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 — Unaudited2
Condensed Consolidated Statements of Operations — Unaudited3
Condensed Consolidated Statements of Comprehensive Income (Loss) — Unaudited4
Condensed Consolidated Statements of Cash Flows — Unaudited5
Condensed Consolidated Statements of Stockholders’ Equity — Unaudited6
Notes to Unaudited Condensed Consolidated Financial Statements8

BROADCOM INC.

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

August 3, 2025November 3, 2024
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents$10,718$9,348
Trade accounts receivable, net6,4944,416
Inventory2,1801,760
Other current assets5,6064,071
Total current assets24,99819,595
Long-term assets:
Property, plant and equipment, net2,4512,521
Goodwill97,80197,873
Intangible assets, net34,34440,583
Other long-term assets6,0275,073
Total assets$165,621$165,645
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$1,432$1,662
Employee compensation and benefits1,7191,971
Short-term debt1,3991,271
Other current liabilities12,15411,793
Total current liabilities16,70416,697
Long-term liabilities:
Long-term debt62,83066,295
Other long-term liabilities12,81014,975
Total liabilities92,34497,967
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; 4,722 and 4,686 shares issued and outstanding as of August 3, 2025 and November 3, 2024, respectively55
Additional paid-in capital69,01167,466
Retained earnings4,040—
Accumulated other comprehensive income221207
Total stockholders’ equity73,27767,678
Total liabilities and equity$165,621$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 EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions, except per share data)
Net revenue:
Products$9,257$7,439$25,934$22,043
Subscriptions and services6,6955,63319,93815,477
Total net revenue15,95213,07245,87237,520
Cost of revenue:
Cost of products sold3,0962,4348,5097,023
Cost of subscriptions and services6086991,7642,366
Amortization of acquisition-related intangible assets1,5191,5254,4864,421
Restructuring charges265868203
Total cost of revenue5,2494,71614,82714,013
Gross margin10,7038,35631,04523,507
Research and development3,0502,3537,9967,076
Selling, general and administrative1,0721,1003,1043,949
Amortization of acquisition-related intangible assets5078121,5242,431
Restructuring and other charges1873034451,215
Total operating expenses4,8164,56813,06914,671
Operating income5,8873,78817,9768,836
Interest expense(807)(1,064)(2,449)(3,037)
Other income, net20582333354
Income from continuing operations before income taxes5,2852,80615,8606,153
Provision for income taxes1,1454,2381,2524,190
Income (loss) from continuing operations4,140(1,432)14,6081,963
Loss from discontinued operations, net of income taxes—(443)—(392)
Net income (loss)$4,140$(1,875)$14,608$1,571
Basic income (loss) per share:
Income (loss) per share from continuing operations$0.88$(0.31)$3.10$0.43
Loss per share from discontinued operations—(0.09)—(0.09)
Net income (loss) per share$0.88$(0.40)$3.10$0.34
Diluted income (loss) per share:
Income (loss) per share from continuing operations$0.85$(0.31)$3.02$0.41
Loss per share from discontinued operations—(0.09)—(0.08)
Net income (loss) per share$0.85$(0.40)$3.02$0.33
Weighted-average shares used in per share calculations:
Basic4,7144,6634,7054,606
Diluted4,8604,6634,8414,762

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

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED

Fiscal Quarter EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions)
Net income (loss)$4,140$(1,875)$14,608$1,571
Other comprehensive income, net of tax:
Change in unrealized gain on derivative instruments——(3)—
Change in actuarial loss and prior service costs associated with defined benefit plans151171
Other comprehensive income, net of tax151141
Comprehensive income (loss)$4,155$(1,874)$14,622$1,572

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

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

Three Fiscal Quarters Ended
August 3, 2025August 4, 2024
(In millions)
Cash flows from operating activities:
Net income$14,608$1,571
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible and right-of-use assets6,1166,962
Depreciation426437
Stock-based compensation5,3734,427
Deferred taxes and other non-cash taxes(983)2,833
Loss on debt extinguishment118105
Non-cash interest expense273336
Other58266
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net(2,066)2,078
Inventory(420)16
Accounts payable(236)206
Employee compensation and benefits(110)(118)
Other current assets and current liabilities(1,028)(3,913)
Other long-term assets and long-term liabilities(2,295)(848)
Net cash provided by operating activities19,83414,358
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired—(25,978)
Proceeds from sales of businesses3003,485
Purchases of property, plant and equipment(386)(426)
Purchases of investments(261)(145)
Sales of investments147136
Other(13)(10)
Net cash used in investing activities(213)(22,938)
Cash flows from financing activities:
Proceeds from long-term borrowings10,69534,985
Payments on debt obligations(14,840)(12,136)
Proceeds from commercial paper, net488—
Payments of dividends(8,345)(7,330)
Repurchases of common stock - repurchase program(2,450)(7,176)
Shares repurchased for tax withholdings on vesting of equity awards(3,860)(4,012)
Issuance of common stock11864
Other(57)(52)
Net cash provided by (used in) financing activities(18,251)4,343
Net change in cash and cash equivalents1,370(4,237)
Cash and cash equivalents at beginning of period9,34814,189
Cash and cash equivalents at end of period$10,718$9,952

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

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — UNAUDITED

Three Fiscal Quarters Ended August 3, 2025

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Stockholders’ Equity
SharesPar Value
(In millions)
Balance as of November 3, 20244,686$5$67,466$—$207$67,678
Net income———5,503—5,503
Dividends to common stockholders———(2,774)—(2,774)
Common stock issued24—————
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, 20254,702566,8482,72920769,789
Net income———4,965—4,965
Other comprehensive loss————(1)(1)
Dividends to common stockholders———(2,785)—(2,785)
Common stock issued26—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, 20254,703566,6892,68620669,586
Net income———4,140—4,140
Other comprehensive income————1515
Dividends to common stockholders———(2,786)—(2,786)
Common stock issued19—————
Stock-based compensation——2,322——2,322
Balance as of August 3, 20254,722$5$69,011$4,040$221$73,277

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

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — UNAUDITED

Three Fiscal Quarters Ended August 4, 2024

Common StockAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive IncomeTotal Stockholders’ Equity
SharesPar Value
(In millions)
Balance as of October 29, 20234,139$4$21,095$2,682$207$23,988
Net income———1,325—1,325
Issuance of common stock upon the acquisition of VMware, Inc.544153,420——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 issued27—————
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, 20244,633570,072—20770,284
Net income———2,121—2,121
Dividends to common stockholders——(322)(2,121)—(2,443)
Common stock issued33—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, 20244,654569,749—20769,961
Net loss———(1,875)—(1,875)
Other comprehensive income————11
Dividends to common stockholders——(2,452)——(2,452)
Common stock issued25—————
Stock-based compensation——1,388——1,388
Shares repurchased for tax withholdings on vesting of equity awards(8)—(1,399)——(1,399)
Other——27——27
Balance as of August 4, 20244,671$5$67,313$(1,875)$208$65,651

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. Our semiconductor solutions include a broad portfolio of complex digital and mixed signal complementary metal oxide semiconductor based devices, analog III-V based products, network interface cards and other modules, switches, subsystems and, in some cases, racks that are used in a wide array of environments, end products and applications such as artificial intelligence (“AI”) and enterprise data centers, servers, networking and connectivity equipment, storage systems, home connectivity devices, set-top boxes, broadband access, telecommunication equipment, smartphones and base stations, 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 August 3, 2025 are not necessarily indicative of the results that may be expected for fiscal year 2025, or for any other future period.

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 August 3, 2025
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$662$8,181$414$9,257
Subscriptions and services4,0627791,8546,695
Total$4,724$8,960$2,268$15,952
Fiscal Quarter Ended August 4, 2024
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$582$6,411$446$7,439
Subscriptions and services3,4096301,5945,633
Total$3,991$7,041$2,040$13,072
Three Fiscal Quarters Ended August 3, 2025
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$1,787$22,904$1,243$25,934
Subscriptions and services12,2752,1885,47519,938
Total$14,062$25,092$6,718$45,872
Three Fiscal Quarters Ended August 4, 2024
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$1,763$18,869$1,411$22,043
Subscriptions and services9,1871,6234,66715,477
Total$10,950$20,492$6,078$37,520

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:

August 3, 2025November 3, 2024
(In millions)
Contract Assets$7,575$4,402
Contract Liabilities$14,336$14,495

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 revenue recognized on a contract exceeds the amount invoiced. A contract asset is a right to consideration that is conditional on something other than the passage of time. A contract asset becomes a receivable when invoiced upon the right to consideration becoming unconditional.

We recognize a contract liability when billings on a contract exceed the revenue recognized and there is a future obligation to transfer products or services to a customer. Changes in our contract assets and contract liabilities primarily result from the timing difference between our performance and the customer’s payment.

As of August 3, 2025, approximately 66% of contract liabilities related to contracts subject to termination for convenience provisions. The amount of revenue recognized during the three fiscal quarters ended August 3, 2025 that was included in the contract liabilities balance as of November 3, 2024 was $8,021 million. The amount of revenue recognized during the three fiscal quarters ended August 4, 2024 that was included in the contract liabilities balance as of October 29, 2023 was $2,280 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 August 3, 2025 were approximately $27.5 billion. We expect approximately 34% 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 EndedThree Fiscal Quarters Ended
August 4, 2024August 4, 2024
(In millions)
Pro forma net revenue$13,088$38,118
Pro forma net income (loss)$(1,819)$2,057

4. Supplemental Financial Information

Cash Equivalents

Cash equivalents included $1,564 million and $1,716 million of time deposits and $1,454 million and $1,171 million of money-market funds as of August 3, 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 $1,700 million and $5,651 million during the fiscal quarter and three fiscal quarters ended August 3, 2025, respectively, and $1,450 million and $3,950 million during the fiscal quarter and three fiscal quarters ended August 4, 2024, respectively.

Inventory

August 3, 2025November 3, 2024
(In millions)
Finished goods$477$504
Work-in-process1,349970
Raw materials354286
Total inventory$2,180$1,760

Other Current Assets

August 3, 2025November 3, 2024
(In millions)
Current portion of contract assets$4,157$1,916
Prepaid expenses7931,391
Other656764
Total other current assets$5,606$4,071

Other Current Liabilities

August 3, 2025November 3, 2024
(In millions)
Contract liabilities$10,305$9,395
Interest payable644535
Tax liabilities410720
Other7951,143
Total other current liabilities$12,154$11,793

Other Long-Term Liabilities

August 3, 2025November 3, 2024
(In millions)
Contract liabilities$4,031$5,100
Unrecognized tax benefits3,8173,669
Deferred tax liabilities3,5524,703
Other1,4101,503
Total other long-term liabilities$12,810$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 EndedThree Fiscal Quarters Ended
August 4, 2024August 4, 2024
(In millions)
Net revenue$178$858
Loss from discontinued operations before income taxes$(100)$(31)
Provision for income taxes(343)(361)
Loss from discontinued operations, net of income taxes$(443)$(392)

Supplemental Cash Flow Information

Fiscal Quarter EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions)(In millions)
Cash paid for interest$602$816$1,973$2,512
Cash paid for income taxes$822$585$1,834$2,323

5. Intangible Assets

Gross Carrying AmountAccumulated AmortizationNet Book Value
(In millions)
As of August 3, 2025:
Purchased technology$36,957$(17,034)$19,923
Customer contracts and related relationships16,043(3,757)12,286
Trade names1,685(446)1,239
Other191(115)76
Intangible assets subject to amortization54,876(21,352)33,524
In-process research and development820—820
Total$55,696$(21,352)$34,344
As of November 3, 2024:
Purchased technology$35,467$(12,551)$22,916
Customer contracts and related relationships16,186(2,271)13,915
Trade names1,720(369)1,351
Other166(105)61
Intangible assets subject to amortization53,539(15,296)38,243
In-process research and development2,340—2,340
Total$55,879$(15,296)$40,583

Based on the amount of intangible assets subject to amortization as of August 3, 2025, the expected amortization expense was as follows:

Fiscal Year:Expected Amortization Expense
(In millions)
2025 (remainder)$2,072
20267,880
20276,805
20285,673
20294,547
Thereafter6,547
Total$33,524

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

Amortizable intangible assets:August 3, 2025
(In years)
Purchased technology6
Customer contracts and related relationships6
Trade names11
Other11

6. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) 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 (loss) 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.

For the fiscal quarter ended August 4, 2024, diluted net income (loss) per share excluded the potentially dilutive effect of 159 million shares of weighted-average equity awards outstanding as their effect was antidilutive.

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

Fiscal Quarter EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions, except per share data)
Numerator:
Income (loss) from continuing operations$4,140$(1,432)$14,608$1,963
Loss from discontinued operations, net of income taxes—(443)—(392)
Net income (loss)$4,140$(1,875)$14,608$1,571
Denominator:
Weighted-average shares outstanding - basic4,7144,6634,7054,606
Dilutive effect of equity awards146—136156
Weighted-average shares outstanding - diluted4,8604,6634,8414,762
Basic income (loss) per share:
Income (loss) per share from continuing operations$0.88$(0.31)$3.10$0.43
Loss per share from discontinued operations—(0.09)—(0.09)
Net income (loss) per share$0.88$(0.40)$3.10$0.34
Diluted income (loss) per share:
Income (loss) per share from continuing operations$0.85$(0.31)$3.02$0.41
Loss per share from discontinued operations—(0.09)—(0.08)
Net income (loss) per share$0.85$(0.40)$3.02$0.33

7. Borrowings

Effective Interest RateAugust 3, 2025November 3, 2024
(In millions)
July 2025 Senior Notes - fixed rate
4.600% notes due July 20304.49%(a)$1,750$—
4.900% notes due July 20325.04%1,750—
5.200% notes due July 20354.77%(a)2,500—
6,000—
4.540% term loan due May 20284.59%1,000—
4.489% term loan due May 20284.55%750—
January 2025 Senior Notes - fixed rate
4.800% notes due April 20285.03%1,100—
5.050% notes due April 20305.20%800—
5.200% notes due April 20325.34%1,100—
3,000—
October 2024 Senior Notes - fixed rate
4.150% notes due February 20284.36%875875
4.350% notes due February 20304.51%1,5001,500
4.550% notes due February 20324.70%875875
4.800% notes due October 20344.38%(a)1,7501,750
5,0005,000
July 2024 Senior Notes - fixed rate
5.050% notes due July 20275.27%1,2501,250
5.050% notes due July 20295.23%2,2502,250
5.150% notes due November 20315.30%1,5001,500
5,0005,000
2023 Term Loans - floating rate
SOFR plus 1.125% term loan due November 20266.23%—5,595
SOFR plus 1.125% term loan due November 20285.63%—8,000
—13,595
April 2022 Senior Notes - fixed rate
4.000% notes due April 20294.17%750750
4.150% notes due April 20324.30%1,2001,200
4.926% notes due May 20375.33%2,5002,500
4,4504,450
September 2021 Senior Notes - fixed rate
3.137% notes due November 20354.23%3,2503,250
3.187% notes due November 20364.79%2,7502,750
6,0006,000
Effective Interest RateAugust 3, 2025November 3, 2024
(In millions)
March 2021 Senior Notes - fixed rate
3.419% notes due April 20334.66%2,2502,250
3.469% notes due April 20344.63%3,2503,250
5,5005,500
January 2021 Senior Notes - fixed rate
1.950% notes due February 20282.10%750750
2.450% notes due February 20312.56%2,7502,750
2.600% notes due February 20332.70%1,7501,750
3.500% notes due February 20413.60%3,0003,000
3.750% notes due February 20513.84%1,7501,750
10,00010,000
June 2020 Senior Notes - fixed rate
3.459% notes due September 20264.19%752752
4.110% notes due September 20285.02%1,1181,118
1,8701,870
May 2020 Senior Notes - fixed rate
3.150% notes due November 20253.29%900900
4.150% notes due November 20304.27%1,8561,856
4.300% notes due November 20324.39%2,0002,000
4,7564,756
April 2020 Senior Notes - fixed rate
5.000% notes due April 20305.18%606606
April 2019 Senior Notes - fixed rate
4.750% notes due April 20294.95%1,6551,655
2017 Senior Notes - fixed rate
3.125% notes due January 20253.23%—495
3.875% notes due January 20274.02%2,9222,922
3.500% notes due January 20283.60%777777
3,6994,194
Assumed VMware Senior Notes - fixed rate
4.500% notes due May 20255.81%—750
1.400% notes due August 20265.60%1,5001,500
4.650% notes due May 20275.60%500500
3.900% notes due August 20275.50%1,2501,250
1.800% notes due August 20285.44%750750
4.700% notes due May 20305.75%750750
2.200% notes due August 20315.74%1,5001,500
6,2507,000
Assumed CA Senior Notes - fixed rate
4.700% notes due March 20275.15%215215
Effective Interest RateAugust 3, 2025November 3, 2024
(In millions)
Other senior notes - fixed rate
4.500% notes due August 20344.55%66
Total senior notes and term loans outstanding65,75769,847
Commercial paper4.71%(b)500—
Total debt principal outstanding$66,257$69,847
Short-Term Debt:
Current portion of senior notes outstanding$900$1,245
Commercial paper, net496—
Short-term finance lease liabilities326
Total short-term debt$1,399$1,271
Long-Term Debt:
Non-current portion of senior notes and term loans outstanding$64,857$68,602
Long-term finance lease liabilities713
Unamortized discount and issuance costs(2,034)(2,320)
Total long-term debt$62,830$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 August 3, 2025.

Fixed-Rate Term Loans

We entered into a $750 million three-year term loan at a 4.489% fixed rate and a $1.0 billion three-year term loan at a 4.540% fixed rate on May 2, 2025 and May 9, 2025, respectively. Using the proceeds and cash on hand, we repaid the $750 million of senior notes that matured on May 15, 2025 and $3.4 billion of commercial paper during the fiscal quarter ended August 3, 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 July 2025, we issued senior unsecured notes for an aggregate principal amount of $6,000 million. Using the net proceeds from these senior notes, we repaid the remaining $6,000 million of our unsecured term facility due November 2028. Upon repayment, we terminated the credit agreement entered into on August 15, 2023.

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 $53 million during the fiscal quarter ended August 3, 2025, and $65 million during the fiscal quarter ended February 2, 2025, which were included in

interest expense in the condensed consolidated statements 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 August 3, 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 August 3, 2025, we had $500 million of commercial paper outstanding with maturities ranging from 40 days to 187 days.

Fair Value of Debt

As of August 3, 2025, the estimated aggregate fair value of our fixed-rate borrowings was $62,489 million, which was determined using quoted prices from less active markets or other observable inputs. 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 August 3, 2025 were as follows:

Fiscal Year:Future Scheduled Principal Payments
(In millions)
2025 (remainder)$—
20263,152
20276,137
20287,120
20294,655
Thereafter44,693
Total$65,757

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

8. Stockholders’ Equity

Cash Dividends Declared and Paid

Fiscal Quarter EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions, except per share data)
Dividends per share to common stockholders$0.590$0.525$1.770$1.575
Dividends to common stockholders$2,786$2,452$8,345$7,330

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 EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions)
Cost of products sold$69$31$152$87
Cost of subscriptions and services182143455418
Research and development1,5738773,5642,621
Selling, general and administrative4983301,2021,230
Total stock-based compensation expense (a)$2,322$1,381$5,373$4,356

(a) Does not include stock-based compensation expense related to discontinued operations recognized during the fiscal quarter and three fiscal quarters ended August 4, 2024, which was included in loss 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 August 3, 2025, the total unrecognized compensation cost related to unvested stock-based awards was $25,057 million, which is expected to be recognized over the remaining weighted-average service period of 3.6 years.

Equity Incentive Award Plans

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

Number of RSUs OutstandingWeighted-Average Grant Date Fair Value Per Share
(In millions, except per share data)
Balance as of November 3, 2024213$66.44
Granted117$187.96
Vested(69)$66.46
Forfeited(14)$101.17
Balance as of August 3, 2025247$122.05

The aggregate fair value of time- and market-based RSUs that vested during the three fiscal quarters ended August 3, 2025 was $15,075 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

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act, which allows for the immediate expensing of domestic research and development costs, certain capital expenditures, and changes to the United States taxation of profits derived from foreign operations. As a result, it is no longer more-likely-than-not that we are able to utilize our federal corporate alternative minimum tax (“CAMT”) credits, and we established a $1,058 million valuation allowance against our CAMT credit carryforwards and CAMT credits generated in the current fiscal year. Our policy is to not consider the impact of future years’ CAMT in our valuation allowance assessment for regular deferred tax assets. Most of the provisions are effective beginning in our fiscal years ending November 1, 2026 or October 31, 2027, with immediate expensing of qualifying property being effective in fiscal year 2025. We will continue to evaluate the full impact of these legislative changes as more guidance becomes available.

The provision for income taxes was $1,145 million and $1,252 million for the fiscal quarter and three fiscal quarters ended August 3, 2025, respectively, and was primarily due to the impact from a valuation allowance against our CAMT credits, income before income taxes, and the jurisdictional mix of income, partially offset by excess tax benefits from stock-based awards.

The provision for income taxes was $4,238 million and $4,190 million for the fiscal quarter and three fiscal quarters ended August 4, 2024, respectively, and was primarily due to an intra-group transfer of certain IP rights during the fiscal quarter ended August 4, 2024 to the United States as a result of supply chain realignment and the resulting shift in the jurisdictional mix of income, partially offset by excess tax benefits from stock-based awards.

As of August 3, 2025, we had $6,930 million of gross unrecognized tax benefits and accrued interest and penalties. Subsequent to the fiscal quarter ended August 3, 2025, certain statutes of limitations have lapsed. This is expected to reduce unrecognized tax benefits by approximately $3.1 billion in the fiscal quarter ending November 2, 2025, and by up to $3.5 billion within the next 12 months. As a result of these lapses of statutes of limitations, we estimate that we will recognize a discrete tax benefit of up to $2.1 billion during the fiscal quarter ending November 2, 2025. We are continuing to evaluate the impact of these lapses of statutes of limitations on our estimated annual effective tax rate and income tax provision.

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. Our semiconductor solutions are used in a wide array of environments, end products and applications such as AI and enterprise data centers, servers, networking and connectivity equipment, storage systems, home connectivity devices, set-top boxes, broadband access, telecommunication equipment, smartphones and base stations, factory automation, power generation and alternative energy systems, and electronic displays. 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 EndedThree Fiscal Quarters Ended
August 3, 2025August 4, 2024August 3, 2025August 4, 2024
(In millions)
Net revenue:
Semiconductor solutions$9,166$7,274$25,786$21,866
Infrastructure software6,7865,79820,08615,654
Total net revenue$15,952$13,072$45,872$37,520
Operating income:
Semiconductor solutions$5,217$4,042$14,729$12,136
Infrastructure software5,2383,90615,3479,789
Unallocated expenses(4,568)(4,160)(12,100)(13,089)
Total operating income$5,887$3,788$17,976$8,836

11. Commitments and Contingencies

Commitments

The following table summarizes contractual obligations and commitments as of August 3, 2025:

Fiscal Year:Purchase CommitmentsOther Contractual Commitments
(In millions)
2025 (remainder)$106$264
2026103634
202712604
202810530
20294718
Thereafter—1,027
Total$235$3,777

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 August 3, 2025, we are unable to reliably estimate the timing of cash settlement with the respective taxing authorities. Therefore, $3,817 million of unrecognized tax benefits and accrued interest and penalties as of August 3, 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

Restructuring Charges

The following table summarizes the significant activities within, and components of, the restructuring liabilities during the three fiscal quarters ended August 3, 2025:

Employee Termination CostsLease and Impairment CostsTotal
(In millions)
Balance as of November 3, 2024$119$—$119
Restructuring charges302141443
Utilization(389)(141)(530)
Balance as of August 3, 2025$32$—$32

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 $108 million and $302 million during the fiscal quarter and three fiscal quarters ended August 3, 2025, respectively, and $294 million and $1,270 million during the fiscal quarter and three fiscal quarters ended August 4, 2024, respectively.

We also recognized impairment charges primarily related to lease assets and property, plant and equipment of $35 million and $141 million during the fiscal quarter and three fiscal quarters ended August 3, 2025, respectively, and $67 million and $148 million during the fiscal quarter and three fiscal quarters ended August 4, 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.

Other Charges

Restructuring and other charges for the fiscal quarter ended August 3, 2025 included a $70 million non-recurring impairment charge related to an asset held-for-sale.

13. Subsequent Events

Cash Dividends Declared

On September 3, 2025, our Board of Directors declared a quarterly cash dividend of $0.59 per share on our common stock, payable on September 30, 2025 to stockholders of record on September 22, 2025.

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