Item 1. Financial Statements

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Item 1. Financial Statements

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share amounts)

Three Months EndedNine Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Revenue$4,021,899$2,880,348$10,805,627$7,943,590
Cost of sales1,314,3551,090,6003,613,3093,111,929
Gross margin2,707,5441,789,7487,192,3184,831,661
Operating expenses:
Research and development533,480454,2511,510,2031,298,980
Selling, marketing, general and administrative397,326325,7061,105,389913,171
Amortization of intangibles187,985187,415563,285562,245
Special charges, net(24,216)4,34823,76669,980
Total operating expenses1,094,575971,7203,202,6432,844,376
Operating income:1,612,969818,0283,989,6751,987,285
Nonoperating expense (income):
Interest expense88,72879,592262,692229,559
Interest income(25,377)(27,083)(86,199)(72,295)
Other, net3,7492,110(3,386)5,108
Total nonoperating expense (income)67,10054,619173,107162,372
Income before income taxes1,545,869763,4093,816,5681,824,913
Provision for income taxes205,779244,891469,302345,309
Net income$1,340,090$518,518$3,347,266$1,479,604
Shares used to compute earnings per common share – basic486,021494,390487,500495,560
Shares used to compute earnings per common share – diluted488,837496,726490,317497,865
Basic earnings per common share$2.76$1.05$6.87$2.99
Diluted earnings per common share$2.74$1.04$6.83$2.97

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three Months EndedNine Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Net income$1,340,090$518,518$3,347,266$1,479,604
Foreign currency translation adjustments1,0793642,403(548)
Change in fair value of derivative instruments designated as cash flow hedges, net1,886(6,359)2,50611,137
Changes in pension plans, net1875425821,582
Other comprehensive income (loss)3,152(5,453)5,49112,171
Comprehensive income$1,343,242$513,065$3,352,757$1,491,775

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

August 1, 2026November 1, 2025
ASSETS
Current Assets
Cash and cash equivalents$2,165,870$2,499,406
Short-term investments159,0641,152,915
Accounts receivable2,389,5771,436,075
Inventories1,931,4961,656,323
Prepaid expenses and other current assets426,523363,342
Total current assets7,072,5307,108,061
Non-current Assets
Net property, plant and equipment3,351,9813,315,696
Goodwill27,988,73726,945,180
Intangible assets, net7,468,2208,013,815
Deferred tax assets1,689,9721,867,102
Other assets852,977742,858
Total non-current assets41,351,88740,884,651
TOTAL ASSETS$48,424,417$47,992,712
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$682,167$543,760
Income taxes payable461,804610,370
Debt, current1,344,855—
Commercial paper notes1,005,104446,639
Accrued liabilities2,162,3241,645,032
Total current liabilities5,656,2543,245,801
Non-current Liabilities
Long-term debt6,771,6248,145,066
Deferred income taxes1,837,9592,163,281
Income taxes payable90,723100,963
Other non-current liabilities516,960521,846
Total non-current liabilities9,217,26610,931,156
Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding——
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 484,565,465 shares outstanding (489,654,097 on November 1, 2025)80,76281,611
Capital in excess of par value21,288,44723,349,185
Retained earnings12,330,77910,539,541
Accumulated other comprehensive loss(149,091)(154,582)
Total shareholders’ equity33,550,89733,815,755
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$48,424,417$47,992,712

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands)

Three Months Ended August 1, 2026
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, MAY 2, 2026487,087$81,183$22,287,095$11,525,998$(152,243)
Net income1,340,090
Dividends declared and paid - $1.10 per share(535,309)
Issuance of stock under stock plans and other3605961,625
Stock-based compensation expense96,255
Other comprehensive income3,152
Common stock repurchased(2,882)(480)(1,156,528)
BALANCE, AUGUST 1, 2026484,565$80,762$21,288,447$12,330,779$(149,091)
Nine Months Ended August 1, 2026
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, NOVEMBER 1, 2025489,654$81,611$23,349,185$10,539,541$(154,582)
Net income3,347,266
Dividends declared and paid - $3.19 per share(1,556,028)
Issuance of stock under stock plans and other2,023337120,834
Stock-based compensation expense263,651
Other comprehensive income5,491
Common stock repurchased(7,112)(1,186)(2,445,223)
BALANCE, AUGUST 1, 2026484,565$80,762$21,288,447$12,330,779$(149,091)

See accompanying notes.

Three Months Ended August 2, 2025
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, MAY 3, 2025496,248$82,710$24,885,204$10,210,338$(167,632)
Net income518,518
Dividends declared and paid - $0.99 per share(490,161)
Issuance of stock under stock plans and other3886542,702
Stock-based compensation expense84,703
Other comprehensive loss(5,453)
Common stock repurchased(4,681)(781)(1,074,371)
BALANCE, AUGUST 2, 2025491,955$81,994$23,938,238$10,238,695$(173,085)
Nine Months Ended August 2, 2025
Capital inAccumulated Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, NOVEMBER 2, 2024496,297$82,718$25,082,243$10,196,612$(185,256)
Net income1,479,604
Dividends declared and paid - $2.90 per share(1,437,521)
Issuance of stock under stock plans and other2,291382103,947
Stock-based compensation expense235,108
Other comprehensive income12,171
Common stock repurchased(6,633)(1,106)(1,483,060)
BALANCE, AUGUST 2, 2025491,955$81,994$23,938,238$10,238,695$(173,085)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Nine Months Ended
August 1, 2026August 2, 2025
Cash flows from operating activities:
Net income$3,347,266$1,479,604
Adjustments to reconcile net income to net cash provided by operations:
Depreciation315,298301,323
Amortization of intangibles1,160,3581,202,179
Stock-based compensation expense263,651235,108
Deferred income taxes(281,941)(97,318)
Other(19,377)(1,496)
Changes in operating assets and liabilities(940,740)(8,008)
Total adjustments497,2491,631,788
Net cash provided by operating activities3,844,5153,111,392
Cash flows from investing activities:
Purchases of short-term available-for-sale investments—(1,150,240)
Maturities of short-term available-for-sale investments990,657372,778
Additions to property, plant and equipment, net(392,677)(318,399)
Proceeds from sale of property, plant and equipment, net—58,892
Proceeds from sale of a subsidiary, net96,592—
Payments for acquisitions, net of cash acquired(1,536,049)(45,652)
Other(32,425)(13,595)
Net cash used for investing activities(873,902)(1,096,216)
Cash flows from financing activities:
Proceeds from debt—1,490,785
Debt repayments—(399,998)
Proceeds from commercial paper notes13,061,1986,867,508
Payments of commercial paper notes(12,502,732)(6,866,581)
Repurchase of common stock(2,446,409)(1,484,166)
Dividend payments to shareholders(1,556,028)(1,437,521)
Proceeds from employee stock plans121,171104,329
Other18,65140,317
Net cash used for financing activities(3,304,149)(1,685,327)
Net (decrease) increase in cash and cash equivalents(333,536)329,849
Cash and cash equivalents at beginning of period2,499,4061,991,342
Cash and cash equivalents at end of period$2,165,870$2,321,191

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 1, 2026 (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 1, 2025 (fiscal 2025) 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 October 31, 2026 (fiscal 2026) 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. Certain prior-year amounts have been reclassified to conform to the fiscal 2026 presentation.

Note 2 – Shareholders’ Equity

As of August 1, 2026, the Company’s Board of Directors had authorized the repurchase of an aggregate of $26.7 billion of its common stock under its common stock repurchase program and $7.4 billion remained available for repurchases under the program.

Note 3 – Accumulated Other Comprehensive (Loss) Income

The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first nine months of fiscal 2026.

Foreign currency translation adjustmentUnrealized holding gains/losses on derivativesPension plansTotal
November 1, 2025$(71,700)$(69,777)$(13,105)$(154,582)
Other comprehensive income before reclassifications2,403(4,015)—(1,612)
Amounts reclassified out of other comprehensive income—8,2755828,857
Tax effects—(1,754)—(1,754)
Other comprehensive income2,4032,5065825,491
August 1, 2026$(69,297)$(67,271)$(12,523)$(149,091)

The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders’ Equity with presentation location during each period were as follows:

Three Months EndedNine Months Ended
Comprehensive (Loss) Income ComponentAugust 1, 2026August 2, 2025August 1, 2026August 2, 2025Location
Unrealized holding gains/losses on derivatives:
Currency forwards$(1,586)$1,616$(1,514)$483Cost of sales
(810)949(134)220Research and development
(1,577)1,606(1,270)(442)Selling, marketing, general and administrative
Interest rate derivatives3,7313,73111,19311,193Interest expense
(242)7,9028,27511,454Total before tax
253(1,135)(1,437)(2,143)Tax
Total amounts reclassified out of AOCI, net of tax$11$6,767$6,838$9,311

Note 4 – Earnings Per Share

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

Three Months EndedNine Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Net income$1,340,090$518,518$3,347,266$1,479,604
Basic shares:
Weighted-average shares outstanding486,021494,390487,500495,560
Earnings per common share basic:$2.76$1.05$6.87$2.99
Diluted shares:
Weighted-average shares outstanding486,021494,390487,500495,560
Assumed exercise of common stock equivalents2,8162,3362,8172,305
Weighted-average common and common equivalent shares488,837496,726490,317497,865
Earnings per common share diluted:$2.74$1.04$6.83$2.97
Anti-dilutive shares related to:
Outstanding stock-based awards—13442125

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 ChargesGlobal Repositioning Actions
Balance at November 1, 2025$4,115
Employee severance costs, net29,085
Severance payments(1,952)
Balance at January 31, 2026$31,248
Severance payments(17,858)
Balance at May 2, 2026$13,390
Severance payments(6,377)
Balance at August 1, 2026$7,013

The Company recorded net special charges of $32.4 million as part of its Global Repositioning Actions in the nine months ended August 1, 2026. The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy and organizational design and streamlining its operations to achieve its long-term strategic plan. 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 first quarter of fiscal 2026, the Company entered into a sublease agreement for its leased property in San Jose, California. As a result of the sublease transaction, the Company recorded an impairment charge of $15.6 million in net special charges, which represented the excess carrying value of the associated asset group over its estimated fair value. The Company estimated fair value using cash flows from the estimated net sublease rental income discounted at a market rate.

During the third quarter of fiscal 2026, the Company completed the sale of a subsidiary in Penang, Malaysia, which included its facility and certain equipment previously classified as held for sale. The Company recorded a gain on this sale of approximately $24.2 million in Special charges, net.

Note 6 – Industry and Segment Information

The Company’s Chief Executive Officer and Chair has been identified as its Chief Operating Decision Maker (CODM). The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM:

Three Months EndedNine Months Ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Revenue$4,021,899$2,880,348$10,805,627$7,943,590
Less:
Cost of sales, including human capital expenses therein1,314,3551,090,6003,613,3093,111,929
Operating expenses:
Employee compensation costs695,060572,2581,938,3381,570,972
Amortization of acquired intangible assets187,985187,415563,285562,245
Research and development related costs (excluding employee compensation costs)137,557125,514416,592389,440
Special charges, net(24,216)4,34823,76669,980
Other operating expense (excluding employee compensation costs) (1)98,18982,185260,662251,739
Nonoperating expense (income)67,10054,619173,107162,372
Provision for income taxes205,779244,891469,302345,309
Net income$1,340,090$518,518$3,347,266$1,479,604

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

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. The assignment of products to end markets may change 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.

Three Months Ended
August 1, 2026August 2, 2025
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$1,971,92649%53%$1,292,98845%
Automotive998,22725%16%857,14630%
Communications654,51516%84%354,76812%
Consumer397,23110%6%375,44613%
Total revenue$4,021,899100%40%$2,880,348100%
Nine Months Ended
August 1, 2026August 2, 2025
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$5,269,82549%50%$3,512,89644%
Automotive2,685,24625%9%2,454,84531%
Communications1,659,55315%72%965,03612%
Consumer1,191,00311%18%1,010,81313%
Total revenue$10,805,627100%36%$7,943,590100%
* 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 1, 2026August 2, 2025
ChannelRevenue% of Revenue*Revenue% of Revenue*
Distributors$2,327,08158%$1,592,40755%
Direct customers1,588,63939%1,240,92443%
Other106,1793%47,0172%
Total revenue$4,021,899100%$2,880,348100%
Nine Months Ended
August 1, 2026August 2, 2025
ChannelRevenue% of Revenue*Revenue% of Revenue*
Distributors$6,140,68757%$4,447,95956%
Direct customers4,485,85942%3,386,57143%
Other179,0812%109,0601%
Total revenue$10,805,627100%$7,943,590100%
* 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 1, 2026 and November 1, 2025. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 1, 2026 and November 1, 2025, the Company held $1.1 billion and $1.4 billion, respectively, of cash that is excluded from the tables below.

August 1, 2026
Fair Value Measurement at 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$715,175$—$715,175
Corporate obligations (1)—338,091338,091
Short-term investments:
Available-for-sale:
Corporate obligations (1)—159,064159,064
Other assets:
Forward foreign currency exchange contracts (2)—7,2567,256
Deferred compensation plan investments128,158—128,158
Total assets measured at fair value$843,333$504,411$1,347,744
Liabilities
Forward foreign currency exchange contracts (2)$—$10,535$10,535
Interest rate derivatives (3)—42,47842,478
Total liabilities measured at fair value$—$53,013$53,013

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

(3)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.

November 1, 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$740,730$—$740,730
Corporate obligations (1)—397,707397,707
Short-term investments (2):
Available-for-sale:
Corporate obligations (1)—656,839656,839
Bank obligations (1)—496,076496,076
Other assets:
Forward foreign currency exchange contracts (3)—6,7086,708
Deferred compensation plan investments105,188—105,188
Total assets measured at fair value$845,918$1,557,330$2,403,248
Liabilities
Forward foreign currency exchange contracts (3)$—$7,975$7,975
Interest rate derivatives (4)—12,55012,550
Total liabilities measured at fair value$—$20,525$20,525

(1)The amortized cost of the Company’s investments classified as available-for-sale as of November 1, 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.

Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis

San Jose, California leased property asset group — As a result of a sublease transaction involving a leased property

in San Jose, California, the Company estimated the fair value of the sublease assets using discounted cash flows from the estimated net sublease rental income discounted at a market rate and recorded an impairment charge which represented the excess carrying value of the asset group associated with the leased property over its estimated fair value. These assets are considered a Level 2 fair value measurement. See Note 5, Special Charges, Net, in these Notes to Condensed Consolidated Financial Statements for additional information.

Debt — The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis. Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($1.0 billion and $0.4 billion as of August 1, 2026 and November 1, 2025, respectively). The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.

August 1, 2026November 1, 2025
Principal Amount OutstandingFair ValuePrincipal Amount OutstandingFair Value
2026 Notes, due December 2026900,000897,938900,000895,623
2027 Notes, due June 2027440,212437,134440,212436,916
2028 Notes, due June 2028850,000846,187850,000856,345
2028 Notes, due October 2028750,000705,821750,000704,186
2030 Notes, due June 2030650,000643,874650,000659,834
2031 Notes, due October 20311,000,000872,1431,000,000884,390
2032 Notes, due October 2032300,000294,449300,000301,546
2034 Notes, due April 2034550,000544,285550,000571,370
2036 Notes, due December 2036144,278134,210144,278138,756
2041 Notes, due October 2041750,000523,880750,000555,925
2045 Notes, due December 2045332,587304,327332,587327,992
2051 Notes, due October 20511,000,000603,8811,000,000662,609
2054 Notes, due April 2054550,000496,578550,000541,087
Total senior unsecured notes$8,217,077$7,304,707$8,217,077$7,536,579

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 1, 2026 and November 1, 2025 were $495.2 million and $297.0 million, respectively, and the fair values of these instruments in the Company’s Condensed Consolidated Balance Sheets were as follows:

Fair Value At
Balance Sheet LocationAugust 1, 2026November 1, 2025
Forward foreign currency exchange contractsPrepaid expenses and other current assets$1,195$4,403
Forward foreign currency exchange contractsAccrued liabilities$7,623$4,399

As of August 1, 2026 and November 1, 2025, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $455.1 million and $207.3 million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:

Fair Value At
Balance Sheet LocationAugust 1, 2026November 1, 2025
Undesignated hedges related to forward foreign currency exchange contractsPrepaid expenses and other current assets$6,061$2,305
Undesignated hedges related to forward foreign currency exchange contractsAccrued liabilities$2,912$3,576

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 1, 2026November 1, 2025
Balance Sheet LocationLoss on SwapsGain on NoteLoss on SwapsGain on Note
Accrued liabilities$42,478$—$12,550$—
Long-term debt$—$42,478$—$12,550

For further 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.

Note 9 – Inventories

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

August 1, 2026November 1, 2025
Raw materials$85,123$70,183
Work in process1,458,0591,218,625
Finished goods388,314367,515
Total inventories$1,931,496$1,656,323

Note 10 – Debt

Revolving Credit Agreements

On July 2, 2026, the Company entered into a Credit Agreement (the 364-Day Revolving Credit Agreement) with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. The 364-Day Revolving Credit Agreement provides for a 364-day unsecured revolving credit facility in an aggregate principal amount not to exceed $3.0 billion, expiring on July 1, 2027. The 364-Day Revolving Credit Agreement is in addition to the Fourth Amended and Restated Credit Agreement, dated as of April 11, 2025, with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders.

Both agreements contain customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. As of August 1, 2026, the Company was in compliance with these covenants.

Note 11 – Acquisitions

Empower Semiconductor

On July 7, 2026, the Company completed the acquisition of all of the voting interests of Empower Semiconductor, Inc. (Empower), a provider of integrated voltage regulators and power management solutions, for approximately $1.5 billion. The acquisition was accounted for as a business combination. The preliminary purchase price allocation resulted in the recognition of $1.0 billion of goodwill, $0.6 billion of intangible assets, primarily technology-based, and $0.1 billion of deferred tax liabilities. The goodwill is attributable to the expected future economic benefits arising from the acquisition, including the enhancement of the Company’s power technology portfolio. None of the goodwill is expected to be deductible for tax purposes. Revenue and earnings attributable to Empower since the acquisition date were immaterial to the Company's condensed consolidated financial statements. The Company recognized approximately $23.4 million of transaction-related costs, including legal, accounting and other related fees that were expensed during the third quarter of fiscal 2026. These costs are included in the Condensed Consolidated Statement of Income in Operating expenses within Selling, marketing, general and administrative expenses.

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

Note 12 – Goodwill and Intangible Assets

Goodwill

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

Balance as of November 1, 2025$26,945,180
Acquisition of Empower (Note 11)1,028,880
Net other acquisitions and dispositions14,677
Balance as of August 1, 2026$27,988,737

Intangible Assets

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

August 1, 2026November 1, 2025
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Customer relationships$10,366,740$5,874,473$10,335,903$5,311,189
Technology-based8,201,6375,225,6847,617,8664,628,765
Trade-name72,20072,20072,20072,200
Assembled workforce1,8001,8001,8001,800
Total$18,642,377$11,174,157$18,027,769$10,013,954

Note 13 – Income Taxes

The Company’s effective tax rates for the three- and nine-month periods ended August 1, 2026 were below the U.S. statutory tax rate of 21% due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income.

During 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 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 14 – New Accounting Pronouncements

Standards Implemented

Income Taxes

In December 2023, the Federal Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted this ASU in fiscal 2026 and will include required financial statement disclosures in its Annual Report on Form 10-K for fiscal 2026.

Standards to Be Implemented

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 adoption will have on its financial statement disclosures.

Note 15 – Subsequent Events

On August 18, 2026, the Board of Directors of the Company declared a cash dividend of $1.10 per outstanding share of common stock. The dividend will be paid on September 15, 2026 to all shareholders of record at the close of business on September 1, 2026 and is expected to total approximately $533.0 million.

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