3 unchanged sentences
(in thousands, except per share amounts)
−Removed: Three Months Ended Nine Months Ended
−Removed: August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023
+Added: Three Months Ended
+Added: February 1, 2025 February 3, 2024
Revenue $ 2,423,174 $ 2,512,704
15 unchanged sentences
Income before income taxes 435,576 513,418
−Removed: Provision for (benefit from) income taxes 30,759 ( 2,198 ) 103,811 220,068
+Added: Provision for income taxes 44,260 50,691
Net income $ 391,316 $ 462,727
7 unchanged sentences
(in thousands)
−Removed: Three Months Ended Nine Months Ended
−Removed: August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023
+Added: Three Months Ended
+Added: February 1, 2025 February 3, 2024
Net income $ 391,316 $ 462,727
8 unchanged sentences
(in thousands, except share and per share amounts)
−Removed: August 3, 2024 October 28, 2023
+Added: February 1, 2025 November 2, 2024
Current Assets
29 unchanged sentences
Preferred stock, $ 1.00 par value, 471,934 shares authorized, none outstanding
−Removed: Common stock, $ 0.16 2/3 par value, 1,200,000,000 shares authorized, 496,493,455 shares outstanding ( 496,261,678 on October 28, 2023)
+Added: Common stock, $ 0.16 2/3 par value, 1,200,000,000 shares authorized, 495,976,483 shares outstanding ( 496,296,854 on November 2, 2024)
82,664 82,718
8 unchanged sentences
(in thousands)
−Removed: Three Months Ended August 3, 2024
−Removed: Capital in Accumulated
−Removed: Common Stock Excess of Retained Comprehensive
−Removed: Shares Amount Par Value Earnings Loss
−Removed: BALANCE, MAY 4, 2024
−Removed: 496,217 $ 82,704 $ 25,103,737 $ 10,239,549 $ ( 177,201 )
−Removed: Net income 392,232
−Removed: Dividends declared and paid - $ 0.92 per share
−Removed: Issuance of stock under stock plans and other 827 138 51,881
−Removed: Stock-based compensation expense 64,051
−Removed: Other comprehensive income 7,483
−Removed: Common stock repurchased ( 551 ) ( 92 ) ( 117,888 )
−Removed: BALANCE, AUGUST 3, 2024
−Removed: 496,493 $ 82,750 $ 25,101,781 $ 10,175,296 $ ( 169,718 )
−Removed: Nine Months Ended August 3, 2024
+Added: Three Months Ended February 1, 2025
Capital in Accumulated
1 unchanged sentence
Shares Amount Par Value Earnings Loss
−Removed: BALANCE, OCTOBER 28, 2023
−Removed: 496,262 $ 82,712 $ 25,313,914 $ 10,356,798 $ ( 188,302 )
−Removed: Net income 1,157,201
−Removed: Dividends declared and paid - $ 2.70 per share
−Removed: ( 1,338,703 )
−Removed: Issuance of stock under stock plans and other 2,989 498 115,857
−Removed: Stock-based compensation expense 192,262
−Removed: Other comprehensive income 18,584
−Removed: Common stock repurchased ( 2,758 ) ( 460 ) ( 520,252 )
−Removed: BALANCE, AUGUST 3, 2024
+Added: BALANCE, NOVEMBER 2, 2024
496,297 $ 82,718 $ 25,082,243 $ 10,196,612 $ ( 185,256 )
−Removed: See accompanying notes.
−Removed: ANALOG DEVICES, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
−Removed: (in thousands)
−Removed: Three Months Ended July 29, 2023
−Removed: Capital in Accumulated
−Removed: Common Stock Excess of Retained Comprehensive
−Removed: Shares Amount Par Value Earnings Loss
−Removed: BALANCE, APRIL 29, 2023 501,418 $ 83,571 $ 26,262,226 $ 9,839,790 $ ( 172,363 )
Net income 391,316
4 unchanged sentences
Common stock repurchased ( 732 ) ( 122 ) ( 160,246 )
−Removed: BALANCE, JULY 29, 2023
+Added: BALANCE, FEBRUARY 1, 2025
495,976 $ 82,664 $ 25,041,250 $ 10,131,590 $ ( 184,969 )
−Removed: Nine Months Ended July 29, 2023
+Added: Three Months Ended February 3, 2024
Capital in Accumulated
4 unchanged sentences
Dividends declared and paid - $ 0.86 per share
−Removed: ( 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 )
−Removed: BALANCE, JULY 29, 2023
+Added: BALANCE, FEBRUARY 3, 2024
495,908 $ 82,653 $ 25,253,256 $ 10,393,449 $ ( 181,285 )
3 unchanged sentences
(in thousands)
−Removed: Nine Months Ended
−Removed: August 3, 2024 July 29, 2023
+Added: Three Months Ended
+Added: February 1, 2025 February 3, 2024
Cash flows from operating activities:
10 unchanged sentences
Cash flows from investing activities:
−Removed: Purchases of short-term investments ( 438,901 ) —
Additions to property, plant and equipment ( 148,978 ) ( 222,978 )
+Added: Payments for acquisitions, net of cash acquired ( 45,652 ) —
Other 329 3,877
1 unchanged sentence
Cash flows from financing activities:
−Removed: Proceeds from debt 1,087,856 —
−Removed: Early termination of debt — ( 65,688 )
Proceeds from commercial paper notes 1,969,276 2,779,494
5 unchanged sentences
Net cash used for financing activities ( 573,856 ) ( 574,232 )
−Removed: Net increase (decrease) in cash and cash equivalents 1,147,971 ( 321,326 )
+Added: Net increase in cash and cash equivalents 358,652 345,499
Cash and cash equivalents at beginning of period 1,991,342 958,061
3 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: FOR THE THREE AND NINE MONTHS ENDED AUGUST 3, 2024 (UNAUDITED)
+Added: FOR THE THREE MONTHS ENDED FEBRUARY 1, 2025 (UNAUDITED)
(all tabular amounts in thousands except per share amounts and percentages)
Note 1 – Basis of Presentation
−Removed: 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.
+Added: 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 November 2, 2024 (fiscal 2024) 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 November 1, 2025 (fiscal 2025) or any future period.
2 unchanged sentences
The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024.
−Removed: Therefore, the first nine months of fiscal 2024 included an additional week of operations as compared to the first nine months of fiscal 2023.
+Added: Therefore, the first three months of fiscal 2025 included one less week of operations as compared to the first three months of fiscal 2024.
Note 2 – Shareholders’ Equity
−Removed: As of August 3, 2024, the Company had repurchased a total of approximately 207.4 million shares of its common stock for approximately $ 14.9 billion under the Company's share repurchase program.
−Removed: As of August 3, 2024, an additional $ 1.7 billion remains available for repurchase of shares under the current authorized program.
−Removed: 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.
−Removed: Future repurchases of common stock will be dependent upon the Company's financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Company.
+Added: As of February 1, 2025, the Company had repurchased a total of approximately 208.4 million shares of its common stock for approximately $ 15.2 billion under the Company’s share repurchase program.
+Added: As of February 1, 2025, an additional $ 1.5 billion remains available for repurchase of shares under the current authorized program.
Note 3 – Accumulated Other Comprehensive (Loss) Income
−Removed: 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 2024.
−Removed: Foreign currency translation adjustment Unrealized holding gains (losses) on derivatives Pension plans Total
−Removed: October 28, 2023 $ ( 72,544 ) $ ( 102,043 ) $ ( 13,715 ) $ ( 188,302 )
+Added: 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 2025.
+Added: Foreign currency translation adjustment Unrealized holding gains/losses on derivatives
+Added: Pension plans Total
+Added: November 2, 2024 $ ( 71,511 ) $ ( 85,202 ) $ ( 28,543 ) $ ( 185,256 )
Other comprehensive income before reclassifications ( 159 ) 1,067 — 908
2 unchanged sentences
Other comprehensive income ( 159 ) ( 77 ) 523 287
−Removed: August 3, 2024 $ ( 71,697 ) $ ( 85,291 ) $ ( 12,730 ) $ ( 169,718 )
+Added: February 1, 2025 $ ( 71,670 ) $ ( 85,279 ) $ ( 28,020 ) $ ( 184,969 )
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:
−Removed: Three Months Ended Nine Months Ended
−Removed: Comprehensive (Loss) Income Component August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023 Location
+Added: Three Months Ended
+Added: Comprehensive (Loss) Income Component February 1, 2025 February 3, 2024 Location
Unrealized holding gains/losses on derivatives:
11 unchanged sentences
The following table sets forth the computation of basic and diluted earnings per share:
−Removed: Three Months Ended Nine Months Ended
−Removed: August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023
+Added: Three Months Ended
+Added: February 1, 2025 February 3, 2024
Net income $ 391,316 $ 462,727
12 unchanged sentences
Note 5 – Special Charges, Net
−Removed: Liabilities related to special charges, net are included in Accrued liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets.
+Added: Liabilities related to special charges, net are included in Accrued liabilities in the Condensed Consolidated Balance Sheets.
The activity is detailed below:
−Removed: Accrued Special Charges Global Repositioning Actions Q4 2023 Plan
−Removed: Balance at October 28, 2023 $ 36,981 $ 110,446
−Removed: Employee severance and benefit costs, net — 11,977
−Removed: Severance and benefit payments ( 4,420 ) ( 87,013 )
+Added: Accrued Special Charges Global Repositioning Actions
+Added: Balance at November 2, 2024 $ 13,855
+Added: Employee severance costs, net
+Added: Severance payments
Balance at February 1, 2025 $ 67,302
−Removed: Employee severance and benefit costs, net ( 5,106 ) 23,172
−Removed: Severance and benefit payments ( 5,767 ) ( 40,559 )
−Removed: Balance at May 4, 2024 $ 21,688 $ 18,023
−Removed: Employee severance and benefit costs — 4,099
−Removed: Severance and benefit payments ( 453 ) ( 14,592 )
−Removed: Balance at August 3, 2024 $ 21,235 $ 7,530
−Removed: Accrued liabilities $ 16,846 $ 7,530
−Removed: Other non-current liabilities $ 4,389 $ —
−Removed: Note 6 – Commitments and Contingencies
−Removed: On March 17, 2022, Walter E.
−Removed: Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim Integrated Products, Inc.
−Removed: (Maxim), filed a putative class action in the Court of Chancery of the State of Delaware (C.A.
−Removed: 2022—0255) against the Company and the former directors of Maxim.
−Removed: The complaint alleged 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.
−Removed: The complaint further alleged that the Company aided and abetted those alleged breaches of fiduciary duties.
−Removed: The plaintiffs sought damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses.
−Removed: On May 2, 2023, the Court of Chancery entered an order dismissing the action in its entirety and with prejudice.
−Removed: On May 9, 2023, the plaintiffs filed a Motion for Reargument, which the Court of Chancery denied on May 30, 2023.
−Removed: On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court.
−Removed: On February 26, 2024, the Delaware Supreme Court issued an order affirming the dismissal of the action.
+Added: The Company recorded net special charges of $ 63.9 million as part of its Global Repositioning Actions in the three months ended February 1, 2025.
+Added: The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy, organizational design and streamlining its operations to achieve its long-term strategic plan.
+Added: The special charges include severance costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, related to the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles.
Note 6 – Revenue
Revenue Trends by End Market
−Removed: The following tables summarize revenue by end market.
+Added: 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.
3 unchanged sentences
Three Months Ended
−Removed: August 3, 2024 July 29, 2023
+Added: February 1, 2025 February 3, 2024
Revenue % of Revenue* Y/Y% Revenue % of Revenue*
1 unchanged sentence
Automotive 732,513 30 % ( 2 ) % 748,781 30 %
−Removed: Communications 266,599 12 % ( 26 ) % 358,520 12 %
Consumer 322,900 13 % 19 % 270,211 11 %
−Removed: Total revenue $ 2,312,209 100 % ( 25 ) % $ 3,076,495 100 %
−Removed: Nine Months Ended
−Removed: August 3, 2024 July 29, 2023
−Removed: Revenue % of Revenue* Y/Y% Revenue % of Revenue*
−Removed: Industrial $ 3,252,757 47 % ( 38 ) % $ 5,252,078 55 %
−Removed: Automotive 2,082,869 30 % ( 3 ) % 2,146,320 22 %
Communications 289,861 12 % ( 4 ) % 301,999 12 %
−Removed: Consumer 837,176 12 % ( 9 ) % 917,392 10 %
Total revenue $ 2,423,174 100 % ( 4 ) % $ 2,512,704 100 %
1 unchanged sentence
Revenue by Sales Channel
−Removed: The following tables summarize revenue by channel.
+Added: 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
−Removed: August 3, 2024 July 29, 2023
−Removed: Channel Revenue % of Revenue* Revenue % of Revenue*
−Removed: Distributors $ 1,332,244 58 % $ 1,904,496 62 %
−Removed: Direct customers 940,317 41 % 1,126,796 37 %
−Removed: Other 39,648 2 % 45,203 1 %
−Removed: Total revenue $ 2,312,209 100 % $ 3,076,495 100 %
−Removed: Nine Months Ended
−Removed: August 3, 2024 July 29, 2023
+Added: February 1, 2025 February 3, 2024
Channel Revenue % of Revenue* Revenue % of Revenue*
6 unchanged sentences
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
−Removed: 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 August 3, 2024 and October 28, 2023.
+Added: 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 February 1, 2025 and November 2, 2024.
The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value.
−Removed: As of August 3, 2024 and October 28, 2023, the Company held $ 1,018.8 million and $ 642.1 million, respectively, of cash that is
−Removed: excluded from the tables below.
−Removed: August 3, 2024
+Added: As of February 1, 2025 and November 2, 2024, the Company held $ 1.5 billion and $ 1.4 billion, respectively, of cash that is excluded
+Added: from the tables below.
+Added: February 1, 2025
Fair Value Measurement at
6 unchanged sentences
Corporate obligations (1) — 199,308 199,308
−Removed: Bank obligations (1)
−Removed: — 298,000 298,000
Short-term investments:
5 unchanged sentences
Forward foreign currency exchange contracts (2) — 3,277 3,277
−Removed: — 7,514 7,514
Deferred compensation plan investments 99,750 — 99,750
1 unchanged sentence
Forward foreign currency exchange contracts (2) $ — $ 10,140 $ 10,140
−Removed: $ — $ 5,996 $ 5,996
Interest rate derivatives (3) — 52,152 52,152
−Removed: — 15,905 15,905
Total liabilities measured at fair value $ — $ 62,292 $ 62,292
−Removed: (1) The amortized cost of the Company's investments classified as available-for-sale as of August 3, 2024 was $ 914.6 million.
−Removed: (2) These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.
+Added: (1) The amortized cost of the Company’s investments classified as available-for-sale as of February 1, 2025 was $ 576.0 million.
(2) The Company has master netting arrangements by counterparty with respect to derivative contracts.
3 unchanged sentences
See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements.
−Removed: October 28, 2023
+Added: November 2, 2024
Fair Value Measurement at
5 unchanged sentences
Government and institutional money market funds $ 592,560 $ — $ 592,560
+Added: Short-term investments:
+Added: Available-for-sale:
+Added: Securities with one year or less to maturity:
+Added: Corporate obligations (1) — 71,246 71,246
+Added: Bank obligations (1) — 300,576 300,576
Other assets:
5 unchanged sentences
Total liabilities measured at fair value $ — $ 53,134 $ 53,134
+Added: (1) The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $ 382.9 million.
(2) The Company has master netting arrangements by counterparty with respect to derivative contracts.
5 unchanged sentences
The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis.
−Removed: 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 ($ 547.4 million and $ 547.2 million as of August 3, 2024 and October 28, 2023, respectively).
+Added: 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 ($ 548.4 million and $ 547.7 million as of February 1, 2025 and November 2, 2024, 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.
−Removed: August 3, 2024 October 28, 2023
+Added: February 1, 2025 November 2, 2024
Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value
−Removed: 2024 Notes, due October 2024 $ 500,000 $ 499,698 $ 500,000 $ 499,473
2025 Notes, due April 2025 $ 400,000 $ 398,932 400,000 397,027
13 unchanged sentences
Note 8 – Derivatives
−Removed: 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 August 3, 2024 and October 28, 2023 were $ 262.6 million and $ 322.6 million, respectively.
−Removed: The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of August 3, 2024 and October 28, 2023 were as follows:
+Added: Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of February 1, 2025 and November 2, 2024 were $ 261.6 million and $ 257.0 million, respectively, and the fair values of these instruments in the Company’s Condensed Consolidated Balance Sheets were as follows:
Fair Value At
−Removed: Balance Sheet Location August 3, 2024 October 28, 2023
+Added: Balance Sheet Location February 1, 2025 November 2, 2024
Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 534 $ 780
Forward foreign currency exchange contracts Accrued liabilities $ 8,125 $ 4,235
−Removed: As of August 3, 2024 and October 28, 2023, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 167.1 million and $ 334.7 million, respectively.
−Removed: The fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets as of August 3, 2024 and October 28, 2023 were as follows:
+Added: As of February 1, 2025 and November 2, 2024, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 174.8 million and $ 176.8 million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:
Fair Value At
−Removed: Balance Sheet Location August 3, 2024 October 28, 2023
+Added: Balance Sheet Location February 1, 2025 November 2, 2024
Undesignated hedges related to forward foreign currency exchange contracts
4 unchanged sentences
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:
−Removed: August 3, 2024
+Added: February 1, 2025
Balance Sheet Location Loss on Swaps Gain on Note
3 unchanged sentences
Note 9 – Inventories
−Removed: Inventories at August 3, 2024 and October 28, 2023 were as follows:
−Removed: August 3, 2024 October 28, 2023
+Added: Inventories at February 1, 2025 and November 2, 2024 were as follows:
+Added: February 1, 2025 November 2, 2024
Raw materials $ 81,485 $ 93,608
2 unchanged sentences
Total inventories $ 1,474,656 $ 1,447,687
−Removed: Note 11 – Debt
−Removed: Senior Notes Offering.
−Removed: On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of 5.050 % senior notes due April 1, 2034 (the 2034 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.
−Removed: The net proceeds of the offering were $ 545.5 million, after discounts and issuance costs.
−Removed: Prior to January 1, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:
−Removed: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on January 1, 2034) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2034 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
−Removed: On or after January 1, 2034, the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and
−Removed: from time to time, at a redemption price equal to 100 % of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
−Removed: The 2034 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.
−Removed: On April 3, 2024, in an underwritten public offering, the Company issued $ 550.0 million aggregate principal amount of 5.300 % senior notes due April 1, 2054 (the 2054 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024.
−Removed: The net proceeds of the offering were $ 542.3 million, after discounts and issuance costs.
−Removed: Prior to October 1, 2053 (six months prior to the maturity date of the 2054 Notes), the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:
−Removed: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2054 Notes matured on October 1, 2053) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2054 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
−Removed: On or after October 1, 2053, the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2054 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
−Removed: The 2054 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.
−Removed: The 2034 Notes and the 2054 Notes were issued pursuant to a base indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a supplemental indenture, which contains certain covenants, events of default and other customary provisions.
−Removed: The covenants applicable to the 2034 Notes and the 2054 Notes limit the Company’s ability to incur, create, assume or guarantee any debt secured by a lien upon a principal property;
−Removed: enter into sale and lease-back transactions with respect to a principal property;
−Removed: and consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any other party.
−Removed: As of August 3, 2024, the Company was in compliance with these covenants.
Note 10 – Income Taxes
−Removed: The Company’s effective tax rates for the three- and nine-month periods ended August 3, 2024 and July 29, 2023 were below the U.S.
+Added: The Company’s effective tax rates for the three-month periods ended February 1, 2025 and February 3, 2024 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.
−Removed: 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.
−Removed: The mandatory capitalization requirement decreases the Company's effective tax rate primarily by increasing the foreign-derived intangible income deduction.
−Removed: It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as approximately $ 142.0 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:
an IRS income tax audit for the fiscal years ended October 30, 2021, November 2, 2019 and November 3, 2018;
−Removed: a pre-acquisition IRS income tax audit for Maxim's fiscal years ended June 27, 2015 through August 26, 2021;
+Added: a pre-acquisition IRS income tax audit for Maxim Integrated Products, Inc.’s (Maxim) fiscal years ended June 27, 2015 through August 26, 2021;
and various U.S.
3 unchanged sentences
Note 11 – New Accounting Pronouncements
−Removed: Standards Implemented
−Removed: Acquired Contract Assets and Contract Liabilities
−Removed: In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Acquired Contract Assets and Contract Liabilities .
−Removed: 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.
−Removed: 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.
−Removed: ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: The Company adopted ASU 2021-08 in the first quarter of fiscal 2024.
−Removed: 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
5 unchanged sentences
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.
−Removed: The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.
+Added: The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
2 unchanged sentences
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.
+Added: The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
+Added: Disaggregation of Income Statement Expenses
+Added: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements.
+Added: This aims to improve investor insights into company performance.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
Note 12 – Subsequent Events
−Removed: On August 20, 2024, the Board of Directors of the Company declared a cash dividend of $ 0.92 per outstanding share of common stock.
−Removed: The dividend will be paid on September 17, 2024 to all shareholders of record at the close of business on September 3, 2024 and is expected to total approximately $ 456.8 million.
+Added: On February 18, 2025, the Board of Directors of the Company declared a cash dividend of $ 0.99 per outstanding share of common stock.
+Added: The dividend will be paid on March 17, 2025 to all shareholders of record at the close of business on March 4, 2025 and is expected to total approximately $ 491.0 million.
+Added: Also on February 18, 2025, the Company’s Board of Directors authorized the Company to repurchase an additional $ 10.0 billion of its common stock, bringing the total remaining share repurchase authorization to approximately $ 11.5 billion.
+Added: Under the share repurchase program, the Company may repurchase outstanding shares of its common stock from time to time on the open market or through privately negotiated transactions.
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.