What changed in this filing

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Item 1. Financial Statements

2025-05-22 compared with 2025-02-19 · 110 added, 55 removed, 331 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended

February 1, 2025 February 3, 2024

Three Months Ended Six Months Ended

May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024

Revenue $ 2,640,068 $ 2,159,039 $ 5,063,242 $ 4,671,743

25 unchanged sentences

(in thousands)

Three Months Ended

February 1, 2025 February 3, 2024

Three Months Ended Six Months Ended

May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024

Net income $ 569,770 $ 302,242 $ 961,086 $ 764,969

8 unchanged sentences

(in thousands, except share and per share amounts)

February 1, 2025 November 2, 2024

May 3, 2025 November 2, 2024

Current Assets

40 unchanged sentences

(in thousands)

Three Months Ended February 1, 2025

Three Months Ended May 3, 2025

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, FEBRUARY 1, 2025

495,976 $ 82,664 $ 25,041,250 $ 10,131,590 $ ( 184,969 )

Net income 569,770

Dividends declared and paid - $ 0.99 per share

Issuance of stock under stock plans and other 1,491 249 19,566

Stock-based compensation expense 72,831

Other comprehensive income 17,337

Common stock repurchased ( 1,219 ) ( 203 ) ( 248,443 )

BALANCE, MAY 3, 2025

496,248 $ 82,710 $ 24,885,204 $ 10,210,338 $ ( 167,632 )

Six Months Ended May 3, 2025

Capital in Accumulated

Common Stock Excess of Retained Comprehensive

Shares Amount Par Value Earnings Loss

BALANCE, NOVEMBER 2, 2024

6 unchanged sentences

Common stock repurchased ( 1,951 ) ( 325 ) ( 408,689 )

BALANCE, MAY 3, 2025

496,248 $ 82,710 $ 24,885,204 $ 10,210,338 $ ( 167,632 )

See accompanying notes.

Three Months Ended May 4, 2024

Capital in Accumulated

Common Stock Excess of Retained Comprehensive

Shares Amount Par Value Earnings Loss

BALANCE, FEBRUARY 3, 2024 495,908 $ 82,653 $ 25,253,256 $ 10,393,449 $ ( 181,285 )

Net income 302,242

Dividends declared and paid - $ 0.92 per share

Issuance of stock under stock plans and other 1,487 247 14,270

Stock-based compensation expense 58,396

Other comprehensive income 4,084

Common stock repurchased ( 1,178 ) ( 196 ) ( 222,185 )

BALANCE, MAY 4, 2024

496,217 $ 82,704 $ 25,103,737 $ 10,239,549 $ ( 177,201 )

Three Months Ended February 3, 2024

Six Months Ended May 4, 2024

Capital in Accumulated

8 unchanged sentences

Common stock repurchased ( 2,208 ) ( 368 ) ( 402,364 )

BALANCE, FEBRUARY 3, 2024

BALANCE, MAY 4, 2024

496,217 $ 82,704 $ 25,103,737 $ 10,239,549 $ ( 177,201 )

3 unchanged sentences

(in thousands)

Three Months Ended

February 1, 2025 February 3, 2024

Six Months Ended

May 3, 2025 May 4, 2024

Cash flows from operating activities:

10 unchanged sentences

Cash flows from investing activities:

Purchases of short-term available-for-sale investments — ( 424,117 )

Maturities of short-term available-for-sale investments 372,778 —

Additions to property, plant and equipment ( 239,246 ) ( 411,167 )

Proceeds from sale of property, plant and equipment, net

Payments for acquisitions, net of cash acquired ( 45,652 ) —

Other ( 12,880 ) 14,106

Net cash used for investing activities ( 194,301 ) ( 219,101 )

Net cash provided by (used for) investing activities 133,892 ( 821,178 )

Cash flows from financing activities:

Proceeds from debt — 1,087,856

Debt repayments ( 399,998 ) —

Proceeds from commercial paper notes 4,316,340 5,383,401

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED FEBRUARY 1, 2025 (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED MAY 3, 2025 (UNAUDITED)

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

5 unchanged sentences

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

Therefore, the first three months of fiscal 2025 included one less week of operations as compared to the first three months of fiscal 2024.

Therefore, the first six months of fiscal 2025 included one less week of operations as compared to the first six months of fiscal 2024.

Note 2 – Shareholders’ Equity

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.

As of February 1, 2025, an additional $ 1.5 billion remains available for repurchase of shares under the current authorized program.

As of May 3, 2025, the Company’s Board of Directors authorized the repurchase of $ 26.7 billion of its common stock under its common stock repurchase program and $ 11.4 billion remained available for repurchases under the program.

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 three months of fiscal 2025.

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 2025.

Foreign currency translation adjustment Unrealized holding gains/losses on derivatives

5 unchanged sentences

Other comprehensive income ( 912 ) 17,496 1,040 17,624

February 1, 2025 $ ( 71,670 ) $ ( 85,279 ) $ ( 28,020 ) $ ( 184,969 )

May 3, 2025 $ ( 72,423 ) $ ( 67,706 ) $ ( 27,503 ) $ ( 167,632 )

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

Comprehensive (Loss) Income Component February 1, 2025 February 3, 2024 Location

Three Months Ended Six Months Ended

Comprehensive (Loss) Income Component May 3, 2025 May 4, 2024 May 3, 2025 May 4, 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:

Three Months Ended

February 1, 2025 February 3, 2024

Three Months Ended Six Months Ended

May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024

Net income $ 569,770 $ 302,242 $ 961,086 $ 764,969

19 unchanged sentences

Balance at February 1, 2025 $ 67,302

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.

Employee severance costs, net

Severance payments

Balance at May 3, 2025 $ 21,043

The Company recorded net special charges of $ 65.6 million as part of its Global Repositioning Actions in the six months ended May 3, 2025.

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.

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.

During the second quarter of fiscal 2025, the Company completed the sale of its facility in Milpitas, CA, that was previously classified as held for sale, for approximately $ 39.7 million, net of selling costs, which resulted in an immaterial loss recorded in Special charges, net.

Note 6 – Revenue

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.

3 unchanged sentences

Three Months Ended

February 1, 2025 February 3, 2024

May 3, 2025 May 4, 2024

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

4 unchanged sentences

Total revenue $ 2,640,068 100 % 22 % $ 2,159,039 100 %

Six Months Ended

May 3, 2025 May 4, 2024

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

Industrial $ 2,229,837 44 % 2 % $ 2,181,828 47 %

Automotive 1,584,534 31 % 11 % 1,433,586 31 %

Consumer 634,667 13 % 23 % 514,063 11 %

Communications 614,204 12 % 13 % 542,266 12 %

Total revenue $ 5,063,242 100 % 8 % $ 4,671,743 100 %

* The sum of the individual percentages may not equal the total due to rounding.

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

February 1, 2025 February 3, 2024

May 3, 2025 May 4, 2024

Channel Revenue % of Revenue* Revenue % of Revenue*

3 unchanged sentences

Total revenue $ 2,640,068 100 % $ 2,159,039 100 %

Six Months Ended

May 3, 2025 May 4, 2024

Channel Revenue % of Revenue* Revenue % of Revenue*

Distributors $ 2,855,552 56 % $ 2,783,592 60 %

Direct customers 2,145,647 42 % 1,813,568 39 %

Other 62,043 1 % 74,583 2 %

Total revenue $ 5,063,242 100 % $ 4,671,743 100 %

* The sum of the individual percentages may not equal the total due to rounding.

1 unchanged sentence

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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.

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

from the tables below.

February 1, 2025

As of May 3, 2025 and November 2, 2024, the Company held $ 1.8 billion and $ 1.4 billion, respectively, of cash that is excluded from the tables below.

Fair Value Measurement at

5 unchanged sentences

Government and institutional money market funds $ 564,760 $ — $ 564,760

Corporate obligations (1) — 199,308 199,308

Short-term investments:

Available-for-sale:

Securities with one year or less to maturity:

Corporate obligations (1) — 71,178 71,178

Bank obligations (1) — 300,282 300,282

Other assets:

5 unchanged sentences

Total liabilities measured at fair value $ — $ 27,201 $ 27,201

(1) The amortized cost of the Company’s investments classified as available-for-sale as of February 1, 2025 was $ 576.0 million.

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

31 unchanged sentences

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 ($ 548.4 million and $ 547.7 million as of February 1, 2025 and November 2, 2024, respectively).

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 ($ 548.7 million and $ 547.7 million as of May 3, 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.

February 1, 2025 November 2, 2024

May 3, 2025 November 2, 2024

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

14 unchanged sentences

Note 8 – Derivatives

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:

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of May 3, 2025 and November 2, 2024 were $ 276.0 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

Balance Sheet Location February 1, 2025 November 2, 2024

Balance Sheet Location May 3, 2025 November 2, 2024

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 12,297 $ 780

Forward foreign currency exchange contracts Accrued liabilities $ 136 $ 4,235

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:

As of May 3, 2025 and November 2, 2024, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 191.8 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

Balance Sheet Location February 1, 2025 November 2, 2024

Balance Sheet Location May 3, 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:

February 1, 2025

Balance Sheet Location Loss on Swaps Gain on Note

3 unchanged sentences

Note 9 – Inventories

Inventories at February 1, 2025 and November 2, 2024 were as follows:

February 1, 2025 November 2, 2024

Inventories at May 3, 2025 and November 2, 2024 were as follows:

May 3, 2025 November 2, 2024

Raw materials $ 74,105 $ 93,608

2 unchanged sentences

Total inventories $ 1,524,897 $ 1,447,687

Note 10 – Debt

Revolving Credit Agreement

On April 11, 2025, the Company entered into its Fourth Amended and Restated Revolving Credit Agreement (Revolving Credit Agreement) with the Company and Bank of America, N.A.

as administrative agent and the other banks identified therein as lenders, which further amended and restated its revolving credit agreement dated as of June 23, 2021.

The Revolving Credit Agreement provides for a five-year unsecured revolving credit facility in an aggregate principal amount of up to $ 3.0 billion, expiring on April 11, 2030.

The Revolving Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries.

As of May 3, 2025, the Company was in compliance with these covenants.

During the second quarter of fiscal 2025, the Company repaid the $ 400.0 million principal amount on its 2025 Notes, due April 2025.

Note 11 – Income Taxes

The Company’s effective tax rates for the three-month periods ended February 1, 2025 and February 3, 2024 were below the U.S.

The Company’s effective tax rates for the three- and six-month periods ended May 3, 2025 and May 4, 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.

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;

an IRS income tax audit for the fiscal years ended October 30, 2021 (fiscal 2021), November 2, 2019 (fiscal 2019) and November 3, 2018 (fiscal 2018);

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.

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

state and local audits and international audits, including Irish corporate tax audits for fiscal 2021.

The Company’s U.S.

federal income tax returns prior to the fiscal year ended November 3, 2018 are no longer subject to examination, except for the applicable Maxim pre-acquisition fiscal years noted above.

federal income tax returns prior to fiscal 2018 are no longer subject to examination, except for the applicable Maxim pre-acquisition fiscal years noted above.

During the second quarter of fiscal 2025, the Company received an assessment from the U.S.

Internal Revenue Service (IRS) for fiscal 2018 and fiscal 2019, totaling approximately $ 267.0 million.

The assessment excludes any penalties and interest.

The assessment pertains to transfer pricing arrangements between the Company and one of its wholly-owned foreign subsidiaries.

The Company firmly disagrees with this assessment and maintains that its transfer pricing is appropriate.

Consequently, the Company has not recorded any additional tax liability related to fiscal 2018 and fiscal 2019 in relation to this issue, nor to any other periods.

The Company intends to vigorously defend its original tax return position and is currently in the process of preparing a formal protest and appeal with the IRS.

Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, such a resolution, along with any potential impact on subsequent fiscal years, could have a material adverse effect on the Company’s income tax expense and net earnings in future periods.

Note 12 – New Accounting Pronouncements

6 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.

The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.

The Company is currently evaluating the impact, if any, adoption will have on its financial statement

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

9 unchanged sentences

Note 13 – Subsequent Events

On February 18, 2025, the Board of Directors of the Company declared a cash dividend of $ 0.99 per outstanding share of common stock.

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.

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.

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.

On May 21, 2025, the Board of Directors of the Company declared a cash dividend of $ 0.99 per outstanding share of common stock.

The dividend will be paid on June 18, 2025 to all shareholders of record at the close of business on June 4, 2025 and is expected to total approximately $ 491.3 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