What changed in this filing

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Item 1. Financial Statements

2023-08-23 compared with 2023-05-24 · 101 added, 74 removed, 368 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022

Three Months Ended Nine Months Ended

July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022

Revenue $ 3,076,495 $ 3,109,880 $ 9,589,055 $ 8,766,237

15 unchanged sentences

Income before income taxes 874,821 847,937 3,036,217 2,050,737

Provision for income taxes 110,267 95,972 222,266 139,450

(Benefit from) provision for income taxes ( 2,198 ) 98,952 220,068 238,402

Net income $ 877,019 $ 748,985 $ 2,816,149 $ 1,812,335

7 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022

Three Months Ended Nine Months Ended

July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022

Net income $ 877,019 $ 748,985 $ 2,816,149 $ 1,812,335

2 unchanged sentences

Changes in pension plans, net actuarial gain/loss and foreign currency translation adjustments, net 422 1,770 1,218 5,902

Other comprehensive (loss) income ( 2,629 ) ( 18,997 ) 25,789 ( 21,050 )

Other comprehensive income (loss) 1,509 ( 5,019 ) 27,298 ( 26,069 )

Comprehensive income $ 878,528 $ 743,966 $ 2,843,447 $ 1,786,266

3 unchanged sentences

(in thousands, except share and per share amounts)

April 29, 2023 October 29, 2022

July 29, 2023 October 29, 2022

Current Assets

38 unchanged sentences

(in thousands)

Three Months Ended April 29, 2023

Three Months Ended July 29, 2023

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, JANUARY 28, 2023

BALANCE, APRIL 29, 2023

501,418 $ 83,571 $ 26,262,226 $ 9,839,790 $ ( 172,363 )

3 unchanged sentences

Stock-based compensation expense 82,970

Other comprehensive loss ( 2,629 )

Other comprehensive income 1,509

Common stock repurchased ( 3,687 ) ( 614 ) ( 685,896 )

BALANCE, APRIL 29, 2023

BALANCE, JULY 29, 2023

498,314 $ 83,054 $ 25,705,193 $ 10,286,353 $ ( 170,854 )

Six Months Ended April 29, 2023

Nine Months Ended July 29, 2023

Capital in Accumulated

5 unchanged sentences

Dividends declared and paid - $ 2.48 per share

( 1,251,121 )

Issuance of stock under stock plans and other 2,963 494 112,508

2 unchanged sentences

Common stock repurchased ( 13,945 ) ( 2,320 ) ( 2,491,698 )

BALANCE, APRIL 29, 2023

BALANCE, JULY 29, 2023

498,314 $ 83,054 $ 25,705,193 $ 10,286,353 $ ( 170,854 )

3 unchanged sentences

(in thousands)

Three Months Ended April 30, 2022

Three Months Ended July 30, 2022

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, JANUARY 29, 2022 523,315 $ 87,221 $ 30,093,961 $ 7,434,748 $ ( 188,618 )

BALANCE, APRIL 30, 2022 519,806 $ 86,636 $ 29,400,284 $ 7,820,477 $ ( 207,615 )

Net income 748,985

4 unchanged sentences

Common stock repurchased ( 5,878 ) ( 980 ) ( 904,993 )

BALANCE, APRIL 30, 2022

BALANCE, JULY 30, 2022

514,341 $ 85,725 $ 28,590,056 $ 8,175,444 $ ( 212,634 )

Six Months Ended April 30, 2022

Nine Months Ended July 30, 2022

Capital in Accumulated

4 unchanged sentences

Dividends declared and paid - $ 2.21 per share

( 1,154,207 )

Issuance of stock under stock plans and other 2,396 400 29,613

2 unchanged sentences

Common stock repurchased ( 13,386 ) ( 2,229 ) ( 2,256,603 )

BALANCE, APRIL 30, 2022

BALANCE, JULY 30, 2022

514,341 $ 85,725 $ 28,590,056 $ 8,175,444 $ ( 212,634 )

3 unchanged sentences

(in thousands)

Six Months Ended

April 29, 2023 April 30, 2022

Nine Months Ended

July 29, 2023 July 30, 2022

Cash flows from operating activities:

5 unchanged sentences

Stock-based compensation expense 227,113 242,809

Non-cash impairment charge — 91,953

Gain on sale of property, plant and equipment — ( 4,352 )

Deferred income taxes ( 431,393 ) ( 205,128 )

Non-cash operating lease costs ( 6,902 ) ( 27,697 )

Operating lease assets and liabilities 4,945 ( 17,958 )

Other 14,185 ( 7,061 )

7 unchanged sentences

Cash flows from financing activities:

Proceeds from revolver — 400,000

Payments on revolver — ( 400,000 )

Early termination of debt ( 65,688 ) ( 519,116 )

Dividend payments to shareholders ( 820,665 ) ( 760,189 )

Proceeds from commercial paper notes 2,646,509 —

Payments of commercial paper notes ( 2,101,799 ) —

Repurchase of common stock ( 2,494,018 ) ( 1,758,832 )

Dividend payments to shareholders ( 1,251,121 ) ( 1,154,207 )

Proceeds from employee stock plans 113,002 30,013

Proceeds from commercial paper notes 253,635 —

Other ( 11,227 ) ( 1,718 )

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 29, 2023 (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JULY 29, 2023 (UNAUDITED)

(all tabular amounts in thousands except per share amounts and percentages)

5 unchanged sentences

Note 2 – Shareholders' Equity

As of April 29, 2023, the Company had repurchased a total of approximately 199.3 million shares of its common stock for approximately $ 13.4 billion under the Company's share repurchase program.

As of April 29, 2023, an additional $ 3.2 billion remains available for repurchase of shares under the current authorized program.

As of July 29, 2023, the Company had repurchased a total of approximately 202.9 million shares of its common stock for approximately $ 14.1 billion under the Company's share repurchase program.

As of July 29, 2023, an additional $ 2.6 billion remains available for repurchase of shares under the current authorized program.

The Company also repurchases 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 the Company's employee stock purchase plan.

1 unchanged sentence

Note 3 – Accumulated Other Comprehensive (Loss) Income

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first six months of fiscal 2023.

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first nine months of fiscal 2023.

Foreign currency translation adjustment Unrealized holding gains (losses) on derivatives Pension plans Total

4 unchanged sentences

Other comprehensive income 343 25,737 1,218 27,298

April 29, 2023 $ ( 70,501 ) $ ( 96,255 ) $ ( 5,607 ) $ ( 172,363 )

July 29, 2023 $ ( 71,793 ) $ ( 93,876 ) $ ( 5,185 ) $ ( 170,854 )

The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders' Equity with presentation location during each period were as follows:

Three Months Ended Six Months Ended

Comprehensive (Loss) Income Component April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022 Location

Three Months Ended Nine Months Ended

Comprehensive (Loss) Income Component July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Location

Unrealized holding (gains) losses on derivatives:

11 unchanged sentences

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

Three Months Ended Six Months Ended

April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022

Three Months Ended Nine Months Ended

July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022

Net income $ 877,019 $ 748,985 $ 2,816,149 $ 1,812,335

21 unchanged sentences

Balance at April 29, 2023 $ 36,088

Severance and benefit payments ( 12,530 )

Employee severance and benefit costs 21,928

Balance at July 29, 2023 $ 45,486

Accrued liabilities $ 22,350

Other non-current liabilities $ 23,136

Note 6 – Property, Plant and Equipment

During fiscal 2023, the Company ceased usage of its office facility located in Cary, North Carolina as well as its campus facility located in Milpitas, California and determined that both facilities met the held for sale criteria specified in Accounting Standards Codification (ASC) 360.

No write-downs to fair value were required upon these determinations as the fair values of the asset groups, less costs to sell, were greater than their carrying values.

As of July 29, 2023, prepaid expenses and other current assets includes the following assets held for sale:

Land and buildings $ 66,308

Less accumulated depreciation and amortization ( 21,577 )

Net property, plant and equipment reclassified to Prepaid expenses and other current assets $ 44,731

Note 7 – Commitments and Contingencies

3 unchanged sentences

2022—0255) against the Company and the former directors of Maxim.

The complaint alleges breach of fiduciary duties by the individual defendants in connection with Maxim’s agreement, as part of the merger negotiations with the Company, to suspend Maxim dividends for up to four quarters prior to the closing of the Company's acquisition of Maxim.

The complaint further alleges that the Company aided and abetted that alleged breach of fiduciary duties.

The complaint alleges breaches of fiduciary duties by the individual defendants in connection with Maxim’s agreement, as part of the merger negotiations with the Company, to suspend Maxim dividends for up to four quarters prior to the closing of the Company's acquisition of Maxim.

The complaint further alleges that the Company aided and abetted those alleged breaches of fiduciary duties.

The plaintiffs seek damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses.

On May 2, 2023, the Court of Chancery entered an order dismissing the action in its entirety and with prejudice.

On May 9, 2023, plaintiffs filed a Motion for Reargument.

The Company believes that it and the other defendants have meritorious arguments in response to the motion and defenses to the underlying allegations;

On May 9, 2023, the plaintiffs filed a Motion for Reargument, which the Court denied on May 30, 2023.

On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court and on August 8, 2023, the plaintiffs filed their Opening Brief in support of their appeal.

The appeal remains pending.

The Company believes that it and the other defendants have meritorious arguments in response to the appeal and defenses to the underlying allegations;

however, the Company is currently unable to determine the ultimate outcome of this matter or determine an estimate, or a range of estimates, of potential losses, if any.

1 unchanged sentence

Revenue Trends by End Market

The following table summarizes revenue by end market.

The following tables summarize revenue by end market.

The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated.

1 unchanged sentence

When this occurs, the Company reclassifies revenue by end market for prior periods.

Such reclassifications typically do not materially change the sizing of, or the underlying trends of revenue within, each end market.

Such reclassifications typically do not materially change the sizing of, or the underlying trends of revenue within, each

Three Months Ended

April 29, 2023 April 30, 2022

July 29, 2023 July 30, 2022

Revenue % of Revenue* Y/Y% Revenue % of Revenue*

4 unchanged sentences

Total revenue $ 3,076,495 100 % ( 1 ) % $ 3,109,880 100 %

Six Months Ended

April 29, 2023 April 30, 2022

Nine Months Ended

July 29, 2023 July 30, 2022

Revenue % of Revenue* Y/Y% Revenue % of Revenue*

6 unchanged sentences

Revenue by Sales Channel

The following table summarizes revenue by channel.

The following tables summarize revenue by channel.

The Company sells its products globally through a direct sales force, third party distributors, independent sales representatives and via its website.

4 unchanged sentences

Three Months Ended

April 29, 2023 April 30, 2022

July 29, 2023 July 30, 2022

Channel Revenue % of Revenue* Revenue % of Revenue*

3 unchanged sentences

Total revenue $ 3,076,495 100 % $ 3,109,880 100 %

Six Months Ended

April 29, 2023 April 30, 2022

Nine Months Ended

July 29, 2023 July 30, 2022

Channel Revenue % of Revenue* Revenue % of Revenue*

5 unchanged sentences

Note 9 – Fair Value

The tables below, set forth by level, presents the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of April 29, 2023 and October 29, 2022.

The tables below, set forth by level, present the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of July 29, 2023 and October 29, 2022.

The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.

As of April 29, 2023 and October 29, 2022, the Company held $ 661.3 million and $ 1,016.0 million, respectively, of cash that was

As of July 29, 2023 and October 29, 2022, the Company held $ 691.2 million and $ 1,016.0 million, respectively, of cash that is

excluded from the tables below.

April 29, 2023

July 29, 2023

Fair Value measurement at

30 unchanged sentences

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

Commercial paper — The fair value of commercial paper is obtained from indicative market prices and are classified as Level 2 measurements according to the fair value hierarchy.

As of April 29, 2023, the fair value of the commercial paper notes was $ 254.2 million.

Debt — The table below presents the estimated fair value of certain financial instruments not recorded at fair value on a

recurring basis.

Held for sale assets — The Company has classified the assets held for sale at carrying value.

However, if they were to be carried at fair value, they would be considered a Level 3 fair value measurement and would be determined based on the use of appraisals and input from market participants.

Commercial paper — The fair values of commercial paper are obtained from indicative market prices and are classified

as Level 2 measurements according to the fair value hierarchy.

As of July 29, 2023, the fair value of the commercial paper notes was $ 545.4 million.

Debt — The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis.

The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

April 29, 2023 October 29, 2022

July 29, 2023 October 29, 2022

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

13 unchanged sentences

Note 10 – Derivatives

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of April 29, 2023 and October 29, 2022 were $ 307.0 million and $ 307.1 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of April 29, 2023 and October 29, 2022 were as follows:

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of July 29, 2023 and October 29, 2022 were $ 296.8 million and $ 307.1 million, respectively.

The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of July 29, 2023 and October 29, 2022 were as follows:

Fair Value At

Balance Sheet Location April 29, 2023 October 29, 2022

Balance Sheet Location July 29, 2023 October 29, 2022

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 5,097 $ —

Forward foreign currency exchange contracts Accrued liabilities $ — $ 18,050

As of April 29, 2023 and October 29, 2022, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 413.6 million and $ 246.4 million, respectively.

As of July 29, 2023 and October 29, 2022, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 412.6 million and $ 246.4 million, respectively.

The following table presents the gross amounts of the Company's forward foreign currency exchange contract derivative assets and liabilities and the net amounts recorded in the Company's Condensed Consolidated Balance Sheets:

April 29, 2023 October 29, 2022

July 29, 2023 October 29, 2022

Gross amounts of recognized liabilities $ ( 4,206 ) $ ( 19,846 )

7 unchanged sentences

The interest rate swaps were designated and qualified as fair value hedges.

The Company does not consider the risk of counterparty default to be significant.

The Company does not

consider the risk of counterparty default to be significant.

The gain or loss on the hedged item attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

April 29, 2023

July 29, 2023

Balance Sheet Location Loss on Swaps Gain on Note

3 unchanged sentences

Note 11 – Inventories

Inventories at April 29, 2023 and October 29, 2022 were as follows:

April 29, 2023 October 29, 2022

Inventories at July 29, 2023 and October 29, 2022 were as follows:

July 29, 2023 October 29, 2022

Raw materials $ 130,031 $ 110,908

10 unchanged sentences

Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable adjusted term SOFR plus a margin based on the Company's Debt Ratings (as defined in the Revolving Credit Agreement, as amended) from time to time of between 0.690 % and 1.175 %.

As of April 29, 2023, the Company had no outstanding borrowings under this revolving credit facility but may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.

As of July 29, 2023, the Company had no outstanding borrowings under this revolving credit facility but may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.

Outstanding Debt.

On April 26, 2023 (Redemption Date), the Company redeemed for cash $ 59.8 million representing all of the outstanding 3.450 % senior notes due June 15, 2027 issued by Maxim (Maxim Notes) in accordance with the terms of the indenture governing the Maxim Notes.

On April 26, 2023, the Company redeemed for cash $ 59.8 million representing all of the outstanding 3.450 % senior notes due June 15, 2027 issued by Maxim (Maxim Notes) in accordance with the terms of the indenture governing the Maxim Notes.

The Maxim Notes were redeemed for cash at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim Notes and included accrued interest.

On August 18, 2023, the Company commenced an offer to exchange up to $ 440.2 million of newly registered 3.450 % Senior Notes due 2027 (new notes) for up to $ 440.2 million of existing unregistered 3.450 % Senior Notes due 2027 (old notes).

See Note 15, Subsequent Events, in these Notes to Consolidated Financial Statements for further information.

Commercial Paper Program.

On April 14, 2023, the Company established a commercial paper program under which the Company may issue short-term, unsecured commercial paper notes (CP Notes) in an amount up to a maximum aggregate face amount of $ 2.5 billion outstanding at any time, with maturities up to 397 days from the date of issuance.

On April 14, 2023, the Company established a commercial paper program under which the Company may issue short-term, unsecured commercial paper notes (CP Notes) in amounts up to a maximum aggregate face amount of $ 2.5 billion outstanding at any time, with maturities up to 397 days from the date of issuance.

The CP Notes will be sold under customary market terms in the U.S.

1 unchanged sentence

The Company intends to use the net proceeds of the CP Notes for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.

As of April 29, 2023, the Company had $ 253.6 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet.

The carrying value of the outstanding CP Notes approximated fair value at April 29, 2023.

As of July 29, 2023, the Company had $ 544.7 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet.

The carrying value of the outstanding CP Notes approximated fair value at July 29, 2023.

Note 13 – Income Taxes

The Company’s effective tax rates for the three- and six-month periods ended April 29, 2023 and April 30, 2022 were below the U.S.

The Company’s effective tax rates for the three- and nine-month periods ended July 29, 2023 and July 30, 2022 were below the U.S.

statutory tax rate of 21.0 %, due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.

The Company's effective tax rate also includes the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act of 2017.

The mandatory capitalization requirement decreases the Company's effective tax rate primarily by increasing the foreign-derived intangible income deduction.

It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as $ 132.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

The Company's effective tax rate for the third quarter of fiscal 2023 was also impacted by a discrete income tax benefit recorded of $ 81.1 million resulting from the approval granted by the Joint Committee on Taxation of its federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act.

It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as approximately $ 133.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

The Company has numerous audits ongoing throughout the world including:

1 unchanged sentence

a pre-acquisition IRS income tax audit for Maxim's fiscal years ended June 27, 2015 through August 26, 2021;

state and local audits and various international audits.

state and local audits and various international audits, including an Irish Corporate Tax Audit for the fiscal year ended November 2, 2019.

The Company's U.S.

9 unchanged sentences

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

ASU 2021-08 is effective for the Company in the first quarter of the fiscal year ended November 2, 2024.

ASU 2021-08 is effective for the Company in the first quarter of the fiscal year ending November 2, 2024.

Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued.

2 unchanged sentences

Note 15 – Subsequent Events

On May 23, 2023, the Board of Directors of the Company declared a cash dividend of $ 0.86 per outstanding share of common stock.

The dividend will be paid on June 14, 2023 to all shareholders of record at the close of business on June 5, 2023 and is expected to total approximately $ 431.2 million.

On August 18, 2023, the Company commenced an offer to exchange up to $ 440.2 million of newly registered new notes for up to $ 440.2 million of existing unregistered old notes.

The terms of the new notes are identical in all material respects to the terms of the old notes for which they are being offered in exchange, except that the new notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

On August 22, 2023, the Board of Directors of the Company declared a cash dividend of $ 0.86 per outstanding share of common stock.

The dividend will be paid on September 14, 2023 to all shareholders of record at the close of business on September 5, 2023 and is expected to total approximately $ 428.6 million.

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.

What changed 10-Q

Item 1. Financial Statements