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adi-20240803

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2024


☐			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

Analog Devices, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

04-2348234

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Analog Way,

Wilmington,

01887

(Address of principal executive offices)

(Zip Code)

(781) 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
Common Stock $0.16 2/3 par value per share	ADI	Nasdaq Global Select Market

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.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 August 3, 2024 there were 496,493,455 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				Nine Months Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Revenue	$	2,312,209	$	3,076,495	$	6,983,952	$	9,589,055
Cost of sales	1,000,970		1,114,880		3,018,737		3,358,553
Gross margin	1,311,239		1,961,615		3,965,215		6,230,502
Operating expenses:
Research and development	362,671		423,751		1,108,960		1,253,600
Selling, marketing, general and administrative	257,213		334,113		791,420		984,648
Amortization of intangibles	187,754		250,719		567,030		756,882
Special charges, net	12,282		23,539		34,399		46,675
Total operating expenses	819,920		1,032,122		2,501,809		3,041,805
Operating income:	491,319		929,493		1,463,406		3,188,697
Nonoperating expense (income):
Interest expense	85,179		69,346		239,423		193,051
Interest income	(26,432)		(8,794)		(50,870)		(32,198)
Other, net	9,581		(5,880)		13,841		(8,373)
Total nonoperating expense (income)	68,328		54,672		202,394		152,480
Income before income taxes	422,991		874,821		1,261,012		3,036,217
Provision for (benefit from) income taxes	30,759		(2,198)		103,811		220,068
Net income	$	392,232	$	877,019	$	1,157,201	$	2,816,149

Shares used to compute earnings per common share – basic	496,338		500,018		496,077		503,951
Shares used to compute earnings per common share – diluted	498,794		503,503		498,689		507,804

Basic earnings per common share	$	0.79	$	1.75	$	2.33	$	5.59
Diluted earnings per common share	$	0.79	$	1.74	$	2.32	$	5.55

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)


	Three Months Ended				Nine Months Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Net income	$	392,232	$	877,019	$	1,157,201	$	2,816,149
Foreign currency translation adjustments	198		(1,292)		847		343

Change in fair value of derivative instruments designated as cash flow hedges, net	7,426		2,379		16,752		25,737
Changes in pension plans, net	(141)		422		985		1,218
Other comprehensive income	7,483		1,509		18,584		27,298
Comprehensive income	$	399,715	$	878,528	$	1,175,785	$	2,843,447

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)


	August 3, 2024		October 28, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	2,106,032	$	958,061
Short-term investments	439,667		—
Accounts receivable	1,127,158		1,469,734
Inventories	1,427,936		1,642,214



Prepaid expenses and other current assets	342,143		314,013
Total current assets	5,442,936		4,384,022
Non-current Assets

Net property, plant and equipment	3,395,748		3,219,157
Goodwill	26,909,775		26,913,134
Intangible assets, net	9,997,707		11,311,957
Deferred tax assets	2,105,430		2,223,272

Other assets	766,778		742,936
Total non-current assets	43,175,438		44,410,456
TOTAL ASSETS	$	48,618,374	$	48,794,478
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	424,735	$	493,041


Income taxes payable	398,347		309,046
Debt, current	899,251		499,052
Commercial paper notes	547,443		547,224

Accrued liabilities	956,853		1,352,608
Total current liabilities	3,226,629		3,200,971
Non-current Liabilities
Long-term debt	6,655,723		5,902,457
Deferred income taxes	2,743,015		3,127,852

Income taxes payable	266,150		417,076

Other non-current liabilities	536,748		581,000
Total non-current liabilities	10,201,636		10,028,385

Shareholders’ Equity
Preferred stock, $1.00 par value, 471,934 shares authorized, none outstanding	—		—
Common stock, $0.16 2/3 par value, 1,200,000,000 shares authorized, 496,493,455 shares outstanding (496,261,678 on October 28, 2023)	82,750		82,712
Capital in excess of par value	25,101,781		25,313,914
Retained earnings	10,175,296		10,356,798
Accumulated other comprehensive loss	(169,718)		(188,302)
Total shareholders’ equity	35,190,109		35,565,122
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	48,618,374	$	48,794,478

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)


	Three Months Ended August 3, 2024
				Capital in				Accumulated Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss








BALANCE, MAY 4, 2024	496,217	$	82,704	$	25,103,737	$	10,239,549	$	(177,201)

Net income						392,232
Dividends declared and paid - $0.92 per share						(456,485)

Issuance of stock under stock plans and other	827	138		51,881
Stock-based compensation expense				64,051
Other comprehensive income								7,483
Common stock repurchased	(551)	(92)		(117,888)
BALANCE, AUGUST 3, 2024	496,493	$	82,750	$	25,101,781	$	10,175,296	$	(169,718)

	Nine Months Ended August 3, 2024
				Capital in				Accumulated Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, OCTOBER 28, 2023	496,262	$	82,712	$	25,313,914	$	10,356,798	$	(188,302)
Net income						1,157,201
Dividends declared and paid - $2.70 per share						(1,338,703)
Issuance of stock under stock plans and other	2,989	498		115,857
Stock-based compensation expense				192,262
Other comprehensive income								18,584
Common stock repurchased	(2,758)	(460)		(520,252)
BALANCE, AUGUST 3, 2024	496,493	$	82,750	$	25,101,781	$	10,175,296	$	(169,718)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands)


	Three Months Ended July 29, 2023
				Capital in				Accumulated Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss







BALANCE, APRIL 29, 2023	501,418	$	83,571	$	26,262,226	$	9,839,790	$	(172,363)

Net income						877,019
Dividends declared and paid - $0.86 per share						(430,456)
Issuance of stock under stock plans and other	583	97		45,893
Stock-based compensation expense				82,970
Other comprehensive income								1,509
Common stock repurchased	(3,687)	(614)		(685,896)
BALANCE, JULY 29, 2023	498,314	$	83,054	$	25,705,193	$	10,286,353	$	(170,854)

	Nine Months Ended July 29, 2023
				Capital in				Accumulated Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss
BALANCE, OCTOBER 29, 2022	509,296	$	84,880	$	27,857,270	$	8,721,325	$	(198,152)
Net income						2,816,149
Dividends declared and paid - $2.48 per share						(1,251,121)
Issuance of stock under stock plans and other	2,963	494		112,508
Stock-based compensation expense				227,113
Other comprehensive income								27,298
Common stock repurchased	(13,945)	(2,320)		(2,491,698)
BALANCE, JULY 29, 2023	498,314	$	83,054	$	25,705,193	$	10,286,353	$	(170,854)

See accompanying notes.

ANALOG DEVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended
	August 3, 2024		July 29, 2023
Cash flows from operating activities:
Net income	$	1,157,201	$	2,816,149
Adjustments to reconcile net income to net cash provided by operations:
Depreciation	265,530		251,785
Amortization of intangibles	1,318,325		1,505,201

Stock-based compensation expense	192,262		227,113



Deferred income taxes	(269,566)		(431,393)

Other	23,826		19,130
Changes in operating assets and liabilities	114,134		(757,645)
Total adjustments	1,644,511		814,191
Net cash provided by operating activities	2,801,712		3,630,340
Cash flows from investing activities:
Purchases of short-term investments	(438,901)		—


Additions to property, plant and equipment	(565,053)		(785,070)



Other	10,710		(2,254)
Net cash used for investing activities	(993,244)		(787,324)
Cash flows from financing activities:

Proceeds from debt	1,087,856		—





Early termination of debt	—		(65,688)
Proceeds from commercial paper notes	7,709,492		2,646,509
Payments of commercial paper notes	(7,709,273)		(2,101,799)
Repurchase of common stock	(520,712)		(2,494,018)
Dividend payments to shareholders	(1,338,703)		(1,251,121)
Proceeds from employee stock plans	116,355		113,002

Other	(5,512)		(11,227)
Net cash used for financing activities	(660,497)		(3,164,342)

Net increase (decrease) in cash and cash equivalents	1,147,971		(321,326)
Cash and cash equivalents at beginning of period	958,061		1,470,572
Cash and cash equivalents at end of period	$	2,106,032	$	1,149,246

See accompanying notes.

ANALOG DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED AUGUST 3, 2024 (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 October 28, 2023 (fiscal 2023) 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 2, 2024 (fiscal 2024) 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 2024 is a 53-week fiscal year and fiscal 2023 was a 52-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first nine months of fiscal 2024 included an additional week of operations as compared to the first nine months of fiscal 2023.

Note 2 – Shareholders' Equity

As of August 3, 2024, the Company had repurchased a total of approximately 207.4 million shares of its common stock for approximately $14.9 billion under the Company's share repurchase program. As of August 3, 2024, an additional $1.7 billion remains available for repurchase of shares under the current authorized program. The Company also repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options as well as for the Company's employee stock purchase plan. Future repurchases of common stock will be dependent upon the Company's financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Company.

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 nine months of fiscal 2024.


	Foreign currency translation adjustment		Unrealized holding gains (losses) on derivatives		Pension plans		Total
October 28, 2023	$	(72,544)	$	(102,043)	$	(13,715)	$	(188,302)
Other comprehensive income before reclassifications	847		14,378		(562)		14,663
Amounts reclassified out of other comprehensive income	—		5,469		1,547		7,016
Tax effects	—		(3,095)		—		(3,095)
Other comprehensive income	847		16,752		985		18,584

August 3, 2024	$	(71,697)	$	(85,291)	$	(12,730)	$	(169,718)

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:


	Three Months Ended				Nine Months Ended
Comprehensive (Loss) Income Component	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023		Location
Unrealized holding (gains) losses on derivatives:
Currency forwards	$	(853)	$	650	$	(1,445)	$	933	Cost of sales
	(225)		560		(497)		683		Research and development
	(1,391)		(400)		(3,782)		(1,353)		Selling, marketing, general and administrative

Interest rate derivatives	3,731		3,731		11,193		11,189		Interest expense

	1,262		4,541		5,469		11,452		Total before tax
	(460)		(1,084)		(1,338)		(2,587)		Tax

	$	802	$	3,457	$	4,131	$	8,865	Net of tax

Amortization of pension components included in the computation of net periodic pension cost:




Actuarial losses	$	515	$	393	$	1,547	$	1,139	Net of tax

Total amounts reclassified out of AOCI, net of tax	$	1,317	$	3,850	$	5,678	$	10,004

Note 4 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended				Nine Months Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Net income	$	392,232	$	877,019	$	1,157,201	$	2,816,149



Basic shares:
Weighted-average shares outstanding	496,338		500,018		496,077		503,951
Earnings per common share basic:	$	0.79	$	1.75	$	2.33	$	5.59
Diluted shares:
Weighted-average shares outstanding	496,338		500,018		496,077		503,951
Assumed exercise of common stock equivalents	2,456		3,485		2,612		3,853
Weighted-average common and common equivalent shares	498,794		503,503		498,689		507,804
Earnings per common share diluted:	$	0.79	$	1.74	$	2.32	$	5.55
Anti-dilutive shares related to:
Outstanding stock-based awards	3		211		94		306

Note 5 – Special Charges, Net

Liabilities related to special charges, net are included in Accrued liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets. The activity is detailed below:


Accrued Special Charges	Global Repositioning Actions		Q4 2023 Plan















































Balance at October 28, 2023	$	36,981	$	110,446
Employee severance and benefit costs, net	—		11,977

Severance and benefit payments	(4,420)		(87,013)


Balance at February 3, 2024	$	32,561	$	35,410
Employee severance and benefit costs, net	(5,106)		23,172

Severance and benefit payments	(5,767)		(40,559)



Balance at May 4, 2024	$	21,688	$	18,023
Employee severance and benefit costs	—		4,099

Severance and benefit payments	(453)		(14,592)


Balance at August 3, 2024	$	21,235	$	7,530
Accrued liabilities	$	16,846	$	7,530
Other non-current liabilities	$	4,389	$	—

Note 6 – Commitments and Contingencies

On March 17, 2022, Walter E. Ryan and Ryan Asset Management, LLC, purported stockholders of Maxim Integrated Products, Inc. (Maxim), filed a putative class action in the Court of Chancery of the State of Delaware (C.A. No. 2022—0255) against the Company and the former directors of Maxim. The complaint alleged breaches of fiduciary duties by the individual defendants in connection with Maxim’s agreement, as part of the merger negotiations with the Company, to suspend Maxim dividends for up to four quarters prior to the closing of the Company's acquisition of Maxim. The complaint further alleged that the Company aided and abetted those alleged breaches of fiduciary duties. The plaintiffs sought damages in an amount to be determined at trial, plaintiffs’ costs and disbursements, including reasonable attorneys’ and experts’ fees, costs and other expenses. On May 2, 2023, the Court of Chancery entered an order dismissing the action in its entirety and with prejudice. On May 9, 2023, the plaintiffs filed a Motion for Reargument, which the Court of Chancery denied on May 30, 2023. On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court. On February 26, 2024, the Delaware Supreme Court issued an order affirming the dismissal of the action.

Note 7 – Revenue

Revenue Trends by End Market

The following tables summarize 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
	August 3, 2024						July 29, 2023
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	1,058,704	46	%	(37)	%	$	1,683,843	55	%
Automotive	670,304		29	%	(8)	%	727,315		24	%
Communications	266,599		12	%	(26)	%	358,520		12	%
Consumer	316,602		14	%	3	%	306,817		10	%


Total revenue	$	2,312,209	100	%	(25)	%	$	3,076,495	100	%

	Nine Months Ended
	August 3, 2024						July 29, 2023
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	3,252,757	47	%	(38)	%	$	5,252,078	55	%
Automotive	2,082,869		30	%	(3)	%	2,146,320		22	%
Communications	811,150		12	%	(36)	%	1,273,265		13	%
Consumer	837,176		12	%	(9)	%	917,392		10	%
Total revenue	$	6,983,952	100	%	(27)	%	$	9,589,055	100	%

* The sum of the individual percentages may not equal the total due to rounding.

Revenue by Sales Channel

The following tables summarize 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
	August 3, 2024				July 29, 2023
Channel	Revenue		% of Revenue*		Revenue		% of Revenue*
Distributors	$	1,332,244	58	%	$	1,904,496	62	%
Direct customers	940,317		41	%	1,126,796		37	%
Other	39,648		2	%	45,203		1	%
Total revenue	$	2,312,209	100	%	$	3,076,495	100	%

	Nine Months Ended
	August 3, 2024				July 29, 2023
Channel	Revenue		% of Revenue*		Revenue		% of Revenue*
Distributors	$	4,115,836	59	%	$	5,912,229	62	%
Direct customers	2,753,885		39	%	3,547,116		37	%
Other	114,231		2	%	129,710		1	%
Total revenue	$	6,983,952	100	%	$	9,589,055	100	%

* The sum of the individual percentages may not equal the total due to rounding.

Note 8 – 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 August 3, 2024 and October 28, 2023. 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 3, 2024 and October 28, 2023, the Company held $1,018.8 million and $642.1 million, respectively, of cash that is

excluded from the tables below.


	August 3, 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
Assets
Cash equivalents:
Available-for-sale:
Government and institutional money market funds	$	620,853	$	—	$	620,853
Corporate obligations (1)	—		168,422		168,422
Bank obligations (1)	—		298,000		298,000
Short-term investments: (2)
Available-for-sale:
Securities with one year or less to maturity:
Corporate obligations (1)	—		139,614		139,614

Bank obligations (1)	—		300,053		300,053








Other assets:
Forward foreign currency exchange contracts (3)	—		7,514		7,514
Deferred compensation plan investments	97,586		—		97,586

Total assets measured at fair value	$	718,439	$	913,603	$	1,632,042
Liabilities

Forward foreign currency exchange contracts (3)	$	—	$	5,996	$	5,996
Interest rate derivatives (4)	—		15,905		15,905
Total liabilities measured at fair value	$	—	$	21,901	$	21,901

(1)The amortized cost of the Company's investments classified as available-for-sale as of August 3, 2024 was $914.6 million.

(2)These investments are adjusted to fair value based on quoted market prices or are determined using a yield curve model based on current market rates.

(3)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company's master netting arrangements.

(4)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 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements.


	October 28, 2023
	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	$	315,980	$	—	$	315,980









Other assets:
Forward foreign currency exchange contracts (1)	—		1,940		1,940
Deferred compensation plan investments	78,246		—		78,246

Total assets measured at fair value	$	394,226	$	1,940	$	396,166
Liabilities

Forward foreign currency exchange contracts (1)	$	—	$	13,515	$	13,515
Interest rate derivatives (2)	—		81,602		81,602
Total liabilities measured at fair value	$	—	$	95,117	$	95,117

(1)The Company has master netting arrangements by counterparty with respect to derivative contracts. See Note 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements for more information related to the Company's master netting arrangements.

(2)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 9, Derivatives, in these Notes to Condensed Consolidated Financial Statements.

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 ($547.4 million and $547.2 million as of August 3, 2024 and October 28, 2023, 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.


	August 3, 2024				October 28, 2023
	Principal Amount Outstanding		Fair Value		Principal Amount Outstanding		Fair Value

2024 Notes, due October 2024	$	500,000	$	499,698	$	500,000	$	499,473
2025 Notes, due April 2025	400,000		394,533		400,000		385,231
2026 Notes, due December 2026	900,000		885,380		900,000		851,023

2027 Notes, due June 2027	440,212		431,739		440,212		408,595
2028 Notes, due October 2028	750,000		680,664		750,000		628,999
2031 Notes, due October 2031	1,000,000		856,266		1,000,000		773,404
2032 Notes, due October 2032	300,000		296,644		300,000		269,828
2034 Notes, due April 2034	550,000		570,226		—		—
2036 Notes, due December 2036	144,278		135,720		144,278		118,554
2041 Notes, due October 2041	750,000		558,156		750,000		479,078
2045 Notes, due December 2045	332,587		338,550		332,587		292,248
2051 Notes, due October 2051	1,000,000		694,750		1,000,000		590,666
2054 Notes, due April 2054	550,000		566,002		—		—
Total senior unsecured notes	$	7,617,077	$	6,908,328	$	6,517,077	$	5,297,099

Note 9 – Derivatives

Foreign Exchange Exposure Management — The total notional amounts of forward foreign currency derivative instruments designated as hedging instruments of cash flow hedges denominated in Euros, British Pounds, Philippine Pesos, Thai Baht, South Korean Won and Japanese Yen as of August 3, 2024 and October 28, 2023 were $262.6 million and $322.6 million, respectively. The fair values of forward foreign currency derivative instruments designated as hedging instruments in the Company’s Condensed Consolidated Balance Sheets as of August 3, 2024 and October 28, 2023 were as follows:


		Fair Value At
	Balance Sheet Location	August 3, 2024		October 28, 2023
Forward foreign currency exchange contracts	Prepaid expenses and other current assets	$	2,488	$	471
Forward foreign currency exchange contracts	Accrued liabilities	$	2,667	$	9,897

As of August 3, 2024 and October 28, 2023, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $167.1 million and $334.7 million, respectively. The fair values of undesignated hedges in the Company’s Condensed Consolidated Balance Sheets as of August 3, 2024 and October 28, 2023 were as follows:


		Fair Value At
	Balance Sheet Location	August 3, 2024		October 28, 2023
Undesignated hedges related to forward foreign currency exchange contracts	Prepaid expenses and other current assets	$	5,026	$	1,469
Undesignated hedges related to forward foreign currency exchange contracts	Accrued liabilities	$	3,329	$	3,618

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:


	August 3, 2024
Balance Sheet Location	Loss on Swaps		Gain on Note
Accrued liabilities	$	15,905	$	—
Long-term debt	$	—	$	15,905

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.

Note 10 – Inventories

Inventories at August 3, 2024 and October 28, 2023 were as follows:


	August 3, 2024		October 28, 2023
Raw materials	$	109,307	$	128,142
Work in process	1,021,612		1,125,819
Finished goods	297,017		388,253
Total inventories	$	1,427,936	$	1,642,214

Note 11 – Debt

Senior Notes Offering. On April 3, 2024, in an underwritten public offering, the Company issued $550.0 million aggregate principal amount of 5.050% senior notes due April 1, 2034 (the 2034 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024. The net proceeds of the offering were $545.5 million, after discounts and issuance costs. Prior to January 1, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may, at its option, redeem the 2034 Notes, 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 2034 Notes matured on January 1, 2034) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2034 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after January 1, 2034, the Company may, at its option, redeem the 2034 Notes, in whole or in part, at any time and

from time to time, at a redemption price equal to 100% of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The 2034 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

On April 3, 2024, in an underwritten public offering, the Company issued $550.0 million aggregate principal amount of 5.300% senior notes due April 1, 2054 (the 2054 Notes) with semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024. The net proceeds of the offering were $542.3 million, after discounts and issuance costs. Prior to October 1, 2053 (six months prior to the maturity date of the 2054 Notes), the Company may, at its option, redeem the 2054 Notes, 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 2054 Notes matured on October 1, 2053) on a semi-annual basis at the applicable treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the 2054 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after October 1, 2053, the Company may, at its option, redeem the 2054 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2054 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The 2054 Notes are unsecured and rank equally in right of payment with all of the Company’s other existing and future unsecured senior indebtedness.

The 2034 Notes and the 2054 Notes were issued pursuant to a base indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a supplemental indenture, which contains certain covenants, events of default and other customary provisions. The covenants applicable to the 2034 Notes and the 2054 Notes limit the Company’s ability to incur, create, assume or guarantee any debt 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 its assets to, any other party. As of August 3, 2024, the Company was in compliance with these covenants.

Note 12 – Income Taxes

The Company’s effective tax rates for the three- and nine-month periods ended August 3, 2024 and July 29, 2023 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's effective tax rate also includes the effects of the mandatory capitalization and amortization of research and development expenses which began in fiscal 2023 under the Tax Cuts and Jobs Act of 2017. The mandatory capitalization requirement decreases the Company's effective tax rate primarily by increasing the foreign-derived intangible income deduction.

It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as approximately $142.0 million within the next twelve months due to the completion of tax audits, including any administrative appeals.

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's 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 13 – New Accounting Pronouncements

Standards Implemented

Acquired Contract Assets and Contract Liabilities

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under this guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2021-08 in the first quarter of fiscal 2024. Upon adoption, ASU 2021-08 did not have a material impact on the Company's financial position and results of operations.

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 position and results of operations.

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 position and results of operations.

Note 14 – Subsequent Events

On August 20, 2024, the Board of Directors of the Company declared a cash dividend of $0.92 per outstanding share of common stock. The dividend will be paid on September 17, 2024 to all shareholders of record at the close of business on September 3, 2024 and is expected to total approximately $456.8 million.


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 October 28, 2023 (fiscal 2023).

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. In addition, any statements that refer to projections regarding our future financial performance or results; our anticipated growth and trends in our businesses; the effects of business, economic, political, legal and regulatory impacts or conflicts upon our global operations; changes in demand for semiconductors and the related changes in demand and supply for our products; manufacturing delays, product availability and supply chain disruptions; our ability to recruit or retain our key personnel; our future liquidity, capital needs and capital expenditures; our development of technologies and processes and research and development investments; our future market position and expected competitive changes in the marketplace for our products; the anticipated result of litigation matters; our plans to pay dividends or repurchase stock; servicing our outstanding debt; our plans to borrow under our third amended and restated revolving credit agreement, as amended, and issue notes under our commercial paper program and the planned use of proceeds from such borrowing and issuing; our expected tax rate; expected cost savings; the effect of new accounting pronouncements; our plans to integrate or realize the benefits or synergies expected of acquired businesses and technologies; our Global Repositioning Actions and Q4 2023 Plan; and other characterizations of future events or circumstances are 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; changes in demand for semiconductor products; manufacturing delays, product and raw materials availability and supply chain disruptions; products that may be diverted 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; unanticipated difficulties or expenditures relating to integrating Maxim; 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 2023. 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

(all tabular amounts in thousands except per share amounts and percentages)


	Three Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change
Revenue	$	2,312,209		$	3,076,495		$	(764,286)	(25)	%
Gross margin %	56.7		%	63.8		%
Net income	$	392,232		$	877,019		$	(484,787)	(55)	%
Net income as a % of revenue	17.0		%	28.5		%
Diluted EPS	$	0.79		$	1.74		$	(0.95)	(55)	%

	Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change
Revenue	$	6,983,952		$	9,589,055		$	(2,605,103)	(27)	%
Gross margin %	56.8		%	65.0		%
Net income	$	1,157,201		$	2,816,149		$	(1,658,948)	(59)	%
Net income as a % of revenue	16.6		%	29.4		%
Diluted EPS	$	2.32		$	5.55		$	(3.23)	(58)	%

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 2, 2024 (fiscal 2024) is a 53-week fiscal year and fiscal 2023 was a 52-week fiscal year. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, the first nine months of fiscal 2024 included an additional week of operations as compared to the first nine months of fiscal 2023.

Revenue Trends 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
	August 3, 2024						July 29, 2023
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	1,058,704	46	%	(37)	%	$	1,683,843	55	%
Automotive	670,304		29	%	(8)	%	727,315		24	%
Communications	266,599		12	%	(26)	%	358,520		12	%
Consumer	316,602		14	%	3	%	306,817		10	%


Total revenue	$	2,312,209	100	%	(25)	%	$	3,076,495	100	%

	Nine Months Ended
	August 3, 2024						July 29, 2023
	Revenue		% of Revenue*		Y/Y%		Revenue		% of Revenue*
Industrial	$	3,252,757	47	%	(38)	%	$	5,252,078	55	%
Automotive	2,082,869		30	%	(3)	%	2,146,320		22	%
Communications	811,150		12	%	(36)	%	1,273,265		13	%
Consumer	837,176		12	%	(9)	%	917,392		10	%
Total revenue	$	6,983,952	100	%	(27)	%	$	9,589,055	100	%

* The sum of the individual percentages may not equal the total due to rounding.

Revenue decreased 25% and 27% in the three- and nine-month periods ended August 3, 2024, respectively, as compared to the same periods of the prior fiscal year, primarily as a result of broad-based decline in demand for our products. The decrease in the nine-month period was partially offset by an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.

Revenue by Sales Channel

The following tables summarize 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
	August 3, 2024				July 29, 2023
	Revenue		% of Revenue*		Revenue		% of Revenue*
Channel
Distributors	$	1,332,244	58	%	$	1,904,496	62	%
Direct customers	940,317		41	%	1,126,796		37	%
Other	39,648		2	%	45,203		1	%
Total revenue	$	2,312,209	100	%	$	3,076,495	100	%

	Nine Months Ended
	August 3, 2024				July 29, 2023
	Revenue		% of Revenue*		Revenue		% of Revenue*
Channel
Distributors	$	4,115,836	59	%	$	5,912,229	62	%
Direct customers	2,753,885		39	%	3,547,116		37	%
Other	114,231		2	%	129,710		1	%
Total revenue	$	6,983,952	100	%	$	9,589,055	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.

Gross Margin


	Three Months Ended										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
Gross margin	$	1,311,239		$	1,961,615		$	(650,376)	(33)	%	$	3,965,215		$	6,230,502		$	(2,265,287)	(36)	%
Gross margin %	56.7		%	63.8		%					56.8		%	65.0		%

Gross margin percentage decreased by 710 and 820 basis points in the three- and nine-month periods ended August 3, 2024, respectively, as compared to the same periods of the prior fiscal year, primarily due to lower utilization of our factories due to decreased customer demand and unfavorable product mix.

Research and Development (R&D)


	Three Months Ended										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
R&D expenses	$	362,671		$	423,751		$	(61,080)	(14)	%	$	1,108,960		$	1,253,600		$	(144,640)	(12)	%
R&D expenses as a % of revenue	16		%	14		%					16		%	13		%

R&D expenses decreased in the three- and nine-month periods ended August 3, 2024, as compared to the same periods of the prior fiscal year. The decrease in the three-month period was primarily as a result of lower R&D employee-related variable compensation expenses and lower salary and benefit expenses. The decrease in the nine-month period was primarily as a result of lower R&D employee-related variable compensation expenses, partially offset by higher salary and benefit expenses and the impact of an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.

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										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
SMG&A expenses	$	257,213		$	334,113		$	(76,900)	(23)	%	$	791,420		$	984,648		$	(193,228)	(20)	%
SMG&A expenses as a % of revenue	11		%	11		%					11		%	10		%

SMG&A expenses decreased in the three- and nine-month periods ended August 3, 2024, as compared to the same periods of the prior fiscal year, primarily as a result of lower SMG&A employee-related variable compensation expenses, salary and benefit expenses and discretionary spending. The decrease in the nine-month period was partially offset by an additional week of operations in the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.

Amortization of Intangibles


	Three Months Ended										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
Amortization expenses	$	187,754		$	250,719		$	(62,965)	(25)	%	$	567,030		$	756,882		$	(189,852)	(25)	%
Amortization expenses as a % of revenue	8		%	8		%					8		%	8		%

Amortization expenses decreased in the three- and nine-month periods ended August 3, 2024, as compared to the same periods of the prior fiscal year, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2023.

Special Charges, Net


	Three Months Ended								Nine Months Ended
	August 3, 2024		July 29, 2023		$ Change		% Change		August 3, 2024		July 29, 2023		$ Change		% Change
Special charges, net	$	12,282	$	23,539	$	(11,257)	(48)	%	$	34,399	$	46,675	$	(12,276)	(26)	%

Special charges, net decreased in the three- and nine-month periods ended August 3, 2024, as compared to the same periods of the prior fiscal year, primarily due to the timing of charges recorded in each period. Fiscal 2023 charges were primarily related to Global Repositioning Actions, while fiscal 2024 charges were primarily related to the Q4 2023 Plan.

Operating Income


	Three Months Ended										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
Operating income	$	491,319		$	929,493		$	(438,174)	(47)	%	$	1,463,406		$	3,188,697		$	(1,725,291)	(54)	%
Operating income as a % of revenue	21.2		%	30.2		%					21.0		%	33.3		%

The year-over-year decrease in operating income in the three-month period ended August 3, 2024 was primarily the result of a decrease in revenue, which contributed to a decrease in gross margin of $650.4 million, partially offset by a decrease of $212.2 million in net operating expenses.

The year-over-year decrease in operating income in the nine-month period ended August 3, 2024 was primarily the result of a decrease in revenue, which contributed to a decrease in gross margin of $2,265.3 million, partially offset by a decrease of $540.0 million in net operating expenses.

Nonoperating Expense (Income)


	Three Months Ended						Nine Months Ended
	August 3, 2024		July 29, 2023		$ Change		August 3, 2024		July 29, 2023		$ Change



Total nonoperating expense (income)	$	68,328	$	54,672	$	13,656	$	202,394	$	152,480	$	49,914

The year-over-year increases in nonoperating expense (income) in the three- and nine-month periods ended August 3, 2024, as compared to the same periods of the prior fiscal year, were primarily the result of higher foreign currency expenses.

Provision for (Benefit from) Income Taxes


	Three Months Ended								Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		August 3, 2024			July 29, 2023			$ Change
Provision for (benefit from) income taxes	$	30,759		$	(2,198)		$	32,957	$	103,811		$	220,068		$	(116,257)
Effective income tax rate	7.3		%	(0.3)		%			8.2		%	7.2		%

The effective tax rates for the three- and nine-month periods ended August 3, 2024 and July 29, 2023 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. Our pretax income for the three- and nine-month periods ended August 3, 2024 and July 29, 2023 was primarily generated in Ireland at a tax rate of 12.5%.

See Note 12, Income Taxes, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.

Net Income


	Three Months Ended										Nine Months Ended
	August 3, 2024			July 29, 2023			$ Change		% Change		August 3, 2024			July 29, 2023			$ Change		% Change
Net income	$	392,232		$	877,019		$	(484,787)	(55)	%	$	1,157,201		$	2,816,149		$	(1,658,948)	(59)	%
Net income as a % of revenue	17.0		%	28.5		%					16.6		%	29.4		%
Diluted EPS	$	0.79		$	1.74						$	2.32		$	5.55

Net income decreased in the three-month period ended August 3, 2024, as compared to the same period of the prior fiscal year, as the result of a $438.2 million decrease in operating income, a $33.0 million increase in provision for (benefit from) income taxes and a $13.7 million increase in nonoperating expense (income).

Net income decreased in the nine-month period ended August 3, 2024, as compared to the same period of the prior fiscal year, as the result of a $1,725.3 million decrease in operating income and a $49.9 million increase in nonoperating expense (income), partially offset by a $116.3 million decrease in provision for (benefit from) income taxes.

Liquidity and Capital Resources

At August 3, 2024, our principal source of liquidity was $2.5 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 our cash, cash equivalents and short-term investments 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.


	Nine Months Ended
	August 3, 2024			July 29, 2023
Net cash provided by operating activities	$	2,801,712		$	3,630,340
Net cash provided by operations as a % of revenue	40		%	56		%
Net cash used for investing activities	$	(993,244)		$	(787,324)
Net cash used for financing activities	$	(660,497)		$	(3,164,342)

The following changes contributed to the net change in cash and cash equivalents in the nine-month period ended August 3, 2024 as compared to the same period in fiscal 2023.

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 nine-month period ended August 3, 2024, as compared to the same period of the prior fiscal year, was mainly the result of lower net income adjusted for noncash items offset by changes in working capital.

Investing Activities

Investing cash flows generally consist of capital expenditures and cash used for acquisitions. The increase in cash used for investing activities during the nine-month period ended August 3, 2024, as compared to the same period of the prior fiscal year, was primarily the result of the purchase of short-term investments, partially offset by a decrease in cash used for capital expenditures.

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 nine-month period ended August 3, 2024, as compared to the same period of the prior fiscal year, was primarily the result of lower common stock repurchases and net proceeds from the issuance of debt during fiscal 2024. For additional information, see Note 11, Debt, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Working Capital


	August 3, 2024		October 28, 2023		$ Change		% Change
Accounts receivable	$	1,127,158	$	1,469,734	$	(342,576)	(23)	%
Days sales outstanding*	42		52
Inventory	$	1,427,936	$	1,642,214	$	(214,278)	(13)	%
Days cost of sales in inventory*	132		143

_______________________________________

*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 third quarter of fiscal 2024 as compared to the fourth quarter of fiscal 2023.

Inventory decreased 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 increased to $3,226.6 million at August 3, 2024 as compared to $3,201.0 million at the end of fiscal 2023 due to higher current debt and income taxes payable, partially offset by lower accrued liabilities and accounts payable.

Debt

As of August 3, 2024, our debt obligations consisted of the following:


	Principal Amount Outstanding
Commercial paper notes	$	547,443
2024 Notes, due October 2024	500,000
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	$	8,164,520

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 August 3, 2024, 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 August 3, 2024, we had $547.4 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 August 3, 2024, we were in compliance with these covenants.

Stock Repurchase Program

In the aggregate, our Board of Directors has authorized us to repurchase $16.7 billion of our common stock under our common stock repurchase program. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized under the program. As of August 3, 2024, an additional $1.7 billion remains available for repurchase under the current authorized program. The repurchased shares are held as authorized but unissued shares of common stock. We also repurchase shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options as well as for our employee stock purchase plan. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.

Capital Expenditures

Net additions to property, plant and equipment were $565.1 million in the first nine months of fiscal 2024. We expect capital expenditures for fiscal 2024 to be between approximately $650 million and $750 million. 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 August 20, 2024, our Board of Directors declared a cash dividend of $0.92 per outstanding share of common stock. The dividend will be paid on September 17, 2024 to all shareholders of record at the close of business on September 3, 2024 and is expected to total approximately $456.8 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.

Contractual Obligations

In the second quarter of fiscal 2024, we issued $550.0 million aggregate principal amount of 5.050% senior unsecured notes due April 1, 2034 (2034 Notes) and $550.0 million aggregate principal amount of 5.300% senior unsecured notes due April 1, 2054 (2054 Notes). The 2034 Notes and the 2054 Notes have semi-annual fixed interest payments due on April 1 and October 1 of each year, commencing October 1, 2024. For additional information, see Note 11, Debt, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 and results of operations. See Note 13, 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 and results of operations.


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 October 28, 2023, which was filed with the Securities and Exchange Commission on November 21, 2023.


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 August 3, 2024. 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 August 3, 2024, 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 August 3, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION


ITEM 1.			Legal Proceedings

The information required by this Item is provided in Note 6, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.


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 October 28, 2023, which was filed with the Securities and Exchange Commission on November 21, 2023.


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
May 5, 2024 through June 1, 2024	312,392	$	215.31	281,773	$	1,761,966,880
June 2, 2024 through June 29, 2024	106,372	$	231.45	46,526	$	1,751,134,187
June 30, 2024 through August 3, 2024	132,044	$	229.80	77,494	$	1,733,383,875
Total	550,808	$	221.90	405,793	$	1,733,383,875

(a)Includes 145,015 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 in an aggregate amount of up to $16.7 billion. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.


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 third quarter of fiscal 2024 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
Gregory Bryant Executive Vice President and President of Business Units	June 25, 2024	Until June 30, 2025, or such earlier date upon which all transactions are completed or expire without execution	Sale of up to 203,944 shares(1)

(1)Includes 50,000 shares owned outright and 35,187 shares underlying restricted stock units (RSUs). Also includes 118,757 shares underlying performance-based RSUs (PRSUs) as described in the table below. PRSUs may be earned based on the achievement of Company performance targets anywhere from zero to 200% of the target award.


Shares Underlying PRSUs	Shares Earned to Date	Total Shares that May be Earned	Total Shares Issued
10,615	--	21,230	--
80,046	120,069	--	69,820*
28,096	22,472	33,708	--

*Represents the total number of shares actually earned and vested, less shares withheld by the Company in satisfaction of withholding taxes, that may be sold. For both RSUs and PRSUs, the Company withholds shares in payment of withholding taxes in connection with the vesting of such awards.

None of our officers or directors terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the third quarter of fiscal 2024.

In our Quarterly Report on Form 10-Q for the period ended May 4, 2024, which was filed with the Securities and Exchange Commission on May 22, 2024, we reported the adoption of a Rule 10b5-1 trading arrangement by Vincent Roche, our Chief Executive Officer and Chair of the Board of Directors. The disclosure inadvertently omitted 29,983 shares that may be sold under such Rule 10b5-1 trading arrangement. The correct amount of the total number of shares that may be sold under

the Rule 10b5-1 trading arrangement is 120,000. As contemplated by the Rule 10b5-1 trading arrangement, the schedule for sales of the 29,983 shares begins in March 2025, and as of the date of this report, none of those shares have been sold.


ITEM 6.			Exhibits


Exhibit No.						Description
31.1†						Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2†						Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1†*						Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive Officer).
32.2†*						Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial Officer).
101.INS						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.**
101.PRE						Inline XBRL Presentation Linkbase Document.**
101.DEF						Inline XBRL Definition Linkbase Document.**
104						Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
†						Filed or furnished herewith.
*						The certification furnished in each of Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates each by reference. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
**						Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three- and nine-months ended August 3, 2024 and July 29, 2023, (ii) Condensed Consolidated Statements of Comprehensive Income for the three- and nine-months ended August 3, 2024 and July 29, 2023, (iii) Condensed Consolidated Balance Sheets at August 3, 2024 and October 28, 2023, (iv) Condensed Consolidated Statements of Shareholders' Equity for the three- and nine-months ended August 3, 2024 and July 29, 2023, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended August 3, 2024 and July 29, 2023 and (vi) Notes to Condensed Consolidated Financial Statements for the three- and nine-months ended August 3, 2024.

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: August 21, 2024	By:	/s/ Vincent Roche
		Vincent Roche
		Chief Executive Officer and Chair of the Board of Directors
		(Principal Executive Officer)

Date: August 21, 2024	By:	/s/ Richard C. Puccio, Jr.
		Richard C. Puccio, Jr.
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 31.1

CERTIFICATION

I, Vincent Roche, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Analog Devices, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


						/s/ Vincent Roche
						Vincent Roche
						Chief Executive Officer and Chair of the Board of
						Directors
						(Principal Executive Officer)

Date: August 21, 2024

Document

Exhibit 31.2

CERTIFICATION

I, Richard C. Puccio, Jr., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Analog Devices, Inc.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


						/s/ Richard C. Puccio, Jr.
						Richard C. Puccio, Jr.
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)

Date: August 21, 2024

Document

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc. (the “Company”) for the period ended August 3, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Vincent Roche, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


						/s/ Vincent Roche
						Vincent Roche
						Chief Executive Officer

Date: August 21, 2024

Document

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc. (the “Company”) for the period ended August 3, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Richard C. Puccio, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


						/s/ Richard C. Puccio, Jr.
						Richard C. Puccio, Jr.
						Chief Financial Officer

Date: August 21, 2024