Item 1. Condensed Consolidated Financial Statements — Unaudited

97K characters. Original on sec.gov · Markdown

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 — 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

May 3, 2026November 2, 2025
(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents$19,628$16,178
Trade accounts receivable, net10,8307,145
Inventory4,3282,270
Other current assets7,4275,980
Total current assets42,21331,573
Long-term assets:
Property, plant and equipment, net2,7882,530
Goodwill97,80197,801
Intangible assets, net28,33332,273
Other long-term assets8,0236,915
Total assets$179,158$171,092
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$2,337$1,560
Employee compensation and benefits1,1342,129
Short-term debt2,2523,152
Other current liabilities13,13911,673
Total current liabilities18,86218,514
Long-term liabilities:
Long-term debt62,65561,984
Other long-term liabilities9,9509,302
Total liabilities91,46789,800
Commitments and contingencies (Note 10)
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; 4,758 and 4,741 shares issued and outstanding as of May 3, 2026 and November 2, 2025, respectively55
Additional paid-in capital75,31271,308
Retained earnings12,1669,761
Accumulated other comprehensive income208218
Total stockholders’ equity87,69181,292
Total liabilities and equity$179,158$171,092

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

BROADCOM INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

Fiscal Quarter EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions, except per share data)
Net revenue:
Products$16,892$10,309$31,022$20,452
Subscriptions and services5,2954,69510,4769,468
Total net revenue22,18715,00441,49829,920
Cost of revenue:
Cost of products sold4,6652,7228,7065,417
Cost of subscriptions and services6365741,2741,152
Amortization of acquisition-related intangible assets1,4611,4832,9232,967
Restructuring charges10282342
Total cost of revenue6,7724,80712,9269,578
Gross margin15,41510,19728,57220,342
Research and development2,9952,6935,9604,946
Selling, general and administrative1,0551,0832,0742,032
Amortization of acquisition-related intangible assets5065061,0131,017
Restructuring and other charges7186174258
Total operating expenses4,6274,3689,2218,253
Operating income10,7885,82919,35112,089
Interest expense(776)(769)(1,577)(1,642)
Other income, net11825551128
Income before income taxes10,1305,08518,32510,575
Provision for income taxes8201201,666107
Net income$9,310$4,965$16,659$10,468
Net income per share:
Basic$1.96$1.05$3.51$2.23
Diluted$1.91$1.03$3.41$2.17
Weighted-average shares used in per share calculations:
Basic4,7474,7074,7444,701
Diluted4,8764,8264,8824,831

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 EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions)
Net income$9,310$4,965$16,659$10,468
Other comprehensive loss, net of tax:
Change in unrealized gain on derivative instruments(4)(2)(8)(3)
Change in actuarial loss and prior service costs associated with defined benefit plans—1(2)2
Other comprehensive loss, net of tax(4)(1)(10)(1)
Comprehensive income$9,306$4,964$16,649$10,467

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 3, 2026May 4, 2025
(In millions)
Cash flows from operating activities:
Net income$16,659$10,468
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible and right-of-use assets4,0054,056
Depreciation313284
Stock-based compensation4,2683,051
Deferred taxes and other non-cash taxes(1,058)(1,267)
Loss on debt extinguishment8665
Non-cash interest expense139191
Other1881
Changes in assets and liabilities, net of acquisitions and disposals:
Trade accounts receivable, net(3,685)(1,129)
Inventory(2,058)(257)
Accounts payable683(372)
Employee compensation and benefits(991)(621)
Other current assets and current liabilities(218)(29)
Other long-term assets and long-term liabilities592(1,853)
Net cash provided by operating activities18,75312,668
Cash flows from investing activities:
Purchases of property, plant and equipment(481)(244)
Purchases of investments(137)(162)
Sales of investments28396
Other123
Net cash used in investing activities(323)(307)
Cash flows from financing activities:
Proceeds from long-term borrowings4,4743,735
Payments on debt obligations(4,900)(8,090)
Proceeds from commercial paper, net—3,861
Payments of dividends(6,178)(5,559)
Repurchases of common stock - repurchase program(8,450)(2,450)
Shares repurchased for tax withholdings on vesting of equity awards—(3,802)
Issuance of common stock113118
Other(39)(50)
Net cash used in financing activities(14,980)(12,237)
Net change in cash and cash equivalents3,450124
Cash and cash equivalents at beginning of period16,1789,348
Cash and cash equivalents at end of period$19,628$9,472

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 3, 2026

Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive IncomeTotal Stockholders’ Equity
SharesPar Value
(In millions)
Balance as of November 2, 20254,741$5$71,308$9,761$218$81,292
Net income———7,349—7,349
Other comprehensive loss————(6)(6)
Dividends to common stockholders———(3,086)—(3,086)
Common stock issued18—————
Stock-based compensation——2,176——2,176
Repurchases of common stock(23)—(346)(7,504)—(7,850)
Shares repurchased for tax withholdings on vesting of equity awards——(3)——(3)
Balance as of February 1, 20264,736573,1356,52021279,872
Net income———9,310—9,310
Other comprehensive loss————(4)(4)
Dividends to common stockholders———(3,092)—(3,092)
Common stock issued24—113——113
Stock-based compensation——2,092——2,092
Repurchases of common stock(2)—(28)(572)—(600)
Balance as of May 3, 20264,758$5$75,312$12,166$208$87,691

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 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, 20254,703$5$66,689$2,686$206$69,586

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

BROADCOM INC.

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 semiconductor-based solutions and infrastructure software solutions. Our semiconductor and semiconductor-based solutions include a broad portfolio of complex digital and mixed signal devices based on silicon wafers with complementary metal oxide semiconductor transistors, III-V based devices, network interface cards and other modules, switches, and subsystems. Our solutions are used in a wide array of environments, end products and applications, such as enterprise and artificial intelligence (“AI”) data centers, servers and networking and connectivity equipment, as well as storage systems, home connectivity devices, set-top boxes, broadband access, telecommunication equipment, wireless devices 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. Our customers rely on our infrastructure and security software solutions to modernize, optimize, and secure the most complex private cloud, hybrid cloud and edge environments. This enables 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.

Basis of Presentation

We operate on a 52- or 53-week fiscal year ending on the Sunday closest to October 31. Our fiscal years ending November 1, 2026 (“fiscal year 2026”) and November 2, 2025 (“fiscal year 2025”) are both 52-week fiscal years.

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 2, 2025 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 2025 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 3, 2026 are not necessarily indicative of the results that may be expected for fiscal year 2026, or for any other future period.

Certain prior period amounts reported in our condensed consolidated statements of operations have been reclassified to conform to the current period presentation. See Note 2. “Revenue from Contracts with Customers” for additional information.

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.

Reclassifications to Condensed Consolidated Statements of Operations

For software arrangements without termination for convenience provisions, we recognize revenue for the license portion of the agreements upfront upon transfer of control to the customer, referred to as upfront license revenue. In the fiscal quarter and two fiscal quarters ended May 3, 2026, we included upfront license revenue of $1,964 million and $3,719 million, respectively, within products revenue, and the related costs, which were immaterial, in cost of products sold, in our condensed consolidated statements of operations. To conform to the current period presentation, we reclassified $1,803 million and $3,775 million of upfront license revenue from subscriptions and services revenue to products revenue for the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively. We also reclassified the related costs for the upfront license revenue, which were immaterial for the periods presented.

In the revenue disaggregation tables by type and by region presented below, we included $1,456 million, $137 million and $371 million of upfront license revenue in products revenue within the Americas; Asia Pacific; and Europe, the Middle East and Africa regions, respectively, for the fiscal quarter ended May 3, 2026. We included $2,517 million, $261 million and $941 million of upfront license revenue in products revenue within the Americas; Asia Pacific; and Europe, the Middle East and Africa regions, respectively, for the two fiscal quarters ended May 3, 2026.

To conform to the current period presentation, we reclassified $1,256 million, $178 million and $369 million of upfront license revenue from subscriptions and services revenue to products revenue within the Americas; Asia Pacific; and Europe, the Middle East and Africa regions, respectively, for the fiscal quarter ended May 4, 2025. We reclassified $2,701 million, $242 million and $832 million of upfront license revenue from subscriptions and services revenue to products revenue within the Americas; Asia Pacific; and Europe, the Middle East and Africa regions, respectively, for the two fiscal quarters ended May 4, 2025.

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 9. “Segment Information.”

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

Fiscal Quarter Ended May 3, 2026
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$2,187$13,956$749$16,892
Subscriptions and services3,0155791,7015,295
Total$5,202$14,535$2,450$22,187
Fiscal Quarter Ended May 4, 2025
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$1,891$7,632$786$10,309
Subscriptions and services2,8154681,4124,695
Total$4,706$8,100$2,198$15,004
Two Fiscal Quarters Ended May 3, 2026
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$4,351$24,906$1,765$31,022
Subscriptions and services5,9321,2443,30010,476
Total$10,283$26,150$5,065$41,498
Two Fiscal Quarters Ended May 4, 2025
AmericasAsia PacificEurope, the Middle East and AfricaTotal
(In millions)
Products$3,826$14,965$1,661$20,452
Subscriptions and services5,5121,1672,7899,468
Total$9,338$16,132$4,450$29,920

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 3, 2026November 2, 2025
(In millions)
Contract Assets$10,399$8,922
Contract Liabilities$14,242$13,016

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 May 3, 2026, approximately 64% of contract liabilities related to contracts subject to termination for convenience provisions. The amount of revenue recognized during the two fiscal quarters ended May 3, 2026 that was included in the contract liabilities balance as of November 2, 2025 was $6,445 million. 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.

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. 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 3, 2026 were approximately $164.6 billion. These commitments include obligations under a long-term contract for custom AI accelerators entered in the fiscal quarter ended May 3, 2026. We expect approximately 30% of this amount to be recognized as revenue over the next 12 months.

Remaining performance obligations 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. For contracts with termination for convenience rights, our customers generally do not exercise those rights. 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”). Accordingly, our remaining performance obligations disclosed above are not indicative of revenue for future periods.

3. Supplemental Financial Information

Cash Equivalents

Cash equivalents included $4,003 million and $3,163 million of time deposits and $2,801 million and $2,239 million of money-market funds as of May 3, 2026 and November 2, 2025, 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.

As of May 3, 2026, cash equivalents also included $2,985 million of U.S. Treasury Bills which were carried at fair value. Due to the short-term nature of the instruments, their amortized cost approximates fair value. As of May 3, 2026, $995 million and $1,990 million of the U.S. Treasury Bills were classified as Level 1 assets and Level 2 assets in the fair value hierarchy, respectively, depending on whether the instruments were traded in active or less active markets.

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 $600 million and $2,350 million during the fiscal quarter and two fiscal quarters ended May 3, 2026, respectively, and $1,750 million and $3,951 million during the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively.

Inventory

May 3, 2026November 2, 2025
(In millions)
Finished goods$1,858$682
Work-in-process1,8011,280
Raw materials669308
Total inventory$4,328$2,270

Other Current Assets

May 3, 2026November 2, 2025
(In millions)
Current portion of contract assets$5,918$5,005
Prepaid expenses1,140518
Other369457
Total other current assets$7,427$5,980

Other Current Liabilities

May 3, 2026November 2, 2025
(In millions)
Contract liabilities$10,038$9,469
Tax liabilities1,217921
Interest payable656620
Other1,228663
Total other current liabilities$13,139$11,673

Other Long-Term Liabilities

May 3, 2026November 2, 2025
(In millions)
Contract liabilities$4,204$3,547
Unrecognized tax benefits1,6621,628
Deferred tax liabilities1,6152,704
Other2,4691,423
Total other long-term liabilities$9,950$9,302

Supplemental Cash Flow Information

Fiscal Quarter EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions)
Cash paid for interest$695$700$1,314$1,371
Cash paid for income taxes$1,099$608$1,881$1,012

4. Intangible Assets

Gross Carrying AmountAccumulated AmortizationNet Book Value
(In millions)
As of May 3, 2026:
Purchased technology$32,851$(17,322)$15,529
Customer contracts and related relationships15,791(4,961)10,830
Trade names1,612(455)1,157
Other188(121)67
Intangible assets subject to amortization50,442(22,859)27,583
In-process research and development750—750
Total$51,192$(22,859)$28,333
As of November 2, 2025:
Purchased technology$32,781$(14,401)$18,380
Customer contracts and related relationships15,791(4,003)11,788
Trade names1,612(399)1,213
Other186(114)72
Intangible assets subject to amortization50,370(18,917)31,453
In-process research and development820—820
Total$51,190$(18,917)$32,273

Based on the amount of intangible assets subject to amortization as of May 3, 2026, the expected amortization expense was as follows:

Fiscal Year:Expected Amortization Expense
(In millions)
2026 (remainder)$3,940
20276,818
20285,689
20294,562
20303,378
Thereafter3,196
Total$27,583

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

Amortizable intangible assets:May 3, 2026
(In years)
Purchased technology5
Customer contracts and related relationships6
Trade names11
Other10

5. 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 EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions, except per share data)
Numerator:
Net income$9,310$4,965$16,659$10,468
Denominator:
Weighted-average shares outstanding - basic4,7474,7074,7444,701
Dilutive effect of equity awards129119138130
Weighted-average shares outstanding - diluted4,8764,8264,8824,831
Net income per share:
Basic$1.96$1.05$3.51$2.23
Diluted$1.91$1.03$3.41$2.17

6. Borrowings

Effective Interest RateMay 3, 2026November 2, 2025
(In millions)
January 2026 Senior Notes
4.300% notes due January 20314.41%$750$—
4.600% notes due January 20334.72%1,250—
4.950% notes due January 20365.03%1,250—
5.700% notes due January 20565.79%1,250—
4,500—
September 2025 Senior Notes
4.200% notes due October 20304.34%1,0001,000
4.800% notes due February 20364.90%2,2502,250
4.900% notes due February 20384.99%1,7501,750
5,0005,000
July 2025 Senior Notes
4.600% notes due July 20304.49%(a)1,7501,750
4.900% notes due July 20325.04%1,7501,750
5.200% notes due July 20354.77%(a)2,5002,500
6,0006,000
January 2025 Senior Notes
4.800% notes due April 20285.03%1,1001,100
5.050% notes due April 20305.20%800800
5.200% notes due April 20325.34%1,1001,100
3,0003,000
October 2024 Senior Notes
4.150% notes due February 20284.36%—875
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
4,1255,000
July 2024 Senior Notes
5.050% notes due July 20275.27%4931,250
5.050% notes due July 20295.23%2,2502,250
5.150% notes due November 20315.30%1,5001,500
4,2435,000
April 2022 Senior Notes
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
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 RateMay 3, 2026November 2, 2025
(In millions)
March 2021 Senior Notes
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
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
2020 Senior Notes
3.150% notes due November 20253.29%—900
3.459% notes due September 20264.19%752752
4.110% notes due September 20285.02%—1,118
5.000% notes due April 20305.18%606606
4.150% notes due November 20304.27%1,8561,856
4.300% notes due November 20324.39%2,0002,000
5,2147,232
2019 Senior Notes
4.750% notes due April 20294.95%1,6551,655
2017 Senior Notes
3.500% notes due January 20283.60%777777
Assumed VMware Senior Notes
1.400% notes due August 20265.60%1,5001,500
3.900% notes due August 20275.50%—1,250
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
4,5005,750
Other senior notes
4.500% notes due August 20344.55%66
Total senior notes outstanding64,97065,370
4.540% term loan due May 20284.59%1,0001,000
4.489% term loan due May 20284.55%750750
Total term loans outstanding1,7501,750
Effective Interest RateMay 3, 2026November 2, 2025
(In millions)
Total debt principal outstanding66,72067,120
Less: Unamortized discount and issuance costs(1,813)(1,984)
Total debt$64,907$65,136
Short-term debt$2,252$3,152
Long-term debt62,65561,984
Total debt$64,907$65,136

(a) In addition to contractual interest, discount and issuance costs, the effective interest rate includes the impact of previously deferred gains on derivatives.

Senior Notes

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. With the exception of the senior notes issued in September 2025 and January 2026, 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. Interest is paid semi-annually.

During the fiscal quarter ended February 1, 2026, we issued senior unsecured notes for an aggregate principal amount of $4,500 million and repaid and redeemed a total of $3,650 million of our senior notes. During the fiscal quarter ended May 3, 2026, we redeemed $1,250 million of our senior notes.

Fixed-Rate Term Loans

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.

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. We had no borrowings outstanding under our revolving credit facility at either May 3, 2026 or November 2, 2025.

Commercial Paper

Under our commercial paper program, 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. We had no commercial paper outstanding at either May 3, 2026 or November 2, 2025.

Fair Value of Debt

As of May 3, 2026, the estimated aggregate fair value of our debt was $62,505 million, which was determined using quoted prices from less active markets or other observable inputs. All of our debt obligations are categorized as Level 2 instruments in the fair value hierarchy.

Future Principal Payments of Debt

The future scheduled principal payments of our debt as of May 3, 2026 were as follows:

Fiscal Year:Future Scheduled Principal Payments
(In millions)
2026 (remainder)$2,252
2027493
20285,127
20294,655
20306,406
Thereafter47,787
Total$66,720

As of May 3, 2026 and November 2, 2025, we were in compliance with all debt covenants.

7. Stockholders’ Equity

Cash Dividends Declared and Paid

Fiscal Quarter EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions, except per share data)
Dividends per share to common stockholders$0.65$0.59$1.30$1.18
Dividends to common stockholders$3,092$2,785$6,178$5,559

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 through December 31, 2025, which was subsequently extended through December 31, 2026 and increased to $11 billion. In March 2026, 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, 2026. We repurchased and retired 2 million and 25 million shares for $600 million and $8,450 million during the fiscal quarter and two fiscal quarters ended May 3, 2026, respectively. We also repurchased 16 million shares for $2,450 million during the fiscal quarter ended May 4, 2025. As of May 3, 2026, $10.1 billion of the authorized amount remained available for repurchase.

Stock-Based Compensation Expense

Fiscal Quarter EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions)
Cost of products sold$64$50$130$83
Cost of subscriptions and services159153329273
Research and development1,3951,1692,8421,991
Selling, general and administrative474399967704
Total stock-based compensation expense$2,092$1,771$4,268$3,051

During the second quarter of fiscal year 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 of the Two-Year Equity Awards 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 3, 2026, the total unrecognized compensation cost related to unvested stock-based awards was $20,106 million, which is expected to be recognized over the remaining weighted-average service period of 3.0 years.

Restricted Stock Unit Awards

A summary of 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 2, 2025229$127.63
Granted4$323.86
Vested(41)$85.50
Forfeited(9)$137.42
Balance as of May 3, 2026183$140.26

The aggregate fair value of RSUs that vested during the two fiscal quarters ended May 3, 2026 was $13,527 million, which represented the market value of our common stock on the date that the RSUs vested.

8. Income Taxes

The provision for income taxes was $820 million and $1,666 million for the fiscal quarter and two fiscal quarters ended May 3, 2026, respectively, compared to $120 million and $107 million for the fiscal quarter and two fiscal quarters ended May 4, 2025, respectively. The increase in the provision for income taxes in both the fiscal quarter and two fiscal quarters ended May 3, 2026, as compared to the prior year fiscal periods, was primarily due to higher income before income taxes. We expect to remain subject to the Corporate Alternative Minimum Tax (“CAMT”) for fiscal year 2026 and subsequent years. Accordingly, we continue to maintain a full valuation allowance against our CAMT credit carryforwards and CAMT credits generated in the current fiscal year.

9. Segment Information

Reportable Segments

We have two reportable segments: semiconductor solutions and infrastructure software. Each segment has separate financial information. The CODM considers actual and expected results of regularly provided net revenue, cost of revenue, operating expenses and operating income by segment during the budgeting and forecasting processes to support strategic decision-making and to evaluate the performance of and allocate resources to each of the segments. Operating income by segment includes items that are directly attributable to each segment and shared expenses such as marketing, general and administrative activities, facilities and IT expenses. Shared expenses are primarily allocated based on revenue and headcount.

Semiconductor solutions. Our semiconductor solutions are used in a wide array of environments, end products and applications such as enterprise and AI data centers, servers and networking and connectivity equipment, as well as storage systems, home connectivity devices, set-top boxes, broadband access, telecommunication equipment, wireless devices 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. Our infrastructure software solutions include revenues from software arrangements, related support, and professional services that help enterprises simplify their IT environments. Our customers rely on our infrastructure and security software solutions to modernize, optimize, and secure the most complex private cloud, hybrid cloud and edge environments. This enables 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.

Stock-based compensation expense, amortization of acquisition-related intangible assets, restructuring and other charges, and acquisition-related costs are not used in evaluating the results of, or in allocating resources to, our segments and therefore are not allocated to each segment. The CODM does not evaluate each segment using discrete asset information. 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 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 2025.

Fiscal Quarter EndedTwo Fiscal Quarters Ended
May 3, 2026May 4, 2025May 3, 2026May 4, 2025
(In millions)
Semiconductor solutions:
Net revenue$15,009$8,408$27,524$16,620
Cost of revenue4,5732,6318,5225,247
Research and development9998471,9401,638
Selling, general and administrative156124278223
Operating income$9,281$4,806$16,784$9,512
Infrastructure software:
Net revenue$7,178$6,596$13,974$13,300
Cost of revenue505462999966
Research and development6016771,1781,317
Selling, general and administrative425470827908
Operating income$5,647$4,987$10,970$10,109
Total:
Net revenue$22,187$15,004$41,498$29,920
Cost of revenue5,0783,0939,5216,213
Research and development1,6001,5243,1182,955
Selling, general and administrative5815941,1051,131
Unallocated expenses:
Stock-based compensation2,0921,7714,2683,051
Amortization of acquisition-related intangible assets1,9671,9893,9363,984
Restructuring and other charges81114197300
Acquisition-related costs—902197
Operating income$10,788$5,829$19,351$12,089

10. Commitments and Contingencies

Commitments

The following table summarizes contractual commitments as of May 3, 2026:

Fiscal Year:Purchase CommitmentsOther Contractual Commitments
(In millions)
2026 (remainder)$22$516
202755,214744
202872,870763
20294894
2030—303
Thereafter—885
Total$128,110$4,105

Purchase Commitments. Represent unconditional purchase commitments 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 commitments exclude agreements that are cancelable without penalty and unconditional purchase commitments 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 3, 2026, we are unable to reliably estimate the timing of cash settlement with the respective taxing authorities. Therefore, $1,662 million of unrecognized tax benefits and accrued interest and penalties as of May 3, 2026 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 but not limited to 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 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.

Contingency Assessment

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

11. Subsequent Events

On June 8, 2026, we arranged for an investor partner to take on certain agreements to purchase AI racks based on custom AI accelerators designed by us and the related lease agreements with a customer that enable access to compute capacity. In connection with the arrangement, we entered into a backstop agreement with the investor partner for the customer’s lease obligations over 5-year terms. The backstop will increase over time as the AI racks are deployed and decrease as the customer makes payments on its lease obligations, with a maximum exposure of $29 billion. In the event of default by the customer, we have various remedies, including the assumption of the lease or effecting a sale of the AI racks, which would reduce our maximum exposure.

Cash Dividends Declared

On June 2, 2026, our Board of Directors declared a quarterly cash dividend of $0.65 per share on our common stock, payable on June 30, 2026 to stockholders of record on June 22, 2026.

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations