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our development of technologies and research and development investments;
−Removed: the impact of the COVID-19 pandemic on our business, financial condition and results of operations;
our future market position and expected competitive changes in the marketplace for our products;
+Added: the anticipated result of litigation matters;
our plans to pay dividends or repurchase stock;
servicing our outstanding debt;
+Added: our plans to borrow under our Revolving Credit Agreement and planned use of proceeds from such borrowing;
our expected tax rate;
5 unchanged sentences
and other characterizations of future events or circumstances are forward-looking statements.
−Removed: Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in Part II, Item 1A.
−Removed: “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
−Removed: Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
−Removed: We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this report, except to the extent required by law.
−Removed: Impact of COVID-19 on our Business
−Removed: The pandemic caused by the novel strain of the coronavirus (COVID-19) and the numerous measures implemented by government authorities in response, have impacted and likely will continue to impact our workforce and operations, the operations of our customers and those of our respective vendors and suppliers.
−Removed: We have significant operations worldwide, including in the United States, the Philippines, Ireland, Malaysia, Thailand, China and India.
−Removed: Each of these countries has been affected by the pandemic and taken measures to try to contain it, resulting in disruptions at some of our manufacturing operations and facilities.
−Removed: The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, modifying employee work locations and cancelling physical participation in meetings, events and conferences) and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and shareholders.
−Removed: While we are confident that our strategy and long-term contingency planning have positioned us well to weather the current uncertainty, we cannot at this time fully quantify or forecast the impact of COVID-19 on our business.
−Removed: The full extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations will depend on future developments, which are highly uncertain such as the continued duration and severity of the pandemic, the spread of more contagious variants of the virus, the adoption rate of vaccines, the actions to contain the virus or treat its impact, or how quickly and to what extent normal economic and operating conditions can resume.
−Removed: Acquisition of Maxim Integrated Products, Inc.
−Removed: On August 26, 2021 (Acquisition Date), we completed the acquisition of Maxim Integrated Products, Inc.
−Removed: (Maxim), an independent manufacturer of innovative analog and mixed-signal products and technologies.
−Removed: The acquisition of Maxim is referred to as the Acquisition.
−Removed: The consolidated financial statements included in this Quarterly Report on Form 10-Q include the financial results of Maxim prospectively from the Acquisition Date.
−Removed: See Note 14, Acquisitions , in the Notes to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
+Added: Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.
+Added: Important factors that could cause actual results to differ materially from those in these forward-looking statements include the risk factors included in Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for fiscal 2022 and, if applicable, those included under Part II, Item 1A of this Quarterly Report on Form 10-Q.
Results of Operations
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Three Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change
−Removed: Revenue $ 3,109,880 $ 1,758,853 $ 1,351,027 77 %
−Removed: Gross margin % 65.7 % 69.4 %
−Removed: Net income $ 748,985 $ 503,311 $ 245,674 49 %
−Removed: Net income as a % of revenue 24.1 % 28.6 %
−Removed: Diluted EPS $ 1.44 $ 1.35 $ 0.09 7 %
−Removed: Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change
+Added: January 28, 2023 January 29, 2022 $ Change % Change
Revenue $ 3,249,630 $ 2,684,293 $ 565,337 21 %
10 unchanged sentences
Three Months Ended
−Removed: July 30, 2022 July 31, 2021
+Added: January 28, 2023 January 29, 2022
Revenue* Y/Y% Revenue % of
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Total revenue $ 3,249,630 100 % 21 % $ 2,684,293 100 %
−Removed: Nine Months Ended
−Removed: July 30, 2022 July 31, 2021
−Removed: Revenue* Y/Y% Revenue % of
−Removed: Industrial $ 4,402,912 50 % 55 % $ 2,841,665 57 %
−Removed: Communications 1,376,182 16 % 62 % 850,153 17 %
−Removed: Automotive 1,844,017 21 % 132 % 794,739 16 %
−Removed: Consumer 1,143,126 13 % 132 % 492,161 10 %
−Removed: Total revenue $ 8,766,237 100 % 76 % $ 4,978,718 100 %
* The sum of the individual percentages may not equal the total due to rounding.
−Removed: Revenue increased 77% and 76% in the three- and nine-month periods ended July 30, 2022, respectively, as compared to the same periods of the prior fiscal year, with the Acquisition contributing approximately 70% of those increases.
−Removed: From an end market perspective, revenue increased in the three- and nine-month periods ended July 30, 2022, as compared to the same periods of the prior fiscal year, primarily as a result of the Acquisition and higher demand for our products across all end markets.
+Added: Revenue increased 21% in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, primarily as a result of broad-based demand for our products sold into the Industrial, Automotive and Communications end markets, partially offset by a decrease in revenue in the Consumer end market primarily due to weakening market trends.
Revenue by Sales Channel
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Distributors are customers that buy products with the intention of reselling them.
−Removed: Direct customers are non-distributor customers and consist primarily of original equipment manufacturers (OEMs).
+Added: Direct customers are non-distributor customers and consist primarily of original equipment manufacturers.
Other customers include the U.S.
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Three Months Ended
−Removed: July 30, 2022 July 31, 2021
−Removed: Revenue % of Revenue* Revenue % of Revenue*
−Removed: Distributors $ 1,922,982 62 % $ 1,123,301 64 %
−Removed: Direct customers 1,146,538 37 % 588,001 33 %
−Removed: Other 40,360 1 % 47,551 3 %
−Removed: Total revenue $ 3,109,880 100 % $ 1,758,853 100 %
−Removed: Nine Months Ended
−Removed: July 30, 2022 July 31, 2021
+Added: January 28, 2023 January 29, 2022
Revenue % of Revenue* Revenue % of Revenue*
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As indicated in the table above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end customer demand.
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
Gross margin $ 2,124,341 $ 1,401,997 $ 722,344 52 %
Gross margin % 65.4 % 52.2 %
−Removed: Gross margin percentage decreased by 370 and 690 basis points in the three- and nine-month periods ended July 30, 2022, respectively, as compared to the same periods of the prior fiscal year.
−Removed: In the three-month period ended July 30, 2022, this decrease was primarily as a result of additional cost of goods sold related to the Acquisition, including $214.2 million related to amortization expense of intangible assets.
−Removed: In the nine-month period ended July 30, 2022, this decrease was primarily as a result of additional cost of goods sold related to the Acquisition, including $642.8 million related to amortization expense of intangible assets and $271.4 million related to the nonrecurring fair value adjustment recorded to inventory.
−Removed: The unfavorable impact of these increases in cost of sales on gross margin percent was partially offset by favorable product mix, synergies related to the Acquisition and higher utilization of our factories due to increased customer demand.
+Added: Gross margin percentage increased by 1,320 basis points in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year primarily as a result of additional cost of goods sold of $271.4 million related to a nonrecurring fair value adjustment recorded to inventory as a result of the acquisition of Maxim Integrated Products, Inc.
+Added: (Maxim) included in the three-month period ended January 29, 2022.
+Added: The remainder of the increase primarily related to favorable product mix and synergies related to the acquisition of Maxim.
Research and Development (R&D)
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
R&D expenses $ 414,095 $ 426,780 $ (12,685) (3) %
R&D expenses as a % of revenue 13 % 16 %
−Removed: R&D expenses increased in the three- and nine-month periods ended July 30, 2022, as compared to the same periods of the prior fiscal year, primarily as a result of the Acquisition.
+Added: R&D expenses decreased in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, primarily as a result of lower salary and benefit expenses and lower discretionary spending, partially offset by higher R&D employee-related variable compensation expenses.
R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth.
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Selling, Marketing, General and Administrative (SMG&A)
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
SMG&A expenses $ 326,284 $ 297,365 $ 28,919 10 %
SMG&A expenses as a % of revenue 10 % 11 %
−Removed: SMG&A expenses increased in the three- and nine-month periods ended July 30, 2022, as compared to the same periods of the prior fiscal year, primarily as a result of the Acquisition as well as higher variable compensation expenses and salary and benefit expenses, partially offset by lower acquisition-related transaction costs.
+Added: SMG&A expenses increased in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, primarily as a result of higher variable compensation expenses, salary and benefit expenses and discretionary spending, partially offset by lower acquisition-related transaction costs.
Amortization of Intangibles
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
Amortization expenses $ 253,142 $ 253,367 $ (225) — %
Amortization expenses as a % of revenue 8 % 9 %
−Removed: Amortization expenses increased in the three- and nine-month periods ended July 30, 2022, as compared to the same periods of the prior fiscal year, primarily as a result of amortization expense of intangible assets recorded as a result of the Acquisition.
+Added: Amortization expenses were relatively flat in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year.
Special Charges, Net
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
−Removed: Special charges, net $ 138,201 $ (8,938) $ 147,139 n/a $ 244,603 $ (8,189) $ 252,792 n/a
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
+Added: Special charges, net $ — $ 59,728 $ (59,728) n/a
Special charges, net as a % of revenue — % 2 %
−Removed: Special charges, net increased in the three- and nine-month periods ended July 30, 2022, as compared to the same periods of the prior fiscal year, primarily as a result of charges recorded as part of the integration of the Acquisition and continued organizational initiatives to better align our global workforce with our long-term strategic plan.
−Removed: During the third quarter of fiscal 2022, we transitioned our engineering, sales, marketing and administrative activities from a leased property in Santa Clara, California to an owned property in San Jose, California.
−Removed: As a result, we entered into a sublease agreement for a portion of the leased property and recorded an impairment charge of $91.9 million in the third quarter of fiscal 2022 related to the associated asset group.
−Removed: The remaining charges were for severance and benefit costs as well as charges recorded from the acceleration of equity awards in connection with the termination of certain employees in manufacturing, engineering and SMG&A roles at sites assumed related to the Acquisition and various locations throughout the world.
+Added: Special charges, net decreased in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, primarily as a result of charges recorded in the first quarter of fiscal 2022 as part of the integration of Maxim and continued organizational initiatives to better align our global workforce with our long-term strategic plan.
Operating Income
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
Operating income $ 1,130,820 $ 364,757 $ 766,063 210 %
Operating income as a % of revenue 34.8 % 13.6 %
−Removed: The year-over-year increase in operating income in the three-month period ended July 30, 2022 was primarily the result of an increase in revenue of $1,351.0 million, which contributed to an increase in gross margin of $822.0 million, offset by increases of $147.1 million in special charges, net, $145.1 million in amortization expenses, $125.2 million in R&D expenses and $120.9 million in SMG&A expenses, as described above under the headings Revenue Trends by End Market, Gross Margin, Special Charges, Net, Amortization of Intangibles, Research and Development (R&D) and Selling, Marketing, General and Administrative (SMG&A).
−Removed: The year-over-year increase in operating income in the nine-month period ended July 30, 2022 was primarily the result of an increase in revenue of $3,787.5 million, which contributed to an increase in gross margin of $1,986.5 million, offset by increases of $436.5 million in amortization expenses, $382.5 million in R&D expenses, $331.7 million in SMG&A expenses and $252.8 million in special charges, net, as described above under the headings Revenue Trends by End Market, Gross Margin, Amortization of Intangibles, Research and Development (R&D), Selling, Marketing, General and Administrative (SMG&A) and Special Charges, Net.
+Added: The year-over-year increase in operating income in the three-month period ended January 28, 2023 was primarily the result of an increase in revenue of $565.3 million, which contributed to an increase in gross margin of $722.3 million, and decreases of $59.7 million in special charges, net and $12.7 million in R&D expenses, offset by an increase of $28.9 million in SMG&A expenses .
Nonoperating Expense (Income)
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change July 30, 2022 July 31, 2021 $ Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change
Total nonoperating expense (income) $ 57,347 $ 41,202 $ 16,145
−Removed: The year-over-year increase in nonoperating expense (income) in the three- and nine-month periods ended July 30, 2022 was the result of higher interest expense related to our debt obligations.
+Added: The year-over-year increase in nonoperating expense (income) in the three-month period ended January 28, 2023 as compared to the same period of the prior year was the result of higher interest expense related to our debt obligations and lower net gains from other investments.
Provision for Income Taxes
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change July 30, 2022 July 31, 2021 $ Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change
Provision for income taxes $ 111,999 $ 43,478 $ 68,521
Effective income tax rate 10.4 % 13.4 %
−Removed: The effective tax rates for the three- and nine-month periods ended July 30, 2022 and July 31, 2021 were below the U.S.
+Added: The effective tax rates for the three-month periods ended January 28, 2023 and January 29, 2022 were below the U.S.
statutory tax rate of 21% due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.
−Removed: Our pretax income for the three- and nine-month periods ended July 30, 2022 and July 31, 2021 was primarily generated in Ireland at a tax rate of 12.5%.
+Added: Our pretax income for the three-month periods ended January 28, 2023 and January 29, 2022 was primarily generated in Ireland at a tax rate of 12.5%.
+Added: The Company's effective tax rate for the three-month period ended January 28, 2023 also includes the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the 2017 Tax Cuts and Jobs Act.
+Added: The mandatory capitalization requirement decreased our effective tax rate primarily by increasing the foreign-derived intangible income deduction.
See Note 12, Income Taxes , in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
−Removed: Three Months Ended Nine Months Ended
−Removed: July 30, 2022 July 31, 2021 $ Change % Change July 30, 2022 July 31, 2021 $ Change % Change
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022 $ Change % Change
Net Income $ 961,474 $ 280,077 $ 681,397 243 %
1 unchanged sentence
Diluted EPS $ 1.88 $ 0.53
−Removed: Net income increased in the three-month period ended July 30, 2022, as compared to the same period of the prior fiscal year, as a result of a $283.7 million increase in operating income, partially offset by a $30.0 million increase in provision for income taxes and an $8.0 million increase in nonoperating expense (income).
−Removed: Net income increased in the nine-month period ended July 30, 2022, as compared to the same period of the prior fiscal year, as a result of a $583.0 million increase in operating income, partially offset by a $68.3 million increase in provision for income taxes and a $17.2 million increase in nonoperating expense (income).
+Added: Net income increased in the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, as a result of a $766.1 million increase in operating income, partially offset by a $68.5 million increase in provision for income taxes and a $16.1 million increase in nonoperating expense (income).
Liquidity and Capital Resources
−Removed: At July 30, 2022, our principal source of liquidity was $1,525.0 million of cash and cash equivalents, of which approximately $248.2 million was held in the United States and the balance of our cash and cash equivalents was held outside the United States in various foreign subsidiaries.
+Added: At January 28, 2023, our principal source of liquidity was $1,670.5 million of cash and cash equivalents, of which approximately $386.6 million was held in the United States and the balance of our cash and cash equivalents was held outside the United States in various foreign subsidiaries.
We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.
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We believe that our existing sources of liquidity and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing, will be sufficient to fund operations, capital expenditures, research and development efforts and dividend payments (if any) in the immediate future and for at least the next twelve months.
−Removed: Nine Months Ended
−Removed: July 30, 2022 July 31, 2021
+Added: Three Months Ended
+Added: January 28, 2023 January 29, 2022
Net cash provided by operating activities $ 1,406,305 $ 856,413
2 unchanged sentences
Net cash used for financing activities $ (1,030,359) $ (937,268)
−Removed: The following changes contributed to the net change in cash and cash equivalents in the nine-month period ended July 30, 2022 as compared to the same period in fiscal 2021.
+Added: The following changes contributed to the net change in cash and cash equivalents in the three-month period ended January 28, 2023 as compared to the same period in fiscal 2022.
Operating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities.
−Removed: The increase in cash provided by operating activities during the nine-month period ended July 30, 2022, as
−Removed: compared to the same period of the prior fiscal year, was primarily the result of an increase in net income adjusted for noncash items offset by changes in working capital.
+Added: The increase in cash provided by operating activities during the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, was the result of higher net income adjusted for noncash items offset by changes in working capital.
Investing Activities
Investing cash flows generally consist of capital expenditures and cash used for acquisitions.
−Removed: The increase in cash used for investing activities during the nine-month period ended July 30, 2022, as compared to the same period of the prior fiscal year, was primarily the result of an increase in cash used for capital expenditures.
+Added: The increase in cash used for investing activities during the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, was primarily the result of an increase in cash used for capital expenditures.
Financing Activities
Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, issuance and repayment of debt and proceeds from the sale of shares of common stock pursuant to employee equity incentive plans.
−Removed: The increase in cash used for financing activities during the nine-month period ended July 30, 2022, as compared to the same period of the prior fiscal year, was primarily the result of more cash used for common stock repurchases, early termination of debt in the first quarter of fiscal 2022 and higher dividend payments to shareholders.
+Added: The increase in cash used for financing activities during the three-month period ended January 28, 2023, as compared to the same period of the prior fiscal year, was primarily the result of higher common stock repurchases partially offset by the early termination of debt in the first quarter of fiscal 2022.
Working Capital
−Removed: July 30, 2022 October 30, 2021 $ Change % Change
+Added: January 28, 2023 October 29, 2022 $ Change % Change
Accounts receivable $ 1,629,870 $ 1,800,462 $ (170,592) (9) %
4 unchanged sentences
* We use the average of the current quarter and prior quarter ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
−Removed: Cost of sales amounts used in the calculation of days cost of sales in inventory include Acquisition accounting adjustments related to the sale of acquired inventory written up to fair value, amortization of developed technology intangible assets acquired and depreciation related to the write-up of fixed assets to fair value.
−Removed: The increase in accounts receivable in dollars was primarily the result of variations in the timing of collections and billings and increased revenue levels.
+Added: Cost of sales amounts used in the calculation of days cost of sales in inventory include accounting adjustments related to amortization of developed technology intangible assets acquired and depreciation related to the write-up of fixed assets to fair value as a result of the acquisition of Maxim.
+Added: The decrease in accounts receivable in dollars was primarily the result of variations in the timing of collections and billings.
Inventory increased primarily as a result of our efforts to balance manufacturing production, demand and inventory levels.
Our inventory levels are impacted by our need to support forecasted sales demand and variations between those forecasts and actual demand.
−Removed: As of October 30, 2021 our inventory balance also included additional costs related to the Acquisition as a result of accounting for acquired inventory at fair-value.
−Removed: Current liabilities decreased to approximately $2,441.2 million at July 30, 2022 from approximately $2,770.3 million at the end of fiscal 2021 primarily due to early termination of debt partially offset by higher income taxes and accounts payable.
−Removed: As of July 30, 2022, our debt obligations consisted of the following:
+Added: Current liabilities were relatively flat at approximately $2,433.7 million at January 28, 2023 and approximately $2,442.7 million at the end of fiscal 2022.
+Added: This was due to higher income taxes payable offset by lower accrued liabilities and accounts payable.
+Added: As of January 28, 2023, our debt obligations consisted of the following:
Principal Amount Outstanding
3 unchanged sentences
Maxim 2027 Notes, due June 2027 59,788
+Added: 2027 Notes, due June 2027 440,212
2028 Notes, due October 2028 750,000
2031 Notes, due October 2031 1,000,000
+Added: 2032 Notes, due October 2032 300,000
2036 Notes, due December 2036 144,278
7 unchanged sentences
and consolidate with or merge into, or transfer or lease all or substantially all of our assets to, any other party.
−Removed: As of July 30, 2022, we were in compliance with these covenants.
+Added: As of January 28, 2023, we were in compliance with these covenants.
Revolving Credit Facility
−Removed: Our Third Amended and Restated Revolving Credit Agreement, dated as of June 23, 2021, provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $2.5 billion (subject to certain terms and conditions).
−Removed: In June 2022, we borrowed $400.0 million under this revolving credit facility and utilized the proceeds for working capital requirements.
−Removed: We repaid the $400.0 million plus interest in July 2022.
+Added: Our Third Amended and Restated Revolving Credit Agreement, dated as of June 23, 2021 and as amended, provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $2.5 billion (subject to certain terms and conditions).
We may borrow under this revolving credit facility in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.
1 unchanged sentence
In addition, the Revolving Credit Agreement contains a consolidated leverage ratio covenant of total consolidated funded debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) of not greater than 3.5 to 1.0.
−Removed: As of July 30, 2022, we were in compliance with these covenants.
+Added: As of January 28, 2023, we were in compliance with these covenants.
Stock Repurchase Program
−Removed: In fiscal 2021, we entered into accelerated share repurchase agreements (ASR) with third party financial institutions, paid $2.5 billion and received an initial delivery of 12.3 million shares of common stock, which represented approximately 80% of the notional amount of the ASR.
−Removed: As of October 30, 2021, we recorded the remaining 20%, or $500.0 million, within Prepaid expenses and other current assets on the Consolidated Balance Sheet, which was utilized during the first quarter of fiscal 2022.
−Removed: During the first quarter of fiscal 2022, the ASR was completed and an additional 2.1 million shares of common stock were received as final settlement of the ASR.
−Removed: In total, we repurchased 14.4 million shares of our common stock under the ASR at an average price per share of $173.77.
In the aggregate, our Board of Directors has authorized us to repurchase $16.7 billion of our common stock under our common stock repurchase program.
Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized under the program.
−Removed: As of July 30, 2022, an additional $5.7 billion remains available for repurchase under the current authorized program.
+Added: As of January 28, 2023, an additional $4.3 billion remains available for repurchase under the current authorized program.
The repurchased shares are held as authorized but unissued shares of common stock.
−Removed: We also repurchase shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options.
+Added: We also repurchase shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options as well as for our employee stock purchase plan.
Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity, and other factors we deem relevant.
Capital Expenditures
−Removed: Net additions to property, plant and equipment were $394.8 million in the first nine months of fiscal 2022 and were funded with a combination of cash on hand and cash generated from operations.
−Removed: We expect capital expenditures for fiscal 2022 to be approximately 6% of revenue, which is above our historical levels primarily due to our plans to expand internal manufacturing capacity.
+Added: Net additions to property, plant and equipment were $176.2 million in the first three months of fiscal 2023 and were funded with a combination of cash on hand and cash generated from operations.
+Added: We expect capital expenditures for fiscal 2023 to be between approximately 6% and 8% of revenue, which is above our historical levels primarily due to our plans to expand internal manufacturing capacity.
These capital expenditures will be funded with a combination of cash on hand and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing.
−Removed: On August 16, 2022, our Board of Directors declared a cash dividend of $0.76 per outstanding share of common stock.
−Removed: The dividend will be paid on September 8, 2022 to all shareholders of record at the close of business on August 30, 2022 and is expected to total approximately $390.9 million.
+Added: On February 14, 2023, our Board of Directors declared a cash dividend of $0.86 per outstanding share of common stock.
+Added: The dividend will be paid on March 8, 2023 to all shareholders of record at the close of business on February 27, 2023 and is expected to total approximately $435.0 million.
We currently expect quarterly dividends to continue in future periods.
1 unchanged sentence
Contractual Obligations
−Removed: In the first quarter of fiscal 2022, we repaid approximately $500.0 million of principal on notes that were contractually due in March 2023.
−Removed: For additional information, see Note 11, Debt , in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: There have not been any other material changes during the nine-month period ended July 30, 2022 to the amounts presented in the table summarizing our contractual obligations included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2021.
+Added: There have not been any material changes during the three-month period ended January 28, 2023 to the amounts presented in the table summarizing our contractual obligations included in our Annual Report on Form 10-K for the fiscal year ended October 29, 2022.
New Accounting Pronouncements
2 unchanged sentences
See Note 13, New Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our historical financial condition and results of operations.
−Removed: Critical Accounting Estimates
−Removed: There were no material changes in the nine-month period ended July 30, 2022 to the information provided under the heading “Critical Accounting Policies and Estimates” in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended October 30, 2021.
+Added: Critical Accounting Policies and Estimates
+Added: There were no material changes in the three-month period ended January 28, 2023 to the information provided under the heading “Critical Accounting Policies and Estimates” in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended October 29, 2022.
Quantitative and Qualitative Disclosures About Market Risk
−Removed: There were no material changes in the nine-month period ended July 30, 2022 to the information provided under Item 7A.
+Added: There were no material changes in the three-month period ended January 28, 2023 to the information provided under Item 7A.
“Quantitative and Qualitative Disclosures about Market Risk,” set forth in our Annual Report on Form 10-K for the fiscal year ended October 29, 2022 .
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.