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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 July 29, 2023
    OR
☐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,MA 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.16 2/3 par value per shareADINasdaq 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 July 29, 2023 there were 498,313,956 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 EndedNine Months Ended
 July 29, 2023July 30, 2022July 29, 2023July 30, 2022
Revenue$3,076,495 $3,109,880 $9,589,055 $8,766,237 
Cost of sales1,114,880 1,066,738 3,358,553 3,376,578 
Gross margin1,961,615 2,043,142 6,230,502 5,389,659 
Operating expenses:
Research and development423,751 431,829 1,253,600 1,279,510 
Selling, marketing, general and administrative334,113 326,942 984,648 929,615 
Amortization of intangibles250,719 252,864 756,882 759,707 
Special charges, net23,539 138,201 46,675 244,603 
Total operating expenses1,032,122 1,149,836 3,041,805 3,213,435 
Operating income:929,493 893,306 3,188,697 2,176,224 
Nonoperating expense (income):
Interest expense69,346 51,189 193,051 152,701 
Interest income(8,794)(1,797)(32,198)(2,578)
Other, net(5,880)(4,023)(8,373)(24,636)
Total nonoperating expense (income)54,672 45,369 152,480 125,487 
Income before income taxes874,821 847,937 3,036,217 2,050,737 
(Benefit from) provision for income taxes(2,198)98,952 220,068 238,402 
Net income$877,019 $748,985 $2,816,149 $1,812,335 
Shares used to compute earnings per common share – basic500,018 517,011 503,951 521,557 
Shares used to compute earnings per common share – diluted503,503 520,550 507,804 525,652 
Basic earnings per common share$1.75 $1.45 $5.59 $3.47 
Diluted earnings per common share$1.74 $1.44 $5.55 $3.45 






See accompanying notes.
1



ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
Three Months EndedNine Months Ended
July 29, 2023July 30, 2022July 29, 2023July 30, 2022
Net income$877,019 $748,985 $2,816,149 $1,812,335 
Foreign currency translation adjustments(1,292)(9,028)343 (31,500)
Change in fair value of derivative instruments designated as cash flow hedges, net2,379 2,239 25,737 (471)
Changes in pension plans, net actuarial gain/loss and foreign currency translation adjustments, net422 1,770 1,218 5,902 
Other comprehensive income (loss)1,509 (5,019)27,298 (26,069)
Comprehensive income$878,528 $743,966 $2,843,447 $1,786,266 





















See accompanying notes.
2

ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)

July 29, 2023October 29, 2022
ASSETS  
Current Assets
Cash and cash equivalents$1,149,246 $1,470,572 
Accounts receivable1,616,243 1,800,462 
Inventories1,709,313 1,399,914 
Prepaid expenses and other current assets360,383 267,044 
Total current assets4,835,185 4,937,992 
Non-current Assets
Net property, plant and equipment2,922,781 2,401,304 
Goodwill26,913,134 26,913,134 
Intangible assets, net11,762,655 13,265,406 
Deferred tax assets2,224,880 2,264,888 
Other assets688,104 519,626 
Total non-current assets44,511,554 45,364,358 
TOTAL ASSETS$49,346,739 $50,302,350 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable$585,570 $582,160 
Income taxes payable423,438 265,845 
Commercial paper notes544,710 — 
Accrued liabilities1,277,300 1,594,650 
Total current liabilities2,831,018 2,442,655 
Non-current Liabilities
Long-term debt6,437,650 6,548,625 
Deferred income taxes3,150,748 3,622,538 
Income taxes payable441,361 707,846 
Other non-current liabilities582,216 515,363 
Total non-current liabilities10,611,975 11,394,372 
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, 498,313,956 shares outstanding (509,295,941 on October 29, 2022)
83,054 84,880 
Capital in excess of par value25,705,193 27,857,270 
Retained earnings10,286,353 8,721,325 
Accumulated other comprehensive loss(170,854)(198,152)
Total shareholders’ equity35,903,746 36,465,323 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$49,346,739 $50,302,350 







See accompanying notes.
3

ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands)

Three Months Ended July 29, 2023
Capital inAccumulated
Other
 Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, APRIL 29, 2023
501,418 $83,571 $26,262,226 $9,839,790 $(172,363)
Net income877,019 
Dividends declared and paid - $0.86 per share
(430,456)
Issuance of stock under stock plans and other583 97 45,893 
Stock-based compensation expense82,970 
Other comprehensive income1,509 
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 inAccumulated
Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, OCTOBER 29, 2022
509,296 $84,880 $27,857,270 $8,721,325 $(198,152)
Net income2,816,149 
Dividends declared and paid - $2.48 per share
(1,251,121)
Issuance of stock under stock plans and other2,963 494 112,508 
Stock-based compensation expense227,113 
Other comprehensive income27,298 
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.

4

ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands)

Three Months Ended July 30, 2022
Capital inAccumulated
Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, APRIL 30, 2022519,806 $86,636 $29,400,284 $7,820,477 $(207,615)
Net income748,985 
Dividends declared and paid - $0.76 per share
(394,018)
Issuance of stock under stock plans and other413 69 9,891 
Stock-based compensation expense84,874 
Other comprehensive loss(5,019)
Common stock repurchased(5,878)(980)(904,993)
BALANCE, JULY 30, 2022
514,341 $85,725 $28,590,056 $8,175,444 $(212,634)
Nine Months Ended July 30, 2022
Capital inAccumulated
Other
Common StockExcess ofRetainedComprehensive
SharesAmountPar ValueEarningsLoss
BALANCE, OCTOBER 30, 2021525,331 $87,554 $30,574,237 $7,517,316 $(186,565)
Net income1,812,335 
Dividends declared and paid - $2.21 per share
(1,154,207)
Issuance of stock under stock plans and other2,396 400 29,613 
Stock-based compensation expense242,809 
Other comprehensive loss(26,069)
Common stock repurchased(13,386)(2,229)(2,256,603)
BALANCE, JULY 30, 2022
514,341 $85,725 $28,590,056 $8,175,444 $(212,634)













See accompanying notes.
5

ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

  
Nine Months Ended
 July 29, 2023July 30, 2022
Cash flows from operating activities:
Net income$2,816,149 $1,812,335 
Adjustments to reconcile net income to net cash provided by operations:
Depreciation251,785 212,635 
Amortization of intangibles1,505,201 1,512,250 
Cost of goods sold for inventory acquired— 271,396 
Stock-based compensation expense227,113 242,809 
Non-cash impairment charge— 91,953 
Gain on sale of property, plant and equipment— (4,352)
Deferred income taxes(431,393)(205,128)
Operating lease assets and liabilities4,945 (17,958)
Other14,185 (7,061)
Changes in operating assets and liabilities(757,645)(582,813)
Total adjustments814,191 1,513,731 
Net cash provided by operating activities3,630,340 3,326,066 
Cash flows from investing activities:
Additions to property, plant and equipment(785,070)(394,796)
Other(2,254)43,761 
Net cash used for investing activities(787,324)(351,035)
Cash flows from financing activities:
Proceeds from revolver— 400,000 
Payments on revolver— (400,000)
Early termination of debt(65,688)(519,116)
Proceeds from commercial paper notes2,646,509 — 
Payments of commercial paper notes(2,101,799)— 
Repurchase of common stock(2,494,018)(1,758,832)
Dividend payments to shareholders(1,251,121)(1,154,207)
Proceeds from employee stock plans113,002 30,013 
Other(11,227)(1,718)
Net cash used for financing activities(3,164,342)(3,403,860)
Effect of exchange rate changes on cash— (24,175)
Net decrease in cash and cash equivalents(321,326)(453,004)
Cash and cash equivalents at beginning of period1,470,572 1,977,964 
Cash and cash equivalents at end of period$1,149,246 $1,524,960 







See accompanying notes.
6

ANALOG DEVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 29, 2023 (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 29, 2022 (fiscal 2022) 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 October 28, 2023 (fiscal 2023) 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. Certain amounts reported in previous periods have been reclassified to conform to the fiscal 2023 presentation.
Note 2 – Shareholders' Equity
As of July 29, 2023, the Company had repurchased a total of approximately 202.9 million shares of its common stock for approximately $14.1 billion under the Company's share repurchase program. As of July 29, 2023, an additional $2.6 billion remains available for repurchase of shares under the current authorized program. The Company also repurchases shares in settlement of employee tax withholding obligations due upon the vesting of restricted stock units/awards or the exercise of stock options as well as for the Company's employee stock purchase plan. Future repurchases of common stock will be dependent upon the Company's financial position, results of operations, outlook, liquidity and other factors deemed relevant by the Company.
Note 3 – Accumulated Other Comprehensive (Loss) Income
The following table provides the changes in accumulated other comprehensive (loss) income (AOCI) by component and the related tax effects during the first nine months of fiscal 2023.
Foreign currency translation adjustmentUnrealized holding gains (losses) on derivativesPension plansTotal
October 29, 2022$(72,136)$(119,613)$(6,403)$(198,152)
Other comprehensive income before reclassifications343 18,754 79 19,176 
Amounts reclassified out of other comprehensive income— 11,452 1,139 12,591 
Tax effects— (4,469)— (4,469)
Other comprehensive income343 25,737 1,218 27,298 
July 29, 2023$(71,793)$(93,876)$(5,185)$(170,854)
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:
7

Three Months EndedNine Months Ended
Comprehensive (Loss) Income ComponentJuly 29, 2023July 30, 2022July 29, 2023July 30, 2022Location
Unrealized holding (gains) losses on derivatives:
Currency forwards $650 $2,520 $933 $6,384 Cost of sales
560 1,320 683 3,903 Research and development
(400)2,265 (1,353)6,623 Selling, marketing, general and administrative
Interest rate derivatives3,731 3,731 11,189 11,193 Interest expense
4,541 9,836 11,452 28,103 Total before tax
(1,084)(423)(2,587)(3,209)Tax
$3,457 $9,413 $8,865 $24,894 Net of tax
Amortization of pension components included in the computation of net periodic pension cost:
Actuarial losses$393 $441 $1,139 $1,389 Net of tax
Total amounts reclassified out of AOCI, net of tax$3,850 $9,854 $10,004 $26,283 
Note 4 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022July 29, 2023July 30, 2022
Net income$877,019 $748,985 $2,816,149 $1,812,335 
Basic shares:
Weighted-average shares outstanding500,018 517,011 503,951 521,557 
Earnings per common share basic:$1.75 $1.45 $5.59 $3.47 
Diluted shares:
Weighted-average shares outstanding500,018 517,011 503,951 521,557 
Assumed exercise of common stock equivalents3,485 3,539 3,853 4,095 
Weighted-average common and common equivalent shares503,503 520,550 507,804 525,652 
Earnings per common share diluted:$1.74 $1.44 $5.55 $3.45 
Anti-dilutive shares related to:
Outstanding stock-based awards211 755 306 559 

8

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 ChargesGlobal Repositioning Actions
Balance at October 29, 2022$52,070 
Severance and benefit payments(16,298)
Balance at January 28, 2023$35,772 
Severance and benefit payments(22,820)
Employee severance and benefit costs23,136 
Balance at April 29, 2023$36,088 
Severance and benefit payments(12,530)
Employee severance and benefit costs21,928 
Balance at July 29, 2023$45,486 
Accrued liabilities$22,350 
Other non-current liabilities$23,136 
Note 6 – Property, Plant and Equipment
During fiscal 2023, the Company ceased usage of its office facility located in Cary, North Carolina as well as its campus facility located in Milpitas, California and determined that both facilities met the held for sale criteria specified in Accounting Standards Codification (ASC) 360. No write-downs to fair value were required upon these determinations as the fair values of the asset groups, less costs to sell, were greater than their carrying values. As of July 29, 2023, prepaid expenses and other current assets includes the following assets held for sale:
Land and buildings$66,308 
Less accumulated depreciation and amortization(21,577)
Net property, plant and equipment reclassified to Prepaid expenses and other current assets$44,731 
Note 7 – 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 alleges 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 alleges that the Company aided and abetted those alleged breaches of fiduciary duties. The plaintiffs seek 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 denied on May 30, 2023. On June 21, 2023, the plaintiffs filed a Notice of Appeal to the Delaware Supreme Court and on August 8, 2023, the plaintiffs filed their Opening Brief in support of their appeal. The appeal remains pending. The Company believes that it and the other defendants have meritorious arguments in response to the appeal and defenses to the underlying allegations; however, the Company is currently unable to determine the ultimate outcome of this matter or determine an estimate, or a range of estimates, of potential losses, if any.
Note 8 – 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 revenue within, each
9

end market.
Three Months Ended
 July 29, 2023July 30, 2022
 Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$1,629,201 53 %4 %$1,566,885 50 %
Automotive747,554 24 %15 %648,153 21 %
Communications380,504 12 %(23)%491,515 16 %
Consumer319,236 10 %(21)%403,327 13 %
Total revenue$3,076,495 100 %(1)%$3,109,880 100 %
Nine Months Ended
July 29, 2023July 30, 2022
Revenue% of Revenue*Y/Y%Revenue% of Revenue*
Industrial$5,092,879 53 %15 %$4,439,232 51 %
Automotive2,226,277 23 %23 %1,810,803 21 %
Communications1,319,931 14 %(4)%1,378,352 16 %
Consumer949,968 10 %(17)%1,137,850 13 %
Total revenue$9,589,055 100 %9 %$8,766,237 100 %
* 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
July 29, 2023July 30, 2022
ChannelRevenue% of Revenue*Revenue% of Revenue*
   Distributors$1,904,496 62 %$1,922,982 62 %
   Direct customers1,126,796 37 %1,146,538 37 %
   Other45,203 1 %40,360 1 %
Total revenue$3,076,495 100 %$3,109,880 100 %
Nine Months Ended
July 29, 2023July 30, 2022
ChannelRevenue% of Revenue*Revenue% of Revenue*
    Distributors$5,912,229 62 %$5,426,024 62 %
    Direct customers3,547,116 37 %3,241,429 37 %
    Other129,710 1 %98,784 1 %
Total revenue$9,589,055 100 %$8,766,237 100 %
* The sum of the individual percentages may not equal the total due to rounding.
Note 9 – Fair Value
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 July 29, 2023 and October 29, 2022. 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 July 29, 2023 and October 29, 2022, the Company held $691.2 million and $1,016.0 million, respectively, of cash that is
10

excluded from the tables below.
 July 29, 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$457,997 $— $457,997 
Other assets:
Deferred compensation plan investments80,844 — 80,844 
Forward foreign currency exchange contracts— 8,910 8,910 
Total assets measured at fair value$538,841 $8,910 $547,751 
Liabilities
Interest rate derivatives (1)$— $45,620 $45,620 
Total liabilities measured at fair value$— $45,620 $45,620 
(1)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 10, Derivatives, in these Notes to Condensed Consolidated Financial Statements.

 October 29, 2022
 
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$454,545 $— $454,545 
Other assets:
Deferred compensation plan investments63,211 — 63,211 
Total assets measured at fair value$517,756 $— $517,756 
Liabilities
Forward foreign currency exchange contracts$— $16,984 $16,984 
Total liabilities measured at fair value$— $16,984 $16,984 
In addition to the methods and assumptions used by the Company in estimating its fair value disclosure for financial instruments disclosed in Note 2j, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for fiscal 2022, which was filed with the Securities and Exchange Commission on November 22, 2022, the following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments:
Interest rate derivative — The fair value of interest rate derivatives is estimated using a discounted cash flow analysis based on the contractual terms of the derivatives.
Assets and Liabilities Not Recorded at Fair Value on a Recurring Basis
Held for sale assets — The Company has classified the assets held for sale at carrying value. However, if they were to be carried at fair value, they would be considered a Level 3 fair value measurement and would be determined based on the use of appraisals and input from market participants.
Commercial paper — The fair values of commercial paper are obtained from indicative market prices and are classified
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as Level 2 measurements according to the fair value hierarchy. As of July 29, 2023, the fair value of the commercial paper notes was $545.4 million.
Debt — The table below presents the estimated fair values of certain financial instruments not recorded at fair value on a recurring basis. 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.
July 29, 2023October 29, 2022
Principal Amount OutstandingFair Value Principal Amount Outstanding Fair Value
2024 Notes, due October 2024$500,000 $499,598 $500,000 $491,982 
2025 Notes, due April 2025400,000 385,529 400,000 383,378 
2026 Notes, due December 2026900,000 864,607 900,000 851,479 
Maxim 2027 Notes, due June 2027— — 59,788 54,771 
2027 Notes, due June 2027440,212 416,545 440,212 410,091 
2028 Notes, due October 2028750,000 641,711 750,000 621,093 
2031 Notes, due October 20311,000,000 819,159 1,000,000 786,772 
2032 Notes, due October 2032300,000 284,756 300,000 278,359 
2036 Notes, due December 2036144,278 128,486 144,278 126,274 
2041 Notes, due October 2041750,000 541,855 750,000 513,709 
2045 Notes, due December 2045332,587 324,731 332,587 313,931 
2051 Notes, due October 20511,000,000 689,039 1,000,000 640,766 
Total debt$6,517,077 $5,596,016 $6,576,865 $5,472,605 
Note 10 – 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 July 29, 2023 and October 29, 2022 were $296.8 million and $307.1 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 July 29, 2023 and October 29, 2022 were as follows:
Fair Value At
Balance Sheet LocationJuly 29, 2023October 29, 2022
Forward foreign currency exchange contractsPrepaid expenses and other current assets$5,097 $— 
Forward foreign currency exchange contractsAccrued liabilities$— $18,050 
As of July 29, 2023 and October 29, 2022, the total notional amounts of undesignated hedges related to forward foreign currency exchange contracts were $412.6 million and $246.4 million, respectively.
The following table presents the gross amounts of the Company's forward foreign currency exchange contract derivative assets and liabilities and the net amounts recorded in the Company's Condensed Consolidated Balance Sheets:
 July 29, 2023October 29, 2022
Gross amounts of recognized liabilities$(4,206)$(19,846)
Gross amount of recognized assets13,116 2,862 
Net assets (liabilities) presented in the Condensed Consolidated Balance Sheets$8,910 $(16,984)
Interest Rate Exposure Management — The Company's current and future debt may be subject to interest rate risk. The Company utilizes interest rate derivatives to alter interest rate exposure in an attempt to reduce the effects of changes in interest rates. During fiscal 2023, the Company entered into interest rate swap transactions related to its outstanding $1,000.0 million aggregate principal amount of 2.1% senior unsecured notes (the 2031 Notes) where the Company swapped the notional amount of its $1,000.0 million of fixed rate debt at 2.1% into floating interest rate debt through April 1, 2031. The fair value of the swaps at inception was zero and subsequent changes in the fair value of the interest rate swaps were reflected in the carrying value of the interest rate swaps on the balance sheet. The carrying value of the debt on the balance sheet was adjusted by an equal and offsetting amount. The interest rate swaps were designated and qualified as fair value hedges. The Company does not
12

consider the risk of counterparty default to be significant. The gain or loss on the hedged item attributable to the hedged benchmark interest rate risk and the offsetting gain or loss on the related interest rate swaps were recorded as follows:
July 29, 2023
Balance Sheet LocationLoss on SwapsGain on Note
Accrued liabilities$45,620 $— 
Long term debt$— $45,620 
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 11 – Inventories
Inventories at July 29, 2023 and October 29, 2022 were as follows:
July 29, 2023October 29, 2022
Raw materials$130,031 $110,908 
Work in process1,123,823 904,648 
Finished goods455,459 384,358 
Total inventories$1,709,313 $1,399,914 
Note 12 – Debt
Revolving Credit Facility. On June 23, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Revolving Credit Agreement) with Bank of America, N.A. as administrative agent and the other banks identified therein as lenders. The 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).
In the first quarter of fiscal 2023, the Company amended the Revolving Credit Agreement, replacing the LIBOR interest rate provisions with interest rate provisions based on a forward-looking term rate based on the secured overnight financing rate (SOFR) plus a 10 basis point credit spread adjustment. After the amendment, revolving loans under the Revolving Credit Agreement can be Term SOFR Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement, as amended) at the Company's option. Each Term SOFR Loan will bear interest at a rate per annum equal to the applicable adjusted term SOFR plus a margin based on the Company's Debt Ratings (as defined in the Revolving Credit Agreement, as amended) from time to time of between 0.690% and 1.175%. As of July 29, 2023, the Company had no outstanding borrowings under this revolving credit facility but may borrow in the future and use the proceeds for repayment of existing indebtedness, stock repurchases, acquisitions, capital expenditures, working capital and other lawful corporate purposes.
Outstanding Debt. On April 26, 2023, the Company redeemed for cash $59.8 million representing all of the outstanding 3.450% senior notes due June 15, 2027 issued by Maxim (Maxim Notes) in accordance with the terms of the indenture governing the Maxim Notes. The Maxim Notes were redeemed for cash at a redemption price equal to $1,012.55 for each $1,000 principal of the Maxim Notes and included accrued interest.
On August 18, 2023, the Company commenced an offer to exchange up to $440.2 million of newly registered 3.450% Senior Notes due 2027 (new notes) for up to $440.2 million of existing unregistered 3.450% Senior Notes due 2027 (old notes). See Note 15, Subsequent Events, in these Notes to Consolidated Financial Statements for further information.
Commercial Paper Program. On April 14, 2023, the Company established a commercial paper program under which the Company may issue short-term, unsecured commercial paper notes (CP Notes) in amounts up to a maximum aggregate face amount of $2.5 billion outstanding at any time, with maturities up to 397 days from the date of issuance. The CP Notes will be sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance. The Company intends to use the net proceeds of the CP Notes for general corporate purposes, including without limitation, repayment of indebtedness, stock repurchases, acquisitions, capital expenditures and working capital. As of July 29, 2023, the Company had $544.7 million of outstanding borrowings under the commercial paper program recorded in the Condensed Consolidated Balance Sheet. The carrying value of the outstanding CP Notes approximated fair value at July 29, 2023.
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Note 13 – Income Taxes
The Company’s effective tax rates for the three- and nine-month periods ended July 29, 2023 and July 30, 2022 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 (Tax Cuts and Jobs Act). The mandatory capitalization requirement decreases the Company's effective tax rate primarily by increasing the foreign-derived intangible income deduction.
The Company's effective tax rate for the third quarter of fiscal 2023 was also impacted by a discrete income tax benefit recorded of $81.1 million resulting from the approval granted by the Joint Committee on Taxation of its federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act.
It is reasonably possible that the balance of gross unrealized tax benefits, including accrued interest and penalties, could decrease by as much as approximately $133.0 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 November 3, 2018 and November 2, 2019; a pre-acquisition IRS income tax audit for Maxim's fiscal years ended June 27, 2015 through August 26, 2021; various U.S. state and local audits and various 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 14 – New Accounting Pronouncements
Standards to Be Implemented
Acquired Contract Assets and Contract Liabilities
In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new 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. ASU 2021-08 is effective for the Company in the first quarter of the fiscal year ending November 2, 2024. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company is currently evaluating the adoption date of ASU 2021-08 and the impact, if any, adoption will have on its financial position and results of operations.
Note 15 – Subsequent Events
On August 18, 2023, the Company commenced an offer to exchange up to $440.2 million of newly registered new notes for up to $440.2 million of existing unregistered old notes. The terms of the new notes are identical in all material respects to the terms of the old notes for which they are being offered in exchange, except that the new notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.
On August 22, 2023, the Board of Directors of the Company declared a cash dividend of $0.86 per outstanding share of common stock. The dividend will be paid on September 14, 2023 to all shareholders of record at the close of business on September 5, 2023 and is expected to total approximately $428.6 million.
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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 29, 2022 (fiscal 2022).
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, including our plans to offer to exchange existing unregistered notes for new registered notes; our plans to borrow under our Revolving Credit Agreement and issue notes under our commercial paper program and the planned use of proceeds from such borrowing and issuing; our expected tax rate; the effect of changes in or the application of new or revised tax laws; 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 continued initiatives to consolidate our footprint related to our business units; 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 results to differ materially from those described in the forward-looking statements: political and economic uncertainty, including any faltering in global economic conditions or the stability of credit and financial markets; erosion of consumer confidence and declines in customer spending or cancellations of orders for our products; unavailability of raw materials, services, supplies or manufacturing capacity; disruptions to our manufacturing operations or our ability to execute our business strategy; changes in geographic, product or customer mix; changes in export classifications, import and export regulations or duties and tariffs; changes in our estimates of our expected tax rates based on current tax law; adverse results in litigation matters; the risk that we will be unable to retain and hire key personnel including as a result of labor shortages; changes in demand for semiconductors; attempted or actual security breaches and other cybersecurity incidents that disrupt our operations; unanticipated difficulties or expenditures relating to integrating Maxim Integrated Products, Inc. (Maxim); uncertainty as to the long-term value of our common stock; 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; the diversion of management time on integrating Maxim's business and operations; our ability to successfully integrate acquired business and technologies, including Maxim; and the risk that expected benefits, synergies and growth prospects of acquisitions, including our acquisition of Maxim, may not be fully achieved in a timely manner, or at all. Additional factors that could cause actual results to differ materially from those 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 2022 and, if applicable, those included under Part II, Item 1A of this Quarterly Report on Form 10-Q. 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.
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Results of Operations
Overview
(all tabular amounts in thousands except per share amounts and percentages)
 Three Months Ended
 July 29, 2023July 30, 2022$ Change% Change
Revenue$3,076,495 $3,109,880 $(33,385)(1)%
Gross margin %63.8 %65.7 %
Net income$877,019 $748,985 $128,034 17 %
Net income as a % of revenue28.5 %24.1 %
Diluted EPS$1.74 $1.44 $0.30 21 %
Nine Months Ended
July 29, 2023July 30, 2022$ Change% Change
Revenue$9,589,055 $8,766,237 $822,818 9 %
Gross margin %65.0 %61.5 %
Net income$2,816,149 $1,812,335 $1,003,814 55 %
Net income as a % of revenue29.4 %20.7 %
Diluted EPS$5.55 $3.45 $2.10 61 %
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 our product will be incorporated. As data systems for capturing and tracking this data and our methodology evolves and improves, the categorization of products by end market can vary over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of revenue within, each end market.
Three Months Ended
 July 29, 2023July 30, 2022
 Revenue% of
Revenue*		Y/Y%Revenue% of
Revenue*
Industrial$1,629,201 53 %4 %$1,566,885 50 %
Automotive747,554 24 %15 %648,153 21 %
Communications380,504 12 %(23)%491,515 16 %
Consumer319,236 10 %(21)%403,327 13 %
Total revenue$3,076,495 100 %(1)%$3,109,880 100 %
Nine Months Ended
July 29, 2023July 30, 2022
Revenue% of
Revenue*		Y/Y%Revenue% of
Revenue*
Industrial$5,092,879 53 %15 %$4,439,232 51 %
Automotive2,226,277 23 %23 %1,810,803 21 %
Communications1,319,931 14 %(4)%1,378,352 16 %
Consumer949,968 10 %(17)%1,137,850 13 %
Total revenue$9,589,055 100 %9 %$8,766,237 100 %
* The sum of the individual percentages may not equal the total due to rounding.
Revenue decreased 1% in the three-month period ended July 29, 2023 as compared to the same period of the prior fiscal year, primarily the result of a decrease in revenue in the Consumer end market, primarily due to weakening market trends and a decrease in revenue in the Communications end market due to the timing of infrastructure deployment cycles, partially offset by
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increases in our Industrial end market, namely sustainable energy and aerospace and defense and our Automotive end market, namely cabin electronics and battery management systems.
Revenue increased 9% in the nine-month period ended July 29, 2023 as compared to the same period of the prior fiscal year, primarily the result of broad-based demand for our products sold into the Industrial end market, namely sustainable energy and aerospace and defense and the Automotive end market, namely cabin electronics and battery management systems, partially offset by a decrease in revenue in the Consumer end market primarily due to weakening market trends and a decrease in revenue in the Communications end market due to the timing of infrastructure deployment cycles.
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
July 29, 2023July 30, 2022
Revenue% of Revenue*Revenue% of Revenue*
Channel
   Distributors$1,904,496 62 %$1,922,982 62 %
   Direct customers1,126,796 37 %1,146,538 37 %
   Other45,203 1 %40,360 1 %
Total revenue$3,076,495 100 %$3,109,880 100 %
Nine Months Ended
July 29, 2023July 30, 2022
Revenue% of Revenue*Revenue% of Revenue*
Channel
   Distributors$5,912,229 62 %$5,426,024 62 %
   Direct customers3,547,116 37 %3,241,429 37 %
   Other129,710 1 %98,784 1 %
Total revenue$9,589,055 100 %$8,766,237 100 %
* The sum of the individual percentages may not equal the total due to rounding.
As indicated in the tables above, the percentage of total revenue sold via each channel has remained relatively consistent in the periods presented, but can fluctuate from time to time based on end customer demand.
Gross Margin
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
Gross margin$1,961,615 $2,043,142 $(81,527)(4)%$6,230,502 $5,389,659 $840,843 16 %
Gross margin %63.8 %65.7 %65.0 %61.5 %
Gross margin percentage decreased by 190 basis points and increased by 350 basis points in the three- and nine-month periods ended July 29, 2023, respectively, as compared to the same periods of the prior fiscal year. The decrease in the three-month period ended July 29, 2023 primarily relates to lower utilization of our factories due to decreased customer demand. The increase in the nine-month period ended July 29, 2023 was primarily the result of additional cost of goods sold of $271.4 million related to a nonrecurring fair value adjustment recorded to inventory in the nine-month period ended July 30, 2022 as a result of the acquisition of Maxim Integrated Products, Inc. (Maxim).
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Research and Development (R&D)
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
R&D expenses$423,751 $431,829 $(8,078)(2)%$1,253,600 $1,279,510 $(25,910)(2)%
R&D expenses as a % of revenue14 %14 %13 %15 %
R&D expenses decreased both in the three- and nine-month periods ended July 29, 2023, as compared to the same periods of the prior fiscal year. The decrease in the three-month period was primarily the result of lower R&D employee-related variable compensation expenses, partially offset by higher salary and benefit expenses. The decrease in the nine-month period was primarily the result of lower R&D employee-related variable compensation expenses.
R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of revenue and the success of new product development efforts, which we view as critical to our future growth. We expect to continue the development of innovative technologies and processes for new products. We believe that a continued commitment to R&D is essential to maintain product leadership with our existing products as well as to provide innovative new product offerings.
Selling, Marketing, General and Administrative (SMG&A)
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
SMG&A expenses$334,113 $326,942 $7,171 2 %$984,648 $929,615 $55,033 6 %
SMG&A expenses as a % of revenue11 %11 %10 %11 %
SMG&A expenses increased in both the three- and nine-month periods ended July 29, 2023, as compared to the same periods of the prior fiscal year, primarily the result of higher salary and benefit expenses and discretionary spending, partially offset by lower SMG&A employee-related variable compensation expenses and acquisition-related transaction costs.
Amortization of Intangibles
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
Amortization expenses$250,719 $252,864 $(2,145)(1)%$756,882 $759,707 $(2,825)— %
Amortization expenses as a % of revenue8 %8 %8 %9 %
Amortization expenses were relatively flat in both the three- and nine-month periods ended July 29, 2023, as compared to the same periods of the prior fiscal year.
Special Charges, Net
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
Special charges, net$23,539 $138,201 $(114,662)(83)%$46,675 $244,603 $(197,928)(81)%
Special charges, net as a % of revenue1 %4 %— %3 %
Special charges, net decreased in both the three- and nine-month periods ended July 29, 2023, as compared to the same periods of the prior fiscal year, primarily the result of higher charges recorded in fiscal 2022 as part of the integration of Maxim and continued organizational initiatives to better align our global workforce with our long-term strategic plan.
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Operating Income
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ Change% ChangeJuly 29, 2023July 30, 2022$ Change% Change
Operating income$929,493 $893,306 $36,187 4 %$3,188,697 $2,176,224 $1,012,473 47 %
Operating income as a % of revenue30.2 %28.7 %33.3 %24.8 %
The year-over-year increase in operating income in the three-month period ended July 29, 2023 was primarily the result of decreases of $114.7 million in special charges, net and $8.1 million in R&D expenses, partially offset by decreases in gross margin of $81.5 million and an increase of $7.2 million in SMG&A expenses.
The year-over-year increase in operating income in the nine-month period ended July 29, 2023 was primarily the result of an increase in revenue of $822.8 million and an increase in gross margin percent, which contributed to an increase in gross margin of $840.8 million, and decreases of $197.9 million in special charges, net and $25.9 million in R&D expenses, partially offset by an increase of $55.0 million in SMG&A expenses.
Nonoperating Expense (Income)
 Three Months EndedNine Months Ended
 July 29, 2023July 30, 2022$ ChangeJuly 29, 2023July 30, 2022$ Change
Total nonoperating expense (income)$54,672 $45,369 $9,303 $152,480 $125,487 $26,993