Item 1. Condensed Consolidated Financial Statements — Unaudited

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Item 1. Condensed Consolidated Financial Statements — Unaudited

BROADCOM INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED


			Page
Condensed Consolidated Balance Sheets — Unaudited			2
Condensed Consolidated Statements of Operations — Unaudited			3
Condensed Consolidated Statements of Comprehensive Income — Unaudited			4
Condensed Consolidated Statements of Cash Flows — Unaudited			5
Condensed Consolidated Statements of Stockholders’ Equity — Unaudited			6
Notes to Unaudited Condensed Consolidated Financial Statements			8

BROADCOM INC.

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED


	May 4, 2025		November 3, 2024

	(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	9,472	$	9,348

Trade accounts receivable, net	5,563		4,416
Inventory	2,017		1,760

Other current assets	5,129		4,071
Total current assets	22,181		19,595
Long-term assets:
Property, plant and equipment, net	2,462		2,521
Goodwill	97,801		97,873
Intangible assets, net	36,393		40,583
Other long-term assets	5,793		5,073
Total assets	$	164,630	$	165,645
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,297	$	1,662
Employee compensation and benefits	1,266		1,971
Short-term debt	5,531		1,271

Other current liabilities	12,503		11,793
Total current liabilities	20,597		16,697
Long-term liabilities:
Long-term debt	61,751		66,295

Other long-term liabilities	12,696		14,975
Total liabilities	95,044		97,967
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.001 par value; 100 shares authorized; none issued and outstanding	—		—
Common stock, $0.001 par value; 29,000 shares authorized; 4,703 and 4,686 shares issued and outstanding as of May 4, 2025 and November 3, 2024, respectively	5		5
Additional paid-in capital	66,689		67,466
Retained earnings	2,686		—
Accumulated other comprehensive income	206		207
Total stockholders’ equity	69,586		67,678
Total liabilities and equity	$	164,630	$	165,645

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions, except per share data)
Net revenue:
Products	$	8,506	$	7,192	$	16,677	$	14,604
Subscriptions and services	6,498		5,295		13,243		9,844
Total net revenue	15,004		12,487		29,920		24,448
Cost of revenue:
Cost of products sold	2,720		2,429		5,413		4,589
Cost of subscriptions and services	576		713		1,156		1,667

Amortization of acquisition-related intangible assets	1,483		1,516		2,967		2,896
Restructuring charges	28		53		42		145
Total cost of revenue	4,807		4,711		9,578		9,297
Gross margin	10,197		7,776		20,342		15,151
Research and development	2,693		2,415		4,946		4,723
Selling, general and administrative	1,083		1,277		2,032		2,849
Amortization of acquisition-related intangible assets	506		827		1,017		1,619
Restructuring and other charges	86		292		258		912

Total operating expenses	4,368		4,811		8,253		10,103
Operating income	5,829		2,965		12,089		5,048
Interest expense	(769)		(1,047)		(1,642)		(1,973)

Other income, net	25		87		128		272
Income from continuing operations before income taxes	5,085		2,005		10,575		3,347
Provision for (benefit from) income taxes	120		(116)		107		(48)
Income from continuing operations	4,965		2,121		10,468		3,395
Income from discontinued operations, net of income taxes	—		—		—		51
Net income	$	4,965	$	2,121	$	10,468	$	3,446




Basic income per share:
Income per share from continuing operations	$	1.05	$	0.46	$	2.23	$	0.74
Income per share from discontinued operations	—		—		—		0.01
Net income per share	$	1.05	$	0.46	$	2.23	$	0.75

Diluted income per share:
Income per share from continuing operations	$	1.03	$	0.44	$	2.17	$	0.72
Income per share from discontinued operations	—		—		—		0.01
Net income per share	$	1.03	$	0.44	$	2.17	$	0.73

Weighted-average shares used in per share calculations:
Basic	4,707		4,645		4,701		4,579
Diluted	4,826		4,799		4,831		4,730

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME — UNAUDITED


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions)
Net income	$	4,965	$	2,121	$	10,468	$	3,446
Other comprehensive loss, net of tax:
Change in unrealized gain on derivative instruments	(2)		—		(3)		—

Change in actuarial loss and prior service costs associated with defined benefit plans	1		—		2		—
Other comprehensive loss, net of tax	(1)		—		(1)		—
Comprehensive income	$	4,964	$	2,121	$	10,467	$	3,446

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED


	Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024

	(In millions)
Cash flows from operating activities:
Net income	$	10,468	$	3,446

Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible and right-of-use assets	4,056		4,587
Depreciation	284		288
Stock-based compensation	3,051		3,039
Deferred taxes and other non-cash taxes	(1,267)		(805)
Loss on debt extinguishment	65		—


Non-cash interest expense	191		221
Other	81		130
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net	(1,129)		1,243
Inventory	(257)		68
Accounts payable	(372)		(167)
Employee compensation and benefits	(621)		(409)

Other current assets and current liabilities	(29)		(2,568)
Other long-term assets and long-term liabilities	(1,853)		322
Net cash provided by operating activities	12,668		9,395
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired	—		(25,976)

Purchases of property, plant and equipment	(244)		(254)

Purchases of investments	(162)		(72)
Sales of investments	96		131
Other	3		(12)
Net cash used in investing activities	(307)		(26,183)
Cash flows from financing activities:
Proceeds from long-term borrowings	3,735		30,010
Payments on debt obligations	(8,090)		(2,934)
Proceeds from commercial paper, net	3,861		—
Payments of dividends	(5,559)		(4,878)
Repurchases of common stock - repurchase program	(2,450)		(7,176)
Shares repurchased for tax withholdings on vesting of equity awards	(3,802)		(2,662)
Issuance of common stock	118		64

Other	(50)		(16)
Net cash provided by (used in) financing activities	(12,237)		12,408
Net change in cash and cash equivalents	124		(4,380)
Cash and cash equivalents at beginning of period	9,348		14,189
Cash and cash equivalents at end of period	$	9,472	$	9,809

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — UNAUDITED

Two Fiscal Quarters Ended May 4, 2025


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
			Shares	Par Value

		(In millions)
Balance as of November 3, 2024			4,686	$	5	$	67,466	$	—	$	207	$	67,678
Net income			—	—		—		5,503		—		5,503




Dividends to common stockholders			—	—		—		(2,774)		—		(2,774)

Common stock issued			24	—		—		—		—		—
Stock-based compensation			—	—		1,280		—		—		1,280

Shares repurchased for tax withholdings on vesting of equity awards			(8)	—		(1,898)		—		—		(1,898)
Balance as of February 2, 2025			4,702	5		66,848		2,729		207		69,789
Net income			—	—		—		4,965		—		4,965
Other comprehensive loss			—	—		—		—		(1)		(1)

Dividends to common stockholders			—	—		—		(2,785)		—		(2,785)

Common stock issued			26	—		118		—		—		118
Stock-based compensation			—	—		1,773		—		—		1,773
Repurchases of common stock			(16)	—		(227)		(2,223)		—		(2,450)
Shares repurchased for tax withholdings on vesting of equity awards			(9)	—		(1,823)		—		—		(1,823)

Balance as of May 4, 2025			4,703	$	5	$	66,689	$	2,686	$	206	$	69,586

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — UNAUDITED

Two Fiscal Quarters Ended May 5, 2024


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
		Shares	Par Value

		(In millions)
Balance as of October 29, 2023		4,139	$	4	$	21,095	$	2,682	$	207	$	23,988
Net income		—	—		—		1,325		—		1,325


Issuance of common stock upon the acquisition of VMware, Inc.		544	1		53,420		—		—		53,421
Fair value of partially vested equity awards assumed in connection with the acquisition of VMware, Inc.		—	—		749		—		—		749
Dividends to common stockholders		—	—		—		(2,435)		—		(2,435)

Common stock issued		27	—		—		—		—		—
Stock-based compensation		—	—		1,582		—		—		1,582
Repurchases of common stock		(67)	—		(5,655)		(1,572)		—		(7,227)
Shares repurchased for tax withholdings on vesting of equity awards		(10)	—		(1,119)		—		—		(1,119)
Balance as of February 4, 2024		4,633	5		70,072		—		207		70,284
Net income		—	—		—		2,121		—		2,121



Dividends to common stockholders		—	—		(322)		(2,121)		—		(2,443)

Common stock issued		33	—		64		—		—		64
Stock-based compensation		—	—		1,457		—		—		1,457
Shares repurchased for tax withholdings on vesting of equity awards		(12)	—		(1,548)		—		—		(1,548)
Other		—	—		26		—		—		26
Balance as of May 5, 2024		4,654	$	5	$	69,749	$	—	$	207	$	69,961

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BROADCOM INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Overview, Basis of Presentation and Significant Accounting Policies

Overview

Broadcom Inc. (“Broadcom”), a Delaware corporation, is a global technology leader that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions. We develop semiconductor devices with a focus on complex digital and mixed signal complementary metal oxide semiconductor based devices and analog III-V based products. We offer thousands of products that are used in end products such as enterprise and data center networking, including artificial intelligence (“AI”) networking and connectivity, home connectivity, set-top boxes, broadband access, telecommunication equipment, smartphones and base stations, data center servers and storage systems, factory automation, power generation and alternative energy systems, and electronic displays. Our infrastructure software solutions help enterprises simplify their information technology (“IT”) environments so they can increase business velocity and flexibility, and enable customers to plan, develop, deliver, automate, manage and secure applications across mainframe, distributed, edge, mobile, and private and hybrid cloud platforms. Our portfolio of infrastructure and security software is designed to modernize, optimize, and secure the most complex private and hybrid cloud environments, enabling scalability, agility, automation, insights, resiliency and security making it easy for customers to run their mission-critical workloads. We also offer mission-critical fibre channel storage area networking (“FC SAN”) products and related software in the form of modules, switches and subsystems incorporating multiple semiconductor products. Unless stated otherwise or the context otherwise requires, references to “Broadcom,” “we,” “our,” and “us” mean Broadcom and its consolidated subsidiaries. We have two reportable segments: semiconductor solutions and infrastructure software.

Basis of Presentation

We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31. Our fiscal year ending November 2, 2025 (“fiscal year 2025”) is a 52-week fiscal year. Our fiscal year ended November 3, 2024 (“fiscal year 2024”) was a 53-week fiscal year, with our first fiscal quarter containing 14 weeks.

The accompanying condensed consolidated financial statements include the accounts of Broadcom and its subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. The financial information included herein is unaudited, and reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The November 3, 2024 condensed consolidated balance sheet data were derived from Broadcom’s audited consolidated financial statements included in its Annual Report on Form 10-K for fiscal year 2024 as filed with the Securities and Exchange Commission. All intercompany balances and transactions have been eliminated in consolidation. The operating results for the fiscal quarter ended May 4, 2025 are not necessarily indicative of the results that may be expected for fiscal year 2025, or for any other future period.

On July 12, 2024, we completed a ten-for-one forward stock split of our common stock through the filing of an amendment (“Amendment”) to our Amended and Restated Certificate of Incorporation. The Amendment proportionately increased the number of shares of our authorized common stock without changing the par value of $0.001 per share. All share, equity award and per share amounts and related stockholders’ equity balances presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

Significant Accounting Policies

Use of estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates, and such differences could affect the results of operations reported in future periods.

2. Revenue from Contracts with Customers

We account for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration to which we are entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

Disaggregation

We have considered (1) information that is regularly reviewed by our Chief Executive Officer, who has been identified as the chief operating decision maker (the “CODM”) as defined by the authoritative guidance on segment reporting, in evaluating financial performance and (2) disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues. The principal category we use to disaggregate revenues is the nature of our products and subscriptions and services, as presented in our condensed consolidated statements of operations. In addition, revenues by reportable segment are presented in Note 10. “Segment Information.”

The following tables present revenue disaggregated by type of revenue and by region for the periods presented:


	Fiscal Quarter Ended May 4, 2025
	Americas		Asia Pacific		Europe, the Middle East and Africa		Total

	(In millions)
Products	$	635	$	7,454	$	417	$	8,506
Subscriptions and services	4,071		646		1,781		6,498
Total	$	4,706	$	8,100	$	2,198	$	15,004


	Fiscal Quarter Ended May 5, 2024
	Americas		Asia Pacific		Europe, the Middle East and Africa		Total

	(In millions)
Products	$	473	$	6,267	$	452	$	7,192
Subscriptions and services	3,401		487		1,407		5,295
Total	$	3,874	$	6,754	$	1,859	$	12,487


	Two Fiscal Quarters Ended May 4, 2025
	Americas		Asia Pacific		Europe, the Middle East and Africa		Total

	(In millions)
Products	$	1,125	$	14,723	$	829	$	16,677
Subscriptions and services	8,213		1,409		3,621		13,243
Total	$	9,338	$	16,132	$	4,450	$	29,920


	Two Fiscal Quarters Ended May 5, 2024
	Americas		Asia Pacific		Europe, the Middle East and Africa		Total

	(In millions)
Products	$	1,181	$	12,458	$	965	$	14,604
Subscriptions and services	5,778		993		3,073		9,844
Total	$	6,959	$	13,451	$	4,038	$	24,448

Although we recognize revenue for the majority of our products when title and control transfer in Penang, Malaysia, we disclose revenue by region based primarily on the geographic shipment location or delivery location specified by our distributors, original equipment manufacturer customers, contract manufacturers, channel partners, or software customers.

Contract Balances

Contract assets and contract liabilities balances were as follows:


		May 4, 2025		November 3, 2024

	(In millions)
Contract Assets		$	6,427	$	4,402

Contract Liabilities		$	14,457	$	14,495

Changes in our contract assets and contract liabilities primarily result from the timing difference between our performance and the customer’s payment. We fulfill our obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. We recognize a contract asset when we transfer products or services to a customer and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. We recognize contract liabilities when we have received consideration or an amount of consideration is due from the customer and we have a future obligation to transfer products or services. As of May 4, 2025, approximately 66% of contract liabilities related to contracts subject to termination for convenience provisions. The amount of revenue recognized during the two fiscal quarters ended May 4, 2025 that was included in the contract liabilities balance as of November 3, 2024 was $6,103 million. The amount of revenue recognized during the two fiscal quarters ended May 5, 2024 that was included in the contract liabilities balance as of October 29, 2023 was $1,965 million.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. Remaining performance obligations include unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, but do not include contracts for software, subscriptions or services where the customer is not committed. The customer is not considered committed when the customer contract permits termination for convenience. Additionally, as a practical expedient, we have not included contracts that have an original duration of one year or less, nor have we included contracts with sales-based or usage-based royalties promised in exchange for a license of intellectual property (“IP”).

Certain multi-year customer contracts in our semiconductor solutions segment and infrastructure software segment, including contracts where customers do not have termination rights, contain firmly committed amounts and the remaining performance obligations under these contracts as of May 4, 2025 were approximately $24.7 billion. We expect approximately 36% of this amount to be recognized as revenue over the next 12 months. For contracts with termination for convenience rights, our customers generally do not exercise those rights. Accordingly, our remaining performance obligations disclosed above are not indicative of revenue for future periods.

3. Acquisitions

Acquisition of VMware, Inc.

On November 22, 2023, we completed the acquisition of VMware, Inc. (“VMware”) in a cash-and-stock transaction. The VMware stockholders received approximately $30,788 million in cash and 544 million shares of Broadcom common stock with a fair value of $53,398 million. VMware was a leading provider of multi-cloud services for all applications, enabling digital innovation with enterprise control. We acquired VMware to enhance our infrastructure software capabilities.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if VMware had been acquired on October 31, 2022, the beginning of fiscal year 2023. The unaudited pro forma information includes adjustments to amortization for intangible assets acquired, stock-based compensation expense, interest expense for acquisition financing, and depreciation for property and equipment acquired. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred on October 31, 2022 or of the results of our future operations of the combined business.


	Fiscal Quarter Ended		Two Fiscal Quarters Ended
	May 5, 2024		May 5, 2024

	(In millions)
Pro forma net revenue	$	12,507	$	25,030
Pro forma net income	$	2,261	$	3,876

4. Supplemental Financial Information

Cash Equivalents

Cash equivalents included $915 million and $1,716 million of time deposits and $1,041 million and $1,171 million of money-market funds as of May 4, 2025 and November 3, 2024, respectively. For time deposits, carrying value approximates fair value due to the short-term nature of the instruments. The fair value of money-market funds, which was consistent with their carrying value, was determined using unadjusted prices in active, accessible markets for identical assets, and as such, they were classified as Level 1 assets in the fair value hierarchy.

Accounts Receivable Factoring

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions pursuant to factoring arrangements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the condensed consolidated statements of cash flows. Total trade accounts receivable sold under the factoring arrangements were $1,750 million and $3,951 million during the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively, and $1,250 million and $2,500 million during the fiscal quarter and two fiscal quarters ended May 5, 2024, respectively.

Inventory


	May 4, 2025		November 3, 2024

	(In millions)
Finished goods	$	500	$	504
Work-in-process	1,119		970
Raw materials	398		286
Total inventory	$	2,017	$	1,760

Other Current Assets


	May 4, 2025		November 3, 2024

	(In millions)
Current portion of contract assets	$	3,234	$	1,916
Prepaid expenses	936		1,391
Other	959		764
Total other current assets	$	5,129	$	4,071

Other Current Liabilities


	May 4, 2025		November 3, 2024

	(In millions)
Contract liabilities	$	10,303	$	9,395
Tax liabilities	646		720
Interest payable	562		535
Other	992		1,143
Total other current liabilities	$	12,503	$	11,793

Other Long-Term Liabilities


	May 4, 2025		November 3, 2024

	(In millions)
Contract liabilities	$	4,154	$	5,100
Unrecognized tax benefits	3,732		3,669
Deferred tax liabilities	3,365		4,703
Other	1,445		1,503
Total other long-term liabilities	$	12,696	$	14,975

Discontinued Operations

On July 1, 2024, we sold VMware’s end-user computing business for $3.5 billion, after working capital adjustments. In connection with the sale, we agreed to provide transitional services to the buyer on a short-term basis. We had no material continuing involvement with this business and presented its operating results in discontinued operations as follows:


	Fiscal Quarter Ended		Two Fiscal Quarters Ended
	May 5, 2024		May 5, 2024


	(In millions)
Net revenue	$	329	$	680

Income from discontinued operations before income taxes	$	11	$	69

Provision for income taxes	(11)		(18)
Income from discontinued operations, net of income taxes	$	—	$	51

Supplemental Cash Flow Information


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions)				(In millions)
Cash paid for interest	$	700	$	946	$	1,371	$	1,696
Cash paid for income taxes	$	608	$	834	$	1,012	$	1,738

5. Intangible Assets


	Gross Carrying Amount		Accumulated Amortization		Net Book Value

	(In millions)
As of May 4, 2025:
Purchased technology	$	35,437	$	(15,515)	$	19,922
Customer contracts and related relationships	16,043		(3,257)		12,786
Trade names	1,685		(419)		1,266

Other	191		(112)		79
Intangible assets subject to amortization	53,356		(19,303)		34,053
In-process research and development	2,340		—		2,340
Total	$	55,696	$	(19,303)	$	36,393

As of November 3, 2024:
Purchased technology	$	35,467	$	(12,551)	$	22,916
Customer contracts and related relationships	16,186		(2,271)		13,915
Trade names	1,720		(369)		1,351

Other	166		(105)		61
Intangible assets subject to amortization	53,539		(15,296)		38,243
In-process research and development	2,340		—		2,340
Total	$	55,879	$	(15,296)	$	40,583

Based on the amount of intangible assets subject to amortization as of May 4, 2025, the expected amortization expense was as follows:


Fiscal Year:	Expected Amortization Expense

	(In millions)
2025 (remainder)	$	3,997
2026	7,545
2027	6,507
2028	5,417
2029	4,337
Thereafter	6,250
Total	$	34,053

The weighted-average remaining amortization periods by intangible asset category were as follows:


Amortizable intangible assets:						May 4, 2025

						(In years)
Purchased technology						6
Customer contracts and related relationships						7
Trade names						12
Other						11

6. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period.

Potentially dilutive shares outstanding include the dilutive effect of unvested restricted stock units (“RSUs”) and employee stock purchase plan (“ESPP”) rights (collectively referred to as “equity awards”). Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share.

The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method. Under the treasury stock method, the amount the employee must pay for purchasing shares under the ESPP and the amount of stock-based compensation expense for future service that we have not yet recognized are collectively assumed to be used to repurchase shares.

The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods presented:


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions, except per share data)
Numerator:
Income from continuing operations	$	4,965	$	2,121	$	10,468	$	3,395
Income from discontinued operations, net of income taxes	—		—		—		51


Net income	$	4,965	$	2,121	$	10,468	$	3,446

Denominator:
Weighted-average shares outstanding - basic	4,707		4,645		4,701		4,579
Dilutive effect of equity awards	119		154		130		151
Weighted-average shares outstanding - diluted	4,826		4,799		4,831		4,730




Basic income per share:
Income per share from continuing operations	$	1.05	$	0.46	$	2.23	$	0.74
Income per share from discontinued operations	—		—		—		0.01
Net income per share	$	1.05	$	0.46	$	2.23	$	0.75

Diluted income per share:
Income per share from continuing operations	$	1.03	$	0.44	$	2.17	$	0.72
Income per share from discontinued operations	—		—		—		0.01
Net income per share	$	1.03	$	0.44	$	2.17	$	0.73

7. Borrowings


	Effective Interest Rate			May 4, 2025		November 3, 2024

				(In millions)
May 2025 Term Loan - fixed rate
4.489% loan due May 2028	4.55	%		$	750	$	—

January 2025 Senior Notes - fixed rate
4.800% notes due April 2028	5.03	%		1,100		—
5.050% notes due April 2030	5.20	%		800		—
5.200% notes due April 2032	5.34	%		1,100		—
				3,000		—
October 2024 Senior Notes - fixed rate
4.150% notes due February 2028	4.36	%		875		875
4.350% notes due February 2030	4.51	%		1,500		1,500
4.550% notes due February 2032	4.70	%		875		875
4.800% notes due October 2034	4.38	%	(a)	1,750		1,750
				5,000		5,000
July 2024 Senior Notes - fixed rate
5.050% notes due July 2027	5.27	%		1,250		1,250
5.050% notes due July 2029	5.23	%		2,250		2,250
5.150% notes due November 2031	5.30	%		1,500		1,500
				5,000		5,000
2023 Term Loans - floating rate

SOFR plus 1.125% term loan due November 2026	6.23	%		—		5,595
SOFR plus 1.125% term loan due November 2028	5.45	%		6,000		8,000
				6,000		13,595
April 2022 Senior Notes - fixed rate
4.000% notes due April 2029	4.17	%		750		750
4.150% notes due April 2032	4.30	%		1,200		1,200
4.926% notes due May 2037	5.33	%		2,500		2,500
				4,450		4,450
September 2021 Senior Notes - fixed rate
3.137% notes due November 2035	4.23	%		3,250		3,250
3.187% notes due November 2036	4.79	%		2,750		2,750
				6,000		6,000
March 2021 Senior Notes - fixed rate
3.419% notes due April 2033	4.66	%		2,250		2,250
3.469% notes due April 2034	4.63	%		3,250		3,250
				5,500		5,500
January 2021 Senior Notes - fixed rate
1.950% notes due February 2028	2.10	%		750		750
2.450% notes due February 2031	2.56	%		2,750		2,750
2.600% notes due February 2033	2.70	%		1,750		1,750
3.500% notes due February 2041	3.60	%		3,000		3,000


	Effective Interest Rate			May 4, 2025		November 3, 2024

				(In millions)
3.750% notes due February 2051	3.84	%		1,750		1,750
				10,000		10,000

June 2020 Senior Notes - fixed rate
3.459% notes due September 2026	4.19	%		752		752
4.110% notes due September 2028	5.02	%		1,118		1,118
				1,870		1,870
May 2020 Senior Notes - fixed rate

3.150% notes due November 2025	3.29	%		900		900
4.150% notes due November 2030	4.27	%		1,856		1,856
4.300% notes due November 2032	4.39	%		2,000		2,000
				4,756		4,756
April 2020 Senior Notes - fixed rate
5.000% notes due April 2030	5.18	%		606		606

April 2019 Senior Notes - fixed rate

4.750% notes due April 2029	4.95	%		1,655		1,655

2017 Senior Notes - fixed rate

3.125% notes due January 2025	3.23	%		—		495
3.875% notes due January 2027	4.02	%		2,922		2,922
3.500% notes due January 2028	3.60	%		777		777
				3,699		4,194
Assumed VMware Senior Notes - fixed rate

4.500% notes due May 2025	5.81	%		750		750
1.400% notes due August 2026	5.60	%		1,500		1,500
4.650% notes due May 2027	5.60	%		500		500
3.900% notes due August 2027	5.50	%		1,250		1,250
1.800% notes due August 2028	5.44	%		750		750
4.700% notes due May 2030	5.75	%		750		750
2.200% notes due August 2031	5.74	%		1,500		1,500
				7,000		7,000
Assumed CA Senior Notes - fixed rate
4.700% notes due March 2027	5.15	%		215		215

Other senior notes - fixed rate

4.500% notes due August 2034	4.55	%		6		6

Total senior notes and term loans outstanding				65,507		69,847

Commercial paper	4.69	%	(b)	3,900		—

Total debt principal outstanding				$	69,407	$	69,847


	May 4, 2025		November 3, 2024
	(In millions)
Short-Term Debt:
Current portion of senior notes and term loans outstanding	$	1,650	$	1,245
Commercial paper, net	3,877		—
Short-term finance lease liabilities	4		26
Total short-term debt	$	5,531	$	1,271

Long-Term Debt:
Non-current portion of senior notes and term loans outstanding	$	63,857	$	68,602
Long-term finance lease liabilities	7		13
Unamortized discount and issuance costs	(2,113)		(2,320)
Total long-term debt	$	61,751	$	66,295

(a) In addition to contractual interest, discount and issuance costs, the effective interest rate also includes reclassification of the cumulative gain from derivatives.

(b) Represents the weighted average interest rate on commercial paper outstanding as of May 4, 2025.

Fixed-Rate Term Loans

On May 2, 2025, we entered into a $750 million three-year fixed-rate term loan (the “May 2025 Term Loan”).

Subsequent to the fiscal quarter ended May 4, 2025, we entered into a $1.0 billion three-year term loan at a 4.540% fixed rate and used the proceeds as well as cash on hand to repay $1.9 billion of commercial paper. We also used the May 2025 Term Loan proceeds to repay the $750 million of senior notes that matured on May 15, 2025.

Interest on the term loans is due quarterly. We are permitted to prepay the term loans at any time, subject to a specified make-whole premium determined in accordance with the credit agreements governing the respective term loans, plus accrued and unpaid interest.

Senior Notes

In January 2025, we issued senior unsecured notes for an aggregate principal amount of $3,000 million. Using the net proceeds from these senior notes and commercial paper issued in January 2025 and cash on hand, we repaid the remaining $5,595 million of our unsecured term facility due November 2026 and $2,000 million of our unsecured term facility due November 2028.

As a result of these repayments, we wrote off unamortized discount and issuance costs of $65 million during the fiscal quarter ended February 2, 2025, which were included in interest expense in the condensed consolidated statement of operations.

We may redeem or purchase, in whole or in part, any of our senior notes prior to their respective maturities, subject to a specified make-whole premium determined in accordance with the indentures governing the respective notes, plus accrued and unpaid interest. In the event of a change in control, note holders will have the right to require us to repurchase their notes at a price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest. Each series of the senior notes pays interest semi-annually.

2025 Credit Agreement

In January 2025, we entered into a credit agreement (the “2025 Credit Agreement”), which provides for a five-year $7.5 billion unsecured revolving credit facility, of which $500 million is available for the issuance of multi-currency letters of credit. The issuance of letters of credit under the revolving credit facility would reduce the aggregate amount otherwise available under such facility for revolving loans. Subject to the terms of the 2025 Credit Agreement, we are permitted to borrow, repay and reborrow revolving loans at any time prior to the earlier of (a) January 13, 2030 or (b) the date that the commitments are terminated either at our request or, if an event of default occurs, by the lenders. In connection with the 2025 Credit Agreement, we terminated the credit agreement entered into in January 2021, which provided for a five-year $7.5 billion unsecured revolving credit facility. We had no borrowings outstanding under our revolving credit facility at either May 4, 2025 or November 3, 2024.

Commercial Paper

In January 2025, we increased the maximum amount of our commercial paper program, pursuant to which we may issue unsecured commercial paper notes in an aggregate principal amount of up to $4.0 billion outstanding at any time with maturities of up to 397 days from the date of issue. Commercial paper is sold under customary terms in the commercial paper market and may be issued at a discount from par or, alternatively, may be sold at par and bear interest at rates dictated by market conditions at the time of issuance. The discount associated with the commercial paper is amortized to interest expense over its term. As of May 4, 2025, we had $3.9 billion of commercial paper outstanding with maturities ranging from 22 days to 187 days.

Fair Value of Debt

As of May 4, 2025, the estimated aggregate fair value of our fixed-rate borrowings was $55,001 million, which was determined using quoted prices from less active markets or other observable inputs. The carrying value of the floating-rate term loans approximates their fair value as they bear interest at the market observable interest rate tied to the Secured Overnight Financing Rate (“SOFR”) that resets periodically. The carrying value of commercial paper approximates its fair value due to the short-term nature of the instruments. All of our debt obligations are categorized as Level 2 instruments.

Future Principal Payments of Debt

The future scheduled principal payments of senior notes and term loans as of May 4, 2025 were as follows:


Fiscal Year:	Future Scheduled Principal Payments
	(In millions)
2025 (remainder)	$	750
2026	3,152
2027	6,137
2028	6,120
2029	10,655
Thereafter	38,693
Total	$	65,507

As of May 4, 2025 and November 3, 2024, we were in compliance with all debt covenants.

8. Stockholders’ Equity

Cash Dividends Declared and Paid


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions, except per share data)
Dividends per share to common stockholders	$	0.590	$	0.525	$	1.180	$	1.050
Dividends to common stockholders	$	2,785	$	2,443	$	5,559	$	4,878

Stock Repurchase Programs

In April 2025, our Board of Directors authorized a stock repurchase program to repurchase up to $10 billion of our common stock from time to time through December 31, 2025. During the fiscal quarter ended May 4, 2025, we repurchased and retired 16 million shares of our common stock for $2,450 million under this stock repurchase program. Repurchases under this stock repurchase program may be effected through a variety of methods, including open market or privately negotiated purchases. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities and other factors. We are not obligated to repurchase any specific amount of shares of common stock, and the stock repurchase program may be suspended or terminated at any time.

In December 2021 and May 2022, our Board of Directors authorized stock repurchase programs to repurchase up to an aggregate of $20 billion of our common stock from time to time prior to December 31, 2023. During the fiscal quarter ended February 4, 2024, we repurchased and retired 67 million shares of our common stock for $7,176 million, and all $20 billion of the aggregate authorized amount was utilized prior to expiration on December 31, 2023.

Stock-Based Compensation Expense


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions)
Cost of products sold	$	50	$	28	$	83	$	56
Cost of subscriptions and services	153		142		273		275
Research and development	1,169		881		1,991		1,744
Selling, general and administrative	399		352		704		900
Total stock-based compensation expense (a)	$	1,771	$	1,403	$	3,051	$	2,975

(a) Does not include stock-based compensation expense related to discontinued operations recognized during the fiscal quarter and two fiscal quarters ended May 5, 2024, which was included in income from discontinued operations, net of income taxes in our condensed consolidated statements of operations.

During the fiscal quarter ended May 4, 2025, we granted two-year time- and market-based RSU awards (the “Two-Year Equity Awards”), in lieu of our annual employee equity awards historically granted in the second quarter of each fiscal year. Each Two-Year Equity Award vests on the same basis as two annual grants with staggered vesting start dates of March 15, 2025 and March 15, 2026 and successive four-year vesting periods. We recognize stock-based compensation expense related to these awards from the grant date through their respective vesting date, ranging from four to five years.

As of May 4, 2025, the total unrecognized compensation cost related to unvested stock-based awards was $27,020 million, which is expected to be recognized over the remaining weighted-average service period of 3.8 years.

Equity Incentive Award Plans

A summary of time- and market-based RSU activity is as follows:


	Number of RSUs Outstanding	Weighted-Average Grant Date Fair Value Per Share

	(In millions, except per share data)
Balance as of November 3, 2024	213	$	66.44
Granted	116	$	187.54
Vested	(50)	$	57.37
Forfeited	(8)	$	85.77
Balance as of May 4, 2025	271	$	119.49

The aggregate fair value of time- and market-based RSUs that vested during the two fiscal quarters ended May 4, 2025 was $10,373 million, which represented the market value of our common stock on the date that the RSUs vested. The number of RSUs vested included shares of common stock that we withheld for settlement of employees’ tax obligations due upon the vesting of RSUs.

9. Income Taxes

The provision for income taxes was $120 million and $107 million for the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively. The provision for income taxes was primarily due to income before income taxes and the jurisdictional mix of income, partially offset by excess tax benefits from stock-based awards.

The benefit from income taxes was $116 million and $48 million for the fiscal quarter and two fiscal quarters ended May 5, 2024, respectively. The benefit from income taxes was primarily due to excess tax benefits from stock-based awards and the jurisdictional mix of income, partially offset by income tax expense on operations.

As of May 4, 2025, we had $6,764 million of gross unrecognized tax benefits and accrued interest and penalties. It is possible that our existing unrecognized tax benefits may change up to $3,466 million within the next 12 months as a result of lapses of statutes of limitations for certain audit periods, anticipated closures of audit examinations, and changes in balances related to tax positions to be taken during the current fiscal year.

10. Segment Information

Reportable Segments

We have two reportable segments: semiconductor solutions and infrastructure software. Each segment has separate financial information that is utilized on a regular basis by the CODM in determining how to allocate resources and evaluate performance. The reportable segments are determined based on several factors including, but not limited to, customer base, homogeneity of products, technology, delivery channels and similar economic characteristics.

Semiconductor solutions. We provide semiconductor solutions for managing the movement of data in data center, service provider, and enterprise networking applications, including AI networking and connectivity. We provide a broad variety of radio frequency semiconductor devices, wireless connectivity solutions, custom touch controllers, and inductive charging solutions for mobile applications. We also provide semiconductor solutions for enabling the set-top box and broadband access markets and for enabling secure movement of digital data to and from host machines, such as servers, personal computers and storage systems, to the underlying storage devices, such as hard disk drives and solid state drives. We also provide a broad variety of products for the general industrial and automotive markets. Our semiconductor solutions segment also includes our IP licensing.

Infrastructure software. We provide a portfolio of software solutions that help enterprises simplify their IT environments so they can increase business velocity and flexibility, and enable customers to plan, develop, deliver, automate, manage and secure applications across mainframe, distributed, edge, mobile, and private and hybrid cloud platforms. Our portfolio of infrastructure and security software is designed to modernize, optimize, and secure the most complex private and hybrid cloud environments, enabling scalability, agility, automation, insights, resiliency and security making it easy for customers to run their mission-critical workloads. We also offer mission-critical FC SAN products and related software.

Our CODM assesses the performance of each segment and allocates resources to each segment based on net revenue and operating results and does not evaluate each segment using discrete asset information. Operating results by segment include items that are directly attributable to each segment and also include shared expenses such as marketing, general and administrative activities, facilities and IT expenses. Shared expenses are primarily allocated based on revenue and headcount.

Unallocated Expenses

Unallocated expenses include amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other charges, acquisition-related costs, and other costs, which are not used in evaluating the results of, or in allocating resources to, our segments. Acquisition-related costs include transaction costs and any costs directly related to the acquisition and integration of acquired businesses.

Depreciation expense directly attributable to each reportable segment is included in the operating results of each segment. However, the CODM does not evaluate depreciation expense by operating segment and, therefore, it is not separately presented. There was no inter-segment revenue for any of the periods presented. The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” included in the Annual Report on Form 10-K for fiscal year 2024.


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	May 4, 2025		May 5, 2024		May 4, 2025		May 5, 2024

	(In millions)
Net revenue:
Semiconductor solutions	$	8,408	$	7,202	$	16,620	$	14,592
Infrastructure software	6,596		5,285		13,300		9,856
Total net revenue	$	15,004	$	12,487	$	29,920	$	24,448

Operating income:
Semiconductor solutions	$	4,806	$	3,978	$	9,512	$	8,094
Infrastructure software	4,987		3,168		10,109		5,883
Unallocated expenses	(3,964)		(4,181)		(7,532)		(8,929)
Total operating income	$	5,829	$	2,965	$	12,089	$	5,048

11. Commitments and Contingencies

Commitments

The following table summarizes contractual obligations and commitments as of May 4, 2025:


Fiscal Year:	Purchase Commitments		Other Contractual Commitments

	(In millions)
2025 (remainder)	$	169	$	359
2026	102		607
2027	12		576
2028	10		504
2029	3		691
Thereafter	—		1,003
Total	$	296	$	3,740

Purchase Commitments. Represent unconditional purchase obligations to purchase goods or services, primarily inventory, that are enforceable and legally binding on us and specify all significant terms, including fixed or minimum quantities to be purchased, price provisions, and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty and unconditional purchase obligations with a remaining term of one year or less.

Other Contractual Commitments. Represent amounts payable pursuant to agreements related to IT and other service agreements.

Due to the inherent uncertainty with respect to the timing of future cash outflows associated with our unrecognized tax benefits as of May 4, 2025, we are unable to reliably estimate the timing of cash settlement with the respective taxing authorities. Therefore, $3,732 million of unrecognized tax benefits and accrued interest and penalties as of May 4, 2025 have been excluded from the table above.

Contingencies

From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our lines of business, including commercial disputes, employment issues, tax disputes and disputes involving claims by third parties that our activities infringe their patent, copyright, trademark or other IP rights, as well as regulatory investigations or inquiries. Legal proceedings and regulatory investigations or inquiries are often complex, may require the expenditure of significant funds and other resources, and the outcomes of such proceedings are inherently uncertain, with material adverse outcomes possible. IP property claims generally involve the demand by a third-party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing IP. Claims that our products or processes infringe or misappropriate any third-party IP rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of which is inherently uncertain. Moreover, from time to time, we pursue litigation to assert our IP rights. Regardless of the merit or resolution of any such litigation, complex IP litigation is generally costly and diverts the efforts and attention of our management and technical personnel.

Lawsuits Relating to VMware Backlog

On March 31, 2020, a securities class action lawsuit was filed against VMware and certain former officers of VMware in the United States District Court for the Northern District of California (the “California Court”). On September 18, 2020, the plaintiffs filed a consolidated amended complaint alleging that VMware’s statements about backlog and the related internal controls during the period from August 2018 through February 2020 were materially misleading. The defendants filed a motion to dismiss, which was granted with leave to amend on September 10, 2021. On October 8, 2021, the plaintiffs filed their Second Amended Consolidated Complaint based on the same alleged disclosure deficiencies. The defendants’ motion to dismiss the Second Amended Consolidated Complaint was filed on November 5, 2021. On April 2, 2023, the California Court denied the defendants’ motion to dismiss finding that the plaintiffs had adequately stated claims under Sections 10 and 20A of the Securities Exchange Act of 1934. The parties have agreed to settlement terms and in March 2025 the California Court approved the settlement.

Other Matters

We are currently engaged in a number of legal actions in the ordinary course of our business.

Contingency Assessment

We do not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings, ongoing regulatory investigations or tax disputes, taken individually or as a whole, will have a material adverse effect on our condensed consolidated financial statements. However, lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and other resources to defend. The results of litigation, regulatory investigations or tax disputes are inherently uncertain, and material adverse outcomes are possible. From time to time, we may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur substantial costs and other ongoing expenses, such as future royalty payments in the case of an IP dispute.

During the periods presented, no material amounts have been accrued or disclosed in the accompanying condensed consolidated financial statements with respect to loss contingencies associated with any other legal proceedings, regulatory investigations or tax disputes, as potential losses for such matters are not considered probable and ranges of losses are not reasonably estimable. These matters are subject to many uncertainties and the ultimate outcomes are not predictable. There can be no assurances that the actual amounts required to satisfy any liabilities arising from the matters described above will not have a material adverse effect on our condensed consolidated financial statements.

Other Indemnifications

As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for IP claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liabilities or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability is not material.

12. Restructuring and Other Charges

The following table summarizes the significant activities within, and components of, the restructuring liabilities during the two fiscal quarters ended May 4, 2025:


	Employee Termination Costs		Lease and Impairment Costs		Total

	(In millions)
Balance as of November 3, 2024	$	119	$	—	$	119
Restructuring charges	194		106		300
Utilization	(272)		(106)		(378)
Balance as of May 4, 2025	$	41	$	—	$	41

In connection with the acquisition of VMware, we initiated restructuring activities to integrate the acquired business, align our workforce and improve efficiencies in our operations. We recognized restructuring charges related to employee termination costs of $89 million and $194 million during the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively, and $303 million and $976 million during the fiscal quarter and two fiscal quarters ended May 5, 2024, respectively.

We also recognized impairment charges primarily related to lease assets and property, plant and equipment of $25 million and $106 million during the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively, and $42 million and $81 million during the fiscal quarter and two fiscal quarters ended May 5, 2024, respectively. We expect these restructuring activities to be substantially completed by the end of fiscal year 2025. These charges were recognized primarily in operating expenses.

13. Subsequent Events

Cash Dividends Declared

On June 4, 2025, our Board of Directors declared a quarterly cash dividend of $0.59 per share on our common stock, payable on June 30, 2025 to stockholders of record on June 20, 2025.

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