What changed in this filing

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Item 1. Financial Statements

2026-08-19 compared with 2026-05-20 · 106 added, 58 removed, 391 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended Six Months Ended

May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Three Months Ended Nine Months Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Revenue $ 4,021,899 $ 2,880,348 $ 10,805,627 $ 7,943,590

25 unchanged sentences

(in thousands)

Three Months Ended Six Months Ended

May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Three Months Ended Nine Months Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Net income $ 1,340,090 $ 518,518 $ 3,347,266 $ 1,479,604

2 unchanged sentences

Changes in pension plans, net 187 542 582 1,582

Other comprehensive (loss) income ( 3,802 ) 17,337 2,339 17,624

Other comprehensive income (loss) 3,152 ( 5,453 ) 5,491 12,171

Comprehensive income $ 1,343,242 $ 513,065 $ 3,352,757 $ 1,491,775

3 unchanged sentences

(in thousands, except share and per share amounts)

May 2, 2026 November 1, 2025

August 1, 2026 November 1, 2025

Current Assets

40 unchanged sentences

(in thousands)

Three Months Ended May 2, 2026

Three Months Ended August 1, 2026

Capital in Accumulated

1 unchanged sentence

Shares Amount Par Value Earnings Loss

BALANCE, JANUARY 31, 2026

BALANCE, MAY 2, 2026

487,087 $ 81,183 $ 22,287,095 $ 11,525,998 $ ( 152,243 )

3 unchanged sentences

Stock-based compensation expense 96,255

Other comprehensive loss ( 3,802 )

Other comprehensive income 3,152

Common stock repurchased ( 2,882 ) ( 480 ) ( 1,156,528 )

BALANCE, MAY 2, 2026

BALANCE, AUGUST 1, 2026

484,565 $ 80,762 $ 21,288,447 $ 12,330,779 $ ( 149,091 )

Six Months Ended May 2, 2026

Nine Months Ended August 1, 2026

Capital in Accumulated

10 unchanged sentences

Common stock repurchased ( 7,112 ) ( 1,186 ) ( 2,445,223 )

BALANCE, MAY 2, 2026

BALANCE, AUGUST 1, 2026

484,565 $ 80,762 $ 21,288,447 $ 12,330,779 $ ( 149,091 )

See accompanying notes.

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

BALANCE, MAY 3, 2025 496,248 $ 82,710 $ 24,885,204 $ 10,210,338 $ ( 167,632 )

Net income 518,518

2 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

4 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 )

3 unchanged sentences

(in thousands)

Six Months Ended

May 2, 2026 May 3, 2025

Nine Months Ended

August 1, 2026 August 2, 2025

Cash flows from operating activities:

10 unchanged sentences

Cash flows from investing activities:

Purchases of short-term available-for-sale investments — ( 1,150,240 )

Maturities of short-term available-for-sale investments 990,657 372,778

1 unchanged sentence

Proceeds from sale of property, plant and equipment, net

Proceeds from sale of a subsidiary, net 96,592 —

Payments for acquisitions, net of cash acquired ( 1,536,049 ) ( 45,652 )

Other ( 32,425 ) ( 13,595 )

Net cash (used for) provided by investing activities ( 158,955 ) 133,892

Net cash used for investing activities ( 873,902 ) ( 1,096,216 )

Cash flows from financing activities:

Proceeds from debt — 1,490,785

Debt repayments — ( 399,998 )

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED MAY 2, 2026 (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED AUGUST 1, 2026 (UNAUDITED)

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

5 unchanged sentences

Note 2 – Shareholders’ Equity

As of May 2, 2026, 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 $ 8.5 billion remained available for repurchases under the program.

As of August 1, 2026, 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 $ 7.4 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 six months of fiscal 2026.

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 2026.

Foreign currency translation adjustment Unrealized holding gains/losses on derivatives

5 unchanged sentences

Other comprehensive income 2,403 2,506 582 5,491

May 2, 2026 $ ( 70,376 ) $ ( 69,157 ) $ ( 12,710 ) $ ( 152,243 )

August 1, 2026 $ ( 69,297 ) $ ( 67,271 ) $ ( 12,523 ) $ ( 149,091 )

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 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025 Location

Three Months Ended Nine Months Ended

Comprehensive (Loss) Income Component August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025 Location

Unrealized holding gains/losses on derivatives:

8 unchanged sentences

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

Three Months Ended Six Months Ended

May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Three Months Ended Nine Months Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Net income $ 1,340,090 $ 518,518 $ 3,347,266 $ 1,479,604

21 unchanged sentences

Balance at May 2, 2026 $ 13,390

The Company recorded net special charges of $ 32.4 million as part of its Global Repositioning Actions in the six months ended May 2, 2026.

Severance payments ( 6,377 )

Balance at August 1, 2026 $ 7,013

The Company recorded net special charges of $ 32.4 million as part of its Global Repositioning Actions in the nine months ended August 1, 2026.

The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy and organizational design and streamlining its operations to achieve its long-term strategic plan.

3 unchanged sentences

The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.

During the third quarter of fiscal 2026, the Company completed the sale of a subsidiary in Penang, Malaysia, which included its facility and certain equipment previously classified as held for sale.

The Company recorded a gain on this sale of approximately $ 24.2 million in Special charges, net.

Note 6 – Industry and Segment Information

1 unchanged sentence

The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM:

Three Months Ended Six Months Ended

May 2, 2026 May 3, 2025 May 2, 2026 May 3, 2025

Three Months Ended Nine Months Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

$ 4,021,899 $ 2,880,348 $ 10,805,627 $ 7,943,590

12 unchanged sentences

_______________________________________

(1) Includes depreciation and amortization expenses, facilities expenses, legal expenses and other discretionary expenses.

(1) Includes depreciation and amortization expenses, facilities expenses, legal expenses, acquisition related transaction costs and other discretionary expenses.

Revenue Trends by End Market

5 unchanged sentences

Three Months Ended

May 2, 2026 May 3, 2025

August 1, 2026 August 2, 2025

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

4 unchanged sentences

Total revenue $ 4,021,899 100 % 40 % $ 2,880,348 100 %

Six Months Ended

May 2, 2026 May 3, 2025

Nine Months Ended

August 1, 2026 August 2, 2025

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

13 unchanged sentences

Three Months Ended

May 2, 2026 May 3, 2025

August 1, 2026 August 2, 2025

Channel Revenue % of Revenue* Revenue % of Revenue*

3 unchanged sentences

Total revenue $ 4,021,899 100 % $ 2,880,348 100 %

Six Months Ended

May 2, 2026 May 3, 2025

Nine Months Ended

August 1, 2026 August 2, 2025

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 2, 2026 and November 1, 2025.

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 2, 2026 and November 1, 2025, the Company held $ 1.3 billion and $ 1.4 billion, respectively, of cash that is excluded from the tables below.

As of August 1, 2026 and November 1, 2025, the Company held $ 1.1 billion and $ 1.4 billion, respectively, of cash that is excluded from the tables below.

August 1, 2026

Fair Value Measurement at

10 unchanged sentences

— 159,064 159,064

Bank obligations (1) — 495,115 495,115

Other assets:

5 unchanged sentences

Total liabilities measured at fair value $ — $ 53,013 $ 53,013

(1) The amortized cost of the Company’s investments classified as available-for-sale as of May 2, 2026 was $ 1.4 billion.

(1) The amortized cost of the Company’s investments classified as available-for-sale as of August 1, 2026 was $ 498.3 million.

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

36 unchanged sentences

Debt — 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 ($ 550.2 million and $ 446.6 million as of May 2, 2026 and November 1, 2025, 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 ($ 1.0 billion and $ 0.4 billion as of August 1, 2026 and November 1, 2025, 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 2, 2026 November 1, 2025

August 1, 2026 November 1, 2025

Principal Amount Outstanding Fair Value Principal Amount Outstanding Fair Value

15 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 2, 2026 and November 1, 2025 were $ 343.2 million and $ 297.0 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 1, 2026 and November 1, 2025 were $ 495.2 million and $ 297.0 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 2, 2026 November 1, 2025

Balance Sheet Location August 1, 2026 November 1, 2025

Forward foreign currency exchange contracts Prepaid expenses and other current assets $ 1,195 $ 4,403

Forward foreign currency exchange contracts Accrued liabilities $ 7,623 $ 4,399

As of May 2, 2026 and November 1, 2025, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 319.0 million and $ 207.3 million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:

As of August 1, 2026 and November 1, 2025, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $ 455.1 million and $ 207.3 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 2, 2026 November 1, 2025

Balance Sheet Location August 1, 2026 November 1, 2025

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:

May 2, 2026 November 1, 2025

August 1, 2026 November 1, 2025

Balance Sheet Location Loss on Swaps Gain on Note Loss on Swaps Gain on Note

4 unchanged sentences

Note 9 – Inventories

Inventories at May 2, 2026 and November 1, 2025 were as follows:

May 2, 2026 November 1, 2025

Inventories at August 1, 2026 and November 1, 2025 were as follows:

August 1, 2026 November 1, 2025

Raw materials $ 85,123 $ 70,183

2 unchanged sentences

Total inventories $ 1,931,496 $ 1,656,323

Note 10 – Debt

Revolving Credit Agreements

On July 2, 2026, the Company entered into a Credit Agreement (the 364 -Day Revolving Credit Agreement) with Bank of America, N.A.

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

The 364 -Day Revolving Credit Agreement provides for a 364 -day unsecured revolving credit facility in an aggregate principal amount not to exceed $ 3.0 billion, expiring on July 1, 2027.

The 364 -Day Revolving Credit Agreement is in addition to the Fourth Amended and Restated Credit Agreement, dated as of April 11, 2025, with Bank of America, N.A.

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

Both agreements contain customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries.

As of August 1, 2026, the Company was in compliance with these covenants.

Note 11 – Acquisitions

Empower Semiconductor

On July 7, 2026, the Company completed the acquisition of all of the voting interests of Empower Semiconductor, Inc.

(Empower), a provider of integrated voltage regulators and power management solutions, for approximately $ 1.5 billion.

The acquisition was accounted for as a business combination.

The preliminary purchase price allocation resulted in the recognition of $ 1.0 billion of goodwill, $ 0.6 billion of intangible assets, primarily technology-based, and $ 0.1 billion of deferred tax liabilities.

The goodwill is attributable to the expected future economic benefits arising from the acquisition, including the enhancement of the Company’s power technology portfolio.

None of the goodwill is expected to be deductible for tax purposes.

Revenue and earnings attributable to Empower since the acquisition date were immaterial to the Company's condensed consolidated financial statements.

The Company recognized approximately $ 23.4 million of transaction-related costs, including legal, accounting and other related fees that were expensed during the third quarter of fiscal 2026.

These costs are included in the Condensed Consolidated Statement of Income in Operating expenses within Selling, marketing, general and administrative expenses.

The purchase accounting for the acquisition is preliminary and remains subject to adjustment as the Company completes its valuation of assets acquired and liabilities assumed.

The Company expects to complete the purchase accounting within one year of the acquisition date.

Note 12 – Goodwill and Intangible Assets

The following table presents the changes in goodwill during the first nine months of fiscal 2026:

Balance as of November 1, 2025

Acquisition of Empower (Note 11) 1,028,880

Net other acquisitions and dispositions 14,677

Balance as of August 1, 2026

Intangible Assets

As of August 1, 2026 and November 1, 2025, the Company’s intangible assets consisted of the following:

August 1, 2026 November 1, 2025

Gross Carrying

Amount Accumulated

Amortization Gross Carrying

Amount Accumulated

Customer relationships $ 10,366,740 $ 5,874,473 $ 10,335,903 $ 5,311,189

Technology-based 8,201,637 5,225,684 7,617,866 4,628,765

Trade-name 72,200 72,200 72,200 72,200

Assembled workforce 1,800 1,800 1,800 1,800

Total $ 18,642,377 $ 11,174,157 $ 18,027,769 $ 10,013,954

Note 13 – Income Taxes

The Company’s effective tax rates for the three- and six-month periods ended May 2, 2026 and May 3, 2025 were below the U.S.

The Company’s effective tax rates for the three- and nine-month periods ended August 1, 2026 were below the U.S.

statutory tax rate of 21% due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.

5 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 preparing for an appeal with the IRS.

The Company intends to vigorously defend its original tax return position and is 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.

1 unchanged sentence

Standards Implemented

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

In December 2023, the Federal Accounting Standards Board (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.

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

The Company adopted this ASU in fiscal 2026 and will include required financial statement disclosures in its Annual Report on Form 10-K for fiscal 2026.

6 unchanged sentences

Note 15 – Subsequent Events

On May 19, 2026, the Board of Directors of the Company declared a cash dividend of $ 1.10 per outstanding share of common stock.

The dividend will be paid on June 16, 2026 to all shareholders of record at the close of business on June 2, 2026 and is expected to total approximately $ 535.8 million.

On August 18, 2026, the Board of Directors of the Company declared a cash dividend of $ 1.10 per outstanding share of common stock.

The dividend will be paid on September 15, 2026 to all shareholders of record at the close of business on September 1, 2026 and is expected to total approximately $ 533.0 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