Karen Byler Title: SVP

Signature Page to Second Amendment



	The Bank of Tokyo-Mitsubishi UFJ, LTD.
	By: /s/ Lillian Kim Name: Lillian Kim Title: Director

Signature Page to Second Amendment



	Bank of America, N.A., as a Lender
	By: /s/ My-Linh Yoshike Name: My-Linh Yoshiike Title:Vice President

Signature Page to Second Amendment



	Barelays Bank PLC, as a lender
	By: /s/ Mathew Cybul Name: Mathew Cybul Title: Assistant Vice President

Signature Page to Second Amendment



	SUNTRUST BANK
	By: /s/ Min Park Name: Min Park Title: Vice President

Signature Page to Second Amendment



	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	By: /s/ Doreen Barr Name: Doreen Barr Title: Authorized Signatory

	By: /s/ Franziska Schoch Name: Franziska Schoch Title: Authorized Signatory

Signature Page to Second Amendment



	Goldman Sachs Bank USA
	By: /s/ Jamie Minieri Name: Jamie Minieri Title: Authorized Signatory

Signature Page to Second Amendment



	HSBC BANK USA, N.A. as a Lender
	By: /s/ Christopher L. Snider Name: Christopher L. Snider Title: Senior Relationship Manager

Signature Page to Second Amendment



	Morgan Stanley Bank, N.A.
	By: /s/ Roberto Ellinghaus Name: Roberto Ellinghaus Title: Authorized Signatory

Signature Page to Second Amendment



	Sumitomo Mitsui Banking Corporation,
	By: /s/ David W. Kee Name: David W. Kee Title: Managing Director

Signature Page to Second Amendment

EXHIBIT 12.1

MAXIM INTEGRATED PRODUCTS, INC.

Statement of Ratio of Income to Fixed Charges

(Dollar amounts in millions)



	Years ended
	June 27 2015		June 28 2014		June 29 2013		June 30 2012		June 25 2011
Income before provision for income taxes	246.2		409.2		570.3		532.7		661.7

Fixed Charges:
Interest portion of rental expense	0.5		0.5		0.5		0.9		0.6
Interest expense	32.5		27.0		16.4		13.1		11.1
Amortized premiums, discounts and capitalized expenses related to the debt	2.4		2		1.1		0.7		0.7
Total fixed charges	$	35.4	$	29.5	$	18.0	$	14.7	$	12.4

Ratio of income to fixed charges	8x		15x		33x		37x		54x

EXHIBIT 21.1

SUBSIDIARIES OF THE COMPANY



Name of Subsidiary	Jurisdiction of Incorporation

Maxim Integrated Products UK Limited	United Kingdom

Maxim Integrated Products GmbH	Germany

Maxim Gesellschaft fur elektronische integrierte Baustine GmbH	Germany

Maxim France SARL	France

Maxim Integrated Products Netherlands B.V.	Netherlands

Maxim Integrated Products GmbH	Austria

Maxim Integrated Products (Ireland) Holdings Limited	Ireland

Maxim Integrated Products International Limited	Ireland

Maxim Integrated Products International Sales Limited	Ireland

Maxim Overseas Technology SARL	Luxembourg

Maxim Japan Co., Ltd.	Japan

Maxim Integrated Products Korea Inc.	Korea

Maxim Philippines- Assembly Corporation	Philippines

Maxim Philippines Operating Corporation	Philippines

Maxim Philippines Holding Corporation	Philippines

Maxim Philippines Land Corporation *	Philippines

* This Subsidiary is 40% owned by the Registrant.

Maxim (I.P.) Enterprise Solutions Corporation	Philippines

Maxim Integrated Products (Thailand) Co., Ltd.	Thailand

MXIM Circuits Design Shanghai Limited	China



Name of Subsidiary	Jurisdiction of Incorporation

Maxim India Integrated Circuit Design Private Limited	India

Maxim Mikroelektronik Tasarim ve Gelistirme Ltd. Sti	Turkey

Maxim Nordic ApS	Denmark

Maxim International Holding, Inc.	Delaware

L&L Engineering, LLC	New Hampshire

Maxim Technology Ltd.	Cayman Islands

Maxim Holding Company Ltd.	Cayman Islands

Maxim Semiconductor Corporation (Taiwan)	Delaware

Dallas Semiconductor Philippines, Inc.	Philippines

Maxim Integrated Products Asia Limited	Hong Kong

Maxim Dallas (Shanghai) Semiconductor Trading Co. Ltd.	China

Mobilygen Corporation	California

Innova Card	France

Teridian Semiconductor Holdings Corp.	Delaware

Teridian Semiconductor Intermediate Holding Corp.	Delaware

Teridian Semiconductor Corporation	California

Phyworks Limited	United Kingdom

Maxim Integrated Products India Sales Private Limited	India

IPR Limited	Cayman Islands

Calvatec Limited	United Kingdom

Genasic Design Systems Ltd.	United Kingdom

Maxim Integrated Germany GmbH	Germany

Maxim Integrated GmbH	Austria

Metrixx Limited	United Kingdom



Name of Subsidiary	Jurisdiction of Incorporation

Cambridge Analog Technologies, Inc.	Delaware

TagArray, Inc.	Delaware

Bedrock Automation Platforms, Inc.	Delaware

Scintera Networks LLC	Delaware

Volterra Semiconductor LLC	Delaware

Volterra Asia Pte. Ltd.	Singapore

Volterra Global Marketing Ltd.	Cayman Islands

Volterra International Ltd.	Cayman Islands

Volterra Semiconductor Technology (Shanghai) Co. Ltd.	China

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-103163, 333-122559, 333-132888, 333-157416, 333-164640, 333-171824, 333-179249, 333-186214, 333-193731, and 333-201862 on Form S-8, and Registration Statement No. 333-190576 on Form S-3 of our reports dated August 17, 2015 , relating to the consolidated financial statements and financial statement schedule of Maxim Integrated Products, Inc. and its subsidiaries (collectively the “Company”), and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Maxim Integrated Products, Inc. for the year ended June 27, 2015 .

/s/ DELOITTE & TOUCHE LLP

San Jose, California

August 17, 2015

Exhibit 31.1

CERTIFICATION

I, Tunc Doluca, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Maxim Integrated Products, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 17, 2015	/s/Tunc Doluca

		Tunc Doluca
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Bruce E Kiddoo, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Maxim Integrated Products, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 17, 2015	/s/Bruce E. Kiddoo

		Bruce E. Kiddoo
		Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-K for the period ended June 27, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Tunc Doluca, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:


1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and


2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: August 17, 2015



	By:	/s/Tunc Doluca

		Tunc Doluca President and Chief Executive Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

Exhibit 32.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-K for the period ended June 27, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Bruce E. Kiddoo, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:


1.	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and


2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: August 17, 2015



	By:	/s/Bruce E. Kiddoo

		Bruce E. Kiddoo Senior Vice President and Chief Financial Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.