What changed in this filing

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Item 1. Financial Statements

2024-02-21 compared with 2023-08-23 · 102 added, 177 removed, 292 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Nine Months Ended

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

Three Months Ended

February 3, 2024 January 28, 2023

Revenue $ 2,512,704 $ 3,249,630

15 unchanged sentences

Income before income taxes 513,418 1,073,473

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

Provision for income taxes 50,691 111,999

Net income $ 462,727 $ 961,474

7 unchanged sentences

(in thousands)

Three Months Ended Nine Months Ended

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

Three Months Ended

February 3, 2024 January 28, 2023

Net income $ 462,727 $ 961,474

2 unchanged sentences

Changes in pension plans, net actuarial gain/loss and foreign currency translation adjustments, net ( 1,388 ) 452

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

Other comprehensive income 7,017 28,418

Comprehensive income $ 469,744 $ 989,892

3 unchanged sentences

(in thousands, except share and per share amounts)

July 29, 2023 October 29, 2022

February 3, 2024 October 28, 2023

Current Assets

16 unchanged sentences

Income taxes payable 410,013 309,046

Debt, current 499,322 499,052

Commercial paper notes 544,444 547,224

20 unchanged sentences

(in thousands)

Three Months Ended July 29, 2023

Capital in Accumulated

Common Stock Excess of Retained Comprehensive

Shares Amount Par Value Earnings Loss

BALANCE, APRIL 29, 2023

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

Net income 877,019

Dividends declared and paid - $ 0.86 per share

Issuance of stock under stock plans and other 583 97 45,893

Stock-based compensation expense 82,970

Other comprehensive income 1,509

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

BALANCE, JULY 29, 2023

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

Nine Months Ended July 29, 2023

Three Months Ended February 3, 2024

Capital in Accumulated

5 unchanged sentences

Dividends declared and paid - $ 0.86 per share

( 1,251,121 )

Issuance of stock under stock plans and other 676 113 49,706

2 unchanged sentences

Common stock repurchased ( 1,030 ) ( 172 ) ( 180,179 )

BALANCE, JULY 29, 2023

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

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

Three Months Ended July 30, 2022

Capital in Accumulated

Common Stock Excess of Retained Comprehensive

Shares Amount Par Value Earnings Loss

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

Net income 748,985

Dividends declared and paid - $ 0.76 per share

Issuance of stock under stock plans and other 413 69 9,891

Stock-based compensation expense 84,874

Other comprehensive loss ( 5,019 )

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

BALANCE, JULY 30, 2022

BALANCE, FEBRUARY 3, 2024

495,908 $ 82,653 $ 25,253,256 $ 10,393,449 $ ( 181,285 )

Nine Months Ended July 30, 2022

Three Months Ended January 28, 2023

Capital in Accumulated

4 unchanged sentences

Dividends declared and paid - $ 0.76 per share

( 1,154,207 )

Issuance of stock under stock plans and other 617 103 41,135

Stock-based compensation expense 75,041

Other comprehensive loss ( 26,069 )

Other comprehensive income 28,418

Common stock repurchased ( 4,061 ) ( 677 ) ( 653,880 )

BALANCE, JULY 30, 2022

BALANCE, JANUARY 28, 2023

505,852 $ 84,306 $ 27,319,566 $ 9,297,347 $ ( 169,734 )

3 unchanged sentences

(in thousands)

Nine Months Ended

July 29, 2023 July 30, 2022

Three Months Ended

February 3, 2024 January 28, 2023

Cash flows from operating activities:

3 unchanged sentences

Amortization of intangibles 440,903 502,177

Cost of goods sold for inventory acquired — 271,396

Stock-based compensation expense 69,815 75,041

Non-cash impairment charge — 91,953

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

Deferred income taxes ( 102,149 ) ( 146,354 )

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

Other 4,684 9,732

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 )

Proceeds from commercial paper notes 2,779,494 —

5 unchanged sentences

Net cash used for financing activities ( 574,232 ) ( 1,030,359 )

Effect of exchange rate changes on cash — ( 24,175 )

Net decrease in cash and cash equivalents ( 321,326 ) ( 453,004 )

Net increase in cash and cash equivalents 345,499 199,890

Cash and cash equivalents at beginning of period 958,061 1,470,572

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE MONTHS ENDED FEBRUARY 3, 2024 (UNAUDITED)

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

1 unchanged sentence

In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended October 28, 2023 (fiscal 2023) and related notes.

The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending October 28, 2023 (fiscal 2023) or any future period.

The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending November 2, 2024 (fiscal 2024) or any future period.

The Company has a 52-53 week fiscal year that ends on the Saturday closest to the last day in October.

Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2023 presentation.

Fiscal 2024 is a 53-week fiscal year and fiscal 2023 was a 52-week fiscal year.

The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.

Therefore, the first quarter of fiscal 2024 included 14 weeks of operations and the first quarter of fiscal 2023 included 13 weeks of operations.

Note 2 – Shareholders' Equity

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.

As of February 3, 2024, the Company had repurchased a total of approximately 206.2 million shares of its common stock for approximately $ 14.7 billion under the Company's share repurchase program.

As of February 3, 2024, an additional $ 2.0 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 nine 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 three months of fiscal 2024.

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

4 unchanged sentences

Other comprehensive income 385 8,020 ( 1,388 ) 7,017

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

February 3, 2024 $ ( 72,159 ) $ ( 94,023 ) $ ( 15,103 ) $ ( 181,285 )

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 Nine Months Ended

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

Three Months Ended

Comprehensive (Loss) Income Component February 3, 2024 January 28, 2023 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 Nine Months Ended

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

Three Months Ended

February 3, 2024 January 28, 2023

Net income $ 462,727 $ 961,474

14 unchanged sentences

The activity is detailed below:

Accrued Special Charges Global Repositioning Actions

Accrued Special Charges Global Repositioning Actions Q4 2023 Plan

Balance at October 28, 2023 $ 36,981 $ 110,446

Severance and benefit payments ( 16,298 )

Balance at January 28, 2023 $ 35,772

Severance and benefit payments ( 22,820 )

Employee severance and benefit costs — 11,977

Balance at April 29, 2023 $ 36,088

Severance and benefit payments ( 4,420 ) ( 87,013 )

Employee severance and benefit costs 21,928

Balance at July 29, 2023 $ 45,486

Balance at February 3, 2024 $ 32,561 $ 35,410

Accrued liabilities $ 9,425 $ 35,410

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 6 – Commitments and Contingencies

8 unchanged sentences

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.

On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court.

The appeal is fully briefed, and the Delaware Supreme Court heard argument on February 14, 2024.

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

2 unchanged sentences

Revenue Trends by End Market

The following tables summarize revenue by end market.

The following table summarizes 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

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

Three Months Ended

July 29, 2023 July 30, 2022

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

Industrial $ 1,629,201 53 % 4 % $ 1,566,885 50 %

Automotive 747,554 24 % 15 % 648,153 21 %

Communications 380,504 12 % ( 23 ) % 491,515 16 %

Consumer 319,236 10 % ( 21 ) % 403,327 13 %

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

Nine Months Ended

July 29, 2023 July 30, 2022

February 3, 2024 January 28, 2023

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

6 unchanged sentences

Revenue by Sales Channel

The following tables summarize revenue by channel.

The following table summarizes 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

July 29, 2023 July 30, 2022

Channel Revenue % of Revenue* Revenue % of Revenue*

Distributors $ 1,904,496 62 % $ 1,922,982 62 %

Direct customers 1,126,796 37 % 1,146,538 37 %

Other 45,203 1 % 40,360 1 %

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

Nine Months Ended

July 29, 2023 July 30, 2022

February 3, 2024 January 28, 2023

Channel Revenue % of Revenue* Revenue % of Revenue*

5 unchanged sentences

Note 8 – Fair Value

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.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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 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.

July 29, 2023

As of February 3, 2024 and October 28, 2023, the Company held $ 721.4 million and $ 642.1 million, respectively, of cash that is excluded from the tables below.

February 3, 2024

Fair Value Measurement at

5 unchanged sentences

Government and institutional money market funds $ 512,453 $ — $ 512,453

Corporate obligations (1) — 69,755 69,755

Other assets:

Deferred compensation plan investments 80,844 — 80,844

Forward foreign currency exchange contracts (2)

$ — $ 4,044 4,044

Deferred compensation plan investments 89,267 — 89,267

Total assets measured at fair value $ 601,720 $ 73,799 $ 675,519

Forward foreign currency exchange contracts (2)

$ — $ 11,282 $ 11,282

Interest rate derivatives (3)

— 37,074 37,074

Total liabilities measured at fair value $ — $ 48,356 $ 48,356

(1) The amortized cost of the Company's investments classified as available-for-sale as of February 3, 2024 was $ 69.8 million.

(2) The Company has master netting arrangements by counterparty with respect to derivative contracts.

See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company's master netting arrangements.

(3) The carrying value of the related debt was adjusted by an equal and offsetting amount.

10 unchanged sentences

Other assets:

Forward foreign currency exchange contracts (1) — 1,940 1,940

Deferred compensation plan investments 78,246 — 78,246

1 unchanged sentence

Forward foreign currency exchange contracts (1) $ — $ 13,515 $ 13,515

Interest rate derivatives (2) — 81,602 81,602

Total liabilities measured at fair value $ — $ 95,117 $ 95,117

In addition to the methods and assumptions used by the Company in estimating its fair value disclosure for financial instruments disclosed in Note 2j, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for fiscal 2022, which was filed with the Securities and Exchange Commission on November 22, 2022, the following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:

Interest rate derivative — The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

(1) The Company has master netting arrangements by counterparty with respect to derivative contracts.

See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company's master netting arrangements.

(2) The carrying value of the related debt was adjusted by an equal and offsetting amount.

The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.

See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements.

Assets and Liabilities 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 table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis.

Given the short tenure of the Company's commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($ 544.4 million and $ 547.2 million as of February 3, 2024 and October 28, 2023, respectively).

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.

July 29, 2023 October 29, 2022

February 3, 2024 October 28, 2023

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

2 unchanged sentences

2026 Notes, due December 2026 900,000 874,033 900,000 851,023

Maxim 2027 Notes, due June 2027 — — 59,788 54,771

2027 Notes, due June 2027 440,212 420,472 440,212 408,595

6 unchanged sentences

2051 Notes, due October 2051 1,000,000 685,693 1,000,000 590,666

Total debt $ 6,517,077 $ 5,596,016 $ 6,576,865 $ 5,472,605

Total senior unsecured notes

$ 6,517,077 $ 5,654,379 $ 6,517,077 $ 5,297,099

Note 9 – 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 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:

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 February 3, 2024 and October 28, 2023 were $ 292.7 million and $ 322.6 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 February 3, 2024 and October 28, 2023 were as follows:

Fair Value At

Balance Sheet Location July 29, 2023 October 29, 2022

Balance Sheet Location February 3, 2024 October 28, 2023

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 1,724 $ 471

Forward foreign currency exchange contracts Accrued liabilities $ 4,637 $ 9,897

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:

July 29, 2023 October 29, 2022

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

Gross amount of recognized assets 13,116 2,862

Net assets (liabilities) presented in the Condensed Consolidated Balance Sheets $ 8,910 $ ( 16,984 )

Interest Rate Exposure Management — The Company's current and future debt may be subject to interest rate risk.

The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of changes in interest rates.

During fiscal 2023, the Company entered into interest rate swap transactions related to its outstanding $ 1,000.0 million aggregate principal amount of 2.1 % senior unsecured notes (the 2031 Notes) where the Company swapped the notional amount of its $ 1,000.0 million of fixed rate debt at 2.1 % into floating interest rate debt through April 1, 2031.

The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet.

The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount.

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 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:

July 29, 2023

As of February 3, 2024 and October 28, 2023, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 293.1 million and $ 334.7 million, respectively.

The fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets as of February 3, 2024 and October 28, 2023 were as follows:

Fair Value At

Balance Sheet Location February 3, 2024 October 28, 2023

Undesignated hedges related to forward foreign currency exchange contracts

Prepaid expenses and other current assets $ 2,320 $ 1,469

Undesignated hedges related to forward foreign currency exchange contracts

Accrued liabilities $ 6,645 $ 3,618

Interest Rate Exposure Management — The Company does not consider the risk of counterparty default to be significant.

The gain or loss on the Company's interest rate swap transactions attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:

February 3, 2024

Balance Sheet Location Loss on Swaps Gain on Note

3 unchanged sentences

Note 10 – Inventories

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

July 29, 2023 October 29, 2022

Inventories at February 3, 2024 and October 28, 2023 were as follows:

February 3, 2024 October 28, 2023

Raw materials $ 125,131 $ 128,142

2 unchanged sentences

Total inventories $ 1,553,221 $ 1,642,214

Note 12 – Debt

Revolving Credit Facility.

On June 23, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Revolving Credit Agreement) with Bank of America, N.A.

as administrative agent and the other banks identified therein as lenders.

The Revolving Credit Agreement 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).

In the first quarter of fiscal 2023, the Company amended the Revolving Credit Agreement, replacing the LIBOR interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight financing rate (SOFR) plus a 10 basis point credit spread adjustment.

After the amendment, revolving loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement, as amended) at the Company's option.

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 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, 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 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.

commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.

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 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 11 – Income Taxes

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.

The Company’s effective tax rates for the three-month periods ended February 3, 2024 and January 28, 2023 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 (Tax Cuts and Jobs Act).

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

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 $ 136.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

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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, including an Irish Corporate Tax Audit for the fiscal year ended November 2, 2019.

state and local audits and international audits, including an Irish corporate tax audit for the fiscal year ended November 2, 2019.

The Company's U.S.

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Note 12 – New Accounting Pronouncements

Standards to Be Implemented

Standards Implemented

Acquired Contract Assets and Contract Liabilities

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No.

2021-08, Business Combinations (Topic 805):

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

Accounting for Acquired Contract Assets and Contract Liabilities .

Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree.

Under this guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree.

The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date.

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 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.

However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted.

The Company is currently evaluating the adoption date of ASU 2021-08 and the impact, if any, adoption will have on its financial position and results of operations.

The Company adopted ASU 2021-08 in the first quarter of fiscal 2024.

Upon adoption, ASU 2021-08 did not have a material impact on the Company's financial position and results of operations.

Standards to be Implemented

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances the disclosure requirements for reportable segments.

ASU 2023-07 requires segment disclosure to include significant segment expense categories and amounts, and qualitative detail of other segment items.

Disclosure of multiple measures of segment profit and loss may also be reported.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

Note 13 – Subsequent Events

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.

On February 20, 2024, the Board of Directors of the Company declared a cash dividend of $ 0.92 per outstanding share of common stock.

The dividend will be paid on March 15, 2024 to all shareholders of record at the close of business on March 5, 2024 and is expected to total approximately $ 456.2 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