10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 28, 2013

OR

[ ]	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  (State or Other Jurisdiction of Incorporation or Organization) 94-2896096 (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)

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 [x] 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 [x] NO [ ]

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

Large accelerated filer [x] Accelerated filer [ ] Non-accelerated filer [ ]
(Do not check if a smaller reporting company) Smaller reporting company [ ]

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 [x]

As of January 27, 2014 there were 282,066,140 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 December 28, 2013 and June 29, 2013	3
Condensed Consolidated Statements of Income for the Three and Six Months Ended December 28, 2013 and December 29, 2012	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 28, 2013 and December 29, 2012	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 28, 2013 and December 29, 2012	6
Notes to Condensed Consolidated Financial Statements	7
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
SIGNATURES	32

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 28, 2013			June 29, 2013
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	1,149,909		$	1,174,986
Short-term investments	—			25,060
Total cash, cash equivalents and short-term investments	1,149,909			1,200,046
Accounts receivable, net	288,285			285,438
Inventories	297,234			275,640
Deferred tax assets	69,154			82,173
Other current assets	85,554			96,609
Total current assets	1,890,136			1,939,906
Property, plant and equipment, net	1,372,393			1,373,124
Intangible assets, net	404,652			157,146
Goodwill	596,898			422,004
Other assets	42,803			43,730
TOTAL ASSETS	$	4,306,882		$	3,935,910
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	99,009		$	105,322
Income taxes payable	21,717			22,437
Accrued salary and related expenses	140,738			187,970
Accrued expenses	91,145			60,592
Current portion of long-term debt	2,965			2,015
Deferred revenue on shipments to distributors	25,542			26,557
Total current liabilities	381,116			404,893
Long-term debt	1,000,871			503,573
Income taxes payable	337,053			282,697
Deferred tax liabilities	202,435			206,855
Other liabilities	29,343			29,894
Total liabilities	1,950,818			1,427,912
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock and capital in excess of par value	283			288
Retained earnings	2,368,350			2,523,457
Accumulated other comprehensive loss	(12,569		)	(15,747		)
Total stockholders’ equity	2,356,064			2,507,998
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	4,306,882		$	3,935,910

See accompanying Notes to Condensed Consolidated Financial Statements.

3

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2013			December 29, 2012			December 28, 2013			December 29, 2012
	(in thousands, except per share data)
Net revenues	$	620,274		$	605,306		$	1,205,515		$	1,228,381
Cost of goods sold	291,602			241,931			529,647			479,315
Gross margin	328,672			363,375			675,868			749,066
Operating expenses:
Research and development	142,971			135,742			272,873			268,672
Selling, general and administrative	83,471			80,058			160,901			160,245
Intangible asset amortization	4,968			3,903			8,404			7,952
Impairment of long-lived assets	5,197			22,222			5,197			24,929
Severance and restructuring expenses	10,227			2,236			15,774			2,236
Acquisition-related costs	4,137			—			7,071			—
Other operating expenses (income), net	7,307			1,666			6,645			2,081
Total operating expenses	258,278			245,827			476,865			466,115
Operating income	70,394			117,548			199,003			282,951
Interest and other income (expense), net	(5,833		)	(2,798		)	(9,296		)	(8,540		)
Income before provision for income taxes	64,561			114,750			189,707			274,411
Provision for income taxes	20,208			38,128			42,234			69,901
Net income	$	44,353		$	76,622		$	147,473		$	204,510
Earnings per share:
Basic	$	0.16		$	0.26		$	0.52		$	0.70
Diluted	$	0.15		$	0.26		$	0.51		$	0.68
Shares used in the calculation of earnings per share:
Basic	282,664			292,075			283,659			292,143
Diluted	288,565			298,759			289,371			298,704
Dividends paid per share	$	0.26		$	0.24		$	0.52		$	0.48

See accompanying Notes to Condensed Consolidated Financial Statements.

4

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2013			December 29, 2012			December 28, 2013			December 29, 2012
	(in thousands)
Net income	$	44,353		$	76,622		$	147,473		$	204,510
Other comprehensive income, net of tax:
Change in net unrealized gains and losses on available-for-sale securities	(15		)	(67		)	(23		)	(102		)
Change in net unrealized gains and losses on cash flow hedges	(667		)	(202		)	557			383
Change in net unrealized gains and losses on post-retirement benefits	283			203			567			1,254
Tax effect of the unrealized exchange gains and losses on long-term intercompany receivables	1,939			(466		)	2,077			(1,548		)
Other comprehensive income (loss)	1,540			(532		)	3,178			(13		)
Total comprehensive income	$	45,893		$	76,090		$	150,651		$	204,497

See accompanying Notes to Condensed Consolidated Financial Statements.

5

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	December 28, 2013			December 29, 2012
	(in thousands)
Cash flows from operating activities:
Net income	$	147,473		$	204,510
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	41,609			45,342
Depreciation and amortization	115,537			105,554
Deferred taxes	13,824			9,793
Loss (gain) from sale of property, plant and equipment	301			(139		)
Tax benefit (shortfall) related to stock-based compensation	(4,214		)	6,522
Impairment of long lived assets	5,197			24,929
Excess tax benefit from stock-based compensation	(4,156		)	(11,834		)
Changes in assets and liabilities:
Accounts receivable	20,606			52,916
Inventories	11,729			(15,445		)
Other current assets	11,784			(3,748		)
Accounts payable	(12,414		)	(36,002		)
Income taxes payable	30,395			47,938
Deferred revenue on shipments to distributors	(1,015		)	(918		)
All other accrued liabilities	(46,331		)	(37,576		)
Net cash provided by (used in) operating activities	330,325			391,842
Cash flows from investing activities:
Purchase of property, plant and equipment	(82,462		)	(112,805		)
Proceeds from sale of property, plant and equipment	3,048			4,459
Payments in connection with business acquisition, net of cash acquired	(453,506		)	—
Proceeds from maturity of available-for-sale securities	27,000			—
Net cash provided by (used in) investing activities	(505,920		)	(108,346		)
Cash flows from financing activities:
Excess tax benefit from stock-based compensation	4,156			11,834
Contingent consideration paid	(4,601		)	(7,476		)
Repayment of notes payable	(1,839		)	(298		)
Issuance of debt	497,895			—
Debt issuance cost	(3,431		)	—
Net issuance of restricted stock units	(14,072		)	(13,645		)
Proceeds from stock options exercised	13,869			39,214
Issuance of ESPP shares under employee stock purchase program	19,096			16,768
Repurchase of common stock	(213,487		)	(115,584		)
Dividends paid	(147,068		)	(140,262		)
Net cash provided by (used in) financing activities	150,518			(209,449		)
Net increase (decrease) in cash and cash equivalents	(25,077		)	74,047
Cash and cash equivalents:
Beginning of period	1,174,986			881,060
End of period	$	1,149,909		$	955,107
Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the period for income taxes	$	(17,269	)	$	7,397
Cash paid for interest	$	8,316		$	5,282
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	13,058		$	25,490

See accompanying Notes to Condensed Consolidated Financial Statements.

6

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 presentation 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 six months ended December 28, 2013 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 29, 2013. The Condensed Consolidated Financial Statements included in this Quarterly Report include the financial results of Volterra Semiconductor Corporation (“Volterra”) prospectively from the date of acquisition. Refer to Note 13: "Acquisition" of these Notes to Condensed Consolidated Financial Statements for further discussion in relation to Volterra.

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 2014 and 2013 are 52-week fiscal years.

NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In the first quarter of fiscal year 2014, the Company adopted Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220)- Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income that requires reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. The adoption of this amended standard resulted in the presentation of the reclassification adjustments on the face of the Condensed Consolidated Statements of Comprehensive Statements and did not change the current requirements for reporting net income or other comprehensive income in the Condensed Consolidated Financial Statements.

(ii) Recent Accounting Updates Not Yet Effective

In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, Income Taxes (Topic 740)-Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Condensed Consolidated Balance Sheets. The Company will be required to adopt ASU 2013-11 on a prospective basis in the first quarter of fiscal year 2015; however, early adoption is permitted, as is a retrospective application. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Balance Sheets.

NOTE 3: BALANCE SHEET COMPONENTS

Accounts receivable, net consists of:

	December 28, 2013			June 29, 2013
Accounts Receivable:	(in thousands)
Accounts receivable	$	305,260		$	299,083
Returns and allowances	(16,975		)	(13,645		)
	$	288,285		$	285,438

7

Inventories consist of:

	December 28, 2013		June 29, 2013
Inventories:	(in thousands)
Raw materials	$	17,180	$	14,055
Work-in-process	203,198		184,511
Finished goods	76,856		77,074
	$	297,234	$	275,640

Property, plant and equipment, net consists of:

	December 28, 2013			June 29, 2013
Property, plant and equipment:	(in thousands)
Land	$	62,093		$	62,093
Buildings and building improvements	368,393			364,037
Machinery and equipment	2,136,270			2,099,301
	2,566,756			2,525,431
Less: accumulated depreciation and amortization	(1,194,363		)	(1,152,307		)
	$	1,372,393		$	1,373,124

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 certificates of deposit, government agency securities and foreign currency forward contracts.

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 consists of contingent consideration liability related to certain prior years’ acquisitions and certain long-lived assets written down to fair value during the period.

8

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

	As of December 28, 2013								As of June 29, 2013
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	696,732	$	—	$	—	$	696,732	$	402,513	$	—	$	—	$	402,513
Certificates of deposit (1)	—		—		—		—		—		77		—		77
Government agency securities (2)	—		—		—		—		—		25,060		—		25,060
Foreign currency forward contracts (3)	—		521		—		521		—		187		—		187
Total Assets	$	696,732	$	521	$	—	$	697,253	$	402,513	$	25,324	$	—	$	427,837
Liabilities
Foreign currency forward contracts (4)	$	—	$	838	$	—	$	838	$	—	$	1,419	$	—	$	1,419
Contingent Consideration (4)	—		—		5,469		5,469		—		—		8,577		8,577
Total Liabilities	$	—	$	838	$	5,469	$	6,307	$	—	$	1,419	$	8,577	$	9,996

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

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

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

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

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 28, 2013 and December 29, 2012:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 28, 2013			December 29, 2012
Contingent Consideration	(in thousands)
Beginning balance	$	8,577		$	17,737
Total gains or losses (realized and unrealized):
Included in earnings	1,493			2,334
Payments	(4,601		)	(7,476		)
Ending balance	$	5,469		$	12,595
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	1,493		$	2,334

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

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

During the six months ended December 28, 2013 and the year ended June 29, 2013, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

9

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

As of December 28, 2013, certain long-lived assets including manufacturing equipment and held for sale assets were written down to fair value and fair value less cost to sell, respectively, resulting in an impairment loss of $5.2 million which was included in earnings for the period. The impairment charge was measured using Level 3 inputs. Fair value was determined mainly after consideration of evidence such as broker estimates, assets' condition and offers received. Refer to Note 15: "Impairment of Long-Lived Assets" of these Notes to Condensed Consolidated Financial Statements.

As of June 29, 2013, none of the Company's assets and liabilities was measured at fair value on a non-recurring basis.

NOTE 5: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	December 28, 2013								June 29, 2013
	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
Government agency securities	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060
Total available-for-sale investments	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060

In the six months ended December 28, 2013 and the year ended June 29, 2013, the Company did not recognize any impairment charges on short-term investments.

The government agency securities matured on December 18, 2013.

Derivative instruments and hedging activities

The Company generates less than 5% of its revenues in various global markets based on orders obtained in non-U.S. currencies, primarily the Japanese Yen, the Euro and the British Pound. The Company incurs expenditures denominated in non-U.S. currencies, principally the Philippine Peso and Thai Baht associated with the Company’s manufacturing activities in the Philippines and Thailand, respectively, and expenditures for sales offices and research and development activities undertaken outside of the U.S.

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

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to ASC 815 Derivatives and Hedging. As of December 28, 2013 and June 29, 2013, respectively, the notional amounts of the forward contracts we held to purchase U.S. Dollars in exchange for other international currencies were $49.0 million and $53.8 million, respectively, and the notional amounts of forward contracts we held to sell U.S. Dollars in exchange for other international currencies were $3.4 million and $3.2 million, respectively.

Derivatives not designated as hedging instruments

As of December 28, 2013 and June 29, 2013, respectively, the notional amounts of the forward contracts we held to purchase U.S. Dollars in exchange for other international currencies were $16.0 million and $15.0 million, respectively, and the notional amounts of forward contracts we held to sell U.S. Dollars in exchange for other international currencies were $35.5 million and $36.5 million, respectively. The fair values of our outstanding foreign currency forward contracts and amounts included in the statement of income were not material for six months ended December 28, 2013 and year ended June 29, 2013.

10

Long-term debt

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

	December 28, 2013			June 29, 2013
	(in thousands)
3.375% fixed rate notes due March 2023	$	500,000		$	500,000
2.5% fixed rate notes due November 2018	500,000			—
Notes denominated in Euro
Term fixed rate notes (2.0%-2.5%) due up to September 2015	2,965			4,804
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014	871			784
Total	1,003,836			505,588
Less: Current portion	(2,965		)	(2,015		)
Total long-term debt	$	1,000,871		$	503,573

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, and are included in the financing activities in the Condensed Consolidated Statements of Cash Flows.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.

The 2018 Notes and the 2023 Notes are governed by a base indenture, dated June 10, 2010, and supplemental indentures, dated March 18, 2013 with respect to the 2023 Notes and November 21, 2013 with respect to the 2018 Notes, between the Company and Wells Fargo Bank, National Association, as trustee.

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 over the life of the notes. Interest expense associated with the notes was $5.6 million and $2.6 million during the three months ended December 28, 2013 and December 29, 2012, respectively. Interest expense associated with the notes was $9.9 million and $5.2 million during the six months ended December 28, 2013 and December 29, 2012, respectively. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income.

The estimated fair value of the Company’s debt was approximately $958 million as of December 28, 2013. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

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.

11

NOTE 6: STOCK-BASED COMPENSATION

The following table shows total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 28, 2013 and December 29, 2012:

	Three Months Ended
	December 28, 2013								December 29, 2012
	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	$	438	$	2,395	$	533	$	3,366	$	477	$	2,572	$	634	$	3,683
Research and development	2,616		8,728		1,153		12,497		2,288		8,401		1,451		12,140
Selling, general and administrative	1,476		4,996		534		7,006		1,286		5,152		584		7,022
Pre-tax stock-based compensation expense	$	4,530	$	16,119	$	2,220	$	22,869	$	4,051	$	16,125	$	2,669	$	22,845
Less: income tax effect							3,749								3,938
Net stock-based compensation expense							$	19,120							$	18,907

	Six Months Ended
	December 28, 2013								December 29, 2012
	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	$	787	$	4,313	$	1,008	$	6,108	$	875	$	4,743	$	1,053	$	6,671
Research and development	4,452		15,168		2,475		22,095		4,117		17,611		2,735		24,463
Selling, general and administrative	2,740		9,523		1,143		13,406		2,841		10,271		1,096		14,208
Pre-tax stock-based compensation expense	$	7,979	$	29,004	$	4,626	$	41,609	$	7,833	$	32,625	$	4,884	$	45,342
Less: income tax effect							6,478								8,770
Net stock-based compensation expense							$	35,131							$	36,572

Volterra Substitute Awards

In connection with the Volterra acquisition, the Company issued substitute awards to certain Volterra employees. Substitute awards included options to purchase approximately 673,185 shares of Maxim Integrated's common stock at a weighted-average grant date fair value of approximately $10.56 and a weighted-average exercise price of approximately $22.26 per share and also issued approximately 418,955 restricted stock units with a weighted-average grant date fair value of $29.53. The terms of these awards were substantially the same as granted by Volterra. The intrinsic value of these awards was substantially the same immediately prior to and after the substitution as of October 1, 2013.

Stock Options

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

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

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

	Stock Options (1)
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	5.0		5.1		5.3		5.4
Risk-free interest rate	1.5	%	0.7	%	1.4	%	0.7	%
Expected stock price volatility	34.1	%	37.6	%	34.9	%	37.8	%
Dividend yield	3.7	%	3.6	%	3.2	%	3.3	%

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

The weighted-average fair value of stock options granted was $9.15 and $6.59 per share for the three months ended December 28, 2013 and December 29, 2012, respectively. The weighted-average fair value of stock options granted was $7.44 and $6.26 per share for the six months ended December 28, 2013 and December 29, 2012, respectively.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 28, 2013 and their activity for the six months ended December 28, 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	20,081,339		$	26.00
Options Granted	2,671,444		27.11
Volterra substitute options granted	673,185		22.26
Options Exercised	(739,949	)	16.21
Options Cancelled	(2,365,894	)	32.51
Balance at December 28, 2013	20,320,125		$	25.62	3.7	$	96,469,224
Exercisable, December 28, 2013	9,202,394		$	27.62	1.9	$	51,039,289
Vested and expected to vest, December 28, 2013	18,917,227		$	25.59	3.6	$	93,908,211

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 27, 2013, 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 December 28, 2013.

As of December 28, 2013, there was $45.1 million of total unrecognized stock compensation cost related to 11.1 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Restricted Stock Units

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

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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 granted was $28.16 and $26.82 per share for the three months ended December 28, 2013 and December 29, 2012, respectively. The weighted-average fair value of RSUs granted was $25.95 and $24.67 per share for the six months ended December 28, 2013 and December 29, 2012, respectively.

The following table summarizes outstanding and expected to vest RSUs as of December 28, 2013 and their activity during the six months ended December 28, 2013:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	7,965,532
Restricted stock units granted	2,529,831
Volterra substitute restricted stock units granted	418,955
Restricted stock units released	(1,411,774	)
Restricted stock units cancelled	(459,152	)
Balance at December 28, 2013	9,043,392		2.9	$	259,214,755
Outstanding and expected to vest, December 28, 2013	8,080,689		2.8	$	225,693,652

(1) Aggregate intrinsic value for RSUs represents the closing price per share of the Company’s common stock on December 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 28, 2013.

The Company withheld shares totaling $7.1 million and $14.2 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three and six months ended December 28, 2013, respectively. The total payments for the employees’ tax obligations to the taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of December 28, 2013, there was $154.6 million of unrecognized compensation expense related to 8.6 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 2.9 years.

Employee Stock Purchase Plan

The fair value of rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”) is estimated on the date of grant using the Black-Scholes option valuation model.

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

	ESPP
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.1	%	0.1	%	0.1	%	0.1	%
Expected stock price volatility	21.7	%	26.1	%	21.7	%	26.1	%
Dividend yield	3.7	%	3.6	%	3.7	%	3.6	%

As of December 28, 2013, there was $7.8 million of unrecognized compensation expense related to the ESPP.

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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. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs and assumed issuance of common stock under the employee stock purchase plans using the treasury stock method.

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	44,353	$	76,622	$	147,473	$	204,510
Denominator for basic earnings per share	282,664		292,075		283,659		292,143
Effect of dilutive securities:
Stock options, ESPP and RSUs	5,901		6,684		5,712		6,561
Denominator for diluted earnings per share	288,565		298,759		289,371		298,704
Earnings per share
Basic	$	0.16	$	0.26	$	0.52	$	0.70
Diluted	$	0.15	$	0.26	$	0.51	$	0.68

Approximately 10.5 million and 11.6 million stock options were excluded from the calculation of diluted earnings per share for the three months ended December 28, 2013 and December 29, 2012, respectively. Approximately 9.8 million and 11.2 million stock options were excluded from the calculation of diluted earnings per share for the six months ended December 28, 2013 and December 29, 2012, respectively. These options were excluded because they were determined to be antidilutive. However, such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.

NOTE 8: SEGMENT INFORMATION

The Company operates and tracks its results in one reportable segment. The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by ASC No. 280, Segment Reporting (“ASC 280”).

The Company has three operating segments that aggregate into one reportable segment. Under ASC 280, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 280, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

• the nature of products and services;

• the nature of the production processes;

• the type or class of customer for their products and services; and

• the methods used to distribute their products or provide their services.

The Company meets each of the aggregation criteria for the following reasons:

• the sale of analog and mixed signal integrated circuits is the primary source of revenue for each of the Company’s three operating segments;

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• the integrated circuits sold by each of the Company’s operating segments are manufactured using similar semiconductor manufacturing processes;

• the integrated circuits marketed by each of the Company’s operating segments are sold to the same types of customers; and

• all of the Company’s integrated circuits are sold through a centralized sales force and common wholesale distributors.

All of the Company’s operating segments share similar long-term financial performance as they have similar economic characteristics, including gross margins. The causes for variation among the Company’s operating segments are the same and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) product differentiation and (iv) size of market opportunity. Additionally, each operating segment is subject to the overall cyclical nature of the semiconductor industry. The number and composition of employees and the amounts and types of tools and materials required are similar for each operating segment. Finally, even though the Company periodically reorganizes the Company’s operating segments based upon changes in customers, end-markets or products, acquisitions, long-term growth strategies, and the experience and bandwidth of the senior executives in charge, the common financial goals for each operating segment remain constant.

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 reporting period.

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
United States	$	83,039	$	62,860	$	172,138	$	121,981
China	271,311		266,479		505,209		541,384
Korea	33,726		56,616		68,762		120,995
Rest of Asia	145,221		137,246		283,567		274,673
Europe	73,401		66,941		146,027		137,848
Rest of World	13,576		15,164		29,812		31,500
	$	620,274	$	605,306	$	1,205,515	$	1,228,381

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

	December 28, 2013		June 29, 2013
	(in thousands)
United States	$	1,071,426	$	1,058,579
Philippines	179,229		183,671
Thailand	70,155		76,708
Rest of World	51,583		54,166
	$	1,372,393	$	1,373,124

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NOTE 9: COMPREHENSIVE INCOME

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 28, 2013 were as follows:

(in thousands)	Unrealized gain (loss) on intercompany receivables			Unrealized gain (loss) on post-retirement benefits			Cumulative translation adjustment			Unrealized gain (loss) on cash flow hedges			Unrealized gain (loss) on available-for-sale securities			Total
June 29, 2013	$	(7,401	)	$	(5,838	)	$	(1,527	)	$	(1,004	)	$	23		$	(15,747	)
Other comprehensive income (loss) before reclassifications	—			—			—			(356		)	(36		)	(392		)
Amounts reclassified out of accumulated other comprehensive income (loss)	—			717			—			1,060			—			1,777
Tax effects	2,077			(150		)	—			(147		)	13			1,793
Other comprehensive income (loss)	2,077			567			—			557			(23		)	3,178
December 28, 2013	$	(5,324	)	$	(5,271	)	$	(1,527	)	$	(447	)	$	—		$	(12,569	)

NOTE 10: INCOME TAXES

In the three and six months ended December 28, 2013, the Company recorded an income tax provision of $20.2 million and $42.2 million, respectively, compared to an income tax provision of $38.1 million and $69.9 million in the three and six months ended December 29, 2012, respectively.

The Company's federal statutory tax rate is 35%. The Company's effective tax rates for the three and six months ended December 28, 2013 and December 29, 2012 were lower than the statutory tax rate primarily because earnings of foreign subsidiaries were taxed at lower rates. The Company's income tax provision for the three and six months ended December 29, 2012 included a $21.4 million discrete tax charge for research and development expenses of a foreign subsidiary for which no tax benefit is available.

The Company estimates that it is reasonably possible that its liability for unrecognized tax benefits, including accrued interest and penalties, could decrease within the next 12 months by $25 million due to expected settlements with foreign tax authorities.

In fiscal year 2012 the U.S. Internal Revenue Service commenced an audit of the Company's federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

Indemnification

The Company indemnifies certain customers, distributors, suppliers and subcontractors for attorney fees and damages and costs awarded against such parties in certain circumstances in which the Company’s products are alleged to infringe third party intellectual property rights, including patents, registered trademarks or copyrights. The terms of the Company’s indemnification obligations 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.

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

Product Warranty

The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a credit to the customer’s account. In limited circumstances, the term of product warranty may extend beyond one year and may include financial responsibility beyond repairing or replacing the product or crediting the customer’s account. In addition, we may also consider the Company’s relationship with its customer when assessing product claims. Warranty expense has historically been immaterial to the Company's consolidated financial statements. However, included within the results of operations for the three months ended December 28, 2013 is a charge of $18.1 million primarily related to a product claim with a major customer. This charge includes product replacement and the cost to remove and install replacement product. Additionally, the Company assumed from its recent acquisition of Volterra Corporation $13.9 million of warranty claims. 

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

The changes in Maxim Integrated's aggregate product warranty liabilities for the six months ended December 28, 2013 were as follows:

	(in thousands)
Product warranty liability at June 29, 2013	$	3,075
Accruals assumed from acquisition	13,911
Accruals for warranties issued	18,274
Payments	(8,759		)
Changes in estimate	(67		)
Product warranty liability at December 28, 2013	$	26,434

NOTE 12: COMMON STOCK REPURCHASES

In July 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

During the six months ended December 28, 2013, the Company repurchased approximately 7.5 million shares of its common stock based on settlement date for $213.5 million. As of December 28, 2013, the Company had remaining authorization of $853.7 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

NOTE 13: ACQUISITION

Fiscal year 2014

VOLTERRA

On October 1, 2013, the Company completed its acquisition of Volterra, formerly a publicly traded company that develops power management solutions. The primary reason for this acquisition was to expand the Company's available market across a wide range of end markets, including enterprise server, cloud computing, communications and energy. The results of operations of Volterra are included in the Company’s Condensed Consolidated Statements of Income, beginning in the second quarter of fiscal year 2014. Volterra net revenues booked in the Company's second quarter of fiscal year 2014 was $35.0 million. Acquisition-related costs for the six months ended December 28, 2013 were $7.1 million. The Company is in the process of integrating the Volterra acquisition with the existing Communications and Automotive Solutions Group.

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

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

Volterra Substitute Awards

In connection with the acquisition, the Company issued substitute awards to certain Volterra employees. Refer to Note 6: "Stock-Based Compensation" of these Notes to Condensed Consolidated Financial Statements for further discussion on stock compensation in relation to Volterra.

The preliminary purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques, including preliminary work performed by third-party valuation specialists, and are subject to change during the purchase price allocation period (generally one year from the acquisition date) as valuations are finalized.

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

The fair value of property, plant, and equipment and intangible assets is preliminary pending the completion of the valuation of those assets. In addition, the Company has evaluated and continues to evaluate certain pre-acquisition contingencies, including corporate income tax related payables, uncertain tax positions and certain legal contingencies, relating to Volterra that existed as of the acquisition date. Additional information, which existed as of the acquisition date but was at that time unknown to the Company, may become known to the Company during the remainder of the purchase price allocation period.

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

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

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

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

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

Refer to Note 16: "Restructuring Activities" of these Notes to Condensed Consolidated Financial Statements for a discussion on Volterra Restructuring Plan.

Fiscal year 2013

None.

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. The Company performed the annual goodwill impairment analysis during the first quarter of fiscal year 2014 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.

Activity and goodwill balances for the six months ended December 28, 2013 were as follows:

	Goodwill
	(in thousands)
Balance at June 29, 2013	$	422,004
Volterra acquisition	174,894
Balance at December 28, 2013	$	596,898

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

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

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Intangible assets consisted of the following:

	December 28, 2013						June 29, 2013
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	426,362	$	164,174	$	262,188	$	230,562	$	136,870	$	93,692
Customer relationships	119,830		61,477		58,353		95,230		54,308		40,922
Trade name	8,500		2,402		6,098		2,100		1,950		150
Backlog	900		542		358		—		—		—
Patent	2,500		127		2,373		—		—		—
Total amortizable purchased intangible assets	558,092		228,722		329,370		327,892		193,128		134,764
IPR&D	75,282		—		75,282		22,382		—		22,382
Total purchased intangible assets	$	633,374	$	228,722	$	404,652	$	350,274	$	193,128	$	157,146

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
Cost of goods sold	$	19,098	$	8,986	$	27,190	$	18,440
Intangible asset amortization	4,968		3,903		8,404		7,952
Total intangible asset amortization expenses	$	24,066	$	12,889	$	35,594	$	26,392

The following table represents the estimated future amortization expense of intangible assets as of December 28, 2013:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2014	$	44,592
2015	87,698
2016	71,146
2017	59,241
2018	41,789
2019	13,838
Thereafter	11,066
Total intangible assets	$	329,370

NOTE 15: IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2014:

During the second quarter of fiscal year 2014, the Company recorded $5.2 million in Impairment of long-lived assets in the Company's Condensed Consolidated Statements of Income.

The impairment includes certain U.S. test operation assets identified as excess as a result of reducing the level and extent of the U.S. test organization. These assets included primarily test manufacturing equipment which was recorded in Property, plant, and

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equipment, net in the Condensed Consolidated Balance Sheet as of December 28, 2013. These testers were fully impaired. The company also impaired fab tools and a building classified as held for sale. The fab tools were fully impaired while the building was impaired down to fair value less cost to sell. The fair value of the building was determined mainly after consideration of evidence such as broker estimates, building condition, and offers received.

Fiscal year 2013:

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

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

NOTE 16: RESTRUCTURING ACTIVITIES

Volterra Restructuring Plan

In connection with the acquisitions of Volterra, the Company's management approved and initiated plans to restructure the operations of Volterra, including acceleration of certain stock-based compensation awards, costs to vacate duplicative facilities, severance for transitional and exiting employees, contract cancellation costs and other items. The total combined cost of the plan was $9.9 million in Severance and restructuring expenses in the Company's Condensed Consolidated Statements of Income. As of December 28, 2013, the Company recorded all of the costs of the plan based upon the anticipated timing of planned terminations and facility closure costs. Expected severance and retention costs for transitional employees are being accrued over the transitional period. Amounts accrued and future estimated costs to be incurred as of December 28, 2013 are immaterial.

Business Unit Reorganization

During the six months ended December 28, 2013, the Company recorded $5.9 million in Severance and restructuring expenses in the Company's Condensed Consolidated Statements of Income associated with the reorganization of certain business units. Multiple job classifications and locations were impacted as this was a company-wide action. The reorganization was driven by the desire to focus on specific investment areas and simplify business processes.

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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 is incorporated in the state of Delaware. Maxim Integrated 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 geographically diverse customers. The Company also provides a range of high-frequency process technologies and capabilities that can be used in custom designs. 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. The Company is a global company with wafer manufacturing facilities in the U.S., testing facilities in the Philippines and Thailand and sales and circuit design offices throughout the world. The major end-markets in which the Company’s products are sold are the communications, computing, consumer and industrial markets.

On October 1, 2013, the Company completed the acquisition of Volterra Semiconductor Corporation (“Volterra”) that develops power management solutions, for approximately $615.0 million. The acquisition of Volterra expands our serviceable available market across a wide range of end markets, including enterprise server, cloud computing and communications.

Impact of Acquisition

The comparability of our operating results in the second quarter and first six months of fiscal year 2014 compared with the same periods in fiscal year 2013 is impacted by our acquisition of Volterra in the second quarter of fiscal year 2014.

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 condensed consolidated financial statements. The SEC has defined the most critical accounting policies as the ones that are most important to the portrayal 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 and related allowances, which impact the recording of revenues; valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts write-offs of fixed assets, intangible assets, and goodwill; accounting for stock-based compensation, which impacts cost of goods sold, gross margins and operating expenses; accounting for income taxes, which impacts the income tax provision; and assessment of contingencies, which impacts charges recorded in cost of goods sold and operating expenses. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or are less likely to have a material impact on our reported results of operations for a given period.

There have been no material changes during the six months ended December 28, 2013 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, 2013.

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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				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	47.0	%	40.0	%	43.9	%	39.0	%
Gross margin	53.0	%	60.0	%	56.1	%	61.0	%
Operating expenses:
Research and development	23.0	%	22.4	%	22.6	%	21.9	%
Selling, general and administrative	13.5	%	13.2	%	13.3	%	13.0	%
Intangible asset amortization	0.8	%	0.6	%	0.7	%	0.6	%
Impairment of long-lived assets	0.8	%	3.7	%	0.4	%	2.0	%
Severance and restructuring expenses	1.6	%	0.4	%	1.3	%	0.2	%
Acquisition-related costs	0.7	%	—	%	0.6	%	—	%
Other operating expenses (income), net	1.3	%	0.3	%	0.6	%	0.2	%
Total operating expenses	41.7	%	40.6	%	39.5	%	37.9	%
Operating income	11.3	%	19.4	%	16.6	%	23.1	%
Interest and other income (expense), net	(0.9	)%	(0.5	)%	(0.8	)%	(0.7	)%
Income before provision for income taxes	10.4	%	18.9	%	15.8	%	22.4	%
Provision for income taxes	3.3	%	6.3	%	3.5	%	5.7	%
Net income	7.1	%	12.6	%	12.3	%	16.7	%

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				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Cost of goods sold	0.5	%	0.6	%	0.5	%	0.5	%
Research and development	2.0	%	2.0	%	1.8	%	2.0	%
Selling, general and administrative	1.1	%	1.2	%	1.1	%	1.2	%
	3.6	%	3.8	%	3.4	%	3.7	%

Net Revenues

Net revenues were $620.3 million and $605.3 million for the three months ended December 28, 2013 and December 29, 2012, respectively, an increase of 2.5%. Net revenues were $1,205.5 million and $1,228.4 million for the six months ended December 28, 2013 and December 29, 2012, respectively, a decrease of 1.9%. We classify our shipments by four major end markets: Communications, Computing, Consumer and Industrial. Net shipments increased during the three months ended December 28, 2013 as compared to the three months ended December 29, 2012 due to the acquisition of Volterra, which contributed $35.0 million primarily to the Computing end market and an increase in shipments of our industrial products portfolio driven primarily by design wins and new products offered in the automotive end market. These increases were partially offset by lower demand for products in the consumer markets primarily from smartphones.

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Net shipments decreased during the six months ended December 28, 2013 as compared to the six months ended December 29, 2012 due to lower demand for products in the consumer markets primarily from smartphones. This decrease was partially offset by an increase in shipments of our industrial products portfolio driven primarily by design wins and new products offered in the automotive end market, and a net increase in shipments to the Computing end market due to the Volterra acquisition partially offset by decreased shipments due to our exit of certain notebook products with low gross margin.

During the three months ended December 28, 2013 and December 29, 2012, approximately 87% and 90% of net revenues, respectively, were derived from customers outside of the United States. During the six months ended December 28, 2013 and December 29, 2012, approximately 86% and 90% of net revenues, respectively, were derived from customers outside of the United States. While the majority of these sales are denominated in U.S. Dollars, we enter into foreign currency forward contracts to mitigate our risks on firm commitments and net monetary assets and liabilities denominated in foreign currencies. The impact of changes in foreign exchange rates on our revenue and results of operations for the three and six months ended December 28, 2013 and December 29, 2012 was immaterial.

Gross Margin

Our gross margin percentages were 53.0% and 60.0% for the three months ended December 28, 2013 and December 29, 2012, respectively. The gross margin decreased due to $18.1 million of product warranty related expenses primarily associated with one customer, $12.7 million of incremental amortization related to Volterra intangible assets and $13.1 million related to Volterra inventory fair value mark-up amortization.

Our gross margin percentages were 56.1% and 61.0% for the six months ended December 28, 2013 and December 29, 2012, respectively. The gross margin decreased due to $18.2 million of product warranty related expenses primarily associated with one customer, $12.7 million of incremental amortization related to Volterra intangible assets, $13.1 million related to Volterra inventory fair value mark-up amortization, and increased inventory reserves of $8.4 million.

Research and Development

Research and development expenses were $143.0 million and $135.7 million for the three months ended December 28, 2013 and December 29, 2012, respectively, which represented 23.0% and 22.4% of net revenues, respectively. The $7.3 million increase was primarily attributable to increases in salaries of $5.3 million, primarily from increased headcount from the Volterra acquisition and an increase in headcount related expenses of $2.4 million resulting from both the Volterra acquisition and an increase in employee health benefits costs.

Research and development expenses were $272.9 million and $268.7 million for the six months ended December 28, 2013 and December 29, 2012, respectively, which represented 22.6% and 21.9% of net revenues, respectively. The $4.2 million increase was primarily attributable an increase in headcount related expenses of $4.0 million resulting from both the Volterra acquisition and an increase in employee health benefits costs.

Selling, General and Administrative

Selling, general and administrative expenses were $83.5 million and $80.1 million for the three months ended December 28, 2013 and December 29, 2012, respectively, which represented 13.5% and 13.2% of net revenues, respectively. The $3.4 million increase was primarily attributable to an increase in legal expense relating to Volterra and an increase in headcount related expenses of $2.0 million resulting from both the Volterra acquisition and an increase in employee health benefits.

Selling, general and administrative expenses were $160.9 million and $160.2 million for the six months ended December 28, 2013 and December 29, 2012, respectively, which represented 13.3% and 13.0% of net revenues, respectively.

Impairment of Long-Lived Assets

Impairment of long-lived assets were $5.2 million and $22.2 million for the three months ended December 28, 2013 and December 29, 2012, respectively, which represented 0.8% and 3.7% of net revenues, respectively. The $17.0 million decrease was primarily due to lower levels of certain assets classified as excess Property, plant and equipment and certain assets classified as held for sale written down to fair value less cost to sell in the three months ended December 29, 2012 as compared to the three months ended December 28, 2013.

Impairment of long-lived assets were $5.2 million and $24.9 million for the six months ended December 28, 2013 and December 29, 2012, respectively, which represented 0.4% and 2.0% of net revenues, respectively. The $19.7 million decrease was primarily due

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to lower levels of certain assets classified as excess Property, plant and equipment and certain assets classified as held for sale written down to fair value less cost to sell in the six months ended December 31, 2012 as compared to the six months ended December 28, 2013.

Severance and Restructuring Expenses

Severance and restructuring expenses were $10.2 million and $2.2 million for the three months ended December 28, 2013 and December 29, 2012, respectively, which represented 1.6% and 0.4% of net revenues, respectively. The $8.0 million increase was primarily due to the $9.9 million of severance costs associated with restructuring plans arising from the acquisition of Volterra including acceleration of certain stock-based compensation awards, costs to vacate duplicative facilities, severance for transitional and exiting employees, contract cancellation costs and other items.

Severance and restructuring expenses were $15.8 million and $2.2 million for the six months ended December 28, 2013 and December 29, 2012, respectively, which represented 1.3% and 0.2% of net revenues, respectively. The $13.6 million increase was due to the $9.9 million of severance costs associated with restructuring plans arising from the acquisition of Volterra. Furthermore, the Company also recorded $5.9 million in severance and restructuring expenses associated with the reorganization of certain business units. The reorganization was driven by the desire to focus on specific investment areas and simplify business processes.

Acquisition-Related Costs

Acquisition-related costs were $4.1 million and $7.1 million for the three and six months ended December 28, 2013, respectively, and included banker, legal, and other Volterra related acquisition-related costs.

Other Operating Expenses (Income), net

Other operating expenses (income), net were $7.3 million and $1.7 million during the three months ended December 28, 2013 and December 29, 2012, respectively. This net increase in expense of $5.6 million was primarily driven by a $6.0 million intellectual property infringement legal settlement.

Other operating expenses (income), net were $6.6 million and $2.1 million during the six months ended December 28, 2013 and December 29, 2012, respectively. This net increase in expense of $4.5 million was primarily driven by a $6.0 million intellectual property infringement legal settlement.

Interest and Other Income (Expense), net

Interest and other income (expense), net were $(5.8) million and $(2.8) million for the three months ended December 28, 2013 and December 29, 2012, respectively. This net increase in expense of $3.0 million was primarily driven by an increase in interest expense related to higher levels of long-term debt outstanding to date during fiscal year 2014 as compared to fiscal year 2013.

Interest and other income (expense), net were $(9.3) million and $(8.5) million for the six months ended December 28, 2013 and December 29, 2012, respectively. This net increase in expense of $0.8 million was primarily driven by an increase in interest expense related to our higher levels of long-term debt outstanding during fiscal year 2014 as compared to 2013, and a favorable impact from foreign currency exchange rates movements.

Provision for Income Taxes

In the three and six months ended December 28, 2013, the Company recorded an income tax provision of $20.2 million and $42.2 million, respectively, compared to an income tax provision of $38.1 million and $69.9 million in the three and six months ended December 29, 2012, respectively.

The Company's federal statutory tax rate is 35%. The Company's effective tax rates for the three and six months ended December 28, 2013 and December 29, 2012 were lower than the statutory tax rate primarily because earnings of foreign subsidiaries were taxed at lower rates. The Company's income tax provision for the three and six months ended December 29, 2012 included a $21.4 million discrete tax charge for research and development expenses of a foreign subsidiary for which no tax benefit is available.

The Company’s effective tax rate for the three and six months ended December 28, 2013 was 31.3% and 22.3%, respectively, compared to 33.2% and 25.5%, respectively, for the three and six months ended December 29, 2012. The effective tax rate changes are primarily due to shifts of income and loss among jurisdictions with differing tax rates and a $21.4 million discrete tax charge

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in the three and six months ended December 29, 2012 for research and development expenses of a foreign subsidiary for which no tax benefit is available.

The Company estimates that it is reasonably possible that its liability for unrecognized tax benefits, including accrued interest and penalties, could decrease within the next 12 months by $25 million due to expected settlements with foreign tax authorities.

In fiscal year 2012 the U.S. Internal Revenue Service commenced an audit of the Company's federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

BACKLOG

At December 28, 2013 and September 28, 2013, our current quarter backlog was approximately $366 million and $390 million, respectively. We include in backlog 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. In addition, backlog includes orders from domestic distributors for which revenues are not recognized until the products are sold by the distributors. Accordingly, we believe that our backlog is not a reliable measure of future revenues. All backlog numbers have been adjusted for estimated future U.S. distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:

	Six Months Ended
	December 28, 2013			December 29, 2012
	(in thousands)
Net cash provided by (used in) operating activities	$	330,325		$	391,842
Net cash provided by (used in) investing activities	(505,920		)	(108,346		)
Net cash provided by (used in) financing activities	150,518			(209,449		)
Net increase (decrease) in cash and cash equivalents	$	(25,077	)	$	74,047

Operating activities

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

Cash from operations for the six months ended December 28, 2013 decreased by approximately $61.5 million compared with the six months ended December 29, 2012. This was primarily due to a lower net income of $57.0 million, impact of sales linearity on accounts receivable, and lower impairment of property plant and equipment. These decreases were offset partially by relative inventory levels, impacted by the amortization of the Volterra inventory mark-up during the six months ended December 28, 2013

Investing activities

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

Cash provided by investing activities decreased by $397.6 million for the six months ended December 28, 2013 compared with the six months ended December 29, 2012. The decrease was primarily due to payments in connection with the Volterra acquisition, net of cash acquired of $453.5 million.

Financing activities

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

Net cash provided by financing activities increased by approximately $360.0 million for the six months ended December 28, 2013 compared with the six months ended December 29, 2012. The increase was primarily from the issuance of $500 million of the Company's senior unsecured notes on November 21, 2013, net of paid issuance costs and discount; at $494.5 million. This increase was offset by increased level of repurchases of common stock of $97.9 million.

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Liquidity and Capital Resources

Debt Levels

On November 21, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 2.5% senior unsecured and unsubordinated notes due on November 15, 2018.

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 on March 15, 2023.

Outstanding debt has increased to $1,004 million from $506 million as of December 28, 2013 and June 29, 2013, respectively, bearing weighted average interest rate of 3.0% and 3.5% for the six months ended December 28, 2013 and for the year ended June 29, 2013, respectively.

Available Borrowing Resources

As of December 28, 2013, the Company had the capacity to issue an unspecified amount of additional debt securities, common stock, preferred stock, warrants, rights and units under an automatic shelf registration statement filed with the SEC on August 12, 2013.

The Company also has access to a $250 million senior unsecured revolving credit facility with certain institutional lenders that expires on October 13, 2016. The facility fee is at a rate per annum that varies based on the Company's index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company's index debt rating. As of December 28, 2013, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

As of December 28, 2013, our available funds consisted of $1,149.9 million in cash, cash equivalents and short-term investments.

The Company believes that its existing sources of liquidity and cash expected to be generated from future operations, together with existing and available borrowing resources if needed, will be sufficient to fund operations, capital expenditures, research and development efforts, dividend payments, common stock repurchases, debt repayments and acquisitions for at least the next twelve months.

Off-Balance-Sheet Arrangements

As of December 28, 2013, the Company 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, 2013.

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the six months ended December 28, 2013 and December 29, 2012 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 December 28, 2013. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of December 28, 2013. The purpose of these controls

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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

On October 1, 2013 we completed the acquisition of Volterra. We are in the process of integrating Volterra into our systems and control environment as of December 28, 2013. There were no other changes in our internal control over financial reporting during the quarter ended December 28, 2013, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonable 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.

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PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

The information set forth above under Part I, Item 1, Note 11 “Commitment 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, 2013, which is incorporated herein by reference.

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

The following table summarizes the activity related to stock repurchases for the three months ended December 28, 2013:

	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
Sep. 29, 2013 - Oct. 26, 2013	624	$	29.78	624	$	894,212
Oct. 27, 2013 - Nov. 23, 2013	651	29.32		651	875,125
Nov. 24, 2013 - Dec. 28, 2013	759	28.23		759	853,695
Total for the quarter	2,034	$	29.06	2,034	$	853,695

On July 25, 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

In the fiscal quarter ended December 28, 2013, the Company repurchased approximately 2.0 million shares of its common stock based on settlement date for approximately $59.1 million. As of December 28, 2013, the Company had remaining authorization of $853.7 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

None

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ITEM 6: EXHIBITS

(a) Exhibits

1.1	Underwriting Agreement, dated November 14, 2013, between Maxim Integrated Products, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, in their capacities as representatives of the several underwriters named therein (1)
4.1	Third Supplemental Indenture, dated as of November 21, 2013, between Maxim Integrated Products, Inc. and Wells Fargo Bank, National Association, as trustee (2)
10.3	The Company's 1996 Stock Incentive Plan, as amended and restated(A)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (3)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (3)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

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

(3) This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

(A) Management contract or compensatory plan or arrangement.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months ended December 28, 2013, (ii) Condensed Consolidated Balance Sheets at December 28, 2013 and June 29, 2013, (iii) Condensed Consolidated Statement of Comprehensive Income for the three and six months ended December 28, 2013, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended December 28, 2013 and (v) Notes to Condensed Consolidated Financial Statements.

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.

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SIGNATURES

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

February 3, 2014	MAXIM INTEGRATED PRODUCTS, INC.
	By:/s/ David A. Caron
	David A. Caron
	Vice President and Principal Accounting Officer
	(Chief Accounting Officer and Duly Authorized Officer)

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EX-10.3

MAXIM INTEGRATED PRODUCTS, INC.

AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN¹

1. Purposes of the Plan. The purposes of this 1996 Stock Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants of the Company and its Subsidiaries and to promote the success of the Company’s business.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan.

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(c) “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.

(d) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock and Restricted Stock Units.

(e) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan, including an Option Agreement. The Award Agreement is subject to the terms and conditions of the Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Change in Control” means a change in ownership or control of the Company effected through either of the following transactions:

(i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders accept, or

(ii) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors.

Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A, then, to the extent necessary to comply with the requirements of Section 409A with respect to the payment of any amounts thereunder deemed to constitute “nonqualified deferred compensation” subject to Section 409A, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

¹As approved by the Board of Directors on August 8, 2013 and approved by Stockholders on November 13, 2013.

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Committee” means any committee appointed by the Board to administer the Plan.

(j) “Common Stock” means the Common Stock of the Company.

(k) “Company” means Maxim Integrated Products, Inc., a Delaware corporation.

(l) “Consultant” means any person who is a consultant, advisor, independent contractor, vendor, customer or other person having a past, current or prospective business relationship with the Company or any Parent or Subsidiary.

(m) “Continuing Directors” means members of the Board who either (i) have been Board members continuously for a period of at least thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board.

(n) “Continuous Status as an Employee, Director or Consultant” means that the employment, director or consulting relationship with the Company, any Parent, or Subsidiary, is not interrupted or terminated. Continuous Status as an Employee, Director or Consultant shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

(o) “Corporate Transaction” means any of the following stockholder-approved transactions to which the Company is a party:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated,

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations) in connection with complete liquidation or dissolution of the Company, or

(iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger.

(p) “Covered Employee” means any person who is a “covered employee” under Section 162(m)(3) of the Code.

(q) “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as Performance-Based Compensation.

(r) “Director” means a member of the Board.

(s) “Employee” means any person, including an Officer or Director, who is an employee of the Company or any Parent or Subsidiary. Except with respect to the grant of Incentive Stock Options, Employee also means any person, including an Officer or Director, who is an employee of any other affiliated entity of the Company, as determined by the Company in its sole discretion. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(u) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) Where there exists a public market for the Common Stock, the Fair Market Value of a share of Common Stock shall be (A) the closing sale price of the Common Stock on the date of the determination (or, if no sales were reported on such date, on the last trading date on which sales were

reported) on (1) the stock exchange determined by the Administrator to be the primary market for the Common Stock, or (2) the Nasdaq National Market, or (3) ,as reported by Market Sweep, a service from Interactive Data Services, Inc., or such other reporting source as the Administrator deems reliable; whichever is applicable or (B) if the Common Stock is not traded on any such exchange or national market system, the closing price of a Share on the Nasdaq Small Cap Market or over-the-counter (Pink Over-The-Counter Markets Inc. Electronic Quotation Service), as applicable, on the date of the determination (or, if no such price was reported on that date, on the last date on which such price was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(ii) In the absence of an established market of the type described in (i), above, for the Common Stock, the Fair Market Value thereof shall be determined by the Administrator in good faith (in a manner intended to comply with Section 409A).

(v) “Fiscal Year” means the fiscal year of the Company.

(w) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.

(x) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(y) “Non-Qualified Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(z) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(aa) “Option” means a stock option granted pursuant to the Plan.

(bb) “Option Agreement” means the written agreement evidencing the grant of an Option executed by the Company and the Grantee, including any amendments thereto.

(cc) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(dd) “Performance-Based Compensation” means compensation qualifying as “performance-based compensation” under Section 162(m) of the Code.

(ee) “Performance Goals” has the meaning given to it in Section 11.

(ff) “Performance Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.

(gg) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of Performance Goals, or the occurrence of other events as determined by the Administrator.

(hh) “Plan” means this Amended and Restated 1996 Stock Incentive Plan.

(ii) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

(jj) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

(ll) “Section 16(b)” means Section 16(b) of the Exchange Act.

(mm) “Section 409A” shall mean Section 409A of the Code and all formal guidance and regulations promulgated thereunder.

(nn) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

(oo) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(pp) “Subsidiary Disposition” means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution of substantially all of the outstanding capital stock of such Subsidiary.

(qq) “U.S. Taxpayer” means a Grantee who is, or may be, subject to taxation under the laws of the United States or a political subdivision thereof.

(rr) “Volterra 2004 Plan” has the meaning given to it in Section 3(a).

(ss) “Volterra Acquisition” means the transaction pursuant to which Volterra Semiconductor Corporation became a wholly owned subsidiary of the Company.

(tt) “Volterra Substitute Awards” has the meaning given to it in Section 3(a).

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to this Plan is 132,100,000 Shares plus (i) the number of Shares or options returned to the Company’s Incentive Stock Option Plan, 1987 Employee Stock Participation Plan, and 1987 Supplemental Stock Option Plan as a result of termination of options or repurchase of Shares issued under such plans, (ii) such number of Shares which have been reserved but not issued under the Dallas Semiconductor Corporation 1987 Stock Option Plan (the “Dallas 1987 Plan”) as of the date of stockholder approval of this Plan, and any Shares returned to the Dallas 1987 Plan as a result of termination of options or repurchase of Shares issued under such plan, (iii) such number of Shares which have been reserved but not issued under the Dallas Semiconductor Corporation 1993 Officer and Director Stock Option Plan (the “Dallas 1993 Plan”) as of the date of stockholder approval of this Plan, and any Shares returned to the Dallas 1993 Plan as a result of termination of options or repurchase of Shares issued under such plan, and (iv) 1,233,496 Shares which, after giving effect to the adjustments contemplated under the Volterra Acquisition, originally were reserved but not issued under the Volterra Semiconductor Corporation 2004 Equity Incentive Plan (the “Volterra 2004 Plan”) and are issuable pursuant to substitute Awards granted under the Plan in connection with the Volterra Acquisition (the “Volterra Substitute Awards”) , with any Shares subject to all Volterra Substitute Awards, including Awards of Restricted Stock or Restricted Stock units counted against the reserve set forth in this Section 3(a)(iv) as one Share for every one Share subject thereto.

(b) Full Value Awards. Any Shares subject to Options will be counted against the numerical limits of this Section 3 as one Share for every Share subject thereto. Except as provided in Section 3(a)(iv), any Shares subject to Awards of Restricted Stock or Restricted Stock Units with a per share or unit purchase price lower than one hundred percent (100%) of Fair Market Value on the date of grant will be counted against the numerical limits of this Section 3 as two Shares for every one Share subject thereto. To the extent that a Share that was subject to an Award that counted as two Shares against the Plan reserve

pursuant to the preceding sentence is recycled back into the Plan under the next paragraph of this Section 3, the Plan will be credited with two Shares.

(c) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock and Restricted Stock Units, is forfeited to or repurchased by the Company, the unexercised Shares (or for Awards other than Options, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated); provided; however, that any Shares subject to Volterra Substitute Awards that become available for future grants or sale under the Plan pursuant to this Section 3(c) shall not be granted to any individual who was employed, immediately prior to the completion of the Volterra Acquisition, by the Company or any Affiliate of the Company and shall not be available for grant beyond the period that the predecessor shares could have been granted under the terms of the Volterra 2004 Plan. Notwithstanding anything contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3(a) and will not be available for future grants of Awards under this Plan or any other plans listed in Section 3(a): (i) Shares tendered by a Grantee or withheld by the Company in payment of the exercise price of an Option (or any other option granted under any other plans listed in Section 3(a)), and (ii) Shares tendered by a Grantee or withheld by the Company to satisfy any tax withholding obligation with respect to an Award (or any other equity award granted under any other plans listed in Section 3(a)). Notwithstanding the foregoing and, subject to adjustment provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).

4. Administration of the Plan.

(a) Plan Administrator.

(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. Subject to Applicable Laws, the Board may authorize one or more Officers to grant such Awards and may limit such authority by requiring that such Awards must be reported to and ratified by the Board or a Committee within six (6) months of the grant date, and if so ratified, shall be effective as of the grant date.

(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee” shall be deemed to be references to such Committee or subcommittee.

(iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:

(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;

(ii) to determine whether and to what extent Awards are granted hereunder;

(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;

(iv) to determine the Fair Market Value;

(v) to approve forms of Award Agreement for use under the Plan;

(vi) to determine the terms and conditions of any Award granted hereunder;

(vii) to modify or amend the terms of any outstanding Award granted under the Plan in any lawful way, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; provided, however, that any provision of the Plan to the contrary notwithstanding, the Administrator shall not have the authority to reprice any outstanding Option, it being understood that “reprice” shall mean to amend any outstanding Option to reduce the exercise price;

(viii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(ix)  notwithstanding any provision of the Plan to the contrary, in order to facilitate compliance with the tax, securities, foreign exchange, probate or other applicable provisions of the laws in other countries in which the Company or its Affiliates operate or have key employees or non-employee directors, the Administrator, in its discretion, shall have the power and authority to (A) determine which (if any) Employees, Directors, and/or Consultants rendering services or employed outside the U.S. are eligible to participate in the Plan or to receive any type of Award hereunder; (B) determine which non-U.S.-based Affiliates or operations (e.g., branches, representative offices) participate in the Plan or any type of Award hereunder; (C) modify the terms and conditions of any Awards made to such Employees, Directors, and/or Consultants, or with respect to such non-U.S.-based Affiliates or operations; and (D) establish sub-plans, modify methods of exercise, modify payment restrictions on sale or transfer of Shares and other terms and procedures to the extent deemed necessary or desirable by the Administrator to comply with Applicable Laws of the non-U.S. jurisdiction. The Administrator shall not, however, have the power or authority to amend the Plan with respect to the maximum aggregate number of Shares that may be issued under the Plan as set forth in Section 3(a), increase the Award limits as set forth in Sections 6, 7 and 8; or lengthen the term of an Option set forth in Section 6(d); and

(x) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be conclusive and binding on all persons.

5. Eligibility. Non-Qualified Stock Options, Restricted Stock and Restricted Stock Units may be granted to Employees, Directors and Consultants, which awards need not be identical. Incentive Stock Options may be granted only to Employees. Employees providing services to an Affiliate that is not a Subsidiary are not eligible to receive Options, SARs or other “stock rights” within the meaning of Section 409A, unless (i) the Participant is not a U.S. Taxpayer or (ii) the Committee determines that the Option, SAR or stock right is exempt from, or may be granted in compliance with, Section 409A. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors and Consultants who are residing in foreign jurisdictions as the Administrator may determine from time to time. Designation of a Grantee in any year shall not require the Administrator to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Grantee in any other year.

6. Terms and Conditions of Options.

(a) Designation of Option. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares subject to Options designated as Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in excess of the foregoing limitation, will be treated as Non-Qualified Stock Options. For the purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted, and the Fair Market Value of the Shares will be determined as of the date the Option with respect to such Shares is granted.

(b) Conditions of Option. Subject to the terms of the Plan, the Administrator will determine the provisions, terms and conditions of each Option including, but not limited to, the Option vesting schedule, form of payment upon exercise of the Option and satisfaction of any performance criteria.

(c) Individual Option Limit. The maximum number of Shares with respect to which Options may be granted to any individual in any Fiscal Year shall be 4,000,000. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 13. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing

limitation with respect to an individual, if any Option is canceled, the canceled Option shall continue to count against the maximum number of Shares with respect to which Options may be granted to the individual. For this purpose, the repricing of an Option shall be treated as the cancellation of the existing Option and the grant of a new Option.

(d) Term of Option. The Administrator will determine the term of each Option in its sole discretion, provided the term of an Option will not be more than ten (10) years from the date of grant. Moreover, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent

(10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price, Consideration and Taxes.

(i) Exercise Price. The exercise price for an Option shall be as follows:

(A) In the case of an Incentive Stock Option:

(1) granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

(2) granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price will be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(B) In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(C) Notwithstanding the foregoing, the Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise of an Option including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may determine, unless otherwise provided in the Award Agreement, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:

(A) cash;

(B) check;

(C) surrender of Shares (including withholding of Shares otherwise deliverable upon exercise of the Option) which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised (but only to the extent that such exercise of the Option would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by the Administrator);

(D) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price; or

(E) any combination of the foregoing methods of payment.

(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder.

(A) Any Option granted hereunder will be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the Award Agreement.

(B) An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company or its designated agent (e.g., the exclusive, captive broker) in accordance with the terms of the Option, from the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company or its designated agent, or the appropriate exercise/sale transaction has been executed under subsection 6(e)(ii)(D) above. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to an Option, notwithstanding the exercise of an Option. The Company shall issue (or cause to be issued) such stock certificate in uncertificated form promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate in uncertificated form is issued, except as provided in the Award Agreement or Section 13, below.

To the extent that reporting of United States taxable income with respect to an Option exercise under subsections 6(e)(ii) (A)-(C) above is based on the fair market value of the underlying Shares on the date of exercise, the Company shall use the Fair Market Value on the day the Option is deemed exercised in accordance with this Section 6(f)(B), that is the closing sales price (see Section 2(u)) on the day the written notice of exercise and full payment for the Shares (i.e., cashier’s check, money order, Shares (pursuant to subsection 6(e)(ii)(C) above) or readily available funds) are received by the Company or its designated agent. In the case of an exercise under subsection 6(e)(ii)(D) above, the United States taxable income will be calculated using the actual sales price of the underlying Shares subject to the Option.

(ii) Exercise of Option Following Termination of Employment, Director or Consulting Relationship. In the event of termination of a Grantee’s Continuous Status as an Employee, Director or Consultant with the Company for any reason other than disability or death (but not in the event of an Grantee’s change of status from Employee to Consultant or from Consultant to Employee), such Grantee may, but only within ninety (90) days after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Award Agreement), exercise his or her Option to the extent that the Grantee was entitled to exercise it at the date of such termination or to such other extent as may be determined by the Administrator. If the Grantee should die within ninety (90) days after the date of such termination, the Grantee’s estate or the person who acquired the right to exercise the Option by bequest or inheritance may exercise the Option to the extent that the Grantee was entitled to exercise it at the date of such termination within five hundred forty-seven (547) days of the Grantee’s date of death (but in no event later than the expiration date of the term of such Option as set forth in the Award Agreement). In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s Incentive Stock Option shall convert automatically to a Non-Qualified Stock Option on the ninety-first (91st) day following such change of status. Unless otherwise provided by the Administrator, if on the date of termination the Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. To the extent that Grantee is not entitled to exercise the Option at the date of termination, or if Grantee does not exercise such Option to the extent so entitled within the time specified herein, the Option will terminate.

(iii) Disability of Grantee. In the event of termination of a Grantee’s Continuous Status as an Employee, Director or Consultant as a result of his or her disability, Grantee may, but only within three hundred sixty-five (365) days from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in the Award Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months and one day following such termination. Unless otherwise provided by the Administrator, if on the date of termination the Grantee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. To the extent that Grantee is not entitled to exercise the Option at the date of termination, or if Grantee does not exercise such Option to the extent so entitled within the time specified herein, the Option will terminate.

(iv) Death of Grantee. In the event of the death of a Grantee, the Option may be exercised at any time within five hundred forty-seven (547) days following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement except as otherwise provided for in subsection (vi) below)), by the Grantee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Grantee was entitled to the Option at the date of death. If, at the time of death, the Grantee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan unless otherwise determined by the Administrator. If, after death, the Grantee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate.

7. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Employees, Directors or Consultants in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Notwithstanding the foregoing, during any Fiscal Year no Grantee will receive more than an aggregate of 2,000,000 Shares of Restricted Stock. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated, or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The restrictions will lapse at a rate determined by the Administrator; provided, however, that Shares of Restricted Stock will not vest more rapidly than one-third (1/3rd) of the total number Shares of Restricted Stock subject to an Award each year from the date of grant (or, if applicable, the date a Grantee begins providing services to the Company or any of its Affiliates), unless the Administrator determines that the Award is to vest upon the achievement of performance criteria, provided the period for measuring such performance will cover at least twelve (12) months. After the grant of Restricted Stock, the Administrator, in its sole discretion, may reduce or waive any restrictions for such Restricted Stock.

(f) Voting Rights. During the Period of Restriction, Grantees holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Grantees holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless otherwise provided by the Administrator. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will automatically revert to the Company and again will become available for grant under the Plan.

8. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator. Notwithstanding the anything to the contrary in this subsection (a), during any Fiscal Year, no Grantee will receive more than an aggregate of 2,000,000 Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Grantee. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Grantee will be entitled to receive a payout as specified in the Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement; provided that payment of earned Restricted Stock Units will be made in no event later than the fifteenth (15th) day of the third month following the end of the latter of the calendar year or fiscal year in which such Restricted Stock Units vest. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.

(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

9. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Grantee will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the ninety-first (91st) day of such leave any Incentive Stock Option held by the Grantee will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Non-Qualified Stock Option.

10. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

11. Performance Goals. Awards of Restricted Stock and Restricted Stock Units may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement (“Performance Goals”) including cash flow; cash position; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per Share; economic profit; economic value added; equity or stockholder’s equity; free cash flow, free cash flow per Share, market share; net income; net profit; net sales; operating earnings; operating income; profit before tax; ratio of debt to debt plus equity; ratio of operating earnings to capital spending; return on net assets; sales growth; Share price; Share price performance relative to one or more peer companies; Share price performance relative to one or more indexes; total return to stockholders; or total return to stockholders relative to one or more peer companies or indexes. The Performance Goals for a Grantee will be determined by the Administrator based on the Company’s tactical and strategic business objectives, which may differ from Grantee to Grantee and from Award to Award. Prior to the Determination Date, the Administrator will determine whether to make any adjustments to the calculation of any Performance Goal with respect to any Grantee for any significant or extraordinary events affecting the Company and both before and after taking into account equity based compensation charges. In all other respects, Performance Goals will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award.

12. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.

13. Adjustments. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other similar event resulting in an increase or decrease in the number of issued shares of Common Stock. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.

14. Corporate Transactions/Changes in Control/Subsidiary Dispositions.

(a) The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction, Change in Control or Subsidiary Disposition or at the time of an actual Corporate Transaction, Change in Control or Subsidiary Disposition and exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the

release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Status as an Employee or Consultant of the Grantee within a specified period following the effective date of the Change in Control or Subsidiary Disposition. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in Control or Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate unless assumed by the successor company or its Parent.

(b) The portion of any Incentive Stock Option accelerated under this Section 14 in connection with a Corporate Transaction, Change in Control or Subsidiary Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such

dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Non-Qualified Stock Option.

15. Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Grantee to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Grantee’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The Company will have no obligation to permit exercise of an Award or to issue any Shares or cash pursuant to an Award, unless and until either the exercise of the Award or the issuance of Shares or cash pursuant thereto is accompanied by sufficient payment, as determined by the Company in its absolute discretion, to meet those withholding obligations on such exercise, issuance, lapse or disposition or other arrangements are made that are satisfactory to the Company in its absolute discretion to provide otherwise for such payment. The Company will have no liability to any Grantee or transferee for exercising the foregoing right not to permit exercise or issue or deliver Shares or cash.

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Grantee to satisfy such tax withholding obligation, in whole or in part (without limitation) by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable to the Grantee through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee with respect to the Award on the date that the amount of tax to be withheld is to be determined. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

16. Date of an Award. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination will be given to each Grantee to whom an Award is so granted within a reasonable time after the date of such grant.

17. Term of Plan. Subject to Section 21 of the Plan, the amendment and restatement of the Plan shall become effective upon its adoption by the Board on August 16, 2012, subject to the approval by the Company’s stockholders. It shall thereafter continue in effect until August 11, 2015, unless terminated earlier under Section 18 of the Plan.

18. Section 409A

(a) The Company intends that any Awards be structured in compliance with, or to satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding anything else to the contrary herein, if any Award is subject to Section 409A, the Administrator may, in its sole discretion and without a Grantee’s prior consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A, (ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A, including without limitation any such regulations guidance, compliance programs and other interpretative authority that may be issued after the date of the grant.

(b) Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six (6) month period or as soon as administratively practicable thereafter.

(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service”.

19. No Guarantees Regarding Tax Treatment. Grantees (and their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. The Administrator and the Company make no guarantees to any person regarding the tax treatment of Awards or payments made under the Plan. Neither the Administrator nor the Company has any obligation to take any action to prevent the assessment of any tax on any person with respect to any Award under Section 409A of the Code or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Grantee with respect thereto.

20. Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the issuance of Shares, cash or other form of payment in connection with an Award, nothing contained herein shall give any Grantee any rights that are greater than those of a general unsecured creditor of the Company. The Administrator may, but is not obligated, to authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares with respect to awards hereunder.

21. Amendment, Suspension or Termination of the Plan.

(a) The Administrator may at any time amend, suspend or terminate the Plan. To the extent required to comply with Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such manner and to such a degree as required. Notwithstanding the foregoing, the Company shall, at all times, obtain stockholder approval prior to implementing any (i) exchange offer in which any outstanding Awards (or any other outstanding equity awards granted under any other plans listed in Section 3 (a)) would be cancelled in exchange for new Awards of any kind or (ii) offer to purchase any outstanding Awards (or any other outstanding equity awards granted under any other plans listed in Section 3(a)) for any amount of cash, in each case, based on a new valuation of the Awards (or any other outstanding equity awards granted under any other plans listed in Section 3(a)) subject to such offer after their original grant dates.

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan.

(c) Any amendment, suspension or termination of the Plan shall not affect Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, which agreement must be in writing and signed by the Grantee and the Company.

22. Reservation of Shares.

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

23. Stockholder Approval. The Plan, as amended and restated on August 16, 2012, will be subject to approval by the stockholders of the Company within twelve (12) months after such date; provided that, in the event such approval is not obtained within twelve (12) months after such date, the Plan as in effect prior to August 16, 2012, shall continue in effect until August 11, 2015, unless terminated earlier under Section 21 of the Plan. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

24. No Effect on Terms of Employment. The Plan shall not confer upon any Grantee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause.

25. Electronic Delivery. Any reference herein to a written agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tunc Doluca, certify that:

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:	February 3, 2014	/s/ Tunc Doluca
		Tunc Doluca
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Bruce E Kiddoo, certify that:

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:	February 3, 2014	/s/ Bruce E. Kiddoo
		Bruce E. Kiddoo
		Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-Q for the period ended December 28, 2013 as filed with the Securities and Exchange Commission (the "Report"), I, Tunc Doluca, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: February 3, 2014

By:	/s/ Tunc Doluca
	Tunc Doluca President and Chief Executive Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATE OF CHIEF FINANCIAL OFFICER

In connection with the periodic report of Maxim Integrated Products, Inc. (the "Company") on Form 10-Q for the period ended December 28, 2013 as filed with the Securities and Exchange Commission (the "Report"), I, Bruce E. Kiddoo, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission.

Date: February 3, 2014

By:	/s/ Bruce E. Kiddoo
	Bruce E. Kiddoo Senior Vice President and Chief Financial Officer

This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.

XML

Stock-Based Compensation, Fair Value of Options (Details) (USD $)	3 Months Ended				6 Months Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
Stock Option [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Options granted, weighted average fair value of stock options (per share)	$ 9.15		$ 6.59		$ 7.44		$ 6.26
Stock options [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Expected holding period (in years)	5 years	[1]	5 years 1 month 6 days	[1]	5 years 3 months 18 days	[1]	5 years 4 months 24 days	[1]
Risk-free interest rate	1.50%	[1]	0.70%	[1]	1.40%	[1]	0.70%	[1]
Expected stock price volatility	34.10%	[1]	37.60%	[1]	34.90%	[1]	37.80%	[1]
Dividend yield	3.70%	[1]	3.60%	[1]	3.20%	[1]	3.30%	[1]
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted					2,529,831
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Restricted stock units granted, weighted average grant date fair value (per share)	$ 28.16		$ 26.82		$ 25.95		$ 24.67
ESP Plan [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Expected holding period (in years)	6 months		6 months		6 months		6 months
Risk-free interest rate	0.10%		0.10%		0.10%		0.10%
Expected stock price volatility	21.70%		26.10%		21.70%		26.10%
Dividend yield	3.70%		3.60%		3.70%		3.60%
Volterra [Member] | Stock Option [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Options granted, weighted average fair value of stock options (per share)					$ 10.56
Volterra [Member] | Stock options [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Expected holding period (in years)	3 years 9 months 18 days	[1]
Risk-free interest rate	1.00%	[1]
Expected stock price volatility	27.50%	[1]
Dividend yield	3.40%	[1]
Volterra [Member] | Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted					418,955
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Restricted stock units granted, weighted average grant date fair value (per share)					$ 29.53

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

XML

Restructuring Activities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Restructuring Cost and Reserve [Line Items]
Severance and restructuring expenses	$ 10,227	$ 2,236	$ 15,774	$ 2,236
Volterra Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Severance and restructuring expenses	9,900
Business Unit Reorganization [Member]
Restructuring Cost and Reserve [Line Items]
Severance and restructuring expenses	$ 5,900

XML

Common Stock Repurchases (Details) (USD $) Share data in Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Jul. 31, 2013	Dec. 28, 2013
Common Stock Repurchases [Abstract]
Stock repurchase program, authorized amount	$ 1,000,000,000
Shares of common stock repurchased		7.5
Value of common stock repurchased		213,500,000
Stock repurchase program, remaining authorized amount		$ 853,700,000

XML

Income Taxes (Details) (USD $)	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 20,208,000	$ 38,128,000	$ 42,234,000	$ 69,901,000
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	35.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Research and Development, Amount				21,400,000
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities			$ 25,000,000

XML

Balance Sheet Components (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2013	Jun. 29, 2013
Accounts Receivables:
Accounts receivable	$ 305,260	$ 299,083
Returns and allowances	(16,975)	(13,645)
Accounts receivable, net	288,285	285,438
Inventories:
Raw materials	17,180	14,055
Work-in-process	203,198	184,511
Finished goods	76,856	77,074
Inventory, net	297,234	275,640
Property, plant and equipment:
Land	62,093	62,093
Buildings and building improvements	368,393	364,037
Machinery and equipment	2,136,270	2,099,301
Property, plant and equipment, gross	2,566,756	2,525,431
Less: accumulated depreciation and amortization	(1,194,363)	(1,152,307)
Property, plant and equipment, net	$ 1,372,393	$ 1,373,124

XML

Stock-Based Compensation (Tables)

6 Months Ended

Dec. 28, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The following table shows total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 28, 2013 and December 29, 2012:

	Three Months Ended
	December 28, 2013								December 29, 2012
	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	$	438	$	2,395	$	533	$	3,366	$	477	$	2,572	$	634	$	3,683
Research and development	2,616		8,728		1,153		12,497		2,288		8,401		1,451		12,140
Selling, general and administrative	1,476		4,996		534		7,006		1,286		5,152		584		7,022
Pre-tax stock-based compensation expense	$	4,530	$	16,119	$	2,220	$	22,869	$	4,051	$	16,125	$	2,669	$	22,845
Less: income tax effect							3,749								3,938
Net stock-based compensation expense							$	19,120							$	18,907

	Six Months Ended
	December 28, 2013								December 29, 2012
	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	$	787	$	4,313	$	1,008	$	6,108	$	875	$	4,743	$	1,053	$	6,671
Research and development	4,452		15,168		2,475		22,095		4,117		17,611		2,735		24,463
Selling, general and administrative	2,740		9,523		1,143		13,406		2,841		10,271		1,096		14,208
Pre-tax stock-based compensation expense	$	7,979	$	29,004	$	4,626	$	41,609	$	7,833	$	32,625	$	4,884	$	45,342
Less: income tax effect							6,478								8,770
Net stock-based compensation expense							$	35,131							$	36,572

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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

	Stock Options (1)
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	5.0		5.1		5.3		5.4
Risk-free interest rate	1.5	%	0.7	%	1.4	%	0.7	%
Expected stock price volatility	34.1	%	37.6	%	34.9	%	37.8	%
Dividend yield	3.7	%	3.6	%	3.2	%	3.3	%

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 28, 2013 and their activity for the six months ended December 28, 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	20,081,339		$	26.00
Options Granted	2,671,444		27.11
Volterra substitute options granted	673,185		22.26
Options Exercised	(739,949	)	16.21
Options Cancelled	(2,365,894	)	32.51
Balance at December 28, 2013	20,320,125		$	25.62	3.7	$	96,469,224
Exercisable, December 28, 2013	9,202,394		$	27.62	1.9	$	51,039,289
Vested and expected to vest, December 28, 2013	18,917,227		$	25.59	3.6	$	93,908,211

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 27, 2013, 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 December 28, 2013.

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest [Table Text Block]

The following table summarizes outstanding and expected to vest RSUs as of December 28, 2013 and their activity during the six months ended December 28, 2013:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	7,965,532
Restricted stock units granted	2,529,831
Volterra substitute restricted stock units granted	418,955
Restricted stock units released	(1,411,774	)
Restricted stock units cancelled	(459,152	)
Balance at December 28, 2013	9,043,392		2.9	$	259,214,755
Outstanding and expected to vest, December 28, 2013	8,080,689		2.8	$	225,693,652

(1) Aggregate intrinsic value for RSUs represents the closing price per share of the Company’s common stock on December 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 28, 2013.

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]

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

	ESPP
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.1	%	0.1	%	0.1	%	0.1	%
Expected stock price volatility	21.7	%	26.1	%	21.7	%	26.1	%
Dividend yield	3.7	%	3.6	%	3.7	%	3.6	%

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Goodwill and Intangible Assets, Goodwill (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 28, 2013	Jun. 29, 2013
Goodwill [Roll Forward]
Goodwill		$ 422,004
Goodwill, Acquired During Period	174,894
Goodwill	$ 596,898	$ 422,004

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Stock-Based Compensation, Employee Stock Purchase Plan (Details) (ESP Plan [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
ESP Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	6 months	6 months	6 months	6 months
Risk-free interest rate	0.10%	0.10%	0.10%	0.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	21.70%	26.10%	21.70%	26.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.70%	3.60%	3.70%	3.60%
Unrecognized compensation expense	$ 7.8		$ 7.8

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Financial Instruments, Long-term Debt (Details) (USD $)	3 Months Ended		6 Months Ended							6 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012	Jun. 29, 2013	Dec. 28, 2013 Fixed Rate Note Due March 2023 at 3 Point 375 Percent [Member]	Mar. 30, 2013 Fixed Rate Note Due March 2023 at 3 Point 375 Percent [Member]	Dec. 28, 2013 Fixed Rate Note Due November 2018 at 2 Point 50 Percent [Member]	Jun. 29, 2013 Fixed Rate Note Due November 2018 at 2 Point 50 Percent [Member]	Dec. 28, 2013 Term fixed rate notes (2.0%-2.5%) due up to September 2015 [Member]	Jun. 29, 2013 Term fixed rate notes (2.0%-2.5%) due up to September 2015 [Member]	Dec. 28, 2013 Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014 [Member]	Jun. 29, 2013 Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014 [Member]
Debt Instrument [Line Items]
Long-term debt	$ 1,003,836,000		$ 1,003,836,000		$ 505,588,000		$ 500,000,000	$ 500,000,000	$ 0	$ 2,965,000	$ 4,804,000	$ 871,000	$ 784,000
Long-term debt, current portion	(2,965,000)		(2,965,000)		(2,015,000)
Long-term debt, excluding current portion	1,000,871,000		1,000,871,000		503,573,000
Stated interest rate of the notes						3.375%	3.375%	2.50%
Effective interest rate of the Notes							3.50%	2.60%
Net Proceeds From Issuance of Long Term Debt 4								494,500,000
Interest expense relating to the Notes	5,600,000	2,600,000	9,900,000	5,200,000
Estimated fair value of long-term debt	$ 958,000,000		$ 958,000,000
Minimum stated interest rate of notes										2.00%
Maximum stated interest rate of notes										2.50%
Floating rate notes, rate basis												EURIBOR
Debt Instrument, Basis Spread on Variable Rate												1.50%

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Goodwill and Intangible Assets, Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012	Jun. 29, 2013
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	$ 558,092		$ 558,092		$ 327,892
Accumulated Amortization	228,722		228,722		193,128
IPR&D	75,282		75,282		22,382
Gross Intangible Assets	633,374		633,374		350,274
Total purchased intangible assets	404,652		404,652		157,146
Cost of goods sold, amortization	19,098	8,986	27,190	18,440
Operating Expenses, Amortization	4,968	3,903	8,404	7,952
Amortization of Intangible Assets	24,066	12,889	35,594	26,392
Future amortization expense [Abstract]
Remaining six months of 2014	44,592		44,592
2015	87,698		87,698
2016	71,146		71,146
2017	59,241		59,241
2018	41,789		41,789
2019	13,838		13,838
Thereafter	11,066		11,066
Net	329,370		329,370		134,764
Intellectual property [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	426,362		426,362		230,562
Accumulated Amortization	164,174		164,174		136,870
Future amortization expense [Abstract]
Net	262,188		262,188		93,692
Intellectual property [Member] | Minimum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			3 months
Intellectual property [Member] | Maximum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			10 years
Customer relationships [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	119,830		119,830		95,230
Accumulated Amortization	61,477		61,477		54,308
Future amortization expense [Abstract]
Net	58,353		58,353		40,922
Customer relationships [Member] | Minimum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			5 years
Customer relationships [Member] | Maximum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			10 years
Tradename [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	8,500		8,500		2,100
Accumulated Amortization	2,402		2,402		1,950
Future amortization expense [Abstract]
Net	6,098		6,098		150
Tradename [Member] | Minimum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			3 years
Tradename [Member] | Maximum [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			4 years
Order or Production Backlog [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			4 months
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	900		900		0
Accumulated Amortization	542		542		0
Future amortization expense [Abstract]
Net	358		358		0
Patents [Member]
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortizable intangible assets, useful life, minimum (in years)			5 years
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	2,500		2,500		0
Accumulated Amortization	127		127		0
Future amortization expense [Abstract]
Net	2,373		2,373		0
In Process Research and Development [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
IPR&D	$ 75,282		$ 75,282		$ 22,382

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Dec. 28, 2013	Dec. 28, 2013
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Product Warranty Accrual		$ 3,075
Product Warranty Accrual, Additions from Business Acquisition	13,911
Product Warranty Accrual, Warranties Issued	18,100	18,274
Product Warranty Accrual, Payments		(8,759)
Product Warranty Accrual, Preexisting, Increase (Decrease)		(67)
Product Warranty Accrual	$ 26,434	$ 26,434

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Fair Value Measurements

6 Months Ended

Dec. 28, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements [Text Block]

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 certificates of deposit, government agency securities and foreign currency forward contracts.

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 consists of contingent consideration liability related to certain prior years’ acquisitions and certain long-lived assets written down to fair value during the period.

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

	As of December 28, 2013								As of June 29, 2013
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	696,732	$	—	$	—	$	696,732	$	402,513	$	—	$	—	$	402,513
Certificates of deposit (1)	—		—		—		—		—		77		—		77
Government agency securities (2)	—		—		—		—		—		25,060		—		25,060
Foreign currency forward contracts (3)	—		521		—		521		—		187		—		187
Total Assets	$	696,732	$	521	$	—	$	697,253	$	402,513	$	25,324	$	—	$	427,837
Liabilities
Foreign currency forward contracts (4)	$	—	$	838	$	—	$	838	$	—	$	1,419	$	—	$	1,419
Contingent Consideration (4)	—		—		5,469		5,469		—		—		8,577		8,577
Total Liabilities	$	—	$	838	$	5,469	$	6,307	$	—	$	1,419	$	8,577	$	9,996

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

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

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

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

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 28, 2013 and December 29, 2012:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 28, 2013			December 29, 2012
Contingent Consideration	(in thousands)
Beginning balance	$	8,577		$	17,737
Total gains or losses (realized and unrealized):
Included in earnings	1,493			2,334
Payments	(4,601		)	(7,476		)
Ending balance	$	5,469		$	12,595
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	1,493		$	2,334

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

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

During the six months ended December 28, 2013 and the year ended June 29, 2013, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

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

As of December 28, 2013, certain long-lived assets including manufacturing equipment and held for sale assets were written down to fair value and fair value less cost to sell, respectively, resulting in an impairment loss of $5.2 million which was included in earnings for the period. The impairment charge was measured using Level 3 inputs. Fair value was determined mainly after consideration of evidence such as broker estimates, assets' condition and offers received. Refer to Note 15: "Impairment of Long-Lived Assets" of these Notes to Condensed Consolidated Financial Statements.

As of June 29, 2013, none of the Company's assets and liabilities was measured at fair value on a non-recurring basis.

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Numerator for basic earnings per share and diluted earnings per share
Net income	$ 44,353	$ 76,622	$ 147,473	$ 204,510
Denominator for basic earnings per share	282,664,000	292,075,000	283,659,000	292,143,000
Effect of dilutive securities
Stock options, ESPP and RSUs	5,901,000	6,684,000	5,712,000	6,561,000
Denominator for diluted earnings per share	288,565,000	298,759,000	289,371,000	298,704,000
Earnings per share, Basic (per share)	$ 0.16	$ 0.26	$ 0.52	$ 0.70
Earnings per share, Diluted (per share)	$ 0.15	$ 0.26	$ 0.51	$ 0.68
Antidilutive securities excluded from computation of earnings per share	10,500,000	11,600,000	9,800,000	11,200,000

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Commitments and Contingencies (Tables)

6 Months Ended

Dec. 28, 2013

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The changes in Maxim Integrated's aggregate product warranty liabilities for the six months ended December 28, 2013 were as follows:

	(in thousands)
Product warranty liability at June 29, 2013	$	3,075
Accruals assumed from acquisition	13,911
Accruals for warranties issued	18,274
Payments	(8,759		)
Changes in estimate	(67		)
Product warranty liability at December 28, 2013	$	26,434

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Comprehensive Income (Tables)

6 Months Ended

Dec. 28, 2013

Statement of Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 28, 2013 were as follows:

(in thousands)	Unrealized gain (loss) on intercompany receivables			Unrealized gain (loss) on post-retirement benefits			Cumulative translation adjustment			Unrealized gain (loss) on cash flow hedges			Unrealized gain (loss) on available-for-sale securities			Total
June 29, 2013	$	(7,401	)	$	(5,838	)	$	(1,527	)	$	(1,004	)	$	23		$	(15,747	)
Other comprehensive income (loss) before reclassifications	—			—			—			(356		)	(36		)	(392		)
Amounts reclassified out of accumulated other comprehensive income (loss)	—			717			—			1,060			—			1,777
Tax effects	2,077			(150		)	—			(147		)	13			1,793
Other comprehensive income (loss)	2,077			567			—			557			(23		)	3,178
December 28, 2013	$	(5,324	)	$	(5,271	)	$	(1,527	)	$	(447	)	$	—		$	(12,569	)

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012	Jun. 29, 2013
Segment Reporting Information [Line Items]
Revenues	$ 620,274	$ 605,306	$ 1,205,515	$ 1,228,381
Long-lived assets	1,372,393		1,372,393		1,373,124
United States [Member]
Segment Reporting Information [Line Items]
Revenues	83,039	62,860	172,138	121,981
Long-lived assets	1,071,426		1,071,426		1,058,579
China [Member]
Segment Reporting Information [Line Items]
Revenues	271,311	266,479	505,209	541,384
Korea [Member]
Segment Reporting Information [Line Items]
Revenues	33,726	56,616	68,762	120,995
Rest of Asia [Member]
Segment Reporting Information [Line Items]
Revenues	145,221	137,246	283,567	274,673
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	73,401	66,941	146,027	137,848
Rest of World [Member]
Segment Reporting Information [Line Items]
Revenues	13,576	15,164	29,812	31,500
Long-lived assets	51,583		51,583		54,166
Philippines [Member]
Segment Reporting Information [Line Items]
Long-lived assets	179,229		179,229		183,671
Thailand [Member]
Segment Reporting Information [Line Items]
Long-lived assets	$ 70,155		$ 70,155		$ 76,708

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Acquisitions (Tables)

6 Months Ended

Dec. 28, 2013

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

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

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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The preliminary purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques, including preliminary work performed by third-party valuation specialists, and are subject to change during the purchase price allocation period (generally one year from the acquisition date) as valuations are finalized.

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

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

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

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

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Dec. 28, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Activity and goodwill balances for the six months ended December 28, 2013 were as follows:

	Goodwill
	(in thousands)
Balance at June 29, 2013	$	422,004
Volterra acquisition	174,894
Balance at December 28, 2013	$	596,898

Useful lives of definite lived intangible assets [Table Text Block]

The useful lives of amortizable intangible assets are as follows:

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

Schedule of intangible assets [Table Text Block]

Intangible assets consisted of the following:

	December 28, 2013						June 29, 2013
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	426,362	$	164,174	$	262,188	$	230,562	$	136,870	$	93,692
Customer relationships	119,830		61,477		58,353		95,230		54,308		40,922
Trade name	8,500		2,402		6,098		2,100		1,950		150
Backlog	900		542		358		—		—		—
Patent	2,500		127		2,373		—		—		—
Total amortizable purchased intangible assets	558,092		228,722		329,370		327,892		193,128		134,764
IPR&D	75,282		—		75,282		22,382		—		22,382
Total purchased intangible assets	$	633,374	$	228,722	$	404,652	$	350,274	$	193,128	$	157,146

Schedule of amortization expense allocation of intangible assets [Table Text Block]

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
Cost of goods sold	$	19,098	$	8,986	$	27,190	$	18,440
Intangible asset amortization	4,968		3,903		8,404		7,952
Total intangible asset amortization expenses	$	24,066	$	12,889	$	35,594	$	26,392

Estimated future amortization expense of intangible assets [Table Text Block]

The following table represents the estimated future amortization expense of intangible assets as of December 28, 2013:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2014	$	44,592
2015	87,698
2016	71,146
2017	59,241
2018	41,789
2019	13,838
Thereafter	11,066
Total intangible assets	$	329,370

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Balance Sheet Components

6 Months Ended

Dec. 28, 2013

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components [Text Block]

BALANCE SHEET COMPONENTS

Accounts receivable, net consists of:

	December 28, 2013			June 29, 2013
Accounts Receivable:	(in thousands)
Accounts receivable	$	305,260		$	299,083
Returns and allowances	(16,975		)	(13,645		)
	$	288,285		$	285,438

Inventories consist of:

	December 28, 2013		June 29, 2013
Inventories:	(in thousands)
Raw materials	$	17,180	$	14,055
Work-in-process	203,198		184,511
Finished goods	76,856		77,074
	$	297,234	$	275,640

Property, plant and equipment, net consists of:

	December 28, 2013			June 29, 2013
Property, plant and equipment:	(in thousands)
Land	$	62,093		$	62,093
Buildings and building improvements	368,393			364,037
Machinery and equipment	2,136,270			2,099,301
	2,566,756			2,525,431
Less: accumulated depreciation and amortization	(1,194,363		)	(1,152,307		)
	$	1,372,393		$	1,373,124

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Basis of Presentation (Details)	6 Months Ended
	Dec. 28, 2013
Basis of Presentation [Abstract]
Frequency of 53 Week Fiscal Year	fifth or sixth year
Fiscal Year Duration Range	52-to-53-week
Number of Weeks in Current Fiscal Year	P52W

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Stock-Based Compensation, Stock Option Plans (Details) (USD $)	3 Months Ended				6 Months Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 years	[1]	5 years 1 month 6 days	[1]	5 years 3 months 18 days	[1]	5 years 4 months 24 days	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning					20,081,339
Options Granted					2,671,444
Options Exercised					(739,949)
Options Cancelled					(2,365,894)
Options outstanding, ending	20,320,125				20,320,125
Options outstanding, weighted average exercise price, beginning (per share)					$ 26.00
Options granted, weighted average exercise price (per share)					$ 27.11
Options exercised, weighted average exercise price (per share)					$ 16.21
Options cancelled, weighted average exercise price (per share)					$ 32.51
Options outstanding, weighted average exercise price, ending (per share)	$ 25.62				$ 25.62
Options outstanding, weighted average remaining contractual term (in years)					3 years 8 months 12 days
Options outstanding, aggregate intrinsic value	$ 96,469,224	[2]			$ 96,469,224	[2]
Options exercisable, number of shares	9,202,394				9,202,394
Options exercisable, weighted average exercise price (per share)	$ 27.62				$ 27.62
Options exercisable, weighted average remaining contractual term (in years)					1 year 10 months 24 days
Options exercisable, aggregate intrinsic value	51,039,289	[2]			51,039,289	[2]
Options vested and expected to vest, number of shares	18,917,227				18,917,227
Options vested and expected to vest, weighted average exercise price (per share)	$ 25.59				$ 25.59
Options vested and expected to vest, weighted average remaining contractual term (in years)					3 years 7 months 6 days
Options vested and expected to vest, aggregate intrinsic value	93,908,211	[2]			93,908,211	[2]
Unrecognized compensation costs related to unvested stock options	$ 45,100,000				$ 45,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	11,100,000				11,100,000
Weighted average period of recognition for unrecognized compensation costs (in years)	3 years
Risk-free interest rate	1.50%	[1]	0.70%	[1]	1.40%	[1]	0.70%	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	34.10%	[1]	37.60%	[1]	34.90%	[1]	37.80%	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.70%	[1]	3.60%	[1]	3.20%	[1]	3.30%	[1]
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options granted, weighted average fair value of stock options (per share)	$ 9.15		$ 6.59		$ 7.44		$ 6.26
Volterra [Member] | Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years 9 months 18 days	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options Granted					673,185
Options granted, weighted average exercise price (per share)					$ 22.26
Risk-free interest rate	1.00%	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	27.50%	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.40%	[1]
Volterra [Member] | Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options granted, weighted average fair value of stock options (per share)					$ 10.56

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

[2] (1)Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 27, 2013, 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 December 28, 2013.

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Impairment of Long-Lived Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Sep. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Assets Impairment Charges [Abstract]
Impairment of Long-Lived Assets to be Disposed of	$ 5,197	$ 22,222	$ 2,700	$ 5,197	$ 24,929

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 28, 2013	Jun. 29, 2013
Current assets:
Cash and cash equivalents	$ 1,149,909	$ 1,174,986
Short-term Investments	0	25,060
Total cash, cash equivalents and short-term investments	1,149,909	1,200,046
Accounts receivable, net	288,285	285,438
Inventories	297,234	275,640
Deferred tax assets	69,154	82,173
Other current assets	85,554	96,609
Total current assets	1,890,136	1,939,906
Property, plant and equipment, net	1,372,393	1,373,124
Intangible assets, net	404,652	157,146
Goodwill	596,898	422,004
Other assets	42,803	43,730
TOTAL ASSETS	4,306,882	3,935,910
Current liabilities:
Accounts payable	99,009	105,322
Income taxes payable	21,717	22,437
Accrued salary and related expenses	140,738	187,970
Accrued expenses	91,145	60,592
Long-term Debt, Current Maturities	2,965	2,015
Deferred income on shipments to distributors	25,542	26,557
Total current liabilities	381,116	404,893
Long term debt	1,000,871	503,573
Income taxes payable	337,053	282,697
Deferred tax liabilities	202,435	206,855
Other liabilities	29,343	29,894
Total liabilities	1,950,818	1,427,912
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock and capital in excess of par value	283	288
Retained earnings	2,368,350	2,523,457
Accumulated other comprehensive loss	(12,569)	(15,747)
Total stockholders' equity	2,356,064	2,507,998
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 4,306,882	$ 3,935,910

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Comprehensive Income Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			$ (15,747)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(392)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			1,777
Other Comprehensive Income (Loss), Tax			1,793
Other Comprehensive Income (Loss), Net of Tax	1,540	(532)	3,178	(13)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(12,569)		(12,569)
Unrealized Holding Gains (Losses) on Intercompany Receivables [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(7,401)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0
Other Comprehensive Income (Loss), Tax			2,077
Other Comprehensive Income (Loss), Net of Tax			2,077
Accumulated Other Comprehensive Income (Loss), Net of Tax	(5,324)		(5,324)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(5,838)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			717
Other Comprehensive Income (Loss), Tax			(150)
Other Comprehensive Income (Loss), Net of Tax			567
Accumulated Other Comprehensive Income (Loss), Net of Tax	(5,271)		(5,271)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(1,527)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0
Other Comprehensive Income (Loss), Tax			0
Other Comprehensive Income (Loss), Net of Tax			0
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,527)		(1,527)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			(1,004)
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(356)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			1,060
Other Comprehensive Income (Loss), Tax			(147)
Other Comprehensive Income (Loss), Net of Tax			557
Accumulated Other Comprehensive Income (Loss), Net of Tax	(447)		(447)
Unrealized Holding Gains (losses) on Available-for-sale Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax			23
Other Comprehensive Income (Loss), before Reclassifications, before Tax			(36)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax			0
Other Comprehensive Income (Loss), Tax			13
Other Comprehensive Income (Loss), Net of Tax			(23)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 0		$ 0

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Basis of Presentation

6 Months Ended

Dec. 28, 2013

Basis of Presentation [Abstract]

Basis of Presentation [Text Block]

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 presentation 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 six months ended December 28, 2013 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 29, 2013. The Condensed Consolidated Financial Statements included in this Quarterly Report include the financial results of Volterra Semiconductor Corporation (“Volterra”) prospectively from the date of acquisition. Refer to Note 13: "Acquisition" of these Notes to Condensed Consolidated Financial Statements for further discussion in relation to Volterra.

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 2014 and 2013 are 52-week fiscal years.

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Financial Instruments, Short-term Investments (Details) (USD $)	6 Months Ended	12 Months Ended
	Dec. 28, 2013	Jun. 29, 2013
Available-for-sale Securities [Abstract]
Amortized Cost	$ 0	$ 25,024,000
Gross Unrealized Gains	0	36,000
Gross Unrealized Loss	0	0
Estimated Fair Value	0	25,060,000
Short-Term Investment [Member]
Schedule of Available-for-sale Securities [Line Items]
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities	0	0
Government agency securities [Member]
Available-for-sale Securities [Abstract]
Amortized Cost	0	25,024,000
Gross Unrealized Gains	0	36,000
Gross Unrealized Loss	0	0
Estimated Fair Value	$ 0	$ 25,060,000

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Balance Sheet Components (Tables)

6 Months Ended

Dec. 28, 2013

Balance Sheet Related Disclosures [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable, net consists of:

	December 28, 2013			June 29, 2013
Accounts Receivable:	(in thousands)
Accounts receivable	$	305,260		$	299,083
Returns and allowances	(16,975		)	(13,645		)
	$	288,285		$	285,438

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	December 28, 2013		June 29, 2013
Inventories:	(in thousands)
Raw materials	$	17,180	$	14,055
Work-in-process	203,198		184,511
Finished goods	76,856		77,074
	$	297,234	$	275,640

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consists of:

	December 28, 2013			June 29, 2013
Property, plant and equipment:	(in thousands)
Land	$	62,093		$	62,093
Buildings and building improvements	368,393			364,037
Machinery and equipment	2,136,270			2,099,301
	2,566,756			2,525,431
Less: accumulated depreciation and amortization	(1,194,363		)	(1,152,307		)
	$	1,372,393		$	1,373,124

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Financial Instruments, Balance Sheet Location (Details) (USD $) In Millions, unless otherwise specified	Dec. 28, 2013	Jun. 29, 2013
Derivatives designated as hedging instruments [Member] | Cash Flow Hedging [Member] | Forward contracts held to purchase U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	$ 49.0	$ 53.8
Derivatives designated as hedging instruments [Member] | Cash Flow Hedging [Member] | Forward contracts held to sell U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	3.4	3.2
Derivatives not designated as hedging instruments [Member] | Forward contracts held to purchase U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	16.0	15.0
Derivatives not designated as hedging instruments [Member] | Forward contracts held to sell U.S. dollars [Member]
Derivatives, Fair Value [Line Items]
Notional amount of derivatives	$ 35.5	$ 36.5

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Financial Instruments (Tables)

6 Months Ended

Dec. 28, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Available-for-sale investments [Table Text Block]

Fair values were as follows:

	December 28, 2013								June 29, 2013
	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
Government agency securities	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060
Total available-for-sale investments	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060

Schedule of long-term debt [Table Text Block]

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

	December 28, 2013			June 29, 2013
	(in thousands)
3.375% fixed rate notes due March 2023	$	500,000		$	500,000
2.5% fixed rate notes due November 2018	500,000			—
Notes denominated in Euro
Term fixed rate notes (2.0%-2.5%) due up to September 2015	2,965			4,804
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014	871			784
Total	1,003,836			505,588
Less: Current portion	(2,965		)	(2,015		)
Total long-term debt	$	1,000,871		$	503,573

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Recently Issued Accounting Pronouncements

6 Months Ended

Dec. 28, 2013

Recently Issued Accounting Pronouncements [Abstract]

Recently Issued Accounting Pronouncements [Text Block]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In the first quarter of fiscal year 2014, the Company adopted Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220)- Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income that requires reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. The adoption of this amended standard resulted in the presentation of the reclassification adjustments on the face of the Condensed Consolidated Statements of Comprehensive Statements and did not change the current requirements for reporting net income or other comprehensive income in the Condensed Consolidated Financial Statements.

(ii) Recent Accounting Updates Not Yet Effective

In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, Income Taxes (Topic 740)-Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires certain unrecognized tax benefits to be presented as reductions to deferred tax assets instead of liabilities on the Condensed Consolidated Balance Sheets. The Company will be required to adopt ASU 2013-11 on a prospective basis in the first quarter of fiscal year 2015; however, early adoption is permitted, as is a retrospective application. The Company is currently evaluating the impact of this new standard on its Condensed Consolidated Balance Sheets.

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Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Income Statement [Abstract]
Net revenues	$ 620,274	$ 605,306	$ 1,205,515	$ 1,228,381
Cost of goods sold	291,602	241,931	529,647	479,315
Gross margin	328,672	363,375	675,868	749,066
Operating expenses:
Research and development	142,971	135,742	272,873	268,672
Selling, general and administrative	83,471	80,058	160,901	160,245
Operating Expenses, Amortization	4,968	3,903	8,404	7,952
Impairment of Long-Lived Assets to be Disposed of	5,197	22,222	5,197	24,929
Severance and restructuring expenses	10,227	2,236	15,774	2,236
Business Combination, Acquisition Related Costs	4,137	0	7,071	0
Other operating (income) expenses, net	7,307	1,666	6,645	2,081
Total operating expenses	258,278	245,827	476,865	466,115
Operating income	70,394	117,548	199,003	282,951
Interest and other expense, net	(5,833)	(2,798)	(9,296)	(8,540)
Income before provision for income taxes	64,561	114,750	189,707	274,411
Provision for income taxes	20,208	38,128	42,234	69,901
Net income	$ 44,353	$ 76,622	$ 147,473	$ 204,510
Earnings per share:
Basic (per share)	$ 0.16	$ 0.26	$ 0.52	$ 0.70
Diluted (per share)	$ 0.15	$ 0.26	$ 0.51	$ 0.68
Shares used in the calculation of earnings per share:
Basic (in shares)	282,664	292,075	283,659	292,143
Diluted (in shares)	288,565	298,759	289,371	298,704
Dividends paid per share	$ 0.26	$ 0.24	$ 0.52	$ 0.48

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Common Stock Repurchases

6 Months Ended

Dec. 28, 2013

Common Stock Repurchases [Abstract]

Common Stock Repurchases [Text Block]

COMMON STOCK REPURCHASES

In July 2013, the Board of Directors authorized the Company to repurchase up to $1 billion of the Company’s common stock from time to time at the discretion of the Company’s management. This stock repurchase authorization has no expiration date. All prior authorizations by the Company’s Board of Directors for the repurchase of common stock were superseded by this authorization.

During the six months ended December 28, 2013, the Company repurchased approximately 7.5 million shares of its common stock based on settlement date for $213.5 million. As of December 28, 2013, the Company had remaining authorization of $853.7 million for future share repurchases. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including the price of the Company’s common stock and general market and business conditions.

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Document and Entity Information Document	6 Months Ended
	Dec. 28, 2013	Jan. 27, 2014
DEI [Abstract]
Entity Registrant Name	MAXIM INTEGRATED PRODUCTS INC
Entity Central Index Key	0000743316
Trading Symbol	MXIM
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 28, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--06-28
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		282,066,140

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Acquisitions (Notes)

6 Months Ended

Dec. 28, 2013

Business Acquisition [Line Items]

Business Combination Disclosure [Text Block]

ACQUISITION

Fiscal year 2014

VOLTERRA

On October 1, 2013, the Company completed its acquisition of Volterra, formerly a publicly traded company that develops power management solutions. The primary reason for this acquisition was to expand the Company's available market across a wide range of end markets, including enterprise server, cloud computing, communications and energy. The results of operations of Volterra are included in the Company’s Condensed Consolidated Statements of Income, beginning in the second quarter of fiscal year 2014. Volterra net revenues booked in the Company's second quarter of fiscal year 2014 was $35.0 million. Acquisition-related costs for the six months ended December 28, 2013 were $7.1 million. The Company is in the process of integrating the Volterra acquisition with the existing Communications and Automotive Solutions Group.

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

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

Volterra Substitute Awards

In connection with the acquisition, the Company issued substitute awards to certain Volterra employees. Refer to Note 6: "Stock-Based Compensation" of these Notes to Condensed Consolidated Financial Statements for further discussion on stock compensation in relation to Volterra.

The preliminary purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques, including preliminary work performed by third-party valuation specialists, and are subject to change during the purchase price allocation period (generally one year from the acquisition date) as valuations are finalized.

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

The fair value of property, plant, and equipment and intangible assets is preliminary pending the completion of the valuation of those assets. In addition, the Company has evaluated and continues to evaluate certain pre-acquisition contingencies, including corporate income tax related payables, uncertain tax positions and certain legal contingencies, relating to Volterra that existed as of the acquisition date. Additional information, which existed as of the acquisition date but was at that time unknown to the Company, may become known to the Company during the remainder of the purchase price allocation period.

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

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

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

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

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

Refer to Note 16: "Restructuring Activities" of these Notes to Condensed Consolidated Financial Statements for a discussion on Volterra Restructuring Plan.

Fiscal year 2013

None.

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Condensed Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Statements of Income and Comprehensive Income [Abstract]
Net income	$ 44,353	$ 76,622	$ 147,473	$ 204,510
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	(15)	(67)	(23)	(102)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	(667)	(202)	557	383
Unrealized gains (losses) on post-retirement benefits, net of tax benefit (expense)	283	203	567	1,254
Tax effect of the unrealized exchange gain (loss) on long-term intercompany receivables	1,939	(466)	2,077	(1,548)
Other Comprehensive Income (Loss), Net of Tax	1,540	(532)	3,178	(13)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 45,893	$ 76,090	$ 150,651	$ 204,497

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Earnings Per Share

6 Months Ended

Dec. 28, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

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. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options, assumed release of unvested RSUs and assumed issuance of common stock under the employee stock purchase plans using the treasury stock method.

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	44,353	$	76,622	$	147,473	$	204,510
Denominator for basic earnings per share	282,664		292,075		283,659		292,143
Effect of dilutive securities:
Stock options, ESPP and RSUs	5,901		6,684		5,712		6,561
Denominator for diluted earnings per share	288,565		298,759		289,371		298,704
Earnings per share
Basic	$	0.16	$	0.26	$	0.52	$	0.70
Diluted	$	0.15	$	0.26	$	0.51	$	0.68

Approximately 10.5 million and 11.6 million stock options were excluded from the calculation of diluted earnings per share for the three months ended December 28, 2013 and December 29, 2012, respectively. Approximately 9.8 million and 11.2 million stock options were excluded from the calculation of diluted earnings per share for the six months ended December 28, 2013 and December 29, 2012, respectively. These options were excluded because they were determined to be antidilutive. However, such options could be dilutive in the future and, under those circumstances, would be included in the calculation of diluted earnings per share.

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Stock-Based Compensation

6 Months Ended

Dec. 28, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation [Text Block]

STOCK-BASED COMPENSATION

The following table shows total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and six months ended December 28, 2013 and December 29, 2012:

	Three Months Ended
	December 28, 2013								December 29, 2012
	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	$	438	$	2,395	$	533	$	3,366	$	477	$	2,572	$	634	$	3,683
Research and development	2,616		8,728		1,153		12,497		2,288		8,401		1,451		12,140
Selling, general and administrative	1,476		4,996		534		7,006		1,286		5,152		584		7,022
Pre-tax stock-based compensation expense	$	4,530	$	16,119	$	2,220	$	22,869	$	4,051	$	16,125	$	2,669	$	22,845
Less: income tax effect							3,749								3,938
Net stock-based compensation expense							$	19,120							$	18,907

	Six Months Ended
	December 28, 2013								December 29, 2012
	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	$	787	$	4,313	$	1,008	$	6,108	$	875	$	4,743	$	1,053	$	6,671
Research and development	4,452		15,168		2,475		22,095		4,117		17,611		2,735		24,463
Selling, general and administrative	2,740		9,523		1,143		13,406		2,841		10,271		1,096		14,208
Pre-tax stock-based compensation expense	$	7,979	$	29,004	$	4,626	$	41,609	$	7,833	$	32,625	$	4,884	$	45,342
Less: income tax effect							6,478								8,770
Net stock-based compensation expense							$	35,131							$	36,572

Volterra Substitute Awards

In connection with the Volterra acquisition, the Company issued substitute awards to certain Volterra employees. Substitute awards included options to purchase approximately 673,185 shares of Maxim Integrated's common stock at a weighted-average grant date fair value of approximately $10.56 and a weighted-average exercise price of approximately $22.26 per share and also issued approximately 418,955 restricted stock units with a weighted-average grant date fair value of $29.53. The terms of these awards were substantially the same as granted by Volterra. The intrinsic value of these awards was substantially the same immediately prior to and after the substitution as of October 1, 2013.

Stock Options

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

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

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

	Stock Options (1)
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	5.0		5.1		5.3		5.4
Risk-free interest rate	1.5	%	0.7	%	1.4	%	0.7	%
Expected stock price volatility	34.1	%	37.6	%	34.9	%	37.8	%
Dividend yield	3.7	%	3.6	%	3.2	%	3.3	%

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

The weighted-average fair value of stock options granted was $9.15 and $6.59 per share for the three months ended December 28, 2013 and December 29, 2012, respectively. The weighted-average fair value of stock options granted was $7.44 and $6.26 per share for the six months ended December 28, 2013 and December 29, 2012, respectively.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of December 28, 2013 and their activity for the six months ended December 28, 2013:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	20,081,339		$	26.00
Options Granted	2,671,444		27.11
Volterra substitute options granted	673,185		22.26
Options Exercised	(739,949	)	16.21
Options Cancelled	(2,365,894	)	32.51
Balance at December 28, 2013	20,320,125		$	25.62	3.7	$	96,469,224
Exercisable, December 28, 2013	9,202,394		$	27.62	1.9	$	51,039,289
Vested and expected to vest, December 28, 2013	18,917,227		$	25.59	3.6	$	93,908,211

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on December 27, 2013, 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 December 28, 2013.

As of December 28, 2013, there was $45.1 million of total unrecognized stock compensation cost related to 11.1 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Restricted Stock Units

The fair value of Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated 1996 Stock Incentive Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of 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 granted was $28.16 and $26.82 per share for the three months ended December 28, 2013 and December 29, 2012, respectively. The weighted-average fair value of RSUs granted was $25.95 and $24.67 per share for the six months ended December 28, 2013 and December 29, 2012, respectively.

The following table summarizes outstanding and expected to vest RSUs as of December 28, 2013 and their activity during the six months ended December 28, 2013:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 29, 2013	7,965,532
Restricted stock units granted	2,529,831
Volterra substitute restricted stock units granted	418,955
Restricted stock units released	(1,411,774	)
Restricted stock units cancelled	(459,152	)
Balance at December 28, 2013	9,043,392		2.9	$	259,214,755
Outstanding and expected to vest, December 28, 2013	8,080,689		2.8	$	225,693,652

(1) Aggregate intrinsic value for RSUs represents the closing price per share of the Company’s common stock on December 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 28, 2013.

The Company withheld shares totaling $7.1 million and $14.2 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three and six months ended December 28, 2013, respectively. The total payments for the employees’ tax obligations to the taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of December 28, 2013, there was $154.6 million of unrecognized compensation expense related to 8.6 million unvested RSUs, which is expected to be recognized over a weighted average period of approximately 2.9 years.

Employee Stock Purchase Plan

The fair value of rights to acquire common stock under the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”) is estimated on the date of grant using the Black-Scholes option valuation model.

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

	ESPP
	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
Expected holding period (in years)	0.5		0.5		0.5		0.5
Risk-free interest rate	0.1	%	0.1	%	0.1	%	0.1	%
Expected stock price volatility	21.7	%	26.1	%	21.7	%	26.1	%
Dividend yield	3.7	%	3.6	%	3.7	%	3.6	%

As of December 28, 2013, there was $7.8 million of unrecognized compensation expense related to the ESPP.

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Fair Value Measurements (Tables)

6 Months Ended

Dec. 28, 2013

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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

	As of December 28, 2013								As of June 29, 2013
	Fair Value  Measurements Using						Total Balance		Fair Value  Measurements Using						Total Balance
	Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
	(in thousands)
Assets
Money market funds (1)	$	696,732	$	—	$	—	$	696,732	$	402,513	$	—	$	—	$	402,513
Certificates of deposit (1)	—		—		—		—		—		77		—		77
Government agency securities (2)	—		—		—		—		—		25,060		—		25,060
Foreign currency forward contracts (3)	—		521		—		521		—		187		—		187
Total Assets	$	696,732	$	521	$	—	$	697,253	$	402,513	$	25,324	$	—	$	427,837
Liabilities
Foreign currency forward contracts (4)	$	—	$	838	$	—	$	838	$	—	$	1,419	$	—	$	1,419
Contingent Consideration (4)	—		—		5,469		5,469		—		—		8,577		8,577
Total Liabilities	$	—	$	838	$	5,469	$	6,307	$	—	$	1,419	$	8,577	$	9,996

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The tables below present reconciliations for liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 28, 2013 and December 29, 2012:

Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3)
	December 28, 2013			December 29, 2012
Contingent Consideration	(in thousands)
Beginning balance	$	8,577		$	17,737
Total gains or losses (realized and unrealized):
Included in earnings	1,493			2,334
Payments	(4,601		)	(7,476		)
Ending balance	$	5,469		$	12,595
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end	$	1,493		$	2,334

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Goodwill and Intangible Assets

6 Months Ended

Dec. 28, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets [Text Block]

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. The Company performed the annual goodwill impairment analysis during the first quarter of fiscal year 2014 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value.

Activity and goodwill balances for the six months ended December 28, 2013 were as follows:

	Goodwill
	(in thousands)
Balance at June 29, 2013	$	422,004
Volterra acquisition	174,894
Balance at December 28, 2013	$	596,898

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

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

Intangible assets consisted of the following:

	December 28, 2013						June 29, 2013
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	426,362	$	164,174	$	262,188	$	230,562	$	136,870	$	93,692
Customer relationships	119,830		61,477		58,353		95,230		54,308		40,922
Trade name	8,500		2,402		6,098		2,100		1,950		150
Backlog	900		542		358		—		—		—
Patent	2,500		127		2,373		—		—		—
Total amortizable purchased intangible assets	558,092		228,722		329,370		327,892		193,128		134,764
IPR&D	75,282		—		75,282		22,382		—		22,382
Total purchased intangible assets	$	633,374	$	228,722	$	404,652	$	350,274	$	193,128	$	157,146

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
Cost of goods sold	$	19,098	$	8,986	$	27,190	$	18,440
Intangible asset amortization	4,968		3,903		8,404		7,952
Total intangible asset amortization expenses	$	24,066	$	12,889	$	35,594	$	26,392

The following table represents the estimated future amortization expense of intangible assets as of December 28, 2013:

Fiscal Year	Amount
	(in thousands)
Remaining six months of 2014	$	44,592
2015	87,698
2016	71,146
2017	59,241
2018	41,789
2019	13,838
Thereafter	11,066
Total intangible assets	$	329,370

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Income Taxes

6 Months Ended

Dec. 28, 2013

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

INCOME TAXES

In the three and six months ended December 28, 2013, the Company recorded an income tax provision of $20.2 million and $42.2 million, respectively, compared to an income tax provision of $38.1 million and $69.9 million in the three and six months ended December 29, 2012, respectively.

The Company's federal statutory tax rate is 35%. The Company's effective tax rates for the three and six months ended December 28, 2013 and December 29, 2012 were lower than the statutory tax rate primarily because earnings of foreign subsidiaries were taxed at lower rates. The Company's income tax provision for the three and six months ended December 29, 2012 included a $21.4 million discrete tax charge for research and development expenses of a foreign subsidiary for which no tax benefit is available.

The Company estimates that it is reasonably possible that its liability for unrecognized tax benefits, including accrued interest and penalties, could decrease within the next 12 months by $25 million due to expected settlements with foreign tax authorities.

In fiscal year 2012 the U.S. Internal Revenue Service commenced an audit of the Company's federal corporate income tax returns for fiscal years 2009 through 2011, which is still ongoing.

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Segment Information

6 Months Ended

Dec. 28, 2013

Segment Reporting [Abstract]

Segment Information [Text Block]

SEGMENT INFORMATION

The Company operates and tracks its results in one reportable segment. The Company designs, develops, manufactures and markets a broad range of linear and mixed signal integrated circuits. The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by ASC No. 280, Segment Reporting (“ASC 280”).

The Company has three operating segments that aggregate into one reportable segment. Under ASC 280, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 280, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

• the nature of products and services;

• the nature of the production processes;

• the type or class of customer for their products and services; and

• the methods used to distribute their products or provide their services.

The Company meets each of the aggregation criteria for the following reasons:

• the sale of analog and mixed signal integrated circuits is the primary source of revenue for each of the Company’s three operating segments;

• the integrated circuits sold by each of the Company’s operating segments are manufactured using similar semiconductor manufacturing processes;

• the integrated circuits marketed by each of the Company’s operating segments are sold to the same types of customers; and

• all of the Company’s integrated circuits are sold through a centralized sales force and common wholesale distributors.

All of the Company’s operating segments share similar long-term financial performance as they have similar economic characteristics, including gross margins. The causes for variation among the Company’s operating segments are the same and include factors such as (i) life cycle and price and cost fluctuations, (ii) number of competitors, (iii) product differentiation and (iv) size of market opportunity. Additionally, each operating segment is subject to the overall cyclical nature of the semiconductor industry. The number and composition of employees and the amounts and types of tools and materials required are similar for each operating segment. Finally, even though the Company periodically reorganizes the Company’s operating segments based upon changes in customers, end-markets or products, acquisitions, long-term growth strategies, and the experience and bandwidth of the senior executives in charge, the common financial goals for each operating segment remain constant.

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 reporting period.

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
United States	$	83,039	$	62,860	$	172,138	$	121,981
China	271,311		266,479		505,209		541,384
Korea	33,726		56,616		68,762		120,995
Rest of Asia	145,221		137,246		283,567		274,673
Europe	73,401		66,941		146,027		137,848
Rest of World	13,576		15,164		29,812		31,500
	$	620,274	$	605,306	$	1,205,515	$	1,228,381

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

	December 28, 2013		June 29, 2013
	(in thousands)
United States	$	1,071,426	$	1,058,579
Philippines	179,229		183,671
Thailand	70,155		76,708
Rest of World	51,583		54,166
	$	1,372,393	$	1,373,124

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Comprehensive Income

6 Months Ended

Dec. 28, 2013

Statement of Comprehensive Income [Abstract]

Comprehensive Income [Text Block]

COMPREHENSIVE INCOME

The changes in accumulated other comprehensive loss by component and related tax effects in the six months ended December 28, 2013 were as follows:

(in thousands)	Unrealized gain (loss) on intercompany receivables			Unrealized gain (loss) on post-retirement benefits			Cumulative translation adjustment			Unrealized gain (loss) on cash flow hedges			Unrealized gain (loss) on available-for-sale securities			Total
June 29, 2013	$	(7,401	)	$	(5,838	)	$	(1,527	)	$	(1,004	)	$	23		$	(15,747	)
Other comprehensive income (loss) before reclassifications	—			—			—			(356		)	(36		)	(392		)
Amounts reclassified out of accumulated other comprehensive income (loss)	—			717			—			1,060			—			1,777
Tax effects	2,077			(150		)	—			(147		)	13			1,793
Other comprehensive income (loss)	2,077			567			—			557			(23		)	3,178
December 28, 2013	$	(5,324	)	$	(5,271	)	$	(1,527	)	$	(447	)	$	—		$	(12,569	)

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Commitments and Contingencies

6 Months Ended

Dec. 28, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

Indemnification

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

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

Product Warranty

The Company generally warrants its products for one year from the date of shipment against defects in materials, workmanship and material non-conformance to the Company’s specifications. The general warranty policy provides for the repair or replacement of defective products or a credit to the customer’s account. In limited circumstances, the term of product warranty may extend beyond one year and may include financial responsibility beyond repairing or replacing the product or crediting the customer’s account. In addition, we may also consider the Company’s relationship with its customer when assessing product claims. Warranty expense has historically been immaterial to the Company's consolidated financial statements. However, included within the results of operations for the three months ended December 28, 2013 is a charge of $18.1 million primarily related to a product claim with a major customer. This charge includes product replacement and the cost to remove and install replacement product. Additionally, the Company assumed from its recent acquisition of Volterra Corporation $13.9 million of warranty claims. 

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

The changes in Maxim Integrated's aggregate product warranty liabilities for the six months ended December 28, 2013 were as follows:

	(in thousands)
Product warranty liability at June 29, 2013	$	3,075
Accruals assumed from acquisition	13,911
Accruals for warranties issued	18,274
Payments	(8,759		)
Changes in estimate	(67		)
Product warranty liability at December 28, 2013	$	26,434

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended				3 Months Ended												3 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Sep. 29, 2012	Dec. 28, 2013	Dec. 29, 2012	Jun. 29, 2013	Jun. 30, 2012	Dec. 28, 2013 Fair Value, Measurements, Recurring [Member]	Dec. 29, 2012 Fair Value, Measurements, Recurring [Member]	Jun. 29, 2013 Fair Value, Measurements, Recurring [Member]	Jun. 30, 2012 Fair Value, Measurements, Recurring [Member]	Dec. 28, 2013 Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]	Jun. 29, 2013 Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]	Dec. 28, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]	Jun. 29, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]	Dec. 28, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]	Jun. 29, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]	Dec. 28, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]	Jun. 29, 2013 Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]	Jun. 29, 2013 Fair Value, Measurements, Nonrecurring [Member]	Dec. 28, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Jun. 29, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Dec. 28, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Jun. 29, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Dec. 28, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Jun. 29, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Dec. 28, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Jun. 29, 2013 Money market funds [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Dec. 28, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Jun. 29, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Dec. 28, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Jun. 29, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Dec. 28, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Jun. 29, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Dec. 28, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Jun. 29, 2013 Certificates of deposit [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Dec. 28, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Jun. 29, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Dec. 28, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Jun. 29, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Dec. 28, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Jun. 29, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Dec. 28, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Jun. 29, 2013 Government agency securities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Dec. 28, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Jun. 29, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Dec. 28, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Jun. 29, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Dec. 28, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Jun. 29, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Dec. 28, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Jun. 29, 2013 Foreign currency forward contracts [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Dec. 28, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Jun. 29, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Estimate of Fair Value, Fair Value Disclosure [Member]		Dec. 28, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Jun. 29, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 1 [Member]		Dec. 28, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Jun. 29, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 2 [Member]		Dec. 28, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]		Jun. 29, 2013 Accrued Liabilities [Member] Fair Value, Measurements, Recurring [Member] Fair Value Measurements Using Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 1,149,909	$ 955,107		$ 1,149,909	$ 955,107	$ 1,174,986	$ 881,060														$ 696,732	[1]	$ 402,513	[1]	$ 696,732	[1]	$ 402,513	[1]	$ 0	[1]	$ 0	[1]	$ 0	[1]	$ 0	[1]	$ 0	[1]	$ 77	[1]	$ 0	[1]	$ 0	[1]	$ 0	[1]	$ 77	[1]	$ 0	[1]	$ 0	[1]
Government agency securities	0			0		25,060																																															0	[2]	25,060	[2]	0	[2]	0	[2]	0	[2]	25,060	[2]	0	[2]	0	[2]
Foreign currency forward contracts																																																																					521	[3]	187	[3]	0	[3]	0	[3]	521	[3]	187	[3]	0	[3]	0	[3]
Total Assets												697,253	427,837	696,732	402,513	521	25,324	0	0
Foreign currency forward contracts																																																																					838	[4]	1,419	[4]	0	[4]	0	[4]	838	[4]	1,419	[4]	0	[4]	0	[4]
Contingent Consideration																																																																																					5,469	[4]	8,577	[4]	0	[4]	0	[4]	0	[4]	0	[4]	5,469	[4]	8,577	[4]
Total Liabilities												6,307	9,996	0	0	838	1,419	5,469	8,577
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value										8,577	17,737
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales								1,493	2,334
Business acquisition,cash paid for contingent consideration								(4,601)	(7,476)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value								5,469	12,595	8,577	17,737
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) Included in Other Income								1,493	2,334
Impairment of Long-Lived Assets to be Disposed of	5,197	22,222	2,700	5,197	24,929
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis																				$ 0

[1] Included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

[2] Included in Short-term investments in the accompanying Condensed Consolidated Balance Sheets.

[3] Included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

[4] Included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

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Goodwill and Intangible Assets Useful Lives of Amortizable Intangible Assets (Details)	6 Months Ended
	Dec. 28, 2013
Intellectual property [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	3 months
Intellectual property [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	10 years
Customer relationships [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	5 years
Customer relationships [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	10 years
Tradename [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	3 years
Tradename [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	4 years
Order or Production Backlog [Member]
Amortizable intangible assets, useful life, minimum (in years)	4 months
Patents [Member]
Amortizable intangible assets, useful life, minimum (in years)	5 years

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Restructuring Activities (Notes)

6 Months Ended

Dec. 28, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING ACTIVITIES

Volterra Restructuring Plan

In connection with the acquisitions of Volterra, the Company's management approved and initiated plans to restructure the operations of Volterra, including acceleration of certain stock-based compensation awards, costs to vacate duplicative facilities, severance for transitional and exiting employees, contract cancellation costs and other items. The total combined cost of the plan was $9.9 million in Severance and restructuring expenses in the Company's Condensed Consolidated Statements of Income. As of December 28, 2013, the Company recorded all of the costs of the plan based upon the anticipated timing of planned terminations and facility closure costs. Expected severance and retention costs for transitional employees are being accrued over the transitional period. Amounts accrued and future estimated costs to be incurred as of December 28, 2013 are immaterial.

Business Unit Reorganization

During the six months ended December 28, 2013, the Company recorded $5.9 million in Severance and restructuring expenses in the Company's Condensed Consolidated Statements of Income associated with the reorganization of certain business units. Multiple job classifications and locations were impacted as this was a company-wide action. The reorganization was driven by the desire to focus on specific investment areas and simplify business processes.

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Earnings Per Share (Tables)

6 Months Ended

Dec. 28, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands, except per share data)
Numerator for basic earnings per share and diluted earnings per share
Net income	$	44,353	$	76,622	$	147,473	$	204,510
Denominator for basic earnings per share	282,664		292,075		283,659		292,143
Effect of dilutive securities:
Stock options, ESPP and RSUs	5,901		6,684		5,712		6,561
Denominator for diluted earnings per share	288,565		298,759		289,371		298,704
Earnings per share
Basic	$	0.16	$	0.26	$	0.52	$	0.70
Diluted	$	0.15	$	0.26	$	0.51	$	0.68

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Acquisitions (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012	Jun. 29, 2013 acquisitions
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%		100.00%
Business Acquisition, Share Price	$ 23		$ 23
Business Combination, Acquisition Related Costs	$ 4,137,000	$ 0	$ 7,071,000	$ 0
Number of Businesses Acquired					0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill	596,898,000		596,898,000		422,004,000
Volterra [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition	Oct. 01, 2013
Payments to Acquire Businesses, Gross			593,250,000
Business Acquisition, Cash Paid for Employee's Vested Options			21,756,000
Business Combination, Consideration Transferred			615,006,000
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual			35,000,000
Business Combination, Acquisition Related Costs			7,071,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Cash and Equivalents	163,500,000		163,500,000
Business Combination, Receivables	23,453,000		23,453,000
Business Combination, Inventory	33,339,000		33,339,000
Business Combination, Other Noncurrent Assets	17,151,000		17,151,000
Business Combination, Accrued Liabilities	(35,343,000)		(35,343,000)
Business Combination, Income Tax Payable	(23,241,000)		(23,241,000)
Business Combination, Current Liabilities, Other	(20,149,000)		(20,149,000)
Business Combination, Assets Acquired and Liabilities Assumed, Net	158,710,000		158,710,000
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	226,900,000		226,900,000
Business Combination, Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets	56,200,000		56,200,000
Goodwill	174,894,000		174,894,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			(1,698,000)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	615,006,000		615,006,000
Volterra [Member] | Intellectual property [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			4 years 10 months 24 days
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	192,500,000		192,500,000
Volterra [Member] | Customer relationships [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			9 years 7 months 6 days
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	24,600,000		24,600,000
Volterra [Member] | Tradename [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			4 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	6,400,000		6,400,000
Volterra [Member] | Order or Production Backlog [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			4 months 24 days
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	900,000		900,000
Volterra [Member] | Patents [Member]
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			4 years 9 months 18 days
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Business Combination, Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 2,500,000		$ 2,500,000

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Stock-Based Compensation, Restricted Stock Units (Details) (Restricted stock units [Member], USD $)	3 Months Ended		6 Months Ended
	Dec. 28, 2013		Dec. 28, 2013
Outstanding and expected to vest RSUs [Roll Forward]
Restricted stock units outstanding, beginning			7,965,532
Restricted stock units granted			2,529,831
Restricted stock units released			(1,411,774)
Restricted stock units cancelled			(459,152)
Restricted stock units outstanding, ending	9,043,392		9,043,392
Restricted stock units outstanding, weighted average remaining contractual term (in years)			2 years 10 months 24 days
Restricted stock units outstanding, aggregate intrinsic value	$ 259,214,755	[1]	$ 259,214,755	[1]
Restricted stock units expected to vest, number of shares	8,080,689		8,080,689
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Expected to Vest, Weighted Average Remaining Contractual Term 1			2 years 9 months 18 days
Restricted stock units expected to vest, aggregate intrinsic value	225,693,652	[1]	225,693,652	[1]
Value of restricted stock unit shares withheld for withholding tax	7,100,000		14,200,000
Unrecognized compensation costs related to unvested RSUs	$ 154,600,000		$ 154,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	8,600,000		8,600,000
Weighted average period of recognition for unrecognized compensation costs (in years)	2 years 10 months 24 days
Volterra [Member]
Outstanding and expected to vest RSUs [Roll Forward]
Restricted stock units granted			418,955

[1] (1)Aggregate intrinsic value for RSUs represents the closing price per share of the Company’s common stock on December 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of December 28, 2013.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012
Cash flows from operating activities:
Net income	$ 147,473	$ 204,510
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	41,609	45,342
Depreciation and amortization	115,537	105,554
Deferred taxes	13,824	9,793
Loss on sale of property, plant and equipment	301	(139)
Tax benefit (shortfall) related to stock-based compensation plans	(4,214)	6,522
Impairment of Long-Lived Assets to be Disposed of	5,197	24,929
Excess tax benefit related to stock-based compensation	(4,156)	(11,834)
Changes in assets and liabilities:
Accounts receivable	20,606	52,916
Inventories	11,729	(15,445)
Other current assets and income tax refund receivable	11,784	(3,748)
Accounts payable	(12,414)	(36,002)
Income taxes payable	30,395	47,938
Deferred income on shipments to distributors	(1,015)	(918)
All other accrued liabilities	(46,331)	(37,576)
Net cash provided by operating activities	330,325	391,842
Cash flows from investing activities:
Purchase of property, plant and equipment	(82,462)	(112,805)
Proceeds from sale of property, plant, and equipment	3,048	4,459
Payments to Acquire Businesses, Net of Cash Acquired	(453,506)	0
Proceeds from Sale and Maturity of Available-for-sale Securities	27,000	0
Net cash used in investing activities	(505,920)	(108,346)
Cash flows from financing activities:
Excess tax benefit related to stock-based compensation	4,156	11,834
Contingent consideration paid	(4,601)	(7,476)
Repayment of notes payable	(1,839)	(298)
Proceeds from Issuance of Long-term Debt	497,895	0
Debt Issuance Cost	(3,431)	0
Net issuance of restricted stock units	(14,072)	(13,645)
Proceeds from stock options exercised	13,869	39,214
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options	19,096	16,768
Repurchase of common stock	(213,487)	(115,584)
Dividends paid	(147,068)	(140,262)
Net cash used in financing activities	150,518	(209,449)
Net decrease in cash and cash equivalents	(25,077)	74,047
Cash and cash equivalents:
Beginning of period	1,174,986	881,060
End of period	1,149,909	955,107
Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the period for income taxes	(17,269)	7,397
Cash paid for interest	8,316	5,282
Noncash investing and financing activities:
Accounts payable related to property, plant, and equipment purchases	$ 13,058	$ 25,490

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Financial Instruments

6 Months Ended

Dec. 28, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments [Text Block]

FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	December 28, 2013								June 29, 2013
	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
Government agency securities	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060
Total available-for-sale investments	$	—	$	—	$	—	$	—	$	25,024	$	36	$	—	$	25,060

In the six months ended December 28, 2013 and the year ended June 29, 2013, the Company did not recognize any impairment charges on short-term investments.

The government agency securities matured on December 18, 2013.

Derivative instruments and hedging activities

The Company generates less than 5% of its revenues in various global markets based on orders obtained in non-U.S. currencies, primarily the Japanese Yen, the Euro and the British Pound. The Company incurs expenditures denominated in non-U.S. currencies, principally the Philippine Peso and Thai Baht associated with the Company’s manufacturing activities in the Philippines and Thailand, respectively, and expenditures for sales offices and research and development activities undertaken outside of the U.S.

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

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to ASC 815 Derivatives and Hedging. As of December 28, 2013 and June 29, 2013, respectively, the notional amounts of the forward contracts we held to purchase U.S. Dollars in exchange for other international currencies were $49.0 million and $53.8 million, respectively, and the notional amounts of forward contracts we held to sell U.S. Dollars in exchange for other international currencies were $3.4 million and $3.2 million, respectively.

Derivatives not designated as hedging instruments

As of December 28, 2013 and June 29, 2013, respectively, the notional amounts of the forward contracts we held to purchase U.S. Dollars in exchange for other international currencies were $16.0 million and $15.0 million, respectively, and the notional amounts of forward contracts we held to sell U.S. Dollars in exchange for other international currencies were $35.5 million and $36.5 million, respectively. The fair values of our outstanding foreign currency forward contracts and amounts included in the statement of income were not material for six months ended December 28, 2013 and year ended June 29, 2013.

Long-term debt

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

	December 28, 2013			June 29, 2013
	(in thousands)
3.375% fixed rate notes due March 2023	$	500,000		$	500,000
2.5% fixed rate notes due November 2018	500,000			—
Notes denominated in Euro
Term fixed rate notes (2.0%-2.5%) due up to September 2015	2,965			4,804
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014	871			784
Total	1,003,836			505,588
Less: Current portion	(2,965		)	(2,015		)
Total long-term debt	$	1,000,871		$	503,573

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, and are included in the financing activities in the Condensed Consolidated Statements of Cash Flows.

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due in March 2023 (“2023 Notes”), with an effective interest rate of 3.5%. Interest on the 2023 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.

The 2018 Notes and the 2023 Notes are governed by a base indenture, dated June 10, 2010, and supplemental indentures, dated March 18, 2013 with respect to the 2023 Notes and November 21, 2013 with respect to the 2018 Notes, between the Company and Wells Fargo Bank, National Association, as trustee.

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 over the life of the notes. Interest expense associated with the notes was $5.6 million and $2.6 million during the three months ended December 28, 2013 and December 29, 2012, respectively. Interest expense associated with the notes was $9.9 million and $5.2 million during the six months ended December 28, 2013 and December 29, 2012, respectively. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income.

The estimated fair value of the Company’s debt was approximately $958 million as of December 28, 2013. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

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.

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Segment Information (Tables)

6 Months Ended

Dec. 28, 2013

Segment Reporting [Abstract]

Schedule of Revenue from External Customers by Geographical Areas [Table Text Block]

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

	Three Months Ended				Six Months Ended
	December 28, 2013		December 29, 2012		December 28, 2013		December 29, 2012
	(in thousands)
United States	$	83,039	$	62,860	$	172,138	$	121,981
China	271,311		266,479		505,209		541,384
Korea	33,726		56,616		68,762		120,995
Rest of Asia	145,221		137,246		283,567		274,673
Europe	73,401		66,941		146,027		137,848
Rest of World	13,576		15,164		29,812		31,500
	$	620,274	$	605,306	$	1,205,515	$	1,228,381

Schedule of Long Lived Assets by Geographical Areas [Table Text Block]

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

	December 28, 2013		June 29, 2013
	(in thousands)
United States	$	1,071,426	$	1,058,579
Philippines	179,229		183,671
Thailand	70,155		76,708
Rest of World	51,583		54,166
	$	1,372,393	$	1,373,124

XML

Stock-Based Compensation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 28, 2013	Dec. 29, 2012	Dec. 28, 2013	Dec. 29, 2012
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 22,869	$ 22,845	$ 41,609	$ 45,342
Less: Income tax effect	3,749	3,938	6,478	8,770
Net stock-based compensation expense	19,120	18,907	35,131	36,572
Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	3,366	3,683	6,108	6,671
Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	12,497	12,140	22,095	24,463
General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	7,006	7,022	13,406	14,208
Stock options [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	4,530	4,051	7,979	7,833
Stock options [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	438	477	787	875
Stock options [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,616	2,288	4,452	4,117
Stock options [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,476	1,286	2,740	2,841
Restricted stock units [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	16,119	16,125	29,004	32,625
Restricted stock units [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,395	2,572	4,313	4,743
Restricted stock units [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	8,728	8,401	15,168	17,611
Restricted stock units [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	4,996	5,152	9,523	10,271
ESP Plan [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,220	2,669	4,626	4,884
ESP Plan [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	533	634	1,008	1,053
ESP Plan [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,153	1,451	2,475	2,735
ESP Plan [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 534	$ 584	$ 1,143	$ 1,096

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Impairment of Long-Lived Assets (Notes)

6 Months Ended

Dec. 28, 2013

Impairment of Long Lived Assets Disclosure [Abstract]

Impairment of Long Lived Assets Disclosure [Text Block]

IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2014:

During the second quarter of fiscal year 2014, the Company recorded $5.2 million in Impairment of long-lived assets in the Company's Condensed Consolidated Statements of Income.

The impairment includes certain U.S. test operation assets identified as excess as a result of reducing the level and extent of the U.S. test organization. These assets included primarily test manufacturing equipment which was recorded in Property, plant, and equipment, net in the Condensed Consolidated Balance Sheet as of December 28, 2013. These testers were fully impaired. The company also impaired fab tools and a building classified as held for sale. The fab tools were fully impaired while the building was impaired down to fair value less cost to sell. The fair value of the building was determined mainly after consideration of evidence such as broker estimates, building condition, and offers received.

Fiscal year 2013:

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

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