What changed in this filing

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Item 1. Financial Statements

2025-08-20 compared with 2025-05-22 · 100 added, 54 removed, 387 unchanged (28% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Revenue $ 2,880,348 $ 2,312,209 $ 7,943,590 $ 6,983,952

25 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net income $ 518,518 $ 392,232 $ 1,479,604 $ 1,157,201

2 unchanged sentences

Changes in pension plans, net 542 ( 141 ) 1,582 985

Other comprehensive income 17,337 4,084 17,624 11,101

Other comprehensive (loss) income ( 5,453 ) 7,483 12,171 18,584

Comprehensive income $ 513,065 $ 399,715 $ 1,491,775 $ 1,175,785

3 unchanged sentences

(in thousands, except share and per share amounts)

May 3, 2025 November 2, 2024

August 2, 2025 November 2, 2024

Current Assets

40 unchanged sentences

(in thousands)

Three Months Ended May 3, 2025

Three Months Ended August 2, 2025

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, FEBRUARY 1, 2025

BALANCE, MAY 3, 2025

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

3 unchanged sentences

Stock-based compensation expense 84,703

Other comprehensive income 17,337

Other comprehensive loss ( 5,453 )

Common stock repurchased ( 4,681 ) ( 781 ) ( 1,074,371 )

BALANCE, MAY 3, 2025

BALANCE, AUGUST 2, 2025

491,955 $ 81,994 $ 23,938,238 $ 10,238,695 $ ( 173,085 )

Six Months Ended May 3, 2025

Nine Months Ended August 2, 2025

Capital in Accumulated

5 unchanged sentences

Dividends declared and paid - $ 2.90 per share

( 1,437,521 )

Issuance of stock under stock plans and other 2,291 382 103,947

2 unchanged sentences

Common stock repurchased ( 6,633 ) ( 1,106 ) ( 1,483,060 )

BALANCE, MAY 3, 2025

BALANCE, AUGUST 2, 2025

491,955 $ 81,994 $ 23,938,238 $ 10,238,695 $ ( 173,085 )

See accompanying notes.

Three Months Ended May 4, 2024

Three Months Ended August 3, 2024

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

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

BALANCE, MAY 4, 2024 496,217 $ 82,704 $ 25,103,737 $ 10,239,549 $ ( 177,201 )

Net income 392,232

4 unchanged sentences

Common stock repurchased ( 551 ) ( 92 ) ( 117,888 )

BALANCE, MAY 4, 2024

BALANCE, AUGUST 3, 2024

496,493 $ 82,750 $ 25,101,781 $ 10,175,296 $ ( 169,718 )

Six Months Ended May 4, 2024

Nine Months Ended August 3, 2024

Capital in Accumulated

4 unchanged sentences

Dividends declared and paid - $ 2.70 per share

( 1,338,703 )

Issuance of stock under stock plans and other 2,989 498 115,857

2 unchanged sentences

Common stock repurchased ( 2,758 ) ( 460 ) ( 520,252 )

BALANCE, MAY 4, 2024

BALANCE, AUGUST 3, 2024

496,493 $ 82,750 $ 25,101,781 $ 10,175,296 $ ( 169,718 )

3 unchanged sentences

(in thousands)

Six Months Ended

May 3, 2025 May 4, 2024

Nine Months Ended

August 2, 2025 August 3, 2024

Cash flows from operating activities:

16 unchanged sentences

Other ( 13,595 ) 10,710

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

Net cash used for investing activities ( 1,096,216 ) ( 993,244 )

Cash flows from financing activities:

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED AUGUST 2, 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 six months of fiscal 2025 included one less week of operations as compared to the first six months of fiscal 2024.

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

Note 2 – Shareholders’ Equity

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.

As of August 2, 2025, the Company’s Board of Directors had authorized the repurchase of an aggregate of $ 26.7 billion of its common stock under its common stock repurchase program and $ 10.3 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 six 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 nine months of fiscal 2025.

Foreign currency translation adjustment Unrealized holding gains/losses on derivatives

5 unchanged sentences

Other comprehensive income ( 548 ) 11,137 1,582 12,171

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

August 2, 2025 $ ( 72,059 ) $ ( 74,065 ) $ ( 26,961 ) $ ( 173,085 )

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

Three Months Ended Nine Months Ended

Comprehensive (Loss) Income Component August 2, 2025 August 3, 2024 August 2, 2025 August 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:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net income $ 518,518 $ 392,232 $ 1,479,604 $ 1,157,201

22 unchanged sentences

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.

Employee severance costs, net 2,444

Severance payments ( 14,195 )

Balance at August 2, 2025 $ 9,292

The Company recorded net special charges of $ 70.0 million as part of its Global Repositioning Actions in the nine months ended August 2, 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.

9 unchanged sentences

Three Months Ended

May 3, 2025 May 4, 2024

August 2, 2025 August 3, 2024

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

4 unchanged sentences

Total revenue $ 2,880,348 100 % 25 % $ 2,312,209 100 %

Six Months Ended

May 3, 2025 May 4, 2024

Nine Months Ended

August 2, 2025 August 3, 2024

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

6 unchanged sentences

Revenue by Sales Channel

The following tables summarize revenue by channel.

The following tables summarize revenue by sales 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

May 3, 2025 May 4, 2024

August 2, 2025 August 3, 2024

Channel Revenue % of Revenue* Revenue % of Revenue*

3 unchanged sentences

Total revenue $ 2,880,348 100 % $ 2,312,209 100 %

Six Months Ended

May 3, 2025 May 4, 2024

Nine Months Ended

August 2, 2025 August 3, 2024

Channel Revenue % of Revenue* Revenue % of Revenue*

6 unchanged sentences

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 May 3, 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 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.

As of August 2, 2025 and November 2, 2024, the Company held $ 1.4 billion and $ 1.4 billion, respectively, of cash that is excluded

from the tables below.

August 2, 2025

Fair Value Measurement at

5 unchanged sentences

Government and institutional money market funds $ 555,878 $ — $ 555,878

Corporate obligations (1) — 396,109 396,109

Short-term investments (2):

Available-for-sale:

Corporate obligations (1)

— 654,391 654,391

Bank obligations (1) — 493,705 493,705

Other assets:

Forward foreign currency exchange contracts (3)

— 10,313 10,313

Deferred compensation plan investments 100,559 — 100,559

1 unchanged sentence

Forward foreign currency exchange contracts (3)

$ — $ 10,535 $ 10,535

Interest rate derivatives (4)

— 17,404 17,404

Total liabilities measured at fair value $ — $ 27,939 $ 27,939

(1) The amortized cost of the Company’s investments classified as available-for-sale as of August 2, 2025 was $ 1.6 billion.

(2) Available-for-sale securities are classified as current assets on the Condensed Consolidated Balance Sheets if the securities are available to be converted into cash to fund current operations.

(3) 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 ($ 548.7 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.

May 3, 2025 November 2, 2024

August 2, 2025 November 2, 2024

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

2 unchanged sentences

2027 Notes, due June 2027 440,212 436,034 440,212 421,077

2028 Notes, due June 2028 850,000 855,077 — —

2028 Notes, due October 2028 750,000 696,785 750,000 673,316

2030 Notes, due June 2030 650,000 656,509 — —

2031 Notes, due October 2031 1,000,000 879,165 1,000,000 843,766

9 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 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:

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of August 2, 2025 and November 2, 2024 were $ 282.2 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 May 3, 2025 November 2, 2024

Balance Sheet Location August 2, 2025 November 2, 2024

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 6,800 $ 780

Forward foreign currency exchange contracts Accrued liabilities $ 3,071 $ 4,235

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:

As of August 2, 2025 and November 2, 2024, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 184.7 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 May 3, 2025 November 2, 2024

Balance Sheet Location August 2, 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:

August 2, 2025

Balance Sheet Location Loss on Swaps Gain on Note

3 unchanged sentences

Note 9 – Inventories

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

May 3, 2025 November 2, 2024

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

August 2, 2025 November 2, 2024

Raw materials $ 68,721 $ 93,608

8 unchanged sentences

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.

As of August 2, 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.

On June 16, 2025, in an underwritten public offering, the Company issued $ 850.0 million aggregate principal amount of 4.250 % senior notes due June 15, 2028 (the 2028 Notes) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025.

The net proceeds of the offering were $ 845.3 million, after discounts and issuance costs.

Prior to May 15, 2028 (the date that is one month prior to the maturity date of the 2028 Notes), the Company may, at its option, redeem the 2028 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(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 2028 Notes matured on June 15, 2028) on a semi-annual basis at the applicable treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2028 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after May 15, 2028, the Company may, at its option, redeem the 2028 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 2028 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2028 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

On June 16, 2025, in an underwritten public offering, the Company issued $ 650.0 million aggregate principal amount of 4.500 % senior notes due June 15, 2030 (the 2030 Notes) with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025.

The net proceeds of the offering were $ 645.5 million, after discounts and issuance costs.

Prior to May 15, 2030 (the date that is one month prior to the maturity date of the 2030 Notes), the Company may, at its option, redeem the 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of:

(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 2030 Notes matured on June 15, 2030) on a semi-annual basis at the applicable treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100 % of the principal amount of the 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after May 15, 2030, the Company may, at its option, redeem the 2030 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 2030 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The 2030 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2028 Notes and the 2030 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.

The covenants applicable to the 2028 Notes and the 2030 Notes limit the Company’s ability to incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property;

enter into certain sale and lease-back transactions with respect to a principal property;

and consolidate with

or merge into, or transfer or lease all or substantially all of its assets to, any other party.

As of August 2, 2025, the Company was in compliance with these covenants.

Note 11 – Income Taxes

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.

On July 4, 2025, the reconciliation bill, commonly known as the One Big Beautiful Bill Act (OBBBA), was enacted into law.

The OBBBA, among other things, eliminates the requirement to capitalize U.S.

R&D expenses, permanently extends certain provisions of the Tax Cuts & Jobs Act of 2017 and modifies certain international tax provisions, including changes to the Global Intangible Low-Taxed Income (GILTI) and the foreign-derived intangible income regimes, with effective dates beginning in calendar year 2025 and extending through calendar year 2027.

As the OBBBA was enacted during the Company’s fiscal quarter ended August 2, 2025, the Company has considered and reflected the impacts on the condensed consolidated financial statements.

The Company is in the process of evaluating the financial statement impact of these provisions to future periods, but does not expect the OBBBA to have a material impact on the consolidated financial statements.

The Company accounts for GILTI under the deferred method.

As a result of the enactment of the OBBBA, which revised the applicable GILTI tax rate for the Company’s fiscal years beginning in 2027 in the third quarter of fiscal 2025, the Company recorded a net deferred tax expense of $ 153.8 million related to the remeasurement of its GILTI-related deferred tax assets and liabilities.

The Company has numerous audits ongoing throughout the world including:

11 unchanged sentences

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.

The Company intends to vigorously defend its original tax return position and is currently preparing for an 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.

7 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

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):

9 unchanged sentences

Note 13 – Subsequent Events

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.

On August 15, 2025, the Company increased the aggregate amount that it may issue under its commercial paper program from $ 2.5 billion to $ 3.0 billion outstanding at any time.

For further information on the Company’s commercial paper program, see Note 13, Debt , in the Notes to Condensed Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K for the fiscal year-ended November 2, 2024, which was filed with the Securities and Exchange Commission on November 26, 2024.

On August 19, 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 September 16, 2025 to all shareholders of record at the close of business on September 2, 2025 and is expected to total approximately $ 487.0 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