ANALOG DEVICES INC
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
February 1, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from
to
Commission File No.
1-7819
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
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| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(
781
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935-5565
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☑ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
As of February 1, 2025 there were
495,976,483
shares of common stock of the registrant, $0.16 2/3 par value per share, outstanding.
PART I — FINANCIAL INFORMATION
| ITEM 1. | Financial Statements | ||||
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | |||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||
| Revenue | $ |
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$ |
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| Cost of sales |
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| Gross margin |
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| Operating expenses: | |||||||||||
| Research and development |
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| Selling, marketing, general and administrative |
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| Amortization of intangibles |
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| Special charges, net |
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| Total operating expenses |
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| Operating income: |
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| Nonoperating expense (income): | |||||||||||
| Interest expense |
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| Interest income |
(
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(
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| Other, net |
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| Total nonoperating expense (income) |
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| Income before income taxes |
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| Provision for income taxes |
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| Net income | $ |
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$ |
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| Shares used to compute earnings per common share – basic |
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| Shares used to compute earnings per common share – diluted |
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| Basic earnings per common share | $ |
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$ |
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| Diluted earnings per common share | $ |
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$ |
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See accompanying notes.
1
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
| Three Months Ended | |||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||
| Net income | $ |
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$ |
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| Foreign currency translation adjustments |
(
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| Change in fair value of derivative instruments designated as cash flow hedges, net |
(
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| Changes in pension plans, net |
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(
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| Other comprehensive income |
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| Comprehensive income | $ |
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$ |
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See accompanying notes.
2
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
| February 1, 2025 | November 2, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Short-term investments |
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| Accounts receivable |
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| Inventories |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Non-current Assets | |||||||||||
| Net property, plant and equipment |
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| Goodwill |
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| Intangible assets, net |
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| Deferred tax assets |
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| Other assets |
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| Total non-current assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ |
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$ |
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| Income taxes payable |
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| Debt, current |
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| Commercial paper notes |
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| Accrued liabilities |
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| Total current liabilities |
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| Non-current Liabilities | |||||||||||
| Long-term debt |
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| Deferred income taxes |
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| Income taxes payable |
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| Other non-current liabilities |
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| Total non-current liabilities |
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| Shareholders’ Equity | |||||||||||
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Preferred stock, $
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Common stock, $
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| Capital in excess of par value |
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| Retained earnings |
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| Accumulated other comprehensive loss |
(
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(
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| Total shareholders’ equity |
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| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ |
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$ |
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See accompanying notes.
3
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(in thousands)
| Three Months Ended February 1, 2025 | |||||||||||||||||||||||||||||
| Capital in |
Accumulated
Other |
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| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
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BALANCE, NOVEMBER 2, 2024
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$ |
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$ |
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$ |
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$ |
(
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| Net income |
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Dividends declared and paid - $
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(
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| Issuance of stock under stock plans and other |
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| Stock-based compensation expense |
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| Other comprehensive income |
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| Common stock repurchased |
(
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(
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(
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BALANCE, FEBRUARY 1, 2025
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$ |
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$ |
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$ |
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$ |
(
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| Three Months Ended February 3, 2024 | |||||||||||||||||||||||||||||
| Capital in |
Accumulated
Other |
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| Common Stock | Excess of | Retained | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | |||||||||||||||||||||||||
| BALANCE, OCTOBER 28, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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| Net income |
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Dividends declared and paid - $
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(
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| Issuance of stock under stock plans and other |
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| Stock-based compensation expense |
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| Other comprehensive income |
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| Common stock repurchased |
(
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(
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(
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BALANCE, FEBRUARY 3, 2024
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$ |
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$ |
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$ |
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$ |
(
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See accompanying notes.
4
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
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Three Months Ended | ||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation |
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| Amortization of intangibles |
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| Stock-based compensation expense |
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| Deferred income taxes |
(
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(
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| Other |
(
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| Changes in operating assets and liabilities |
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| Total adjustments |
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Additions to property, plant and equipment |
(
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(
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| Payments for acquisitions, net of cash acquired |
(
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| Other |
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| Net cash used for investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Proceeds from commercial paper notes |
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| Payments of commercial paper notes |
(
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(
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| Repurchase of common stock |
(
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(
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| Dividend payments to shareholders |
(
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(
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| Proceeds from employee stock plans |
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| Other |
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(
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| Net cash used for financing activities |
(
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(
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| Net increase in cash and cash equivalents |
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See accompanying notes.
5
ANALOG DEVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 1, 2025 (UNAUDITED)
(all tabular amounts in thousands except per share amounts and percentages)
Note 1 –
Basis of Presentation
In the opinion of management, the information furnished in the accompanying condensed consolidated financial statements reflects all normal recurring adjustments that are necessary to fairly state the results for these interim periods and should be read in conjunction with Analog Devices, Inc.’s (the Company) Annual Report on Form 10-K for the fiscal year ended November 2, 2024 (fiscal 2024) and related notes. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for the fiscal year ending November 1, 2025 (fiscal 2025) or any future period.
The Company has a
52
-
53
week fiscal year that ends on the Saturday closest to the last day in October. Fiscal 2025 is a
52
-week fiscal year and fiscal 2024 was a
53
-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first three months of fiscal 2025 included one less week of operations as compared to the first three months of fiscal 2024.
Note 2 –
Shareholders’ Equity
Note 3 –
Accumulated Other Comprehensive (Loss) Income
The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first three months of fiscal 2025.
| Foreign currency translation adjustment |
Unrealized holding gains/losses on derivatives
|
Pension plans | Total | ||||||||||||||||||||
| November 2, 2024 | $ |
(
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$ |
(
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$ |
(
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$ |
(
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| Other comprehensive income before reclassifications |
(
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| Amounts reclassified out of other comprehensive income |
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(
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(
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| Tax effects |
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(
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(
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| Other comprehensive income |
(
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(
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| February 1, 2025 | $ |
(
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$ |
(
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$ |
(
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$ |
(
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The amounts reclassified out of AOCI into the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Shareholders’ Equity with presentation location during each period were as follows:
6
| Three Months Ended | ||||||||||||||||||||
| Comprehensive (Loss) Income Component | February 1, 2025 | February 3, 2024 | Location | |||||||||||||||||
|
Unrealized holding gains/losses on derivatives:
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| Currency forwards | $ |
(
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$ |
(
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Cost of sales | |||||||||||||||
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(
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(
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Research and development | ||||||||||||||||||
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(
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(
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Selling, marketing, general and administrative | ||||||||||||||||||
| Interest rate derivatives |
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Interest expense | |||||||||||||||||
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(
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Total before tax | ||||||||||||||||||
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(
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(
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Tax | ||||||||||||||||||
| $ |
(
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$ |
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Net of tax | ||||||||||||||||
| Amortization of pension components included in the computation of net periodic pension cost: | ||||||||||||||||||||
| Actuarial losses | $ |
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$ |
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Net of tax | |||||||||||||||
| Total amounts reclassified out of AOCI, net of tax | $ |
(
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$ |
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Note 4 –
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended | |||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||
| Net income | $ |
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$ |
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| Basic shares: | |||||||||||
| Weighted-average shares outstanding |
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| Earnings per common share basic: | $ |
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$ |
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| Diluted shares: | |||||||||||
| Weighted-average shares outstanding |
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| Assumed exercise of common stock equivalents |
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| Weighted-average common and common equivalent shares |
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| Earnings per common share diluted: | $ |
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$ |
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| Anti-dilutive shares related to: | |||||||||||
| Outstanding stock-based awards |
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Note 5 –
Special Charges, Net
Liabilities related to special charges, net are included in Accrued liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:
| Accrued Special Charges | Global Repositioning Actions | |||||||
| Balance at November 2, 2024 | $ |
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Employee severance costs, net
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Severance payments
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(
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| Balance at February 1, 2025 | $ |
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7
The Company recorded net special charges of $
63.9
million as part of its Global Repositioning Actions in the three months ended February 1, 2025. The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Company’s enterprise strategy, organizational design and streamlining its operations to achieve its long-term strategic plan. The special charges include severance costs, in accordance with the Company’s ongoing benefit plan or statutory requirements at foreign locations, related to the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles.
Note 6 –
Revenue
Revenue Trends by End Market
The following table summarizes revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. As data systems for capturing and tracking this data and the Company’s methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
| Three Months Ended | |||||||||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||||||||||||||||||||
| Revenue | % of Revenue* | Y/Y% | Revenue | % of Revenue* | |||||||||||||||||||||||||
| Industrial | $ |
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% |
(
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% | $ |
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% | |||||||||||||||||||
| Automotive |
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% |
(
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% |
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% | |||||||||||||||||||||
| Consumer |
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% |
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% |
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% | |||||||||||||||||||||
| Communications |
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% |
(
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% |
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% | |||||||||||||||||||||
| Total revenue | $ |
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% |
(
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% | $ |
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% | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
Revenue by Sales Channel
The following table summarizes revenue by channel. The Company sells its products globally through a direct sales force, third-party distributors, independent sales representatives and via its website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||||||||||||||
| Channel | Revenue | % of Revenue* | Revenue | % of Revenue* | |||||||||||||||||||
| Distributors | $ |
|
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% | $ |
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% | |||||||||||||||
| Direct customers |
|
|
% |
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% | |||||||||||||||||
| Other |
|
|
% |
|
|
% | |||||||||||||||||
| Total revenue | $ |
|
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% | $ |
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% | |||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
Note 7 –
Fair Value
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The tables below, set forth by level, present the Company’s financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of February 1, 2025 and November 2, 2024. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of February 1, 2025 and November 2, 2024, the Company held $
1.5
billion and $
1.4
billion, respectively, of cash that is excluded
8
from the tables below.
| February 1, 2025 | |||||||||||||||||
|
Fair Value Measurement at
Reporting Date Using:
|
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||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Total
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| Assets | |||||||||||||||||
|
Cash equivalents:
|
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| Available-for-sale: | |||||||||||||||||
| Government and institutional money market funds | $ |
|
$ |
|
$ |
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| Corporate obligations (1) |
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| Short-term investments: | |||||||||||||||||
| Available-for-sale: | |||||||||||||||||
| Securities with one year or less to maturity: | |||||||||||||||||
| Corporate obligations (1) |
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| Bank obligations (1) |
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| Other assets: | |||||||||||||||||
| Forward foreign currency exchange contracts (2) |
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| Deferred compensation plan investments |
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| Total assets measured at fair value | $ |
|
$ |
|
$ |
|
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| Liabilities | |||||||||||||||||
| Forward foreign currency exchange contracts (2) | $ |
|
$ |
|
$ |
|
|||||||||||
| Interest rate derivatives (3) |
|
|
|
||||||||||||||
| Total liabilities measured at fair value | $ |
|
$ |
|
$ |
|
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(1)
The amortized cost of the Company’s investments classified as available-for-sale as of February 1, 2025 was $
576.0
million.
(2)
The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8,
Derivatives,
in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
(3)
The carrying value of the related debt was adjusted by an equal and offsetting amount. The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives. See Note 8,
Derivatives,
in these Notes to Condensed Consolidated Financial Statements.
9
| November 2, 2024 | |||||||||||||||||
|
Fair Value Measurement at
Reporting Date Using:
|
|
||||||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Total
|
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| Assets | |||||||||||||||||
| Cash equivalents: | |||||||||||||||||
| Available-for-sale: | |||||||||||||||||
| Government and institutional money market funds | $ |
|
$ |
|
$ |
|
|||||||||||
| Short-term investments: | |||||||||||||||||
| Available-for-sale: | |||||||||||||||||
| Securities with one year or less to maturity: | |||||||||||||||||
| Corporate obligations (1) |
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| Bank obligations (1) |
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| Other assets: | |||||||||||||||||
| Forward foreign currency exchange contracts (2) |
|
|
|
||||||||||||||
| Deferred compensation plan investments |
|
|
|
||||||||||||||
| Total assets measured at fair value | $ |
|
$ |
|
$ |
|
|||||||||||
| Liabilities | |||||||||||||||||
| Forward foreign currency exchange contracts (2) | $ |
|
$ |
|
$ |
|
|||||||||||
| Interest rate derivatives (3) |
|
|
|
||||||||||||||
| Total liabilities measured at fair value | $ |
|
$ |
|
$ |
|
|||||||||||
(1)
The amortized cost of the Company’s investments classified as available-for-sale as of November 2, 2024 was $
382.9
million.
(2)
The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 8,
Derivatives,
in these Notes to Condensed Consolidated Financial Statements for more information related to the Company’s master netting arrangements.
Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis
The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis. Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore, are excluded from the table below ($
548.4
million and $
547.7
million as of February 1, 2025 and November 2, 2024, respectively). The fair values of the senior unsecured notes are obtained from broker prices and are classified as Level 1 measurements according to the fair value hierarchy.
10
| February 1, 2025 | November 2, 2024 | ||||||||||||||||||||||
| Principal Amount Outstanding | Fair Value | Principal Amount Outstanding | Fair Value | ||||||||||||||||||||
| 2025 Notes, due April 2025 | $ |
|
$ |
|
|
|
|||||||||||||||||
| 2026 Notes, due December 2026 |
|
|
|
|
|||||||||||||||||||
| 2027 Notes, due June 2027 |
|
|
|
|
|||||||||||||||||||
| 2028 Notes, due October 2028 |
|
|
|
|
|||||||||||||||||||
| 2031 Notes, due October 2031 |
|
|
|
|
|||||||||||||||||||
| 2032 Notes, due October 2032 |
|
|
|
|
|||||||||||||||||||
| 2034 Notes, due April 2034 |
|
|
|
|
|||||||||||||||||||
| 2036 Notes, due December 2036 |
|
|
|
|
|||||||||||||||||||
| 2041 Notes, due October 2041 |
|
|
|
|
|||||||||||||||||||
| 2045 Notes, due December 2045 |
|
|
|
|
|||||||||||||||||||
| 2051 Notes, due October 2051 |
|
|
|
|
|||||||||||||||||||
| 2054 Notes, due April 2054 |
|
|
|
|
|||||||||||||||||||
|
Total senior unsecured notes
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Note 8 –
Derivatives
Foreign Exchange Exposure Management
—
The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges as of February 1, 2025 and November 2, 2024 were $
261.6
million and $
257.0
million, respectively, and the fair values of these instruments in the Company’s Condensed Consolidated Balance Sheets were as follows:
| Fair Value At | |||||||||||||||||
| Balance Sheet Location | February 1, 2025 | November 2, 2024 | |||||||||||||||
| Forward foreign currency exchange contracts | Prepaid expenses and other current assets | $ |
|
$ |
|
||||||||||||
| Forward foreign currency exchange contracts | Accrued liabilities | $ |
|
$ |
|
||||||||||||
As of February 1, 2025 and November 2, 2024, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $
174.8
million and $
176.8
million, respectively, and the fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets were as follows:
| Fair Value At | |||||||||||||||||
| Balance Sheet Location | February 1, 2025 | November 2, 2024 | |||||||||||||||
|
Undesignated hedges related to forward foreign currency exchange contracts
|
Prepaid expenses and other current assets | $ |
|
$ |
|
||||||||||||
|
Undesignated hedges related to forward foreign currency exchange contracts
|
Accrued liabilities | $ |
|
$ |
|
||||||||||||
Interest Rate Exposure Management
— The Company does not consider the risk of counterparty default to be significant.
The gain or loss on the Company’s interest rate swap transactions attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:
| February 1, 2025 | ||||||||||||||
| Balance Sheet Location | Loss on Swaps | Gain on Note | ||||||||||||
| Accrued liabilities | $ |
|
$ |
|
||||||||||
|
Long-term debt
|
$ |
|
$ |
|
||||||||||
For information on the unrealized holding gains (losses) on derivatives included in and reclassified out of AOCI into the Condensed Consolidated Statements of Income related to forward foreign currency exchange contracts, see Note 3,
Accumulated Other Comprehensive (Loss) Income,
in these Notes to Condensed Consolidated Financial Statements for further information.
11
Note 9 –
Inventories
Inventories at February 1, 2025 and November 2, 2024 were as follows:
| February 1, 2025 | November 2, 2024 | ||||||||||
| Raw materials | $ |
|
$ |
|
|||||||
| Work in process |
|
|
|||||||||
| Finished goods |
|
|
|||||||||
| Total inventories | $ |
|
$ |
|
|||||||
Note 10 –
Income Taxes
The Company’s effective tax rates for the three-month periods ended February 1, 2025 and February 3, 2024 were below the U.S. statutory tax rate of
21.0
%, due to lower statutory tax rates applicable to the Company’s operations in the foreign jurisdictions in which it earns income.
The Company has numerous audits ongoing throughout the world including: an IRS income tax audit for the fiscal years ended October 30, 2021, November 2, 2019 and November 3, 2018; a pre-acquisition IRS income tax audit for Maxim Integrated Products, Inc.’s (Maxim) fiscal years ended June 27, 2015 through August 26, 2021; and various U.S. state and local audits and international audits, including an Irish corporate tax audit for the fiscal year ended November 2, 2019. The Company’s U.S. federal income tax returns prior to the fiscal year ended November 3, 2018 are no longer subject to examination, except for the applicable Maxim pre-acquisition fiscal years noted above.
Note 11 –
New Accounting Pronouncements
Standards to Be Implemented
Segment Reporting
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
, which enhances the disclosure requirements for reportable segments. ASU 2023-07 requires segment disclosure to include significant segment expense categories and amounts, and qualitative detail of other segment items. Disclosure of multiple measures of segment profit and loss may also be reported. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
Income Taxes
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
. ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03,
Disaggregation of Income Statement Expenses
, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insights into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact, if any, adoption will have on its financial statement disclosures.
Note 12 –
Subsequent Events
On February 18, 2025, the Board of Directors of the Company declared a cash dividend of $
0.99
per outstanding share of common stock. The dividend will be paid on March 17, 2025 to all shareholders of record at the close of business on March 4, 2025 and is expected to total approximately $
491.0
million.
Also on February 18, 2025, the Company’s Board of Directors authorized the Company to repurchase an additional $
10.0
billion of its common stock, bringing the total remaining share repurchase authorization to approximately $
11.5
billion.
Under the share repurchase program, the Company may repurchase outstanding shares of its common stock from time to time on the open market or through privately negotiated transactions.
12
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
This information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended November 2, 2024 (fiscal 2024).
This Quarterly Report on Form 10-Q, including the following discussion, contains forward-looking statements regarding future events and our future results that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995 and other safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “potential,” “may,” “could” and “will,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors.
The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic, political, legal and regulatory uncertainty or conflicts, including actions taken or which may be taken by the presidential administration, executive offices of the U.S. government, or U.S. Congress, monetary policy, political, geopolitical, trade, or other issues in the United States or internationally, including increased tariffs or trade wars, and the ongoing conflicts between Russia and Ukraine and in Israel and the Middle East; changes in demand for semiconductor products; manufacturing delays, product and raw materials availability and supply chain disruptions; diversion of products from our authorized distribution channels; changes in export classifications, import and export regulations or duties and tariffs; our development of technologies and research and development investments; our future liquidity, capital needs and capital expenditures; our ability to compete successfully in the markets in which we operate; our ability to recruit and retain key personnel; risks related to acquisitions or other strategic transactions; security breaches or other cyber incidents; adverse results in litigation matters; reputational damage; changes in our estimates of our expected tax rates based on current tax law; risks related to our indebtedness; the discretion of our Board of Directors to declare dividends and our ability to pay dividends in the future; factors impacting our ability to repurchase shares; and uncertainty as to the long-term value of our common stock. Additional factors that could cause actual results to differ materially from those described in these forward-looking statements include the risk factors included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for fiscal 2024. Forward-looking statements represent management’s current expectations and are inherently uncertain. We undertake no obligation to revise or update any forward-looking statements, including to reflect events or circumstances occurring after the date of the filing of this report, except to the extent required by law.
Results of Operations
Overview
Amounts in the table below are reflected in thousands except per share amounts and percentages.
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 2,423,174 | $ | 2,512,704 | $ | (89,530) | (4) | % | |||||||||||||||
| Gross margin % | 59.0 | % | 58.7 | % | |||||||||||||||||||
| Net income | $ | 391,316 | $ | 462,727 | $ | (71,411) | (15) | % | |||||||||||||||
| Net income as a % of revenue | 16.1 | % | 18.4 | % | |||||||||||||||||||
| Diluted EPS | $ | 0.78 | $ | 0.93 | $ | (0.15) | (16) | % | |||||||||||||||
We have a 52-53 week fiscal year that ends on the Saturday closest to the last day in October. The fiscal year ending November 1, 2025 (fiscal 2025) is a 52-week fiscal year and fiscal 2024 was a 53-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first three months of fiscal 2025 included one less week of operations as compared to the first three months of fiscal 2024.
Revenue Trends by End Market
The following table summarizes revenue by end market. The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which our product will be incorporated. As data systems
13
for capturing and tracking this data and our methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
| Three Months Ended | |||||||||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||||||||||||||||||||
| Revenue |
% of
Revenue* |
Y/Y% | Revenue |
% of
Revenue* |
|||||||||||||||||||||||||
| Industrial | $ | 1,077,900 | 44 | % | (10) | % | $ | 1,191,713 | 47 | % | |||||||||||||||||||
| Automotive | 732,513 | 30 | % | (2) | % | 748,781 | 30 | % | |||||||||||||||||||||
| Consumer | 322,900 | 13 | % | 19 | % | 270,211 | 11 | % | |||||||||||||||||||||
| Communications | 289,861 | 12 | % | (4) | % | 301,999 | 12 | % | |||||||||||||||||||||
| Total revenue | $ | 2,423,174 | 100 | % | (4) | % | $ | 2,512,704 | 100 | % | |||||||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||||||||
Revenue decreased 4% in the three-month period ended February 1, 2025 as compared to the same period of the prior fiscal year, primarily as a result of the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2025. The Industrial end market decline is also due to the continued reduction in customers’ inventory balances. The decline in the Communications end market was also driven by weak demand in the wireless sub-market, partially offset by growth in the wireline sub-market driven by data center infrastructure build outs primarily to support growth in artificial intelligence applications. The Consumer increase was driven by greater share gains.
Revenue by Sales Channel
The following table summarizes revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. Distributors are customers that buy products with the intention of reselling them. Direct customers are non-distributor customers and consist primarily of original equipment manufacturers. Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time.
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||||||||||||||
| Revenue | % of Revenue* | Revenue | % of Revenue* | ||||||||||||||||||||
| Channel | |||||||||||||||||||||||
| Distributors | $ | 1,375,464 | 57 | % | $ | 1,535,210 | 61 | % | |||||||||||||||
| Direct customers | 1,019,872 | 42 | % | 939,975 | 37 | % | |||||||||||||||||
| Other | 27,838 | 1 | % | 37,519 | 1 | % | |||||||||||||||||
| Total revenue | $ | 2,423,174 | 100 | % | $ | 2,512,704 | 100 | % | |||||||||||||||
| * The sum of the individual percentages may not equal the total due to rounding. | |||||||||||||||||||||||
As indicated in the table above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end market revenue trends. As a percentage of total revenue, the decrease in the distributor channel is primarily due to the decrease in revenue in our Industrial end market.
Gross Margin
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| Gross margin | $ | 1,430,303 | $ | 1,473,941 | $ | (43,638) | (3) | % | |||||||||||||||
| Gross margin % | 59.0 | % | 58.7 | % | |||||||||||||||||||
Gross margin percentage increased by 30 basis points in the three-month period ended February 1, 2025 as compared to the same period of the prior fiscal year, primarily due to a decrease in amortization expense related to acquired intangible assets.
14
Research and Development (R&D)
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| R&D expenses | $ | 402,892 | $ | 391,427 | $ | 11,465 | 3 | % | |||||||||||||||
| R&D expenses as a % of revenue | 17 | % | 16 | % | |||||||||||||||||||
R&D expenses increased
in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, primarily as a result of increased discretionary spending and higher benefit expenses, partially offset by the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2025.
R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth. We expect to continue the development of innovative technologies and processes for new products. We believe that a continued commitment to R&D is essential to maintain product leadership with our existing products as well as to provide innovative new product offerings.
Selling, Marketing, General and Administrative (SMG&A)
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| SMG&A expenses | $ | 284,796 | $ | 290,078 | $ | (5,282) | (2) | % | |||||||||||||||
| SMG&A expenses as a % of revenue | 12 | % | 12 | % | |||||||||||||||||||
SMG&A expenses decreased in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, primarily as a result of the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2025 and lower SMG&A employee-related variable compensation expenses, partially offset by higher benefit payments.
Amortization of Intangibles
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| Amortization expenses | $ | 187,415 | $ | 190,332 | $ | (2,917) | (2) | % | |||||||||||||||
| Amortization expenses as a % of revenue | 8 | % | 8 | % | |||||||||||||||||||
Amortization expenses decreased in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2024.
Special Charges, Net
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| Special charges, net | $ | 63,887 | $ | 16,140 | $ | 47,747 | 296 | % | |||||||||||||||
Special charges, net increased in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, primarily due to increased charges related to our Global Repositioning Actions. See Note 5,
Special Charges, Net
, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.
15
Nonoperating Expense (Income)
| Three Months Ended | |||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | |||||||||||||||
| Total nonoperating expense (income) | $ | 55,737 | $ | 72,546 | $ | (16,809) | |||||||||||
The year-over-year decrease in nonoperating expense (income) in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, was primarily the result of higher interest income on our cash, cash equivalents and short-term investments.
Provision for Income Taxes
| Three Months Ended | |||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | |||||||||||||||
| Provision for income taxes | $ | 44,260 | $ | 50,691 | $ | (6,431) | |||||||||||
| Effective income tax rate | 10.2 | % | 9.9 | % | |||||||||||||
The effective tax rates for the three-month periods ended February 1, 2025 and February 3, 2024 were below the U.S. statutory tax rate of 21% due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income, primarily in Ireland.
Net Income
| Three Months Ended | |||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | $ Change | % Change | ||||||||||||||||||||
| Net income | $ | 391,316 | $ | 462,727 | $ | (71,411) | (15) | % | |||||||||||||||
| Net income as a % of revenue | 16.1 | % | 18.4 | % | |||||||||||||||||||
| Diluted EPS | $ | 0.78 | $ | 0.93 | |||||||||||||||||||
Net income decreased in the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, as the result of a $94.7 million decrease in operating income partially offset by a $16.8 million decrease in nonoperating expense (income) and a $6.4 million decrease in provision for income taxes.
Liquidity and Capital Resources
At February 1, 2025, our principal source of liquidity was $2.7 billion of cash, cash equivalents and short-term investments, of which approximately $1.4 billion was held in the United States, and the balance of which was held outside the United States in various foreign subsidiaries. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. We do not expect current regulatory restrictions or taxes on repatriation to have a material adverse effect on our overall liquidity, financial condition or results of operations. Our cash, cash equivalents and short-term investments consist of highly liquid investments, including money market funds and corporate and bank obligations. We maintain these balances with counterparties with high credit ratings, and continually monitor the amount of credit exposure to any one issuer and diversify our investments in order to minimize our credit risk.
We believe that our existing sources of liquidity and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing, will be sufficient to fund operations, capital expenditures, research and development efforts and dividend payments (if any) in the immediate future and for at least the next twelve months.
| Three Months Ended | |||||||||||
| February 1, 2025 | February 3, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 1,126,809 | $ | 1,138,832 | |||||||
| Net cash provided by operations as a % of revenue | 47 | % | 45 | % | |||||||
| Net cash used for investing activities | $ | (194,301) | $ | (219,101) | |||||||
| Net cash used for financing activities | $ | (573,856) | $ | (574,232) | |||||||
16
The following changes contributed to the net change in cash and cash equivalents in the three-month period ended February 1, 2025 as compared to the same period in fiscal 2024.
Operating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in operating assets and liabilities. The decrease in cash provided by operating activities during the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, was mainly the result of lower net income adjusted for noncash items that was primarily offset by a decrease in working capital.
Investing Activities
Investing cash flows generally consist of capital expenditures and cash used for acquisitions. The change in cash used for investing activities during the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, was primarily the result of a decrease in cash used for capital expenditures as the rate of spending on our global resiliency and hybrid manufacturing footprint moderated, partially offset by cash paid for an acquisition in the first quarter of fiscal 2025.
Financing Activities
Financing cash flows generally consist of payments of dividends to stockholders, repurchases of common stock, issuance and repayment of debt and proceeds from the sale of shares of common stock pursuant to employee equity incentive plans. The change in cash used for financing activities during the three-month period ended February 1, 2025, as compared to the same period of the prior fiscal year, was primarily the result of higher dividend payments to shareholders partially offset by lower common stock repurchases.
Working Capital
| February 1, 2025 | November 2, 2024 | $ Change | % Change | ||||||||||||||||||||
| Accounts receivable | $ | 1,192,442 | $ | 1,336,331 | $ | (143,889) | (11) | % | |||||||||||||||
| Days sales outstanding* | 47 | 46 | |||||||||||||||||||||
| Inventory | $ | 1,474,656 | $ | 1,447,687 | $ | 26,969 | 2 | % | |||||||||||||||
| Days cost of sales in inventory* | 134 | 127 | |||||||||||||||||||||
_______________________________________
*
We use the average of the current quarter and prior quarter ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
The decrease in accounts receivable in dollars was primarily the result of variations in the timing of collections and billings and decreased revenue levels in the first quarter of fiscal 2025 as compared to the fourth quarter of fiscal 2024.
Inventory increased primarily as a result of our efforts to balance manufacturing production, demand and inventory levels. Our inventory levels are impacted by our need to support forecasted sales demand and variations between those forecasts and actual demand.
Current liabilities decreased to $2,971.0 million at February 1, 2025 as compared to $2,988.3 million at the end of fiscal 2024 due to lower accounts payable partially offset by increased accrued liabilities and income taxes payable.
17
Debt
As of February 1, 2025, our debt obligations consisted of the following:
| Principal Amount Outstanding | |||||
| Commercial paper notes | $ | 548,403 | |||
| 2025 Notes, due April 2025 | 400,000 | ||||
| 2026 Notes, due December 2026 | 900,000 | ||||
| 2027 Notes, due June 2027 | 440,212 | ||||
| 2028 Notes, due October 2028 | 750,000 | ||||
| 2031 Notes, due October 2031 | 1,000,000 | ||||
| 2032 Notes, due October 2032 | 300,000 | ||||
| 2034 Notes, due April 2034 | 550,000 | ||||
| 2036 Notes, due December 2036 | 144,278 | ||||
| 2041 Notes, due October 2041 | 750,000 | ||||
| 2045 Notes, due December 2045 | 332,587 | ||||
| 2051 Notes, due October 2051 | 1,000,000 | ||||
| 2054 Notes, due April 2054 | 550,000 | ||||
| Total debt | $ | 7,665,480 | |||
The indentures governing our outstanding notes contain covenants that may limit our ability to: incur, create, assume or guarantee any debt for borrowed money secured by a lien upon a principal property; enter into sale and lease-back transactions with respect to a principal property; and consolidate with or merge into, or transfer or lease all or substantially all of our assets to, any other party. As of February 1, 2025, we were in compliance with these covenants.
Commercial Paper Program
Under our commercial paper program, we may issue short-term, unsecured commercial paper notes in amounts up to a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities of up to 397 days from the date of issuance. As of February 1, 2025, we had $548.4 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. We use the net proceeds of the commercial paper program for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital.
Revolving Credit Facility
Our Third Amended and Restated Revolving Credit Agreement, dated as of June 23, 2021 and as amended (Revolving Credit Agreement), provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $2.5 billion (subject to certain terms and conditions).
We may borrow under this revolving credit facility in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes. The terms of the Revolving Credit Agreement impose restrictions on our ability to undertake certain transactions, to create certain liens on assets and to incur certain subsidiary indebtedness. In addition, the Revolving Credit Agreement contains a consolidated leverage ratio covenant of total consolidated funded debt to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) of not greater than 3.5 to 1.0. As of February 1, 2025, we were in compliance with these covenants.
Stock Repurchase Program
As of February 1, 2025, our Board of Directors authorized us to repurchase $16.7 billion of our common stock under our common stock repurchase program and $1.5 billion remained available for repurchases under the program. The repurchased shares are held as authorized but unissued shares of common stock.
On February 18, 2025, our Board of Directors authorized us to repurchase an additional $10.0 billion of our common stock, bringing the total remaining share repurchase authorization to approximately $11.5 billion.
Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time on the open market or through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will terminate when we have utilized the entire amount under the program.
18
Capital Expenditures
Net additions to property, plant and equipment were $149.0 million in the first three months of fiscal 2025. We expect capital expenditures for fiscal 2025 to be between approximately 4% and 6% of fiscal 2025 revenue as spending returns to our long-term operating model. These capital expenditures will be funded with a combination of cash on hand and cash expected to be generated from future operations, together with existing and anticipated available short- and long-term financing.
Dividends
On February 18, 2025, our Board of Directors declared a cash dividend of $0.99 per outstanding share of common stock. The dividend will be paid on March 17, 2025 to all shareholders of record at the close of business on March 4, 2025 and is expected to total approximately $491.0 million. We currently expect quarterly dividends to continue in future periods. The payment of any future quarterly dividends, or a future increase in the quarterly dividend amount, will be at the discretion of the Board of Directors and will be dependent upon our financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Board of Directors.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards will not have a material impact on our future financial condition, results of operations, and disclosures. See Note 11,
New Accounting Pronouncements,
in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our historical financial condition, results of operations, and disclosures.
19
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
We are subject to market risks related to our financial instruments, including those identified in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the fiscal year ended November 2, 2024, which was filed with the Securities and Exchange Commission on November 26, 2024. There were no material changes in the three-month period ended February 1, 2025 to the information identified in the Annual Report on Form 10-K for the fiscal year ended November 2, 2024.
| ITEM 4. | Controls and Procedures | ||||
(a)
Evaluation of Disclosure Controls and Procedures
. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of February 1, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of February 1, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
(b)
Changes in Internal Control over Financial Reporting.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended February 1, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
20
PART II — OTHER INFORMATION
|
ITEM 1A.
|
Risk Factors | ||||
We are subject to a number of risks that could adversely affect our business, results of operations, financial condition and future prospects, including those identified in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended November 2, 2024, which was filed with the Securities and Exchange Commission on November 26, 2024.
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| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Issuer Purchases of Equity Securities
| Period |
Total Number of
Shares Purchased (a) |
Average Price
Paid Per Share (b) |
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs (c) |
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|||||||||||||||||||
| November 3, 2024 through November 30, 2024 | 352,051 | $ | 215.95 | 326,537 | $ | 1,581,626,882 | |||||||||||||||||
| December 1, 2024 through December 28, 2024 | 162,518 | $ | 216.10 | 157,847 | $ | 1,547,517,684 | |||||||||||||||||
| December 29, 2024 through February 1, 2025 | 217,386 | $ | 215.30 | 213,340 | $ | 1,501,577,470 | |||||||||||||||||
| Total | 731,955 | $ | 215.79 | 697,724 | $ | 1,501,577,470 | |||||||||||||||||
(a)
Includes 34,231 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units/awards granted to our employees under our equity compensation plans.
(b)
The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock price at the vesting date which is used to calculate the number of shares to be withheld.
(c)
Shares repurchased pursuant to the stock repurchase program publicly announced on August 12, 2004 and updated thereafter. Under the repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.
| ITEM 5. | Other Information | ||||
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors or officers during the first quarter of fiscal 2025 that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (Rule 10b5-1 trading arrangement).
| Name and Title | Date of Adoption | Duration of Rule 10b5-1 Trading Arrangement | Aggregate Number of Securities to Be Purchased or Sold | ||||||||
|
|
|
Until
|
Sale of up to
|
||||||||
|
|
|
Until
|
Sale of up to
|
||||||||
22
| ITEM 6. | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 3.1 |
Second Amended and Restated Bylaws of Analog Devices, Inc., as amended January 9, 2025
, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 13, 2025.
|
|||||||
|
10.1†
|
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|
10.2†
|
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|
10.3†
|
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|
10.4†
|
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|
10.5†
|
||||||||
| 31.1† | ||||||||
| 31.2† | ||||||||
|
32.1*
|
||||||||
|
32.2*
|
||||||||
|
101.INS†
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
|
|||||||
|
101.SCH†
|
Inline XBRL Schema Document.
|
|||||||
|
101.CAL†
|
Inline XBRL Calculation Linkbase Document.
|
|||||||
|
101.LAB†
|
Inline XBRL Labels Linkbase Document.
|
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|
101.PRE†
|
Inline XBRL Presentation Linkbase Document.
|
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|
101.DEF†
|
Inline XBRL Definition Linkbase Document.
|
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|
104†
|
Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | |||||||
| † |
Filed herewith.
|
|||||||
| * |
Furnished herewith.
|
|||||||
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ANALOG DEVICES, INC. | |||||||||||
| Date: February 19, 2025 | By: | /s/ Vincent Roche | |||||||||
| Vincent Roche | |||||||||||
| Chief Executive Officer and Chair of the Board of Directors | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: February 19, 2025 | By: |
/s/ Richard C. Puccio, Jr.
|
|||||||||
|
Richard C. Puccio, Jr.
|
|||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
24
TABLE OF CONTENTS
Part I Financial InformationprintItem 1. Financial StatementsprintNote 1 Basis Of PresentationprintNote 2 Shareholders EquityprintNote 3 Accumulated Other Comprehensive (loss) IncomeprintNote 4 Earnings Per ShareprintNote 5 Special Charges, NetprintNote 6 RevenueprintNote 7 Fair ValueprintNote 8 DerivativesprintNote 9 InventoriesprintNote 10 Income TaxesprintNote 11 New Accounting PronouncementsprintNote 12 Subsequent EventsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint