What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-03 compared with 2025-08-29 · 130 added, 131 removed, 152 unchanged (63% of the section changed)

14 unchanged sentences

• risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products;

• risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing personnel;

• risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees;

• risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;

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Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

Net revenue in the second quarter of fiscal 2026 was $2.0 billion and was 58% higher than net revenue in the second quarter of fiscal 2025.

This was due to increases in sales from the data center end market by 69%, from the carrier infrastructure end market by 71%, from the enterprise networking end market by 28%, and from the consumer end market by 30%.

Sales from the automotive/industrial end market were relatively flat for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.

Strong revenue growth from our data center market was led by our custom products, as well as our electro-optics portfolio.

Additionally, following a period of inventory correction, we have continued to see revenue recovery in our carrier infrastructure and enterprise networking end markets, with both end markets growing significantly compared to the second quarter of fiscal 2025.

Net revenue in the third quarter of fiscal 2026 was $2.1 billion and was 37% higher than net revenue in the third quarter of fiscal 2025.

This was due to increases in sales from the data center end market by 38%, from the enterprise networking end market by 57%, from the carrier infrastructure end market by 98%, and from the consumer end market by 21%.

The increase was partially offset by a decrease in sales from the automotive/industrial end market by 58%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Strong revenue growth from our data center market driven by AI related demand for our custom products and electro-optics portfolio.

We continue to monitor the environment for potential long-term impact on supply and demand from tariffs.

On April 7, 2025, we entered into a definitive agreement to sell our automotive ethernet business to Infineon Technologies AG (the “Buyer”) for $2.5 billion in cash.

The divestiture encompasses our automotive ethernet product portfolio and related assets.

In addition, we will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the sale.

As of August 2, 2025, we classified assets held for sale of $595.5 million, which consisted of $33.0 million of inventories, $20.3 million of property and equipment, $524.7 million of goodwill, $14.0 million of acquired intangible assets, and other related assets.

Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion.

We expect to record a gain on sale in the third quarter of fiscal 2026.

On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash.

During the three months ended November 1, 2025, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations.

See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Subsequent to quarter end, on December 2, 2025, we announced our intent to acquire Celestial AI Inc.

(“Celestial”), a provider of a photonic fabric platform purpose-built for next-generation scale-up interconnect.

We will issue Celestial shareholders a mix of cash and shares of our common stock to be determined.

This represents approximately $3.25 billion in transaction value upon acquisition close and may increase up to a total of approximately $5.5 billion in transaction value depending on the achievement of earn-out milestones after acquisition close.

The acquisition is expected to close in the first quarter of calendar 2026, subject to regulatory approval as well as other customary closing conditions.

Government Incentives and Grants.

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Under the program authorized by our Board of Directors, we may repurchase shares of our common stock in the open-market or through privately negotiated transactions.

On September 24, 2025, we executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion.

See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

The extent to which we repurchase our stock and the timing of such repurchases will depend upon market conditions, legal rules and regulations, and other corporate considerations, as determined by our management team.

During the six months ended August 2, 2025, we repurchased 8.3 million shares of our common stock for $540.0 million.

As of August 2, 2025, $2.0 billion remained available for future stock repurchases.

We returned $643.5 million to stockholders in the six months ended August 2, 2025 through $540.0 million in repurchases of shares of our common stock and $103.5 million in cash dividends.

During the nine months ended November 1, 2025, we repurchased 23.3 million shares of our common stock for $1.8 billion.

As of November 1, 2025, $5.7 billion remained available for future stock repurchases.

We returned $2.0 billion to stockholders in the nine months ended November 1, 2025 through $1.8 billion in repurchases of shares of our common stock and $154.3 million in cash dividends.

Cash and Short-Term Investments.

Our cash and cash equivalents were $1.2 billion at August 2, 2025, which were $276.1 million higher than our balance at February 1, 2025 of $948.3 million.

Our cash and cash equivalents were $2.7 billion at November 1, 2025, which were $1.8 billion higher than our balance at February 1, 2025 of $948.3 million.

Sales and Customer Composition.

Our accounts receivable was concentrated with five customers at August 2, 2025, who represented a total of 73% of gross accounts receivable, compared with four customers at August 3, 2024, who represented a total of 70% of gross accounts receivable.

Our accounts receivable was concentrated with three customers at November 1, 2025, who represented a total of 70% of gross accounts receivable, compared with four customers at November 2, 2024, who represented a total of 67% of gross accounts receivable.

Net revenue attributable to significant customers including both distributor and direct customers whose revenues represented 10% or more of total net revenue is presented in the following table:

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Direct Customer:

11% 13% 14% *

Distributor A 38% 33% 36% 35%

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Most of our sales are made to customers with operations located outside of the United States, primarily in Asia, and a majority of our products are manufactured outside the United States.

Sales shipped to customers with operations in Asia represented approximately 76% and 75% of our net revenue in the three and six months ended August 2, 2025, respectively, and approximately 77% and 75% of our net revenue in the three and six months ended August 3, 2024, respectively.

Sales shipped to customers with operations in Asia represented approximately 77% and 76% of our net revenue in the three and nine months ended November 1, 2025, respectively, and approximately 74% and 75% of our net revenue in the three and nine months ended November 2, 2024, respectively.

Because many manufacturers and manufacturing subcontractors of our customers are located in Asia, we expect that most of our net revenue will continue to be represented by sales to our customers in that region.

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Critical Accounting Policies and Estimates

There have been no material changes during the three months ended August 2, 2025 to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

There have been no material changes during the three months ended November 1, 2025 to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

In the current macroeconomic environment, our estimates could require increased judgment and carry a higher degree of variability and volatility.

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The following table sets forth information derived from our Unaudited Condensed Consolidated Statements of Operations expressed as a percentage of net revenue:

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Net revenue 100.0 % 100.0 % 100.0 % 100.0 %

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Selling, general and administrative 9.2 13.6 9.5 15.3

Restructuring related charges (gains), net 0.4 0.4 (0.1) 0.3

Restructuring related charges, net 0.5 23.6 0.1 9.3

Total operating expenses 34.3 69.4 35.4 61.3

Operating income (loss) 17.3 (46.4) 15.4 (24.2)

Interest and other loss, net (2.9) (3.6) (2.9) (3.7)

Interest and other income (loss), net 89.5 (3.1) 29.2 (3.5)

Income (loss) before income taxes 106.8 (49.5) 44.6 (27.7)

Provision for income taxes 1.9 3.7 1.9 2.7

Provision (benefit) for income taxes 15.1 (4.9) 6.5 (0.2)

Net income (loss) 91.7 % (44.6) % 38.1 % (27.5) %

Three and six months ended August 2, 2025 and August 3, 2024

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Three and nine months ended November 1, 2025 and November 2, 2024

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

Net revenue $ 2,074.5 $ 1,516.1 36.8% $ 5,975.9 $ 3,949.9 51.3%

Our net revenue for the three months ended August 2, 2025 increased by $733.2 million, or 58%, compared to net revenue for the three months ended August 3, 2024.

This was primarily due to a 69% increase in sales from the data center end market which benefited from strong AI demand.

The increase was also driven by increases in sales from the carrier infrastructure end market by 71%, from the enterprise networking end market by 28%, and from the consumer end market by 30%, which have been experiencing increases in demand.

Sales from the automotive/industrial end market were relatively flat for three months ended August 2, 2025 compared to the three months ended August 3, 2024.

Our net revenue for the six months ended August 2, 2025 increased by $1.5 billion, or 60%, compared to net revenue for the six months ended August 3, 2024.

This was primarily due to a 73% increase in sales from the data center end market which benefited from strong AI demand.

The increase was also driven by increases in sales from the carrier infrastructure end market by 82%, from the enterprise networking end market by 22%, and from the consumer end market by 37%, which have been experiencing increases in demand.

Sales from the automotive/industrial end market were relatively flat for six months ended August 2, 2025 compared to the six months ended August 3, 2024.

Our net revenue for the three months ended November 1, 2025 increased by $558.4 million, or 37%, compared to net revenue for the three months ended November 2, 2024.

This was primarily due to a 38% increase in sales from the data center end market which benefited from strong AI related demand.

Sales from the enterprise networking end market and the carrier infrastructure end market also increased by 57% and 98%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products.

Our net revenue for the nine months ended November 1, 2025 increased by $2.0 billion, or 51%, compared to net revenue for the nine months ended November 2, 2024.

This was primarily due to a 59% increase in sales from the data center end market which benefited from strong AI related demand.

Sales from the carrier infrastructure end market and the enterprise networking end market also increased by 88% and 34%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products.

The increase was partially offset by a decrease in sales from the automotive/industrial end market by 21%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026.

Cost of Goods Sold and Gross Profit

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

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% of net revenue 51.6 % 23.0 % 50.8 % 37.1 %

Cost of goods sold as a percentage of net revenue decreased for the three and six months ended August 2, 2025 compared to the three and six months ended August 3, 2024, which was primarily due to better cost absorption driven by higher revenues, partially offset by a shift in product mix.

As a result, gross margin for the three and six months ended August 2, 2025 increased by 4.2 and 4.5 percentage points, respectively, compared to the three and six months ended August 3, 2024.

Cost of goods sold as a percentage of net revenue decreased for the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, which was primarily due to impairment charges of $356.8 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during the quarter ended November 2, 2024.

The decreases in cost of goods sold as a percentage of net revenue were also due to better cost absorption driven by higher revenues, partially offset by a shift in product mix.

As a result, gross margin for the three and nine months ended November 1, 2025 increased by 28.6 and 13.7 percentage points, respectively, compared to the three and nine months ended November 2, 2024.

See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Research and Development

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

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% of net revenue 24.6 % 32.2 % 25.8 % 36.7 %

Research and development expense increased by $32.3 million in the three months ended August 2, 2025 compared to the three months ended August 3, 2024.

The increase was primarily due to higher overall spending to support our R&D initiatives, including $15.9 million of higher engineering design related costs.

Research and development expense increased by $63.9 million in the six months ended August 2, 2025 compared to the six months ended August 3, 2024.

The increase was primarily due to $21.6 million of higher employee compensation and related costs, as well as higher overall spending to support our R&D initiatives, including $11.0 million of higher engineering design related costs.

Research and development expense increased by $23.9 million and $87.8 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024.

The increases were primarily due to higher overall spending to support our R&D initiatives, including $15.8 million and $26.8 million, respectively, of higher engineering design related costs driven by impairment charges for property and equipment.

Selling, General and Administrative

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

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% of net revenue 9.2 % 13.6 % 9.5 % 15.3 %

Selling, general and administrative expense decreased by $4.5 million and $18.0 million, respectively, in the three and six months ended August 2, 2025 compared to the three and six months ended August 3, 2024.

Selling, general and administrative expense decreased by $15.4 million and $33.4 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024.

The decreases were primarily due to lower amortization expense for acquired intangible assets.

Restructuring Related Charges (Gains), Net

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Restructuring Related Charges, Net

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

Restructuring related charges (gains), net

Restructuring related charges, net

$ 9.6 $ 358.3 (97.3)% $ 6.0 $ 366.4 (98.4)%

% of net revenue 0.5 % 23.6 % 0.1 % 9.3 %

We recognized restructuring related charges of $8.7 million in the three months ended August 2, 2025, and a net restructuring gain of $3.6 million in the six months ended August 2, 2025 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

We recognized net restructuring related charges of $9.6 million and $6.0 million in the three and nine months ended November 1, 2025 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Interest and Other Loss, Net

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

Interest and Other Income (Loss), Net

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

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1,908.8 (0.5) * 1,898.3 5.4 *

Interest and other loss, net

Interest and other income (loss), net

$ 1,857.6 $ (47.7) * $ 1,746.5 $ (139.0) *

% of net revenue 89.5 % (3.1) % 29.2 % (3.5) %

Interest and other loss, net increased by $10.6 million in the three months ended August 2, 2025 compared to the three months ended August 3, 2024.

The increase was primarily due costs related to the sale of our automotive ethernet business, as well as higher interest expense.

Interest and other loss, net increased by $19.8 million in the six months ended August 2, 2025 compared to the six months ended August 3, 2024.

The increase was primarily due to higher net losses recognized from equity investments, costs related to the sale of our automotive ethernet business, as well as higher interest expense.

Provision for income taxes

Three Months Ended Six Months Ended

2025 August 3,

Change August 2,

2025 August 3,

*Not meaningful.

Interest and other income (loss), net increased by $1.9 billion in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024.

The increases were primarily due to the $1.8 billion gain on sale of our automotive ethernet business in the third quarter of fiscal 2026.

The increases were also driven by higher net gains recognized from equity investments, as well as higher interest income.

Provision (benefit) for income taxes

Three Months Ended Nine Months Ended

2025 November 2,

Change November 1,

2025 November 2,

(in millions, except percentage)

Provision for income taxes $ 38.9 $ 47.1 (17.4)% $ 76.9 $ 64.9 18.5%

Our income tax expense for the three months ended August 2, 2025 was $38.9 million compared to a tax expense of $47.1 million for the three months ended August 3, 2024.

These amounts differed from the U.S.

federal statutory tax rate of 21%, primarily due to a substantial portion of earnings or losses being taxed or benefited at rates lower than the U.S.

statutory rate, net of the impact of U.S.

taxation of foreign operations, benefits from tax credits, valuation allowance releases, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

Provision (benefit) for income taxes $ 314.1 $ (74.2) * $ 391.0 $ (9.3) *

*Not meaningful.

Our income tax expense for the three months ended November 1, 2025 was $314.1 million compared to a tax benefit of $74.2 million for the three months ended November 2, 2024.

The increase in the provision for income taxes for three months ended November 1, 2025 as compared to the three months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period.

The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods.

Our income tax expense for the six months ended August 2, 2025 was $76.9 million compared to a tax expense of $64.9 million for the six months ended August 3, 2024.

These amounts differed from the U.S.

federal statutory tax rate of 21%, primarily due to a substantial portion of earnings or losses being taxed or benefited at rates lower than the U.S.

statutory rate, net of the impact of U.S.

taxation of foreign operations, benefits from tax credits, valuation allowance releases, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

Our income tax expense for the nine months ended November 1, 2025 was $391.0 million compared to a tax benefit of $9.3 million for the nine months ended November 2, 2024.

The increase in the provision for income taxes for nine months ended November 1, 2025 as compared to the nine months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period.

The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods.

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International tax framework.

Our tax provision for the August 2, 2025 period includes the estimated impact of the 2025 Tax Act.

Our tax provision for the November 1, 2025 period includes the estimated impact of the 2025 Tax Act.

We will continue to evaluate the impact of the 2025 Tax Act on our income taxes.

Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion.

We expect to record the tax impact related to the gain on sale in the third quarter of fiscal 2026.

Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions, changes in the realizability of deferred tax assets, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws and regulations.

Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions or divestitures, changes in the realizability of deferred tax assets, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws and regulations.

It is also possible that significant negative evidence may become available that causes us to conclude that a valuation allowance is needed on certain of our deferred tax assets, which would adversely affect our income tax provision in the period of such change in judgment.

We are subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which we operate.

The enacted legislation did not have a significant effect on our provision for income taxes during the six months ended August 2, 2025.

As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%.

On June 28, 2025, the G7 released a joint statement that it had reached an understanding with the U.S.

on a side-by-side system that would exempt U.S.

parented multinational businesses from certain provisions of Pillar Two;

however, no agreement regarding implementation of the proposal has yet been reached.

The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future, could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows.

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable.

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Liquidity and Capital Resources

Our principal source of liquidity as of August 2, 2025 consisted of approximately $1.2 billion of cash and cash equivalents, of which approximately $973.8 million was held by subsidiaries outside of the United States, a portion of which are deemed to be indefinitely reinvested.

Our principal source of liquidity as of November 1, 2025 consisted of approximately $2.7 billion of cash and cash equivalents, of which approximately $1.4 billion was held by subsidiaries outside of the United States, a portion of which are deemed to be indefinitely reinvested.

We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

As of August 2, 2025, we had total borrowings outstanding of $4.5 billion, consisting of senior notes outstanding, of which $499.3 million is due within twelve months.

As of November 1, 2025, we had total borrowings outstanding of $4.5 billion, consisting of senior notes outstanding, of which $499.5 million is due within twelve months.

During the first quarter of fiscal 2026, we repaid $32.8 million of the principal outstanding of the 5-Year Tranche Loan.

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During the second quarter of fiscal 2026, we repaid $200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026.

As of August 2, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

As of November 1, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

On June 30, 2025, we completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5-year term due in 2030 (“2030 Senior Notes”) and (ii) $500.0 million of Senior Notes with a 10-year term due in 2035 (“2035 Senior Notes”).

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We may elect to factor trade accounts receivable from time to time as part of our overall liquidity and working capital management strategy.

During the three and six months ended August 2, 2025, we generated cash from operations from the sale of certain trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement.

During the three and nine months ended November 1, 2025, we generated cash from operations from the sale of certain trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement.

See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Subsequent to quarter end, on August 14, 2025, we completed the sale of our automotive ethernet business to the Buyer for $2.5 billion.

We expect to record a gain on sale in the third quarter of fiscal 2026.

On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash.

See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

We believe that our existing cash and cash equivalents, together with cash generated from operations, and funds from our 2025 Revolving Credit Facility will be sufficient to cover our working capital needs, capital expenditures, investment requirements, any declared dividends, repurchases of our common stock and commitments (including those discussed in “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements) for at least the next twelve months.

We believe that our existing cash and cash equivalents, together with cash generated from operations, and funds from our 2025 Revolving Credit Facility will be sufficient to cover our working capital needs, capital expenditures, investment requirements, any declared dividends, repurchases of our common stock, commitments (including those discussed in “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements), and the income tax related to the sale of our automotive ethernet business, for at least the next twelve months.

Our capital requirements will depend on many factors, including our rate of sales growth, market acceptance of our products, costs of securing access to adequate manufacturing capacity, the timing and extent of research and development projects and increases in operating expenses, all of which are subject to uncertainty.

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Cash Flows from Operating Activities

Net cash provided by operating activities for the six months ended August 2, 2025 was $794.5 million.

We had a net income of $372.7 million adjusted for the following non-cash items:

amortization of acquired intangible assets of $489.4 million, stock-based compensation expense of $295.7 million, depreciation and amortization of $168.3 million, restructuring related gains of $14.0 million, deferred income tax benefit of $9.2 million, and $80.8 million of net loss from other non-cash items.

Cash outflow from working capital of $589.2 million for the six months ended August 2, 2025 was primarily driven by increases in accounts receivable, prepaid expenses and other assets, and inventories, and decreases in accrued employee compensation and accounts payable, partially offset by an increase in accrued liabilities and other non-current liabilities.

The increase in accounts receivable was primarily due to higher sales and the impact of factoring of receivables.

The increase in prepaid expenses and other assets was primarily due to receivables for government incentives earned.

Inventories increased in support of expected revenue growth.

The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan.

The decrease in accounts payable is due to the timing of payments.

The increase in accrued liabilities and other non-current liabilities was primarily driven by higher ship and debit claims accrual.

Net cash provided by operating activities for the six months ended August 3, 2024 was $630.9 million.

We had a net loss of $408.9 million adjusted for the following non-cash items:

amortization of acquired intangible assets of $540.6 million, stock-based compensation expense of $291.4 million, depreciation and amortization of $148.9 million, deferred income tax benefit of $58.3 million, and $33.1 million of net loss from other non-cash items.

Cash inflow from working capital of $81.8 million for the six months ended August 3, 2024 was primarily driven by decreases in accounts receivable, prepaid expenses and other assets, and inventories, and an increase in accounts payable, partially offset by decreases in accrued liabilities and other non-current liabilities, and accrued employee compensation.

The decrease in accounts receivable was primarily due to decreased sales.

The decrease in prepaid expenses and other assets was primarily driven by a decrease in prepaid ship and debits due to lower inventory balances at distributors, and a decrease in prepaid corporate income tax, partially offset by payments on supply capacity reservation agreements, net of refunds.

The decrease in inventories was primarily due to an increase in demand and focused effort on supply chain efficiency as demand improves.

The increase in accounts payable was primarily due to the timing of payments.

The decrease in accrued liabilities and other non-current liabilities was primarily driven by lower ship and debit claims accrual due to lower inventory balances at distributors, partially offset by increases in income tax payable, interest accruals, and stock rotation accruals.

The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan.

Net cash provided by operating activities for the nine months ended November 1, 2025 was $1.4 billion.

We had a net income of $2.3 billion adjusted for the following non-cash items:

gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of $718.4 million, stock-based compensation expense of $447.8 million, depreciation and amortization of $255.2 million, restructuring related gains of $14.0 million, deferred income tax benefit of $2.2 million, and $85.1 million of net loss from other non-cash items.

Cash outflow from working capital of $557.1 million for the nine months ended November 1, 2025 was primarily driven by increases in accounts receivable, and prepaid expenses and other assets, and decreases in accounts payable and accrued employee compensation, partially offset by an increase in accrued liabilities and other non-current liabilities.

The increase in accounts receivable was primarily due to higher sales and the impact of decreased factoring of receivables.

The increase in prepaid expenses and other assets was primarily driven by higher prepaid ship and debits due to higher inventory balances at distributors, and from receivables for government incentives earned.

The decrease in accounts payable was due to the timing of payments.

The decrease in accrued employee compensation was due to timing of bonus payout of our annual employee bonus plan.

The increase in accrued liabilities and other non-current liabilities was primarily driven by an increase in income tax payable mainly from taxes on gain from sale of business, and higher ship and debit claims accrual.

Net cash provided by operating activities for the nine months ended November 2, 2024 was $1.2 billion.

We had a net loss of $1.1 billion adjusted for the following non-cash items:

amortization of acquired intangible assets of $805.5 million, restructuring related impairment charges of $524.1 million, stock-based compensation expense of $449.8 million, depreciation and amortization of $225.5 million, deferred income tax benefit of $106.2 million, and $42.1 million of net loss from other non-cash items.

Cash inflow from working capital of $311.6 million for the nine months ended November 2, 2024 was primarily driven by decreases in prepaid expenses and other assets, and accounts receivable, and increase in accounts payable, partially offset by a decrease in accrued liabilities and other non-current liabilities.

The decrease in prepaid expenses and other assets was primarily driven by a decrease in prepaid ship and debits due to lower inventory balances at distributors as a result of increased sell through, and a decrease in prepaid corporate income tax, partially offset by payments on supply capacity reservation agreements, net of refunds.

The decrease in accounts receivable was primarily due to higher factored receivables and higher distribution sales reserves.

The increase in accounts payable was primarily due to payment timing management.

The decrease in accrued liabilities and other non-current liabilities was primarily driven by lower ship and debit claims accrual due to lower inventory balances at distributors as a result of increased sell through, payments of accruals, partially offset by increases in restructuring accruals.

Cash Flows from Investing Activities

For the six months ended August 2, 2025, net cash used in investing activities of $171.3 million was primarily driven by purchases of property and equipment of $166.3 million, partially offset by proceeds from sales of property and equipment of $27.3 million.

For the six months ended August 3, 2024, net cash used in investing activities of $154.9 million was primarily driven by purchases of property and equipment of $139.7 million.

For the nine months ended November 1, 2025, net cash provided by investing activities of $2.2 billion was primarily driven by net proceeds from sale of our automotive ethernet business of $2.5 billion, and proceeds from sales of property and equipment of $27.4 million, partially offset by purchases of property and equipment of $239.8 million.

For the nine months ended November 2, 2024, net cash used in investing activities of $230.4 million was primarily driven by purchases of property and equipment of $214.7 million.

Cash Flows from Financing Activities

For the six months ended August 2, 2025, net cash used in financing activities of $347.1 million was primarily attributable to $790.6 million repayment of debt principal, $540.0 million repurchases of common stock, $103.5 million for payment of our quarterly dividends, $100.9 million for tax withholding payments on behalf of employees for net share settlements, and $54.3 million payments on technology license obligations, partially offset by $1.2 billion proceeds from borrowings, and $51.1 million in proceeds from the issuance of common stock under our employee stock plans.

For the six months ended August 3, 2024, net cash used in financing activities of $618.1 million was primarily attributable to $325.0 million repurchases of common stock, $131.7 million for tax withholding payments on behalf of employees for net share settlements, $103.7 million for payment of our quarterly dividends, $65.5 million payments on technology license obligations, and $43.8 million repayment of debt principal, partially offset by $51.6 million in proceeds from the issuance of common stock under our employee stock plans.

For the nine months ended November 1, 2025, net cash used in financing activities of $1.8 billion was primarily attributable to $1.8 billion repurchases of common stock, $790.6 million repayment of debt principal, $163.4 million for tax withholding payments on behalf of employees for net share settlements, $154.3 million for payment of our quarterly dividends, and $102.0 million payments on technology license obligations, partially offset by $1.2 billion proceeds from borrowings and $51.5 million in proceeds from the issuance of common stock under our employee stock plans.

For the nine months ended November 2, 2024, net cash used in financing activities of $1.0 billion was primarily attributable to $525.0 million repurchases of common stock, $190.3 million for tax withholding payments on behalf of employees for net share settlements, $155.6 million for payment of our quarterly dividends, $124.4 million payments on technology license obligations, and $76.6 million repayment of debt principal, partially offset by $52.4 million in proceeds from the issuance of common stock under our employee stock plans.

Indemnification Obligations

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Item 2. Management’s Discussion and Analysis