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What changed in Analog Devices's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Analog Devices's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+263 added−255 removedSource: 10-K (2025-11-25) vs 10-K (2024-11-26)

Top changes in Analog Devices's 2025 10-K

263 paragraphs added · 255 removed · 227 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

53 edited+13 added−6 removed66 unchanged
Biggest changeThese products include: • Portable devices (smart phones, tablets and wearable devices) for media and vital signs monitoring applications • Prosumer audio/video equipment See Note 4, Industry, Segment and Geographic Information , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information about our products by end market. 6 Competition We believe that competitive performance in the marketplace for integrated circuits depends upon multiple factors, including technological innovation, strength of brand, diversity of product portfolio, product performance, technical support, delivery capabilities, customer service quality, reliability and price, with the relative importance of these factors varying among products, markets, and customers.
Biggest changeThese products include: • Portable devices (smartphones, tablets, handheld gaming and wearable technology) for media and vital signs monitoring applications • Prosumer audio/video equipment • Hearable devices (headphones, earbuds and hearing health) See Note 4, Industry, Segment and Geographic Information , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information about our products by end market.
Customer products include applications such as: • Navigation systems • Radar systems • Space and satellite communications • Security devices • Communication systems • Electronic surveillance and countermeasures 5 Healthcare — The healthcare market is evolving in response to the need for increased access to better and more affordable care, as well as a growing focus on preventative healthcare and the need to better and more cost effectively manage chronic conditions.
Customer products include applications such as: • Navigation systems • Radar systems • Space and satellite communications • Security devices • Communication systems • Electronic surveillance and countermeasures Healthcare — The healthcare market is evolving in response to the need for increased access to better and more affordable care, as well as a growing focus on preventative healthcare and the need to better and more cost effectively manage chronic conditions.
Our manufacturing facilities are subject to numerous and increasingly strict federal, state, local and foreign EHS laws and regulations, particularly with respect to the transportation, storage, handling, use, emission, discharge and disposal of certain chemicals used or produced in the semiconductor manufacturing process. Our products are subject to increasingly stringent regulations regarding substance content in jurisdictions where we do business.
Our manufacturing facilities are subject to numerous and increasingly strict federal, state, local and foreign laws and regulations, particularly with respect to the transportation, storage, handling, use, emission, discharge and disposal of certain chemicals used or produced in the semiconductor manufacturing process. Our products are subject to increasingly stringent regulations regarding substance content in jurisdictions where we do business.
Our converter products combine sampling rates and accuracy with the low noise, power, price and small package size required by industrial, automotive, consumer, and communications electronics. • Power Management & Reference —Power management and reference products, which include functions such as power conversion, driver monitoring, sequencing and energy management, provide efficient solutions for power management and conversion applications in the automotive, communications, industrial and high-end consumer markets.
Our converter products combine sampling rates and accuracy with the low noise, power, price and small package size required by industrial, automotive, consumer and communications electronics. 3 • Power Management & Reference —Power management and reference products, which include functions such as power conversion, driver monitoring, sequencing and energy management, provide efficient solutions for power management and conversion applications in the automotive, communications, industrial and high-end consumer markets.
In some of our markets where end-user demand may be particularly volatile and difficult to predict, some customers place orders that require us to manufacture product and have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even 4 any, of the product.
In some of our markets where end-user demand may be particularly volatile and difficult to predict, some customers place orders that require us to manufacture product and have it available for shipment, even though the customer is unwilling to make a binding commitment to purchase all, or even any, of the product.
In certain cases, because we have already developed the core technology platform for our general-purpose products, we can create application-specific solutions quickly and efficiently. Our analog and mixed-signal IC technology have been the foundation of our business for nearly six decades, and we are one of the world’s largest suppliers of high-performance analog ICs.
In certain cases, because we have already developed the core technology platform for our general-purpose products, we can create application-specific solutions quickly and efficiently. Our analog and mixed-signal IC technology have been the foundation of our business for six decades, and we are one of the world’s largest suppliers of high-performance analog ICs.
We publish, share and distribute technical content such as data sheets, application guides and catalogs. We maintain a staff of field application engineers who aid customers in incorporating our products into their products. In addition, we offer a variety of web-based tools that ease product selection and aid in the design process for our customers.
We publish, share and distribute technical content such as data sheets, application guides and catalogs. We maintain a staff of field application engineers who aid 4 customers in incorporating our products into their products. In addition, we offer a variety of web-based tools that ease product selection and aid in the design process for our customers.
Our high-performance power ICs include powerful performance, integration and software design simulation tools to provide fast and accurate power supply designs. 3 • Amplifiers/RF and Microwave —We are also a leading supplier of high-performance amplifiers which are used to condition analog signals. High performance amplifiers emphasize the performance dimensions of speed and precision.
Our high-performance power ICs include powerful performance, integration and software design simulation tools to provide fast and accurate power supply designs. • Amplifiers/RF and Microwave —We are also a leading supplier of high-performance amplifiers which are used to condition analog signals. High performance amplifiers emphasize the performance dimensions of speed and precision.
We are working to achieve this by expanding the diversity of our workforce, creating growth and development opportunities for our employees, embracing different perspectives and fostering an inclusive work environment for all. In addition, we encourage employees to develop different networks, which contribute to our broader diversity and inclusion initiatives.
We are working to achieve this by expanding the diversity of our workforce, creating growth and development opportunities for our employees, embracing different perspectives and fostering an inclusive work environment for all. In addition, we encourage employees to develop different networks open to all employees, which contribute to our broader diversity and inclusion initiatives.
Through the development of cutting-edge innovations and our ability to solve difficult problems across a broad array of applications, we generate significant cash flow and are deeply committed to delivering strong shareholder returns. • Deepening customer-centricity.
Through the development of cutting-edge innovations and our ability to solve difficult problems across a broad array of applications, we generate significant cash flow and are committed to delivering strong shareholder returns. • Deepening customer-centricity.
While our patents, copyrights, mask works, trademarks and trade secrets provide some advantage and protection, we believe our competitive position and future success is largely determined by such factors as the system and application knowledge, innovative skills, technological expertise and management ability and experience of our personnel; the range and success of new products being developed by us; our market brand recognition and ongoing marketing efforts; and customer service and technical support.
While our patents, copyrights, trademarks and trade secrets provide some advantage and protection, we believe our competitive position and future success is largely determined by such factors as the system and application knowledge, innovative skills, technological expertise and management ability and experience of our personnel; the range and success of new products being developed by us; our market brand recognition and ongoing marketing efforts; and customer service and technical support.
However, backlog may be impacted by the tendency of customers to rely on shorter lead times available from suppliers, including us, in periods of depressed demand.
However, backlog may be 7 impacted by the tendency of customers to rely on shorter lead times available from suppliers, including us, in periods of depressed demand.
Beyond electrical testing, our precision and power technology enable analytical instruments for drug or vaccine R&D and manufacturing, food safety and quality and environmental monitoring.
Beyond electrical testing, our precision and power technology enable analytical instruments for drug or 5 vaccine R&D and manufacturing, food safety and quality and environmental monitoring.
We strive to achieve excellence in EHS management practices as an integral part of our total quality management system. Our EHS management systems in all of our manufacturing facilities are certified to ISO 14001:2015 for environmental management and ISO 45001:2018 for occupation health and safety. Our industrial hygiene surveillance program is designed to minimize and prevent exposures in the workplace.
We endeavor to achieve excellence in EHS management practices as an integral part of our total quality management system. Our EHS management systems in all of our manufacturing facilities are certified to ISO 14001:2015 for environmental management and ISO 45001:2018 for occupation health and safety. Our industrial hygiene surveillance program is designed to minimize and prevent exposures in the workplace.
We have a program to file applications for and obtain patents, copyrights, mask works and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements.
We have a program to file applications for and obtain patents, copyrights and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements.
Contracts with many of our customers reflect these and additional EHS compliance standards. Substance content of our products includes materials that are subject to reporting requirements, including conflict minerals. Compliance with these laws and regulations has not had a material impact 8 on our capital expenditures, earnings, financial condition or competitive position.
Contracts with many of our customers reflect these and additional compliance standards. Substance content of our products includes materials that are subject to reporting requirements, including conflict minerals. Compliance with these laws and regulations has not had a material impact on our capital expenditures, earnings, financial condition or competitive position.
In order for us to attract the best talent, we aim to offer challenging work in an environment that enables our employees to learn, grow and reach their full potential. Core to our empowerment strategy is embracing diversity and building a culture of inclusion across the organization.
In order for us to attract the best talent, we aim to offer challenging work in an environment that enables our employees to learn, grow and reach their full potential. Core to our empowerment strategy is building a culture of inclusion across the organization.
Our Environment, Social and Governance (ESG) aspirations and programs, including our climate targets and our approach to ethical business conduct and ethics and applying fair labor standards, are communicated in our 2023 ESG Report. The ESG Report is available on our website at www.analog.com/corporate-responsibility.
Our Environment, Social and Governance (ESG) aspirations and programs, including our climate targets and our approach to ethical business conduct and ethics and applying fair labor standards, are communicated in our 2024 ESG Report. The ESG Report is available on our website at www.analog.com/corporate-responsibility.
We endeavor to adhere to applicable environment, health and safety (EHS) regulatory and industry standards across all of our facilities, and to encourage pollution prevention, reduce our water and energy consumption, manage waste streams to divert from landfills and strive towards continual improvement.
We endeavor to adhere to applicable environment, health and safety (EHS) regulatory and industry standards across all of our facilities, and to encourage pollution prevention, manage our water and energy consumption, control waste streams to divert from landfills and strive towards continual improvement.
Our analog signal processing ICs are primarily high-performance devices, offering higher dynamic range, greater bandwidth and other enhanced features. We believe that the principal advantages these products have as compared to competitors’ products include higher accuracy, higher speed, lower cost per function, smaller size, lower power consumption and fewer components, resulting in improved performance and reliability.
Our analog signal processing ICs are primarily high-performance devices, offering higher dynamic range, greater bandwidth and other enhanced features. We believe that the principal advantages these products have as compared to competitors’ products include higher accuracy, higher speed, smaller size, lower power consumption and fewer components, resulting in improved performance and reliability.
Although we have experienced shortages of components, materials and external foundry services from time to time, we work to balance these constraints by shifting global resources and capacity where appropriate. 7 Patents and Intellectual Property Rights We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyrights, mask works, trademarks and trade secrets.
Although we have experienced shortages of components, materials and external foundry services from time to time, we work to balance these constraints by shifting global resources and capacity where appropriate. Patents and Intellectual Property Rights We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyrights, trademarks and trade secrets.
There can be no assurance, however, that current or future environmental laws and regulations will not impose costly requirements upon us. Any failure by us to comply with applicable EHS laws, regulations and contractual obligations could result in fines, suspension of production, the need to alter manufacturing processes and legal liability.
There can be no assurance, however, that current or future ESG laws and regulations will not impose costly requirements upon us. Any failure by us to comply with applicable laws, regulations and contractual obligations could result in fines, suspension of production, the need to alter manufacturing processes and legal liability.
We use two industry standard metrics to assess injury performance and trends worldwide. In fiscal 2024 and fiscal 2023, our global injury rates were lower than the U.S. semiconductor industry benchmark.
We use two industry standard metrics to assess injury performance and trends worldwide. In fiscal 2025 and fiscal 2024, our global injury rates were lower than the U.S. semiconductor industry benchmark.
Research and development (R&D) is critical to continue our cycle of innovation, driven by a diverse array of engineering talent who “engineer good” for our planet and society. We are also deeply committed to realizing targeted shareholder value creation from our acquisitions to complement our R&D and drive long-term value creation.
Research and development (R&D) is critical to continuing our cycle of innovation, driven by a diverse array of engineering talent who “engineer good” for our planet and society. We are committed to realizing targeted shareholder value creation from acquisitions to complement our R&D and drive long-term value creation.
For fiscal 2024, our voluntary employee turnover rate was approximately 8%. Our human capital resource objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. We strive to attract and retain the most talented employees in the industry and across the globe by offering competitive compensation and benefits that support their health, financial and emotional well-being.
For fiscal 2025, our voluntary employee turnover rate was approximately 7.2%. Our human capital resource objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. We strive to attract and retain the most talented employees in the industry and across the globe by offering competitive compensation and benefits that support their health, financial and emotional well-being.
Central to our strategy is our focus on challenges that our customers have across the most impactful application areas. That is built around the following key priorities, which we believe will continue to drive our long-term success: • Efficient use of capital.
Central to our strategy is our focus on solving challenges that our customers face across the most impactful application areas. This strategy is built around the following key priorities, which we believe will continue to drive our long-term success: • Efficient use of capital.
We have included our website address in this Annual Report on Form 10-K as an inactive textual reference. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. Products Semiconductor components are the building blocks used in electronic systems and equipment.
We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. Products Semiconductor components are the building blocks used in electronic systems and equipment.
To help achieve this, we are collaborating with customers and partners on innovative solutions that are designed to achieve better outcomes for patients and more efficient workflows for physicians at reduced costs.
To help achieve this, we collaborate with customers and partners on innovative solutions designed to achieve better outcomes for patients and more efficient workflows for physicians at reduced costs.
We have obtained a substantial number of patents and trademarks in the United States and in other countries. As of November 2, 2024, we held approximately 4,660 U.S. patents and approximately 470 published pending U.S. patent applications. There can be no assurance, however, that the rights obtained can be successfully enforced against infringing products in every jurisdiction.
We have obtained a substantial number of patents and trademarks in the United States and in other countries. As of November 1, 2025, we held approximately 4,780 U.S. patents and approximately 500 published pending U.S. patent applications. There can be no assurance, however, that the rights obtained can be successfully enforced against infringing products in every jurisdiction.
We are positioned to capitalize on important secular growth trends to drive advancements in digitized factories, mobility and digital healthcare, combat climate change and reliably connect humans and the world.
We are positioned to capitalize on critical long-term growth trends to drive advancements in digitized factories, mobility and digital healthcare, combat climate change and reliably connect humans and the world.
Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October; November 2, 2024 (fiscal 2024) was a 53-week fiscal period, while the fiscal year ended October 28, 2023 (fiscal 2023) and the fiscal year ended October 29, 2022 (fiscal 2022) were 52-week fiscal periods.
Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October; November 1, 2025 (fiscal 2025) was a 52-week fiscal period, while the fiscal year ended November 2, 2024 (fiscal 2024) was a 53-week fiscal period and the fiscal year ended October 28, 2023 (fiscal 2023) was a 52-week fiscal period.
As noted in “Environment, Social and Governance” above, we published our 2023 ESG Report which details our sustainability efforts, operations efficiency, employee engagement and governance, and also provides a look at the state of our organization and an overview of some of the initiatives we have launched to drive continuous improvements across diversity and inclusion.
As noted in “Environment, Social and Governance” above, we published our 2024 ESG Report which details our sustainability efforts, operations efficiency, 9 employee engagement and governance, and also provides a look at the state of our organization and an overview of some of the initiatives we have launched to drive continuous improvements across inclusion, opportunity for all and equitable practices.
The following describes some of the characteristics of, and customer products within, our major end markets of Industrial, Automotive, Communications and Consumer: Industrial — Our industrial market includes the following sectors: Industrial Automation — We are a leader in industrial automation because we deliver robust, high performance solutions from our deep motion and process control expertise and precision sensing measurement and interpretation to expansive connectivity and power capabilities.
The following describes some of the characteristics of, and customer products within, our major end markets of Industrial, Automotive, Communications and Consumer: Industrial — Our industrial market includes the following sectors: Industrial Automation — We are a leader in industrial automation demonstrated through our delivery of robust, high-performance solutions derived from our expertise in deep motion and process control and precision sensing measurement and interpretation, which translate into expansive connectivity and power capabilities.
We also make extensive use of third-party subcontractors for the assembly and testing of our products. Our products require a wide variety of components, raw materials and external foundry services, most of which we purchase from third-party suppliers. We have multiple sources for many of the components and materials that we purchase and incorporate into our products.
Our products require a wide variety of components, raw materials and external foundry services, most of which we purchase from third-party suppliers. We have multiple sources for many of the components and materials that we purchase and incorporate into our products.
Our current employee networks include the Analog Veterans Network, Neurodiversity Network, People of Color and Allies Network, Pride Network, Women’s Leadership Network, Young Professionals Network, the Green Team and the Communities Activities Board.
Our current employee networks include the Analog Veterans Network, Neurodiversity Network, People of Color and Allies Network, Pride Network, Women’s Leadership Network and Young Professionals Network.
The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024. Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023 and fiscal 2022. 2 Available Information We maintain a website with the address www.analog.com.
The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024. Therefore, fiscal 2025 and fiscal 2023 include one less week of operations as compared to fiscal 2024. 2 Available Information We maintain a website with the address www.analog.com.
Our offerings include both standard and application-specific products and are used in applications such as: • Utility meters • Wind turbines • Electric vehicle charging infrastructure • Solar inverters • Substation relays and automation equipment • Building energy automation/control Automotive — We develop differentiated high-performance signal processing solutions, which enable sophisticated transportation systems that span infotainment, electrification and autonomous applications.
Our offerings include both standard and application-specific products and are used in applications such as: • Utility meters • Wind turbines • Electric vehicle charging infrastructure • Solar inverters • Substation relays and automation equipment • Building energy automation/control Automotive — We develop differentiated, high-performance signal processing technologies that enable intelligent, efficient and immersive mobility solutions across electrification, digital cabin systems and autonomous platforms.
Markets The breakdown of our annual revenue by end market is set out in the table below: End Market* Percent of Fiscal 2024 Revenue Percent of Fiscal 2023 Revenue Percent of Fiscal 2022 Revenue Industrial 46% 54% 52% Automotive 30% 23% 20% Communications 11% 13% 15% Consumer 13% 10% 13% *The sum of the individual percentages may not equal 100% due to rounding.
Markets The breakdown of our annual revenue by end market is set out in the table below: End Market* Percent of Fiscal 2025 Revenue Percent of Fiscal 2024 Revenue Percent of Fiscal 2023 Revenue Industrial 45% 46% 53% Automotive 30% 30% 24% Consumer 13% 13% 10% Communications 13% 12% 13% *The sum of the individual percentages may not equal 100% due to rounding.
We are well-aligned with the key B2B markets driving the increase in data at the Intelligent Edge and we will continue to be a critical partner in the collection, creation and communication of our customers’ edge data. In addition, we are increasingly incorporating AI capabilities into the development of technologies and our business operations, and into our products and services.
We are well aligned with the key B2B markets driving the increase in data at the Intelligent Edge and will continue to be a critical partner in the collection, creation and communication of our customers’ edge data. In addition, we incorporate AI capabilities across our technologies, business operations, products and services to enhance performance and drive smarter, more efficient solutions.
These technological trends are driving a continuous evolution of new generations of applications that are increasing the demand for Analog Devices’ high-performance analog, mixed-signal, power and RF ICs. We have positioned our business to capitalize on the secular growth opportunities across our markets and to deliver innovative solutions.
These technological trends drive new generations of applications that expand the demand for Analog Devices’ high-performance analog, mixed-signal, power and RF ICs. We have positioned our business to capitalize on these long-term growth opportunities and to deliver innovative solutions across industries.
As of November 2, 2024, we had approximately 24,000 employees, of whom approximately 13,000 are in engineering roles. Approximately 62% of our workforce is male and 38% female. Our senior leadership team is 64% male and 36% female, while manager roles are approximately 75% male and 25% female. 36% of the members of our Board of Directors are female.
As of November 1, 2025, we had approximately 24,500 employees, of whom approximately 13,000 are in engineering roles. Approximately 60% of our workforce is male and 40% female. Our senior leadership team is 73% male and 27% female, while manager roles are approximately 75% male and 25% female. 40% of the members of our Board of Directors are female.
Our dual focus of being a great place to work and providing industry-leading benefits and work culture has led to strong employee satisfaction and pride that has been recognized across the globe, as evidenced with the following awards: TIME World’s Best Companies (2024, 2023), Forbes America’s Best Large Employers (2024), Forbes America’s Best Employers for Diversity (2024), Forbes America’s Best Employers by State (2023), The Boston Globe’s Top Places to Work (2023), and Forbes World’s Top Female Friendly Companies (2022). 9
Our dual focus of being a great place to work and providing industry-leading benefits and work culture has led to strong employee satisfaction and pride that has been recognized across the globe, as evidenced with the following awards: TIME World’s Most Sustainable Companies (2025), TIME World’s Best Companies (2024, 2023), Forbes America’s Best Employers for Company Culture (2025), Forbes America’s Best Large Employers (2024) and Newsweek America’s Most Responsible Companies (2025). 10
We also make available on our website our by-laws, corporate governance guidelines, the charters for the committees of our Board of Directors and our code of business conduct and ethics which applies to our directors, officers and employees and other governance documents.
We also make available on our website our by-laws, corporate governance guidelines, the charters for the committees of our Board of Directors, our code of business conduct and ethics, which applies to our directors, officers and employees, and other governance documents. Such information is available in print and free of charge to any shareholder of Analog Devices who requests it.
Government Regulation Our business activities are subject to various federal, state, local and foreign laws and regulations, including those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, including import, export and customs, antitrust, environment, health and safety, employment, immigration and travel, cybersecurity, privacy, data protection and localization and anti-corruption.
We also have trademarks that are used in the conduct of our business to distinguish genuine Analog Devices products, and we maintain cooperative advertising programs to promote our brands and identify products containing genuine Analog Devices components. 8 Government Regulation Our business activities are subject to various federal, state, local and foreign laws and regulations, including those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, including import, export and customs, antitrust, environment, health and safety, employment, immigration and travel, cybersecurity, privacy, data protection and localization and anti-corruption.
Together, our products and our engineering talent enable us to partner with our customers, leveraging our analog domain expertise and receive the full benefit of our technology capabilities to develop complete and innovative solutions. • Capitalizing on secular trends.
We strive to be the destination for the world’s best engineering talent, with a team of approximately 13,000 engineers. Together, our products and our engineering talent enable us to partner with our customers, leveraging our analog domain expertise and the full breadth of our technology capabilities to develop complete and innovative solutions. • Capitalizing on secular trends.
In order to ensure that we are meeting our human capital objectives we frequently utilize employee surveys to understand the effectiveness of our employee and compensation programs and where we can improve across the company.
In order to ensure that we are meeting our human capital objectives, we regularly conduct employee surveys to evaluate the effectiveness of our employee and compensation programs and to identify opportunities for improvement across the company.
These include devices that shape the signal for transmission over the medium or reconstruct the received signal after transmission to recover the intended signal integrity. Sales Channel We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. We have direct sales offices, sales representatives and/or distributors in approximately 50 countries.
Sales Channel We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website. We have direct sales offices, sales representatives and/or distributors in approximately 50 countries.
Close customer relationships influence all aspects of our business: from our broad range of product portfolios and applications expertise to manufacturing capabilities in high-performance power management and precision and high-speed signal processing technologies.
Close customer relationships influence all aspects of our business: from our broad range of product portfolios and application expertise to manufacturing capabilities in high-performance power management and precision and high-speed signal processing technologies. We believe that our engineering talent continues to be an important competitive differentiator in the semiconductor space that will enable us to deepen our relationships with customers.
In wireless and wireline communication applications, our products are incorporated into: • Cellular base station equipment • Satellite and terrestrial broadband access equipment • Microwave backhaul systems • Optical and cable networking equipment for data center and carrier providers • Data centers and data storage Consumer — To address the market demand for state of the art personal and professional entertainment systems and the consumer demand for high quality user interfaces, music, movies and photographs, we have developed analog, digital and mixed-signal and power solutions that meet the rigorous cost and time-to-market requirements of the consumer electronics market.
Our offerings in this space include: • Power management solutions • Optical and high-speed connectivity • Energy optimization Consumer — To address the market demand for state of the art personal and professional entertainment systems and the consumer demand for high quality user interfaces, music, movies and photographs, we have developed analog, digital and mixed-signal and power solutions that meet the rigorous cost and time-to-market requirements of the consumer electronics market.
Historically, sales to customers during our first fiscal quarter have been lower than other quarters due to plant shutdowns at some of our customers. In general, the seasonality for any specific period of time has not had a material impact on our results of operations.
Historically, sales to customers during our first fiscal quarter have been lower than other quarters due to plant shutdowns at some of our customers.
Such information is available in print and free of charge to any shareholder of Analog Devices who requests it. In addition, we intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed pursuant to rules of the SEC or Nasdaq.
In addition, we intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be publicly disclosed pursuant to rules of the SEC or Nasdaq. We have included our website address in this Annual Report on Form 10-K as an inactive textual reference.
Our latest survey completed in fiscal 2024 had a 92% participation rate among all employees and the survey results indicated employee satisfaction in areas such as purpose, demonstrating culture, fostering belonging, aligning with our strategy and leadership commitment, while also supporting decision speed and reducing barriers to execution.
Our latest survey, completed in fiscal 2025, reflected a strong participation rate among employees, and the results indicated employee satisfaction in areas such as teamwork, collaboration, leadership support, manager availability and skill development, while also supporting communication, decision speed and removing barriers to execution.
Specifically, we have developed products used in applications such as: • Car audio, voice processing and connectivity • Battery monitoring and management systems • Video processing and connectivity Communications — The development of broadband, wireless and internet infrastructures around the world has created an important market for our communications products.
Our solutions are deployed in applications such as: • Audio, voice processing and connectivity • Battery monitoring and management systems • Video processing and networking • Intelligent power solutions 6 Communications — Our communications market includes the following sectors: Wireless Communications — The demand for ubiquitous global connectivity continues to drive the need for wireless network infrastructure.
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We believe that our engineering talent continues to be an important competitive differentiator in the semiconductor space that will enable us to continue to deepen our relationships with customers. We strive to be the destination for the world’s best engineering talent with a team of more than 13,000 engineers.
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We continue to expand our capabilities in software, digital platforms and AI to support the evolving needs of our customers and markets. These efforts are intended to enhance system-level performance, improve design efficiency, reduce complexity and help customers accelerate time to market for their products and solutions.
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Through collaboration with manufacturers worldwide, we have developed a broad portfolio of analog, digital, power and sensor ICs that address the emerging needs of this evolving industry.
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Our strategic goal is to bridge the domains of analog and mixed-signal, digital and embedded and AI and software technologies to enable intelligent systems that can sense, process and respond to real-world conditions. This integrated approach supports the development of differentiated solutions across industrial, automotive, communications, consumer and healthcare applications.
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Our focus is on audio/video applications that lead to an enriched in-cabin experience, electrification applications that improve vehicle range and reduce emissions, and mission-critical perception and navigation applications that enable vehicles to more clearly sense the external environment.
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These include devices that shape the signal for transmission over the medium or reconstruct the received signal after transmission to recover the intended signal integrity. • Software, Digital Platforms and Artificial Intelligence —As part of our evolution from a component supplier to a full-system and solutions provider, we recently introduced an upgrade to our open-source embedded development platform, CodeFusion Studio 2.0, designed to support embedded system design through integrated workflows for signal processing, edge computing and connectivity.
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Communications technology involves the processing of signals that are converted from analog to digital and digital to analog form during the process of transmitting and receiving data.
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CodeFusion Studio 2.0 facilitates prototyping and deployment of applications on ADI platforms and is intended to reduce development time and improve system integration. In fiscal 2025, we also launched Power Studio, a digital simulation and design ecosystem integrating new system-level and IC-level design capabilities into a single product family.
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The need for higher speed and reduced power consumption, coupled with more reliable, bandwidth-efficient communications, creates demand for our products, which are used in the full spectrum of signal processing for data, video, voice and machine-to-machine communications.
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Together, the Power Studio family of products is designed to enable faster time to market by streamlining power management design and optimization. These platforms are part of our broader Physical Intelligence vision, which seeks to leverage our deep expertise in electro-physical systems to develop and fine-tune foundational AI models that can reason about and interact with the real world.
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We also have trademarks that are used in the conduct of our business to distinguish genuine Analog Devices products, and we maintain cooperative advertising programs to promote our brands and identify products containing genuine Analog Devices components.
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This initiative integrates signal, power, sensing, time-series sampling, actuation and more to support autonomous operation and enhanced system responsiveness. These software and AI-driven capabilities complement our existing product portfolio and support our strategy to deliver differentiated solutions that address complex customer requirements.
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Collaborating with global mobility solution providers, we deliver a comprehensive portfolio of analog, digital, power and sensor ICs engineered to meet the complex demands of modern mobility systems. Our innovations in precision sensing, edge processing and connectivity empower real-time insights and system-level intelligence, helping transform mobility platforms into dynamic, software-defined environments.
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These technologies support immersive user experiences, optimize energy efficiency and enable mission-critical perception and navigation capabilities across a wide range of mobility applications.
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This market requires a range of high-performance RF communications ICs and solutions. Wireless technology relies on the conversion and processing of signals in both analog and digital domains to transmit and receive data over the air.
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Our high-performance RF and mixed-signal products are designed to deliver higher speed connectivity with lower latency and improved energy efficiency to mobile operators and network providers. In addition, we enable signal chains and advanced processing across the wireless spectrum supporting a diverse range of end systems.
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In wireless communication applications, our products are incorporated into: • Cellular base station equipment • Satellite and terrestrial broadband access equipment • Microwave backhaul systems • Two-way radio communication devices • Fixed wireless access systems Data Center — This market is driven by rapid adoption of AI, machine learning and hyperscale architectures, which require advanced power delivery, thermal management and high-speed connectivity solutions to address the growing demand for high-performance computing and cloud infrastructure.
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Competition We believe that competitive performance in the marketplace for integrated circuits depends upon multiple factors, including technological innovation, strength of brand, diversity of product portfolio, product performance, technical support, delivery capabilities, customer service quality, reliability and price, with the relative importance of these factors varying among products, markets and customers.
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We also make extensive use of third-party subcontractors for the assembly and testing of our products. See Note 2e, Property, Plant and Equipment , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information about our held for sale facility in Penang, Malaysia.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

77 edited+17 added−12 removed132 unchanged
Biggest changeAs a result of our international operations, our business, financial condition and results of operations could be negatively impacted by, among others, the following factors: • political, legal and economic changes, crises or instability and civil unrest that may impact markets in which we do business, such as macroeconomic weakness related to trade and political disputes between the United States and Europe or China, tensions across the Taiwan Strait that may adversely affect our operations in Taiwan, our customers and the technology industry supply chain, and the ongoing conflicts between Russia and Ukraine and in Israel and the Middle East; • compliance requirements of customs and export regulations, including the Export Administration Regulations and the International Traffic and Arms Regulations; • currency conversion risks and exchange rate and interest rate fluctuations, including the potential impact of elevated interest rates; • instability of global credit and financial markets due to adverse macroeconomic conditions such as elevated inflation, high interest rates, bank failures and slower economic growth or recession that could, among other impacts, affect our ability to timely access external financing sources on acceptable terms or lead to financial difficulties or uncertainty of our customers, suppliers and distributors exposing us to late payments, cancelled orders and inventory challenges; • trade policy, commercial, travel, export or taxation disputes or restrictions, import or export tariffs, changes to export classifications or other restrictions imposed by the U.S. government or by the governments of the countries in which we do business, particularly with respect to China; • sanctions imposed by governments in countries in which we do business; • complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax, price protection, competition practices, export control, customs, immigration, anti-boycott, AI, data privacy, cyber and product security, sustainability, climate and other ESG matters, intellectual property, anti-corruption, including the Foreign Corrupt Practices Act, and environmental compliance; • economic disruption from terrorism and threats of terrorism and the response to them by the United States and its allies; • increased managerial complexities, including different employment practices and labor issues; • changes in immigration laws, regulations and procedures and enforcement practices of various government agencies; • greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; • natural disasters, public health emergencies, such as the COVID-19 pandemic, or other catastrophic events; • transportation disruptions and delays and increases in labor and transportation costs; • fluctuations in raw material costs and energy costs due to general market factors and conditions such as inflationary pressures and supply chain constraints; • greater difficulty in accounts receivable collections and longer collection periods; and • increased costs associated with our foreign defined benefit pension plans.
Biggest changeAs a result of our international operations, our business, financial condition and results of operations could be negatively impacted by, among others, the following factors: • political, legal and economic changes, crises or instability and civil unrest that may impact markets in which we do business, such as macroeconomic weakness related to trade and political disputes between the United States and Europe or China, tensions across the Taiwan Strait that may adversely affect our operations in Taiwan, our customers and the technology industry supply chain, and the ongoing conflict between Russia and Ukraine and tensions in Israel and the Middle East; • trade policy, commercial, travel, export or taxation disputes or restrictions, import, export or sector-based tariffs, changes to export classifications or other restrictions imposed by the U.S. government or by the governments of the countries in which we do business, particularly with respect to China; • compliance requirements of customs and export regulations, including the Export Administration Regulations and the International Traffic and Arms Regulations; • currency conversion risks and exchange rate and interest rate fluctuations and uncertainty; • instability of global credit and financial markets due to uncertainty and adverse macroeconomic conditions such as inflation, tariffs and trade restrictions, high interest rates, bank failures and slower economic growth or recession that could, among other impacts, affect our ability to timely access external financing sources on acceptable terms or lead to financial difficulties or uncertainty of our customers, suppliers and distributors exposing us to late payments, cancelled orders and inventory challenges; • sanctions imposed by the U.S. government or by the governments in countries in which we do business, which could adversely impact our business by preventing us from performing existing contracts, recognizing revenue, pursuing new business opportunities or receiving payment for products already supplied to customers; • complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax, price protection, competition practices, export control, customs, immigration, anti-boycott, AI, data privacy, cyber and product security, sustainability, climate and other ESG matters, intellectual property, anti-corruption, including the Foreign Corrupt Practices Act, and environmental compliance; • economic disruption from terrorism and threats of terrorism and the response to them by the United States and its allies; • increased managerial complexities, including different employment practices and labor issues; • changes in immigration laws, regulations and procedures and enforcement practices of various government agencies; • greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; • natural disasters, public health emergencies or other catastrophic events; • transportation disruptions and delays and increases in labor and transportation costs; • fluctuations in raw material costs and energy costs due to general market factors and conditions such as inflationary pressures and supply chain constraints; • greater difficulty in accounts receivable collections and longer collection periods; and • increased costs associated with our foreign defined benefit pension plans.
These restrictions have created, and these and similar restrictions may continue to create, uncertainty and caution with our current or prospective customers and may cause them to amass large inventories of our products, replace our products with products from another supplier that is not subject to the export restrictions or focus on building indigenous semiconductor capacity to reduce reliance on U.S. suppliers.
These and similar restrictions have created, and may continue to create, uncertainty and caution with our current or prospective customers and may cause them to amass large inventories of our products, replace our products with products from another supplier that is not subject to the export restrictions or focus on building indigenous semiconductor capacity to reduce reliance on U.S. suppliers.
Our semiconductor products are complex and we may be subject to warranty, indemnity or product liability claims, which could result in significant costs and damage to our reputation and adversely affect customer relationships, the market acceptance of our products and our operating results. Semiconductor products are highly complex and may contain defects that affect their quality or performance.
Our products are complex and we may be subject to warranty, indemnity or product liability claims, which could result in significant costs and damage to our reputation and adversely affect customer relationships, the market acceptance of our products and our operating results. Semiconductor products are highly complex and may contain defects that affect their quality or performance.
The market price of our common stock may be volatile, as it may be significantly affected by factors including: • global economic conditions generally; • crises in global credit, debt and financial markets; • actual or anticipated fluctuations in our revenue and operating results; • changes in financial estimates or other statements made by securities analysts or others in analyst reports or other publications, or our failure to perform in line with those estimates or statements or our published guidance; • financial results and prospects of our customers; • U.S. and foreign government actions, including with respect to trade, travel, export and taxation; • changes in market valuations of other semiconductor companies; • rumors and speculation in the press, investment community or on social media about us, our customers or other companies in our industry; • announcements by us, our customers or our competitors of significant new products, technical innovations, material transactions, acquisitions or dispositions, litigation, capital commitments, including share repurchases and dividend policies, or revised earnings estimates; • departures of key personnel; • alleged noncompliance with laws, regulations or ethics standards by us or any of our employees, officers or directors; and • negative media publicity targeting us or our suppliers, customers or competitors.
The market price of our common stock may be volatile, as it may be significantly affected by factors including: • global economic conditions generally; • U.S. and foreign government actions, including with respect to trade, travel, export and taxation; • crises in global credit, debt and financial markets; • actual or anticipated fluctuations in our revenue and operating results; • changes in financial estimates or other statements made by securities analysts or others in analyst reports or other publications, or our failure to perform in line with those estimates or statements or our published guidance; • financial results and prospects of our customers; • changes in market valuations of other semiconductor companies; • rumors and speculation in the press, investment community or on social media about us, our customers or other companies in our industry; • announcements by us, our customers or our competitors of significant new products, technical innovations, material transactions, acquisitions or dispositions, litigation, capital commitments, including share repurchases and dividend policies, or revised earnings estimates; • departures of key personnel; • alleged noncompliance with laws, regulations or ethics standards by us or any of our employees, officers or directors; and • negative media publicity targeting us or our suppliers, customers or competitors.
A number of factors may increase our future effective tax rate, including: new or revised tax laws or legislation or the interpretation of such laws or legislation by governmental authorities; increases in tax rates in various jurisdictions; variation in the mix of jurisdictions in which our profits are earned and taxed; deferred taxes arising from basis differences in investments in foreign subsidiaries; any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide; changes 20 in the valuation of our deferred tax assets and liabilities; adjustments to income taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization of assets acquired in connection with strategic transactions; decreased availability of tax deductions for stock-based compensation awards worldwide; and changes in available tax credits.
A number of factors may increase our future effective tax rate, including: new or revised tax laws or legislation or the interpretation of such laws or legislation by governmental authorities; increases in tax rates in various jurisdictions; variation in the mix of jurisdictions in which our profits are earned and taxed; deferred taxes arising from basis differences in investments in foreign subsidiaries; any adverse resolution of ongoing tax audits or adverse rulings from taxing authorities worldwide; changes in the valuation of our deferred tax assets and liabilities; adjustments to income taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including executive compensation subject to the limitations of Section 162(m) of the Internal Revenue Code and amortization of assets acquired in connection with strategic transactions; decreased availability of tax deductions for stock-based compensation awards worldwide; and changes in available tax credits.
From time to time, we are involved in various legal, administrative and regulatory proceedings, claims, demands and investigations relating to our business, including inquiries from and discussions with government entities regarding the compliance of our contracting and sales practices with laws and regulations, which may result in claims, fines or penalties with respect to commercial, product liability, intellectual property, AI, cybersecurity, privacy, data protection, antitrust, breach of contract, employment, class action, whistleblower, mergers and acquisitions and other matters.
From time to time, we are involved in various legal, administrative and regulatory proceedings, claims, demands and investigations relating to our business, including inquiries from and discussions with government entities regarding the compliance of our contracting and sales practices with laws and regulations, which may result in claims, fines or penalties with respect to commercial, trade, product liability, intellectual property, AI, cybersecurity, privacy, data protection, antitrust, breach of contract, employment, class action, whistleblower, mergers and acquisitions and other matters.
Any prolonged inability to utilize one of our manufacturing facilities, or those of our subcontractors or third-party wafer fabrication foundries, or to access key raw materials, utilities and equipment as a result of fire, flood, natural disaster, unavailability of utilities or otherwise, could result in a temporary or permanent loss of customers for affected products, which could have a material adverse effect on our results of operations and financial condition.
Any prolonged inability to utilize one of our manufacturing facilities, or those of our subcontractors or third-party wafer fabrication foundries, or to access key raw materials, utilities and equipment as a result of fire, flood, natural disaster, unavailability of utilities or otherwise, could result in a temporary or permanent loss of customers for affected products, which could have a material adverse effect on our results of operations, financial condition and reputation.
We rely, and plan to continue to rely, on third-party suppliers and service providers, including raw material and components suppliers, semiconductor wafer foundries, assembly and test contractors and freight carriers (collectively, vendors), in manufacturing and shipping our products. This reliance involves several risks, including reduced control over availability, capacity utilization, delivery schedules, manufacturing yields, costs and supply chain allocations.
We rely, and plan to continue to rely, on third-party suppliers and service providers, including raw material and components suppliers, semiconductor wafer foundries, assembly and test contractors and freight carriers (collectively, vendors), in manufacturing and shipping our products. This reliance involves several risks, including reduced control over availability, pricing, capacity utilization, delivery schedules, manufacturing yields, costs and supply chain allocations.
We could also be subject to litigation or arbitration disputes arising under our contractual obligations, customer indemnity, warranty or product liability claims, or other matters that could lead to significant costs and expenses as we defend those claims or pay damage awards. 18 Further, the semiconductor industry is characterized by frequent claims and litigation involving patent and other intellectual property rights.
We could also be subject to litigation or arbitration disputes arising under our contractual obligations, customer indemnity, warranty or product liability claims, or other matters that could lead to significant costs and expenses as we defend those claims or pay damage awards. Further, the semiconductor industry is characterized by frequent claims and litigation involving patent and other intellectual property rights.
These problems may divert our technical and other resources from other product development efforts and could result in claims against us by our customers or others, including liability for costs and expenses associated with product defects, including recalls, which may adversely impact our reputation and operating results. We may also be subject to customer intellectual property indemnity claims.
These problems may divert our technical and other resources from other product development efforts and could result in claims against us by our customers or others, including liability for costs and expenses associated with product defects, including recalls, which may adversely impact our reputation and operating results. We may also be subject to customer intellectual 16 property indemnity claims.
Further, we sell to customers in industries such as automotive (including autonomous vehicles), aerospace, defense and healthcare, where failure of the systems in which our products are integrated could cause damage to property or persons. We may be subject to product liability claims if our products, or the integration of our products, cause system failures.
Further, we sell to customers in industries such as automotive (including autonomous vehicles), aerospace, defense, healthcare and industrial, where failure of the systems in which our products are integrated could cause damage to property or persons. We may be subject to product liability claims if our products, or the integration of our products, cause system failures.
As we grow, including from the integration of employees and businesses 14 acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.
As we grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.
The foregoing risks may be exacerbated in times of macroeconomic uncertainty, including as a result of elevated inflation, high interest rates, bank failures and slower economic growth or recession. Incorrect forecasts, or reductions, cancellations or delays in orders for our products, could adversely affect our operating results.
The foregoing risks may be exacerbated in times of macroeconomic uncertainty, including as a result of tariffs, elevated inflation, high interest rates, bank failures and slower economic growth or recession. Incorrect forecasts, or reductions, cancellations or delays in orders for our products, could adversely affect our operating results.
As additional jurisdictions enact such legislation, our effective tax rate and cash tax payments could increase. Risks Related to Financial Markets, Indebtedness and Capital Return We have substantial existing indebtedness and the ability to incur significant additional indebtedness, which could limit our operations and our use of our cash flow and negatively impact our credit ratings.
As additional jurisdictions enact such legislation, our effective tax rate and cash tax payments could increase. 22 Risks Related to Indebtedness, Financial Markets and Capital Return We have substantial existing indebtedness and the ability to incur significant additional indebtedness, which could limit our operations and our use of our cash flow and negatively impact our credit ratings.
Moreover, the laws of foreign countries in which we design, manufacture, market and sell our products may afford little or no effective protection of our intellectual property. 17 There can be no assurance that the claims allowed in our issued patents will be sufficiently broad to protect our technology.
Moreover, the laws of foreign countries in which we design, manufacture, market and sell our products may afford little or no effective protection of our intellectual property. There can be no assurance that the claims allowed in our issued patents will be sufficiently broad to protect our technology.
If we are unable to comply with these requirements, or if personnel critical to our performance of these contracts are unable to obtain or maintain their security clearances, we may be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue. Damage to our reputation can damage our business.
If we are unable to comply with these requirements, or if personnel critical to our performance of these contracts are unable to obtain or maintain their security clearances, we may be unable to perform these contracts or compete for other projects of this nature, which could adversely affect our revenue. 21 Damage to our reputation can damage our business.
In addition, the semiconductor market has historically been cyclical and subject to significant economic upturns and downturns. Our business and certain of the end markets we serve are also subject to rapid technological changes and material fluctuations in demand based on end-user preferences.
In addition, the semiconductor market has historically been cyclical and subject to significant economic upturns and downturns. Our business and certain of the end markets we serve are also subject to rapid technological changes and material 15 fluctuations in demand based on end-user preferences.
Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may be materially affected by a number of factors, including: • the effects of adverse economic or geopolitical conditions in the markets in which we sell our products, including inflationary pressures, which has resulted, and may continue to result, in increased interest rates, fuel prices, wages and other costs; • changes in customer demand or order patterns for our products or for end products that incorporate our products; • the timing, delay, reduction or cancellation of significant customer orders and our ability to manage inventory; • our ability to accurately forecast distributor demand for our products; • future distributor pricing credits or stock rotation rights; • our ability to effectively manage our cost structure in both the short term and over a longer duration; • changes in geographic, product or customer mix; • changes in our effective tax rates, adverse tax decisions or new or revised tax legislation in the United States, Ireland or worldwide; • the effects of issued, threatened or retaliatory government sanctions, trade barriers or economic restrictions; changes in law, regulations or other restrictions, including executive orders; and changes in import and export regulations, including restrictions on exports to certain companies or to third parties that do business with such companies, export classifications, or duties and tariffs, including with respect to China; • the timing of new product announcements or introductions, including products that may incorporate, or are based upon, software or AI technology, by us, our customers or our competitors and the market acceptance of such products; • pricing decisions and competitive pricing pressures; • fluctuations in manufacturing yields, adequate availability of wafers and other raw materials, and manufacturing, assembly and test capacity; • the ability of our third-party suppliers, subcontractors and manufacturers to supply us with sufficient quantities of raw materials, products and components; • a decline in infrastructure spending by foreign governments, including China; • political changes in the United States, including those related to the incoming administration and executive offices of the U.S. government, a decline in the U.S. government defense budget, changes in spending or budgetary priorities, a prolonged U.S. government shutdown or delays in contract awards; • a decline in our backlog; • our ability to recruit, hire, retain and motivate adequate numbers of engineers and other qualified employees to meet the demands of our customers; • our ability to generate new design opportunities and win competitive bid selection processes; • the increasing costs of providing employee benefits worldwide, including health insurance, retirement and pension plan contributions and other retirement benefits; • our ability to utilize our manufacturing facilities at efficient levels; • fluctuations in foreign currency exchange rates; • litigation-related costs or product liability, warranty and indemnity claims, including those not covered by our suppliers or insurers; • the difficulties inherent in forecasting future operating expense levels, including with respect to costs associated with labor, utilities, transportation and raw materials; 13 • the costs related to compliance with increasing worldwide complex government regulations and legal standards and requirements, including those related to ESG matters; • new accounting pronouncements or changes in existing accounting standards and practices; and • the effects of public health emergencies, civil unrest, natural disasters or other severe weather events, widespread travel disruptions, security risks, terrorist activities, international conflicts and other events beyond our control.
Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may be materially affected by a number of factors, including: • the effects of adverse economic or geopolitical conditions in the markets in which we sell our products, including inflationary pressures, which has resulted, and may continue to result, in increased interest rates, fuel prices, wages and other costs; • changes in customer demand or order patterns for our products or for end products that incorporate our products; • the timing, delay, reduction or cancellation of significant customer orders and our ability to manage inventory; • our ability to accurately forecast distributor demand for our products; • future distributor pricing credits or stock rotation rights; • our ability to effectively manage our cost structure in both the short term and over a longer duration; • changes in geographic, product or customer mix; • changes in our effective tax rates, adverse tax decisions or new or revised tax legislation in the United States, Ireland or worldwide, including changes related to the One Big Beautiful Bill Act; • the effects of issued, threatened or retaliatory government sanctions or economic restrictions; changes in law, regulations or other restrictions, including executive orders; and changes in import and export regulations, including restrictions on exports to certain companies or to third parties that do business with such companies, export classifications, tariffs, duties or trade barriers, including with respect to China; • the timing of new product announcements or introductions, including products that may incorporate, or are based upon, software or AI technology, by us, our customers or our competitors and the market acceptance of such products; • pricing decisions and competitive pricing pressures; • fluctuations in manufacturing yields, adequate availability of wafers and other raw materials, and manufacturing, assembly and test capacity; • the ability of our third-party suppliers, subcontractors and manufacturers to supply us with sufficient quantities of raw materials, products and components; • a decline in infrastructure spending by foreign governments, including China; • political changes in the United States, including those related to the current U.S. administration and executive offices of the U.S. government, a decline in the U.S. government defense budget, changes in spending or budgetary priorities, a prolonged U.S. government shutdown or delays in contract awards; • a decline in our backlog; • our ability to recruit, hire, retain and motivate adequate numbers of engineers and other qualified employees to meet the demands of our customers; • our ability to generate new design opportunities and win competitive bid selection processes; • the increasing costs of providing employee benefits worldwide, including health insurance, retirement and pension plan contributions and other retirement benefits; • our ability to utilize our manufacturing facilities at efficient levels; • fluctuations in foreign currency exchange rates; • litigation-related costs or product liability, warranty and indemnity claims, including those not covered by our suppliers or insurers; • the difficulties inherent in forecasting future operating expense levels, including with respect to costs associated with labor, utilities, transportation and raw materials; • the costs related to compliance with increasing worldwide complex government regulations and legal standards and requirements, including those related to ESG matters; • new accounting pronouncements or changes in existing accounting standards and practices; and • the effects of public health emergencies, civil unrest, natural disasters or other severe weather events, widespread travel disruptions, security risks, terrorist activities, international conflicts and other events beyond our control.
Purchasers that acquire our products via the gray market or through other unauthorized channels may resell or otherwise use our products for purposes for which they were not intended or that may be contrary to our ethical, legal and regulatory obligations.
Purchasers that acquire our products via the gray market or through other unauthorized channels may resell or otherwise use our products 13 for purposes for which they were not intended or that may be contrary to our ethical, legal and regulatory obligations.
For example, changes in U.S.-China relations, the political environment or international trade policies could result in further revisions to laws or regulations or their interpretation and enforcement, increased taxation, trade sanctions, the imposition of import or export duties and tariffs, restrictions on imports or exports, currency revaluations or retaliatory actions, which have had and may continue to have an adverse effect on our business plans and operating results.
For example, changes in U.S.-China relations, the political environment or international trade policies could result in further revisions to laws or regulations or their interpretation and enforcement, increased taxation, trade sanctions, the imposition of 11 additional import or export duties and tariffs, restrictions on imports or exports, currency revaluations or retaliatory actions, which have had and may continue to have an adverse effect on our business plans and operating results.
Our use of AI may also increase vulnerability to cybersecurity risks, including through unauthorized use or misuse of AI tools and bad inputs or logic or the introduction of malicious code incorporated into AI 16 generated code.
Our use of AI may also increase vulnerability to cybersecurity risks, including through unauthorized use or misuse of AI tools and bad inputs or logic or the introduction of malicious code incorporated into AI generated code.
In addition, we had the ability to incur approximately $2.0 billion of additional indebtedness in direct borrowings under our outstanding commercial paper facility based on amounts available under our unsecured revolving credit facility that were not being used to backstop our outstanding commercial paper balance.
In addition, we had the ability to incur approximately $2.6 billion of additional indebtedness in direct borrowings under our outstanding commercial paper facility based on amounts available under our unsecured revolving credit facility that were not being used to backstop our outstanding commercial paper balance.
Our future success depends, in part, on our ability to protect our intellectual property. We primarily rely on patent, mask work, copyright, trademark and trade secret laws, as well as nondisclosure agreements, information security practices and other methods, to protect our proprietary information, technologies and processes.
Our future success depends, in part, on our ability to protect our intellectual property. We primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements, information security practices and other methods, to protect our proprietary information, technologies and processes.
Further, we are subject to, and are under tax examination and audit in various jurisdictions, including an IRS income tax audit for the fiscal years ended October 30, 2021, November 2, 2019 (fiscal 2019) and November 3, 2018; a pre-Acquisition IRS income tax audit for Maxim Integrated Products, Inc.’s (Maxim) fiscal years ended June 27, 2015 through August 26, 2021; and various U.S. state and local tax audits and international audits, including an Irish corporate tax audit for fiscal 2019.
Further, we are subject to, and are under tax examination and audit in various jurisdictions, including an IRS income tax audit for the fiscal years ended October 30, 2021, November 2, 2019 (fiscal 2019) and November 3, 2018; an IRS income tax audit for Maxim Integrated Products, Inc.’s fiscal years ended June 27, 2015 through August 26, 2021; and various U.S. state and local tax audits and international audits, including an Irish corporate tax audit for fiscal 2021.
In addition, the use of AI in the development of our products and services, or by our customers in end products that incorporate our products, could cause loss of intellectual property, or subject us to risks related to intellectual property infringement or misappropriation, data privacy or cybersecurity.
In addition, the use of AI in the development of our products and services, in our business operations or by our customers in end products that incorporate our products, could cause loss of intellectual property, or subject us to risks related to intellectual property infringement or misappropriation, data privacy or cybersecurity.
For example, the Organization for Economic Cooperation and Development’s (OECD) Base Erosion and Profit Sharing Plans, which implement a minimum global effective tax rate of 15%, will apply to us beginning in fiscal year 2025. We continue to monitor potential impacts related to this legislation as countries implement it and the OECD provides additional guidance.
For example, the Organization for Economic Cooperation and Development’s (OECD) Base Erosion and Profit Sharing Plans, which implement a minimum global effective tax rate of 15%, applied to us beginning in fiscal year 2025. We continue to monitor potential impacts related to this legislation as countries implement it and the OECD provides additional guidance.
In other instances, we manufacture product based on non-binding forecasts of customer demands, which may fluctuate significantly on a quarterly or annual basis and at times may prove to be inaccurate.
In other instances, we manufacture products based on non-binding forecasts of customer demands, which may fluctuate significantly on a quarterly or annual basis and at times may prove to be inaccurate.
In addition, our success may be adversely affected by China’s continuously evolving policies, laws and regulations, including those relating to imports and exports, antitrust, AI, cybersecurity, data protection and data privacy, the environment, indigenous innovation, the promotion of a domestic semiconductor industry, intellectual property rights and enforcement and protection of those rights.
In addition, our success may be adversely affected by China’s continuously evolving policies, laws and regulations, including those relating to imports and exports, rare earth materials, antitrust, AI, cybersecurity, data protection and data privacy, the environment, indigenous innovation, the promotion of a domestic semiconductor industry, intellectual property rights and enforcement and protection of those rights.
We do not believe that the IRA will materially impact our effective tax rate. Corporate tax reform, anti-base-erosion rules and tax transparency continue to be high legislative or regulatory priorities in many jurisdictions.
We do not believe that the minimum tax provided by the IRA will materially impact our effective tax rate. Corporate tax reform, anti-base-erosion rules and tax transparency continue to be high legislative or regulatory priorities in many jurisdictions.
Even if patents are granted, we may not be able to effectively enforce our rights. If our patents and mask works do not adequately protect our technology, or if our registrations expire prior to end of life of our products, our competitors may be able to offer products similar to ours.
Even if patents are granted, we may not be able to effectively enforce our rights. If our patents do not adequately protect our technology, or if our registrations expire prior to end of life of our products, our competitors may be able to offer products similar to ours.
Any failure to control such materials adequately or to comply with existing or future EHS statutory or regulatory standards, requirements or contractual obligations could result in any of the following, each of which could have a material adverse effect on our business and operating results: • liability for damages and remediation; 19 • the imposition of regulatory penalties and civil and criminal fines; • the suspension or termination of the development, manufacture, sale or use of certain of our products; • changes to our manufacturing processes or a need to substitute materials that may cost more or be less available; • damage to our reputation; or • increased expenses associated with compliance.
Any failure to control these materials adequately or to comply with existing or future EHS statutory or regulatory standards, requirements or contractual obligations could result in any of the following, each of which could have a material adverse effect on our business and operating results: • liability for damages and remediation; • the imposition of regulatory penalties and civil and criminal fines; • the suspension or termination of the development, manufacture, sale or use of certain of our products; • changes to our manufacturing processes or a need to substitute materials that may cost more or be less available; • disruption to our operations and our ability to generate revenues; • damage to our reputation; or • increased expenses associated with compliance.
Our effective tax rate for the fiscal year ended November 2, 2024 was below the U.S. federal statutory rate of 21%. This is primarily due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.
Our effective tax rate for the fiscal year ended November 1, 2025 was below the U.S. federal statutory rate of 21%. This is primarily due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.
If our ESG practices fail to meet our or the evolving expectations of investors, customers, employees or other stakeholders, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us.
If our ESG practices fail to meet our or the evolving and sometimes differing expectations of investors, customers, employees or other stakeholders, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may not continue to do business with us.
A prolonged disruption at, or inability to utilize, one or more of our or our third parties’ manufacturing facilities, loss of raw materials or damage to our or our third parties’ manufacturing equipment for any reason, including due to natural or man-made disasters, civil unrest or other events outside of our control, such as widespread outbreaks of illness, or the failure to maintain our labor force at one or more of these facilities, may disrupt our operations, delay production, shipments and revenue and result in us being unable to timely satisfy customer demand.
A prolonged disruption, shut-down or inability to utilize one or more of our or our third parties’ manufacturing facilities due to natural or man-made disasters, cybersecurity incidents, civil unrest or other events outside of our control, such as loss of raw materials or damage to our or our third parties’ manufacturing equipment, widespread outbreaks of illness, or the failure to maintain our labor force at one or more of these facilities, may disrupt our operations, delay production, shipments and revenue and result in us being unable to timely satisfy customer demand.
In addition, global climate change may result in certain natural disasters or other severe weather events occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, extreme temperatures and flooding, and could disrupt the availability of water necessary for the operation of our fabrication 22 facilities.
In addition, global climate change may result in certain natural disasters or other severe weather events occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, extreme temperatures and flooding, and could disrupt the availability of water necessary for the operation of our fabrication facilities and otherwise adversely impact our results of operations.
In addition, if our credit ratings are downgraded or put on watch for a potential downgrade, the applicable interest rate on borrowings under our current revolving credit facility and commercial paper issuances may rise and our ability to obtain additional financing or refinance our existing debt may be negatively affected. 21 Restrictions in our revolving credit facility and outstanding debt instruments may limit our activities.
In addition, if our credit ratings are downgraded or put on watch for a potential downgrade, the applicable interest rate on borrowings under our current revolving credit facility and commercial paper issuances may rise and our ability to obtain additional financing or refinance our existing debt may be negatively affected.
As a result, we may incur inventory and manufacturing costs in advance of anticipated sales, and we are subject to the risk of lower-than-expected orders or cancellations of orders, leading to a sharp reduction of sales and backlog.
As a result of these and other factors, we often incur inventory and manufacturing costs in advance of anticipated sales, and we are subject to the risk of lower-than-expected orders or cancellations of orders, leading to a sharp reduction in sales and backlog.
Acquisitions also involve a number of challenges and risks, including: • diversion of management’s attention in connection with both negotiating the transaction and integrating the acquired assets and businesses; • difficulty or delay integrating acquired technologies, operations, processes, policies, procedures, systems, technologies, infrastructure and personnel with our existing businesses; • strain on managerial and operational resources as management oversees larger or more complex operations; • future funding requirements for acquired companies, including research and development costs, employee compensation and benefits, and operating expenses, which may be significant; • servicing significant debt that may be incurred in connection with acquisitions; • potential loss of key employees; • exposure to unforeseen liabilities or regulatory compliance issues of acquired companies; • higher than expected or unexpected acquisition or integration costs; • difficulty realizing expected cost savings, operating synergies and growth prospects of an acquisition in a timely manner or at all; and • increased risk of costly and time-consuming legal proceedings.
Acquisitions also involve a number of challenges and risks, including: • diversion of management’s attention in connection with both negotiating the transaction and integrating the acquired assets and businesses; • difficulty or delay integrating acquired technologies, operations, processes, policies, procedures, systems, technologies, infrastructure and personnel with our existing businesses; • strain on managerial and operational resources as management oversees larger or more complex operations; • future funding requirements for acquired companies, including research and development costs, employee compensation and benefits, and operating expenses, which may be significant; • servicing significant debt that may be incurred in connection with acquisitions; • potential loss of key employees; • exposure to unforeseen liabilities or regulatory compliance issues of acquired companies; • higher than expected or unexpected acquisition or integration costs; • difficulty realizing expected cost savings, operating synergies and growth prospects of an acquisition in a timely manner or at all; and • increased risk of costly and time-consuming legal proceedings. 17 If we are unable to successfully address these risks, we may not realize some or all of the expected benefits of our acquisitions, which may have an adverse effect on our business strategy, plans and operating results.
Environmental, social and governance matters may have an adverse effect on our business, financial condition and results of operations, and damage our brand and reputation.
Expectations, requirements and attention to environmental, social and governance matters may have an adverse effect on our business, financial condition and results of operations, and damage our brand and reputation.
We market and sell our products directly and through third-party distributors. In the past, certain of our products have been, and there is a risk that our products may continue to be, diverted from our authorized distribution channels and sold on the “gray market” in ways that are not in accordance with our established agreements, controls, policies and procedures.
In the past, certain of our products have been, and there is a risk that our products may continue to be, diverted from our authorized distribution channels and sold on the “gray market” in ways that are not in accordance with our established agreements, controls, policies and procedures.
The loss of key personnel or the inability to attract, timely hire and retain key employees with critical technical skills to achieve our strategy, including as a result of changes to immigration policies, and the increased uncertainty surrounding such policies in light of the incoming administration’s expected immigration agenda, could cause business disruptions, increased expenses to address any disruptions and could have a material adverse effect on our business.
The loss of key personnel or the inability to attract, timely hire and retain key employees with critical technical skills to achieve our strategy, including as a result of changes to immigration policies, could cause business disruptions, increased expenses to comply with such policies and address any disruptions and could have a material adverse effect on our business.
If we are not able to meet our U.S. cash requirements through operations, borrowings under our current revolving credit facility, issuances under our commercial paper program, future debt or equity offerings or other sources of cash obtained at an acceptable cost, it may be necessary for us to consider repatriation of earnings that are indefinitely reinvested, and we may be required to pay additional taxes under current tax laws, which could have a material adverse effect on our results of operations and financial condition.
If we are not able to meet our U.S. cash requirements through operations, borrowings under our current revolving credit facility, issuances under our commercial paper program, future debt or equity offerings or other sources of cash obtained at an acceptable cost, it may be necessary for us to consider repatriation of earnings that are indefinitely reinvested, and we may be required to pay additional taxes under current tax laws, which could have a material adverse effect on our results of operations and financial condition. 23 General Risk Factors Our results of operations could be affected by natural disasters or other catastrophic events in the locations in which we or our key partners operate.
Our continued success depends to a significant extent upon the recruitment, retention and effective succession of our key personnel, including our leadership team, management and technical personnel, particularly our experienced engineers. The competition for these employees is intense and the labor market is tight.
Our continued success depends to a significant extent upon the recruitment, retention and effective succession of our key personnel, including our leadership team, management and technical personnel, particularly our experienced engineers. The competition for these employees is intense and the labor market is tight, which may be exacerbated by changes to U.S. immigration policies.
Acquisitions, investments and technology licenses are challenging to complete for a number of reasons, including difficulties in identifying potential targets, the cost of potential transactions, competition among prospective buyers and licensees, the need for regulatory approvals, and difficulties related to integration efforts.
Acquisitions, investments and technology licenses are challenging to complete for a number of reasons, including difficulties in identifying potential targets, the cost of potential transactions, competition among prospective buyers and licensees, the need for regulatory approvals, and difficulties related to integration efforts. In addition, investments in companies are subject to risk of a partial or total loss of our investment.
As a result, we could forgo revenue opportunities, potentially lose market share and damage our customer relationships, all of which could materially and adversely affect our business, financial condition and results of operations. Our operating results are dependent on the performance of independent distributors.
As a result, we could forgo revenue opportunities, potentially lose market share and damage our customer relationships, all of which could materially and adversely affect our business, reputation, financial condition and results of operations.
We face intense competition in the semiconductor industry, and we expect this competition to increase in the future, including from companies located outside of the United States.
We may not be able to compete successfully in markets within the semiconductor industry in the future. We face intense competition in the semiconductor industry, and we expect this competition to increase in the future, including from companies located outside of the United States.
If we do not adapt our strategy or execution quickly enough to meet evolving regulatory requirements or the expectations of our investors, customers, employees, regulators or other stakeholders, or if our ESG disclosures, including data input, processing and reporting, are incomplete or inaccurate, our business, financial condition, results of operations, brand and reputation could be adversely affected.
If we do not adapt our strategy or execute quickly enough to meet changing regulatory requirements or the expectations of our investors, customers, employees, regulators or other stakeholders, or if our ESG disclosures, including data input, processing and reporting, are incomplete or inaccurate, our business, financial condition, results of operations, brand and reputation could be adversely affected. 20 We are subject to environment, health and safety standards and hazards which have the potential to adversely affect our business, increase our expenses and adversely affect our reputation.
We are continuing to evaluate the impact of these restrictions on our business, but these actions may have direct and indirect adverse impacts on our revenues and results of operations in China and elsewhere.
We continue to evaluate the impact of these restrictions on our business as they are updated and expanded, and we expect that they may continue to have direct and indirect adverse impacts on our revenues and results of operations in China and elsewhere.
The stock market has historically experienced volatility, especially within the semiconductor industry, that often has been unrelated to the performance of particular companies, such as the response to elevated inflation and high interest rates. These market fluctuations may cause our stock price to fall regardless of our operating results.
The stock market has historically experienced volatility, especially within the semiconductor industry, that often has been unrelated to the performance of particular companies, such as the response to recently announced tariffs and other trade restrictions. These market fluctuations have, and may in the future, cause our stock price to fall regardless of our operating results.
If additional or replacement vendors are not available, we may also experience delays in product development or shipment which could, in turn, result in reputational harm or the temporary or permanent loss of customers, and as a result could adversely affect our business and results of operations. 11 Our industry faces challenges associated with products diverted from authorized distribution channels, which could result in reputational harm and have a material adverse effect on our business and results of operations.
If additional or replacement vendors are not available, we may also experience delays in product development or shipment which could, in turn, result in reputational harm or the temporary or permanent loss of customers, and as a result could adversely affect our business and results of operations.
Our future success depends upon our ability to execute our business strategy, continue to innovate, improve our existing products, design, develop, produce and market new products and identify and enter new markets.
These situations could have a material adverse effect on our reputation and business and operating results. Our future success depends upon our ability to execute our business strategy, continue to innovate, improve our existing products, design, develop, produce and market new products and identify and enter new markets.
The costs of compliance with, and other burdens imposed by, the GDPR, CCPA and similar laws may limit the use and adoption of our products and services and require us to incur substantial compliance costs, which could have an adverse impact on our business.
Since the CCPA was enacted, several other states, including Oregon and Texas, have enacted or are in the process of enacting comprehensive privacy schemes. 19 The costs of compliance with, and other burdens imposed by, the GDPR, CCPA and similar laws may limit the use and adoption of our products and services and require us to incur substantial compliance costs, which could have an adverse impact on our business.
We do not maintain any key person life insurance policy on any of our officers or other employees. The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for key executives, could seriously harm our business and results of operations.
We do not maintain any key person life insurance policy on any of our officers or other employees. The loss of members of our leadership team, and failure to successfully execute succession plans for our leadership team, could also harm our business and results of operations.
This instability could result in manufacturing delays and product shortages, which could have a material adverse effect on our operating results. 15 Risks Related to Acquisitions and Strategic Transactions To remain competitive, we may need to invest in or acquire other companies, purchase or license technology from third parties, or enter into other strategic transactions in order to introduce new products or enhance our existing products.
Risks Related to Acquisitions and Strategic Transactions To remain competitive, we may need to invest in or acquire other companies, purchase or license technology from third parties, or enter into other strategic transactions in order to introduce new products or enhance our existing products.
There is an increasing focus from regulators, investors, customers, employees and potential talent, as well as other stakeholders, concerning ESG matters, including climate change and sustainability, human rights, support for local communities, Board of Directors’ and employee diversity, human capital management, employee health and safety practices, product quality, worker rights, supply chain management and corporate governance and transparency.
ESG matters, including climate change and sustainability, human rights, support for local communities, workforce diversity, human capital management, employee health and safety practices, product quality, workers’ rights, supply chain management and corporate governance and transparency, continue to receive significant attention from a wide range of stakeholders, including regulators, investors, customers, employees and potential talent.
In addition to leveraging an outsourcing model for certain manufacturing operations, we also rely on our internal manufacturing operations located in the United States, Ireland, the Philippines, Thailand and Malaysia.
A prolonged disruption of our or our third parties’ manufacturing operations could have a material adverse effect on our business, financial condition and results of operations. In addition to leveraging an outsourcing model for certain manufacturing operations, we also rely on our internal manufacturing operations located in the United States, Ireland, the Philippines, Thailand and Malaysia.
Any inability to satisfy customer quality and reliability standards or comply with industry and regulatory standards and technical requirements may adversely affect demand for our products and our results of operations. 12 Our growth is also dependent on our ability to identify and penetrate new markets where we have limited experience yet require significant investments, resources and technological advancements in order to compete effectively, and there can be no assurance that we will achieve success in these markets.
Our growth is also dependent on our ability to identify and penetrate new markets where we have limited experience yet require significant investments, resources and technological advancements in order to compete effectively, and there can be no assurance that we will achieve success in these markets.
In addition, if our revenue, gross margins, operating results, net income and earnings per share results or expectations do not meet the expectations of securities analysts or investors, the market price of our common stock may decline. We may not be able to compete successfully in markets within the semiconductor industry in the future.
In addition, if our revenue, gross margins, operating results, net income and earnings per share results or expectations do not meet the expectations of securities analysts or investors, the market price of our common stock may decline. If we are unable to recruit or retain our key personnel, our ability to execute our business strategy will be adversely affected.
As of November 2, 2024, we had approximately $7.6 billion in outstanding indebtedness, including $0.5 billion of short-term commercial paper.
As of November 1, 2025, we had approximately $8.6 billion in outstanding indebtedness, including $446.6 million of short-term commercial paper.
Sales to third-party distributors accounted for approximately 58% of our revenue in the year ended November 2, 2024. These independent distributors generally represent product lines offered by several companies and thus could reduce their sales efforts for our products. Further, our distributors could terminate their representation of us with little advance notice.
Our operating results are dependent on the performance of independent distributors. Sales to third-party distributors accounted for approximately 56% of our revenue in the year ended November 1, 2025. These independent distributors generally represent product lines offered by several companies and thus could reduce their sales 12 efforts for our products.
The demand for our products may vary based on market conditions in our major end markets. Demand in these end markets can fluctuate significantly based upon, for example, consumer spending, consumer preferences, the development of new technologies and macroeconomic conditions.
Demand in these end markets can fluctuate significantly based upon, for example, consumer spending, consumer preferences, the development of new technologies and macroeconomic conditions, including impacts related to tariffs and other trade restrictions.
We are increasingly incorporating AI capabilities into the development of technologies and our business operations and into our products and services. The development and deployment of AI involves significant competitive, legal, regulatory and other risks.
We incorporate AI capabilities across our technologies, business operations, products and services to enhance performance and drive smarter, more efficient solutions. The development and deployment of AI involves significant competitive, legal, regulatory and other risks.
In addition, investments in companies are subject to a risk of a partial or total loss of our investment. Both in the United States and abroad, governmental regulation of acquisitions, including antitrust and other regulatory reviews and approvals, has become more complex, increasing the costs and risks of undertaking, and may prevent us from consummating, significant acquisitions.
Both in the United States and abroad, governmental regulation of acquisitions, including antitrust and other regulatory reviews and approvals, has become more complex, increasing the costs and risks of undertaking, and may prevent us from consummating, significant acquisitions. In order to finance a potential transaction, we may need to raise additional funds by issuing securities or borrowing money.
Current and prospective investors are increasingly utilizing ESG data to inform their decisions, including investment and voting decisions, using a multitude of evolving score and rating frameworks. Further, customers utilize ESG data to inform their purchasing decisions.
Certain current and prospective investors continue to utilize ESG data to inform their strategies, including investment and voting decisions, using a multitude of evolving scoring and rating frameworks. Further, certain customers utilize ESG data to inform their purchasing decisions. Additionally, public interest and legislative and regulatory pressure related to companies’ ESG practices continue to evolve.
For example, in August 2022, the CHIPS and Science Act of 2022 (CHIPS Act) was signed into law to provide financial incentives to the U.S. semiconductor industry.
For example, in August 2022, the CHIPS and Science Act of 2022 (CHIPS Act) was signed into law to provide financial incentives to the U.S. semiconductor industry. Government incentives, including any that may be offered in connection with the CHIPS Act, may not be available to us on acceptable terms or at all.
We are required to estimate the effects of returns and allowances provided to distributors and record revenue at the time of sale to the distributor. If our estimates of such credits and rights are materially understated, it could cause subsequent adjustments that negatively impact our revenues and gross profits in a future period.
If our estimates of such liabilities are materially understated, it could cause subsequent adjustments that negatively impact our revenues and gross profits in a future period.
The markets for semiconductor products are cyclical, and increased production may lead to overcapacity and lower prices, and conversely, we may not be able to satisfy unexpected demand for our products. The cyclical nature of the semiconductor industry has resulted in periods when demand for our products has increased or decreased rapidly.
Any of these impacts or changes could materially and adversely affect our business, financial condition and results of operations. The markets for semiconductor products are cyclical, and increased production may lead to overcapacity and lower prices, and conversely, we may not be able to satisfy unexpected demand for our products.
Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may materially fluctuate.
Consolidation among our competitors could lead to a changing competitive landscape, which could negatively impact our competitive position and market share and harm our results of operations. 14 Our future revenue, gross margins, operating results, net income and earnings per share are difficult to predict and may materially fluctuate.
While we have significant expertise in semiconductor manufacturing, it is possible that some processes could become unstable.
While we have significant expertise in semiconductor manufacturing, it is possible that some processes could become unstable. This instability could result in manufacturing delays and product shortages, which could have a material adverse effect on our operating results.
Governments around the world have adopted, and may continue to adopt, laws and regulations related to AI, including the European Union’s AI Act, and several U.S. government agencies have increased investigations and enforcement efforts related to the use of AI technology, which could increase our compliance costs and limit our ability to use AI in the development of our products and services.
Investigations and enforcement efforts related to the use of AI technology could increase our compliance costs and restrict our ability to use AI in the development of our products and services.
The California Privacy Rights Act expands the CCPA and establishes the California Privacy Protection Agency to enforce Californians’ privacy rights under the CCPA. Since the CCPA was enacted, other states, including Virginia and Colorado, have enacted or are in the process of enacting comprehensive privacy schemes.
The California Privacy Rights Act expands the CCPA and establishes the California Privacy Protection Agency to enforce Californians’ privacy rights under the CCPA.
In certain instances, one of our vendors may be the sole source of highly specialized processing services or materials.
Further, the imposition of tariffs or other trade restrictions may significantly increase the costs, and otherwise adversely impact the availability, of certain raw materials and supplies that we need to operate. In certain instances, one of our vendors may be the sole source of highly specialized processing services or materials.
Further, public attention to environmental and social responsibility remains high, and our customers routinely include stringent environmental and other standards in their contracts with us. It is expected that there will be changes to EHS laws or regulations by the incoming administration, but the impacts of any such changes on us are not currently known.
Further, public attention to environmental and social responsibility remains high, and our customers routinely include stringent environmental and other standards in their contracts with us.
Termination of a significant distributor or a group of distributors, whether at our initiative or the distributor’s initiative or through consolidation in the distribution industry, could disrupt our business, and if we are unable to find suitable replacements with the appropriate scale and resources, our operating results could be adversely affected.
Further, if we are unable to find suitable replacements with the appropriate scale and resources, our operating results could be adversely affected. We are required to estimate the effects of variable consideration including price protection and stock rotation provided to distributors and record revenue at the time of sale to the distributor.
This will require us to align our programs to such expectations and disclose an increasing amount of information and data to illustrate our position and progress and to support our customers to comply with regulations and other requirements.
This may require us to align our programs to such expectations and disclose specific qualitative and quantitative information to demonstrate our position and progress and support our customers’ regulatory compliance.
In addition, governments and regulatory bodies may inquire into our processes to mitigate risks related to product diversion. For example, during 2024, we participated in an inquiry from the U.S. Senate Permanent Subcommittee on Investigations related to the unauthorized misuse of U.S. chips in Russian weapon systems.
In addition, governments and regulatory bodies may inquire into our processes to mitigate risks related to product diversion.
The incoming administration has 10 indicated that it intends to impose or significantly increase tariffs on imports to the United States, which could exacerbate many of these issues. In addition, expanded export restrictions limit our ability to sell to certain Chinese companies and to third parties that do business with those companies.
In addition, export restrictions limit our ability to sell to certain Chinese companies and to third parties that do business with those companies. These restrictions, which have continued to expand over the past several years, have impacted our revenues and results of operations in China and elsewhere.
Removed
These situations could have a material adverse effect on our reputation and business and operating results. A prolonged disruption of our or our third parties’ manufacturing operations could have a material adverse effect on our business, financial condition and results of operations.
Added
Recently announced and future tariffs and other trade restrictions could materially and adversely affect our business, financial condition and results of operations. In 2025, the U.S. government announced a series of tariffs, including tariffs targeting a broad range of imports and targeted tariffs on goods from specific countries and industries.
Removed
Government incentives, including any that may be offered in connection with the CHIPS Act, may not be available to us on acceptable terms or at all, and to the extent that the incoming administration modifies or repeals the CHIPS Act, the availability of any such incentives may be even less certain.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−1 removed11 unchanged
Biggest changeThe prevention, detection, mitigation and remediation of cybersecurity incidents is accomplished pursuant to various policies, procedures and processes, including our incident response and recovery plan and the other elements of our enterprise security program described above under “Risk Management and Strategy.” These measures include escalation protocols through which the Cybersecurity Steering Committee is informed about cybersecurity and incidents by our CISO.
Biggest changeBoth our CISO and our CIO have extensive experience in assessing and managing cybersecurity programs and risk management through serving in various senior roles in information technology and cybersecurity and holding multiple industry-recognized certifications. 25 The prevention, detection, mitigation and remediation of cybersecurity incidents is accomplished pursuant to various policies, procedures and processes, including our incident response and recovery plan and the other elements of our enterprise security program described above under “Risk Management and Strategy.” These measures include escalation protocols through which the Cybersecurity Steering Committee is informed about cybersecurity and incidents by our CISO.
Our policies, procedures and practices include, but are not limited to: • identifying critical assets and high-risk threats and analyzing identified risks to determine the potential impact on the organization and the likelihood of occurrence; • cybersecurity detection, controls and remediation practices, including vulnerability assessments, penetration testing and tabletop exercises; • an incident response and recovery plan that includes escalation protocols, procedures for containment of incidents and investigation and remediation procedures; • installation of and regular updates to antivirus software on all company managed systems and workstations to detect and prevent malicious code from impacting our systems; • conducting regular workforce trainings for employees to identify cybersecurity concerns and educate employees on potential risks and best practices; 23 • evaluating the effectiveness of our program by performing internal assessments; • periodic external audits by an independent third party to test for the adequacy of, and compliance with, controls and standards; and • regular collaboration with leading global security providers, intelligence and law enforcement communities and industry peers to exchange information on trends and best practices in order to address new and evolving cybersecurity risks.
Our policies, procedures and practices include, but are not limited to: • identifying critical assets and high-risk threats and analyzing identified risks to determine the potential impact on the organization and the likelihood of occurrence; • cybersecurity detection, controls and remediation practices, including vulnerability assessments, penetration testing and tabletop exercises; • an incident response and recovery plan that includes escalation protocols, procedures for containment of incidents and investigation and remediation procedures; • installation of and regular updates to antivirus software on all company managed systems and workstations to detect and prevent malicious code from impacting our systems; • conducting regular workforce trainings for employees to identify cybersecurity concerns and educate employees on potential risks and best practices; • evaluating the effectiveness of our program by performing internal assessments; • periodic external audits by an independent third party to test for the adequacy of, and compliance with, controls and standards; and • regular collaboration with leading global security providers, intelligence and law enforcement communities and industry peers to exchange information on trends and best practices in order to address new and evolving cybersecurity risks.
We have in place a third-party risk management program to evaluate the cyber postures of our critical partners’ who handle the Company’s sensitive data in order to identify, monitor and address material cybersecurity risks that may arise from such third-party relationships.
We have in place a third-party risk management program to evaluate the cyber postures of our critical partners who handle the Company’s sensitive data in order to identify, monitor and address material cybersecurity risks that may arise from such third-party relationships.
In addition, our Chief Compliance and Risk Officer, who oversees our overall enterprise risk management and compliance programs and chairs our Enterprise Risk Management Committee, provides regular reports to the full Board, including periodic updates on risk management. 24
In addition, our Chief Compliance and Risk Officer, who oversees our overall enterprise risk management and compliance programs and chairs our Enterprise Risk Management Committee, provides regular reports to the full Board, including periodic updates on risk management. 26
The Cybersecurity Steering Committee is charged with overseeing the management of our enterprise security program, including reviewing and prioritizing cybersecurity risks, monitoring potential incidents, establishing key mitigation initiatives, overseeing cybersecurity governance and promoting and supporting cybersecurity best practices. The Cybersecurity Steering Committee is chaired by our CISO, who reports to our CIO.
The Cybersecurity Steering Committee is charged with overseeing the management of our enterprise security program, including reviewing and prioritizing cybersecurity risks, monitoring potential incidents, establishing key mitigation initiatives, overseeing cybersecurity governance and promoting and supporting cybersecurity best practices. The Cybersecurity Steering Committee is chaired by our CISO.
Removed
Both our CISO and our CIO have extensive experience in assessing and managing cybersecurity programs and risk management through serving in various senior roles in information technology and cybersecurity, serving on external Boards of Directors and holding multiple industry-recognized certifications.

Item 2. Properties

Properties — owned and leased real estate

4 edited+1 added−0 removed3 unchanged
Biggest changeSan Jose, CA Engineering, sales, marketing and administrative offices 441,000 sq. ft. Chonburi Province, Thailand Wafer probe and testing, warehouse, engineering and administrative offices 194,000 sq. ft. Chelmsford, MA Final assembly of certain module and subsystem-level products, testing, engineering and administrative offices 174,000 sq. ft. Camas, WA Wafer fabrication 97,000 sq. ft. Lease Properties Approximate Termination Leased: Use Total Sq.
Biggest changePenang, Malaysia (1) (2) Wafer probe and testing, assembly and engineering offices 697,000 sq. ft. Beaverton, OR Wafer fabrication, engineering and administrative offices 458,000 sq. ft. San Jose, CA Engineering, sales, marketing and administrative offices 441,000 sq. ft. Chelmsford, MA Final assembly of certain module and subsystem-level products, testing, engineering and administrative offices 237,000 sq. ft.
For information concerning our obligations under all operating leases, see Note 9, Leases , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K. 25
For information concerning our obligations under all operating leases, see Note 7, Leases , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K. 27
(fiscal year) Renewals Bangalore, India Engineering and administrative offices 175,000 sq. ft. 2027 1, five-yr. period Durham, NC Testing, engineering, and administrative offices 156,000 sq. ft. 2035 2, five-yr. periods San Jose, CA Manufacturing, marketing and administrative offices 102,000 sq. ft. 2033 1, five-yr. period (1) Leases on the land used for this owned facility expire in 2054 through 2057.
Lease Properties Approximate Termination Leased: Use Total Sq. Ft. (fiscal year) Renewals Bangalore, India Engineering and administrative offices 175,000 sq. ft. 2027 1, five-yr. period Durham, NC Testing, engineering, and administrative offices 156,000 sq. ft. 2035 2, five-yr. periods (1) Leases on the land used for this owned facility expire in 2054 through 2057.
Wilmington, MA Corporate headquarters, wafer fabrication, testing, engineering, sales, marketing and administrative offices 826,000 sq. ft. Limerick, Ireland Wafer fabrication, wafer probe and testing, warehouse and distribution, engineering and administrative offices 708,500 sq. ft. Penang, Malaysia (1) Wafer probe and testing, assembly and engineering offices 697,000 sq. ft. Beaverton, OR Wafer fabrication, engineering and administrative offices 458,000 sq. ft.
Wilmington, MA Corporate headquarters, wafer fabrication, testing, engineering, sales, marketing and administrative offices 826,000 sq. ft. Chonburi Province, Thailand Wafer probe and testing, warehouse, engineering and administrative offices 744,000 sq. ft. Limerick, Ireland Wafer fabrication, wafer probe and testing, warehouse and distribution, engineering and administrative offices 708,500 sq. ft.
Added
(2) For further information concerning our held for sale assets at the Penang, Malaysia facility, see Note 2e, Property, Plant and Equipment, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−1 removed1 unchanged
Biggest changeAs to such claims and litigation, we can give no assurance that we will prevail. We do not believe that any current legal matters will have a material adverse effect on our financial position, results of operations or cash flows.
Biggest changeAs to such claims and litigation, we can give no assurance that we will prevail. We do not believe that any current legal matters will have a material adverse effect on our financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 28 PART II
Removed
For information regarding material pending legal proceedings in which we are involved, see Note 10, Commitments and Contingencies of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−0 removed2 unchanged
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs August 4, 2024 through August 31, 2024 143,269 $ 219.84 95,944 $ 1,712,491,367 September 1, 2024 through September 28, 2024 109,336 $ 223.90 102,240 $ 1,689,594,092 September 29, 2024 through November 2, 2024 169,648 $ 227.53 163,568 $ 1,652,367,857 Total 422,253 $ 223.98 361,752 $ 1,652,367,857 _______________________________________ (1) Includes 60,501 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.
Biggest changePeriod Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs August 3, 2025 through August 30, 2025 1,019,618 $ 235.55 911,058 $ 10,079,668,663 August 31, 2025 through September 27, 2025 755,288 $ 247.02 746,876 $ 9,895,164,780 September 28, 2025 through November 1, 2025 1,040,641 $ 239.82 1,010,838 $ 9,652,678,988 Total 2,815,547 $ 240.20 2,668,772 $ 9,652,678,988 _______________________________________ (1) Includes an aggregate of 146,775 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.
Issuer Purchases of Equity Securities The table below summarizes the activity related to stock repurchases for the three months ended November 2, 2024. We have an ongoing authorization, originally approved by our Board of Directors in 2004, and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions.
Issuer Purchases of Equity Securities The table below summarizes the activity related to stock repurchases for the three months ended November 1, 2025. We have an ongoing authorization, originally approved by our Board of Directors in 2004, and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions.
(2) The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock prices at the vesting dates which are used to calculate the number of shares to be withheld. 27 Comparative Stock Performance Graph The following graph compares cumulative total shareholder return on our common stock since November 2, 2019 with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the S&P Semiconductors Index.
(2) The average price paid for shares in connection with vesting of restricted stock units/awards are averages of the closing stock prices at the vesting dates which are used to calculate the number of shares to be withheld. 29 Comparative Stock Performance Graph The following graph compares cumulative total shareholder return on our common stock since October 31, 2020 with the cumulative total return of the Standard & Poor’s (S&P) 500 Index and the S&P Semiconductors Index.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on The Nasdaq Global Select Market under the symbol ADI. The number of holders of record of our common stock at November 22, 2024 was 2,230.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on The Nasdaq Global Select Market under the symbol ADI. The number of holders of record of our common stock at November 21, 2025 was 2,142.
The dividend will be paid on December 20, 2024 to all shareholders of record at the close of business on December 9, 2024 and is expected to total approximately $456.6 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors.
The dividend will be paid on December 22, 2025 to all shareholders of record at the close of business on December 8, 2025 and is expected to total approximately $484.8 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors.
This graph assumes the investment of $100 on November 2, 2019 in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested. Measurement points are the last trading day for each respective fiscal year. ITEM 6. RESERVED 28
This graph assumes the investment of $100 on October 31, 2020 in our common stock, the S&P 500 Index and the S&P Semiconductors Index and assumes all dividends are reinvested. Measurement points are the last trading day for each respective fiscal year. ITEM 6. RESERVED 30
As of November 2, 2024, the Company had repurchased a total of approximately 207.7 million shares of its common stock for approximately $15.0 billion under our share repurchase program. An additional $1.7 billion remains available for repurchase of shares under the current authorized program.
As of November 1, 2025, the Company had repurchased a total of approximately 216.5 million shares of its common stock for approximately $17.0 billion under our share repurchase program. An additional $9.7 billion remains available for repurchase of shares under the current authorized program.
This number does not include shareholders for whom shares are held in a “nominee” or “street” name. On November 1, 2024, the last reported sales price of our common stock on The Nasdaq Global Select Market was $225.48 per share. On November 25, 2024, our Board of Directors declared a cash dividend of $0.92 per outstanding share of common stock.
This number does not include shareholders for whom shares are held in a “nominee” or “street” name. On October 31, 2025, the last reported sales price of our common stock on The Nasdaq Global Select Market was $234.13 per share. On November 24, 2025, our Board of Directors declared a cash dividend of $0.99 per outstanding share of common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 43 Consolidated Statements of Income 43 Consolidated Statements of Comprehensive Income 44 Consolidated Balance Sheets 45 Consolidated Statements of Shareholders ’ Equity 46 Consolidated Statements of Cash Flows 47 Notes to Consolidated Financial Statements 48
Biggest changeFinancial Statements and Supplementary Data 44 Consolidated Statements of Income 44 Consolidated Statements of Comprehensive Income 45 Consolidated Balance Sheets 46 Consolidated Statements of Shareholders ’ Equity 47 Consolidated Statements of Cash Flows 48 Notes to Consolidated Financial Statements 49
Item 6. Reserved 28 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 39 Report of Independent Registered Public Accounting Firm 41 Item 8.
Item 6. Reserved 30 Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 40 Report of Independent Registered Public Accounting Firm 42 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResearch and Development (R&D) Fiscal Year 2024 over 2023 2024 2023 $ Change % Change R&D expenses $ 1,487,863 $ 1,660,194 $ (172,331) (10) % R&D expenses as a % of revenue 16 % 13 % R&D expenses decreased in fiscal 2024 as compared to fiscal 2023 primarily as a result of lower R&D employee related variable compensation expenses, partially offset by the impact of an additional week of operations in fiscal 2024 as compared to fiscal 2023. 30 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.
Biggest changeR&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.
(2) Commitments related to certain investments in venture funds directed to our strategic areas of targeted growth in digital biology, life sciences and sustainability, among others. (3) Tax obligation relates to the one-time tax on deemed repatriated earnings under the Tax Cuts and Jobs Act. (4) Certain of our operating lease obligations include escalation clauses.
(2) Commitments related to certain investments in venture funds directed to our strategic areas of targeted growth in digital biology, life sciences and sustainability, among others. 36 (3) Tax obligation relates to the one-time tax on deemed repatriated earnings under the Tax Cuts and Jobs Act. (4) Certain of our operating lease obligations include escalation clauses.
Unsatisfied performance obligations primarily represent contracts for products with future delivery dates and with an original expected duration of one year or less. We generally warrant that our products will meet their published specifications, and that we will repair or replace defective products, for one year from the date title passes from us to the customer.
Unsatisfied performance obligations primarily represent contracts for products with future delivery dates and with an original expected duration of one year or less. We generally warrant that our products will meet their 37 published specifications, and that we will repair or replace defective products, for one year from the date title passes from us to the customer.
A change in these factors could 37 result in the recognition of an increase or decrease to our income tax provision, which could materially impact our consolidated financial position and results of operations. In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain.
A change in these factors could result in the recognition of an increase or decrease to our income tax provision, which could materially impact our consolidated financial position and results of operations. In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain.
The majority of our shipping terms permit us to recognize revenue at point of shipment or delivery. Certain shipping terms require the goods to be through customs or be received by the customer before title passes. In those instances, we defer the revenue recognized until title and control of the promised goods 35 have passed to the customer.
The majority of our shipping terms permit us to recognize revenue at point of shipment or delivery. Certain shipping terms require the goods to be through customs or be received by the customer before title passes. In those instances, we defer the revenue recognized until title and control of the promised goods have passed to the customer.
Additionally, we consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. We determine the fair value of our reporting units using a weighting of the income and market approaches.
Additionally, we consider income tax effects from any tax deductible goodwill on the carrying amount of our reporting unit when measuring the goodwill impairment loss, if applicable. We determine the fair value of our reporting unit using a weighting of the income and market approaches.
If fair value is determined to be less than carrying value, an impairment loss is recognized for the amount of the carrying value that exceeds the amount of the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
If fair value is determined to be less 38 than carrying value, an impairment loss is recognized for the amount of the carrying value that exceeds the amount of the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
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.
We may borrow under the Revolving Credit Agreement 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.
See Note 2s, New Accounting Pronouncements, of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our financial condition and results of operations.
See Note 2s, New Accounting Pronouncements, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for a description of recently issued and adopted accounting pronouncements, including the dates of adoption and impact on our financial condition and results of operations.
If we elect not to use this option, or we determine that it is more likely than not that the fair value of a reporting unit is less than its net book value, then we perform the quantitative goodwill impairment test.
If we elect not to use this option, or we determine that it is more likely than not that the fair value of our reporting unit is less than its net book value, then we perform the quantitative goodwill impairment test.
Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October. Fiscal 2024 was a 53-week fiscal period, while fiscal 2023 was a 52-week fiscal period. The additional week in fiscal 2024 is included in the first quarter ended February 3, 2024.
Our fiscal year is the 52-week or 53-week period ending on the Saturday closest to the last day in October. Fiscal 2025 was a 52-week fiscal period, while fiscal 2024 was a 53-week fiscal period. The additional week in fiscal 2024 was included in the first quarter ended February 3, 2024.
In all periods presented, the predominant regions comprising “Rest of North and South America” are Canada and Mexico; the predominant regions comprising “Europe” are Germany, Sweden, Israel and the Netherlands; and the predominant regions comprising “Rest of Asia” are Taiwan, Malaysia, South Korea and Singapore.
In all periods presented, the predominant regions comprising “Rest of North and South America” are Mexico and Canada; the predominant regions comprising “Europe” are Germany, the Netherlands, France and Israel; and the predominant regions comprising “Rest of Asia” are Taiwan, South Korea, Malaysia and Singapore.
As a percentage of total revenue, the decrease in the distributor channel is primarily due to the decrease in revenue in our Industrial end market. Revenue Trends by Geographic Region Geographic revenue information for fiscal 2024 and fiscal 2023 reflects the geographic location of the distributors or OEMs who purchased the Company’s products.
As a percentage of total revenue, the decrease in the distributor channel is primarily due to the decrease in the percentage of revenue from our Industrial end market. Revenue Trends by Geographic Region Geographic revenue information for fiscal 2025 and fiscal 2024 reflects the geographic location of the distributors or OEMs who purchased the Company’s products.
Liquidity and Capital Resources At November 2, 2024, our principal source of liquidity was $2.4 billion of cash, cash equivalents and short-term investments, of which approximately $1.3 billion was held in the United States, with the balance held outside the United States in various foreign subsidiaries.
Liquidity and Capital Resources At November 1, 2025, our principal source of liquidity was $3.7 billion of cash, cash equivalents and short-term investments, of which approximately $2.4 billion was held in the United States, with the balance held outside the United States in various foreign subsidiaries.
When using the qualitative method, we consider several factors, including the following: 36 – the amount by which the fair values of each reporting unit exceeded their carrying values as of the date of the most recent quantitative impairment analysis, which indicated there would need to be substantial negative developments in the markets in which these reporting units operate in order for there to be potential impairment; – the carrying values of these reporting units as of the assessment date compared to their previously calculated fair values as of the date of the most recent quantitative impairment analysis; – the current forecasts as compared to the forecasts included in the most recent quantitative impairment analysis; – public information from competitors and other industry information to determine if there were any significant adverse trends in our competitors’ businesses; – changes in the value of major U.S. stock indices that could suggest declines in overall market stability that could impact the valuation of our reporting units; – changes in our market capitalization and overall enterprise valuation to determine if there were any significant decreases that could be an indication that the valuation of our reporting units had significantly decreased; and – whether there had been any significant increases to the weighted-average cost of capital rates for each reporting unit, which could materially lower our prior valuation conclusions under a discounted cash flow approach.
When using the qualitative method, we consider several factors, including the following: – the amount by which the fair value of our reporting unit exceeded its carrying value as of the date of the most recent quantitative impairment analysis, which indicated there would need to be substantial negative developments in the markets in which our reporting unit operates in order for there to be potential impairment; – the carrying value of our reporting unit as of the assessment date compared to the previously calculated fair value as of the date of the most recent quantitative impairment analysis; – the current forecasts as compared to the forecasts included in the most recent quantitative impairment analysis; – public information from competitors and other industry information to determine if there were any significant adverse trends in our competitors’ businesses; – changes in the value of major U.S. stock indices that could suggest declines in overall market stability that could impact the valuation of our reporting unit; – changes in our market capitalization and overall enterprise valuation to determine if there were any significant decreases that could be an indication that the valuation of our reporting unit had significantly decreased; and – whether there had been any significant increases to the weighted-average cost of capital rates used, which could materially lower our prior valuation conclusions under a discounted cash flow approach.
For fiscal 2024 and fiscal 2023 our pretax income was primarily generated in Ireland at a tax rate of 12.5%.
For fiscal 2025 and fiscal 2024 our pretax income was primarily generated in Ireland at a tax rate of 12.5%.
Under this method we utilize information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values.
Under this method we utilize information from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain the respective fair value.
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.
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 $3.0 billion outstanding at any time, with maturities of up to 397 days from the date of issuance.
See Note 12, Income Taxes , of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further discussion.
See Note 10, Income Taxes , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further discussion.
Inventory decreased in fiscal 2024 as compared to fiscal 2023, 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.
Inventory increased in fiscal 2025 as compared to fiscal 2024, 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.
Significant changes during the year in enacted tax law could affect these estimates. See Note 12, Income Taxes , of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further discussion. 38
Significant changes during the year in enacted tax law could affect these estimates. See Note 10, Income Taxes , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further discussion. 39
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 November 25, 2024, our Board of Directors declared a cash dividend of $0.92 per outstanding share of common stock.
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 November 24, 2025, our Board of Directors declared a cash dividend of $0.99 per outstanding share of common stock.
For discussion on results of operations and financial condition for fiscal 2023 and the fiscal year ended October 29, 2022 (fiscal 2022) and year-over-year comparisons between fiscal 2023 and fiscal 2022, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for fiscal 2023 filed with the Securities and Exchange Commission on November 21, 2023.
For discussion on results of operations and financial condition for fiscal 2024 and the fiscal year ended October 28, 2023 (fiscal 2023) and year-over-year comparisons between fiscal 2024 and fiscal 2023, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for fiscal 2024 filed with the Securities and Exchange Commission on November 26, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (all tabular amounts in thousands except per share amounts) The following discussion includes results of operations and financial condition for the fiscal year ended November 2, 2024 (fiscal 2024) and the fiscal year ended October 28, 2023 (fiscal 2023) and year-over-year comparisons between fiscal 2024 and fiscal 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (all tabular amounts in thousands except per share amounts) The following discussion includes results of operations and financial condition for the fiscal year ended November 1, 2025 (fiscal 2025) and the fiscal year ended November 2, 2024 (fiscal 2024) and year-over-year comparisons between fiscal 2025 and fiscal 2024.
As of November 2, 2024, we had $547.7 million of outstanding borrowings under the commercial paper program recorded in the Consolidated Balance Sheet. We intend to 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.
As of November 1, 2025, we had $446.6 million of outstanding borrowings under the commercial paper program recorded in the Consolidated Balance Sheet. We intend to 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.
The dividend will be paid on December 20, 2024 to all shareholders of record at the close of business on December 9, 2024 and is expected to total approximately $456.6 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors.
The dividend will be paid on December 22, 2025 to all shareholders of record at the close of business on December 8, 2025 and is expected to total approximately $484.8 million. We currently expect quarterly dividends to continue in future periods, although they remain subject to determination and declaration by our Board of Directors.
The decrease in cash used for investing activities during fiscal 2024 as compared to fiscal 2023 was primarily the result of a decrease in cash used for capital expenditures, partially offset by the net impact of purchases and maturities of short-term investments during fiscal 2024.
The change in cash used for investing activities during fiscal 2025 as compared to fiscal 2024 was primarily the result of the net impact of purchases and maturities of available-for-sale investments, partially offset by a decrease in cash used for capital expenditures.
As of November 2, 2024, we were compliant with these covenants. See Note 14, Debt of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further information on our outstanding debt.
As of November 1, 2025, we were compliant with these covenants. See Note 12, Debt of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on our outstanding debt.
As of November 2, 2024, our total liabilities associated with uncertain tax positions was $185.8 million, which are included in non-current income taxes payable in our Consolidated Balance Sheets contained in Item 8 of this Annual Report on Form 10-K.
As of November 1, 2025, our total liabilities associated with uncertain tax positions was $199.7 million, which are included in non-current income taxes payable in our Consolidated Balance Sheets contained in Part II, Item 8 of this Annual Report on Form 10-K.
The decrease in accounts receivable for fiscal 2024 compared to fiscal 2023 was primarily the result of variations in the timing of collections and billings and decreased revenue levels in the fourth quarter of fiscal 2024 as compared to the fourth quarter of fiscal 2023.
The increase in accounts receivable for fiscal 2025 compared to fiscal 2024 was primarily the result of variations in the timing of collections and billings and increased revenue levels in the fourth quarter of fiscal 2025 as compared to the fourth quarter of fiscal 2024.
Current liabilities decreased to $3.0 billion at November 2, 2024 from $3.2 billion recorded at the end of fiscal 2023, primarily due to decreases in accrued liabilities and current debt, partially offset by increases in income taxes payable.
Current liabilities increased to $3.2 billion at November 1, 2025 from $3.0 billion recorded at the end of fiscal 2024, primarily due to increases in accrued liabilities and income taxes payable, partially offset by a decrease in current debt.
The quantitative goodwill impairment test requires an entity to compare the fair value of a reporting unit with its carrying amount.
The quantitative goodwill impairment test requires us to compare the fair value of our reporting unit with its carrying amount.
See Note 13, Revolving Credit Facility , of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K for further information on our revolving credit facility. 33 Debt As of November 2, 2024, we had approximately $7.0 billion of carrying value outstanding on our senior notes.
See Note 11, Revolving Credit Facility, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on our revolving credit facility. 35 Debt As of November 1, 2025, we had approximately $8.1 billion of carrying value outstanding on our senior notes.
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.
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.
Fiscal Year 2024 2023 Net cash provided by operating activities $ 3,852,529 $ 4,817,634 Net cash provided by operating activities as a % of revenue 41 % 39 % Net cash used for investing activities $ (1,104,858) $ (1,266,385) Net cash used for financing activities $ (1,714,390) $ (4,063,760) The following changes contributed to the net change in cash and cash equivalents from fiscal 2023 to fiscal 2024. 32 Operating Activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities.
Fiscal Year 2025 2024 Net cash provided by operating activities $ 4,812,202 $ 3,852,529 Net cash provided by operating activities as a % of revenue 44 % 41 % Net cash used for investing activities $ (1,321,521) $ (1,104,858) Net cash used for financing activities $ (2,982,617) $ (1,714,390) The following changes contributed to the net change in cash and cash equivalents from fiscal 2024 to fiscal 2025. 34 Operating Activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities.
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 November 2, 2024, we were in compliance with these covenants.
In addition, the Revolving Credit Agreement contains an interest coverage covenant which requires the ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) to consolidated interest charges to be greater than 3.0 to 1.0. As of November 1, 2025, we were in compliance with these covenants.
Revolving Credit Facility Our Third Amended and Restated Revolving Credit Agreement, dated as of June 23, 2021, with Bank of America N.A. as administrative agent and the other banks identified therein as lenders, which was subsequently amended on December 20, 2022 and July 24, 2023 (as amended, 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).
Revolving Credit Facility Our Fourth Amended and Restated Revolving Credit Agreement, dated as of April 11, 2025, with Bank of America N.A. as administrative agent and the other banks identified therein as lenders (the Revolving Credit Agreement) provides for a five year unsecured revolving credit facility in an aggregate principal amount not to exceed $3.0 billion (subject to certain terms and conditions).
Amortization of Intangibles Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Amortization expenses $ 754,784 $ 959,618 $ (204,834) (21) % Amortization expenses as a % of revenue 8 % 8 % Amortization expenses decreased in fiscal 2024 as compared to fiscal 2023, primarily as a result of a portion of our acquired intangible assets becoming fully amortized during fiscal 2023.
Amortization of Intangibles Fiscal Year 2025 2024 $ Change % Change Amortization expenses $ 749,662 $ 754,784 $ (5,122) (1) % Amortization expenses as a % of revenue 7 % 8 % Amortization expenses decreased in fiscal 2025 as compared to fiscal 2024, primarily as a result of a portion of our acquired intangible assets becoming fully amortized.
In order to assess the reasonableness of the calculated reporting unit fair values, we reconcile the aggregate fair values of our reporting units determined, as described above, to our total company market capitalization, allowing for a reasonable control premium.
In order to assess the reasonableness of the calculated reporting unit fair value, we reconcile the fair value of our reporting unit determined, as described above, to our total company market capitalization, allowing for a reasonable control premium. During fiscal 2025, we used a combination of the quantitative and qualitative methods of assessing goodwill.
The decrease in cash provided by operating activities during fiscal 2024 as compared to fiscal 2023 was primarily a result of lower net income adjusted for noncash items partially 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 provided by operating activities during fiscal 2025 as compared to fiscal 2024 was primarily a result of higher net income adjusted for noncash items and changes in working capital. Investing Activities Investing cash flows generally consist of purchases of property, plant and equipment, available-for-sale investments and acquisitions of other businesses.
Therefore, fiscal 2024 includes an additional week of operations as compared to fiscal 2023.
Therefore, fiscal 2025 includes one less week of operations as compared to fiscal 2024.
Capital Expenditures Net additions to property, plant and equipment were $730.5 million in fiscal 2024 as we invested to enhance our global resiliency and continue to diversify our global manufacturing footprint. We expect capital expenditures for fiscal 2025 to be between approximately 4% and 6% of fiscal 2025 revenue.
Capital Expenditures Net additions to property, plant and equipment were $533.6 million in fiscal 2025. We expect capital expenditures for fiscal 2026 to be between approximately 4% and 6% of fiscal 2026 revenue.
Working Capital Fiscal Year 2024 2023 $ Change % Change Accounts receivable, net $ 1,336,331 $ 1,469,734 $ (133,403) (9) % Days sales outstanding (1) 54 48 Inventory $ 1,447,687 $ 1,642,214 $ (194,527) (12) % Days cost of sales in inventory (1) 139 125 _______________________________________ (1) We use the average of the current year and prior year ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
Working Capital Fiscal Year 2025 2024 $ Change % Change Accounts receivable, net $ 1,436,075 $ 1,336,331 $ 99,744 7 % Days sales outstanding (1) 46 54 Inventory $ 1,656,323 $ 1,447,687 $ 208,636 14 % Days cost of sales in inventory (1) 133 139 _______________________________________ (1) We use the average of the current year and prior year ending net accounts receivable and ending inventory balance in our calculation of days sales outstanding and days cost of sales in inventory, respectively.
Total revenue decreased in fiscal 2024 as compared to fiscal 2023 in all regions due to weaker macroeconomic conditions as discussed above under the heading Revenue Trends by End Market.
Total revenue increased in fiscal 2025 as compared to fiscal 2024 in most regions due to broad-based demand increases as discussed above under the heading Revenue Trends by End Market.
During fiscal 2024 and fiscal 2023, we elected to use the qualitative method of assessing goodwill for all of our reporting units. In all periods presented, we concluded the reporting units’ fair values exceeded their carrying amounts as of the assessment dates and no risk of impairment existed.
During fiscal 2024, we used the qualitative method of assessing goodwill. In all periods presented, we concluded the reporting unit fair values exceeded their carrying amounts as of the assessment dates and no risk of impairment existed. Accounting for Income Taxes We make certain estimates and judgments in determining income tax expense for financial statement purposes.
Net Income Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Net income $ 1,635,273 $ 3,314,579 $ (1,679,306) (51) % Net income, as a % of revenue 17.3 % 26.9 % Diluted EPS $ 3.28 $ 6.55 $ (3.27) (50) % The decrease in net income in fiscal 2024 as compared to fiscal 2023 was a result of a $1,790.3 million decrease in operating income and a $40.3 million increase in nonoperating expense, partially offset by a $151.4 million decrease in provision for income taxes.
Net Income Fiscal Year 2025 2024 $ Change % Change Net income $ 2,267,342 $ 1,635,273 $ 632,069 39 % Net income, as a % of revenue 20.6 % 17.3 % Diluted EPS $ 4.56 $ 3.28 $ 1.28 39 % The increase in net income in fiscal 2025 as compared to fiscal 2024 was a result of a $899.7 million increase in operating income and a $35.1 million decrease in nonoperating expense, partially offset by a $302.7 million increase in provision for income taxes.
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 (OEMs).
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 (OEMs). Other customers include the U.S. government, government prime contractors and certain commercial 31 customers for which revenue is recorded over time.
Nonoperating Expense (Income) Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Nonoperating expense (income) $ 255,458 $ 215,109 $ 40,349 19 % The year-over-year increase in nonoperating expense in fiscal 2024 as compared to fiscal 2023 was primarily the result of higher interest expense related to our debt obligations and lower net gains from other investments, partially offset by higher interest income. 31 Provision for Income Taxes Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Provision for income taxes $ 142,067 $ 293,424 $ (151,357) (52) % Effective income tax rate 8.0 % 8.1 % Our effective tax rates for fiscal 2024 and fiscal 2023 were below the U.S. statutory rate of 21% due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.
Nonoperating Expense (Income) Fiscal Year 2025 2024 $ Change % Change Nonoperating expense (income) $ 220,384 $ 255,458 $ (35,074) (14) % The year-over-year decrease in nonoperating expense in fiscal 2025 as compared to fiscal 2024 was primarily the result of higher interest income from higher cash, cash equivalents and short-term investments balances during fiscal 2025. 33 Provision for Income Taxes Fiscal Year 2025 2024 $ Change % Change Provision for income taxes $ 444,770 $ 142,067 $ 302,703 213 % Effective income tax rate 16.4 % 8.0 % Our effective tax rates for fiscal 2025 and fiscal 2024 were below the U.S. statutory rate of 21% due to lower statutory tax rates applicable to our operations in the foreign jurisdictions in which we earn income.
Under the program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when the full dollar amount of the authorization has been used to repurchase shares under the program.
Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when the full dollar amount of the authorization has been used to repurchase shares under the program. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.
Selling, Marketing, General and Administrative (SMG&A) Fiscal Year 2024 over 2023 2024 2023 $ Change % Change SMG&A expenses $ 1,068,640 $ 1,273,584 $ (204,944) (16) % SMG&A expenses as a % of revenue 11 % 10 % SMG&A expenses decreased in fiscal 2024 as compared to fiscal 2023, primarily as a result of lower variable compensation expenses, SMG&A employee related salary and benefit expenses and discretionary spending.
Selling, Marketing, General and Administrative (SMG&A) Fiscal Year 2025 2024 $ Change % Change SMG&A expenses $ 1,255,339 $ 1,068,640 $ 186,699 17 % SMG&A expenses as a % of revenue 11 % 11 % SMG&A expenses increased in fiscal 2025 as compared to fiscal 2024, primarily as a result of higher SMG&A employee related variable compensation expenses and salary and benefit expenses, partially offset by an additional week of operations in fiscal 2024 as compared to fiscal 2025.
Results of Operations Overview Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Revenue $ 9,427,157 $ 12,305,539 $ (2,878,382) (23) % Gross margin % 57.1 % 64.0 % Net income $ 1,635,273 $ 3,314,579 $ (1,679,306) (51) % Net income as a % of revenue 17.3 % 26.9 % Diluted EPS $ 3.28 $ 6.55 $ (3.27) (50) % Revenue Trends by End Market The following table summarizes revenue by end market.
Results of Operations Overview Fiscal Year 2025 2024 $ Change % Change Revenue $ 11,019,707 $ 9,427,157 $ 1,592,550 17 % Gross margin % 61.5 % 57.1 % Net income $ 2,267,342 $ 1,635,273 $ 632,069 39 % Net income as a % of revenue 20.6 % 17.3 % Diluted EPS $ 4.56 $ 3.28 $ 1.28 39 % Revenue Trends by End Market The following table summarizes revenue by end market.
The decrease in cash used for financing activities during fiscal 2024 as compared to fiscal 2023 was primarily the result of lower common stock repurchases.
The increase in cash used for financing activities during fiscal 2025 as compared to fiscal 2024 was primarily the result of increased common stock repurchases and dividend payments to shareholders, partially offset by the net proceeds from our debt obligations.
Special Charges, Net Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Special charges, net $ 37,258 $ 160,710 $ (123,452) (77) % Special charges, net as a % of revenue — % 1 % Special charges, net decreased in fiscal 2024 as compared to fiscal 2023, primarily due to decreased charges related to our Q4 2023 Plan.
Special Charges, Net Fiscal Year 2025 2024 $ Change % Change Special charges, net $ 69,980 $ 37,258 $ 32,722 88 % Special charges, net as a % of revenue 1 % — % Special charges, net increased in fiscal 2025 as compared to fiscal 2024, primarily due to increased charges related to our Global Repositioning Actions.
As of November 2, 2024, $1.7 billion remained available for repurchase under the current authorized program. The repurchased shares are held as authorized but unissued shares of common stock. Future repurchases of common stock will be dependent upon our financial position, results of operations, outlook, liquidity and other factors we deem relevant.
Stock Repurchase Program As of November 1, 2025, our Board of Directors had authorized us to repurchase $26.7 billion of our common stock under our common stock repurchase program and $9.7 billion remained available for repurchases under the current authorized program. Repurchased shares are held as authorized but unissued shares of common stock.
We test goodwill for impairment at the reporting unit level, which we determined is consistent with our identified operating segments, on an annual basis on the first day of the fourth quarter (on or about August 4 th ) or more frequently if we believe indicators of impairment exist or we reorganize our operating segments or reporting units.
We test goodwill on an annual basis on the first day of the fourth quarter (August 3, 2025 in fiscal 2025) or more frequently if indicators of impairment exist or we reorganize our business.
The Automotive and Consumer end markets declined to a lesser extent as demand weakened driven by reduced consumer spending. Revenue by Sales Channel The following table summarizes revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website.
These increases were partially offset by the impact of an additional week of operations in fiscal 2024 as compared to fiscal 2025. Revenue by Sales Channel The following table summarizes revenue by sales channel. We sell our products globally through a direct sales force, third-party distributors, independent sales representatives and via our website.
Other customers include the U.S. government, government prime contractors and certain commercial customers for which revenue is recorded over time. 29 Fiscal 2024 Fiscal 2023 Revenue % of Total Revenue (1) Revenue % of Total Revenue (1) Distributors $ 5,505,779 58 % $ 7,534,894 61 % Direct customers 3,772,945 40 % 4,603,166 37 % Other 148,433 2 % 167,479 1 % Total Revenue $ 9,427,157 100 % $ 12,305,539 100 % _______________________________________ (1) The sum of the individual percentages may not equal the total due to rounding.
Fiscal 2025 Fiscal 2024 Revenue % of Total Revenue (1) Revenue % of Total Revenue (1) Distributors $ 6,144,819 56 % $ 5,505,779 58 % Direct customers 4,718,993 43 % 3,772,945 40 % Other 155,895 1 % 148,433 2 % Total Revenue $ 11,019,707 100 % $ 9,427,157 100 % _______________________________________ (1) The sum of the individual percentages may not equal the total due to rounding.
Goodwill Goodwill is subject to impairment tests annually or more frequently if events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable, utilizing either the qualitative or quantitative method.
Goodwill We evaluate goodwill for impairment annually, as well as whenever events or changes in circumstances suggest that the carrying value of goodwill may not be recoverable, utilizing either the qualitative or quantitative method. We have determined that the business operates as a single operating segment and has a single reporting unit for the purpose of goodwill impairment testing.
Fiscal Year 2024 over 2023 2024 2023 $ Change % Change (1) United States $ 2,840,426 $ 4,165,296 $ (1,324,870) (32) % Rest of North and South America 62,318 88,579 (26,261) (30) % Europe 2,109,529 3,001,871 (892,342) (30) % Japan 1,085,631 1,397,119 (311,488) (22) % China 2,128,840 2,229,631 (100,791) (5) % Rest of Asia 1,200,413 1,423,043 (222,630) (16) % Total Revenue $ 9,427,157 $ 12,305,539 $ (2,878,382) (23) % _______________________________________ (1) The sum of the individual percentages may not equal the total due to rounding.
Fiscal Year 2025 2024 $ Change % Change (1) United States $ 3,238,145 $ 2,840,426 $ 397,719 14 % Rest of North and South America 162,470 62,318 100,152 161 % Europe 2,285,598 2,109,529 176,069 8 % Japan 989,916 1,085,631 (95,715) (9) % China 2,858,286 2,128,840 729,446 34 % Rest of Asia 1,485,292 1,200,413 284,879 24 % Total Revenue $ 11,019,707 $ 9,427,157 $ 1,592,550 17 % _______________________________________ (1) The sum of the individual percentages may not equal the total due to rounding.
Fiscal 2024 Fiscal 2023 Revenue % of Total Revenue (1) Y/Y% Revenue % of Total Revenue (1) Industrial $ 4,314,280 46 % (35) % $ 6,611,794 54 % Automotive 2,827,439 30 % (2) % 2,876,140 23 % Communications 1,080,496 11 % (33) % 1,606,426 13 % Consumer 1,204,942 13 % (1) % 1,211,179 10 % Total Revenue $ 9,427,157 100 % (23) % $ 12,305,539 100 % _______________________________________ (1) The su m of the individual percentages may not equal the total due to rounding.
Fiscal 2025 Fiscal 2024 Revenue % of Total Revenue (1) Y/Y% Change Revenue % of Total Revenue (1) Industrial $ 4,929,409 45 % 15 % $ 4,290,324 46 % Automotive 3,277,865 30 % 16 % 2,837,522 30 % Consumer 1,434,568 13 % 19 % 1,207,880 13 % Communications 1,377,865 13 % 26 % 1,091,431 12 % Total Revenue $ 11,019,707 100 % 17 % $ 9,427,157 100 % _______________________________________ (1) The su m of the individual percentages may not equal the total due to rounding.
Revenue decreased 23% in fiscal 2024 as compared to fiscal 2023 primarily as a result of weaker macroeconomic trends. This was pronounced in our Industrial end market as customers decreased their inventory balances and in the Communications end market primarily due to the timing of infrastructure deployment cycles.
Revenue increased 17% in fiscal 2025 as compared to fiscal 2024 as a result of broad-based increase in demand for our products. In addition to increased demand, the increase in the Industrial end market was primarily due to customer inventory balances normalizing and growth in the test equipment and aerospace and defense sub-markets.
Removed
Gross Margin Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Gross margin $ 5,381,343 $ 7,877,218 $ (2,495,875) (32) % Gross margin % 57.1 % 64.0 % Gross margin percentage in fiscal 2024 decreased by 690 basis points compared to fiscal 2023, primarily due to lower utilization of our factories due to decreased customer demand and unfavorable product mix.
Added
In the Automotive end market, the increase was primarily driven by increases from connectivity solutions. The increase in the Consumer end market was primarily related to portable consumer products and the increase in the Communications end market was primarily driven by growth in the wireline sub-market from data center infrastructure expansion in support of AI applications.
Removed
The decrease was partially offset by an additional week of operations in fiscal 2024 as compared to fiscal 2023.
Added
Gross Margin Fiscal Year 2025 2024 $ Change % Change Gross margin $ 6,773,478 $ 5,381,343 $ 1,392,135 26 % Gross margin % 61.5 % 57.1 % Gross margin percentage in fiscal 2025 increased by 440 basis points compared to fiscal 2024, primarily due to higher utilization of our factories due to increased customer demand as well as a decrease in amortization expense related to acquired intangible assets. 32 Research and Development (R&D) Fiscal Year 2025 2024 $ Change % Change R&D expenses $ 1,766,001 $ 1,487,863 $ 278,138 19 % R&D expenses as a % of revenue 16 % 16 % R&D expenses increased in fiscal 2025 as compared to fiscal 2024, primarily as a result of higher R&D employee related variable compensation expenses and higher salary and benefit expenses, partially offset by the impact of an additional week of operations in fiscal 2024 as compared to fiscal 2025.
Removed
Operating Income Fiscal Year 2024 over 2023 2024 2023 $ Change % Change Operating income $ 2,032,798 $ 3,823,112 $ (1,790,314) (47) % Operating income as a % of revenue 21.6 % 31.1 % The decrease in operating income in fiscal 2024 as compared to fiscal 2023 was primarily the result of a decrease in revenue which contributed to a decrease in gross margin of $2,495.9 million, partially offset by a $204.9 million decrease in SMG&A expenses, a $204.8 million decrease in amortization expenses, a $172.3 million decrease in R&D expenses and a $123.5 million decrease in special charges, net, as more fully described above.
Added
Our effective tax rate for fiscal 2025 was impacted by a net deferred tax expense of $153.8 million related to the remeasurement of our Global Intangible Low-Taxed Income related deferred tax assets and liabilities attributable to the passage of the One Big Beautiful Bill Act.
Removed
Our effective tax rate for fiscal 2023 was also impacted by a discrete income tax benefit recorded of $81.7 million resulting from the approval granted by the Joint Committee on Taxation of our federal corporate income tax relief claim which reduced the amount of transition tax owed under the Tax Cuts and Jobs Act of 2017.
Added
The payment of future dividends, if any, will be based on several factors, including our financial performance, outlook and liquidity.
Removed
Cost of sales amounts used in the calculation of days cost of sales in inventory include accounting adjustments related to amortization of developed technology intangible assets acquired and depreciation related to the write-up of fixed assets to fair value as a result of the acquisition of Maxim.
Added
Contractual Obligations The table below summarizes our material contractual obligations in specified periods as of November 1, 2025: Payment due by period Less than More than (thousands) Total 1 Year 1-3 Years 3-5 Years 5 Years Debt obligations (1) $ 8,663,716 $ 446,639 $ 2,940,212 $ 650,000 $ 4,626,865 Interest payments associated with debt obligations 3,192,312 290,787 517,777 389,089 1,994,659 Investment-related commitments (2) 186,892 37,378 74,757 74,757 — Transition tax (3) 167,856 167,856 — — — Operating leases ( 4) 394,961 85,606 142,960 109,501 56,894 Inventory-related purchase commitments (5) 269,737 122,643 103,761 40,000 3,333 Total $ 12,875,474 $ 1,150,909 $ 3,779,467 $ 1,263,347 $ 6,681,751 _______________________________________ (1) Debt obligations are assumed to be held to maturity.
Removed
Stock Repurchase Program Our common stock repurchase program has been in place since August 2004. Since inception, our Board of Directors has authorized us to repurchase $16.7 billion of our common stock under the program, which includes the $8.5 billion authorization approved by the Board of Directors on August 25, 2021.
Removed
The payment of future dividends, if any, will be based on several factors, including our financial performance, outlook and liquidity. 34 Contractual Obligations The table below summarizes our material contractual obligations in specified periods as of November 2, 2024: Payment due by period Less than More than (thousands) Total 1 Year 1-3 Years 3-5 Years 5 Years Debt obligations (1) $ 7,664,815 $ 947,738 $ 1,340,212 $ 750,000 $ 4,626,865 Interest payments associated with debt obligations 3,169,308 232,301 433,714 343,339 2,159,954 Investment-related commitments (2) 198,000 33,000 66,000 66,000 33,000 Transition tax (3) 302,141 149,224 152,917 — — Operating leases ( 4) 434,856 83,059 146,604 106,743 98,450 Inventory-related purchase commitments (5) 485,355 153,434 259,236 49,352 23,333 Total $ 12,254,475 $ 1,598,756 $ 2,398,683 $ 1,315,434 $ 6,941,602 _______________________________________ (1) Debt obligations are assumed to be held to maturity.
Removed
Accounting for Income Taxes We make certain estimates and judgments in determining income tax expense for financial statement purposes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+0 added−0 removed19 unchanged
Biggest changeThe fair values of our notes as of November 2, 2024 and October 28, 2023, assuming a hypothetical 100 basis point increase in market interest rates, are as follows: November 2, 2024 October 28, 2023 (thousands) Principal Amount Outstanding Fair Value Fair Value given an increase in interest rates of 100 basis points Principal Amount Outstanding Fair Value Fair Value given an increase in interest rates of 100 basis points Commercial paper notes $ 547,738 $ 547,718 $ 547,532 $ 547,225 $ 547,185 $ 546,875 2024 Notes, due October 2024 — — — 500,000 499,473 495,058 2025 Notes, due April 2025 400,000 397,027 395,418 400,000 385,231 380,013 2026 Notes, due December 2026 900,000 882,795 865,439 900,000 851,023 826,888 2027 Notes, due June 2027 440,212 421,077 410,868 440,212 408,595 395,208 2028 Notes, due October 2028 750,000 673,316 648,856 750,000 628,999 600,812 2031 Notes, due October 2031 1,000,000 843,766 792,665 1,000,000 773,404 721,064 2032 Notes, due October 2032 300,000 287,172 268,903 300,000 269,828 251,153 2034 Notes, due April 2034 550,000 553,375 514,043 — — — 2036 Notes, due December 2036 144,278 136,718 124,895 144,278 118,554 108,085 2041 Notes, due October 2041 750,000 534,435 472,539 750,000 479,078 422,949 2045 Notes, due December 2045 332,587 322,942 285,905 332,587 292,248 259,323 2051 Notes, due October 2051 1,000,000 655,668 560,843 1,000,000 590,666 507,297 2054 Notes, due April 2054 550,000 541,912 470,255 — — — 39 Foreign Currency Exposure As more fully described in Note 2i, Derivative and Hedging Agreements , of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K, we regularly hedge our non-U.S. dollar-based exposures by entering into forward foreign currency exchange contracts.
Biggest changeThe fair values of our notes as of November 1, 2025 and November 2, 2024, assuming a hypothetical 100 basis point increase in market interest rates, are as follows: November 1, 2025 November 2, 2024 (thousands) Principal Amount Outstanding Fair Value Fair Value given an increase in interest rates of 100 basis points Principal Amount Outstanding Fair Value Fair Value given an increase in interest rates of 100 basis points Commercial paper notes $ 446,639 $ 446,624 $ 446,423 $ 547,738 $ 547,718 $ 547,532 2025 Notes, due April 2025 — — — 400,000 397,027 395,418 2026 Notes, due December 2026 900,000 895,623 886,176 900,000 882,795 865,439 2027 Notes, due June 2027 440,212 436,916 430,163 440,212 421,077 410,868 2028 Notes, due June 2028 850,000 856,345 835,576 — — — 2028 Notes, due October 2028 750,000 704,186 684,787 750,000 673,316 648,856 2030 Notes, due June 2030 650,000 659,834 633,147 — — — 2031 Notes, due October 2031 1,000,000 884,390 837,631 1,000,000 843,766 792,665 2032 Notes, due October 2032 300,000 301,546 284,226 300,000 287,172 268,903 2034 Notes, due April 2034 550,000 571,370 533,837 550,000 553,375 514,043 2036 Notes, due December 2036 144,278 138,756 127,435 144,278 136,718 124,895 2041 Notes, due October 2041 750,000 555,925 493,618 750,000 534,435 472,539 2045 Notes, due December 2045 332,587 327,992 291,047 332,587 322,942 285,905 2051 Notes, due October 2051 1,000,000 662,609 568,102 1,000,000 655,668 560,843 2054 Notes, due April 2054 550,000 541,087 470,454 550,000 541,912 470,255 40 Foreign Currency Exposure As more fully described in Note 2i, Derivative and Hedging Agreements , of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, we regularly hedge our non-U.S. dollar-based exposures by entering into forward foreign currency exchange contracts.
Changes in those assumptions can have a material effect on the amount recognized for price protection credits. 41 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to calculate the price protection credits.
Changes in those assumptions can have a material effect on the amount recognized for price protection credits. 42 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to calculate the price protection credits.
Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency selling prices. 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Analog Devices, Inc.
Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency selling prices. 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Analog Devices, Inc.
Based on the credit ratings of our counterparties as of November 2, 2024, we do not believe that there is significant risk of nonperformance by them. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of our exposure to credit risk.
Based on the credit ratings of our counterparties as of November 1, 2025, we do not believe that there is significant risk of nonperformance by them. While the contract or notional amounts of derivative financial instruments provide one measure of the volume of these transactions, they do not represent the amount of our exposure to credit risk.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 2, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 26, 2024 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of November 1, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 25, 2025 expressed an unqualified opinion thereon.
(the Company) as of November 2, 2024 and October 28, 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended November 2, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
(the Company) as of November 1, 2025 and November 2, 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended November 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 2, 2024 and October 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended November 2, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at November 1, 2025 and November 2, 2024, and the results of its operations and its cash flows for each of the three years in the period ended November 1, 2025, in conformity with U.S. generally accepted accounting principles.
As of November 2, 2024, we had $7.1 billion in principal amount of senior unsecured notes outstanding, with a fair value of $6.3 billion. We also had $547.7 million of commercial paper notes outstanding. As commercial paper notes issuances are at then-current rates and with very short maturities, the carrying value will approximate the fair value.
As of November 1, 2025, we had $8.2 billion in principal amount of senior unsecured notes outstanding, with a fair value of $7.5 billion. We also had $446.6 million of commercial paper notes outstanding. As commercial paper notes issuances are at then-current rates and with very short maturities, the carrying value will approximate the fair value.
Based on investment positions as of November 2, 2024 and October 28, 2023, a hypothetical 100 basis point increase in interest rates across all maturities would not materially impact the fair market value of the portfolio in either period. If significant, such losses would only be realized if we sold the investments prior to maturity.
Based on investment positions as of November 1, 2025 and November 2, 2024, a hypothetical 100-basis point increase in interest rates across all maturities would not materially impact the fair market value of the portfolio in either period. Any losses would only be realized if we sold the investments prior to maturity.
We also evaluated whether the Company appropriately considered new information that could significantly change the estimated future price protection credits. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1967. Boston, Massachusetts November 26, 2024 42
We also evaluated whether the Company appropriately considered new information that could significantly change the estimated future price protection credits. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1967. Boston, Massachusetts November 25, 2025 43
Based on our floating rate debt outstanding as of November 2, 2024 and October 28, 2023, inclusive of our commercial paper notes and interest rate swap outstanding, as applicable, our annual interest expense would change by approximately $15.5 million and $20.5 million, respectively, for each 100 basis point increase in interest rates.
Based on our floating rate debt outstanding as of November 1, 2025 and November 2, 2024, inclusive of our commercial paper notes and interest rate swap outstanding, as applicable, our annual interest expense would change by approximately $14.5 million and $15.5 million, respectively, for each 100-basis point increase in interest rates.
As of November 2, 2024 we had $1.0 billion notional of fixed for floating interest rate swaps outstanding, with the swap payable having a fair value of $36.9 million. A hypothetical 100 basis point increase in interest rates would increase the swap payable by approximately $54.0 million with a corresponding adjustment to the carrying value of the related debt.
As of November 1, 2025 we had $1.0 billion notional of fixed for floating interest rate swaps outstanding, with the swap payable having a fair value of $12.6 million. A hypothetical 100-basis point increase in interest rates would increase the swap payable by approximately $45.9 million with a corresponding adjustment to the carrying value of the related debt.
Relative to the net unhedged foreign currency exposures existing at November 2, 2024 and October 28, 2023, an immediate 10% unfavorable movement in foreign currency exchange rates would result in approximately $32.2 million of losses and $66.5 million of losses, respectively, in changes in earnings or cash flows over the course of the year.
Relative to the net unhedged foreign currency exposures existing at November 1, 2025 and November 2, 2024, an immediate 10% unfavorable movement in foreign currency exchange rates would result in approximately $89.6 million of losses and $32.2 million of losses, respectively, in changes in earnings or cash flows over the course of the year.
Based on our cash and marketable securities outstanding as of November 2, 2024 and October 28, 2023, our annual interest income would change by approximately $19.9 million and $9.6 million, respectively, for each 100 basis point increase in interest rates.
Based on our cash and marketable securities outstanding as of November 1, 2025 and November 2, 2024, our annual interest income would change by approximately $36.5 million and $19.9 million, respectively, for each 100-basis point increase in interest rates.
The following table illustrates the effect that an immediate 10% unfavorable or favorable movement in foreign currency exchange rates, relative to the U.S. dollar, would have on the fair value of our forward exchange contracts as of November 2, 2024 and October 28, 2023: November 2, 2024 October 28, 2023 Fair value of forward exchange contracts $ (8,961) $ (11,575) Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset $ 31,564 $ 49,284 Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability $ (45,922) $ (70,461) The calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
The following table illustrates the effect that an immediate 10% unfavorable or favorable movement in foreign currency exchange rates, relative to the U.S. dollar, would have on the fair value of our forward exchange contracts as of November 1, 2025 and November 2, 2024: November 1, 2025 November 2, 2024 Fair value of forward exchange contracts $ (1,267) $ (8,961) Fair value of forward exchange contracts after a 10% unfavorable movement in foreign currency exchange rates asset $ 47,703 $ 31,564 Fair value of forward exchange contracts after a 10% favorable movement in foreign currency exchange rates liability $ (45,730) $ (45,922) The calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
During 2024, sales to distributors were $5.5 billion net of expected price protection credits and rights of return for which the liability balance as of November 2, 2024 was $508.7 million, of which the vast majority relates to the price protection credits.
During 2025, sales to distributors were $6.1 billion net of expected price protection credits and rights of return for which the liability balance as of November 1, 2025 was $785 million, of which the vast majority relates to the price protection credits.

Other ADI 10-K year-over-year comparisons