MAXIM INTEGRATED PRODUCTS INC (Form: 10-Q, Received: 10/30/2019 16:05:29)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM	10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 28, 2019



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

Commission file number 1-34192

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of registrant as specified in its charter)



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

160 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices including Zip Code)

(408) 601-1000

(Registrant’s Telephone Number, Including Area Code)



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

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

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

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



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

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

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

As of October 15, 2019, there were 270,609,296 shares of Common Stock, par value $.001 per share, of the registrant outstanding.

MAXIM INTEGRATED PRODUCTS, INC.

INDEX



PART I - FINANCIAL INFORMATION		Page

Item 1. Financial Statements (Unaudited)		3

Condensed Consolidated Balance Sheets as of September 28, 2019 and June 29, 2019		3

Condensed Consolidated Statements of Income for the Three Months Ended September 28, 2019 and September 29, 2018		4

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 28, 2019 and September 29, 2018		5

Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended September 28, 2019 and September 29, 2018		6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 28, 2019 and September 29, 2018		8

Notes to Condensed Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3. Quantitative and Qualitative Disclosures About Market Risk		28

Item 4. Controls and Procedures		28

PART II - OTHER INFORMATION		30

Item 1. Legal Proceedings		30

Item 1A. Risk Factors		30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 3. Defaults Upon Senior Securities		30

Item 4. Mine Safety Disclosures		30

Item 5. Other Information		30

Item 6. Exhibits		31

SIGNATURE		32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	September 28, 2019			June 29, 2019
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,695,191		$	1,757,342
Short-term investments	98,176			140,990
Total cash, cash equivalents and short-term investments	1,793,367			1,898,332
Accounts receivable, net of allowances of $99 at September 28, 2019 and $148 at June 29, 2019	370,316			360,016
Inventories	235,959			246,512
Other current assets	24,982			34,640
Total current assets	2,424,624			2,539,500
Property, plant and equipment, net	574,097			577,722
Intangible assets, net	52,376			56,242
Goodwill	532,251			532,251
Other assets	97,439			38,267
TOTAL ASSETS	$	3,680,787		$	3,743,982

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	81,794		$	84,335
Price adjustment and other revenue reserves	90,206			100,490
Income taxes payable	31,704			33,765
Accrued salary and related expenses	96,168			118,704
Accrued expenses	42,644			33,873
Total current liabilities	342,516			371,167
Long-term debt	992,944			992,584
Income taxes payable	446,138			469,418
Other liabilities	117,903			65,537
Total liabilities	1,899,501			1,898,706

Commitments and contingencies (Note 11)

Stockholders’ equity:
Common stock and capital in excess of par value	271			272
Retained earnings	1,793,012			1,856,358
Accumulated other comprehensive loss	(11,997		)	(11,354		)
Total stockholders’ equity	1,781,286			1,845,276
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,680,787		$	3,743,982

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended
	September 28, 2019		September 29, 2018
	(in thousands, except per share data)

Net revenues	$	533,040	$	638,495
Cost of goods sold	189,717		208,259
Gross margin	343,323		430,236
Operating expenses:
Research and development	108,989		112,708
Selling, general and administrative	76,115		81,518
Intangible asset amortization	756		773
Severance and restructuring expenses	1,434		994
Other operating expenses (income), net	25		60
Total operating expenses	187,319		196,053
Operating income	156,004		234,183
Interest and other income (expense), net	1,829		(546		)
Income before provision for income taxes	157,833		233,637
Income tax provision	17,677		36,214
Net income	$	140,156	$	197,423

Earnings per share:
Basic	$	0.52	$	0.71
Diluted	$	0.51	$	0.70

Shares used in the calculation of earnings per share:
Basic	271,388		278,045
Diluted	274,436		282,454

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended
	September 28, 2019			September 29, 2018
	(in thousands)
Net income	$	140,156		$	197,423
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $(14) and $(27), respectively	118			1,092
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $165 and $(214), respectively	(859		)	1,095
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(22) and $(19), respectively	98			78
Other comprehensive income (loss), net	(643		)	2,265
Total comprehensive income	$	139,513		$	199,688

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)



	Three Months Ended September 28, 2019
	Common Stock					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, June 29, 2019	271,852		$	272		$	—		$	1,856,358		$	(11,354	)	$	1,845,276
Net income	—		—			—			140,156			—			140,156
Other comprehensive income (loss), net	—		—			—			—			(643		)	(643		)
Repurchase of common stock	(1,622	)	(1		)	(22,235		)	(71,316		)	—			(93,552		)
Cumulative-effect adjustment for adoption of ASU 2016-02	—		—			—			(1,964		)	—			(1,964		)
Net issuance of restricted stock units	387		—			(9,943		)	—			—			(9,943		)
Stock options exercised	266		—			7,482			—			—			7,482
Stock-based compensation	—		—			24,696			—			—			24,696
Dividends paid, $0.48 per common share	—		—			—			(130,222		)	—			(130,222		)
Balance, September 28, 2019	270,883		$	271		$	—		$	1,793,012		$	(11,997	)	$	1,781,286

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)



	Three Months Ended September 29, 2018
	Common Stock				Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares		Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	(in thousands)

Balance, June 30, 2018	278,664		$	279	$	—		$	1,945,646		$	(14,985	)	$	1,930,940
Net income	—		—		—			197,423			—			197,423
Other comprehensive income (loss), net	—		—		—			—			2,265			2,265
Repurchase of common stock	(1,862	)	—		(19,563		)	(92,935		)	—			(112,498		)
Cumulative-effect adjustment for adoption of ASU 2016-01	—		—		—			2,487			—			2,487
Net issuance of restricted stock units	297		—		(7,528		)	—			—			(7,528		)
Stock options exercised	331		—		6,608			—			—			6,608
Stock-based compensation	—		—		20,483			—			—			20,483
Dividends paid, $0.46 per common share	—		—		—			(127,857		)	—			(127,857		)
Balance, September 29, 2018	277,430		$	279	$	—		$	1,924,764		$	(12,720	)	$	1,912,323

See accompanying Notes to Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended
	September 28, 2019			September 29, 2018
	(in thousands)
Cash flows from operating activities:
Net income	$	140,156		$	197,423
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	24,671			20,497
Depreciation and amortization	23,921			31,191
Deferred taxes	453			(3,032		)
Loss (gain) on disposal of property, plant and equipment	376			621
Other adjustments	27			(117		)
Changes in assets and liabilities:
Accounts receivable	(20,584		)	(23,604		)
Inventories	10,578			7,002
Other current assets	(52,443		)	(12,625		)
Accounts payable	1,242			(5,263		)
Income taxes payable	(25,341		)	33,743
Accrued salary and related expenses	(22,536		)	(45,408		)
All other accrued liabilities	60,750			6,757
Net cash provided by (used in) operating activities	141,270			207,185
Cash flows from investing activities:
Purchases of property, plant and equipment	(20,631		)	(18,316		)
Proceeds from sale of property, plant and equipment	43			1
Proceeds from sale of available-for-sale securities	—			8,438
Proceeds from maturity of available-for-sale securities	42,921			301,834
Payment in connection with business acquisition, net of cash acquired	—			(2,949		)
Purchases of available-for-sale securities	—			(190,880		)
Purchases of private company investments	—			(750		)
Proceeds from private company investments	516			—
Other investing activities	(35		)	—
Net cash provided by (used in) investing activities	22,814			97,378
Cash flows from financing activities:
Contingent consideration paid	—			(8,000		)
Net issuance of restricted stock units	(9,943		)	(7,528		)
Proceeds from stock options exercised	7,482			6,608
Repurchase of common stock	(93,552		)	(112,498		)
Dividends paid	(130,222		)	(127,857		)
Net cash provided by (used in) financing activities	(226,235		)	(249,275		)
Net increase (decrease) in cash and cash equivalents	(62,151		)	55,288
Cash and cash equivalents:
Beginning of period	$	1,757,342		$	1,543,484
End of period	$	1,695,191		$	1,598,772
Supplemental disclosures of cash flow information:
Cash paid, net, during the period for income taxes	$	32,156		$	10,988
Cash paid for interest	$	8,438		$	8,438
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	8,307		$	5,590

See accompanying Notes to Condensed Consolidated Financial Statements.

MAXIM INTEGRATED PRODUCTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

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

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

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Pronouncements

(i) New Accounting Updates Recently Adopted

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842). Topic 842 states that lessees will recognize a lease liability for the commitment to make lease payments and a right-of-use asset for the underlying asset, for the duration of the lease. The FASB also issued ASU 2018-10 and ASU 2018-11 which provide improvements to ASU 2016-02 and an additional transition method option, respectively. This transition method allows a Company to apply the new lease accounting standard on adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. The Company adopted ASU 2016-02 in the first quarter of fiscal year 2020.

The Company adopted the new standard using the modified retrospective method and electing the optional transition method practical expedient. Under the optional transition method, the Company recognized a cumulative-effect adjustment to the consolidated balance sheet and did not adjust comparative prior period information.

The Company elected multiple practical expedients permitted:


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


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


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

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

Effective June 30, 2019, the first day of adoption, the Company recognized $61.0 million of operating lease right-of-use assets and $65.2 million of operating lease liabilities on its Consolidated Balance Sheet. The adoption of the standard had an immaterial impact on retained earnings.

Updated Lease Accounting Policy

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

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

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

NOTE 3: BALANCE SHEET COMPONENTS

Inventories consist of:



	September 28, 2019		June 29, 2019
	(in thousands)
Raw materials	$	17,085	$	16,121
Work-in-process	148,350		160,273
Finished goods	70,524		70,118
Total inventories	$	235,959	$	246,512

Property, plant and equipment, net, consist of:



	September 28, 2019			June 29, 2019
	(in thousands)
Land	$	17,720		$	17,720
Buildings and building improvements	287,437			265,191
Machinery, equipment and software	1,360,956			1,367,606
Total	1,666,113			1,650,517
Less: accumulated depreciation	(1,092,016		)	(1,072,795		)
Total property, plant and equipment, net	$	574,097		$	577,722

Accrued salary and related expenses consist of:



	September 28, 2019		June 29, 2019
	(in thousands)
Accrued vacation	$	29,958	$	30,251
Accrued bonus	20,078		71,466
Accrued salaries	16,209		8,329
Accrued fringe benefits	5,222		4,807
Other	24,701		3,851
Total accrued salary and related expenses	$	96,168	$	118,704

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 securities, agency securities, corporate debt securities, certificates of deposit, commercial paper and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates.

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

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

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



	September 28, 2019								June 29, 2019
	Fair Value Measurements Using						Total Balance		Fair Value Measurements Using						Total Balance
	Level 1		Level 2		Level 3		Total Balance		Level 1		Level 2		Level 3		Total Balance
	(in thousands)
Assets
Cash and cash equivalents
Money market funds	$	176,919	$	—	$	—	$	176,919	$	186,819	$	—	$	—	$	186,819
Short-term investments
Certificates of deposit	—		—		—		—		—		1,000		—		1,000
Corporate debt securities	—		98,176		—		98,176		—		139,990		—		139,990
Other current assets
Foreign currency forward contracts	—		104		—		104		—		651		—		651
Total assets	$	176,919	$	98,280	$	—	$	275,199	$	186,819	$	141,641	$	—	$	328,460

Liabilities
Accrued expenses
Foreign currency forward contracts	$	—	$	638	$	—	$	638	$	—	$	148	$	—	$	148
Contingent consideration	—		—		9,052		9,052		—		—		9,052		9,052
Total Liabilities	$	—	$	638	$	9,052	$	9,690	$	—	$	148	$	9,052	$	9,200

During the three months ended September 28, 2019 and the year ended June 29, 2019, 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 September 28, 2019 and June 29, 2019 other than impairments of long-lived assets.

As of September 28, 2019 and June 29, 2019, the fair market value of private company investments amounted to $20.2 million and $20.7 million, respectively. The aggregate amount of unrealized losses recognized from these investments were $3.6 million and $3.6 million, respectively, as of September 28, 2019 and June 29, 2019.

Unrealized gains (losses) on private company investments were not material during the three months ended September 28, 2019 and September 29, 2018.

NOTE 5: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:



	September 28, 2019									June 29, 2019
	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
Certificates of deposit	$	—	$	—	$	—		$	—	$	1,000	$	—	$	—		$	1,000
Corporate debt securities	98,099		83		(6		)	98,176		140,031		68		(109		)	139,990
Total available-for-sale investments	$	98,099	$	83	$	(6	)	$	98,176	$	141,031	$	68	$	(109	)	$	140,990

In the three months ended September 28, 2019 and September 29, 2018, the Company did not recognize any impairment charges on short-term investments. All available-for-sale investments have maturity dates between September 29, 2019 and March 12, 2021.

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

Derivative instruments and hedging activities

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

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

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). As of September 28, 2019 and June 29, 2019, the notional amounts of the forward contracts the Company held to purchase international currencies were $43.0 million and $48.5 million, respectively. As of September 28, 2019 and June 29, 2019, the Company did not hold any forward contracts to sell international currencies.

Derivatives not designated as hedging instruments

As of September 28, 2019 and June 29, 2019, the notional amounts of the forward contracts the Company held to purchase international currencies were $21.7 million and $19.6 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $21.9 million and $21.1 million, respectively. The Company's foreign currency

forward contract gains or losses included in the Condensed Consolidated Statements of Income were not material for the three months ended September 28, 2019 and September 29, 2018.

Effect of hedge accounting on the Condensed Consolidated Statements of Income

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



	Three Months Ended							Three Months Ended
	September 28, 2019							September 29, 2018
	Net Revenue		Cost of Goods Sold		Operating Expenses				Net Revenue		Cost of Goods Sold			Operating Expenses
	(in thousands)
Income and expenses line items in which the effects of cash flow hedges are recorded	$	533,040	$	189,717	$	187,319			$	638,495	$	208,259		$	196,053

Gain (loss) on cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	$	—	$	120	$	(370	)		$	39	$	(514	)	$	(1,225	)

Outstanding debt obligations

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



	September 28, 2019			June 29, 2019
	(in thousands)
3.45% fixed rate notes due June 2027	$	500,000		$	500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Total outstanding debt	1,000,000			1,000,000
Less: Reduction for unamortized discount and debt issuance costs	(7,056		)	(7,416		)
Total long-term debt	$	992,944		$	992,584

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

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

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

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

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes, were $8.9 million and $12.4 million during the three months ended September 28, 2019 and September 29, 2018, respectively.

The estimated fair value of the Company’s outstanding debt obligations was approximately $1.03 billion as of September 28, 2019. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

The Company recorded interest expense of $9.3 million and $12.6 million during the three months ended September 28, 2019, and September 29, 2018, respectively.

Other Financial Instruments

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

NOTE 6: STOCK-BASED COMPENSATION

At September 28, 2019, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), and market stock units (“MSUs”) to employees, directors, and consultants.

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

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

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

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three months ended September 28, 2019 and September 29, 2018, respectively:



	Three Months Ended								Three Months Ended
	September 28, 2019								September 29, 2018
	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	9	$	2,280	$	669	$	2,958	$	10	$	1,761	$	507	$	2,278
Research and development	4		9,485		1,395		10,884		11		8,692		1,155		9,858
Selling, general and administrative	67		9,953		810		10,830		56		7,645		661		8,362
Pre-tax stock-based compensation expense	$	80	$	21,718	$	2,874	$	24,672	$	77	$	18,098	$	2,323	$	20,498
Less: income tax effect							2,888								1,964
Net stock-based compensation expense							$	21,784							$	18,534

The expenses included in the Condensed Consolidated Statements of Income for RSUs include expenses related to MSUs of $4.4 million and $2.4 million for the three months ended September 28, 2019 and September 29, 2018, respectively.

Stock Options

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

There were no stock options granted in the three months ended September 28, 2019 and September 29, 2018.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of September 28, 2019 and related activity for the three months ended September 28, 2019:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019	777,413		$	28.30
Options Granted	—		—
Options Exercised	(253,017	)	27.99
Options Cancelled	(16,575	)	27.30
Balance at September 28, 2019	507,821		$	28.34	1.0	$	14,665,580
Exercisable, September 28, 2019	507,821		$	28.34	1.0	$	14,665,580
Vested and expected to vest, September 28, 2019	507,821		$	28.34	1.0	$	14,665,580



(1)	Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 27, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 28, 2019.

As of September 28, 2019, there was no unrecognized stock compensation from unvested stock options.

Restricted Stock Units and Other Awards

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

The weighted-average fair value of RSUs and other awards granted was $47.61 and $54.98 per share for the three months ended September 28, 2019 and September 29, 2018, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of September 28, 2019 and related activity during the three months ended September 28, 2019:



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019	4,918,306
Restricted stock units and other awards granted	1,427,637
Restricted stock units and other awards released	(393,643	)
Restricted stock units and other awards cancelled	(124,175	)
Balance at September 28, 2019	5,828,125		3.0	$	333,485,313
Outstanding and expected to vest, September 28, 2019	4,806,421		2.9	$	275,023,419



(1)	Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on September 27, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 28, 2019.

The Company withheld shares totaling $9.9 million in value as a result of employee withholding taxes based on the value of RSUs on their vesting date for the three months ended September 28, 2019. Total payments for employees’ tax obligations to taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of September 28, 2019, there was $193.4 million of unrecognized compensation expense related to 5.8 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Market Stock Units (MSUs)

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

The weighted-average fair value of MSUs granted was $54.70 and $75.48 per share for the three months ended September 28, 2019 and September 29, 2018, respectively.

The following table summarizes the number of MSUs outstanding and expected to vest as of September 28, 2019 and their activity during the three months ended September 28, 2019:



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 29, 2019	1,048,532
Market stock units granted	259,984
Market stock units released	(183,974	)
Market stock units cancelled	(98,418	)
Balance at September 28, 2019	1,026,124		3.0	$	58,714,815
Outstanding and expected to vest, September 28, 2019	404,928		2.9	$	23,169,973



(1)	Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 27, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 28, 2019.

As of September 28, 2019, there was $37.1 million of unrecognized compensation expense related to 1.0 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Employee Stock Purchase Plan

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

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



	Three Months Ended
	September 28, 2019	September 29, 2018
Expected holding period (in years)	0.5 years	0.5 years
Risk-free interest rate	2.3% - 2.7%	1.6% - 2.1%
Expected stock price volatility	29.5 % - 31.3%	19.6% - 32.7%
Dividend yield	3.1% - 3.4%	2.8% - 3.1%

As of September 28, 2019, there was $4.0 million of unrecognized compensation expense related to the 2008 ESPP.

NOTE 7: EARNINGS PER SHARE

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

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



	Three Months Ended
	September 28, 2019		September 29, 2018
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	140,156	$	197,423

Denominator for basic earnings per share	271,388		278,045
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	3,048		4,409
Denominator for diluted earnings per share	274,436		282,454

Earnings per share
Basic	$	0.52	$	0.71
Diluted	$	0.51	$	0.70

For the three months ended September 28, 2019 and September 29, 2018 no stock awards were determined to be anti-dilutive. Therefore, none were excluded from the calculation of diluted earnings per share.

NOTE 8: SEGMENT INFORMATION

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

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

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

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



	Three Months Ended
	September 28, 2019		September 29, 2018
	(in thousands)
United States	$	55,799	$	72,129
China	197,299		219,298
Rest of Asia	169,914		220,381
Europe	95,940		111,369
Rest of World	14,088		15,318
	$	533,040	$	638,495

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



	September 28, 2019		June 29, 2019
	(in thousands)
United States	$	379,053	$	379,308
Philippines	99,518		102,634
Rest of World	95,526		95,780
	$	574,097	$	577,722

NOTE 9: COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the three months ended September 28, 2019 and September 29, 2018 were as follows:



(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total
June 29, 2019	$	(6,280	)	$	(4,322	)	$	(1,136	)	$	425		$	(41	)	$	(11,354	)
Other comprehensive income (loss) before reclassifications	—			—			—			(1,274		)	132			(1,142		)
Amounts reclassified out of accumulated other comprehensive (income) loss	—			120			—			250			—			370
Tax effects	—			(22		)	—			165			(14		)	129
Other comprehensive income (loss), net	—			98			—			(859		)	118			(643		)
September 28, 2019	$	(6,280	)	$	(4,224	)	$	(1,136	)	$	(434	)	$	77		$	(11,997	)



(in thousands)	Unrealized Gains and (Losses) on Intercompany Receivables			Unrealized Gains and (Losses) on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and (Losses) on Cash Flow Hedges			Unrealized Gains and (Losses) on Available-For-Sale Securities			Total
June 30, 2018	$	(6,280	)	$	(2,516	)	$	(1,136	)	$	(1,383	)	$	(3,670	)	$	(14,985	)
Other comprehensive income (loss) before reclassifications	—			—			—			(391		)	1,119			728
Amounts reclassified out of accumulated other comprehensive (income) loss	—			97			—			1,700			—			1,797
Tax effects	—			(19		)	—			(214		)	(27		)	(260		)
Other comprehensive income (loss), net	—			78			—			1,095			1,092			2,265
September 29, 2018	$	(6,280	)	$	(2,438	)	$	(1,136	)	$	(288	)	$	(2,578	)	$	(12,720	)

NOTE 10: INCOME TAXES

In the three months ended September 28, 2019 and September 29, 2018, the Company recorded an income tax provision of $17.7 million and $36.2 million, respectively. The Company’s effective tax rate for the three months ended September 28, 2019 and September 29, 2018 was 11.2% and 15.5%, respectively.

The Company’s federal statutory tax rate is 21%. The Company’s effective tax rate for the three months ended September 28, 2019 and September 29, 2018 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, that were taxed at lower rates, partially offset by U.S. tax expense related to Global Intangible Low-Taxed Income.

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

NOTE 11: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

Indemnification

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

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

NOTE 12: COMMON STOCK REPURCHASES

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

During the three months ended September 28, 2019, the Company repurchased approximately 1.6 million shares of its common stock for $93.6 million. As of September 28, 2019, the Company had remaining authorization of $1.0 billion 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 13: LEASES

The Company's lease obligations consist of operating leases for domestic and international office facilities, data centers, and equipment. These leases expire at various dates through fiscal year 2031. For the three months ended September 28, 2019, the Company recorded operating lease expense of $2.9 million.

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



	September 28, 2019
	(in thousands)
Other assets	$	58,881

Accrued expenses	$	10,024
Other liabilities	$	53,099

Future minimum lease payments under non-cancelable operating leases as of September 28, 2019 are as follows:



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

Other information related to leases as of September 28, 2019 are as follows:



	Three Months Ended
	September 28, 2019
Supplemental cash flow information	(in thousands)
Operating cash flows used for operating leases	$	2,863
Weighted-average remaining lease term - operating leases, in years	7
Weighted-average discount rate - operating leases	3.45		%

The incremental borrowing rate used by the Company is based on the most recent June 2017 debt offering of the Company's 3.450% senior unsecured and unsubordinated notes.

NOTE 14: GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

There were no changes to goodwill for the three months ended September 28, 2019.

No indicators or instances of impairment were identified in the three months and fiscal year ended September 28, 2019 and June 29, 2019, respectively.

Intangible Assets

Intangible assets consisted of the following:



	September 28, 2019						June 29, 2019
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	490,136	$	448,668	$	41,468	$	487,346	$	445,558	$	41,788
Customer relationships	116,505		106,573		9,932		116,505		105,901		10,604
Trade name	9,974		8,998		976		9,974		8,914		1,060
Patents	2,500		2,500		—		2,500		2,500		—
Total amortizable purchased intangible assets	619,115		566,739		52,376		616,325		562,873		53,452
In-process research & development (IPR&D)	—		—		—		2,790		—		2,790
Total purchased intangible assets	$	619,115	$	566,739	$	52,376	$	619,115	$	562,873	$	56,242

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



	Three Months Ended
	September 28, 2019		September 29, 2018
	(in thousands)
Cost of goods sold	$	3,111	$	6,915
Intangible asset amortization	756		773
Total intangible asset amortization expenses	$	3,867	$	7,688

The following table represents the estimated future amortization expense of intangible assets as of September 28, 2019:



	Amount
Fiscal Year	(in thousands)
Remaining nine months of 2020	$	11,600
2021	13,767
2022	8,088
2023	7,604
2024	4,628
Thereafter	6,689
Total intangible assets	$	52,376

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

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

Overview of Business

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

The Linear and Mixed-Signal Analog Integrated Circuit Market

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

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


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


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


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

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

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

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



MAJOR END-MARKET		MARKET

AUTOMOTIVE		Infotainment
		Powertrain
		Body Electronics
		Safety and Security

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

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

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

CRITICAL ACCOUNTING POLICIES

The methods, estimates, and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include revenue recognition, which impacts the recording of net revenues; valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible assets; 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 in the Management’s Discussion and Analysis of Financial Condition in our Annual Report on Form 10-K for the fiscal year ended June 29, 2019. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period.

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

RESULTS OF OPERATIONS

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



	Three Months Ended
	September 28, 2019		September 29, 2018

Net revenues	100.0	%	100.0	%
Cost of goods sold	35.6	%	32.6	%
Gross margin	64.4	%	67.4	%
Operating expenses:
Research and development	20.4	%	17.7	%
Selling, general and administrative	14.3	%	12.8	%
Intangible asset amortization	0.1	%	0.1	%
Severance and restructuring expenses	0.3	%	0.2	%
Other operating expenses (income), net	—	%	—	%
Total operating expenses	35.1	%	30.7	%
Operating income	29.3	%	36.7	%
Interest and other income (expense), net	0.3	%	(0.1	)%
Income before provision for income taxes	29.6	%	36.6	%
Income tax provision (benefit)	3.3	%	5.7	%
Net income	26.3	%	30.9	%

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



	Three Months Ended
	September 28, 2019		September 29, 2018
Cost of goods sold	0.6	%	0.5	%
Research and development	2.0	%	1.4	%
Selling, general and administrative	2.0	%	1.2	%
	4.6	%	3.1	%

Net Revenues

Net revenues were $533.0 million and $638.5 million for the three months ended September 28, 2019 and September 29, 2018, respectively. Revenue from industrial products was down by 21% due to lower shipments in control and automation and automatic test equipment products. Revenue from communication and data center products was down by 25% due to lower shipments in network and data communications, data center and other communications products. These results include net revenues for the three months ended September 29, 2018 that align with our revised end-market categories.

During the three months ended September 28, 2019 and September 29, 2018, approximately 90% and 89% of net revenues, respectively, were derived from customers outside of the United States. While less than 1.0% of our sales are denominated in currencies other than U.S. dollars, we enter into foreign currency forward contracts to mitigate our risks on firm commitments and net monetary assets denominated in foreign currencies. The impact of changes in foreign exchange rates on our revenue and results of operations for the three months ended September 28, 2019 and September 29, 2018 was immaterial.

Gross Margin

Our gross margin percentages were 64.4% and 67.4% for the three months ended September 28, 2019 and September 29, 2018, respectively. Our gross margin decreased by 3.0 percentage points, primarily due to lower revenues.

Research and Development

Research and development expenses were $109.0 million and $112.7 million for the three months ended September 28, 2019 and September 29, 2018, respectively, which represented 20.4% and 17.7% of net revenues for each respective period. The $3.7 million decrease was due to lower salaries and related personnel costs.

Selling, General and Administrative

Selling, general and administrative expenses were $76.1 million and $81.5 million for the three months ended September 28, 2019 and September 29, 2018, respectively, which represented 14.3% and 12.8% of net revenues for each respective period. The $5.4 million decrease was due to lower salaries and related personnel costs, and lower depreciation expense.

Provision for Income Taxes

BACKLOG

As of September 28, 2019 and June 29, 2019, our current quarter backlog was approximately $401.8 million and $391.3 million respectively. In backlog, we include orders with customer request dates within the next three months. As is customary in the semiconductor industry, these orders may be canceled in most cases without penalty to customers. Accordingly, we believe that our backlog is not a reliable measure of future revenues. All backlog numbers have been adjusted for estimated future distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:



	Three Months Ended
	September 28, 2019			September 29, 2018
	(in thousands)
Net cash provided by (used in) operating activities	$	141,270		$	207,185
Net cash provided by (used in) investing activities	22,814			97,378
Net cash provided by (used in) financing activities	(226,235		)	(249,275		)
Net increase (decrease) in cash and cash equivalents	$	(62,151	)	$	55,288

Operating activities

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

Cash provided by operating activities decreased by $65.9 million for the three months ended September 28, 2019 compared with the three months ended September 29, 2018 due to lower net income, partially offset by changes in working capital.

Investing activities

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

Cash provided by investing activities decreased by $74.6 million for the three months ended September 28, 2019 compared with the three months ended September 29, 2018. The decrease was due to lower proceeds from maturity of available-for-sale securities and lower purchases of available-for-sale securities.

Financing activities

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

Cash used in financing activities decreased by $23.0 million for the three months ended September 28, 2019 compared with the three months ended September 29, 2018 due to lower share repurchases.

Liquidity and Capital Resources

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

As of September 28, 2019, our available funds consisted of $1.8 billion in cash, cash equivalents and short-term investments.

On October 30, 2018, we were authorized to repurchase up to $1.5 billion of the Company's common stock. During the three months ended September 28, 2019, we repurchased an aggregate of $93.6 million of the Company's common stock.

During the three months ended September 28, 2019, we paid cash dividends of $0.48 per common share totaling $130.2 million.

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.

Off-Balance-Sheet Arrangements

As of September 28, 2019, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the three months ended September 28, 2019 and September 29, 2018 was not material.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of September 28, 2019. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of September 28, 2019. The purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 28, 2019 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 consolidated financial statements in accordance with GAAP, and no control system, no matter how well designed and operated, can provide absolute assurance. The design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement errors and misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The information set forth above under Part I, Item 1, Note 11 “Commitments and Contingencies” to the Condensed Consolidated Financial Statements is incorporated herein by reference.

ITEM 1A: RISK FACTORS

A description of risks associated with our business, financial condition and results of our operations is set forth in Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 29, 2019, which is incorporated herein by reference.

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

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

The following table summarizes the activity related to stock repurchases for the three months ended September 28, 2019:



	Issuer Repurchases of Equity Securities
	(in thousands, except per share amounts)
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Jun 30, 2019 - Jul 27, 2019	436	$	61.35	436	$	1,088,234
Jul 28, 2019 - Aug 24, 2019	531	56.22		531	1,058,397
Aug 25, 2019 - Sep 28, 2019	655	56.45		655	1,021,431
Total for the quarter	1,622	$	57.69	1,622	$	1,021,431

In the three months ended September 28, 2019, the Company repurchased approximately 1.6 million shares of its common stock for approximately $93.6 million. As of September 28, 2019, the Company had remaining authorization of $1.0 billion 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.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

(a) Exhibits



10.1	Form of Global Performance Share Agreement for FY2020
10.2	Form of Global Restricted Stock Unit Agreement
10.3	Form of Global Employee Stock Purchase Plan Agreement
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act ⁽¹⁾
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act ⁽¹⁾
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 ⁽¹⁾
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 ⁽¹⁾
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾
101.SCH	Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾



(1) Filed or furnished herewith.

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

SIGNATURE

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



October 30, 2019		MAXIM INTEGRATED PRODUCTS, INC.

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



Date:	October 30, 2019	/s/ Tunç Doluca

		Tunç Doluca
		President and Chief Executive Officer


(A) =	The product of (1) the Target Shares, multiplied by (2) Performance Attainment Multiplier for the Performance Period;


(B) =	Sum of the Annual Banked Shares for each of the three Interim Periods.


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.


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.


7.	I acknowledge that, regardless of any action taken by the Company and/or, if different, my employer (the “Employer”), the ultimate liability for any and all income tax (including U.S. and non-U.S. federal, state and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to


(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


(b)	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 Exchange Act and I am participating in the Non-423(b) Component, then the obligation for Tax-Related Items will be satisfied by one or a combination of methods (a) and (b) above.


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 exceptional, 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;


(f)	unless otherwise agreed with the Company, the right to purchase Shares and the Shares purchased under the Plan, and the income from 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;


(g)	the right to purchase Shares and any Shares purchased under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;


(i)	the future value of the Shares underlying the rights to purchase Shares is unknown, indeterminable and cannot be predicted with certainty;


(j)	the value of the Shares purchase under the Plan may increase or decrease in the future, even below the Purchase Price;


(k)	no claim or entitlement to compensation or damages shall arise from forfeiture of the rights to purchase Shares resulting from termination of employment (regardless of the reason for the termination and whether or not such termination is found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any);


(n)	the following provisions apply only if I am providing services outside the United States:


(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 should consult with my own personal tax, legal and financial advisors regarding my participation in the Plan before taking any action related to the Plan.


(d)	Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage my participation in the Plan, or as required


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.


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 online or electronic system established and maintained by the Company or a third party designated by the Company.


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.


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.


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.


1.	I have reviewed this quarterly report on Form 10-Q 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;