|
|
|
|
|
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 26, 2020
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ________ to ________.
|
Delaware
|
|
94-2896096
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
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
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
PART I - FINANCIAL INFORMATION
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|
Page
|
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
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Condensed Consolidated Balance Sheets as of September 26, 2020 and June 27, 2020
|
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Condensed Consolidated Statements of Income for the Three Months Ended September 26, 2020 and September 28, 2019
|
|
|
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Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 26, 2020 and September 28, 2019
|
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Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended September 26, 2020 and September 28, 2019
|
|
|
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 26, 2020 and September 28, 2019
|
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|
Notes to Condensed Consolidated Financial Statements
|
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
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|
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Item 4. Controls and Procedures
|
|
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|
|
PART II - OTHER INFORMATION
|
|
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
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Item 3. Defaults Upon Senior Securities
|
|
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Item 4. Mine Safety Disclosures
|
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Item 5. Other Information
|
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Item 6. Exhibits
|
|
|
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|
|
SIGNATURE
|
|
|
September 26,
2020 |
|
June 27,
2020 |
||||
|
(in thousands)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,595,089
|
|
|
$
|
1,578,670
|
|
Short-term investments
|
17,022
|
|
|
35,536
|
|
||
Total cash, cash equivalents and short-term investments
|
1,612,111
|
|
|
1,614,206
|
|
||
Accounts receivable, net of allowances of $636 at September 26, 2020 and $645 at June 27, 2020
|
449,376
|
|
|
404,778
|
|
||
Inventories
|
265,664
|
|
|
259,626
|
|
||
Other current assets
|
29,816
|
|
|
39,219
|
|
||
Total current assets
|
2,356,967
|
|
|
2,317,829
|
|
||
Property, plant and equipment, net
|
542,421
|
|
|
550,406
|
|
||
Intangible assets, net
|
82,679
|
|
|
87,959
|
|
||
Goodwill
|
562,540
|
|
|
562,540
|
|
||
Other assets
|
108,920
|
|
|
110,569
|
|
||
TOTAL ASSETS
|
$
|
3,653,527
|
|
|
$
|
3,629,303
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
86,831
|
|
|
$
|
91,982
|
|
Price adjustment and other revenue reserves
|
144,255
|
|
|
148,916
|
|
||
Income taxes payable
|
53,655
|
|
|
43,457
|
|
||
Accrued salary and related expenses
|
115,460
|
|
|
126,751
|
|
||
Accrued expenses
|
46,119
|
|
|
42,228
|
|
||
Total current liabilities
|
446,320
|
|
|
453,334
|
|
||
Long-term debt
|
994,381
|
|
|
994,022
|
|
||
Income taxes payable
|
360,164
|
|
|
385,072
|
|
||
Other liabilities
|
141,643
|
|
|
139,418
|
|
||
Total liabilities
|
1,942,508
|
|
|
1,971,846
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock and capital in excess of par value
|
12,461
|
|
|
266
|
|
||
Retained earnings
|
1,713,153
|
|
|
1,671,786
|
|
||
Accumulated other comprehensive loss
|
(14,595
|
)
|
|
(14,595
|
)
|
||
Total stockholders’ equity
|
1,711,019
|
|
|
1,657,457
|
|
||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
|
$
|
3,653,527
|
|
|
$
|
3,629,303
|
|
|
Three Months Ended
|
||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||
|
(in thousands, except per share data)
|
||||||
|
|
|
|
||||
Net revenues
|
$
|
619,357
|
|
|
$
|
533,040
|
|
Cost of goods sold
|
202,343
|
|
|
189,717
|
|
||
Gross margin
|
417,014
|
|
|
343,323
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
115,466
|
|
|
108,989
|
|
||
Selling, general and administrative
|
82,954
|
|
|
76,115
|
|
||
Intangible asset amortization
|
919
|
|
|
756
|
|
||
Severance and restructuring expenses
|
8,813
|
|
|
1,434
|
|
||
Other operating expenses (income), net
|
7,428
|
|
|
25
|
|
||
Total operating expenses
|
215,580
|
|
|
187,319
|
|
||
Operating income
|
201,434
|
|
|
156,004
|
|
||
Interest and other income (expense), net
|
(7,037
|
)
|
|
1,829
|
|
||
Income before provision for income taxes
|
194,397
|
|
|
157,833
|
|
||
Income tax provision
|
24,883
|
|
|
17,677
|
|
||
Net income
|
$
|
169,514
|
|
|
$
|
140,156
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.64
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.51
|
|
|
|
|
|
||||
Shares used in the calculation of earnings per share:
|
|
|
|
||||
Basic
|
266,831
|
|
|
271,388
|
|
||
Diluted
|
269,529
|
|
|
274,436
|
|
|
Three Months Ended
|
||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||
|
(in thousands)
|
||||||
Net income
|
$
|
169,514
|
|
|
$
|
140,156
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $9 and $(14), respectively
|
(80
|
)
|
|
118
|
|
||
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(23) and $165, respectively
|
63
|
|
|
(859
|
)
|
||
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $11 and $(22), respectively
|
17
|
|
|
98
|
|
||
Other comprehensive income (loss), net
|
—
|
|
|
(643
|
)
|
||
Total comprehensive income
|
$
|
169,514
|
|
|
$
|
139,513
|
|
|
Three Months Ended
|
||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||
|
(in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
169,514
|
|
|
$
|
140,156
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Stock-based compensation
|
35,730
|
|
|
24,671
|
|
||
Depreciation and amortization
|
24,199
|
|
|
23,921
|
|
||
Deferred taxes
|
(1,103
|
)
|
|
453
|
|
||
Loss on disposal of property, plant and equipment
|
63
|
|
|
376
|
|
||
Other adjustments
|
1,867
|
|
|
27
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(44,798
|
)
|
|
(10,300
|
)
|
||
Inventories
|
(5,986
|
)
|
|
10,578
|
|
||
Other assets
|
4,159
|
|
|
(52,443
|
)
|
||
Accounts payable
|
(3,423
|
)
|
|
1,242
|
|
||
Price adjustment and other revenue reserves
|
(4,461
|
)
|
|
(10,284
|
)
|
||
Income taxes payable
|
(14,710
|
)
|
|
(25,341
|
)
|
||
All other accrued liabilities
|
1,460
|
|
|
38,214
|
|
||
Net cash provided by (used in) operating activities
|
162,511
|
|
|
141,270
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(12,728
|
)
|
|
(20,631
|
)
|
||
Proceeds from sale of property, plant and equipment
|
4
|
|
|
43
|
|
||
Proceeds from maturity of available-for-sale securities
|
18,425
|
|
|
42,921
|
|
||
Purchases of investments in privately-held companies
|
(84
|
)
|
|
—
|
|
||
Proceeds from sale of investments in privately-held companies
|
25
|
|
|
516
|
|
||
Other investing activities
|
—
|
|
|
(35
|
)
|
||
Net cash provided by (used in) investing activities
|
5,642
|
|
|
22,814
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net issuance of restricted stock units and awards
|
(17,018
|
)
|
|
(9,943
|
)
|
||
Proceeds from stock options exercised
|
2,632
|
|
|
7,482
|
|
||
Repurchase of common stock
|
(9,201
|
)
|
|
(93,552
|
)
|
||
Dividends paid
|
(128,147
|
)
|
|
(130,222
|
)
|
||
Net cash provided by (used in) financing activities
|
(151,734
|
)
|
|
(226,235
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
16,419
|
|
|
(62,151
|
)
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||
Beginning of period
|
$
|
1,585,428
|
|
|
$
|
1,757,342
|
|
End of period
|
$
|
1,601,847
|
|
|
$
|
1,695,191
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid, net, during the period for income taxes
|
$
|
29,124
|
|
|
$
|
32,156
|
|
Cash paid for interest
|
$
|
8,438
|
|
|
$
|
8,438
|
|
Noncash financing and investing activities:
|
|
|
|
||||
Accounts payable related to property, plant and equipment purchases
|
$
|
9,858
|
|
|
$
|
8,307
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
1,595,089
|
|
|
1,695,191
|
|
||
Restricted cash in Other assets
|
6,758
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
1,601,847
|
|
|
1,695,191
|
|
|
Three Months Ended September 26, 2020
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders' Equity |
|||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, June 27, 2020
|
266,797
|
|
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
1,671,786
|
|
|
$
|
(14,595
|
)
|
|
$
|
1,657,457
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
169,514
|
|
|
—
|
|
|
169,514
|
|
|||||
Repurchase of common stock
|
(150
|
)
|
|
—
|
|
|
(9,201
|
)
|
|
—
|
|
|
—
|
|
|
(9,201
|
)
|
|||||
Net issuance of restricted stock units and awards
|
563
|
|
|
—
|
|
|
(17,018
|
)
|
|
—
|
|
|
—
|
|
|
(17,018
|
)
|
|||||
Stock options exercised
|
94
|
|
|
—
|
|
|
2,631
|
|
|
—
|
|
|
—
|
|
|
2,631
|
|
|||||
Stock-based compensation
|
—
|
|
|
1
|
|
|
35,782
|
|
|
—
|
|
|
—
|
|
|
35,783
|
|
|||||
Dividends paid, $0.48 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,147
|
)
|
|
—
|
|
|
(128,147
|
)
|
|||||
Balance, September 26, 2020
|
267,304
|
|
|
$
|
267
|
|
|
$
|
12,194
|
|
|
$
|
1,713,153
|
|
|
$
|
(14,595
|
)
|
|
$
|
1,711,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 28, 2019
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders' Equity |
|||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 26,
2020 |
|
June 27,
2020 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
20,397
|
|
|
$
|
18,287
|
|
Work-in-process
|
172,267
|
|
|
164,061
|
|
||
Finished goods
|
73,000
|
|
|
77,278
|
|
||
Total inventories
|
$
|
265,664
|
|
|
$
|
259,626
|
|
|
September 26,
2020 |
|
June 27,
2020 |
||||
|
(in thousands)
|
||||||
Land
|
$
|
17,720
|
|
|
$
|
17,720
|
|
Buildings and building improvements
|
314,043
|
|
|
312,999
|
|
||
Machinery, equipment and software
|
1,333,793
|
|
|
1,323,791
|
|
||
Total
|
1,665,556
|
|
|
1,654,510
|
|
||
Less: accumulated depreciation
|
(1,123,135
|
)
|
|
(1,104,104
|
)
|
||
Total property, plant and equipment, net
|
$
|
542,421
|
|
|
$
|
550,406
|
|
|
September 26,
2020 |
|
June 27,
2020 |
||||
|
(in thousands)
|
||||||
Accrued vacation
|
$
|
36,061
|
|
|
$
|
33,992
|
|
Accrued bonus
|
29,213
|
|
|
66,662
|
|
||
Accrued salaries
|
21,244
|
|
|
12,153
|
|
||
ESPP Withholding
|
16,898
|
|
|
5,986
|
|
||
Accrued fringe benefits
|
4,228
|
|
|
4,077
|
|
||
Other
|
7,816
|
|
|
3,881
|
|
||
Total accrued salary and related expenses
|
$
|
115,460
|
|
|
$
|
126,751
|
|
|
Three Months Ended
|
||||||||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||||||||
|
Revenue
|
|
% of Total
|
|
Revenue
|
|
% of Total
|
||||||
|
(in thousands, except percentages)
|
||||||||||||
Automotive
|
$
|
158,068
|
|
|
26
|
%
|
|
$
|
139,769
|
|
|
26
|
%
|
Communications and Data Center
|
131,293
|
|
|
21
|
%
|
|
96,071
|
|
|
18
|
%
|
||
Consumer
|
136,390
|
|
|
22
|
%
|
|
133,338
|
|
|
25
|
%
|
||
Industrial
|
193,606
|
|
|
31
|
%
|
|
163,862
|
|
|
31
|
%
|
||
|
$
|
619,357
|
|
|
|
|
$
|
533,040
|
|
|
|
|
Three Months Ended
|
||||||||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||||||||
|
Revenue
|
|
% of Total
|
|
Revenue
|
|
% of Total
|
||||||
|
(in thousands, except percentages)
|
||||||||||||
Distributors
|
$
|
324,550
|
|
|
52
|
%
|
|
$
|
266,586
|
|
|
50
|
%
|
Direct customers
|
294,807
|
|
|
48
|
%
|
|
266,454
|
|
|
50
|
%
|
||
|
$
|
619,357
|
|
|
|
|
$
|
533,040
|
|
|
|
|
As of September 26, 2020
|
|
As of June 27, 2020
|
||||||||||||||||||||||||||||
|
Fair Value
Measurements Using
|
|
Total
|
|
Fair Value
Measurements Using
|
|
Total
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
26,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,629
|
|
|
$
|
61,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,814
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate debt securities
|
—
|
|
|
17,022
|
|
|
—
|
|
|
17,022
|
|
|
—
|
|
|
35,536
|
|
|
—
|
|
|
35,536
|
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency forward contracts
|
—
|
|
|
1,228
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
1,151
|
|
|
—
|
|
|
1,151
|
|
||||||||
Total assets
|
$
|
26,629
|
|
|
$
|
18,250
|
|
|
$
|
—
|
|
|
$
|
44,879
|
|
|
$
|
61,814
|
|
|
$
|
36,687
|
|
|
$
|
—
|
|
|
$
|
98,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accrued expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
341
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
||||||||
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
4,165
|
|
|
4,165
|
|
|
—
|
|
|
—
|
|
|
4,165
|
|
|
4,165
|
|
||||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
14,165
|
|
|
$
|
14,761
|
|
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
14,165
|
|
|
$
|
14,506
|
|
|
September 26, 2020
|
|
June 27, 2020
|
||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Estimated Fair Value
|
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Estimated Fair Value
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate debt securities
|
$
|
16,983
|
|
|
$
|
47
|
|
|
$
|
(8
|
)
|
|
$
|
17,022
|
|
|
$
|
35,417
|
|
|
$
|
137
|
|
|
$
|
(18
|
)
|
|
$
|
35,536
|
|
Total available-for-sale investments
|
$
|
16,983
|
|
|
$
|
47
|
|
|
$
|
(8
|
)
|
|
$
|
17,022
|
|
|
$
|
35,417
|
|
|
$
|
137
|
|
|
$
|
(18
|
)
|
|
$
|
35,536
|
|
|
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||
|
September 26, 2020
|
September 28, 2019
|
|||||||||||||||||||||
|
Net Revenue
|
|
Cost of Goods Sold
|
|
Operating Expenses
|
|
Net Revenue
|
|
Cost of Goods Sold
|
|
Operating Expenses
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Income and expenses line items in which the effects of cash flow hedges are recorded
|
$
|
619,357
|
|
|
$
|
202,343
|
|
|
$
|
215,580
|
|
|
$
|
533,040
|
|
|
$
|
189,717
|
|
|
$
|
187,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) reclassified from accumulated other comprehensive income into income
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
670
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
(370
|
)
|
|
September 26, 2020
|
|
June 27, 2020
|
||||
|
(in thousands)
|
||||||
3.375% fixed rate notes due March 2023
|
$
|
500,000
|
|
|
$
|
500,000
|
|
3.45% fixed rate notes due June 2027
|
500,000
|
|
|
500,000
|
|
||
Total outstanding debt
|
1,000,000
|
|
|
1,000,000
|
|
||
Less: Reduction for unamortized discount and debt issuance costs
|
(5,619
|
)
|
|
(5,978
|
)
|
||
Total long-term debt
|
$
|
994,381
|
|
|
$
|
994,022
|
|
|
Three Months Ended
|
||
|
September 26, 2020
|
|
September 28, 2019
|
Expected holding period (in years)
|
0.5 years
|
|
0.5 years
|
Risk-free interest rate
|
0.2% - 1.6%
|
|
2.3% - 2.7%
|
Expected stock price volatility
|
29.2% - 55.2%
|
|
29.5% - 31.3%
|
Dividend yield
|
3.3% - 3.3%
|
|
3.1% - 3.4%
|
|
Three Months Ended
|
||||||
|
September 26, 2020
|
|
September 28, 2019
|
||||
|
(in thousands, except per share data)
|
||||||
Numerator for basic earnings per share and diluted earnings per share
|
|
|
|
||||
Net income
|
$
|
169,514
|
|
|
$
|
140,156
|
|
|
|
|
|
||||
Denominator for basic earnings per share
|
266,831
|
|
|
271,388
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options, ESPP, RSUs, RSAs and MSUs
|
2,698
|
|
|
3,048
|
|
||
Denominator for diluted earnings per share
|
269,529
|
|
|
274,436
|
|
||
|
|
|
|
||||
Earnings per share
|
|
|
|
||||
Basic
|
$
|
0.64
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.51
|
|
|
September 26,
2020 |
|
June 27,
2020 |
||||
|
(in thousands)
|
||||||
United States
|
$
|
356,188
|
|
|
$
|
362,093
|
|
Philippines
|
83,006
|
|
|
88,660
|
|
||
Rest of World
|
103,227
|
|
|
99,653
|
|
||
|
$
|
542,421
|
|
|
$
|
550,406
|
|
(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 27, 2020
|
$
|
(6,280
|
)
|
|
$
|
(7,988
|
)
|
|
$
|
(1,136
|
)
|
|
$
|
690
|
|
|
$
|
119
|
|
|
$
|
(14,595
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
(89
|
)
|
|
1,102
|
|
||||||
Amounts reclassified out of accumulated other comprehensive (income) loss
|
—
|
|
|
6
|
|
|
—
|
|
|
(1,105
|
)
|
|
—
|
|
|
(1,099
|
)
|
||||||
Tax effects
|
—
|
|
|
11
|
|
|
—
|
|
|
(23
|
)
|
|
9
|
|
|
(3
|
)
|
||||||
Other comprehensive income (loss), net
|
—
|
|
|
17
|
|
|
—
|
|
|
63
|
|
|
(80
|
)
|
|
—
|
|
||||||
September 26, 2020
|
$
|
(6,280
|
)
|
|
$
|
(7,971
|
)
|
|
$
|
(1,136
|
)
|
|
$
|
753
|
|
|
$
|
39
|
|
|
$
|
(14,595
|
)
|
(in thousands)
|
Unrealized Gains and (Losses) on Intercompany Receivables
|
|
Unrealized Gains and (Losses) on Post-Retirement Benefits
|
|
Cumulative Translation Adjustment
|
|
Unrealized Gains and (Losses) on Cash Flow Hedges
|
|
Unrealized Gains and (Losses) on Available-For-Sale Securities
|
|
Total
|
||||||||||||
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
|
)
|
|
September 26, 2020
|
|
June 27, 2020
|
||||
|
(in thousands)
|
||||||
Other assets
|
$
|
52,070
|
|
|
$
|
54,610
|
|
|
|
|
|
||||
Accrued expenses
|
$
|
10,673
|
|
|
$
|
10,445
|
|
Other liabilities
|
$
|
46,105
|
|
|
$
|
48,314
|
|
|
|
Operating Lease Obligations
|
||
Fiscal Year
|
|
(in thousands)
|
||
Remainder of 2021
|
|
$
|
9,399
|
|
2022
|
|
11,513
|
|
|
2023
|
|
9,622
|
|
|
2024
|
|
8,429
|
|
|
2025
|
|
6,777
|
|
|
Thereafter
|
|
17,324
|
|
|
Total
|
|
63,064
|
|
|
Less imputed interest
|
|
6,286
|
|
|
Total
|
|
$
|
56,778
|
|
|
|
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
|
|
|
Three Months Ended
|
||||||
|
September 26, 2020
|
|
September 28, 2019
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Operating cash flows used for operating leases, in thousands
|
$
|
2,994
|
|
|
$
|
2,863
|
|
|
|
|
|
||||
Weighted-average remaining lease term - operating leases, in years
|
6
|
|
|
7
|
|
||
Weighted-average discount rate - operating leases
|
3.28
|
%
|
|
3.45
|
%
|
|
September 26, 2020
|
|
June 27, 2020
|
||||||||||||||||||||
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Original
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Intellectual property
|
$
|
525,196
|
|
|
$
|
462,780
|
|
|
$
|
62,416
|
|
|
$
|
525,196
|
|
|
$
|
458,418
|
|
|
$
|
66,778
|
|
Customer relationships
|
118,335
|
|
|
109,321
|
|
|
9,014
|
|
|
118,335
|
|
|
108,603
|
|
|
9,732
|
|
||||||
Trade name
|
11,374
|
|
|
9,393
|
|
|
1,981
|
|
|
11,374
|
|
|
9,265
|
|
|
2,109
|
|
||||||
Backlog
|
170
|
|
|
97
|
|
|
73
|
|
|
170
|
|
|
25
|
|
|
145
|
|
||||||
Patents
|
2,500
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
2,500
|
|
|
—
|
|
||||||
Total amortizable purchased intangible assets
|
657,575
|
|
|
584,091
|
|
|
73,484
|
|
|
657,575
|
|
|
578,811
|
|
|
78,764
|
|
||||||
In-process research & development (IPR&D)
|
9,195
|
|
|
—
|
|
|
9,195
|
|
|
9,195
|
|
|
—
|
|
|
9,195
|
|
||||||
Total purchased intangible assets
|
$
|
666,770
|
|
|
$
|
584,091
|
|
|
$
|
82,679
|
|
|
$
|
666,770
|
|
|
$
|
578,811
|
|
|
$
|
87,959
|
|
|
Three Months Ended
|
||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||
|
(in thousands)
|
||||||
Cost of goods sold
|
$
|
4,361
|
|
|
$
|
3,111
|
|
Intangible asset amortization
|
919
|
|
|
756
|
|
||
Total intangible asset amortization expenses
|
$
|
5,280
|
|
|
$
|
3,867
|
|
|
|
Amount
|
||
Fiscal Year
|
|
(in thousands)
|
||
Remainder of 2021
|
|
$
|
13,999
|
|
2022
|
|
13,454
|
|
|
2023
|
|
12,970
|
|
|
2024
|
|
9,995
|
|
|
2025
|
|
9,716
|
|
|
Thereafter
|
|
13,350
|
|
|
Total intangible assets
|
|
$
|
73,484
|
|
•
|
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.
|
MAJOR END-MARKET
|
|
MARKET
|
|
|
|
|
|
AUTOMOTIVE
|
Infotainment
|
|
|
|
Powertrain
|
|
|
|
Body Electronics
|
|
|
|
Safety & 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
|
|
|
Three Months Ended
|
||||
|
September 26,
2020 |
|
September 28,
2019 |
||
|
|
|
|
||
Net revenues
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
32.7
|
%
|
|
35.6
|
%
|
Gross margin
|
67.3
|
%
|
|
64.4
|
%
|
Operating expenses:
|
|
|
|
||
Research and development
|
18.6
|
%
|
|
20.4
|
%
|
Selling, general and administrative
|
13.4
|
%
|
|
14.3
|
%
|
Intangible asset amortization
|
0.1
|
%
|
|
0.1
|
%
|
Severance and restructuring expenses
|
1.4
|
%
|
|
0.3
|
%
|
Other operating expenses (income), net
|
1.2
|
%
|
|
—
|
%
|
Total operating expenses
|
34.8
|
%
|
|
35.1
|
%
|
Operating income
|
32.5
|
%
|
|
29.3
|
%
|
Interest and other income (expense), net
|
(1.1
|
)%
|
|
0.3
|
%
|
Income before provision for income taxes
|
31.4
|
%
|
|
29.6
|
%
|
Income tax provision (benefit)
|
4.0
|
%
|
|
3.3
|
%
|
Net income
|
27.4
|
%
|
|
26.3
|
%
|
|
Three Months Ended
|
||||
|
September 26,
2020 |
|
September 28,
2019 |
||
Cost of goods sold
|
0.8
|
%
|
|
0.6
|
%
|
Research and development
|
2.3
|
%
|
|
2.0
|
%
|
Selling, general and administrative
|
2.7
|
%
|
|
2.0
|
%
|
|
5.8
|
%
|
|
4.6
|
%
|
|
Three Months Ended
|
||||||
|
September 26,
2020 |
|
September 28,
2019 |
||||
|
(in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
162,511
|
|
|
$
|
141,270
|
|
Net cash provided by (used in) investing activities
|
5,642
|
|
|
22,814
|
|
||
Net cash provided by (used in) financing activities
|
(151,734
|
)
|
|
(226,235
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
16,419
|
|
|
$
|
(62,151
|
)
|
|
Issuer Repurchases of Equity Securities
|
||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
Jun 28, 2020 - Sep 26, 2020
|
150
|
|
|
$
|
61.41
|
|
|
150
|
|
|
$
|
664,970
|
|
Total for the quarter
|
150
|
|
|
$
|
61.41
|
|
|
150
|
|
|
$
|
664,970
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (1)
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document (1)
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (1)
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document (1)
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
|
104
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (1)
|
(A) Management contract or compensatory plan or arrangement.
|
||||
(1) Filed or furnished herewith.
|
October 28, 2020
|
|
MAXIM INTEGRATED PRODUCTS, INC.
|
|
|
|
|
|
By:/s/ Brian C. White
|
|
|
Brian C. White
|
|
|
Senior Vice President, Chief Financial Officer
|
•
|
A copy of your original signed 83(b) Election form
|
•
|
A copy of your certified mail receipt
|
•
|
A copy of the signed 83(b) Election form that is date stamped by the IRS (if returned to you by the IRS)
|
|
Sincerely,
|
|
|
[Name]
|
|
|
Residence Address:
|
|
|
|
|
|
|
|
1.
|
The name, social security number, address of the undersigned, and the taxable year for which this election is being made are:
|
Name:
|
|
|
Address:
|
|
|
|
|
|
Social Security No.:
|
|
|
Taxable Year
|
|
|
2.
|
The property which is the subject of this election: ______________ shares of common stock of Maxim Integrated Products, Inc. (the “Company”).
|
3.
|
The property was transferred to the undersigned on: ________________.
|
4.
|
The property is subject to the following restrictions: The shares are subject to forfeiture if certain vesting conditions are not met, including if the undersigned does not continue in employment or service through specified vesting dates.
|
5.
|
The fair market value of the property at the time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in Treasury Regulation §1.83-3(h)) is: ___________
|
6.
|
For the property transferred, the undersigned paid: _____.
|
7.
|
The amount to include in gross income is: $__________.
|
Dated: , 2020
|
|
By:
|
|
|
Taxpayer Name:
|
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;
|
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:
|
October 28, 2020
|
/s/ Tunç Doluca
|
|
|
|
|
|
|
|
|
|
Tunç Doluca
|
|
|
|
|
President and Chief Executive Officer
|
|
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;
|
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:
|
October 28, 2020
|
/s/ Brian C. White
|
|
|
|
|
Brian C. White
|
|
|
|
|
Senior Vice President, Chief Financial Officer
|
|
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.
|
|
By:
|
/s/ Tunç Doluca
|
|
|
|
|
|
Tunç Doluca
President and Chief Executive Officer
|
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.
|
|
By:
|
/s/ Brian C. White
|
|
|
Brian C. White
Senior Vice President, Chief Financial Officer
|