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 September 24, 2016

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 October 14, 2016 there were 283,278,391 shares of Common Stock, par value $.001 per share, of the registrant outstanding.

MAXIM INTEGRATED PRODUCTS, INC.

INDEX

PART I - FINANCIAL INFORMATION	Page
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of September 24, 2016 and June 25, 2016	3
Condensed Consolidated Statements of Income for the Three Months Ended September 24, 2016 and September 26, 2015	4
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 24, 2016 and September 26, 2015	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 24, 2016 and September 26, 2015	6
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II - OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 24, 2016			June 25, 2016
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,092,073		$	2,105,229
Short-term investments	175,441			125,439
Total cash, cash equivalents and short-term investments	2,267,514			2,230,668
Accounts receivable, net of allowances of $28,945 in Q1'17 and $32,108 in       Q4'16	253,518			256,531
Inventories	223,484			227,929
Other current assets	89,398			91,920
Total current assets	2,833,914			2,807,048
Property, plant and equipment, net	678,447			692,551
Intangible assets, net	131,496			146,540
Goodwill	491,015			490,648
Other assets	54,890			84,100
Assets held for sale	2,854			13,729
TOTAL ASSETS	$	4,192,616		$	4,234,616
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	83,589		$	82,535
Income taxes payable	3,138			21,153
Accrued salary and related expenses	111,126			166,698
Accrued expenses	48,572			50,521
Deferred revenue on shipments to distributors	35,754			38,779
Current portion of debt	249,788			249,717
Total current liabilities	531,967			609,403
Long-term debt	990,685			990,090
Income taxes payable	497,360			480,645
Other liabilities	37,368			46,664
Total liabilities	2,057,380			2,126,802
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock and capital in excess of par value	284			284
Retained earnings	2,141,326			2,121,749
Accumulated other comprehensive loss	(6,374		)	(14,219		)
Total stockholders’ equity	2,135,236			2,107,814
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	4,192,616		$	4,234,616

See accompanying Notes to Condensed Consolidated Financial Statements.

3

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands, except per share data)
Net revenues	$	561,396		$	562,510
Cost of goods sold	215,664			276,159
Gross margin	345,732			286,351
Operating expenses:
Research and development	112,746			121,392
Selling, general and administrative	70,852			71,995
Intangible asset amortization	2,443			3,591
Impairment of long-lived assets	6,134			157,697
Severance and restructuring expenses	9,965			7,126
Other operating expenses (income), net	(28,481		)	315
Total operating expenses	173,659			362,116
Operating income (loss)	172,073			(75,765		)
Interest and other income (expense), net	(6,870		)	(6,402		)
Income (loss) before provision for income taxes	165,203			(82,167		)
Income tax provision (benefit)	27,589			(10,024		)
Net income (loss)	$	137,614		$	(72,143	)
Earnings (loss) per share:
Basic	$	0.49		$	(0.25	)
Diluted	$	0.48		$	(0.25	)
Shares used in the calculation of earnings (loss) per share:
Basic	283,633			284,588
Diluted	288,574			284,588
Dividends declared and paid per share	$	0.33		$	0.30

See accompanying Notes to Condensed Consolidated Financial Statements.

4

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
Net income (loss)	$	137,614	$	(72,143	)
Other comprehensive income (loss), net of tax:
Change in net unrealized gains and losses on available-for-sale securities, net of tax benefit (expense) of $(1,633) and $0, respectively	2,612		76
Change in net unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $(122) and $192, respectively	386		(614		)
Change in net unrealized gains and losses on post-retirement benefits, net of tax benefit (expense) of $(2,805) and $(80), respectively	4,847		172
Other comprehensive income (loss), net	7,845		(366		)
Total comprehensive income (loss)	$	145,459	$	(72,509	)

See accompanying Notes to Condensed Consolidated Financial Statements.

5

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	137,614		$	(72,143	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	17,120			16,963
Depreciation and amortization	43,485			102,053
Deferred taxes	14,895			(53,111		)
Loss (gain) from sale of property, plant and equipment	652			(1,346		)
Loss (gain) on sale of business	(26,620		)	—
Tax benefit related to stock-based compensation	—			1,193
Impairment of long-lived assets	6,134			157,697
Excess tax benefit from stock-based compensation	—			(2,249		)
Changes in assets and liabilities:
Accounts receivable	3,013			(3,627		)
Inventories	2,517			(2,167		)
Other current assets	(12,099		)	4,796
Accounts payable	(858		)	(9,776		)
Income taxes payable	110			34,127
Deferred revenue on shipments to distributors	(3,025		)	4,764
Accrued salary and related expenses	(55,572		)	(60,718		)
All other accrued liabilities	(3,964		)	883
Net cash provided by (used in) operating activities	123,402			117,339
Cash flows from investing activities:
Purchase of property, plant and equipment	(14,310		)	(15,821		)
Proceeds from sale of property, plant and equipment	205			606
Proceeds from sale of available-for-sale securities	24,540			—
Proceeds from maturity of available-for-sale securities	25,000			—
Proceeds from sale of business	42,199			—
Purchases of available-for-sale securities	(75,224		)	(25,055		)
Purchases of privately-held companies' securities	(2,337		)	(1,000		)
Net cash provided by (used in) investing activities	73			(41,270		)
Cash flows from financing activities:
Excess tax benefit from stock-based compensation	—			2,249
Net issuance of restricted stock units	(5,206		)	(4,822		)
Proceeds from stock options exercised	19,911			8,970
Repurchase of common stock	(57,709		)	(39,697		)
Dividends paid	(93,627		)	(85,387		)
Net cash provided by (used in) financing activities	(136,631		)	(118,687		)
Net increase (decrease) in cash and cash equivalents	(13,156		)	(42,618		)
Cash and cash equivalents:
Beginning of period	2,105,229			1,550,965
End of period	$	2,092,073		$	1,508,347

See accompanying Notes to Condensed Consolidated Financial Statements.

6

MAXIM INTEGRATED PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
Supplemental disclosures of cash flow information:
Cash paid net during the period for income taxes	$	33,760	$	7,021
Cash paid for interest	$	8,438	$	8,438
Noncash financing and investing activities:
Accounts payable related to property, plant and equipment purchases	$	4,722	$	7,127
Remaining balance of common stock valued at $25.9 million received as consideration in sale of inventory, property, plant and equipment for the Company's wafer manufacturing facility in San Antonio, Texas	$	25,922	—

See accompanying Notes to Condensed Consolidated Financial Statements.

7

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 three months ended September 24, 2016 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 2016.

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 year 2016 was a 52-week fiscal year and fiscal year 2017 will also be a 52-week fiscal year.

NOTE 2: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company early adopted ASU 2016-09 at the beginning of the first quarter of fiscal year 2017. As a result of the adoption, in the first quarter of fiscal year 2017 the Company recorded a $1.4 million cumulative-effect adjustment to retained earnings for the recognition of excess tax benefits generated by the settlement of share-based awards in prior periods and a discrete income tax benefit of $3.3 million to the income tax provision for excess tax benefits generated by the settlement, in the first quarter of fiscal year 2017, of share-based awards. The adoption also resulted in an increase in cash flow from operating activities and a decrease in cash flow from financing activities of $3.3 million in the first quarter of fiscal year 2017. The adoption was on a prospective basis and therefore had no impact on prior periods.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted. The Company is currently evaluating the potential impact of this standard on its financial position and results of operations, as well as its selected transition method.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU No. 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for the Company in the first quarter of fiscal year 2018, with early adoption permitted. The Company does not believe the implementation of this standard will result in a material impact to its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The application of this ASU will be by means of a cumulative-effect adjustment to the balance sheet. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) will be applied prospectively to equity investments that exist as of the date of adoption. The Company is evaluating the effects of the adoption of this ASU to its financial statements.

8

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the lease accounting requirements in Topic 840. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The guidance also requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. This guidance is effective beginning in the first quarter of fiscal year 2020 on a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements.

NOTE 3: BALANCE SHEET COMPONENTS

Inventories consist of:

	September 24, 2016		June 25, 2016
Inventories:	(in thousands)
Raw materials	$	7,164	$	6,505
Work-in-process	143,872		148,762
Finished goods	72,448		72,662
	$	223,484	$	227,929

Property, plant and equipment, net consists of:

	September 24, 2016			June 25, 2016
Property, plant and equipment, net:	(in thousands)
Land	$	18,952		$	18,952
Buildings and building improvements	245,836			240,507
Machinery and equipment	1,370,245			1,370,322
	1,635,033			1,629,781
Less: accumulated depreciation	(956,586		)	(937,230		)
	$	678,447		$	692,551

Accrued salary and related expenses consist of:

	September 24, 2016		June 25, 2016
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	30,040	$	30,753
Accrued bonus	29,303		90,638
Accrued severance and post-employment benefits	14,397		14,230
Accrued salaries	12,085		14,320
Other	25,301		16,757
	$	111,126	$	166,698

9

NOTE 4: FAIR VALUE MEASUREMENTS

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

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

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

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

The Company’s Level 2 assets and liabilities consist of U.S. treasury bills, certificates of deposit and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, the Company has classified these investments as Level 2 in the fair value hierarchy. Also within Level 2 assets and liabilities are shares of common stock received as consideration for the sale of the Company's wafer manufacturing facility in San Antonio, Texas, which have been valued based on quoted prices in the active market for identical assets, adjusted for estimated timing of sale.

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 did not hold any Level 3 assets or liabilities as of September 24, 2016 and June 25, 2016.

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

	As of September 24, 2016								As of June 25, 2016
	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)	$	1,626,233	$	—	$	—	$	1,626,233	$	1,658,321	$	—	$	—	$	1,658,321
U.S. treasury bills (2)	—		175,441		—		175,441		—		125,439		—		125,439
Foreign currency forward contracts (3)	—		450		—		450		—		695		—		695
Investment in common stock (3)	—		25,922		—		25,922		—		40,000		—		40,000
Certificates of deposit (1)	—		70		—		70		—		70		—		70
Total Assets	$	1,626,233	$	201,883	$	—	$	1,828,116	$	1,658,321	$	166,204	$	—	$	1,824,525
Liabilities
Foreign currency forward contracts (4)	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327
Total Liabilities	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327

(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.

During the three months ended September 24, 2016 and June 25, 2016, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

10

There were no assets or liabilities measured at fair value on a non-recurring basis as of September 24, 2016 and June 25, 2016 other than impairments of Long-Lived assets. For details, please refer to Note 14: “Impairment of long-lived assets”.

NOTE 5: FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	September 24, 2016								June 25, 2016
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
	(in thousands)
Available-for-sale investments
U.S. Treasury bills	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439
Total available-for-sale investments	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439

In the three months ended September 24, 2016 and the year ended June 25, 2016, the Company did not recognize any impairment charges on short-term investments. The U.S. Treasury bills have maturity dates between December 15, 2017 and December 15, 2018.

Securities received as consideration for sale of assets

During the third quarter of fiscal 2016, the Company received approximately $40.0 million in common shares of Tower Semiconductor Ltd. as consideration for the sale of the Company's semiconductor wafer manufacturing facility in San Antonio, Texas. During the three months ended September 24, 2016, the Company sold some of these common shares for gross proceeds of approximately $24.5 million. The remaining common shares were valued at approximately $25.9 million as of September 24, 2016, with the increase in value of $5.4 million treated as an unrealized gain. The Company is required to return to Tower Semiconductor the first $6.0 million in gain realized upon the sale of such shares.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and European Union Euro and South Korean Won expenditures for sales offices and research and development activities undertaken outside of the U.S.

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

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) No. 815-Derivatives and Hedging (“ASC 815”). As of September 24, 2016 and June 25, 2016, the notional amounts of the forward contracts the Company held to purchase international currencies were $55.4 million and $68.0 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $2.3 million and $2.6 million, respectively.

Derivatives not designated as hedging instruments

As of September 24, 2016 and June 25, 2016, the notional amounts of the forward contracts the Company held to purchase international currencies were $25.8 million and $25.4 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $17.0 million and $24.6 million, respectively. The fair values of our outstanding foreign currency forward contracts and gain (loss) included in the Condensed Consolidated Statement of Income were not material for the three months ended September 24, 2016 and the year ended June 25, 2016.

11

Long-term debt

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

	September 24, 2016			June 25, 2016
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000		$	500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Short-term credit agreement	250,000			250,000
Total	1,250,000			1,250,000
Less: Current portion	(249,788		)	(249,717		)
Less: Reduction for unamortized discount and debt issuance costs	(9,527		)	(10,193		)
Total long-term debt	$	990,685		$	990,090

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.

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

The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, include covenants that limit the Company's ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit the Company's ability to secure additional debt funding in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2023 Notes or the 2018 Notes, the Company would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes was $9.1 million and $7.3 million during the three months ended September 24, 2016 and September 26, 2015, respectively.

The estimated fair value of the Company’s long-term debt was approximately $1,028 million as of September 24, 2016. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

The Company recorded interest expense of $9.8 million and $8.2 million during the three months ended September 24, 2016, and September 26, 2015, respectively.

Credit Facility

Revolving credit facility

The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019. The facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of September 24, 2016, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

12

Short-term credit agreement

On June 23, 2016, a wholly-owned foreign subsidiary of the Company entered into a short-term credit agreement (the “Credit Agreement”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Lender”), in order to facilitate the return of capital to the Company. The Credit Agreement provides for, among other things, the Lender making an unsecured term loan in an amount equal to $250.0 million with a maturity date of June 22, 2017. The net proceeds of this credit agreement were approximately $249.7 million, after deducting paid issuance costs. The interest rate on the note is based on LIBOR plus a margin. The initial interest rate is 1.69% per annum and will be adjusted quarterly. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of September 24, 2016, the Company was in compliance with all covenants. Fair value approximates the carrying value, given the short-term nature of the loan.

Other Financial Instruments

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

NOTE 6: STOCK-BASED COMPENSATION

At September 24, 2016, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), and market stock units (“MSUs”) to employees, directors, and consultants.

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

RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period.

MSUs granted to employees typically vest ratably over a two to four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap depending on the Company's performance. The performance metrics of this program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index XSD (the “SPDR S&P”).

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The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three months ended September 24, 2016 and September 26, 2015, respectively:

	Three Months Ended
	September 24, 2016								September 26, 2015
	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	$	180	$	1,583	$	484	$	2,247	$	335	$	1,988	$	559	$	2,882
Research and development	222		6,696		1,218		8,136		870		5,874		1,297		8,041
Selling, general and administrative	642		5,476		619		6,737		818		4,626		596		6,040
Pre-tax stock-based compensation expense	$	1,044	$	13,755	$	2,321	$	17,120	$	2,023	$	12,488	$	2,452	$	16,963
Less: income tax effect							3,067								2,762
Net stock-based compensation expense							$	14,053							$	14,201

The expenses included in the Condensed Consolidated Statements of Income related to RSUs include expenses related to MSUs of $0.6 million and $0.5 million for the three months ended September 24, 2016 and September 26, 2015, respectively.

Stock Options

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

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

There were no stock options granted in the three months ended September 24, 2016 and three months ended September 26, 2015.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of September 24, 2016 and their activity for the three months ended September 24, 2016:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	5,935,079		$	25.11
Options Granted	—		—
Options Exercised	(866,330	)	22.97
Options Cancelled	(200,203	)	27.28
Balance at September 24, 2016	4,868,546		$	25.39	2.9	$	66,785,971
Exercisable, September 24, 2016	2,807,904		$	23.32	2.2	$	44,005,199
Vested and expected to vest, September 24, 2016	4,803,830		$	25.32	2.9	$	65,649,805

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 24, 2016.

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As of September 24, 2016, there was $4.9 million of total unrecognized stock compensation cost related to 2.1 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 1.1 years.

Restricted Stock Units and Other Awards

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

The weighted-average fair value of RSUs and other awards granted was $35.97 and $28.28 per share for the three months ended September 24, 2016 and September 26, 2015, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	6,620,813
Restricted stock units and other awards granted	1,663,313
Restricted stock units and other awards released	(406,051	)
Restricted stock units and other awards cancelled	(387,698	)
Balance at September 24, 2016	7,490,377		3.0	$	292,456,777
Outstanding and expected to vest, September 24, 2016	6,139,955		2.9	$	239,396,837

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 24, 2016.

The Company withheld shares totaling $5.2 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three months ended September 24, 2016. 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 September 24, 2016, there was $169.0 million of unrecognized compensation expense related to 7.5 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Market Stock Units

The Company granted MSUs to senior members of management in September 2015 and September 2016. The grant of MSUs was in lieu of granting stock options. MSUs are valued based on the relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index XSD (the “SPDR S&P”). The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD index. Vesting for MSUs is contingent upon both service and market conditions, and has a four-year vesting cliff period.

The weighted-average fair value of MSUs granted was $37.29 and $29.64 per share for the three months ended September 24, 2016 and September 26, 2015, respectively.

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The following table summarizes the number of MSUs outstanding and expected to vest as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	673,532
Market stock units granted	308,432
Market stock units released	—
Market stock units cancelled	(66,696	)
Balance at September 24, 2016	915,268		3.3	$	35,686,299
Outstanding and expected to vest, September 24, 2016	738,080		3.3	$	28,777,728

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 24, 2016.

As of September 24, 2016, there was $21.3 million of unrecognized compensation expense related to 0.9 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.3 years.

Employee Stock Purchase Plan

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

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

	ESPP
	Three Months Ended
	September 24, 2016	September 26, 2015
Expected holding period (in years)	0.5	0.5
Risk-free interest rate	0.5%	0.1%
Expected stock price volatility	27.2% - 28.2%	21.8% - 23.8%
Dividend yield	3.5% - 3.6%	3.3% - 3.5%

As of September 24, 2016 and September 26, 2015, there was $3.1 million and $3.1 million, respectively, of unrecognized compensation expense related to the 2008 ESPP.

NOTE 7: EARNINGS (LOSS) PER SHARE

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

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	137,614	$	(72,143	)
Denominator for basic earnings (loss) per share	283,633		284,588
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,941		—
Denominator for diluted earnings (loss) per share	288,574		284,588
Earnings (loss) per share
Basic	$	0.49	$	(0.25	)
Diluted	$	0.48	$	(0.25	)

The Company had a net loss for the three months ended September 26, 2015, accordingly all incremental shares totaling 5.7 million shares were determined to be anti-dilutive.

For the three months ended September 24, 2016, no securities were determined to be anti-dilutiveand therefore none were excluded from the calculation of diluted earnings per share.

NOTE 8: SEGMENT INFORMATION

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

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

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

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
United States	$	70,151	$	62,060
China	213,510		224,237
Rest of Asia	174,368		169,934
Europe	89,638		91,903
Rest of World	13,729		14,376
	$	561,396	$	562,510

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

	September 24, 2016		June 25, 2016
	(in thousands)
United States	$	417,460	$	423,653
Philippines	139,897		141,569
Rest of World	121,090		127,329
	$	678,447	$	692,551

NOTE 9: COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive loss by component and related tax effects in the three months ended September 24, 2016 and September 26, 2015 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 25, 2016	$	(6,280	)	$	(6,800	)	$	(1,136	)	$	(492	)	$	489		$	(14,219	)
Other comprehensive income (loss) before reclassifications	—			—			—			448			4,245			4,693
Amounts reclassified out of accumulated other comprehensive loss (income)	—			7,652			—			60			—			7,712
Tax effects	—			(2,805		)	—			(122		)	(1,633		)	(4,560		)
Other comprehensive income (loss)	—			4,847			—			386			2,612			7,845
September 24, 2016	$	(6,280	)	$	(1,953	)	$	(1,136	)	$	(106	)	$	3,101		$	(6,374	)

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities		Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133	$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(382		)	76		(306		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			252			—			(424		)	—		(172		)
Tax effects	—			(80		)	—			192			—		112
Other comprehensive income (loss)	—			172			—			(614		)	76		(366		)
September 26, 2015	$	(6,280	)	$	(9,832	)	$	(1,136	)	$	(561	)	$	209	$	(17,600	)

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NOTE 10: INCOME TAXES

In the three months ended September 24, 2016 and September 26, 2015, the Company recorded an income tax provision (benefit) of $27.6 million and $(10.0) million, respectively. The Company’s effective tax rate for the three months ended September 24, 2016 and September 26, 2015 was 16.7% and 12.2%, respectively.

The Company’s federal statutory tax rate is 35%. The Company’s effective tax rate for the three months ended September 24, 2016 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, that were taxed at lower rates and a $3.3 million discrete benefit for excess tax benefits generated by the settlement of share-based awards, partially offset by share-based compensation for which no tax benefit is expected.

The Company's effective tax rate for the three months ended September 26, 2015 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, that were taxed at lower tax rates, partially offset by share-based compensation for which no tax benefit is expected.

The Company’s federal corporate income tax returns are audited on a recurring basis by the Internal Revenue Service (“IRS”). The IRS has concluded its field examination of the Company’s federal corporate income tax returns for fiscal years 2009 through 2011 (“Audit Years”) and issued a IRS Revenue Agent’s Report (“RAR”) in July 2016 that includes proposed adjustments for transfer pricing issues related to cost sharing and buy-in license payments for the use of intangible property by one of the Company’s international subsidiaries. The Company disagrees with the proposed transfer pricing adjustments and related penalties and in September 2016 filed a protest to challenge the proposed adjustments and request a conference with the Appeals Office of the IRS. The Company believes that its reserves for unrecognized tax benefits are sufficient to cover any potential assessments that may result from the final resolution of these transfer pricing issues.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

Indemnification

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

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

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Product Warranty

The changes in the Company’s aggregate product warranty liabilities for the three months ended September 24, 2016 and September 26, 2015 were as follows:

	Three Months Ended
	September 24, 2016			September 26, 2015
Product warranty liability	(in thousands)
Beginning balance	8,606			$	13,436
Accruals for warranties	1,018			913
Payments	(130		)	—
Changes in estimate	111			(20		)
Ending balance	$	9,605		$	14,329
Less: Current portion	9,605			10,029
Non-current portion	$	—		$	4,300

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 three months ended September 24, 2016, the Company repurchased approximately 1.5 million shares of its common stock for $57.7 million. As of September 24, 2016, the Company had remaining authorization of $272.0 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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NOTE 13: 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.

Fiscal Year 2017

No indicators or instances of impairment were identified in the three months ended September 24, 2016.

Fiscal Year 2016

The Company performed the annual goodwill impairment analysis during the fourth quarter of fiscal year 2016 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. No indicators or instances of impairment were identified during fiscal year 2016.

During the fiscal year ended June 25, 2016, $20.4 million of goodwill from the Micros and Security reporting unit was included in the sale of the energy metering business to Silergy Corp.

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	3-10 years
Trade name	1-4 years
Patents	5 years

Intangible assets consisted of the following:

	September 24, 2016						June 25, 2016
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	451,885	$	343,922	$	107,963	$	420,285	$	331,321	$	88,964
Customer relationships	115,634		94,657		20,977		115,634		92,744		22,890
Trade name	8,500		6,886		1,614		8,500		6,486		2,014
Patents	2,500		1,558		942		2,500		1,428		1,072
Total amortizable purchased intangible assets	578,519		447,023		131,496		546,919		431,979		114,940
IPR&D	—		—		—		31,600		—		31,600
Total purchased intangible assets	$	578,519	$	447,023	$	131,496	$	578,519	$	431,979	$	146,540

During the three months ended September 24, 2016, $31.6 million of IPR&D was completed and reclassified to amortizable Intellectual Property.

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
Cost of goods sold	$	12,602	$	16,638
Intangible asset amortization	2,443		3,591
Total intangible asset amortization expenses	$	15,045	$	20,229

The following table represents the estimated future amortization expense of intangible assets as of September 24, 2016:

Fiscal Year	Amount
	(in thousands)
Remaining nine months of 2017	$	40,629
2018	48,146
2019	19,861
2020	9,942
2021	8,154
2022	2,563
Thereafter	2,201
Total intangible assets	$	131,496

NOTE 14: IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2017:

During the three months ended September 24, 2016, the Company recorded $6.1 million in impairment of long-lived assets in the Company's Condensed Consolidated Statements of Income primarily associated with certain investments in privately held companies. The Company reached its conclusion regarding the asset impairment after the determination was made that due to factors during the three months ended September 24, 2016, the financial condition of the privately held companies indicated an other than temporary impairment.

During the second quarter of fiscal year 2016, the Company classified the micro-electromechanical systems (MEMS) business line, including associated tangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of the product lines' associated assets approximated or was less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of quoted market prices of similar equipment and offers received. During the first quarter of fiscal year 2017, the Company completed the sale of this business line for approximately $42.2 million, resulting in a gain of $26.6 million, included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

Fiscal year 2016:

During the fiscal year ended June 25, 2016, the Company recorded $160.6 million in impairment of long-lived assets in the Company's Consolidated Statements of Income.

During the first quarter of fiscal year 2016, the Company recorded a $157.7 million impairment of long-lived assets associated with the Company's wafer manufacturing facility in San Antonio, Texas which was classified as held for sale and written down to fair value, less cost to sell. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets' fair values. The fair value of the land, buildings and equipment was determined after consideration of expected discounted future cash flows attributable to the assets and outside appraisals. The Company signed an agreement with TowerJazz Texas, Inc. (formerly known as TJ Texas, Inc.), an indirect wholly-owned subsidiary of Tower Semiconductor Ltd. ("TowerJazz"), for the sale of the semiconductor wafer fabrication facility in San Antonio, Texas on November 18, 2015. During the third quarter of

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fiscal year 2016, the Company completed the sale of this facility for approximately $30.0 million in common shares of TowerJazz, resulting in a loss of $1.6 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income. In addition, approximately $10.0 million in common shares of TowerJazz was received for the sale of the inventory on hand associated with this facility.

In addition, the San Jose wafer fabrication facility was classified as held for sale during the first quarter of fiscal year 2016, but no impairment charge was recorded as the carrying value of the associated assets approximated the fair value, less cost to sell. The fair value of the land, buildings and equipment was determined after consideration of outside appraisals, quoted market prices of similar equipment and offers received. The Company completed the sale of this facility in the second quarter of fiscal year 2016 for approximately $39.0 million resulting in a gain of $3.8 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

During the second quarter of fiscal year 2016, the Company classified the energy metering business, including associated tangible, intangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of the product lines' associated assets approximated or was less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of offers received. During the third quarter of fiscal year 2016, the Company completed the sale of this product line for approximately $105.0 million, resulting in a gain of $58.9 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

NOTE 15: RESTRUCTURING ACTIVITIES

Fiscal year 2017:

During the three months ended September 24, 2016, the Company recorded $10.0 million in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure of the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

As the Company plans to close its Dallas, Texas campus, including its WLP manufacturing facility in fiscal year 2017, the Company recorded accelerated depreciation charges of $1.6 million during the three months ended September 24, 2016.

As of September 24, 2016, the Company expects to incur future restructuring costs of $2.7 million related to these restructuring plans.

Fiscal year 2016:

San Jose Fab Shutdown

In October 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that it was not economically feasible to maintain this facility, which was used primarily for fab process development and low volume manufacturing, as the Company intended to utilize other resources to complete such activities in the future. This plan included cash charges related to employee severance and non-cash charges related to accelerated depreciation. This plan has been completed, and the shutdown took place in the second quarter of fiscal year 2016.

During the fiscal year ending June 25, 2016, the Company recorded accelerated depreciation charges of $41.6 million, in “Cost of goods sold” and $0.4 million in “Severance and restructuring expenses” in the Consolidated Statements of Income. The sale of the San Jose wafer fabrication facility took place during the second quarter of fiscal year 2016. The cumulative costs recorded in fiscal year 2015 and 2016 to complete this restructuring plan were $100.3 million and no future restructuring costs associated with this plan is expected.

Other Plans

During the fiscal year ending June 25, 2016, the Company recorded $24.0 million in “Severance and restructuring expenses” in the Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure of the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

As the Company plans to close its Dallas, Texas campus, including its WLP manufacturing facility in fiscal year 2017, the Company recorded accelerated depreciation charges of $13.0 million during the fiscal year ending June 25, 2016.

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Restructuring Accruals

The Company has accruals for severance and restructuring payments within Accrued salary and related expenses in the accompanying Condensed Consolidated Balance Sheets. The following table summarizes changes in the accruals associated with these restructuring activities during the three months ended September 24, 2016:

	Balance, June 25, 2016		Three Months Ended September 24, 2016								Balance, September 24, 2016
			Charges		Cash Payments			Change in Estimates
	(in thousands)
Severance - All plans (1)	$	7,578	$	10,105	$	(10,100	)	$	(140	)	$	7,443

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

Change in estimate:

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings (loss) per share as presented in the table below.

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands, except per share data)
Operating income (loss), as reported	$	172,073		$	(75,765	)
Operating income (loss), excluding accelerated depreciation expense	173,634			(32,134		)
Effect of change in estimate	$	(1,561	)	$	(43,631	)
Net income (loss), as reported	$	137,614		$	(72,143	)
Net income (loss), excluding accelerated depreciation expense	139,081			(35,415		)
Effect of change in estimate	$	(1,467	)	$	(36,728	)
Basic earnings (loss) per share, as reported	$	0.49		$	(0.25	)
Diluted earnings (loss) per share, as reported	$	0.48		$	(0.25	)
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.49		$	(0.12	)
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.48		$	(0.12	)
Effect of change in estimate - basic earnings (loss) per share	$	—		$	(0.13	)
Effect of change in estimate - diluted earnings (loss) per share	$	—		$	(0.13	)

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,

24

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. We also provide 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. We are a global company with wafer manufacturing facilities in the U.S., testing facilities in the Philippines and Thailand and sales and circuit design offices around the world. The major end-markets in which our products are sold are the Automotive, Communications and Data Center, Computing, Consumer and Industrial markets.

During fiscal year 2015, we commenced activities to close down the operations in our Hillsboro, Oregon testing site which will be completed in fiscal year 2017.

Also, we announced in July 2015 that we intend to close our wafer level packaging ("WLP") manufacturing facility in Dallas, Texas in fiscal year 2017. On April 7, 2016, we entered into an agreement for the sale of its Dallas, Texas campus, including our WLP manufacturing facility, for approximately $34.5 million. We completed the sale of our Dallas, Texas campus, including our WLP manufacturing facility in Dallas, Texas in the fourth quarter of fiscal year 2016. In connection with this sale agreement, we entered into a lease and facility sharing agreement to lease back portions of the Dallas, Texas campus. We intend to complete the transition of design, administration and manufacturing activities during fiscal year 2017 and discontinue our operations in the WLP manufacturing facility in Dallas, Texas by the fourth quarter of fiscal year 2017.

On April 13, 2016, we entered into agreements for the sale of our micro-electromechanical systems (MEMS) business line, including related assets and inventory, for approximately $42.2 million. We completed the sale of our micro-electromechanical systems (MEMS) business line in the first quarter of fiscal year 2017.

CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as the ones that are most important to the presentation of our financial condition and results of operations, and that require us to make our most difficult and subjective accounting judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include revenue recognition, which impacts the recording of net revenues; valuation of inventories, which impacts costs of goods sold and gross margins; the assessment of recoverability of long-lived assets, which impacts impairment of long-lived assets; assessment of recoverability of intangible assets and goodwill, which impacts impairment of goodwill and intangible assets; accounting for income taxes, which impacts the income tax provision; and assessment of litigation and contingencies, which impacts charges recorded in cost of goods sold, selling, general and administrative expenses and income taxes. These policies and the estimates and judgments involved are discussed further in the Management’s Discussion and Analysis of Financial Condition in our Annual Report on Form 10-K for the fiscal year ended June 25, 2016. We have other significant accounting policies that either do not generally require estimates and judgments that are as difficult or subjective, or it is less likely that such accounting policies would have a material impact on our reported results of operations for a given period.

There have been no material changes during the three months ended September 24, 2016 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 25, 2016.

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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
	September 24, 2016		September 26, 2015
Net revenues	100.0	%	100.0	%
Cost of goods sold	38.4	%	49.1	%
Gross margin	61.6	%	50.9	%
Operating expenses:
Research and development	20.1	%	21.6	%
Selling, general and administrative	12.6	%	12.8	%
Intangible asset amortization	0.4	%	0.6	%
Impairment of long-lived assets	1.1	%	28.0	%
Severance and restructuring expenses	1.8	%	1.3	%
Other operating expenses (income), net	(5.1	)%	0.1	%
Total operating expenses	30.9	%	64.4	%
Operating income	30.7	%	(13.5	)%
Interest and other income (expense), net	(1.2	)%	(1.1	)%
Income before provision for income taxes	29.4	%	(14.6	)%
Income tax provision (benefit)	4.9	%	(1.8	)%
Net income (loss)	24.5	%	(12.8	)%

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

	Three Months Ended
	September 24, 2016		September 26, 2015
Cost of goods sold	0.4	%	0.5	%
Research and development	1.4	%	1.4	%
Selling, general and administrative	1.2	%	1.1	%
	3.0	%	3.0	%

Net Revenues

Net revenues were $561.4 million and $562.5 million for the three months ended September 24, 2016 and September 26, 2015, respectively. Net revenue from automotive products increased by 16.3%, primarily driven by growth in infotainment. This increase was offset by a decrease in industrial due to the divestiture of our energy metering business, and decreases in consumer and computing products due to changes in demand period over period.

During the three months ended September 24, 2016 and September 26, 2015, approximately 88% and 89% of net revenues, respectively, were derived from customers outside of the United States. While more than 98% 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 months ended September 24, 2016 and September 26, 2015 was immaterial.

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Gross Margin

Our gross margin percentages were 61.6% and 50.9% for the three months ended September 24, 2016 and September 26, 2015, respectively. Our gross margin increased by 10.7%, primarily from a $42.5 million decrease in accelerated depreciation (7.6% increase to gross margin). In the three months ended September 26, 2015, $43.6 million of accelerated depreciation was recorded relating primarily to the San Jose wafer fabrication facility shut down, which began in the second quarter of 2015 and was completed in the second quarter of fiscal year 2016. The remaining gross margin improvement was primarily due to the realization of benefits from our manufacturing transformation and cost savings initiatives.

The below table presents the impact of accelerated depreciation expense on gross margin for all periods presented.

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands)
Gross margin, as reported	$	345,732		$	286,351
Accelerated depreciation expense	1,178			43,631
Gross margin, without accelerated depreciation expense	$	346,910		$	329,982
Gross margin %, as reported	61.6		%	50.9		%
Gross margin %, without accelerated depreciation expense	61.8		%	58.7		%
Impact percentage	(0.2		)%	(7.8		)%

Research and Development

Research and development expenses were $112.7 million and $121.4 million for the three months ended September 24, 2016 and September 26, 2015, respectively, which represented 20.1% and 21.6% of net revenues for each respective period. The $8.7 million decrease was a result of headcount reductions primarily due to restructuring programs and spending control efforts.

Selling, General and Administrative

Selling, general and administrative expenses were $70.9 million and $72.0 million for the three months ended September 24, 2016 and September 26, 2015, respectively, which represented 12.6% and 12.8% of net revenues for each respective period. The $1.1 million decrease was primarily attributable to a decrease in legal expense.

Impairment of Long-Lived Assets

Impairment of long-lived assets were $6.1 million and $157.7 million for the three months ended September 24, 2016 and September 26, 2015, respectively, which represented 1.1% and 28.0% of net revenues for each respective period. The $151.6 million decrease was primarily due to classification of our wafer manufacturing facility in San Antonio, Texas as held for sale in the first quarter of fiscal year 2016 and therefore written down to fair value, less cost to sell.

Severance and Restructuring Expenses

Severance and restructuring expenses were $10.0 million and $7.1 million for the three months ended September 24, 2016 and September 26, 2015, respectively, which represented 1.8% and 1.3% of net revenues for each respective period. The $2.9 million increase was primarily due to reorganization of certain business units and functions and the planned closure of the Dallas wafer level packaging manufacturing facilities.

Other Operating Expenses (Income), net

Other operating expenses (income), net were $(28.5) million and $0.3 million during the three months ended September 24, 2016 and September 26, 2015, respectively, which represented 5.1% and 0.1% of net revenues for each respective period. This net increase in other operating income of $28.8 million was primarily driven by the $26.6 million gain on the sale of micro-electromechanical systems (MEMS) business line.

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Provision for Income Taxes

In the three months ended September 24, 2016 and September 26, 2015, we recorded an income tax provision (benefit) of $27.6 million and $(10.0) million, respectively. Our effective tax rate for the three months ended September 24, 2016 and September 26, 2015 was 16.7% and 12.2%, respectively.

Our federal statutory tax rate is 35%. The effective tax rate for the three months ended September 24, 2016 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, that were taxed at lower rates and a $3.3 million discrete tax benefit for excess tax benefits generated by the settlement of share-based awards, partially offset by share-based compensation for which no tax benefit is expected.

The effective tax rate for the three months ended September 26, 2015 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, that were taxed at lower tax rates, partially offset by share-based compensation for which no tax benefit is expected.

BACKLOG

At September 24, 2016 and June 25, 2016, our current quarter backlog was approximately $370.7 million and $363.4 million, respectively. In backlog, we include orders with customer request dates within the next three months. As is customary in the semiconductor industry, these orders may be cancelled 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 distribution ship and debit pricing adjustments.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Cash flows were as follows:

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands)
Net cash provided by (used in) operating activities	$	123,402		$	117,339
Net cash provided by (used in) investing activities	73			(41,270		)
Net cash provided by (used in) financing activities	(136,631		)	(118,687		)
Net increase (decrease) in cash and cash equivalents	$	(13,156	)	$	(42,618	)

Operating activities

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

Cash provided by operating activities was $123.4 million in the three months ended September 24, 2016, an increase of $6.1 million compared with the three months ended September 26, 2015. This increase was primarily driven by changes in our deferred tax balances of $68.0 million. This increase was partially offset by reductions in non-cash adjustments to net income of depreciation and amortization of $58.6 million resulting from higher accelerated depreciation in the three months ended September 26, 2015, relating primarily to the San Jose wafer fabrication facility shut down, which began in the second quarter of 2015 and was completed in the second quarter of fiscal year 2016.

Investing activities

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

Cash used in investing activities decreased by $41.3 million for the three months ended September 24, 2016 compared with the three months ended September 26, 2015. The decrease was due primarily to $42.2 million proceeds from the sale of our micro-electromechanical systems (MEMS) business, $25.0 million proceeds from the maturity of U.S. treasury securities, and $24.5

28

million proceeds from the sale of available-for-sale securities related to the sale of our wafer manufacturing facility in San Antonio, Texas. This decrease was partially offset by a $50.2 million increase relating to additional purchase of U.S. treasury securities.

Financing activities

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

Net cash used in financing activities decreased by approximately $17.9 million for the three months ended September 24, 2016 compared to the three months ended September 26, 2015. The decrease was primarily due to $18.0 million in additional repurchases of our common stock in the three months ended September 26, 2015.

Liquidity and Capital Resources

Long Term 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 (“2018 Notes”).

On March 18, 2013, the Company completed a public offering of $500 million aggregate principal amount of the Company’s 3.375% senior unsecured and unsubordinated notes due on March 15, 2023 (“2023 Notes”).

The estimated fair value of outstanding debt is at $1,028 million and $1,027 million as of September 24, 2016 and June 25, 2016, respectively.

Short Term Credit Agreement

On June 23, 2016, the Company entered into a short-term credit agreement in an amount equal to $250.0 million with a maturity date of June 22, 2017. The initial interest rate is 1.69% per annum and will be adjusted quarterly. The fair value approximates the carrying value, given the short-term nature of the loan.

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 September 24, 2016, 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 25, 2016.

The impact of inflation and changing prices on the Company’s net revenues and on operating income during the three months ended September 24, 2016 and September 26, 2015 was not material.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (“CEO”) and our chief financial officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of September 24, 2016. Our management, including the CEO and the CFO, has concluded that the Company’s disclosure controls and procedures were effective as of September 24, 2016. The purpose of these controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, and that such information is

29

accumulated and communicated to our management, including our CEO and our CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 24, 2016 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Internal Controls

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

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PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

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

ITEM 1A: RISK FACTORS

A description of risks associated with our business, financial condition and results of our operations is set forth in Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 25, 2016, which is incorporated herein by reference.

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

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.

The following table summarizes the activity related to stock repurchases for the three months ended September 24, 2016:

	Issuer Repurchases of Equity Securities
	(in thousands, except per share amounts)
	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Jun. 26, 2016 - Jul. 23, 2016	707	$	36.39	707	$	303,960
Jul. 24, 2016 - Aug. 20, 2016	411	39.96		411	287,546
Aug. 21, 2016 - Sep. 24, 2016	390	39.90		390	271,986
Total for the quarter	1,508	$	38.27	1,508	$	271,986

In the fiscal quarter ended September 24, 2016, the Company repurchased approximately 1.5 million shares of its common stock for approximately $57.7 million. As of September 24, 2016, the Company had remaining authorization of $272.0 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

3.1	Amended and Restated Bylaws
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 (1)
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (1)
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) 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.

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 months ended September 24, 2016, (ii) Condensed Consolidated Balance Sheets at September 24, 2016 and June 25, 2016, (iii) Condensed Consolidated Statement of Comprehensive Income for the three months ended September 24, 2016, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended September 24, 2016 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.

October 21, 2016	MAXIM INTEGRATED PRODUCTS, INC.
	By:/s/ Bruce E. Kiddoo
	Bruce E. Kiddoo
	Senior Vice President, Chief Financial Officer and Chief Accounting Officer

33

EX-3.1

Exhibit 3.1

BYLAWS

AS AMENDED THROUGH AUGUST 18, 2016

OF MAXIM INTEGRATED PRODUCTS, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS
	Page
ARTICLE I OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II CORPORATE SEAL		1
Section 3.	Corporate Seal	1
ARTICLE III STOCKHOLDERS’ MEETINGS		1
Section 4.	Place of Meetings	1
Section 5.	Annual Meeting	2
Section 6.	Advance Notice Procedures	2
Section 7.	Special Meetings	6
Section 8.	Notice of Meetings and Adjourned Meetings	6
Section 9.	Quorum	7
Section 10.	Adjournment of Meetings	7
Section 11.	Voting Rights	7
Section 12.	Joint Owners of Stock	8
Section 13.	List of Stockholders	9
Section 14.	Action without Meeting	9
Section 15.	Organization	10
ARTICLE IV DIRECTORS		10
Section 16.	Number and Term of Office	10
Section 17.	Powers	11
Section 18.	Vacancies	11
Section 19.	Election and Resignation of Directors	11
Section 20.	Removal	12
Section 21.	Meetings	12
Section 22.	Quorum and Voting	12
Section 23.	Action without Meeting	13
Section 24.	Fees and Compensation	13
Section 25.	Committees	13
Section 26.	Organization	14
ARTICLE V OFFICERS		14
Section 27.	Officers Designated	14
Section 28.	Tenure and Duties of Officers	15
Section 29.	Resignations	16
Section 30.	Removal	16
ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
SECURITIES OWNED BY THE CORPORATION		16

TABLE OF CONTENTS
(continued)
	Page
Section 31.	Execution of Corporate Instruments	16
Section 32.	Voting of Securities Owned by the Corporation	17
ARTICLE VII SHARES OF STOCK		17
Section 33.	Form and Execution of Certificates	17
Section 34.	Lost Certificates	17
Section 35.	Transfers	18
Section 36.	Fixing Record Dates	18
Section 37.	Registered Stockholders	19
ARTICLE VIII OTHER SECURITIES OF THE CORPORATION		19
Section 38.	Execution of Other Securities	19
ARTICLE IX DIVIDENDS		19
Section 39.	Declaration of Dividends	20
Section 40.	Dividend Reserve	20
ARTICLE X FISCAL YEAR		20
Section 41.	Fiscal Year	20
ARTICLE XI INDEMNIFICATION		20
Section 42.	Indemnification of Officers, Directors, Employees and Other Agents	20
ARTICLE XII NOTICES		22
Section 43.	Notices	23
ARTICLE XIII AMENDMENTS		24
Section 44.	Amendments	24

BYLAWS

OF MAXIM INTEGRATED PRODUCTS, INC.

ARTICLE I OFFICES

Section 1.Registered Office.

The registered office of the Corporation in the State of Delaware shall be in the City of Dover, County of Kent.

Section 2.Other Offices.

The Corporation shall also have and maintain an office or principal place of business in San Jose, California, or at such other place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3.Corporate Seal.

The Corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III STOCKHOLDERS’

MEETINGS

Section 4.Place of Meetings.

(a) Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by or in the manner provided in these Bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 4.

(b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(1)Participate in a meeting of stockholders; and

(2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(c) For purposes of this Section 4, “remote communication” shall mean electronic mail or other form of written or visual electronic communication satisfying the requirements of Section 14.

Section 5.Annual Meeting.

The annual meeting of the stockholders of the Corporation, for the purpose of election of Directors and for such other business as may lawfully come before it shall be held on such date and at such time as may be designated from time to time by the Board of Directors, or, if not so designated, then at 11 o’clock a.m. on the third Thursday in November in each year if not a legal holiday, and, if a legal holiday, at the same hour and place on the next succeeding day not a holiday.

Section 6.Advance Notice Procedures

(a)Advance Notice of Stockholder Business.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (i) pursuant to the Corporation’s proxy materials with respect to such meeting, (ii) by or at the direction of the Board of Directors, or (iii) by a stockholder of the Corporation who (1) is a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 6(a). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. For the avoidance of doubt, clause (iii) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(1) To comply with clause (iii) of Section 6(a) above, a stockholder’s notice must set forth all information required under this Section 6(a) and must be timely received by the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then notice by the stockholder to be timely must be so received by the Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such

annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 6(a)(1). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).

(2) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (i) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (iii) the class and number of shares of the Corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to or manage risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the Corporation, (v) any material interest of the stockholder or a Stockholder Associated Person in such business and (vi) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (i) through (vi), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented not later than ten days following the record date to disclose the information contained in clauses (iii) and (iv) above as of the record date. For purposes of this Section 6, a “Stockholder Associated Person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made (3) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (1) and (2).

(3) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 6(a) and, if applicable, Section 6(b). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 6(a), and, if the chairman should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(b)Advance Notice of Director Nominations at Annual Meetings.

Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 6(b) shall be eligible for election or re- election as directors at an annual meeting of stockholders. Nominations of persons for election to the Board of Directors of the Corporation shall be made at an annual meeting of stockholders only (i) by or at the direction of the Board of Directors or (ii) by a stockholder of the Corporation who (1) was a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 6(b). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(1) To comply with clause (ii) of Section 6(b) above, a nomination to be made by a stockholder must set forth all information required under this Section 6(b) and must be received by the Secretary of the Corporation at the principal executive offices of the Corporation at the time and in accordance with the final three sentences of Section 6(a)(1) above.

(2)To be in proper written form, such stockholder’s notice to the Secretary must set forth:

(A) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of the Corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (v) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (vi) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders, and (vii) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(B) as to such stockholder giving notice, (i) the information required to be provided pursuant to clauses (ii) through (v) of Section 6(a)(2) above, and the supplement referenced in the second sentence of Section 6(a)(2) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (ii) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the Corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (i) and (ii) above, a “Nominee Solicitation Statement”).

(3) At the request of the Board of Directors, any person nominated by a stockholder for election as a director must furnish to the Secretary of the Corporation (i) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to

the date on which the notice of such person’s nomination was given and (ii) such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 6(b).

(4) Without exception, no person shall be eligible for election or re-election as a director of the Corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 6(b). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these Bylaws, and if the chairman should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(c)Advance Notice of Director Nominations for Special Meetings.

(1) For a special meeting of stockholders at which directors are to be elected pursuant to Section 7 hereof, nominations of persons for election to the Board of Directors shall be made only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice provided for in these Bylaws and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the Secretary of the Corporation that includes the information set forth in Sections 6(b)(2) and (3) above. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the Board of Directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 6(c). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(2) The chairman of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these Bylaws, and if the chairman should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(d)Other Requirements and Rights.

In addition to the foregoing provisions of this Section 6, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included

in the Corporation’s proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 6 shall be deemed to affect any right of the Corporation to omit a proposal from the Corporation’s proxy statement pursuant to Rule

14a-8 (or any successor provision) under the 1934 Act.

Section 7.Special Meetings.

(a) A special meeting of the stockholders, other than those required by statute, may be called at any time, for any purpose or purposes, by (1) the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board; and (2) by the holders of outstanding stock of the Corporation holding at least thirty-five percent (35%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote (the “35% Stockholders”); but a special meeting may not be called by any other person or persons. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized Directors whether or not there exist any vacancies in previously authorized directorships. The Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board or the 35% Stockholders may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(b) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Whole Board or by or at the direction of the 35% stockholders. Nothing contained in this Section 7(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors or the 35% stockholders may be held.

Section 8.Notice of Meetings and Adjourned Meetings.

(a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the Corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.

(b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

(c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any

stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

(e) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of this chapter, the certificate of incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 9. Quorum.

At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Any shares, the voting of which at said meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the Corporation.

Section 10. Adjournment of Meetings.

Any meeting of stockholders, whether annual or special, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are present either in person or by proxy.

Section 11. Voting Rights.

(a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting.

(b) Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the Corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given. All elections of Directors shall be by ballot, unless otherwise provided in the Certificate of Incorporation. Such ballot may be in writing executed by the stockholder or his proxyholder or it may be cast by electronic transmission, provided that the transmission includes information showing that the transmission was authorized by the stockholder or proxyholder.

(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 12. Joint Owners of Stock.

If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the

same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the General Corporation Law of Delaware, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this subsection shall be a majority or even split in interest.

Section 13. List of Stockholders.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The Corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 14. Action without Meeting.

(a) Any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by

less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(c) A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.

(d) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(e) No such action by written consent may be taken following the effectiveness of the registration of any class of securities of the Corporation under the 1934 Act.

Section 15. Organization.

At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, the most senior Vice President present, or in the absence of any such officer, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE IV

DIRECTORS

Section 16. Number and Term of Office.

The number of Directors that shall constitute the whole of the Board of Directors shall be nine (9). The number of authorized Directors may be modified from time to time by amendment of this Bylaw in accordance with the provisions of Section 44 hereof. Except as provided in Section 18, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation.

Section 17. Powers.

The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 18.Vacancies.

Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 18 in the case of the death, removal or resignation of any Director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 20 below) to elect the number of Directors then constituting the whole Board of Directors.

Section 19.Election and Resignation of Directors.

(a) Each director shall be elected by a vote of the majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present, in accordance with Sections 9 and 11 of these Bylaws; provided, that, if, at the close of the notice period set forth in Section 8 of these Bylaws, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast and entitled to vote on the election of directors in person or by proxy at any such meeting. For purposes of this Section 19, a vote of the majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director.

(b) If an incumbent director is running uncontested and is not elected as provided in subsection (a), such director shall promptly offer to tender his or her irrevocable resignation to the Board. The Nominating and Corporate Governance Committee, or such other committee designated by the Board, will recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation within one hundred and twenty (120) days following the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board’s decision with respect to such resignation.

(c) Any Director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. Unless such notice is provided pursuant to subsection (b) of this Section 19, or acceptance is otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 20.Removal.

At a special meeting of stockholders called for the purpose in the manner hereinabove provided, subject to the limitation set forth in Section 141(k) of the General Corporation Law of Delaware, the Board of Directors, or any individual Director, may be removed from office, with or without cause, and a new Director or Directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of Directors.

Section 21.Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held at the office of the Corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolution of the Board of Directors or the written consent of all Directors.

(c) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or the President or any Vice President or the Secretary of the Corporation or any two (2) Directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the date, time and place of all meetings of the Board of Directors, other than regular meetings held pursuant to Section 21(a) or (b) above shall be delivered personally, orally or in writing, or by telephone or telegraph or by electronic transmission to each Director, at least forty-eight (48) hours before the meeting, or sent in writing to each Director by first-class mail, charges prepaid, at least four (4) days before the meeting. Such notice may be given by the Secretary of the Corporation or by the person or persons who called a meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting may be waived in writing or by electronic communication at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22.Quorum and Voting.

(a) Quorum. Unless the Certificate of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 42(a) hereof, for which a quorum shall be one-third of the exact number of Directors fixed from time to time in accordance with Section 16 of these Bylaws, but not less than one (1), a quorum of the Board of Directors shall consist of a majority of the exact number of Directors fixed from time to time in accordance with Section 16 of these Bylaws, but not less than one (1); provided, however, at any meeting whether a quorum be present or otherwise, a majority of the Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b) Majority Vote. At each meeting of the Board of Directors at which a quorum is present all questions and business shall be determined by a vote of a majority of the Directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

Section 23.Action without Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 24.Fees and Compensation.

Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.Committees.

(a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors, appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and specifically granted by the Board of Directors, shall have and may exercise when the Board of Directors is not in session all powers of the Board of Directors in the management of the business and affairs of the Corporation, including, without limitation, the power and authority to declare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority to amend the Certificate of Incorporation, to adopt an agreement of merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders of the Corporation a dissolution of the Corporation or a revocation of a dissolution or to amend these Bylaws.

(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors, and shall have such powers and perform such duties as may be prescribed by the

resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c) Term. The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Section 25, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at the principal office of the Corporation required to be maintained pursuant to Section 2 hereof, or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any Director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any Director by attendance thereat, except when the Director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization.

At every meeting of the Directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the Directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 27. Officers Designated.

The officers of the Corporation shall be the Chairman of the Board of Directors, the President,

one or more Vice Presidents, the Secretary and the Chief Financial Officer, all of whom shall be elected at the annual meeting of the Board of Directors. The order of the seniority of the Vice Presidents shall be in the order of their nomination, unless otherwise determined by the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors. The Chairman of the Board of

Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors.

The Chairman of the Board of Directors shall perform the duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall, subject to the control of the Board of Directors and unless otherwise determined by the Board of Directors, serve as the Chief Executive Officer of the Corporation and shall have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors and the Chairman of the Board, if one has been appointed, shall designate from time to time.

(d) Duties of Vice Presidents. The Vice Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors, and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders, and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner, and shall render statements of

the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any Assistant Chief Financial Officer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Assistant Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 29.Resignations.

Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.

Section 30.Removal.

Any officer may be removed from office at any time, either with or without cause, by the vote or written consent of a majority of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 31.Execution of Corporate Instruments.

The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Section 32.Voting of Securities Owned by the Corporation.

All stock and other securities of other Corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 33.Form and Execution of Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a previously issued certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates in the Corporation shall be entitled to have such certificates signed by, or in the name of the Corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, (i) in the case of stock that is certificated, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, and (ii) in the case of stock that is uncertificated, such powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be implemented in accordance with applicable law, regulations and rules.

Section 34.Lost Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any previously issued certificate alleged to have been lost, stolen or destroyed, except upon timely production of such evidence of the loss, theft or destruction and upon the timely making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed such indemnification of the Corporation and its agent to such extent and in such manner as the Board of Directors may from time to time prescribe. The Corporation may require, as a condition precedent to the issuance of uncertificated shares or a new certificate(s) in place of lost certificates, the owner of such uncertificated shares or the lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give

the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the uncertificated shares or the certificate alleged to have been lost, stolen, or destroyed.

Section 35.Transfers.

Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed. Within a reasonable time after the issuance or transfer of uncertificated shares by the Corporation, the Corporation will send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates of certificated shares pursuant to Section 151, 202(a) or 218 (a) of the General Corporation Law of the State of Delaware or, with respect to Section 151 of the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 36.Fixing Record Dates.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 14(c) hereof and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record

date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 37.Registered Stockholders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 38.Execution of Other Securities.

All bonds, debentures and other corporate securities of the Corporation, other than stock certificates, may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX

DIVIDENDS

Section 39.Declaration of Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 40.Dividend Reserve.

Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 41.Fiscal Year.

Unless otherwise fixed by resolution of the Board of Directors, the fiscal year of the

Corporation shall end on the last day of June.

ARTICLE XI

INDEMNIFICATION

Section 42.Indemnification of Officers, Directors, Employees and Other Agents.

(a) Directors. The Corporation shall indemnify its directors to the fullest extent permitted by the Delaware General Corporation Law.

(b) Officers, Employees and Other Agents. The Corporation shall have power to indemnify its officers, employees and other agents as set forth in the Delaware General Corporation Law.

(c)Good Faith.

(1) For purposes of any determination under this Bylaw, a Director, or any member of a committee designated by the Board of Directors, shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, to have had no reasonable cause to believe that his conduct was unlawful, if he relied in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

(2) The termination of any proceeding by judgment, order, settlement, conviction or upon

a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, that he had reasonable cause to believe that his conduct was unlawful.

(3) The provisions of this paragraph (c) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth by the Delaware General Corporation Law.

(d) Expenses. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any Director in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

(e) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director who serves in such capacity at any time while this Bylaw and other relevant provisions of the Delaware General Corporation Law and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.

The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. The Corporation shall be entitled to raise by pleading as an affirmative defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(f) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent permitted by the Delaware General Corporation Law.

(g) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h) Insurance. To the fullest extent permitted by the Delaware General Corporation Law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(i) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

(j) Savings Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director to the full extent permitted by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(k)Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3) The term the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4) References to a “director,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as a Director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section 43. Notices.

(a) Notice to Stockholders. Whenever, under any provision of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, either personally or timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 8 of these Bylaws, and has been consented to by the stockholder to whom the notice is given.

(b) Notice to Directors. Any notice required to be given to any Director may be given by the method stated in subsection (e) of Section 21 of these Bylaws except that such notice other than one which is delivered personally shall be sent to such address as such Director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such Director.

(c) Address Unknown. If no address of a stockholder or Director be known, notice may be sent to the office of the Corporation required to be maintained pursuant to Section 2 hereof.

(d) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or Director or Directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.

(e) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the notices.

(f) Methods of Notice and Waiver Thereof. It shall not be necessary that the same method of giving notice be employed in respect of all Directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. Whenever any notice is required to be given under any provision of law or of the Certificate of Incorporation, or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

(g) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any Director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such Director to receive such notice.

(h) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the

filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE XIII

AMENDMENTS

Section 44. Amendments.

Except as otherwise set forth in paragraph 42(i) hereof, these Bylaws may be repealed, altered or amended or new Bylaws may be adopted by the stockholders. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to adopt, amend or repeal any provisions of the Bylaws of the Corporation. Except as otherwise set forth in paragraph 42(i) hereof, the Board of Directors shall also have the authority, if such authority is conferred upon the Board of Directors by the Certificate of Incorporation, to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaw setting forth the number of Directors who shall constitute the whole Board of Directors) subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, term of office or compensation of Directors.

* * *

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:	October 21, 2016	/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:	October 21, 2016	/s/ Bruce E. Kiddoo
		Bruce E. Kiddoo
		Senior Vice President, Chief Financial Officer and Chief Accounting 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 September 24, 2016 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: October 21, 2016

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 September 24, 2016 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: October 21, 2016

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

Document and Entity Information Document - shares	3 Months Ended
	Sep. 24, 2016	Oct. 14, 2016
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	Sep. 24, 2016
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--06-24
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		283,278,391

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 24, 2016	Jun. 25, 2016
Current assets:
Cash and cash equivalents	$ 2,092,073	$ 2,105,229
Short-term Investments	175,441	125,439
Total cash, cash equivalents and short-term investments	2,267,514	2,230,668
Accounts receivable, net	253,518	256,531
Inventories	223,484	227,929
Other assets current	89,398	91,920
Total current assets	2,833,914	2,807,048
Property, plant and equipment, net	678,447	692,551
Intangible assets, net	131,496	146,540
Goodwill	491,015	490,648
Other assets noncurrent	54,890	84,100
Assets Held-for-sale, Not Part of Disposal Group, Current	2,854	13,729
TOTAL ASSETS	4,192,616	4,234,616
Current liabilities:
Accounts payable	83,589	82,535
Income taxes payable	3,138	21,153
Accrued salary and related expenses	111,126	166,698
Accrued expenses	48,572	50,521
Deferred income on shipments to distributors	35,754	38,779
Short-term Debt	249,788	249,717
Total current liabilities	531,967	609,403
Long term debt	990,685	990,090
Income taxes payable	497,360	480,645
Other liabilities	37,368	46,664
Total liabilities	2,057,380	2,126,802
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock and capital in excess of par value	284	284
Retained earnings	2,141,326	2,121,749
Accumulated other comprehensive loss	(6,374)	(14,219)
Total stockholders' equity	2,135,236	2,107,814
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 4,192,616	$ 4,234,616

XML

Condensed Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands	Sep. 24, 2016	Jun. 25, 2016
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 28,945	$ 32,108

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Income Statement [Abstract]
Net revenues	$ 561,396	$ 562,510
Cost of goods sold	215,664	276,159
Gross margin	345,732	286,351
Operating expenses:
Research and development	112,746	121,392
Selling, general and administrative	70,852	71,995
Amortization of Intangible Assets	2,443	3,591
Impairment of Long-Lived Assets to be Disposed of	6,134	157,697
Severance and Restructuring Charges	9,965	7,126
Other Operating Income (Expense), Net	(28,481)	315
Total operating expenses	173,659	362,116
Operating income	172,073	(75,765)
Interest and other expense, net	(6,870)	(6,402)
Income before provision for income taxes	165,203	(82,167)
Provision for income taxes	27,589	(10,024)
Net income	$ 137,614	$ (72,143)
Earnings per share:
Basic (per share)	$ 0.49	$ (0.25)
Diluted (per share)	$ 0.48	$ (0.25)
Shares used in the calculation of earnings per share:
Basic (in shares)	283,633	284,588
Diluted (in shares)	288,574	284,588
Dividends paid per share	$ 0.33	$ 0.30

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Statements of Income and Comprehensive Income [Abstract]
Net income	$ 137,614	$ (72,143)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	2,612	76
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	386	(614)
Unrealized gains (losses) on post-retirement benefits, net of tax benefit (expense)	4,847	172
Other Comprehensive Income (Loss), Net of Tax	7,845	(366)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	145,459	(72,509)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax	(1,633)	0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	(122)	192
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	$ (2,805)	$ (80)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Cash flows from operating activities:
Net income	$ 137,614	$ (72,143)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	17,120	16,963
Depreciation and amortization	43,485	102,053
Deferred taxes	14,895	(53,111)
Loss on sale of property, plant and equipment	652	(1,346)
Gain (Loss) on Disposition of Business	(26,620)	0
Tax benefit (shortfall) related to stock-based compensation plans	0	1,193
Impairment of Long-Lived Assets to be Disposed of	6,134	157,697
Excess tax benefit related to stock-based compensation	0	(2,249)
Changes in assets and liabilities:
Accounts receivable	3,013	(3,627)
Inventories	2,517	(2,167)
Other current assets and income tax refund receivable	(12,099)	4,796
Accounts payable	(858)	(9,776)
Income taxes payable	110	34,127
Deferred income on shipments to distributors	(3,025)	4,764
Increase (Decrease) in Employee Related Liabilities	(55,572)	(60,718)
All other accrued liabilities	(3,964)	883
Net cash provided by operating activities	123,402	117,339
Cash flows from investing activities:
Purchase of property, plant and equipment	(14,310)	(15,821)
Proceeds from sale of property, plant, and equipment	205	606
Proceeds from sale of available-for-sale securities	24,540	0
Proceeds from maturity of available-for-sale securities	25,000	0
Proceeds from Divestiture of Businesses	42,199	0
Payments to Acquire Available-for-sale Securities	(75,224)	(25,055)
Payments to Acquire Investments	(2,337)	(1,000)
Net cash used in investing activities	73	(41,270)
Cash flows from financing activities:
Excess tax benefit related to stock-based compensation	0	2,249
Net issuance of restricted stock units	(5,206)	(4,822)
Proceeds from stock options exercised	19,911	8,970
Repurchase of common stock	(57,709)	(39,697)
Dividends paid	(93,627)	(85,387)
Net cash used in financing activities	(136,631)	(118,687)
Net decrease in cash and cash equivalents	(13,156)	(42,618)
Cash and cash equivalents:
Beginning of period	2,105,229	1,550,965
End of period	2,092,073	1,508,347
Supplemental disclosures of cash flow information:
Cash paid (refunded), net during the period for income taxes	33,760	7,021
Cash paid for interest	8,438	8,438
Noncash investing and financing activities:
Accounts payable related to property, plant, and equipment purchases	4,722	7,127
Proceeds from Sale of Other Property, Plant, and Equipment	$ 25,922	$ 0

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Basis of Presentation

3 Months Ended

Sep. 24, 2016

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 three months ended September 24, 2016 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 2016.

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 year 2016 was a 52-week fiscal year and fiscal year 2017 will also be a 52-week fiscal year.

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Recently Issued Accounting Pronouncements

3 Months Ended

Sep. 24, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Pronouncements [Text Block]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

(i) New Accounting Updates Recently Adopted

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company early adopted ASU 2016-09 at the beginning of the first quarter of fiscal year 2017. As a result of the adoption, in the first quarter of fiscal year 2017 the Company recorded a $1.4 million cumulative-effect adjustment to retained earnings for the recognition of excess tax benefits generated by the settlement of share-based awards in prior periods and a discrete income tax benefit of $3.3 million to the income tax provision for excess tax benefits generated by the settlement, in the first quarter of fiscal year 2017, of share-based awards. The adoption also resulted in an increase in cash flow from operating activities and a decrease in cash flow from financing activities of $3.3 million in the first quarter of fiscal year 2017. The adoption was on a prospective basis and therefore had no impact on prior periods.

(ii) Recent Accounting Updates Not Yet Effective

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. ASU No. 2014-09 is effective for the Company in the first quarter of fiscal year 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU No. 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU No. 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU No. 2014-09. Early adoption in the first quarter of fiscal year 2018 is permitted. The Company is currently evaluating the potential impact of this standard on its financial position and results of operations, as well as its selected transition method.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU No. 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for the Company in the first quarter of fiscal year 2018, with early adoption permitted. The Company does not believe the implementation of this standard will result in a material impact to its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019. The application of this ASU will be by means of a cumulative-effect adjustment to the balance sheet. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) will be applied prospectively to equity investments that exist as of the date of adoption. The Company is evaluating the effects of the adoption of this ASU to its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the lease accounting requirements in Topic 840. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The guidance also requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. This guidance is effective beginning in the first quarter of fiscal year 2020 on a modified retrospective approach. The Company is currently evaluating the potential impact of this standard on its financial statements.

XML

Balance Sheet Components

3 Months Ended

Sep. 24, 2016

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components [Text Block]

BALANCE SHEET COMPONENTS

Inventories consist of:

	September 24, 2016		June 25, 2016
Inventories:	(in thousands)
Raw materials	$	7,164	$	6,505
Work-in-process	143,872		148,762
Finished goods	72,448		72,662
	$	223,484	$	227,929

Property, plant and equipment, net consists of:

	September 24, 2016			June 25, 2016
Property, plant and equipment, net:	(in thousands)
Land	$	18,952		$	18,952
Buildings and building improvements	245,836			240,507
Machinery and equipment	1,370,245			1,370,322
	1,635,033			1,629,781
Less: accumulated depreciation	(956,586		)	(937,230		)
	$	678,447		$	692,551

Accrued salary and related expenses consist of:

	September 24, 2016		June 25, 2016
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	30,040	$	30,753
Accrued bonus	29,303		90,638
Accrued severance and post-employment benefits	14,397		14,230
Accrued salaries	12,085		14,320
Other	25,301		16,757
	$	111,126	$	166,698

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Fair Value Measurements

3 Months Ended

Sep. 24, 2016

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 U.S. treasury bills, certificates of deposit and foreign currency forward contracts that are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, the Company has classified these investments as Level 2 in the fair value hierarchy. Also within Level 2 assets and liabilities are shares of common stock received as consideration for the sale of the Company's wafer manufacturing facility in San Antonio, Texas, which have been valued based on quoted prices in the active market for identical assets, adjusted for estimated timing of sale.

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 did not hold any Level 3 assets or liabilities as of September 24, 2016 and June 25, 2016.

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

	As of September 24, 2016								As of June 25, 2016
	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)	$	1,626,233	$	—	$	—	$	1,626,233	$	1,658,321	$	—	$	—	$	1,658,321
U.S. treasury bills (2)	—		175,441		—		175,441		—		125,439		—		125,439
Foreign currency forward contracts (3)	—		450		—		450		—		695		—		695
Investment in common stock (3)	—		25,922		—		25,922		—		40,000		—		40,000
Certificates of deposit (1)	—		70		—		70		—		70		—		70
Total Assets	$	1,626,233	$	201,883	$	—	$	1,828,116	$	1,658,321	$	166,204	$	—	$	1,824,525
Liabilities
Foreign currency forward contracts (4)	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327
Total Liabilities	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327

(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.

During the three months ended September 24, 2016 and June 25, 2016, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

There were no assets or liabilities measured at fair value on a non-recurring basis as of September 24, 2016 and June 25, 2016 other than impairments of Long-Lived assets. For details, please refer to Note 14: “Impairment of long-lived assets”.

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Financial Instruments

3 Months Ended

Sep. 24, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments [Text Block]

FINANCIAL INSTRUMENTS

Short-term investments

Fair values were as follows:

	September 24, 2016								June 25, 2016
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
	(in thousands)
Available-for-sale investments
U.S. Treasury bills	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439
Total available-for-sale investments	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439

In the three months ended September 24, 2016 and the year ended June 25, 2016, the Company did not recognize any impairment charges on short-term investments. The U.S. Treasury bills have maturity dates between December 15, 2017 and December 15, 2018.

Securities received as consideration for sale of assets

During the third quarter of fiscal 2016, the Company received approximately $40.0 million in common shares of Tower Semiconductor Ltd. as consideration for the sale of the Company's semiconductor wafer manufacturing facility in San Antonio, Texas. During the three months ended September 24, 2016, the Company sold some of these common shares for gross proceeds of approximately $24.5 million. The remaining common shares were valued at approximately $25.9 million as of September 24, 2016, with the increase in value of $5.4 million treated as an unrealized gain. The Company is required to return to Tower Semiconductor the first $6.0 million in gain realized upon the sale of such shares.

Derivative instruments and hedging activities

The Company incurs expenditures denominated in non-U.S. currencies, primarily the Philippine Peso and the Thai Baht associated with the Company's manufacturing activities in the Philippines and Thailand, respectively, and European Union Euro and South Korean Won expenditures for sales offices and research and development activities undertaken outside of the U.S.

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

Derivatives designated as cash flow hedging instruments

The Company designates certain forward contracts as hedging instruments pursuant to Accounting Standards Codification (“ASC”) No. 815-Derivatives and Hedging (“ASC 815”). As of September 24, 2016 and June 25, 2016, the notional amounts of the forward contracts the Company held to purchase international currencies were $55.4 million and $68.0 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $2.3 million and $2.6 million, respectively.

Derivatives not designated as hedging instruments

As of September 24, 2016 and June 25, 2016, the notional amounts of the forward contracts the Company held to purchase international currencies were $25.8 million and $25.4 million, respectively, and the notional amounts of forward contracts the Company held to sell international currencies were $17.0 million and $24.6 million, respectively. The fair values of our outstanding foreign currency forward contracts and gain (loss) included in the Condensed Consolidated Statement of Income were not material for the three months ended September 24, 2016 and the year ended June 25, 2016.

Long-term debt

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

	September 24, 2016			June 25, 2016
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000		$	500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Short-term credit agreement	250,000			250,000
Total	1,250,000			1,250,000
Less: Current portion	(249,788		)	(249,717		)
Less: Reduction for unamortized discount and debt issuance costs	(9,527		)	(10,193		)
Total long-term debt	$	990,685		$	990,090

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.

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

The debt indentures that govern the 2023 Notes and the 2018 Notes, respectively, include covenants that limit the Company's ability to grant liens on its facilities and to enter into sale and leaseback transactions, which could limit the Company's ability to secure additional debt funding in the future. In circumstances involving a change of control of the Company followed by a downgrade of the rating of the 2023 Notes or the 2018 Notes, the Company would be required to make an offer to repurchase the affected notes at a purchase price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest.

The Company accounts for all the notes above based on their amortized cost. The discount and expenses are being amortized to Interest and other income (expense), net in the Condensed Consolidated Statements of Income over the life of the notes. The interest expense is recorded in Interest and other income (expense), net in the Condensed Consolidated Statements of Income. Amortized discount and expenses, as well as interest expense associated with the notes was $9.1 million and $7.3 million during the three months ended September 24, 2016 and September 26, 2015, respectively.

The estimated fair value of the Company’s long-term debt was approximately $1,028 million as of September 24, 2016. The estimated fair value of the debt is based primarily on observable market inputs and is a Level 2 measurement.

The Company recorded interest expense of $9.8 million and $8.2 million during the three months ended September 24, 2016, and September 26, 2015, respectively.

Credit Facility

Revolving credit facility

The Company has access to a $350 million senior unsecured revolving credit facility with certain institutional lenders that expires on June 27, 2019. The facility fee is at a rate per annum that varies based on the Company’s index debt rating and any advances under the credit agreement will accrue interest at a base rate plus a margin based on the Company’s index debt rating. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of September 24, 2016, the Company had not borrowed any amounts from this credit facility and was in compliance with all debt covenants.

Short-term credit agreement

On June 23, 2016, a wholly-owned foreign subsidiary of the Company entered into a short-term credit agreement (the “Credit Agreement”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Lender”), in order to facilitate the return of capital to the Company. The Credit Agreement provides for, among other things, the Lender making an unsecured term loan in an amount equal to $250.0 million with a maturity date of June 22, 2017. The net proceeds of this credit agreement were approximately $249.7 million, after deducting paid issuance costs. The interest rate on the note is based on LIBOR plus a margin. The initial interest rate is 1.69% per annum and will be adjusted quarterly. The credit agreement requires the Company to comply with certain covenants, including a requirement that the Company maintain a ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization) of not more than 3to 1 and a minimum interest coverage ratio (EBITDA divided by interest expense) greater than 3.5 to 1. As of September 24, 2016, the Company was in compliance with all covenants. Fair value approximates the carrying value, given the short-term nature of the loan.

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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Stock-Based Compensation

3 Months Ended

Sep. 24, 2016

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

Stock-Based Compensation [Text Block]

STOCK-BASED COMPENSATION

At September 24, 2016, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), and market stock units (“MSUs”) to employees, directors, and consultants.

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

RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period.

MSUs granted to employees typically vest ratably over a two to four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap depending on the Company's performance. The performance metrics of this program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index XSD (the “SPDR S&P”).

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three months ended September 24, 2016 and September 26, 2015, respectively:

	Three Months Ended
	September 24, 2016								September 26, 2015
	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	$	180	$	1,583	$	484	$	2,247	$	335	$	1,988	$	559	$	2,882
Research and development	222		6,696		1,218		8,136		870		5,874		1,297		8,041
Selling, general and administrative	642		5,476		619		6,737		818		4,626		596		6,040
Pre-tax stock-based compensation expense	$	1,044	$	13,755	$	2,321	$	17,120	$	2,023	$	12,488	$	2,452	$	16,963
Less: income tax effect							3,067								2,762
Net stock-based compensation expense							$	14,053							$	14,201

The expenses included in the Condensed Consolidated Statements of Income related to RSUs include expenses related to MSUs of $0.6 million and $0.5 million for the three months ended September 24, 2016 and September 26, 2015, respectively.

Stock Options

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

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

There were no stock options granted in the three months ended September 24, 2016 and three months ended September 26, 2015.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of September 24, 2016 and their activity for the three months ended September 24, 2016:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	5,935,079		$	25.11
Options Granted	—		—
Options Exercised	(866,330	)	22.97
Options Cancelled	(200,203	)	27.28
Balance at September 24, 2016	4,868,546		$	25.39	2.9	$	66,785,971
Exercisable, September 24, 2016	2,807,904		$	23.32	2.2	$	44,005,199
Vested and expected to vest, September 24, 2016	4,803,830		$	25.32	2.9	$	65,649,805

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 24, 2016.

As of September 24, 2016, there was $4.9 million of total unrecognized stock compensation cost related to 2.1 million unvested stock options, which is expected to be recognized over a weighted average period of approximately 1.1 years.

Restricted Stock Units and Other Awards

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

The weighted-average fair value of RSUs and other awards granted was $35.97 and $28.28 per share for the three months ended September 24, 2016 and September 26, 2015, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	6,620,813
Restricted stock units and other awards granted	1,663,313
Restricted stock units and other awards released	(406,051	)
Restricted stock units and other awards cancelled	(387,698	)
Balance at September 24, 2016	7,490,377		3.0	$	292,456,777
Outstanding and expected to vest, September 24, 2016	6,139,955		2.9	$	239,396,837

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 24, 2016.

The Company withheld shares totaling $5.2 million in value as a result of employee withholding taxes based on the value of the RSUs on their vesting date for the three months ended September 24, 2016. 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 September 24, 2016, there was $169.0 million of unrecognized compensation expense related to 7.5 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 3.0 years.

Market Stock Units

The Company granted MSUs to senior members of management in September 2015 and September 2016. The grant of MSUs was in lieu of granting stock options. MSUs are valued based on the relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index XSD (the “SPDR S&P”). The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD index. Vesting for MSUs is contingent upon both service and market conditions, and has a four-year vesting cliff period.

The weighted-average fair value of MSUs granted was $37.29 and $29.64 per share for the three months ended September 24, 2016 and September 26, 2015, respectively.

The following table summarizes the number of MSUs outstanding and expected to vest as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	673,532
Market stock units granted	308,432
Market stock units released	—
Market stock units cancelled	(66,696	)
Balance at September 24, 2016	915,268		3.3	$	35,686,299
Outstanding and expected to vest, September 24, 2016	738,080		3.3	$	28,777,728

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 24, 2016.

As of September 24, 2016, there was $21.3 million of unrecognized compensation expense related to 0.9 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 3.3 years.

Employee Stock Purchase Plan

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

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

	ESPP
	Three Months Ended
	September 24, 2016	September 26, 2015
Expected holding period (in years)	0.5	0.5
Risk-free interest rate	0.5%	0.1%
Expected stock price volatility	27.2% - 28.2%	21.8% - 23.8%
Dividend yield	3.5% - 3.6%	3.3% - 3.5%

As of September 24, 2016 and September 26, 2015, there was $3.1 million and $3.1 million, respectively, of unrecognized compensation expense related to the 2008 ESPP.

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Earnings Per Share

3 Months Ended

Sep. 24, 2016

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

EARNINGS (LOSS) PER SHARE

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

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	137,614	$	(72,143	)
Denominator for basic earnings (loss) per share	283,633		284,588
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,941		—
Denominator for diluted earnings (loss) per share	288,574		284,588
Earnings (loss) per share
Basic	$	0.49	$	(0.25	)
Diluted	$	0.48	$	(0.25	)

The Company had a net loss for the three months ended September 26, 2015, accordingly all incremental shares totaling 5.7 million shares were determined to be anti-dilutive.

For the three months ended September 24, 2016, no securities were determined to be anti-dilutiveand therefore none were excluded from the calculation of diluted earnings per share.

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Segment Information

3 Months Ended

Sep. 24, 2016

Segment Reporting [Abstract]

Segment Information [Text Block]

SEGMENT INFORMATION

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

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

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

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
United States	$	70,151	$	62,060
China	213,510		224,237
Rest of Asia	174,368		169,934
Europe	89,638		91,903
Rest of World	13,729		14,376
	$	561,396	$	562,510

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

	September 24, 2016		June 25, 2016
	(in thousands)
United States	$	417,460	$	423,653
Philippines	139,897		141,569
Rest of World	121,090		127,329
	$	678,447	$	692,551

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Comprehensive Income Loss

3 Months Ended

Sep. 24, 2016

Statement of Comprehensive Income [Abstract]

Comprehensive Income [Text Block]

COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive loss by component and related tax effects in the three months ended September 24, 2016 and September 26, 2015 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 25, 2016	$	(6,280	)	$	(6,800	)	$	(1,136	)	$	(492	)	$	489		$	(14,219	)
Other comprehensive income (loss) before reclassifications	—			—			—			448			4,245			4,693
Amounts reclassified out of accumulated other comprehensive loss (income)	—			7,652			—			60			—			7,712
Tax effects	—			(2,805		)	—			(122		)	(1,633		)	(4,560		)
Other comprehensive income (loss)	—			4,847			—			386			2,612			7,845
September 24, 2016	$	(6,280	)	$	(1,953	)	$	(1,136	)	$	(106	)	$	3,101		$	(6,374	)

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities		Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133	$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(382		)	76		(306		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			252			—			(424		)	—		(172		)
Tax effects	—			(80		)	—			192			—		112
Other comprehensive income (loss)	—			172			—			(614		)	76		(366		)
September 26, 2015	$	(6,280	)	$	(9,832	)	$	(1,136	)	$	(561	)	$	209	$	(17,600	)

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Income Taxes

3 Months Ended

Sep. 24, 2016

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

INCOME TAXES

In the three months ended September 24, 2016 and September 26, 2015, the Company recorded an income tax provision (benefit) of $27.6 million and $(10.0) million, respectively. The Company’s effective tax rate for the three months ended September 24, 2016 and September 26, 2015 was 16.7% and 12.2%, respectively.

The Company’s federal statutory tax rate is 35%. The Company’s effective tax rate for the three months ended September 24, 2016 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by the Company's international operations managed in Ireland, that were taxed at lower rates and a $3.3 million discrete benefit for excess tax benefits generated by the settlement of share-based awards, partially offset by share-based compensation for which no tax benefit is expected.

The Company's effective tax rate for the three months ended September 26, 2015 was lower than the statutory rate primarily due to earnings of foreign subsidiaries, generated primarily by our international operations managed in Ireland, that were taxed at lower tax rates, partially offset by share-based compensation for which no tax benefit is expected.

The Company’s federal corporate income tax returns are audited on a recurring basis by the Internal Revenue Service (“IRS”). The IRS has concluded its field examination of the Company’s federal corporate income tax returns for fiscal years 2009 through 2011 (“Audit Years”) and issued a IRS Revenue Agent’s Report (“RAR”) in July 2016 that includes proposed adjustments for transfer pricing issues related to cost sharing and buy-in license payments for the use of intangible property by one of the Company’s international subsidiaries. The Company disagrees with the proposed transfer pricing adjustments and related penalties and in September 2016 filed a protest to challenge the proposed adjustments and request a conference with the Appeals Office of the IRS. The Company believes that its reserves for unrecognized tax benefits are sufficient to cover any potential assessments that may result from the final resolution of these transfer pricing issues.

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Commitments and Contingencies

3 Months Ended

Sep. 24, 2016

Product Warranties Disclosures [Abstract]

Commitments and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

Indemnification

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

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

Product Warranty

The changes in the Company’s aggregate product warranty liabilities for the three months ended September 24, 2016 and September 26, 2015 were as follows:

	Three Months Ended
	September 24, 2016			September 26, 2015
Product warranty liability	(in thousands)
Beginning balance	8,606			$	13,436
Accruals for warranties	1,018			913
Payments	(130		)	—
Changes in estimate	111			(20		)
Ending balance	$	9,605		$	14,329
Less: Current portion	9,605			10,029
Non-current portion	$	—		$	4,300

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Common Stock Repurchases

3 Months Ended

Sep. 24, 2016

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 three months ended September 24, 2016, the Company repurchased approximately 1.5 million shares of its common stock for $57.7 million. As of September 24, 2016, the Company had remaining authorization of $272.0 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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Goodwill and Intangible Assets

3 Months Ended

Sep. 24, 2016

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.

Fiscal Year 2017

No indicators or instances of impairment were identified in the three months ended September 24, 2016.

Fiscal Year 2016

The Company performed the annual goodwill impairment analysis during the fourth quarter of fiscal year 2016 and concluded that goodwill was not impaired, as the fair value of each reporting unit exceeded its carrying value. No indicators or instances of impairment were identified during fiscal year 2016.

During the fiscal year ended June 25, 2016, $20.4 million of goodwill from the Micros and Security reporting unit was included in the sale of the energy metering business to Silergy Corp.

Intangible Assets

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	3-10 years
Trade name	1-4 years
Patents	5 years

Intangible assets consisted of the following:

	September 24, 2016						June 25, 2016
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	451,885	$	343,922	$	107,963	$	420,285	$	331,321	$	88,964
Customer relationships	115,634		94,657		20,977		115,634		92,744		22,890
Trade name	8,500		6,886		1,614		8,500		6,486		2,014
Patents	2,500		1,558		942		2,500		1,428		1,072
Total amortizable purchased intangible assets	578,519		447,023		131,496		546,919		431,979		114,940
IPR&D	—		—		—		31,600		—		31,600
Total purchased intangible assets	$	578,519	$	447,023	$	131,496	$	578,519	$	431,979	$	146,540

During the three months ended September 24, 2016, $31.6 million of IPR&D was completed and reclassified to amortizable Intellectual Property.

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

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands)
Cost of goods sold	$	12,602	$	16,638
Intangible asset amortization	2,443		3,591
Total intangible asset amortization expenses	$	15,045	$	20,229

The following table represents the estimated future amortization expense of intangible assets as of September 24, 2016:

Fiscal Year	Amount
	(in thousands)
Remaining nine months of 2017	$	40,629
2018	48,146
2019	19,861
2020	9,942
2021	8,154
2022	2,563
Thereafter	2,201
Total intangible assets	$	131,496

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Impairment of Long-Lived Assets (Notes)

3 Months Ended

Sep. 24, 2016

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

IMPAIRMENT OF LONG-LIVED ASSETS

Fiscal year 2017:

During the three months ended September 24, 2016, the Company recorded $6.1 million in impairment of long-lived assets in the Company's Condensed Consolidated Statements of Income primarily associated with certain investments in privately held companies. The Company reached its conclusion regarding the asset impairment after the determination was made that due to factors during the three months ended September 24, 2016, the financial condition of the privately held companies indicated an other than temporary impairment.

During the second quarter of fiscal year 2016, the Company classified the micro-electromechanical systems (MEMS) business line, including associated tangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of the product lines' associated assets approximated or was less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of quoted market prices of similar equipment and offers received. During the first quarter of fiscal year 2017, the Company completed the sale of this business line for approximately $42.2 million, resulting in a gain of $26.6 million, included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

Fiscal year 2016:

During the fiscal year ended June 25, 2016, the Company recorded $160.6 million in impairment of long-lived assets in the Company's Consolidated Statements of Income.

During the first quarter of fiscal year 2016, the Company recorded a $157.7 million impairment of long-lived assets associated with the Company's wafer manufacturing facility in San Antonio, Texas which was classified as held for sale and written down to fair value, less cost to sell. The Company reached its conclusion regarding the asset impairment after conducting an evaluation of assets' fair values. The fair value of the land, buildings and equipment was determined after consideration of expected discounted future cash flows attributable to the assets and outside appraisals. The Company signed an agreement with TowerJazz Texas, Inc. (formerly known as TJ Texas, Inc.), an indirect wholly-owned subsidiary of Tower Semiconductor Ltd. ("TowerJazz"), for the sale of the semiconductor wafer fabrication facility in San Antonio, Texas on November 18, 2015. During the third quarter of fiscal year 2016, the Company completed the sale of this facility for approximately $30.0 million in common shares of TowerJazz, resulting in a loss of $1.6 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income. In addition, approximately $10.0 million in common shares of TowerJazz was received for the sale of the inventory on hand associated with this facility.

In addition, the San Jose wafer fabrication facility was classified as held for sale during the first quarter of fiscal year 2016, but no impairment charge was recorded as the carrying value of the associated assets approximated the fair value, less cost to sell. The fair value of the land, buildings and equipment was determined after consideration of outside appraisals, quoted market prices of similar equipment and offers received. The Company completed the sale of this facility in the second quarter of fiscal year 2016 for approximately $39.0 million resulting in a gain of $3.8 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

During the second quarter of fiscal year 2016, the Company classified the energy metering business, including associated tangible, intangible assets and goodwill, as held for sale but no impairment charge was recorded as the carrying value of the product lines' associated assets approximated or was less than the fair value, less cost to sell. The fair values of the assets were determined after consideration of offers received. During the third quarter of fiscal year 2016, the Company completed the sale of this product line for approximately $105.0 million, resulting in a gain of $58.9 million included in Other operating income (expenses), net in the Condensed Consolidated Statements of Income.

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Restructuring Activities (Notes)

3 Months Ended

Sep. 24, 2016

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING ACTIVITIES

Fiscal year 2017:

During the three months ended September 24, 2016, the Company recorded $10.0 million in “Severance and restructuring expenses” in the Condensed Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure of the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

As the Company plans to close its Dallas, Texas campus, including its WLP manufacturing facility in fiscal year 2017, the Company recorded accelerated depreciation charges of $1.6 million during the three months ended September 24, 2016.

As of September 24, 2016, the Company expects to incur future restructuring costs of $2.7 million related to these restructuring plans.

Fiscal year 2016:

San Jose Fab Shutdown

In October 2014, the Company initiated a plan to shut down its San Jose wafer fabrication facility. The Company reached the decision that it was not economically feasible to maintain this facility, which was used primarily for fab process development and low volume manufacturing, as the Company intended to utilize other resources to complete such activities in the future. This plan included cash charges related to employee severance and non-cash charges related to accelerated depreciation. This plan has been completed, and the shutdown took place in the second quarter of fiscal year 2016.

During the fiscal year ending June 25, 2016, the Company recorded accelerated depreciation charges of $41.6 million, in “Cost of goods sold” and $0.4 million in “Severance and restructuring expenses” in the Consolidated Statements of Income. The sale of the San Jose wafer fabrication facility took place during the second quarter of fiscal year 2016. The cumulative costs recorded in fiscal year 2015 and 2016 to complete this restructuring plan were $100.3 million and no future restructuring costs associated with this plan is expected.

Other Plans

During the fiscal year ending June 25, 2016, the Company recorded $24.0 million in “Severance and restructuring expenses” in the Consolidated Statements of Income related to various restructuring plans designed to reduce costs. These charges were associated with continued reorganization of certain business units and functions and the planned closure of the Dallas wafer level packaging (“WLP”) manufacturing facilities. Multiple job classifications and locations were impacted by these activities.

As the Company plans to close its Dallas, Texas campus, including its WLP manufacturing facility in fiscal year 2017, the Company recorded accelerated depreciation charges of $13.0 million during the fiscal year ending June 25, 2016.

Restructuring Accruals

The Company has accruals for severance and restructuring payments within Accrued salary and related expenses in the accompanying Condensed Consolidated Balance Sheets. The following table summarizes changes in the accruals associated with these restructuring activities during the three months ended September 24, 2016:

	Balance, June 25, 2016		Three Months Ended September 24, 2016								Balance, September 24, 2016
			Charges		Cash Payments			Change in Estimates
	(in thousands)
Severance - All plans (1)	$	7,578	$	10,105	$	(10,100	)	$	(140	)	$	7,443

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

Change in estimate:

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings (loss) per share as presented in the table below.

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands, except per share data)
Operating income (loss), as reported	$	172,073		$	(75,765	)
Operating income (loss), excluding accelerated depreciation expense	173,634			(32,134		)
Effect of change in estimate	$	(1,561	)	$	(43,631	)
Net income (loss), as reported	$	137,614		$	(72,143	)
Net income (loss), excluding accelerated depreciation expense	139,081			(35,415		)
Effect of change in estimate	$	(1,467	)	$	(36,728	)
Basic earnings (loss) per share, as reported	$	0.49		$	(0.25	)
Diluted earnings (loss) per share, as reported	$	0.48		$	(0.25	)
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.49		$	(0.12	)
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.48		$	(0.12	)
Effect of change in estimate - basic earnings (loss) per share	$	—		$	(0.13	)
Effect of change in estimate - diluted earnings (loss) per share	$	—		$	(0.13	)

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Balance Sheet Components (Tables)

3 Months Ended

Sep. 24, 2016

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	September 24, 2016		June 25, 2016
Inventories:	(in thousands)
Raw materials	$	7,164	$	6,505
Work-in-process	143,872		148,762
Finished goods	72,448		72,662
	$	223,484	$	227,929

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consists of:

	September 24, 2016			June 25, 2016
Property, plant and equipment, net:	(in thousands)
Land	$	18,952		$	18,952
Buildings and building improvements	245,836			240,507
Machinery and equipment	1,370,245			1,370,322
	1,635,033			1,629,781
Less: accumulated depreciation	(956,586		)	(937,230		)
	$	678,447		$	692,551

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accrued salary and related expenses consist of:

	September 24, 2016		June 25, 2016
Accrued salary and related expenses:	(in thousands)
Accrued vacation	$	30,040	$	30,753
Accrued bonus	29,303		90,638
Accrued severance and post-employment benefits	14,397		14,230
Accrued salaries	12,085		14,320
Other	25,301		16,757
	$	111,126	$	166,698

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Fair Value Measurements (Tables)

3 Months Ended

Sep. 24, 2016

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 September 24, 2016								As of June 25, 2016
	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)	$	1,626,233	$	—	$	—	$	1,626,233	$	1,658,321	$	—	$	—	$	1,658,321
U.S. treasury bills (2)	—		175,441		—		175,441		—		125,439		—		125,439
Foreign currency forward contracts (3)	—		450		—		450		—		695		—		695
Investment in common stock (3)	—		25,922		—		25,922		—		40,000		—		40,000
Certificates of deposit (1)	—		70		—		70		—		70		—		70
Total Assets	$	1,626,233	$	201,883	$	—	$	1,828,116	$	1,658,321	$	166,204	$	—	$	1,824,525
Liabilities
Foreign currency forward contracts (4)	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327
Total Liabilities	$	—	$	555	$	—	$	555	$	—	$	1,327	$	—	$	1,327

(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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Financial Instruments (Tables)

3 Months Ended

Sep. 24, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Available-for-sale investments [Table Text Block]

Fair values were as follows:

	September 24, 2016								June 25, 2016
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value
	(in thousands)
Available-for-sale investments
U.S. Treasury bills	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439
Total available-for-sale investments	$	175,157	$	284	$	—	$	175,441	$	124,950	$	489	$	—	$	125,439

Schedule of long-term debt [Table Text Block]

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

	September 24, 2016			June 25, 2016
	(in thousands)
2.5% fixed rate notes due November 2018	$	500,000		$	500,000
3.375% fixed rate notes due March 2023	500,000			500,000
Short-term credit agreement	250,000			250,000
Total	1,250,000			1,250,000
Less: Current portion	(249,788		)	(249,717		)
Less: Reduction for unamortized discount and debt issuance costs	(9,527		)	(10,193		)
Total long-term debt	$	990,685		$	990,090

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Stock-Based Compensation (Tables)

3 Months Ended

Sep. 24, 2016

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 tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three months ended September 24, 2016 and September 26, 2015, respectively:

	Three Months Ended
	September 24, 2016								September 26, 2015
	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	$	180	$	1,583	$	484	$	2,247	$	335	$	1,988	$	559	$	2,882
Research and development	222		6,696		1,218		8,136		870		5,874		1,297		8,041
Selling, general and administrative	642		5,476		619		6,737		818		4,626		596		6,040
Pre-tax stock-based compensation expense	$	1,044	$	13,755	$	2,321	$	17,120	$	2,023	$	12,488	$	2,452	$	16,963
Less: income tax effect							3,067								2,762
Net stock-based compensation expense							$	14,053							$	14,201

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 September 24, 2016 and their activity for the three months ended September 24, 2016:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	5,935,079		$	25.11
Options Granted	—		—
Options Exercised	(866,330	)	22.97
Options Cancelled	(200,203	)	27.28
Balance at September 24, 2016	4,868,546		$	25.39	2.9	$	66,785,971
Exercisable, September 24, 2016	2,807,904		$	23.32	2.2	$	44,005,199
Vested and expected to vest, September 24, 2016	4,803,830		$	25.32	2.9	$	65,649,805

(1) Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 24, 2016.

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 the outstanding and expected to vest RSUs and other awards as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	6,620,813
Restricted stock units and other awards granted	1,663,313
Restricted stock units and other awards released	(406,051	)
Restricted stock units and other awards cancelled	(387,698	)
Balance at September 24, 2016	7,490,377		3.0	$	292,456,777
Outstanding and expected to vest, September 24, 2016	6,139,955		2.9	$	239,396,837

(1) Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 24, 2016.

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

The following table summarizes the number of MSUs outstanding and expected to vest as of September 24, 2016 and their activity during the three months ended September 24, 2016:

	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (1)
Balance at June 25, 2016	673,532
Market stock units granted	308,432
Market stock units released	—
Market stock units cancelled	(66,696	)
Balance at September 24, 2016	915,268		3.3	$	35,686,299
Outstanding and expected to vest, September 24, 2016	738,080		3.3	$	28,777,728

(1) Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 24, 2016.

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

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

	ESPP
	Three Months Ended
	September 24, 2016	September 26, 2015
Expected holding period (in years)	0.5	0.5
Risk-free interest rate	0.5%	0.1%
Expected stock price volatility	27.2% - 28.2%	21.8% - 23.8%
Dividend yield	3.5% - 3.6%	3.3% - 3.5%

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Earnings Per Share (Tables)

3 Months Ended

Sep. 24, 2016

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 (loss) per share:

	Three Months Ended
	September 24, 2016		September 26, 2015
	(in thousands, except per share data)
Numerator for basic earnings (loss) per share and diluted earnings (loss) per share
Net income (loss)	$	137,614	$	(72,143	)
Denominator for basic earnings (loss) per share	283,633		284,588
Effect of dilutive securities:
Stock options, ESPP, RSUs, and MSUs	4,941		—
Denominator for diluted earnings (loss) per share	288,574		284,588
Earnings (loss) per share
Basic	$	0.49	$	(0.25	)
Diluted	$	0.48	$	(0.25	)

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Segment Information (Tables)

3 Months Ended

Sep. 24, 2016

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
	September 24, 2016		September 26, 2015
	(in thousands)
United States	$	70,151	$	62,060
China	213,510		224,237
Rest of Asia	174,368		169,934
Europe	89,638		91,903
Rest of World	13,729		14,376
	$	561,396	$	562,510

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

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

	September 24, 2016		June 25, 2016
	(in thousands)
United States	$	417,460	$	423,653
Philippines	139,897		141,569
Rest of World	121,090		127,329
	$	678,447	$	692,551

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Comprehensive Income Loss (Tables)

3 Months Ended

Sep. 24, 2016

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 three months ended September 24, 2016 and September 26, 2015 were as follows:

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities			Total
June 25, 2016	$	(6,280	)	$	(6,800	)	$	(1,136	)	$	(492	)	$	489		$	(14,219	)
Other comprehensive income (loss) before reclassifications	—			—			—			448			4,245			4,693
Amounts reclassified out of accumulated other comprehensive loss (income)	—			7,652			—			60			—			7,712
Tax effects	—			(2,805		)	—			(122		)	(1,633		)	(4,560		)
Other comprehensive income (loss)	—			4,847			—			386			2,612			7,845
September 24, 2016	$	(6,280	)	$	(1,953	)	$	(1,136	)	$	(106	)	$	3,101		$	(6,374	)

(in thousands)	Unrealized Gains and Losses on Intercompany Receivables			Unrealized Gains and Losses on Post-Retirement Benefits			Cumulative Translation Adjustment			Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-For-Sale Securities		Total
June 27, 2015	$	(6,280	)	$	(10,004	)	$	(1,136	)	$	53		$	133	$	(17,234	)
Other comprehensive income (loss) before reclassifications	—			—			—			(382		)	76		(306		)
Amounts reclassified out of accumulated other comprehensive loss (income)	—			252			—			(424		)	—		(172		)
Tax effects	—			(80		)	—			192			—		112
Other comprehensive income (loss)	—			172			—			(614		)	76		(366		)
September 26, 2015	$	(6,280	)	$	(9,832	)	$	(1,136	)	$	(561	)	$	209	$	(17,600	)

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Commitments and Contingencies (Tables)

3 Months Ended

Sep. 24, 2016

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The changes in the Company’s aggregate product warranty liabilities for the three months ended September 24, 2016 and September 26, 2015 were as follows:

	Three Months Ended
	September 24, 2016			September 26, 2015
Product warranty liability	(in thousands)
Beginning balance	8,606			$	13,436
Accruals for warranties	1,018			913
Payments	(130		)	—
Changes in estimate	111			(20		)
Ending balance	$	9,605		$	14,329
Less: Current portion	9,605			10,029
Non-current portion	$	—		$	4,300

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Sep. 24, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

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

The useful lives of amortizable intangible assets are as follows:

Asset	Life
Intellectual property	1-10 years
Customer relationships	3-10 years
Trade name	1-4 years
Patents	5 years

Schedule of intangible assets [Table Text Block]

Intangible assets consisted of the following:

	September 24, 2016						June 25, 2016
	Original Cost		Accumulated Amortization		Net		Original Cost		Accumulated Amortization		Net
	(in thousands)
Intellectual property	$	451,885	$	343,922	$	107,963	$	420,285	$	331,321	$	88,964
Customer relationships	115,634		94,657		20,977		115,634		92,744		22,890
Trade name	8,500		6,886		1,614		8,500		6,486		2,014
Patents	2,500		1,558		942		2,500		1,428		1,072
Total amortizable purchased intangible assets	578,519		447,023		131,496		546,919		431,979		114,940
IPR&D	—		—		—		31,600		—		31,600
Total purchased intangible assets	$	578,519	$	447,023	$	131,496	$	578,519	$	431,979	$	146,540

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
	September 24, 2016		September 26, 2015
	(in thousands)
Cost of goods sold	$	12,602	$	16,638
Intangible asset amortization	2,443		3,591
Total intangible asset amortization expenses	$	15,045	$	20,229

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

The following table represents the estimated future amortization expense of intangible assets as of September 24, 2016:

Fiscal Year	Amount
	(in thousands)
Remaining nine months of 2017	$	40,629
2018	48,146
2019	19,861
2020	9,942
2021	8,154
2022	2,563
Thereafter	2,201
Total intangible assets	$	131,496

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Restructuring Activities (Tables)

3 Months Ended

Sep. 24, 2016

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

The Company has accruals for severance and restructuring payments within Accrued salary and related expenses in the accompanying Condensed Consolidated Balance Sheets. The following table summarizes changes in the accruals associated with these restructuring activities during the three months ended September 24, 2016:

	Balance, June 25, 2016		Three Months Ended September 24, 2016								Balance, September 24, 2016
			Charges		Cash Payments			Change in Estimates
	(in thousands)
Severance - All plans (1)	$	7,578	$	10,105	$	(10,100	)	$	(140	)	$	7,443

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

Schedule of Change in Accounting Estimate [Table Text Block]

Due to the above mentioned restructuring activities, the Company recorded accelerated depreciation resulting from the change in estimated useful lives of certain long lived assets included in restructuring plans. In all periods that accelerated depreciation expense was recorded, this resulted in additional expense and therefore impacted operating income (loss), net income (loss) and earnings (loss) per share as presented in the table below.

	Three Months Ended
	September 24, 2016			September 26, 2015
	(in thousands, except per share data)
Operating income (loss), as reported	$	172,073		$	(75,765	)
Operating income (loss), excluding accelerated depreciation expense	173,634			(32,134		)
Effect of change in estimate	$	(1,561	)	$	(43,631	)
Net income (loss), as reported	$	137,614		$	(72,143	)
Net income (loss), excluding accelerated depreciation expense	139,081			(35,415		)
Effect of change in estimate	$	(1,467	)	$	(36,728	)
Basic earnings (loss) per share, as reported	$	0.49		$	(0.25	)
Diluted earnings (loss) per share, as reported	$	0.48		$	(0.25	)
Basic earnings (loss) per share, excluding accelerated depreciation expense	$	0.49		$	(0.12	)
Diluted earnings (loss) per share, excluding accelerated depreciation expense	$	0.48		$	(0.12	)
Effect of change in estimate - basic earnings (loss) per share	$	—		$	(0.13	)
Effect of change in estimate - diluted earnings (loss) per share	$	—		$	(0.13	)

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Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
New Accounting Pronouncement, Early Adoption [Line Items]
Discrete income tax benefit generated by the settlement of share-based awards	$ 3,300
Cash flow from operating activities operating activities	123,402	$ 117,339
Cash flow from financing activities	(136,631)	$ (118,687)
ASU 2016-09 [Member] | Effect of Early Adoption of New Accounting Pronouncement [Member]
New Accounting Pronouncement, Early Adoption [Line Items]
Discrete income tax benefit generated by the settlement of share-based awards	3,300
Cash flow from operating activities operating activities	3,300
Cash flow from financing activities	(3,300)
Retained Earnings [Member] | ASU 2016-09 [Member] | Effect of Early Adoption of New Accounting Pronouncement [Member]
New Accounting Pronouncement, Early Adoption [Line Items]
Cumulative-effect adjustment	$ 1,400

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Balance Sheet Components (Details) - USD ($) $ in Thousands	Sep. 24, 2016	Jun. 25, 2016
Inventories:
Raw materials	$ 7,164	$ 6,505
Work-in-process	143,872	148,762
Finished goods	72,448	72,662
Inventory, net	223,484	227,929
Property, plant and equipment:
Land	18,952	18,952
Buildings and building improvements	245,836	240,507
Machinery and equipment	1,370,245	1,370,322
Property, plant and equipment, gross	1,635,033	1,629,781
Less: accumulated depreciation and amortization	(956,586)	(937,230)
Property, plant and equipment, net	678,447	692,551
Employee-related Liabilities, Current [Abstract]
Accrued Vacation	30,040	30,753
Accrued Bonuses	29,303	90,638
Accrued severance and post-employment benefits	14,397	14,230
Accrued Salaries	12,085	14,320
Other	25,301	16,757
Accrued salary and related expenses	$ 111,126	$ 166,698

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Fair Value Measurements (Details) - USD ($) $ in Thousands		3 Months Ended
		Sep. 24, 2016	Jun. 25, 2016	Sep. 26, 2015	Jun. 27, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents		$ 2,092,073	$ 2,105,229	$ 1,508,347	$ 1,550,965
Available-for-sale Securities		175,441	125,439
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis		0
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		70
Total Assets		1,828,116	1,824,525
Total Liabilities		555	1,327
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		1,626,233	1,658,321
Total Liabilities		0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		201,883	166,204
Total Liabilities		555	1,327
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets		0	0
Total Liabilities		0	0
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	1,626,233	1,658,321
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	1,626,233	1,658,321
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	0	0
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	0	0
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	175,441	125,439
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	0	0
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	175,441	125,439
US Treasury Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available-for-sale Securities	[2]	0	0
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	450	695
Foreign currency forward contracts	[4]	555	1,327
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	0	0
Foreign currency forward contracts	[4]	0	0
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	450	695
Foreign currency forward contracts	[4]	555	1,327
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts	[3]	0	0
Foreign currency forward contracts	[4]	0	0
Common Stock [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		25,922	40,000
Common Stock [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		0	0
Common Stock [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		25,922	40,000
Common Stock [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		0	0
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts			70
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		0	0
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		70	70
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency forward contracts		$ 0	$ 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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Financial Instruments, Short-term Investments (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 24, 2016	Jun. 27, 2015	Jun. 25, 2016
Available-for-sale Securities [Abstract]
Amortized Cost	$ 175,157,000		$ 124,950,000
Gross Unrealized Gain	284,000		489,000
Gross Unrealized Loss	0		0
Estimated Fair Value	175,441,000		125,439,000
US Treasury Bills [Member]
Available-for-sale Securities [Abstract]
Amortized Cost	175,157,000		124,950,000
Gross Unrealized Gain	284,000		489,000
Gross Unrealized Loss	0		0
Estimated Fair Value	175,441,000		$ 125,439,000
Short-Term Investment [Member]
Schedule of Available-for-sale Securities [Line Items]
Impairment charges	$ 0	$ 0

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Financial Instruments Financial Instruments, Securities Received as Consideration (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015	Jun. 25, 2016	Mar. 26, 2016
Investment [Line Items]
Shares received as consideration	$ 175,157		$ 124,950
Proceeds from sale of shares	24,540	$ 0
Estimated Fair Value	175,441		125,439
Gross Unrealized Gain	284		$ 489
Common Stock [Member]
Investment [Line Items]
Shares received as consideration				$ 40,000
Proceeds from sale of shares	24,500
Estimated Fair Value	25,900
Gross Unrealized Gain	5,400
Gain realized upon sale of shares, payable	$ 6,000

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Financial Instruments, Balance Sheet Location (Details) - USD ($) $ in Millions	Sep. 24, 2016	Jun. 25, 2016
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	$ 55.4	$ 68.0
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	2.3	2.6
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	25.8	25.4
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	$ 17.0	$ 24.6

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Financial Instruments, Long-term Debt (Details) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 24, 2016	Sep. 26, 2015	Jun. 25, 2016	Dec. 28, 2013	Mar. 30, 2013
Debt Instrument [Line Items]
Long-term debt	$ 1,250,000,000		$ 1,250,000,000
Short-term Debt, Fair Value	250,000,000		250,000,000
Long-term debt, current portion	(249,788,000)		(249,717,000)
Debt Issuance Cost	(9,527,000)	$ (10,193,000)
Long-term debt, excluding current portion	990,685,000		$ 990,090,000
Stated interest rate of the notes			1.69%
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed			101.00%
Interest expense relating to the Notes	9,100,000	7,300,000
Estimated fair value of long-term debt	1,028,000,000
Interest Expense	9,800,000	$ 8,200,000
Fixed Rate Note Due November 2018 at 2 Point 50 Percent [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000,000		$ 500,000,000	$ 500,000,000
Stated interest rate of the notes	2.50%			2.50%
Effective interest rate of the Notes				2.60%
Net Proceeds From Issuance of Long Term Debt 4				$ 494,500,000
Fixed Rate Note Due March 2023 at 3 Point 375 Percent [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000,000		$ 500,000,000		$ 500,000,000
Stated interest rate of the notes	3.375%				3.375%
Effective interest rate of the Notes					3.50%
Net Proceeds From Issuance of Long Term Debt 4					$ 490,000,000

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Financial Instruments Financial Instruments, Credit Facility (Details)	3 Months Ended	12 Months Ended
	Sep. 24, 2016 USD ($)	Jun. 25, 2016 USD ($)
Debt Instrument [Line Items]
Short-term Debt, Fair Value	$ 250,000,000	$ 250,000,000
Short-term Debt	249,788,000	$ 249,717,000
Stated interest rate of the notes		1.69%
Unsecured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 350,000,000
Debt Instrument, Covenant Requirement, Ratio of Debt to EBITDA	3	3
Debt Instrument, Convenant Requirement, minimum interest coverage ratio	3.5	3.5

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 17,120	$ 16,963
Less: Income tax effect	3,067	2,762
Net stock-based compensation expense	14,053	14,201
Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,247	2,882
Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	8,136	8,041
General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	6,737	6,040
Stock options [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,044	2,023
Stock options [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	180	335
Stock options [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	222	870
Stock options [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	642	818
Restricted stock units [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	13,755	12,488
Restricted stock units [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,583	1,988
Restricted stock units [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	6,696	5,874
Restricted stock units [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	5,476	4,626
ESP Plan [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	2,321	2,452
ESP Plan [Member] | Cost of Sales [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	484	559
ESP Plan [Member] | Research and Development Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	1,218	1,297
ESP Plan [Member] | General and Administrative Expense [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	619	596
Market stock units [Member]
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Allocated Share-based Compensation Expense	$ 600	$ 500

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Stock-Based Compensation, Fair Value of Options (Details)	3 Months Ended
	Sep. 24, 2016 $ / shares
Stock options [Member]
Weighted-average Assumptions Used for Fair Value of Award Granted [Abstract]
Options granted, weighted average fair value of stock options (per share)	$ 0.00

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Stock-Based Compensation, Stock Option Plans (Details) - Stock options [Member]	3 Months Ended
	Sep. 24, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning	5,935,079
Options Granted	0
Options Exercised	(866,330)
Options Cancelled	(200,203)
Options outstanding, ending	4,868,546
Options exercisable, number of shares	2,807,904
Options vested and expected to vest, number of shares	4,803,830
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Options outstanding, weighted average exercise price, beginning (per share) | $ / shares	$ 25.11
Options granted, weighted average exercise price (per share) | $ / shares	0.00
Options exercised, weighted average exercise price (per share) | $ / shares	22.97
Options cancelled, weighted average exercise price (per share) | $ / shares	27.28
Options outstanding, weighted average exercise price, ending (per share) | $ / shares	25.39
Options exercisable, weighted average exercise price (per share) | $ / shares	23.32
Options vested and expected to vest, weighted average exercise price (per share) | $ / shares	$ 25.32
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, weighted average remaining contractual term (in years)	2 years 10 months 24 days
Options exercisable, weighted average remaining contractual term (in years)	2 years 2 months 12 days
Options vested and expected to vest, weighted average remaining contractual term (in years)	2 years 10 months 24 days
Options outstanding, aggregate intrinsic value | $	$ 66,785,971	[1]
Options exercisable, aggregate intrinsic value | $	44,005,199	[1]
Options vested and expected to vest, aggregate intrinsic value | $	65,649,805	[1]
Unrecognized compensation costs related to unvested units | $	$ 4,900,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	2,100,000
Weighted average period of recognition for unrecognized compensation costs (in years)	1 year 1 month 6 days

[1] (1)Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 24, 2016.

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Stock-Based Compensation, Restricted Stock Units (Details) - Restricted stock units [Member] - USD ($)		3 Months Ended
		Sep. 24, 2016	Sep. 26, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value (per share)		$ 35.97	$ 28.28
Outstanding and expected to vest RSUs [Roll Forward]
Outstanding, beginning		6,620,813
Granted		1,663,313
Released		(406,051)
Cancelled		(387,698)
Outstanding, ending		7,490,377
Expected to vest, number of shares		6,139,955
Outstanding, weighted average remaining contractual term (in years)		3 years
Restricted stock units vested and expected to vest, weighted average remaining contractual term 1		2 years 10 months 24 days
Outstanding, aggregate intrinsic value	[1]	$ 292,456,777
Restricted stock units expected to vest, aggregate intrinsic value	[1]	239,396,837
Value of restricted stock unit shares withheld for withholding tax		5,200,000
Unrecognized compensation costs related to unvested units		$ 169,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		7,500,000
Weighted average period of recognition for unrecognized compensation costs (in years)		3 years

[1] (1)Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 24, 2016.

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Stock-Based Compensation Stock Based Compensation, Market Stock Units (Details) - Market Stock Units [Member] - USD ($)		3 Months Ended
		Sep. 24, 2016	Sep. 26, 2015
Outstanding and expected to vest MSUs [Roll Forward]
Weighted average grant date fair value (per share)		$ 37.29	$ 29.64
Outstanding, beginning		673,532
Granted		308,432
Released		0
Cancelled		(66,696)
Outstanding, ending		915,268
Expected to vest, number of shares		738,080
Outstanding, weighted average remaining contractual term (in years)		3 years 3 months 18 days
Outstanding and expected to Vest, weighted average remaining contractual term 3		3 years 3 months 18 days
Outstanding, aggregate intrinsic value	[1]	$ 35,686,299
Outstanding and expected to vest, aggregate intrinsic value	[1]	28,777,728
Unrecognized compensation costs related to unvested units		$ 21,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		900,000
Weighted average period of recognition for unrecognized compensation costs (in years)		3 years 3 months 18 days

[1] (1)Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on September 23, 2016, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of September 24, 2016.

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Stock-Based Compensation, Employee Stock Purchase Plan (Details) - ESP Plan [Member] - USD ($) $ in Millions	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
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
Unrecognized compensation costs related to unvested units	$ 3.1	$ 3.1
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.50%	0.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	27.20%	21.80%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.50%	3.30%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	28.20%	23.80%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	3.60%	3.50%

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Numerator for basic earnings per share and diluted earnings per share
Net income	$ 137,614	$ (72,143)
Denominator for basic earnings per share	283,633	284,588
Effect of dilutive securities
Stock options, ESPP and RSUs	4,941	0
Denominator for diluted earnings per share	288,574	284,588
Earnings per share, Basic (per share)	$ 0.49	$ (0.25)
Earnings per share, Diluted (per share)	$ 0.48	$ (0.25)
Antidilutive securities excluded from computation of earnings per share	0	5,700

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Segment Information (Details) $ in Thousands	3 Months Ended
	Sep. 24, 2016 USD ($)	Jun. 25, 2016 USD ($) customers	Sep. 26, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of Reportable Segments | customers		1
Revenues	$ 561,396		$ 562,510
Long-lived assets	678,447	$ 692,551
United States [Member]
Segment Reporting Information [Line Items]
Revenues	70,151		62,060
Long-lived assets	417,460	423,653
China [Member]
Segment Reporting Information [Line Items]
Revenues	213,510		224,237
Rest of Asia [Member]
Segment Reporting Information [Line Items]
Revenues	174,368		169,934
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	89,638		91,903
Philippines [Member]
Segment Reporting Information [Line Items]
Long-lived assets	139,897	141,569
Rest of World [Member]
Segment Reporting Information [Line Items]
Revenues	13,729		$ 14,376
Long-lived assets	$ 121,090	$ 127,329

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Comprehensive Income Loss Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (14,219)	$ (17,234)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	4,693	(306)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	7,712	(172)
Other Comprehensive Income (Loss), Tax	(4,560)	112
Other Comprehensive Income (Loss), Net of Tax	7,845	(366)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,374)	(17,600)
Unrealized Holding Gains (Losses) on Intercompany Receivables [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,280)	(6,280)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0	0
Other Comprehensive Income (Loss), Tax	0	0
Other Comprehensive Income (Loss), Net of Tax	0	0
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,280)	(6,280)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(6,800)	(10,004)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	7,652	252
Other Comprehensive Income (Loss), Tax	(2,805)	(80)
Other Comprehensive Income (Loss), Net of Tax	4,847	172
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,953)	(9,832)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,136)	(1,136)
Other Comprehensive Income (Loss), before Reclassifications, before Tax	0	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0	0
Other Comprehensive Income (Loss), Tax	0	0
Other Comprehensive Income (Loss), Net of Tax	0	0
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,136)	(1,136)
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	(492)	53
Other Comprehensive Income (Loss), before Reclassifications, before Tax	448	(382)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	60	(424)
Other Comprehensive Income (Loss), Tax	(122)	192
Other Comprehensive Income (Loss), Net of Tax	386	(614)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(106)	(561)
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	489	133
Other Comprehensive Income (Loss), before Reclassifications, before Tax	4,245	76
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0	0
Other Comprehensive Income (Loss), Tax	(1,633)	0
Other Comprehensive Income (Loss), Net of Tax	2,612	76
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 3,101	$ 209

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 27,589	$ (10,024)
Effective Income Tax Rate Reconciliation, Percent	16.70%	12.20%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%
Discrete income tax benefit generated by the settlement of share-based awards	$ 3,300

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Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Product Warranty Accrual	$ 8,606	$ 13,436
Product Warranty Accrual, Warranties Issued	1,018	913
Product Warranty Accrual, Payments	(130)	0
Product Warranty Accrual, Preexisting, Increase (Decrease)	111	(20)
Product Warranty Accrual	9,605	14,329
Product Warranty Accrual, Current	9,605	10,029
Product Warranty Accrual, Noncurrent	$ 0	$ 4,300

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Common Stock Repurchases (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Sep. 24, 2016	Jul. 31, 2013
Common Stock Repurchases [Abstract]
Stock repurchase program, authorized amount		$ 1,000.0
Shares of common stock repurchased	1.5
Value of common stock repurchased	$ 57.7
Stock repurchase program, remaining authorized amount	$ 272.0

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Goodwill and Intangible Assets, Goodwill (Details) $ in Thousands	3 Months Ended
	Sep. 24, 2016 USD ($)
Goodwill [Line Items]
Goodwill, Written off Related to Sale of Business Unit	$ 20,400

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Goodwill and Intangible Assets Useful Lives of Amortizable Intangible Assets (Details)	3 Months Ended
	Sep. 24, 2016
Intellectual property [Member] | Minimum [Member]
Amortizable intangible assets, useful life, minimum (in years)	1 year
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)	3 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)	1 year
Tradename [Member] | Maximum [Member]
Amortizable intangible assets, useful life, minimum (in years)	4 years
Patents [Member]
Amortizable intangible assets, useful life, minimum (in years)	5 years

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Goodwill and Intangible Assets, Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015	Jun. 25, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	$ 578,519		$ 546,919
Accumulated Amortization	447,023		431,979
Net	131,496		114,940
Intangible Assets, Gross	578,519		578,519
Total purchased intangible assets	131,496		146,540
Cost of goods sold, amortization	12,602	$ 16,638
Amortization of Intangible Assets	2,443	3,591
Intangible Asset Amortization Expense	15,045	$ 20,229
Future amortization expense [Abstract]
Remaining three months of 2017	40,629
2018	48,146
2019	19,861
2020	9,942
2021	8,154
2022	2,563
Thereafter	2,201
Net	131,496		114,940
Intellectual property [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	451,885		420,285
Accumulated Amortization	343,922		331,321
Net	107,963		88,964
Future amortization expense [Abstract]
Net	107,963		88,964
Customer relationships [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	115,634		115,634
Accumulated Amortization	94,657		92,744
Net	20,977		22,890
Future amortization expense [Abstract]
Net	20,977		22,890
Tradename [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Original Cost	8,500		8,500
Accumulated Amortization	6,886		6,486
Net	1,614		2,014
Future amortization expense [Abstract]
Net	$ 1,614		2,014
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
Accumulated Amortization	1,558		1,428
Net	942		1,072
Future amortization expense [Abstract]
Net	942		1,072
In Process Research and Development [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
IPR&D	$ 0		$ 31,600

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Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 24, 2016	Dec. 26, 2015	Sep. 26, 2015	Jun. 25, 2016
Long Lived Assets Held-for-sale [Line Items]
Asset Impairment Charges	$ 6,100			$ 160,582
Impairment of Long-Lived Assets to be Disposed of	6,134		$ 157,697
Proceeds from Sale of Other Property, Plant, and Equipment	25,922		0
Gain (Loss) on Disposition of Property Plant Equipment	(652)		1,346
Gain (Loss) on Disposition of Business	26,620		$ 0
MEMS [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment	42,200
Gain (Loss) on Disposition of Property Plant Equipment	26,600
wafter manufacturing fab [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment	30,000
Gain (Loss) on Disposition of Property Plant Equipment	1,600
Inventory on hand [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment	10,000
San Jose Wafer Fab [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from Sale of Other Property, Plant, and Equipment		$ 39,000
Gain (Loss) on Disposition of Property Plant Equipment		$ 3,800
Energy Metering Business [Member]
Long Lived Assets Held-for-sale [Line Items]
Gain (Loss) on Disposition of Business	$ 58,900

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Restructuring Activities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 24, 2016		Jun. 25, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost	$ 2,700
San Jose Fab Shutdown Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Cost Incurred to Date			$ 100,300
Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	7,578
Severance and restructuring expenses	10,105
Payments for Restructuring	(10,100)
Restructuring Reserve, Accrual Adjustment	(140)
Restructuring Reserve	7,443	[1]	7,578
WLP Accelerated Depreciation [Member]
Restructuring Reserve [Roll Forward]
Severance and restructuring expenses	1,600
WLP Accelerated Depreciation [Member] | Other Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Severance and restructuring expenses			13,000
Accelerated Depreciation [Member] | San Jose Fab Shutdown Plan [Member]
Restructuring Reserve [Roll Forward]
Severance and restructuring expenses			41,600
Employee Severance [Member] | San Jose Fab Shutdown Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charge, Charges and Change in Estimates			400
Employee Severance [Member] | Other Restructuring Plans [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charge, Charges and Change in Estimates	$ 10,000		$ 24,000

[1] Charges and change in estimates are included in Severance and restructuring expenses in the accompanying Condensed Consolidated Statements of Income.

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Restructuring Activities Change in Estimate (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 24, 2016	Sep. 26, 2015
Change in Accounting Estimate [Line Items]
Operating Income (Loss)	$ 172,073	$ (75,765)
Net income	$ 137,614	$ (72,143)
Basic (per share)	$ 0.49	$ (0.25)
Diluted (per share)	$ 0.48	$ (0.25)
Service Life [Member]
Change in Accounting Estimate [Line Items]
Operating Income (Loss)	$ (1,561)	$ (43,631)
Operating Income (Loss), Excluding Accelerated Depreciation Expense	173,634	(32,134)
Net income	(1,467)	(36,728)
Net Income (Loss), Excluding Accelerated Depreciation Expense	$ 139,081	$ (35,415)
Basic (per share)	$ 0.49	$ (0.12)
Diluted (per share)	0.48	(0.12)
Decrease in basic earnings per share	0.00	(0.13)
Decrease in Diluted Earnings Per Share	$ 0.00	$ (0.13)