Analog Devices Inc 10-Q for FY2025 Q3
Analog Devices Inc (ADI)
10-Q
2025-08-20
For: 2025-08-02
View Original
Added on
April 02, 2026
About this 10-Q
Analog Devices Inc filed this 10-Q on August 20, 2025, covering the quarter ended August 2, 2025 (FY2025 Q3).
Headline figures
Quarter ended August 2, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.88B
- up 24.6% from $2.31B a year earlier
- Net income
- $518.52M
- up 32.2% from net income of $392.23M a year earlier
- Diluted EPS
- $1.04
- up 31.6% from $0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 2, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 1-7819
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(781 ) 935-5565
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of August 2, 2025 there were 491,955,436 shares of common stock of the registrant, $0.16 2/3 par value per share, outstanding.
PART I — FINANCIAL INFORMATION
| ITEM 1. | Financial Statements | ||||
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, marketing, general and administrative | |||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||
| Special charges, net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
| Nonoperating expense (income): | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total nonoperating expense (income) | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Shares used to compute earnings per common share – basic | |||||||||||||||||||||||
| Shares used to compute earnings per common share – diluted | |||||||||||||||||||||||
| Basic earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
1
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Change in fair value of derivative instruments designated as cash flow hedges, net | ( | ||||||||||||||||||||||
| Changes in pension plans, net | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
2
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
| August 2, 2025 | November 2, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current Assets | |||||||||||
| Net property, plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total non-current assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Income taxes payable | |||||||||||
| Debt, current | |||||||||||
| Commercial paper notes | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Income taxes payable | |||||||||||
| Other non-current liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Shareholders’ Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
See accompanying notes.
3
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(in thousands)
| Three Months Ended August 2, 2025 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
BALANCE, MAY 3, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 2, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Nine Months Ended August 2, 2025 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
BALANCE, NOVEMBER 2, 2024 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 2, 2025 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
See accompanying notes.
4
| Three Months Ended August 3, 2024 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
| BALANCE, MAY 4, 2024 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 3, 2024 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Nine Months Ended August 3, 2024 | |||||||||||||||||||||||||||||
| Capital in | Accumulated Other | ||||||||||||||||||||||||||||
| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
| BALANCE, OCTOBER 28, 2023 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Dividends declared and paid - $ | ( | ||||||||||||||||||||||||||||
| Issuance of stock under stock plans and other | |||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||
BALANCE, AUGUST 3, 2024 | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
See accompanying notes.
5
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Nine Months Ended | |||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangibles | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities | ( | ||||||||||
| Total adjustments | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of short-term available-for-sale investments | ( | ( | |||||||||
| Maturities of short-term available-for-sale investments | |||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
Proceeds from sale of property, plant and equipment, net | |||||||||||
| Payments for acquisitions, net of cash acquired | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Debt repayments | ( | ||||||||||
| Proceeds from commercial paper notes | |||||||||||
| Payments of commercial paper notes | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Dividend payments to shareholders | ( | ( | |||||||||
| Proceeds from employee stock plans | |||||||||||
| Other | ( | ||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes.
6
ANALOG DEVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED AUGUST 2, 2025 (UNAUDITED)
(all tabular amounts in thousands except per share amounts and percentages)
Note 1 – Basis of Presentation
In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 2, 2024 (fiscal 2024) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending November 1, 2025 (fiscal 2025) or any future period.
The Company has a 52 -53 week fiscal year that ends on the Saturday closest to the last day in October. Fiscal 2025 is a 52 -week fiscal year and fiscal 2024 was a 53 -week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 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 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 nine months of fiscal 2025.
| Foreign currency translation adjustment | Unrealized holding gains/losses on derivatives | Pension plans | Total | ||||||||||||||||||||||||||||||||
| November 2, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | ( | ||||||||||||||||||||||||||||||||||
| Amounts reclassified out of other comprehensive income | |||||||||||||||||||||||||||||||||||
| Tax effects | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income | ( | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
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:
7
| 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: | ||||||||||||||||||||||||||||||||
| Currency forwards | $ | $ | ( | $ | $ | ( | Cost of sales | |||||||||||||||||||||||||
| ( | ( | Research and development | ||||||||||||||||||||||||||||||
| ( | ( | ( | Selling, marketing, general and administrative | |||||||||||||||||||||||||||||
| Interest rate derivatives | Interest expense | |||||||||||||||||||||||||||||||
| Total before tax | ||||||||||||||||||||||||||||||||
| ( | ( | ( | ( | Tax | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | Net of tax | ||||||||||||||||||||||||||||
| Amortization of pension components included in the computation of net periodic pension cost: | ||||||||||||||||||||||||||||||||
| Actuarial losses | $ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||||
| Total amounts reclassified out of AOCI, net of tax | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Note 4 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic shares: | |||||||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Earnings per common share basic: | $ | $ | $ | $ | |||||||||||||||||||
| Diluted shares: | |||||||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Assumed exercise of common stock equivalents | |||||||||||||||||||||||
| Weighted-average common and common equivalent shares | |||||||||||||||||||||||
| Earnings per common share diluted: | $ | $ | $ | $ | |||||||||||||||||||
| Anti-dilutive shares related to: | |||||||||||||||||||||||
| Outstanding stock-based awards | |||||||||||||||||||||||
8
Note 5 – Special Charges, Net
Liabilities related to special charges, net are included in Accrued liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:
| Accrued Special Charges | Global Repositioning Actions | ||||||||||||||||||||||||||||||||||||||||
| Balance at November 2, 2024 | $ | ||||||||||||||||||||||||||||||||||||||||
Employee severance costs, net | |||||||||||||||||||||||||||||||||||||||||
Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at February 1, 2025 | $ | ||||||||||||||||||||||||||||||||||||||||
Employee severance costs, net | |||||||||||||||||||||||||||||||||||||||||
Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at May 3, 2025 | $ | ||||||||||||||||||||||||||||||||||||||||
| Employee severance costs, net | |||||||||||||||||||||||||||||||||||||||||
| Severance payments | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at August 2, 2025 | $ | ||||||||||||||||||||||||||||||||||||||||
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. 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 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. As data systems for capturing and tracking this data and the Company’s methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
9
| Three Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | % | % | $ | % | ||||||||||||||||||||||||
| Automotive | % | % | % | ||||||||||||||||||||||||||
| Consumer | % | % | % | ||||||||||||||||||||||||||
| Communications | % | % | % | ||||||||||||||||||||||||||
| Total revenue | $ | % | % | $ | % | ||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | % | % | $ | % | ||||||||||||||||||||||||
| Automotive | % | % | % | ||||||||||||||||||||||||||
| Consumer | % | % | % | ||||||||||||||||||||||||||
| Communications | % | % | % | ||||||||||||||||||||||||||
| Total revenue | $ | % | % | $ | % | ||||||||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
Revenue by Sales 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. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
| Three Months Ended | |||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||
| Channel | Revenue | % of Revenue* | Revenue | % of Revenue* | |||||||||||||||||||
| Distributors | $ | % | $ | % | |||||||||||||||||||
| Direct customers | % | % | |||||||||||||||||||||
| Other | % | % | |||||||||||||||||||||
| Total revenue | $ | % | $ | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||
| Channel | Revenue | % of Revenue* | Revenue | % of Revenue* | |||||||||||||||||||
| Distributors | $ | % | $ | % | |||||||||||||||||||
| Direct customers | % | % | |||||||||||||||||||||
| Other | % | % | |||||||||||||||||||||
| Total revenue | $ | % | $ | % | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
Note 7 – Fair Value
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 August 2, 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 August 2, 2025 and November 2, 2024, the Company held $1.4 billion and $1.4 billion, respectively, of cash that is excluded
10
from the tables below.
| August 2, 2025 | |||||||||||||||||||||||
Fair Value Measurement at Reporting Date Using: | |||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Cash equivalents: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Government and institutional money market funds | $ | $ | $ | ||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
Short-term investments (2): | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
| Bank obligations (1) | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
Forward foreign currency exchange contracts (3) | |||||||||||||||||||||||
| Deferred compensation plan investments | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Forward foreign currency exchange contracts (3) | $ | $ | $ | ||||||||||||||||||||
Interest rate derivatives (4) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||||||||
(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. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
(4)The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements.
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| November 2, 2024 | |||||||||||||||||||||||
Fair Value Measurement at Reporting Date Using: | |||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Total | |||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Government and institutional money market funds | $ | $ | $ | ||||||||||||||||||||
| Short-term investments: | |||||||||||||||||||||||
| Available-for-sale: | |||||||||||||||||||||||
| Securities with one year or less to maturity: | |||||||||||||||||||||||
| Corporate obligations (1) | |||||||||||||||||||||||
| Bank obligations (1) | |||||||||||||||||||||||
| Other assets: | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (2) | |||||||||||||||||||||||
| Deferred compensation plan investments | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Forward foreign currency exchange contracts (2) | $ | $ | $ | ||||||||||||||||||||
| Interest rate derivatives (3) | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | ||||||||||||||||||||
(1)The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $382.9 million.
(2)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis
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 August 2, 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.
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| August 2, 2025 | November 2, 2024 | ||||||||||||||||||||||
| Principal Amount Outstanding | Fair Value | Principal Amount Outstanding | Fair Value | ||||||||||||||||||||
| 2025 Notes, due April 2025 | $ | $ | |||||||||||||||||||||
| 2026 Notes, due December 2026 | |||||||||||||||||||||||
| 2027 Notes, due June 2027 | |||||||||||||||||||||||
| 2028 Notes, due June 2028 | |||||||||||||||||||||||
| 2028 Notes, due October 2028 | |||||||||||||||||||||||
| 2030 Notes, due June 2030 | |||||||||||||||||||||||
| 2031 Notes, due October 2031 | |||||||||||||||||||||||
| 2032 Notes, due October 2032 | |||||||||||||||||||||||
| 2034 Notes, due April 2034 | |||||||||||||||||||||||
| 2036 Notes, due December 2036 | |||||||||||||||||||||||
| 2041 Notes, due October 2041 | |||||||||||||||||||||||
| 2045 Notes, due December 2045 | |||||||||||||||||||||||
| 2051 Notes, due October 2051 | |||||||||||||||||||||||
| 2054 Notes, due April 2054 | |||||||||||||||||||||||
Total senior unsecured notes | $ | $ | $ | $ | |||||||||||||||||||
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 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 | August 2, 2025 | November 2, 2024 | |||||||||||||||
| Forward foreign currency exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Forward foreign currency exchange contracts | Accrued liabilities | $ | $ | ||||||||||||||
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 | August 2, 2025 | November 2, 2024 | |||||||||||||||
Undesignated hedges related to forward foreign currency exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
Undesignated hedges related to forward foreign currency exchange contracts | Accrued liabilities | $ | $ | ||||||||||||||
Interest Rate Exposure Management — The Company does not consider the risk of counterparty default to be significant. 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 | ||||||||||||||||||||||||
| Accrued liabilities | $ | $ | ||||||||||||||||||||||||
Long-term debt | $ | $ | ||||||||||||||||||||||||
For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3, Accumulated Other Comprehensive (Loss) Income, in these Notes to Condensed Consolidated Financial Statements for further information.
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Note 9 – Inventories
Inventories at August 2, 2025 and November 2, 2024 were as follows:
| August 2, 2025 | November 2, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
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 August 2, 2025, the Company was in compliance with these covenants.
Senior Notes
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
14
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
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: 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 Irish corporate tax audits for fiscal 2021. The Company’s U.S. 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 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.
Note 12 – New Accounting Pronouncements
Standards to Be Implemented
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances the disclosure requirements for reportable segments. ASU 2023-07 requires segment disclosure to include significant segment expense categories and amounts, and qualitative detail of other segment items. Disclosure of multiple measures of segment profit and loss may also be reported. 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.
Income Taxes
In December 2023, the 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. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
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Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insights into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
Note 13 – Subsequent Events
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.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended November 2, 2024 (fiscal 2024).
This Quarterly Report on Form 10-Q, including the following discussion, contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “potential,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.
The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic, political, legal and regulatory uncertainty or conflicts, including increased uncertainty and volatility with respect to tariffs, export controls and other trade restrictions, actions taken or which may be taken by the presidential administration, executive offices of the U.S. government, or U.S. Congress, monetary policy, political, geopolitical, trade, or other issues in the United States or internationally, and the ongoing conflicts between Russia and Ukraine and in Israel and the Middle East; changes in demand for semiconductor products; manufacturing delays, product and raw materials availability and supply chain disruptions; diversion of products from our authorized distribution channels; changes in export classifications, import and export regulations or duties and tariffs; our development of technologies and research and development investments; our future liquidity, capital needs and capital expenditures; our ability to compete successfully in the markets in which we operate; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; security breaches or other cyber incidents; adverse results in litigation matters; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. Additional factors that could cause actual results to differ materially from those described in these forward-looking statements include the risk factors included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for fiscal 2024. Forward-looking statements represent management’s current expectations and are inherently uncertain. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this report, except to the extent required by law.
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Results of Operations
Overview
Amounts in the tables below are reflected in thousands except per share amounts and percentages.
| Three Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||
| Revenue | $ | 2,880,348 | $ | 2,312,209 | $ | 568,139 | 25 | % | |||||||||||||||||||||
| Gross margin % | 62.1 | % | 56.7 | % | |||||||||||||||||||||||||
| Net income | $ | 518,518 | $ | 392,232 | $ | 126,286 | 32 | % | |||||||||||||||||||||
| Net income as a % of revenue | 18.0 | % | 17.0 | % | |||||||||||||||||||||||||
| Diluted EPS | $ | 1.04 | $ | 0.79 | $ | 0.25 | 32 | % | |||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||
| Revenue | $ | 7,943,590 | $ | 6,983,952 | $ | 959,638 | 14 | % | |||||||||||||||||||||
| Gross margin % | 60.8 | % | 56.8 | % | |||||||||||||||||||||||||
| Net income | $ | 1,479,604 | $ | 1,157,201 | $ | 322,403 | 28 | % | |||||||||||||||||||||
| Net income as a % of revenue | 18.6 | % | 16.6 | % | |||||||||||||||||||||||||
| Diluted EPS | $ | 2.97 | $ | 2.32 | $ | 0.65 | 28 | % | |||||||||||||||||||||
We have a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. The fiscal year ending November 1, 2025 (fiscal 2025) is a 52-week fiscal year and fiscal 2024 was a 53-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 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.
Revenue Trends 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 our product will be incorporated. As data systems for capturing and tracking this data and our methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
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| Three Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | 1,285,041 | 45 | % | 23 | % | $ | 1,045,291 | 45 | % | |||||||||||||||||||
| Automotive | 850,619 | 30 | % | 22 | % | 694,905 | 30 | % | |||||||||||||||||||||
| Consumer | 372,197 | 13 | % | 21 | % | 306,832 | 13 | % | |||||||||||||||||||||
| Communications | 372,491 | 13 | % | 40 | % | 265,181 | 11 | % | |||||||||||||||||||||
| Total revenue | $ | 2,880,348 | 100 | % | 25 | % | $ | 2,312,209 | 100 | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ | 3,502,751 | 44 | % | 9 | % | $ | 3,223,111 | 46 | % | |||||||||||||||||||
| Automotive | 2,445,391 | 31 | % | 14 | % | 2,136,173 | 31 | % | |||||||||||||||||||||
| Consumer | 1,009,614 | 13 | % | 24 | % | 817,436 | 12 | % | |||||||||||||||||||||
| Communications | 985,834 | 12 | % | 22 | % | 807,232 | 12 | % | |||||||||||||||||||||
| Total revenue | $ | 7,943,590 | 100 | % | 14 | % | $ | 6,983,952 | 100 | % | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
Revenue increased 25% and 14% in the three- and nine-month periods ended August 2, 2025 as compared to the same periods of the prior fiscal year as a result of a broad-based increase in demand for our products.
In addition to increased demand, the increase in the nine-month period is due to customer inventory balances normalizing in the Industrial end market, the increases in the Automotive end market are primarily driven by increases from connectivity solutions, and the increases in the Communications end market are primarily driven by growth in the wireline sub-market from data center infrastructure build outs, primarily to support growth in artificial intelligence applications. The increases in the Consumer end market are primarily related to portable consumer products. These increases in the nine-month period were partially offset by the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2025.
Revenue by Sales Channel
The following tables summarize revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
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| Three Months Ended | |||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||
| Revenue | % of Revenue* | Revenue | % of Revenue* | ||||||||||||||||||||
| Channel | |||||||||||||||||||||||
| Distributors | $ | 1,592,407 | 55 | % | $ | 1,332,244 | 58 | % | |||||||||||||||
| Direct customers | 1,240,924 | 43 | % | 940,317 | 41 | % | |||||||||||||||||
| Other | 47,017 | 2 | % | 39,648 | 2 | % | |||||||||||||||||
| Total revenue | $ | 2,880,348 | 100 | % | $ | 2,312,209 | 100 | % | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||||||||||||||
| Revenue | % of Revenue* | Revenue | % of Revenue* | ||||||||||||||||||||
| Channel | |||||||||||||||||||||||
| Distributors | $ | 4,447,959 | 56 | % | $ | 4,115,836 | 59 | % | |||||||||||||||
| Direct customers | 3,386,571 | 43 | % | 2,753,885 | 39 | % | |||||||||||||||||
| Other | 109,060 | 1 | % | 114,231 | 2 | % | |||||||||||||||||
| Total revenue | $ | 7,943,590 | 100 | % | $ | 6,983,952 | 100 | % | |||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
As indicated in the tables above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end market revenue trends. As a percentage of total revenue, the decrease in the distributor channel is primarily due to the decrease in the percentage of revenue from our Industrial end market.
Gross Margin
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Gross margin | $ | 1,789,748 | $ | 1,311,239 | $ | 478,509 | 36 | % | $ | 4,831,661 | $ | 3,965,215 | $ | 866,446 | 22 | % | |||||||||||||||||||||||||||||||
| Gross margin % | 62.1 | % | 56.7 | % | 60.8 | % | 56.8 | % | |||||||||||||||||||||||||||||||||||||||
Gross margin percentage increased by 540 and 400 basis points in the three- and nine-month periods ended August 2, 2025 as compared to the same periods of the prior fiscal year, primarily due to higher utilization of our factories as a result of increased customer demand as well as a decrease in amortization expense related to acquired intangible assets.
Research and Development (R&D)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| R&D expenses | $ | 454,251 | $ | 362,671 | $ | 91,580 | 25 | % | $ | 1,298,980 | $ | 1,108,960 | $ | 190,020 | 17 | % | |||||||||||||||||||||||||||||||
| R&D expenses as a % of revenue | 16 | % | 16 | % | 16 | % | 16 | % | |||||||||||||||||||||||||||||||||||||||
R&D expenses increased in the three- and nine-month periods ended August 2, 2025, as compared to the same periods of the prior fiscal year, primarily as a result of higher R&D employee-related variable compensation expenses and higher salary and benefit expenses. R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth. We expect to continue the development of innovative technologies and processes for new products. We believe that a continued commitment to R&D is essential to maintain product leadership with our existing products as well as to provide innovative new product offerings.
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Selling, Marketing, General and Administrative (SMG&A)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| SMG&A expenses | $ | 325,706 | $ | 257,213 | $ | 68,493 | 27 | % | $ | 913,171 | $ | 791,420 | $ | 121,751 | 15 | % | |||||||||||||||||||||||||||||||
| SMG&A expenses as a % of revenue | 11 | % | 11 | % | 11 | % | 11 | % | |||||||||||||||||||||||||||||||||||||||
SMG&A expenses increased in the three- and nine-month periods ended August 2, 2025, as compared to the same periods of the prior fiscal year, primarily as a result of higher SMG&A employee-related variable compensation expenses and higher salary and benefit expenses.
Amortization of Intangibles
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Amortization expenses | $ | 187,415 | $ | 187,754 | $ | (339) | — | % | $ | 562,245 | $ | 567,030 | $ | (4,785) | (1) | % | |||||||||||||||||||||||||||||||
| Amortization expenses as a % of revenue | 7 | % | 8 | % | 7 | % | 8 | % | |||||||||||||||||||||||||||||||||||||||
Amortization expenses decreased in the three- and nine-month periods ended August 2, 2025, as compared to the same periods of the prior fiscal year, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2024.
Special Charges, Net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Special charges, net | $ | 4,348 | $ | 12,282 | $ | (7,934) | (65) | % | $ | 69,980 | $ | 34,399 | $ | 35,581 | 103 | % | |||||||||||||||||||||||||||||||
Special charges, net decreased in the three-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, primarily due to decreased charges related to our Global Repositioning Actions. Special charges, net increased in the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, primarily due to charges related to our Global Repositioning Actions recorded in the first quarter of fiscal 2025. See Note 5, Special Charges, Net, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
Nonoperating Expense (Income)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | August 2, 2025 | August 3, 2024 | $ Change | ||||||||||||||||||||||||||||||
| Total nonoperating expense (income) | $ | 54,619 | $ | 68,328 | $ | (13,709) | $ | 162,372 | $ | 202,394 | $ | (40,022) | |||||||||||||||||||||||
The year-over-year decrease in nonoperating expense (income) in the three-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was primarily due to lower foreign currency expenses and lower interest expense on our debt obligations.
The year-over-year decrease in nonoperating expense (income) in the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was primarily due to the result of higher interest income on our cash, cash equivalents and short-term investments, lower interest expense on our debt obligations and lower foreign currency expenses.
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Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | August 2, 2025 | August 3, 2024 | $ Change | ||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 244,891 | $ | 30,759 | $ | 214,132 | $ | 345,309 | $ | 103,811 | $ | 241,498 | |||||||||||||||||||||||
| Effective income tax rate | 32.1 | % | 7.3 | % | 18.9 | % | 8.2 | % | |||||||||||||||||||||||||||
The tax rates for the three- and nine-month periods ended August 2, 2025 increased primarily due to a net deferred tax expense of $153.8 million recorded in the third quarter of fiscal 2025 related to the remeasurement of our GILTI-related deferred tax assets and liabilities attributable to the passage of the OBBBA.
Net Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| August 2, 2025 | August 3, 2024 | $ Change | % Change | August 2, 2025 | August 3, 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 518,518 | $ | 392,232 | $ | 126,286 | 32 | % | $ | 1,479,604 | $ | 1,157,201 | $ | 322,403 | 28 | % | |||||||||||||||||||||||||||||||
| Net income as a % of revenue | 18.0 | % | 17.0 | % | 18.6 | % | 16.6 | % | |||||||||||||||||||||||||||||||||||||||
| Diluted EPS | $ | 1.04 | $ | 0.79 | $ | 2.97 | $ | 2.32 | |||||||||||||||||||||||||||||||||||||||
Net income increased in the three-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, as the result of a $326.7 million increase in operating income and a $13.7 million decrease in nonoperating expense (income), partially offset by a $214.1 million increase in provision for income taxes.
Net income increased in the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, as the result of a $523.9 million increase in operating income and a $40.0 million decrease in nonoperating expense (income), partially offset by a $241.5 million increase in provision for income taxes.
Liquidity and Capital Resources
At August 2, 2025, our principal source of liquidity was $3.5 billion of cash, cash equivalents and short-term investments, of which approximately $2.3 billion was held in the United States, and the balance of which was held outside the United States in various foreign subsidiaries. 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. We do not expect current regulatory restrictions or taxes on repatriation to have a material adverse effect on our overall liquidity, financial condition or results of operations. Our cash, cash equivalents and short-term investments consist of highly liquid investments, including money market funds and corporate and bank obligations. We maintain these balances with counterparties with high credit ratings, and continually monitor the amount of credit exposure to any one issuer and diversify our investments in order to minimize our credit risk.
We believe that our existing sources of liquidity and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing, will be sufficient to fund operations, capital expenditures, research and development efforts and dividend payments (if any) in the immediate future and for at least the next twelve months.
| Nine Months Ended | |||||||||||
| August 2, 2025 | August 3, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 3,111,392 | $ | 2,801,712 | |||||||
| Net cash provided by operations as a % of revenue | 39 | % | 40 | % | |||||||
| Net cash used for investing activities | $ | (1,096,216) | $ | (993,244) | |||||||
| Net cash used for financing activities | $ | (1,685,327) | $ | (660,497) | |||||||
The following changes contributed to the net change in cash and cash equivalents in the nine-month period ended August 2, 2025 as compared to the same period in fiscal 2024.
22
Operating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. The increase in cash provided by operating activities during the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was mainly the result of higher net income adjusted for non-cash items.
Investing Activities
Investing cash flows generally consist of purchases of property, plant and equipment, available-for-sale investments and acquisitions of other businesses. The change in investing cash flows during the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was primarily the result of changes in our short-term investments and a decrease in cash used for capital expenditures as the rate of spending on our global resiliency and hybrid manufacturing footprint moderated. The change in investing cash flows also included net proceeds from the sale of property, plant and equipment during the second quarter of fiscal 2025, partially offset by cash paid for an acquisition in the first quarter of fiscal 2025.
Financing Activities
Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, issuance and repayment of debt and proceeds from the sale of shares of common stock pursuant to employee equity incentive plans. The change in cash used for financing activities during the nine-month period ended August 2, 2025, as compared to the same period of the prior fiscal year, was primarily the result of higher common stock repurchases and higher dividend payments to shareholders.
Working Capital
| August 2, 2025 | November 2, 2024 | $ Change | % Change | ||||||||||||||||||||
| Accounts receivable | $ | 1,553,259 | $ | 1,336,331 | $ | 216,928 | 16 | % | |||||||||||||||
| Days sales outstanding* | 46 | 46 | |||||||||||||||||||||
| Inventory | $ | 1,596,853 | $ | 1,447,687 | $ | 149,166 | 10 | % | |||||||||||||||
| Days cost of sales in inventory* | 130 | 127 | |||||||||||||||||||||
_______________________________________
*We use the average of the current quarter and prior quarter ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
The increase in accounts receivable in dollars was primarily the result of variations in the timing of collections and billings and increased revenue levels in the third quarter of fiscal 2025 as compared to the fourth quarter of fiscal 2024.
Inventory increased primarily as a result of our efforts to balance manufacturing production, demand and inventory levels. Our inventory levels are impacted by our need to support forecasted sales demand and variations between those forecasts and actual demand.
Current liabilities decreased to $2,979.0 million at August 2, 2025 as compared to $2,988.3 million at the end of fiscal 2024 primarily due to the repayment of approximately $400.0 million of debt during the second quarter of fiscal 2025 partially offset by higher accrued liabilities.
23
Debt
As of August 2, 2025, our debt obligations consisted of the following:
| Principal Amount Outstanding | ||||||||
| Commercial paper notes | $ | 548,665 | ||||||
| 2026 Notes, due December 2026 | 900,000 | |||||||
| 2027 Notes, due June 2027 | 440,212 | |||||||
| 2028 Notes, due June 2028 | 850,000 | |||||||
| 2028 Notes, due October 2028 | 750,000 | |||||||
| 2030 Notes, due June 2030 | 650,000 | |||||||
| 2031 Notes, due October 2031 | 1,000,000 | |||||||
| 2032 Notes, due October 2032 | 300,000 | |||||||
| 2034 Notes, due April 2034 | 550,000 | |||||||
| 2036 Notes, due December 2036 | 144,278 | |||||||
| 2041 Notes, due October 2041 | 750,000 | |||||||
| 2045 Notes, due December 2045 | 332,587 | |||||||
| 2051 Notes, due October 2051 | 1,000,000 | |||||||
| 2054 Notes, due April 2054 | 550,000 | |||||||
| Total debt | $ | 8,765,742 | ||||||
The indentures governing our outstanding notes contain covenants that may limit our ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into 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 our assets to, any other party. As of August 2, 2025, we were in compliance with these covenants.
Commercial Paper Program
Under our commercial paper program, we may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities of up to 397 days from the date of issuance. As of August 2, 2025, we had $548.7 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. In August 2025, during our fourth fiscal quarter, we increased the aggregate amount we may issue under our commercial paper program from $2.5 billion to $3.0 billion outstanding at any time. We use the net proceeds of the commercial paper program for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.
Revolving Credit Facility
The Revolving Credit Agreement provides for a five-year unsecured revolving credit facility in an aggregate principal amount not to exceed $3.0 billion (subject to certain terms and conditions). We may borrow under this revolving credit facility in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.
The Revolving Credit Agreement contains customary representations and warranties, and affirmative and negative covenants and events of default. The events of default include, among others, nonpayment of principal, interest, fees or other amounts, failure to perform certain covenants, cross-defaults to certain other indebtedness, insolvency or bankruptcy, customary ERISA defaults or the occurrence of a change of control. The negative covenants include limitations on liens and mergers and other fundamental changes, among others. The Revolving Credit Agreement also requires we maintain a ratio of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges of no less than 3.00 to 1.00 for any fiscal quarter ending thereafter. As of August 2, 2025, we were in compliance with these covenants.
24
Stock Repurchase Program
As of August 2, 2025, our Board of Directors had authorized us to repurchase an aggregate of $26.7 billion of our common stock under our common stock repurchase program and $10.3 billion remained available for repurchases under the program. The repurchased shares are held as authorized but unissued shares of common stock. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have utilized the entire amount authorized for repurchases of shares under the program. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.
Capital Expenditures
Net additions to property, plant and equipment were $318.4 million in the first nine months of fiscal 2025. We expect capital expenditures for fiscal 2025 to be between approximately 4% and 6% of fiscal 2025 revenue as spending returns to our long-term operating model. These capital expenditures will be funded with a combination of cash on hand and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing.
Dividends
On August 19, 2025, our Board of Directors 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. We currently expect quarterly dividends to continue in future periods. The declaration of any future quarterly dividends, or a future increase in the quarterly dividend amount, will be at the discretion of the Board of Directors and will be dependent upon our financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Board of Directors.
Contractual Obligations
In the third quarter of fiscal 2025, we issued $850.0 million aggregate principal amount of 4.250% senior unsecured notes due June 15, 2028 (2028 Notes) and $650.0 million aggregate principal amount of 4.500% senior unsecured notes due June 15, 2030 (2030 Notes). The 2028 Notes and the 2030 Notes have semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. For additional information, see Note 10, Debt, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards will not have a material impact on our future financial condition, results of operations, and disclosures. See Note 12, New Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our historical financial condition, results of operations, and disclosures.
25
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
We are subject to market risks related to our financial instruments, including those identified in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of our 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. There were no material changes in the nine-month period ended August 2, 2025 to the information identified in the Annual Report on Form 10-K for the fiscal year ended November 2, 2024.
| ITEM 4. | Controls and Procedures | ||||
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of August 2, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of August 2, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
(b) Changes in Internal Control over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended August 2, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
| ITEM 1A. | Risk Factors | ||||
We are subject to a number of risks that could adversely affect our business, results of operations, financial condition and future prospects, including those identified in Part I, Item 1A, “Risk Factors” of our 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.
27
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share (b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| May 4, 2025 through May 31, 2025 | 1,217,136 | $ | 214.45 | 1,195,522 | $ | 11,095,423,271 | |||||||||||||||||
| June 1, 2025 through June 28, 2025 | 1,402,921 | $ | 228.08 | 1,396,080 | $ | 10,777,025,002 | |||||||||||||||||
| June 29, 2025 through August 2, 2025 | 2,061,232 | $ | 235.04 | 2,052,170 | $ | 10,294,691,776 | |||||||||||||||||
| Total | 4,681,289 | $ | 227.60 | 4,643,772 | $ | 10,294,691,776 | |||||||||||||||||
(a)Includes an aggregate of 37,517 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.
(b)The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.
(c)Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.
| ITEM 5. | Other Information | ||||
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors or officers during the third quarter of fiscal 2025 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).
| Name and Title | Action | Date of Adoption/ Termination | Duration of Rule 10b5-1 Trading Arrangement | Aggregate Number of Securities to Be Purchased or Sold | ||||||||||
Until May 1, 2026, or such earlier date upon which all transactions are completed or expire without execution | Sale of up to | |||||||||||||
Until | Sale of up to | |||||||||||||
(1)Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a Rule 10b5-1 trading arrangement originally adopted on March 13, 2025.
(2)As of the date of termination, no shares of our common stock had been sold under the Rule 10b5-1 trading arrangement.
None of our officers or directors adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the third quarter of fiscal 2025.
28
| ITEM 6. | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 4.1 | Supplemental Indenture, dated June 16, 2025, between Analog Devices, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (including the forms of note contained therein), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on June 16, 2025. | |||||||
| 31.1† | ||||||||
| 31.2† | ||||||||
32.1* | ||||||||
32.2* | ||||||||
101.INS† | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. | |||||||
101.SCH† | Inline XBRL Schema Document. | |||||||
101.CAL† | Inline XBRL Calculation Linkbase Document. | |||||||
101.LAB† | Inline XBRL Labels Linkbase Document. | |||||||
101.PRE† | Inline XBRL Presentation Linkbase Document. | |||||||
101.DEF† | Inline XBRL Definition Linkbase Document. | |||||||
104† | Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||
| † | Filed herewith. | |||||||
| * | Furnished herewith. | |||||||
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ANALOG DEVICES, INC. | |||||||||||
| Date: August 20, 2025 | By: | /s/ Vincent Roche | |||||||||
| Vincent Roche | |||||||||||
| Chief Executive Officer and Chair of the Board of Directors | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: August 20, 2025 | By: | /s/ Richard C. Puccio, Jr. | |||||||||
Richard C. Puccio, Jr. | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
30
Exhibit 31.1
CERTIFICATION
I, Vincent Roche, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Analog Devices, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Vincent Roche | ||||||||
Vincent Roche | ||||||||
Chief Executive Officer and Chair of the Board of | ||||||||
Directors | ||||||||
(Principal Executive Officer) | ||||||||
Date: August 20, 2025 | ||||||||
Exhibit 31.2
CERTIFICATION
I, Richard C. Puccio, Jr., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Analog Devices, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Richard C. Puccio, Jr. | ||||||||
Richard C. Puccio, Jr. | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Date: August 20, 2025 | ||||||||
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc. (the “Company”) for the period ended August 2, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Vincent Roche, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Vincent Roche | ||||||||
Vincent Roche | ||||||||
Chief Executive Officer | ||||||||
Date: August 20, 2025 | ||||||||
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc. (the “Company”) for the period ended August 2, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Richard C. Puccio, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Richard C. Puccio, Jr. | ||||||||
Richard C. Puccio, Jr. | ||||||||
| Chief Financial Officer | ||||||||
Date: August 20, 2025 | ||||||||