Financial Analysis

Commitments and ContingenciesFrom time to time, in the ordinary course of the Companys business, the Company is involved in various claims, charges and litigation arising from, or related to, among other things, contractual matters, acquisitions, patents, trademarks, personal injury, environmental matters, product liability, insurance coverage, employment or employment benefits. As to such claims and litigation, the Company can give no assurance that it will prevail. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt On June 16, 2025, in an underwritten public offering, the Company issued $850.0 million aggregate principal amount of 4.250% senior notes due June 15, 2028 (the 2028 Notes) and $650.0 million aggregate principal amount of 4.500% senior notes due June 15, 2030 (the 2030 Notes), in each case with semi-annual fixed interest payments due on June 15 and December 15 of each year, commencing December 15, 2025. The aggregate net proceeds of the offering were $1.5 billion, after discounts and issuance costs. Prior to May 15, 2028 with respect to the 2028 Notes and May 15, 2030 with respect to the 2030 Notes (the date that is one month prior to the maturity date of each series of notes), the Company may, at its option, redeem the 2028 or 2030 Notes, as applicable, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 Notes matured on June 15, 2028 and the 2030 Notes matured on June 15, 2030) on a semi-annual basis at the applicable treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2028 or 2030 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after May 15, 2028 with respect to the 2028 Notes or May 15, 2030 with respect to the 2030 Not …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys effective tax rate reflects the applicable tax rate in effect in the various tax jurisdictions around the world where the Companys income is earned. The reconciliation of income tax computed at the U.S. federal statutory rates to income tax expense for fiscal 2025, fiscal 2024 and fiscal 2023 is as follows: 2025 2024 2023 U.S. federal statutory tax rate 21.0 % 21.0 % 21.0 % Income tax provision reconciliation: Tax at statutory rate $ 569,544 $ 373,241 $ 757,681 Net foreign income subject to lower tax rate (391,616) (219,294) (358,944) State income taxes, net of federal benefit 79,000 (10,646) 4,453 Valuation allowance (79,204) 10,615 (6,641) Federal research and development tax credits (36,014) (53,420) (65,391) Change in uncertain tax positions 14,179 (19,514) 17,985 Amortization of purchased intangibles 106,611 114,679 142,358 Taxes attributable to the Tax Cuts and Jobs Act of 2017 (4,101) (3,977) (81,695) Taxes attributable to the One Big Beautiful Bill Act 153,763 U.S. effects of international operations 51,314 (6,300) (98,286) Windfalls (under ASU 2016-09) (18,304) (22,985) (24,211) Other, net (402) (20,332) 6,115 Total income tax provision $ 444,770 $ 142,067 $ 293,424 Income before income taxes for fiscal 2025, fiscal 2024 and fiscal 2023 includes the following components: Income before income taxes (1) 2025 2024 2023 Domestic $ 520,188 $ 517,555 $ 846,592 Foreign 2,191,924 1,259,785 2,761,411 Income before income taxes $ 2,712,112 $ 1,777,340 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company enters into operating leases which primarily relate to certain facilities and, to a lesser extent, finance leases. The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of an arrangement. Lease assets represent the Companys right to use underlying assets for the lease term, and lease liabilities represent the obligation to make lease payments over the lease term. At lease commencement, leases are evaluated for classification, and assets and liabilities are recognized based on the present value of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. The Company has agreements with lease and non-lease components, which are accounted for as a single lease component. Non-lease components may include real estate taxes, insurance, maintenance, parking and other operating costs. If these costs are variable costs they are not included i …

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Standards 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. The Company adopted ASU 2023-07 in fiscal 2025. See Note 4, Industry, Segment and Geographic Information, of the Notes to Consolidated Financial Statements for additional information. Standards to Be Implemented 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 …

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Retirement Plans The Company and its subsidiaries have various savings and retirement plans covering substantially all employees. Defined Contribution Plans The Company maintains a defined contribution plan for the benefit of its eligible U.S. employees. This plan provides for Company contributions of up to 5% of each participants total eligible compensation. In addition, the Company contributes an amount equal to each participants pre-tax contribution, if any, up to a maximum of 3% of each participants total eligible compensation. The total expense related to the defined contribution plans for all eligible U.S. employees was $74.9 million in fiscal 2025, $74.3 million in fiscal 2024 and $76.0 million in fiscal 2023. Non-Qualified Deferred Compensation Plan The Deferred Compensation Plan (DCP) allows certain members of management and other highly-compensated employees and non-employee directors to defer receipt of all or any portion of their compensation. The DCP was established to provide participants with the opportunity to defer receiving all or a portion of their compensation, which includes salary, bonus, commissions and director fees. Under the DCP, the Company provides all participants (other than non-employee directors) with Company contributions equal to 8% of eligible deferred contributions. The DCP is a non-qualified plan that is maintained in a rabbi trust. The fair value of the investments held in the rabbi trust are included within other investments, with the cu …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Special Charges, Net The Company monitors global macroeconomic conditions on an ongoing basis and continues to assess opportunities for improved operational effectiveness and efficiency, as well as a better alignment of expenses with revenues. As a result of these assessments, the Company has undertaken various actions resulting in special charges over the past several years. Liabilities related to special charges, net are presented in accrued liabilities and other non-current liabilities on the Consolidated Balance Sheets. The activity is detailed below: Accrued Special Charges Global Repositioning Actions Q4 2023 Plan Balance at October 29, 2022 $ 52,070 $ Employee severance and benefit costs 45,064 113,995 Severance and benefit payments, net (60,153) (3,549) Balance at October 28, 2023 $ 36,981 (1) $ 110,446 Employee severance and benefit costs (5,106) 41,907 Severance and benefit payments, net (18,020) (151,636) Balance at November 2, 2024 $ 13,855 $ 717 Employee severance and benefit costs 63,968 Severance and benefit payments, net (73,708) (717) Balance at November 1, 2025 $ 4,115 $ _________________________________________________________ (1) As of October 28, 2023, this balance was comprised of $13.8 million and $23.1 million recorded in Accrued liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheet. Global Repositioning Actions The Company recorded net special charges of $591.6 million on a cumulative basis through November 1, …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Industry, Segment and Geographic Information The Company operates and tracks its results at the consolidated company level in one operating segment and one reportable segment. The Company designs, develops, manufactures and markets a broad range of ICs. The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Companys ICs are manufactured under similar processes with raw materials in either the Companys own production facilities or by third-party wafer fabricators using proprietary processes. The ICs marketed by the Company are sold globally through a direct sales force, third-party distributors, independent sales representatives and via the Companys website to the same types of customers spanning a wide range of applications. Accordingly, the Company operates under a single operating segment. The Companys Chair and Chief Executive Officer has been identified as its Chief Operating Decision Maker (CODM). The Companys organizational structure is based along functional lines with each functional manager reporting to the CODM or to a direct report of the CODM. The CODM regularly reviews income and expense items at the consolidated company level. He primarily uses consolidated net income as reported on the Consolidated Statements of Operations to evaluate performance and allocate resources. This measure is utilized during the C …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies a. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries. Upon consolidation, all intercompany accounts and transactions are eliminated. Certain amounts reported in previous years have been reclassified to conform to the presentation for the fiscal year ended November 1, 2025 (fiscal 2025). Such reclassified amounts are immaterial. The Companys fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October. Fiscal 2025 was a 52-week fiscal period, while the fiscal year ended November 2, 2024 (fiscal 2024) was a 53-week fiscal period and the fiscal year ended October 28, 2023 (fiscal 2023) was a 52-week fiscal period. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, fiscal 2025 and fiscal 2023 include one less week of operations as compared to fiscal 2024. b. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents are highly liquid investments with insignificant interest rate risk and maturities of ninety days or less at the time of acquisition. Short-term investments have original maturities of greater than ninety days at the time of acquisition. Cash, cash equivalents and short-term investments consist primarily of government and institutional money market funds, corporate obligations such as commercial paper and floating rate notes, bonds, dema …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation and Shareholders Equity Equity Compensation Plans The Company grants, or has granted, stock options and other stock and stock-based awards under the Companys 2020 Equity Incentive Plan (2020 Plan), which was approved by shareholders in March 2020. The 2020 Plan provides for the issuance of up to 21.2 million shares of the Companys common stock, which includes shares that remained available or became available under the Companys previous equity compensation plans, including the Amended and Restated 2006 Stock Incentive Plan and the Amended and Restated 2010 Equity Incentive Plan. The 2020 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Employees, officers, directors, consultants and advisors of the Company and its subsidiaries are eligible to be granted awards under the 2020 Plan. No award may be made under the 2020 Plan after March 11, 2030, but awards previously granted may extend beyond that date. The Company does not intend to grant further equity awards under any previous legacy equity compensation plans. As of November 1, 2025, a total of 11.6 million shares of the Companys common stock were available for future issuance under the 2020 Plan. Modification of Awards The Company has, from time to time, modified the terms of its equ …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On November 24, 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 December 22, 2025 to all shareholders of record at the close of business on December 8, 2025 and is expected to total approximately $484.8 million.

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

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Debt Revolving Credit Agreements On July 2, 2026, the Company entered into a Credit Agreement (the 364-Day Revolving Credit Agreement) with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. The 364-Day Revolving Credit Agreement provides for a 364-day unsecured revolving credit facility in an aggregate principal amount not to exceed $3.0 billion, expiring on July 1, 2027. The 364-Day Revolving Credit Agreement is in addition to the Fourth Amended and Restated Credit Agreement, dated as of April 11, 2025, with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. Both agreements contain customary representations and warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries. As of August 1, 2026, the Company was in compliance with these covenants.

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Fair Value Assets and Liabilities Recorded at Fair Value on a Recurring Basis The tables below, set forth by level, present the Companys financial assets and liabilities, excluding accrued interest components that were accounted for at fair value on a recurring basis as of August 1, 2026 and November 1, 2025. The tables exclude cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. As of August 1, 2026 and November 1, 2025, the Company held $1.1 billion and $1.4 billion, respectively, of cash that is excluded from the tables below. August 1, 2026 Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Assets Cash equivalents: Available-for-sale: Government and institutional money market funds $ 715,175 $ $ 715,175 Corporate obligations (1) 338,091 338,091 Short-term investments: Available-for-sale: Corporate obligations (1) 159,064 159,064 Other assets: Forward foreign currency exchange contracts (2) 7,256 7,256 Deferred compensation plan investments 128,158 128,158 Total assets measured at fair value $ 843,333 $ 504,411 $ 1,347,744 Liabilities Forward foreign currency exchange contracts (2) $ $ 10,535 $ 10,535 Interest rate derivatives (3) 42,478 42,478 Total liabilities measured at fair value $ $ 53,013 $ 53,013 (1) The amortized cost of the Companys investments classified as available-for-sale as of August 1, 2 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Goodwill The following table presents the changes in goodwill during the first nine months of fiscal 2026: Balance as of November 1, 2025 $ 26,945,180 Acquisition of Empower (Note 11) 1,028,880 Net other acquisitions and dispositions 14,677 Balance as of August 1, 2026 $ 27,988,737 Intangible Assets As of August 1, 2026 and November 1, 2025, the Companys intangible assets consisted of the following: August 1, 2026 November 1, 2025 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 10,366,740 $ 5,874,473 $ 10,335,903 $ 5,311,189 Technology-based 8,201,637 5,225,684 7,617,866 4,628,765 Trade-name 72,200 72,200 72,200 72,200 Assembled workforce 1,800 1,800 1,800 1,800 Total $ 18,642,377 $ 11,174,157 $ 18,027,769 $ 10,013,954 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys effective tax rates for the three- and nine-month periods ended August 1, 2026 were below the U.S. statutory tax rate of 21% due to lower statutory tax rates applicable to the Company's operations in the foreign jurisdictions in which it earns income. During fiscal 2025, the Company received an assessment from the U.S. Internal Revenue Service (IRS) for fiscal 2018 and fiscal 2019, totaling approximately $267.0 million. The assessment excludes any penalties and interest. The assessment pertains to transfer pricing arrangements between the Company and one of its wholly-owned foreign subsidiaries. The Company firmly disagrees with this assessment and maintains that its transfer pricing is appropriate. Consequently, the Company has not recorded any additional tax liability related to fiscal 2018 and fiscal 2019 in relation to this issue, nor to any other periods. The Company intends to vigorously defend its original tax return position and is preparing for an appeal with the IRS. Should the IRS ultimately prevail regarding its assessments for fiscal 2018 and fiscal 2019, such a resolution, along with any potential impact on subsequent fiscal years, could have a material adverse effect on the Companys income tax expense and net earnings in future periods. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes In December 2023, the Federal Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 requires the disaggregation of information in existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted this ASU in fiscal 2026 and will include required financial statement disclosures in its Annual Report on Form 10-K for fiscal 2026. Standards to Be Implemented Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. This aims to improve investor insights into company performance. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact adoption will have on its financial statement disclosures.

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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 1, 2025 $ 4,115 Employee severance costs, net 29,085 Severance payments (1,952) Balance at January 31, 2026 $ 31,248 Severance payments (17,858) Balance at May 2, 2026 $ 13,390 Severance payments (6,377) Balance at August 1, 2026 $ 7,013 The Company recorded net special charges of $32.4 million as part of its Global Repositioning Actions in the nine months ended August 1, 2026. The Global Repositioning Actions were part of a transformation initiative aimed at aligning the Companys enterprise strategy and organizational design and streamlining its operations to achieve its long-term strategic plan. The special charges include severance costs, in accordance with the Companys ongoing benefit plan or statutory requirements at foreign locations, related to the termination of certain employees in manufacturing, engineering and selling, marketing, general and administrative roles. During the first quarter of fiscal 2026, the Company entered into a sublease agreement for its leased property in San Jose, California. As a result of the sublease transaction, the Company recorded an impairment charge of $15.6 million in net special charges, which represented the excess carrying value of the associated asset group over its estimated fair val …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Industry and Segment Information The Companys Chief Executive Officer and Chair has been identified as its Chief Operating Decision Maker (CODM). The following table presents a summary of consolidated net income inclusive of significant segment expenses and other expense information provided to the CODM: Three Months Ended Nine Months Ended August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025 Revenue $ 4,021,899 $ 2,880,348 $ 10,805,627 $ 7,943,590 Less: Cost of sales, including human capital expenses therein 1,314,355 1,090,600 3,613,309 3,111,929 Operating expenses: Employee compensation costs 695,060 572,258 1,938,338 1,570,972 Amortization of acquired intangible assets 187,985 187,415 563,285 562,245 Research and development related costs (excluding employee compensation costs) 137,557 125,514 416,592 389,440 Special charges, net (24,216) 4,348 23,766 69,980 Other operating expense (excluding employee compensation costs) (1) 98,189 82,185 260,662 251,739 Nonoperating expense (income) 67,100 54,619 173,107 162,372 Provision for income taxes 205,779 244,891 469,302 345,309 Net income $ 1,340,090 $ 518,518 $ 3,347,266 $ 1,479,604 _______________________________________ (1) Includes depreciation and amortization expenses, facilities expenses, legal expenses, acquisition related transaction costs and other discretionary expenses. Revenue Trends by End Market The following tables summarize revenue by end market. The categorization of revenue by end market is determined u …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

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

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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

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