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What changed in Texas Instruments's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Texas Instruments'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.

+142 added−132 removedSource: 10-K (2026-02-06) vs 10-K (2025-02-14)

Top changes in Texas Instruments's 2025 10-K

142 paragraphs added · 132 removed · 118 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeMarket Sector Industrial Industrial automation (34% of TI revenue) Aerospace & defense Medical & healthcare Energy infrastructure Building automation Other industrial equipment Test & measurement Appliances Power delivery Robotics Automotive Infotainment & cluster (35% of TI revenue) Advanced driver assistance systems (ADAS) Hybrid, electric & powertrain systems Body electronics & lighting Passive safety Personal electronics Mobile phones (20% of TI revenue) PC & notebooks Portable electronics Tablets Connected peripherals & printers Home theater & entertainment TV Wearables (non-medical) Gaming Data storage Enterprise systems Data center & enterprise computing (5% of TI revenue) Enterprise projectors Enterprise machine Communications equipment Wireless infrastructure (4% of TI revenue) Wired networking Broadband fixed line access Datacom module Other (calculators and other) (2% of TI revenue) Market characteristics Competitive landscape Despite consolidation, the analog and embedded processing markets remain highly fragmented.
Biggest changeMarket Sector Industrial Industrial automation (33% of TI revenue) Aerospace & defense Energy infrastructure Building automation Medical & healthcare Test & measurement Other industrial equipment Appliances Power delivery Robotics Automotive Infotainment & cluster (33% of TI revenue) Advanced driver assistance systems (ADAS) Body electronics & lighting Hybrid, electric & powertrain systems Chassis control & safety Data center Data center compute (9% of TI revenue) Data center networking Rack power & thermal management Personal electronics Mobile phones (21% of TI revenue) PC & notebooks Portable electronics Home theater & entertainment Connected peripherals & printers TV Tablets Wearables (non-medical) Gaming Data storage Communications equipment Wireless infrastructure (3% of TI revenue) Wired networking Broadband fixed line access In addition, we sell calculators, which was about 1% of our revenue.
Each device on the wafer is packaged and tested. The entire process takes place in highly specialized facilities that require substantial investments. We own and operate semiconductor manufacturing facilities in North America, Asia, Japan and Europe. These include both wafer fabrication and assembly/test facilities. We invest in manufacturing technologies and do most of our manufacturing in-house.
Each device on the wafer is packaged and tested. The entire process takes place in highly specialized facilities that require substantial investments. We own and operate semiconductor manufacturing facilities in North America, Asia, Japan and Europe. These include both wafer fabrication (fab) and assembly/test facilities. We invest in manufacturing technologies and do most of our manufacturing in-house.
As engineers, we are fortunate to work on exciting technology which helps our customers innovate to create a better world. Technology is the foundation of our company, but ultimately, our objective and the best metric for owners to measure our progress is through the growth of free cash flow per share over the long term.
As engineers, we are fortunate to work on exciting technology that helps our customers innovate to create a better world. Technology is the foundation of our company, but ultimately, our objective and the best metric for owners to measure our progress is through the growth of free cash flow per share over the long term.
Dividends are designed to appeal to a broad set of investors, and share repurchases are made with the goal of the accretive capture of future free cash flow for long-term investors. Lastly, for inorganic growth, we allocate to acquisitions that meet our financial and strategic objectives.
Dividends are designed to appeal to a broad set of investors, and share repurchases are made with the goal of the accretive capture of future free cash flow for long-term investors. Lastly, for inorganic growth, we consider acquisitions that meet our financial and strategic objectives.
Analog semiconductors change real-world signals, such as sound, temperature, pressure or images, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors.
Analog semiconductors change real-world signals, such as sound, temperature, pressure or light, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors.
The third element of our strategy is efficiency, which we think of as constantly striving for more output for every dollar spent. This is about getting our investments in the most impactful areas to maximize the growth of long-term free cash flow per share; it is not just about optimizing cost cutting to get to the last dollar of expense.
The third element of our strategy is efficiency, which we think of as constantly striving for more output for every dollar spent. This is about investing in the most impactful areas to maximize the growth of long-term free cash flow per share; it is not just about optimizing cost cutting to get to the last dollar of expense.
Our Embedded Processing products are used in many markets, particularly industrial and automotive. An important characteristic of our Embedded Processing products is that our customers often invest their own R&D to write software that operates on our products.
Our Embedded Processing products are used in many markets, particularly industrial and automotive. An important characteristic of our Embedded Processing products is that our customers often invest their own R&D to develop software that operates on our products.
Examples of these items include acquisition, integration and restructuring charges, as well as certain corporate-level items, such as litigation expenses, environmental costs and gains and losses from other activities, including asset dispositions. 4 Markets for our products The table below lists the major markets for our products in 2024 and the estimated percentage of our 2024 revenue that the market represented.
Examples of these items include acquisition, integration and restructuring charges, as well as certain corporate-level items, such as litigation expenses, environmental costs and gains and losses from other activities, including asset dispositions. 4 Markets for our products The table below lists the markets for our products in 2025 and the estimated percentage of our 2025 revenue that the market represented.
All have been employees of the company for more than five years. Messrs. Bahai, Ilan, Kozanian, Lizardi, Ron and Templeton have served as executive officers of the company for more than five years. Mr. Gary became an executive officer in 2020. Mr. Roberts and Ms. Witzsche became executive officers in 2021. Mr. Leonard became an executive officer in 2022. Ms.
All have been employees of the company for more than five years. Messrs. Bahai, Gary, Ilan, Kozanian, Lizardi and Ron have served as executive officers of the company for more than five years. Mr. Roberts and Ms. Witzsche became executive officers in 2021. Mr. Leonard became an executive officer in 2022. Ms. Kane and Mr.
Other generated $947 million of revenue in 2024 and includes revenue from DLP ® products (primarily used to project high-definition images), calculators and certain custom semiconductors known as application-specific integrated circuits (ASICs). In Other, we also include items that are not used in evaluating the results of or in allocating resources to our segments.
Other generated $979 million of revenue in 2025 and includes revenue from DLP ® products (primarily used to project high-definition images), calculators and certain custom semiconductors known as application-specific integrated circuits (ASICs). In Other, we also include items that are not used in evaluating the results of or in allocating resources to our segments.
As a technology and manufacturing company, our success is grounded in having strong engineering talent and a reliable factory workforce. We have a promote-from-within culture and offer training and development programs that provide the opportunity to quickly gain experience in different areas. In 2024, our turnover rate was 9.1%.
As a technology and manufacturing company, our success is grounded in having strong engineering talent and a reliable factory workforce. We have a promote-from-within culture and offer training and development programs that provide the opportunity to quickly gain experience in different areas. In 2025, our turnover rate was 10.1%.
This investment tends to increase the length of our customer relationships because many customers prefer to reuse software from one product generation to the next. 3 Sales of Embedded Processing products generated about 16% of our revenue in 2024. Our Embedded Processing segment includes microcontrollers, processors, wireless connectivity and radar products.
This investment tends to increase the length of our customer relationships because many customers prefer to reuse software from one product generation to the next. 3 Sales of Embedded Processing products generated about 15% of our revenue in 2025. Our Embedded Processing segment includes microcontrollers, processors, wireless connectivity and radar products.
We have a diverse product portfolio that is used to accomplish many different things, such as converting and amplifying signals, interfacing with other devices, managing and distributing power, processing data, canceling noise and improving signal resolution. This broad portfolio includes more than 80,000 products that are integral to almost every type of electronic equipment.
We have a diverse product portfolio that is used to accomplish many different things, such as converting and amplifying signals, interfacing with other devices, managing and distributing power, and processing data. This broad portfolio includes more than 80,000 products that are integral to almost every type of electronic equipment.
Kane and Mr. Yunus became executive officers in 2024. Human capital management At December 31, 2024, we had about 34,000 employees worldwide. Of those, about 90% were in R&D, sales or manufacturing. Our objective for human capital management is to recruit, develop and retain the best talent possible.
Yunus became executive officers in 2024. Human capital management At December 31, 2025, we had about 33,000 employees worldwide. Of those, about 90% were in R&D, sales or manufacturing. Our objective for human capital management is to recruit, develop and retain the best talent possible.
This spans how we select R&D projects, develop new capabilities, invest in manufacturing capacity or how we think about acquisitions and returning cash to our owners. Over a 10-year period from 2015 to 2024, we allocated $101 billion, which reinforces the importance of discipline in capital allocation.
This spans how we select R&D projects, develop new capabilities, invest in manufacturing capacity or how we think about acquisitions and returning cash to our owners. Over a 10-year period from 2016 to 2025, we allocated $109 billion, which reinforces the importance of discipline in capital allocation.
Our two reportable segments are Analog and Embedded Processing, and we report the results of our remaining business activities in Other. In 2024, we generated $15.64 billion of revenue. For decades, we have operated with a passion to create a better world by making electronics more affordable through semiconductors.
Our two reportable segments are Analog and Embedded Processing, and we report the results of our remaining business activities in Other. In 2025, we generated $17.68 billion of revenue. For decades, we have operated with a passion to create a better world by making electronics more affordable through semiconductors.
As the digitization of electronics continues, there is a growing need and opportunity for analog chips to provide the power to run devices and the critical interfaces with human beings, the real world and other electronic devices. Our Analog products are used in many markets, particularly industrial, automotive and personal electronics.
As the digitization of electronics continues, there is a growing need and opportunity for analog chips to provide the power to run devices and the critical interfaces with human beings, the real world and other electronic devices. Our Analog products are used in many markets, including industrial, automotive, data center, personal electronics and communications equipment.
Sales of our Analog products generated about 78% of our revenue in 2024. Our Analog segment includes the following major product lines: Power and Signal Chain. Power Power includes products that help customers manage power in electronic systems.
Sales of our Analog products generated about 79% of our revenue in 2025. Our Analog segment includes the following major product lines: Power and Signal Chain. Power Power includes products that help customers manage power in electronic systems.
We do not consider our business materially dependent upon any one patent or patent license. 7 Information about our executive officers The following is an alphabetical list of the names and ages of the executive officers of the company and the positions or offices with the company held by each person named: Name Age Position Ahmad Bahai 62 Senior Vice President Mark Gary 50 Senior Vice President Haviv Ilan 56 Director, President and Chief Executive Officer Katie Kane 40 Senior Vice President, Secretary and General Counsel Hagop Kozanian 42 Senior Vice President Shanon Leonard 49 Senior Vice President Rafael Lizardi 52 Senior Vice President and Chief Financial Officer Mark Roberts 49 Senior Vice President Amichai Ron 47 Senior Vice President Richard Templeton 66 Director and Chairman of the Board Christine Witzsche 40 Senior Vice President Mohammad Yunus 47 Senior Vice President The term of office of these officers is from the date of their election until their successor shall have been elected and qualified.
We do not consider our business materially dependent upon any one patent or patent license. 7 Information about our executive officers The following is an alphabetical list of the names and ages of the executive officers of the company and the positions or offices with the company held by each person named: Name Age Position Ahmad Bahai 63 Senior Vice President Mark Gary 51 Senior Vice President Haviv Ilan 57 Director, Chairman of the Board, President and Chief Executive Officer Katie Kane 41 Senior Vice President, Secretary and General Counsel Hagop Kozanian 43 Senior Vice President Shanon Leonard 50 Senior Vice President Rafael Lizardi 53 Senior Vice President and Chief Financial Officer Mark Roberts 50 Senior Vice President Amichai Ron 48 Senior Vice President Christine Witzsche 41 Senior Vice President Mohammad Yunus 48 Senior Vice President The term of office of these officers is from the date of their election until their successor shall have been elected and qualified.
Our segments represent groups of products that have similar design and development requirements, product characteristics and manufacturing processes. Our segments also reflect how management allocates resources and measures results. Analog Our Analog segment generated $12.16 billion of revenue in 2024.
Our segments represent groups of products that have similar design and development requirements, product characteristics and manufacturing processes. Our segments also reflect how management allocates resources and measures results. Analog Our Analog segment generated $14.01 billion of revenue in 2025.
The largest allocation over this period was to drive organic growth, which includes investments in R&D, sales and marketing, capital expenditures and working capital for inventory. In this period, we allocated about $20 billion to capital expenditures.
The largest allocation over this period was to drive organic growth, which includes investments in R&D, sales and marketing, capital expenditures and working capital for inventory.
An unpackaged chip built on a 300mm wafer costs about 40% less than an unpackaged chip built on a 200mm wafer. We continue to invest to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity plan to meet demand over time.
We have focused on creating a competitive manufacturing structural cost advantage by investing in our 300mm capacity, as an unpackaged chip built on a 300mm wafer costs about 40% less than an unpackaged chip built on a 200mm wafer. 6 We continue to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity plan to meet demand over time.
Our competitors also include emerging companies, particularly in Asia. 5 We believe that competitive performance in the semiconductor market generally depends on several factors, including the breadth of a company’s product line, the strength and reach of its channels to market, technological innovation, product development execution, technical support, customer service, quality, reliability, price and manufacturing capacity and capabilities.
Our competitors also include emerging companies, particularly in Asia. 5 We believe that competitive performance in the semiconductor market generally depends on many factors, including the breadth of a company’s product line, the strength and reach of its channels to market, technological innovation, product development execution, technical support, customer service, quality, reliability, price, and manufacturing capacity and capabilities, such as process and package technologies that provide differentiated levels of performance and a structural cost advantage.
Signal Chain Signal Chain includes products that sense, condition and measure real-world signals to allow information to be transferred or converted for further processing and control. Our Signal Chain products include amplifiers, data converters, interface products, motor drives, clocks, logic and sensing products. Embedded Processing Our Embedded Processing segment generated $2.53 billion of revenue in 2024.
Signal Chain Signal Chain includes products that sense, condition and measure real-world signals and convert them into data that can be transferred or converted for further processing and control. Our Signal Chain products include amplifiers, data converters, interface products, motor drives, clocks, logic and sensing products. Embedded Processing Our Embedded Processing segment generated $2.70 billion of revenue in 2025.
Embedded Processing products are the digital “brains” of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application. Our devices vary from simple, low-cost microcontrollers used in applications such as electric toothbrushes to highly specialized, complex devices such as motor control.
Embedded Processing products are the digital “brains” of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application. Our products vary from wireless connectivity and simple, low-cost devices such as microcontrollers to highly specialized devices such as radar and vision processing.
This strategic decision to make manufacturing and technology a core competitive advantage provides us with tangible benefits of lower manufacturing costs and greater control of our supply chain, offering our customers geopolitically dependable capacity. We have focused on creating a competitive manufacturing structural cost advantage by investing in our advanced 300mm capacity.
This strategic decision to make manufacturing and technology a core competitive advantage provides us with tangible benefits of lower manufacturing costs and greater control of our supply chain, offering our customers geopolitically dependable capacity.
Our increased capital expenditures are to support future revenue growth, which will be a greater component of free cash flow per share growth going forward. Beyond that, we also allocated capital to dividends and share repurchases.
In this period, we allocated about $24 billion to capital expenditures to support future revenue growth, which will be a greater component of free cash flow per share growth going forward, as we are near completion of our six-year elevated capital expenditures cycle. Beyond that, we also allocated capital to dividends and share repurchases.
In 2024, we sourced the majority of our wafer fabrication, as well as assembly and test, internally. With our planned capacity expansions, we expect our internal sourcing to continue to increase. To supplement our internal manufacturing capacity, we selectively use the capacity of outside suppliers, commonly known as foundries and subcontractors.
In 2025, we sourced the majority of our wafer fabrication, as well as assembly and test, internally. To supplement our internal manufacturing capacity, we selectively use the capacity of outside suppliers, commonly known as foundries and subcontractors. We source materials, parts and supplies from a diverse set of suppliers globally.
As a result, we face significant global competition from dozens of large and small companies, including both broad-based suppliers and niche suppliers.
Market characteristics Competitive landscape Despite consolidation, the analog and embedded processing markets remain highly fragmented. As a result, we face significant global competition from dozens of large and small companies, including both broad-based suppliers and niche suppliers.
Intellectual property We own many patents and have many patent applications pending in the United States and other countries in fields relating to our business. We have developed a strong, broad-based patent portfolio and continually add patents to that portfolio. We also have license agreements, which vary in duration, involving rights to our portfolio or those of other companies.
We adjust factory loadings as needed to execute on this inventory strategy. Intellectual property We own many patents and have many patent applications pending in the United States and other countries in fields relating to our business. We have developed a strong, broad-based patent portfolio and continually add patents to that portfolio.
Market cycle The “semiconductor cycle” refers to the ebb and flow of supply and demand and the building and depleting of inventories. The semiconductor market historically has been characterized by periods of tight supply caused by strengthening demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity.
It has been characterized by periods of tight supply caused by strengthening demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity. These are typically referred to as upturns and downturns in the semiconductor cycle.
These are typically referred to as upturns and downturns in the semiconductor cycle. Semiconductor cycles are affected by the significant time and money required to build and maintain semiconductor manufacturing facilities. Seasonality Our revenue is subject to some seasonal variation.
Semiconductor cycles are affected by the significant time and money required to build and maintain semiconductor manufacturing facilities. Seasonality Our revenue is subject to some seasonal variation. Historically, our sequential revenue growth rate tends to be weaker in the first and fourth quarters when compared with the second and third quarters.
Our investments in new and improved capabilities to directly support our customers include order fulfillment services, inventory programs, business processes and logistics and website and e-commerce capabilities.
Over the past several years, we have been investing in new capabilities to build closer direct customer relationships. In 2025, more than 80% of our revenue was direct, which includes TI.com. Our investments in new and improved capabilities to directly support our customers include order fulfillment services, inventory programs, business processes and logistics and website and e-commerce capabilities.
Historically, our sequential revenue growth rate tends to be weaker in the first and fourth quarters when compared with the second and third quarters. Customers, sales and distribution We sell our products to over 100,000 customers. Our customer base is diverse, with about half of our revenue derived from customers outside of our largest 50.
Customers, sales and distribution We sell our products to over 100,000 customers. Our customer base is diverse, with about half of our revenue derived from customers outside of our largest 50. We market and sell our products through direct sales channels, including our website and broad sales and marketing team, and, to a lesser extent, through distributors.
Semiconductor growth in electronics, particularly in industrial and automotive markets, is expected to continue well into the future.
Semiconductor growth in electronics, particularly in industrial, automotive and data center markets, is expected to continue well into the future. In 2025, we continued qualifying and ramping production at our newest 300mm wafer fabs in Richardson and Sherman, Texas, and Lehi, Utah.
We also continue to implement practices such as recycling and reusing materials and properly handling hazardous and restricted substances. We expect to continue to maintain sufficient internal manufacturing capacity to meet the majority of our production needs and to obtain manufacturing equipment to support new technology developments and revenue growth.
These fabs are well positioned to support customer demand, external foundry transfers and internal transfers from our legacy 150mm facilities. We expect to maintain sufficient internal manufacturing capacity to meet the majority of our production needs and to obtain manufacturing equipment to support new technology developments and revenue growth.
The chart also lists, in declining order of our revenue, the sectors within each market.
In 2025, we realigned our markets to better reflect the growth opportunities for our analog and embedded products. The table also lists, in declining order of our revenue, the sectors within each market.
In addition, manufacturing process and package technologies that provide differentiated levels of performance and a structural cost advantage are competitive factors for our analog products, and customers’ prior investments in software development is a competitive factor for our embedded processing products.
In addition, customers’ prior investments in software development is also a competitive factor for our embedded processing products. Semiconductor cycle The semiconductor cycle refers to the ebb and flow of supply and demand and the building and depleting of inventories.
Together, these investments are designed to strengthen our manufacturing and technology competitive advantage, provide us with lower costs and greater control of our supply chain, and support growth in the years ahead. We assess and are careful to address potential health, safety and environmental risks presented by our operations, including our manufacturing operations.
We assess and are careful to address potential health, safety and environmental risks presented by our operations, including our manufacturing operations, and our efforts are focused on improving how we responsibly and sustainably manufacture our products.
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We market and sell our products through direct sales channels, including our website and broad sales and marketing team, and, to a lesser extent, through distributors. Over the past several years, we have been investing in new capabilities to build closer direct customer relationships. In 2024, about 80% of our revenue was direct, which includes TI.com.
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The materials, parts and supplies essential to our business are generally available. Our multisite, multiflow production strategy, paired with our business continuity program and global supplier network, supports supply continuity if shortages occur and if materials are available from limited suppliers or geographies.
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Progress and investments include: 6 • Ramping production in 300mm wafer fabrication facilities RFAB2 in Richardson, Texas, and LFAB1 in Lehi, Utah. • Equipping SM1 and continuing construction on SM2 in Sherman, Texas, where we are building four 300mm wafer fabrication facilities. • Continuing construction on LFAB2, another 300mm wafer fabrication facility in Lehi, Utah.
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We also have license agreements, which vary in duration, involving rights to our portfolio or those of other companies.
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We care for our environment and work to prevent pollution and the potential risks related to climate change.
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We invest to reduce emissions over the long term in several ways, including installing new factory equipment with state-of-the-art emissions reduction technology, as well as retrofitting existing factory equipment with advanced abatement technology, in addition to using alternative gases and increasing the use of renewable electricity.
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Raw materials We source materials, parts and supplies from a diverse set of suppliers globally. The materials, parts and supplies essential to our business are generally available, and we believe that such materials, parts and supplies will be available in the foreseeable future.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe make significant investments in research and development to improve existing technology and products, develop new products to meet changing customer demands, and improve our production processes. In some cases, we might not realize a return or the expected return on our investments because they are generally made before commercial viability can be assured.
Biggest changeOur results of operations depend in part upon our ability to successfully develop, manufacture and market innovative products in a timely and cost-effective manner. We make significant investments in research and development to improve existing technology and products, develop new products to meet changing customer demands, and improve our production processes.
A number of factors could cause our tax rate to increase, including a change in the jurisdictions in which our profits are earned and taxed; a change in the mix of profits from those jurisdictions; changes in available tax credits or deductions, including for amounts relating to stock compensation; changes in applicable tax rates; changes in tariff regulations or surcharges; changes in accounting principles; or adverse resolution of audits by taxing authorities.
A number of factors could cause our tax rate to increase, including changes in the jurisdictions in which our profits are earned and taxed; changes in the mix of profits from those jurisdictions; changes in available tax credits or deductions, including for amounts relating to stock compensation; changes in applicable tax rates; changes in tariff regulations or surcharges; changes in accounting principles; or adverse resolution of audits by taxing authorities.
We may not achieve or sustain the expected growth, cost savings or other benefits of strategic, business and organizational changes, and charges associated with these actions could differ materially in amount and timing from our expectations. Our results of operations could be affected by natural events in the locations in which we operate.
We may not achieve or sustain the expected growth, cost savings or other benefits of strategic, business and organizational changes, and charges associated with these actions could differ materially in amount and timing from our expectations. 10 Our results of operations could be affected by natural events in the locations in which we operate.
In general, these fixed costs do not decline with reductions in customer demand or factory loadings, and can adversely affect profit margins as a result. Legal and regulatory risks Our operations could be affected by the complex laws, rules and regulations to which our business is subject.
In general, these fixed costs do not decline with reductions in customer demand or factory loadings, and can adversely affect profit margins as a result. 12 Legal and regulatory risks Our operations could be affected by the complex laws, rules and regulations to which our business is subject.
Activities such as those listed above may affect our reputation and impede our ability to sell our products. The laws of countries where we operate may not protect our intellectual property rights to the same extent as U.S. laws. 13 Risks related to our financing activities and other risks Our debt could affect our operations and financial condition.
Activities such as those listed above may affect our reputation and impede our ability to sell our products. The laws of countries where we operate may not protect our intellectual property rights to the same extent as U.S. laws. Risks related to our financing activities and other risks Our debt could affect our operations and financial condition.
In addition, we operate in a highly competitive market environment that might adversely affect pricing for our products. Because we own much of our manufacturing capacity, a significant portion of our operating costs is fixed. With our planned capacity expansions, capital expenditures and depreciation have increased.
In addition, we operate in a highly competitive market environment that might adversely affect pricing for our products. Because we own much of our manufacturing capacity, a significant portion of our operating costs is fixed. With our capacity expansions, capital expenditures and depreciation have increased.
We maintain bank accounts, a portfolio of investments, access to one or more revolving credit agreements and the ability to issue debt to support the financing needs of the company.
We maintain bank accounts, a portfolio of investments, access to one or more revolving credit facilities and the ability to issue debt to support the financing needs of the company.
Additionally, the loss or significant curtailment of purchases by one or more of our large customers, including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers, the timing of customer or distributor inventory adjustments, changes in demand for customer products, or trade restrictions, may adversely affect our results of operations and financial condition.
Additionally, the loss or significant curtailment of purchases by one or more of our large customers, including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers, the timing of customer or distributor inventory adjustments, changes in demand for customer products, tariffs, export controls or other trade measures, may adversely affect our results of operations and financial condition.
Our results of operations could be adversely affected by distributors’ promotion of competing product lines or our distributors’ financial performance. In 2024, about 20% of our revenue was generated from sales of our products through distributors. Our distributors carry competing product lines, and our sales could be affected if semiconductor distributors promote competing products over our products.
Our results of operations could be adversely affected by distributors’ promotion of competing product lines or our distributors’ financial performance and operations. In 2025, less than 20% of our revenue was generated from sales of our products through distributors. Our distributors carry competing product lines, and our sales could be affected if semiconductor distributors promote competing products over our products.
In particular, our manufacturing processes and critical manufacturing equipment, and those of our suppliers, require that certain key materials, services and utilities be available. Suppliers of these items have and might continue to extend lead times, limit supply or increase prices due to factors beyond our control.
In particular, our manufacturing processes and critical manufacturing equipment, and those of our suppliers, require that certain key materials, services and utilities be available. Geopolitical tensions are disrupting and reshaping global supply chains, and suppliers of these items have and might continue to extend lead times, limit supply or increase prices due to factors beyond our control.
Any failure, or perceived failure, to achieve stated goals or meet stakeholder expectations and standards could adversely affect our results of operations and reputation. 12 Some of these complex laws, rules and regulations – for example, those related to environmental, safety and health requirements – may particularly affect us in the jurisdictions in which we manufacture products, especially if such laws and regulations: require the use of abatement equipment beyond what we currently employ; require the addition or elimination of a material or process to or from our current manufacturing processes; or impose costs, fees or reporting requirements on the direct or indirect use of energy, natural resources, or materials or gases used or emitted into the environment in connection with the manufacture of our products.
Some of these complex laws, rules and regulations – for example, those related to environmental, safety and health requirements – may particularly affect us in the jurisdictions in which we manufacture products, especially if such laws and regulations: require the use of abatement equipment beyond what we currently employ; require the addition or elimination of a material or process to or from our current manufacturing processes; or impose costs, fees or reporting requirements on the direct or indirect use of energy, natural resources, or materials or gases used or emitted into the environment in connection with the manufacture of our products.
We have made and will continue to make significant investments in manufacturing capacity, and we might not realize our expected return on those investments.
We have made and will continue to make investments in manufacturing capacity consistent with our capital management strategy, and we might not realize our expected return on those investments.
Our performance depends in part on our ability to enforce our intellectual property rights and to maintain freedom of operation. Access to worldwide markets depends in part on the continued strength of our intellectual property portfolio in all jurisdictions where we conduct business.
Access to worldwide markets depends in part on the continued strength of our intellectual property portfolio in all jurisdictions where we conduct business.
Geopolitical tensions may impact our ability to deliver products, support customers, receive manufacturing equipment or cause customers to seek alternate suppliers, which could adversely affect our operations and financial results.
Geopolitical tensions and administrative measures could limit our access to markets or impact our ability to deliver products, support customers, purchase or receive manufacturing equipment or materials, limit our suppliers’ and customers’ access to our products, or cause customers to seek alternate suppliers, which could adversely affect our operations and financial results.
In addition, failure by these suppliers to fulfill expectations, commitments and responsibilities in accordance with agreed terms or applicable laws, rules and regulations (including health, safety, forced labor, human trafficking and supply chain standards) could adversely affect our results of operations, financial condition and reputation.
In addition, failure by these suppliers to fulfill expectations, commitments and responsibilities in accordance with agreed terms or applicable laws, rules and regulations (including health, safety, forced labor, human trafficking and supply chain standards) could adversely affect our results of operations, financial condition and reputation. 11 Our continued success depends in part on our ability to retain, train and recruit a sufficient number of qualified employees in a competitive environment.
Our customers include companies in a wide range of end markets and sectors within those markets. If demand in one or more sectors within our end markets declines or the rate of growth slows, our results of operations may be adversely affected.
Our customers include companies in a wide range of markets and sectors within those markets. If demand in one or more sectors within our markets declines or the rate of growth slows, our results of operations may be adversely affected. The cyclical nature of the semiconductor market occasionally leads to significant and rapid increases and decreases in product demand.
Risks related to our business and industry Our global operations subject us to risks associated with domestic or international political, social, economic or other conditions. We have facilities in more than 30 countries.
Risks related to our business and industry Our global operations subject us to risks associated with domestic or international political, social, economic or other conditions. We have facilities in more than 30 countries. About 60% of our revenue comes from customers with headquarter locations outside the United States.
Certain countries where we operate have experienced, and other countries may experience, geopolitical tensions that affect global trade and macroeconomic conditions through the enactment of tariffs, import or export restrictions, trade embargoes and sanctions, restrictions on cross-border investment and other trade barriers.
Certain countries where we operate, particularly the United States and China, have experienced, and other countries may experience, geopolitical tensions and administrative measures that affect global trade and macroeconomic conditions through the imposition of tariffs, including tariffs specific to the products that we sell, import or export restrictions, trade embargoes and sanctions, restrictions on cross-border investment and other trade barriers applicable to the semiconductor industry.
For example, we may face increased competition as a result of China actively promoting and reshaping its domestic semiconductor industry through policy changes and investment. These actions, in conjunction with trade tensions, may restrict us from participating in the China market or may prevent us from competing effectively.
For example, we may face increased competition as a result of China actively promoting and reshaping its domestic semiconductor industry through policy changes and investment, which could prevent us from competing effectively.
Our ability to recruit internationally or deploy employees to various locations may be limited by immigration laws and policies, including changes to, or the administration or interpretation of, those laws and policies.
Our ability to recruit internationally or deploy employees to various locations may be limited by immigration laws and policies, including changes to, or the administration or interpretation of, those laws and policies. Failure to retain, train and recruit key personnel could disrupt our business and adversely affect our results of operations, financial condition and reputation.
Skilled and experienced personnel in our industry, including engineering, management, sales, technical and staff personnel, are in high demand, and competition for their talents is intense. There can be no assurance that we will be able to successfully retain, train and recruit the key engineering, management and technical personnel that we require to execute our business strategy.
There can be no assurance that we will be able to successfully retain, train and recruit the key engineering, management and technical personnel that we require to execute our business strategy.
Rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products. Our results of operations depend in part upon our ability to successfully develop, manufacture and market innovative products in a timely and cost-effective manner.
Rapid technological change in markets we serve requires us to develop new technologies and products. Rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products.
Moreover, our results of operations could be affected if our distributors suffer financial difficulties that result in their inability to pay amounts owed to us. Disputes with current or former distributors could be disruptive or harmful to our business. Our margins vary.
Moreover, our results of operations could be affected if our distributors are subject to administrative measures that materially affect their ability to operate or our ability to supply customers with products or if our distributors suffer financial difficulties that result in their inability to pay amounts owed to us.
About 60% of our revenue comes from customers with headquarter locations outside the United States; revenue from end customers headquartered in China represents about 20% of our revenue. We also continue to expand our offerings of online transactions and services worldwide.
Revenue from end customers headquartered in China represented about 20% of our revenue in 2025, while revenue from products shipped into China represented about 50% of our revenue in 2025. We also continue to expand our offerings of online transactions and services worldwide.
Failure to retain, train and recruit key personnel could disrupt our business and adversely affect our results of operations, financial condition and reputation. 11 Our results of operations and our reputation could be affected by warranty claims, product liability claims, product recalls or legal proceedings.
Our results of operations and our reputation could be affected by warranty claims, product liability claims, product recalls or legal proceedings.
A natural disaster that results in a prolonged disruption, particularly where we have principal manufacturing and design operations, as listed in the Properties section in Item 2, may adversely affect our results and financial condition. 10 Rapid technological change in markets we serve requires us to develop new technologies and products.
Climate change might exacerbate these occurrences or cause natural disasters to occur with greater frequency and with more intense effects. A natural disaster that results in a prolonged disruption, particularly where we have principal manufacturing and design operations, as listed in the Properties section in Item 2, may adversely affect our results and financial condition.
In addition, many countries have enacted or begun the process of enacting laws that align with the Organisation for Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations. Changes in these laws and regulations could affect the locations where we are deemed to earn income, which could in turn affect our results of operations.
In addition, many countries have enacted or begun the process of enacting laws that align with the Organisation for Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations; application of these laws to U.S.-based multinational corporations remains uncertain.
Further, projects that are commercially viable may not contribute to our operating results until at least a few years after they are completed. We face supply chain and manufacturing risks. We rely on third parties to supply us with goods and services in a cost-effective and timely manner.
In some cases, we might not realize a return or the expected return on our investments because they are generally made before commercial viability can be assured. Further, projects that are commercially viable may not contribute to our operating results until at least a few years after they are completed. We face supply chain and manufacturing risks.
Compliance with these laws, rules and regulations may be onerous and expensive and could restrict our ability to manufacture or ship our products and operate our business.
Compliance with these laws, rules and regulations may be onerous and expensive and could restrict our ability to manufacture or ship our products and operate our business. From time to time, we receive inquiries from government entities, which could result in enforcement actions or litigation leading to potential disruptions to our operations, or significant fines, penalties or other legal liability.
We may be subject to increased scrutiny from government entities, shareholders and others on how these incentives are used and spent. Such incentives could be subject to reduction, modification, clawback or termination, and such changes to these incentives could adversely affect our results of operations, financial condition and reputation.
Such incentives could be subject to reduction, modification, clawback or termination, and such changes to these incentives could adversely affect our results of operations, financial condition and reputation. 13 Our performance depends in part on our ability to enforce our intellectual property rights and to maintain freedom of operation.
Each quarter we forecast our tax expense based on our forecast of our performance for the year. If that performance forecast changes, our forecasted tax expense will change. We have received and may in the future continue to receive government incentives, including but not limited to tax incentives, designed to encourage certain investments in our operations.
We have received and may in the future continue to receive government incentives, including but not limited to tax incentives, designed to encourage certain investments in our operations. We may be subject to increased scrutiny from government entities, shareholders and others on how these incentives are earned and spent.
Our continued success depends in part on our ability to retain, train and recruit a sufficient number of qualified employees in a competitive environment. Our continued success depends in part on the retention and recruitment of skilled personnel as well as the contributions and effective succession of senior management and other key employees.
Our continued success depends in part on the retention and recruitment of skilled personnel as well as the contributions and effective succession of senior management and other key employees. Skilled and experienced personnel in our industry, including engineering, management, sales, technical and staff personnel, are in high demand, and competition for their talents is intense.
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The cyclical nature of the semiconductor market occasionally leads to significant and rapid increases and decreases in product demand.
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The semiconductor industry has recently been the focus of increased regulatory activity and scrutiny, which has contributed to variability in global trade conditions and supply chains.
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Climate change might exacerbate these occurrences or cause natural disasters to occur with greater frequency and with more intense effects.
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We rely on third parties to supply us with goods and services in a cost-effective and timely manner.
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From time to time, we receive inquiries from government entities regarding our compliance with laws and regulations, and we could be subject to related litigation, investigations or enforcement activity that can be unpredictable and time-consuming, as well as disruptions to our operations, or significant fines, penalties or other legal liability.
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Further, certain key materials used in semiconductor manufacturing are primarily sourced from limited geographies. Governments have adopted or proposed measures, including export controls on certain minerals, materials and equipment, that could adversely affect equipment and material availability, cost or movement.
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Increased focus from government authorities, investors, customers and other key stakeholders on environmental, social and governance (ESG) matters has led to new and more stringent reporting standards and disclosure requirements. As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, we might have to undertake costly efforts to control, assess and report on ESG metrics.
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Disputes with current or former distributors could be disruptive or harmful to our business. Our margins vary.
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As reporting and disclosure requirements evolve, the failure, or perceived failure, to meet applicable reporting standards or regulatory expectations could adversely affect our results of operations and reputation.
Added
Changes in laws and regulations could affect the jurisdictions in which our profits are earned and taxed, which could in turn affect our results of operations. Each quarter we forecast our tax expense based on our forecast of our performance for the year. If that performance forecast changes, our forecasted tax expense will change.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur global information security team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. For example, we regularly evaluate and update contingency strategies for our business in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident.
Biggest changeFor example, we regularly evaluate and update contingency strategies for our business in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident. We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises.
Our chief information officer meets with the audit committee periodically to review our information technology systems and discuss key cybersecurity risks. In addition, the chief financial officer reviews with the audit committee at least annually our global enterprise risk management program, which includes cybersecurity risks, and is also reported to the board. 15
Our chief information officer meets with the audit committee periodically to review our information technology systems and discuss key cybersecurity risks. In addition, the chief financial officer reviews with the audit committee at least annually our global enterprise risk management program, which includes cybersecurity risks, and is also reported to the board. 16
We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends. Our cybersecurity risk management extends to risks associated with our use of third-party service providers.
We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends. Our cybersecurity risk management extends to risks associated with our use of third-party service providers. For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.
We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises. For more information about cybersecurity risks, see the Risk factors discussion in Item 1A of this Form 10-K. Governance of cybersecurity risk management The board of directors, as a whole, has oversight responsibility for our strategic and operational risks.
For more information about cybersecurity risks, see the Risk factors discussion in Item 1A of this Form 10-K. Governance of cybersecurity risk management The board of directors, as a whole, has oversight responsibility for our strategic and operational risks.
Our chief information security officer has more than 15 years of experience working in information technology-related roles, a degree in Information Technology, and Global Information Assurance Certifications in Security Essentials (GSEC) as an Intrusion Analyst (GCIA) and as a Penetration Tester (GPEN).
Our chief information security officer has more than 15 years of experience working in information technology-related roles, a degree in Information Technology, and Global Information Assurance Certifications in Security Essentials (GSEC) as an Intrusion Analyst (GCIA) and as a Penetration Tester (GPEN). 15 Our chief information officer and chief information security officer assess our cybersecurity readiness through internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards.
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For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets. 14 Our cybersecurity risk management is an important part of our comprehensive business continuity program and enterprise risk management.
Added
Our cybersecurity risk management is an important part of our comprehensive business continuity program and enterprise risk management. Our global information security team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness.
Removed
Our chief information officer and chief information security officer assess our cybersecurity readiness through internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThis may include land leases. Our facilities in the United States contained approximately 17.6 million square feet at December 31, 2024, of which approximately 0.5 million square feet were leased. Our facilities outside the United States contained approximately 12.7 million square feet at December 31, 2024, of which approximately 2.3 million square feet were leased.
Biggest changeThis may include land leases, particularly for non-U.S. sites. Our facilities in the United States contained approximately 17.8 million square feet at December 31, 2025, of which approximately 0.6 million square feet were leased. Our facilities outside the United States contained approximately 12.8 million square feet at December 31, 2025, of which approximately 2.4 million square feet were leased.
Analog Embedded Processing North Texas (Dallas, Richardson and Sherman) X X Lehi, Utah X X South Portland, Maine X Santa Clara, California * X Houston, Texas X Tucson, Arizona X Chengdu, China ** X X Shanghai, China * X X Freising, Germany X X Bangalore, India ** X X Aizu, Japan X X Miho, Japan X X Kuala Lumpur, Malaysia ** X X Melaka, Malaysia ** X Aguascalientes, Mexico * X Baguio, Philippines ** X X Pampanga (Clark), Philippines ** X X Taipei, Taiwan ** X X * Leased. ** Portions of the facilities are leased and owned.
Analog Embedded Processing North Texas (Dallas, Richardson and Sherman) X X Lehi, Utah X X South Portland, Maine X Tucson, Arizona X Santa Clara, California * X Houston, Texas X Chengdu, China ** X X Shanghai, China * X X Freising, Germany X X Bangalore, India ** X X Aizu, Japan X X Miho, Japan X X Kuala Lumpur, Malaysia ** X X Melaka, Malaysia ** X Aguascalientes, Mexico * X Baguio, Philippines ** X X Pampanga (Clark), Philippines ** X X Taipei, Taiwan ** X X * Leased. ** Portions of the facilities are leased and owned.
At the end of 2024, we occupied substantially all of the space in our facilities. Leases covering our currently occupied leased facilities expire at varying dates, generally within the next five years. We believe our current properties are suitable and adequate for their intended purpose.
At the end of 2025, we occupied substantially all of the space in our facilities. Leases covering our currently occupied leased facilities expire at varying dates, generally within the next five years. We believe our current properties are suitable and adequate for their intended purpose.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) October 1 - 31, 2024 550,939 $ 202.26 550,939 $ 20.69 billion November 1 - 30, 2024 854,198 203.84 854,198 20.51 billion December 1 - 31, 2024 1,348,059 191.23 1,348,059 20.26 billion (b) Total 2,753,196 2,753,196 (a) All open-market purchases during the quarter were made under the authorizations from our board of directors to purchase up to $12.0 billion and $15.0 billion of additional shares of TI common stock announced September 20, 2018, and September 15, 2022, respectively.
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) October 1 - 31, 2025 1,164,512 $ 172.04 1,164,512 $ 18.99 billion November 1 - 30, 2025 1,207,699 159.26 1,207,699 18.80 billion December 1 - 31, 2025 63,692 170.58 63,692 18.79 billion (b) Total 2,435,903 2,435,903 (a) All open-market purchases during the quarter were made under the authorizations from our board of directors to purchase up to $12.0 billion and $15.0 billion of additional shares of TI common stock announced September 20, 2018, and September 15, 2022, respectively.
(b) As of December 31, 2024, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018 and the $15.0 billion authorized in September 2022. No expiration date has been specified for these authorizations.
(b) As of December 31, 2025, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018 and the $15.0 billion authorized in September 2022. No expiration date has been specified for these authorizations.
ITEM 5. Market for Registrant’s common equity, related stockholder matters and issuer purchases of equity securities TI common stock is quoted on The Nasdaq Global Select Market under the ticker symbol TXN. At December 31, 2024, we had 10,729 stockholders of record. The following table contains information regarding our purchases of our common stock during the fourth quarter of 2024.
ITEM 5. Market for Registrant’s common equity, related stockholder matters and issuer purchases of equity securities TI common stock is quoted on The Nasdaq Global Select Market under the ticker symbol TXN. At December 31, 2025, we had 10,238 stockholders of record. The following table contains information regarding our purchases of our common stock during the fourth quarter of 2025.

Item 7. Management's Discussion & Analysis

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

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Biggest changeDetails of financial results – 2024 compared with 2023 Revenue of $15.64 billion decreased $1.88 billion, or 10.7%, due to lower revenue from Analog and Embedded Processing. Gross profit of $9.09 billion was down $1.93 billion, or 17.5%, primarily due to lower revenue and, to a lesser extent, higher manufacturing costs associated with our planned capacity expansions.
Biggest changeGross profit of $10.08 billion was up $989 million, or 10.9%, due to higher revenue. Our gross profit was also impacted by higher manufacturing costs associated with our planned capacity expansions, partially offset by reduced costs related to increased factory loadings. As a percentage of revenue, gross profit decreased to 57.0% from 58.1%.
See Note 1 to the financial statements for more information regarding our segments. • When we discuss our results: ◦ Unless otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment volumes. ◦ New products do not tend to have a significant impact on our revenue in any given period because we sell such a large number of products. ◦ From time to time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer to as changes in the “mix” of products shipped. 18 ◦ Because we own much of our manufacturing capacity, a significant portion of our operating cost is fixed.
See Note 1 to the financial statements for more information regarding our segments. • When we discuss our results: ◦ Unless otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment volumes. 19 ◦ New products do not tend to have a significant impact on our revenue in any given period because we sell such a large number of products. ◦ From time to time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer to as changes in the “mix” of products shipped. ◦ Because we own much of our manufacturing capacity, a significant portion of our operating cost is fixed.
(c) The reach of our market channels that gives access to more customers and more of their design projects, leading to the opportunity to sell more of our products into each design and gives us better insight and knowledge of customer needs.
(c) The reach of our market channels that gives access to more customers and more of their design projects, leading to better insight and knowledge of customer needs and the opportunity to sell more of our products into each design.
Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s discussion and analysis of financial condition and results of operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s discussion and analysis of financial condition and results of operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
While all of these end markets represent good opportunities, we place additional strategic emphasis on designing and selling our products into the industrial and automotive markets, which we believe represent the best long-term growth opportunities. Our focus on analog and embedded processing allows us to generate strong cash flow from operations.
While all of these markets represent good opportunities, we place additional strategic emphasis on designing and selling our products into the industrial, automotive and data center markets, which we believe represent the best long-term growth opportunities. Our focus on analog and embedded processing allows us to generate strong cash flow from operations.
Commitments and contingencies See Note 10 to the financial statements for a discussion of our commitments and contingencies. 22
Commitments and contingencies See Note 10 to the financial statements for a discussion of our commitments and contingencies. 24
Our results of operations provides details of our financial results for 2024 and 2023 and year-to-year comparisons between 2024 and 2023.
Our results of operations provides details of our financial results for 2025 and 2024 and year-to-year comparisons between 2025 and 2024.
Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of December 31, 2024, our credit facility was undrawn, and we had no commercial paper outstanding.
Liquidity and capital resources Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of December 31, 2025, our credit facility was undrawn, and we had no commercial paper outstanding.
Interest and debt expense of $508 million increased $155 million due to the issuance of additional long-term debt. See Note 8 to the financial statements. Our provision for income taxes was $654 million compared with $908 million. This decrease was due to lower income before income taxes.
Interest and debt expense of $543 million increased $35 million due to the issuance of additional long-term debt. See Note 8 to the financial statements. Our provision for income taxes was $709 million compared with $654 million.
Non-GAAP financial information This MD&A includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (GAAP).
We expect to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing. Non-GAAP financial information This MD&A includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (GAAP).
Our cash flow from operations of $6.32 billion underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production. Free cash flow was $1.50 billion and represented 9.6% of revenue. During 2024, we invested $3.75 billion in R&D and SG&A, invested $4.82 billion in capital expenditures and returned $5.72 billion to shareholders.
Our cash flow from operations of $7.15 billion underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production. Free cash flow was $2.94 billion and represented 16.6% of revenue. During 2025, we invested $3.94 billion in R&D and SG&A, invested $4.55 billion in capital expenditures and returned $6.48 billion to shareholders.
Management’s discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the financial statements and the related notes that appear elsewhere in this document.
For more information about market and business characteristics, see the Business discussion in Item 1 of this Form 10-K. Results of operations Management’s discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the financial statements and the related notes that appear elsewhere in this document.
We received $588 million in associated cash benefit from qualifying capital expenditures in 2024. Financing activities for 2024 used $2.88 billion compared with $2.14 billion in 2023. In 2024, we received net proceeds of $2.98 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $600 million.
Financing activities for 2025 used $5.69 billion compared with $2.88 billion in 2024. In 2025, we received net proceeds of $1.20 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $750 million. In 2024, we received net proceeds of $2.98 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $600 million.
We had $3.20 billion of cash and cash equivalents and $4.38 billion of short-term investments as of December 31, 2024. We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and debt-related payments and other business requirements for at least the next 12 months.
We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and debt-related payments and other business requirements for at least the next 12 months.
As disclosed in Note 2, the preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Management believes it is unlikely that applying other estimates and assumptions would have a material impact on the financial statements.
Critical accounting estimates Our accounting policies are more fully described in Note 2 of the consolidated financial statements. As disclosed in Note 2, the preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
Our effective tax rate, which includes discrete tax items, was 12.0% in 2024 compared with 12.2% in 2023. See Note 4 to the financial statements for a reconciliation of the U.S. statutory corporate tax rate to our effective tax rate. Net income was $4.80 billion compared with $6.51 billion.
See Note 4 to the financial statements for a reconciliation of the U.S. statutory corporate tax rate to our effective tax rate. Net income was $5.00 billion compared with $4.80 billion. EPS was $5.45 compared with $5.20.
Other (includes DLP ® products, calculators and custom ASIC products) 2024 2023 Change Revenue $ 947 $ 1,111 (15) % Operating profit * 505 502 1 % Operating profit % of revenue 53.3 % 45.2 % * Includes restructuring charges/other Other revenue decreased $164 million, and operating profit increased $3 million.
Other (includes DLP ® products, calculators and custom ASIC products) 2025 2024 Change Revenue $ 979 $ 947 3 % Operating profit * 307 505 (39) % Operating profit % of revenue 31.4 % 53.3 % * Includes Restructuring charges/other Other revenue increased $32 million, and operating profit decreased $198 million.
Results of operations Our strategic focus is on analog and embedded processing products. We sell our products into six end markets: industrial, automotive, personal electronics, enterprise systems, communications equipment and other.
Performance summary Our strategic focus is on analog and embedded processing products. We sell our products into the following markets: industrial, automotive, data center, personal electronics and communications equipment.
For Years Ended December 31, 2024 2023 Cash flow from operations (GAAP) * $ 6,318 $ 6,420 Capital expenditures (4,820) (5,071) Free cash flow (non-GAAP) $ 1,498 $ 1,349 Revenue $ 15,641 $ 17,519 Cash flow from operations as a percentage of revenue (GAAP) 40.4 % 36.6 % Free cash flow as a percentage of revenue (non-GAAP) 9.6 % 7.7 % * Includes a cash benefit of $588 million from the CHIPS Act ITC used to reduce income taxes payable for 2024 Critical accounting estimates Our accounting policies are more fully described in Note 2 of the consolidated financial statements.
For Years Ended December 31, 2025 2024 Cash flow from operations (GAAP) * $ 7,153 $ 6,318 Capital expenditures (4,550) (4,820) Proceeds from CHIPS Act incentives 335 — Free cash flow (non-GAAP) $ 2,938 $ 1,498 Revenue $ 17,682 $ 15,641 Cash flow from operations as a percentage of revenue (GAAP) 40.5 % 40.4 % Free cash flow as a percentage of revenue (non-GAAP) 16.6 % 9.6 % * Includes cash benefits of $335 million and $588 million from the CHIPS Act ITC used to reduce income taxes payable for 2025 and 2024, respectively.
Financial condition At the end of 2024, total cash (cash and cash equivalents plus short-term investments) was $7.58 billion, a decrease of $995 million from the end of 2023. Accounts receivable were $1.72 billion, a decrease of $68 million compared with the end of 2023. Days sales outstanding at the end of 2024 and 2023 were 39.
Financial condition At the end of 2025, total cash (cash and cash equivalents plus short-term investments) was $4.88 billion, a decrease of $2.70 billion from the end of 2024. Accounts receivable were $1.96 billion, an increase of $244 million compared with the end of 2024.
As a percentage of revenue, gross profit decreased to 58.1% from 62.9%. Operating expenses (R&D and SG&A) were $3.75 billion compared with $3.69 billion. Restructuring charges/other was a credit of $124 million primarily due to a gain on the sale of a property during 2024. See Note 11 to the financial statements.
During 2024, we recognized a credit of $124 million primarily due to a gain on the sale of a property. See Note 11 to the financial statements. Operating profit was $6.02 billion, or 34.1% of revenue, compared with $5.47 billion, or 34.9% of revenue.
We expect to receive between $7.5 billion to $9.5 billion through 2034 from the CHIPS Act. This includes the ITC for qualified U.S. manufacturing investments and direct funding of up to $1.6 billion for our three large-scale 300mm wafer fabs currently under construction in Sherman, Texas, and Lehi, Utah.
We expect to continue benefiting from the CHIPS Act, including the 35% ITC on qualifying manufacturing investments for assets placed in service after December 31, 2025, and direct funding of up to $1.6 billion for our three large-scale 300mm wafer fabs located in Sherman, Texas, and Lehi, Utah.
Operating profit was $5.47 billion, or 34.9% of revenue, compared with $7.33 billion, or 41.8% of revenue. Other income and expense (OI&E) was $496 million of income compared with $440 million of income, due to interest income. See Note 11 to the financial statements.
This increase was primarily due to higher revenue and associated gross profit, partially offset by higher operating expenses. Other income and expense (OI&E) was $230 million of income compared with $496 million of income. This decrease was due to lower interest income. See Note 11 to the financial statements.
We consider the following accounting policies to be those that are most important to the portrayal of our financial condition and that require a higher degree of judgment. 21 Income taxes In determining net income for financial statement purposes, we must make certain estimates and judgments in the calculation of tax provisions and the resultant tax liabilities that arise from temporary differences between the tax and financial statement recognition of revenue and expense.
Income taxes In determining net income for financial statement purposes, we must make certain estimates and judgments in the calculation of tax provisions and the resultant tax liabilities that arise from temporary differences between the tax and financial statement recognition of revenue and expense. 23 In the ordinary course of global business, there may be many transactions and calculations where the ultimate tax outcome is uncertain.
EPS was $5.20 compared with $7.07. 19 Segment results – 2024 compared with 2023 Analog (includes Power and Signal Chain product lines) 2024 2023 Change Revenue $ 12,161 $ 13,040 (7) % Operating profit 4,608 5,821 (21) % Operating profit % of revenue 37.9 % 44.6 % Analog revenue decreased due to the mix of products shipped in both product lines, led by Signal Chain.
Segment results – 2025 compared with 2024 Analog (includes Power and Signal Chain product lines) 2025 2024 Change Revenue $ 14,006 $ 12,161 15 % Operating profit 5,412 4,608 17 % Operating profit % of revenue 38.6 % 37.9 % Analog revenue increased in both product lines about evenly due to higher demand, which was impacted by the macroeconomic factors discussed above.
Free cash flow was calculated by subtracting capital expenditures from the most directly comparable GAAP measure, cash flows from operating activities (also referred to as cash flow from operations).
Free cash flow is calculated as cash flows from operating activities (also referred to as cash flow from operations) less capital expenditures, plus proceeds from CHIPS Act incentives.
Conversely, as factory loadings increase, our fixed costs are spread over increased output and, absent other circumstances, our profit margins increase. • For an explanation of free cash flow, see the Non-GAAP financial information section. • All dollar amounts in the tables are stated in millions of U.S. dollars.
Until LFAB ramps, we expect Embedded to carry manufacturing costs that disproportionately affect Embedded Processing operating profit as compared to Analog. • For an explanation of free cash flow, see the Non-GAAP financial information section. • All dollar amounts in the tables are stated in millions of U.S. dollars.
Cash flows from operating activities for 2024 were $6.32 billion, a decrease of $102 million due to lower net income, partially offset by lower cash used for working capital. Cash flows from operating activities for 2024 include a cash benefit of $588 million from the U.S.
Cash flows from operating activities for 2025 were $7.15 billion, an increase of $835 million primarily due to higher net income and non-cash items, partially offset by higher cash used for working capital.
We used $929 million to repurchase 4.7 million shares of our common stock compared with $293 million used in 2023 to repurchase 1.8 million shares. Employee exercises of stock options provided cash proceeds of $517 million compared with $263 million in 2023.
Dividends paid in 2025 were $5.00 billion compared with $4.80 billion in 2024, reflecting an increased dividend rate. We used $1.48 billion to repurchase 8.5 million shares of our common stock compared with $929 million used in 2024 to repurchase 4.7 million shares.
Inventory was $4.53 billion, an increase of $528 million from the end of 2023. Days of inventory at the end of 2024 were 241 compared with 219 at the end of 2023. Liquidity and capital resources Our primary source of liquidity is cash flow from operations.
Days sales outstanding at the end of 2025 were 40 compared with 39 at the end of 2024. Inventory was $4.80 billion, an increase of $277 million from the end of 2024. Days of inventory at the end of 2025 were 222 compared with 241 at the end of 2024, which reflects the continued execution of our inventory strategy.
Operating profit decreased primarily due to lower revenue and higher manufacturing costs. Embedded Processing (includes microcontrollers and processors) 2024 2023 Change Revenue $ 2,533 $ 3,368 (25) % Operating profit 352 1,008 (65) % Operating profit % of revenue 13.9 % 29.9 % Embedded Processing revenue decreased. Operating profit decreased primarily due to lower revenue and associated gross profit.
Embedded Processing (includes microcontrollers and processors) 2025 2024 Change Revenue $ 2,697 $ 2,533 6 % Operating profit 304 352 (14) % Operating profit % of revenue 11.3 % 13.9 % 21 Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above.
CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) used to reduce income taxes payable. Investing activities for 2024 used $3.20 billion compared with $4.36 billion in 2023. Capital expenditures were $4.82 billion compared with $5.07 billion in 2023 and were primarily for semiconductor manufacturing equipment and facilities in both periods.
Cash flows from operating activities for 2025 and 2024 include cash benefits of $335 million and $588 million, respectively, from the CHIPS Act ITC used to reduce income taxes payable. Investing activities for 2025 used $1.44 billion compared with $3.20 billion in 2024.
Removed
Short-term investments provided cash proceeds of $1.47 billion in 2024 compared with $682 million in 2023. 20 As we continue to invest to strengthen our competitive advantages in manufacturing and technology, as part of our long-term capacity planning, our capital expenditures are expected to remain at elevated levels.
Added
Conversely, as factory loadings increase, our fixed costs are spread over increased output and, absent other circumstances, our profit margins increase. ◦ Our LFAB facility, which primarily supports our Embedded Processing business, was purchased as an operating fab and is in the early stages of ramping, so we expect factory loadings to increase over time.
Removed
In 2023, we received net proceeds of $3.00 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $500 million. Dividends paid in 2024 were $4.80 billion compared with $4.56 billion in 2023, reflecting an increased dividend rate.
Added
Macroeconomic factors In 2025, the overall analog and embedded semiconductor market recovery continued, though at a slower pace than prior upturns, likely related to broader macroeconomic dynamics and overall uncertainty. At the same time, global semiconductor shipments remain at levels below the prior peak.
Removed
In the ordinary course of global business, there may be many transactions and calculations where the ultimate tax outcome is uncertain.
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In addition, growth of semiconductor content in electronics has continued to drive demand for our products, particularly in the automotive, industrial and data center end markets, and we believe we are well-positioned with inventory and capacity to meet immediate customer demand. U.S. legislative update On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA).
Added
The OBBBA provides changes to U.S. federal tax law, including expensing of U.S. research expenditures and eligible capital expenditures, increasing the U.S. CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) and changing other tax provisions. The effect of the new law resulted in a higher effective tax rate in 2025.
Added
For 2026 and beyond, we expect the effective tax rate and tax-related cash payments to be lower than they would have been under prior tax law. 20 Details of financial results – 2025 compared with 2024 Revenue of $17.68 billion increased $2.04 billion, or 13.0%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.
Added
Operating expenses (R&D and SG&A) were $3.94 billion compared with $3.75 billion. Restructuring charges/other was $117 million due to efforts to drive operational efficiencies to support our long-term strategy, including the planned closures of our two remaining factories with 150mm production, as well as a non-cash goodwill impairment related to our custom ASIC products.
Added
This increase was primarily due to changes in the effect of U.S. tax benefits, including the effect of OBBBA, and higher income before income taxes, partially offset by higher discrete tax benefits of $37 million, primarily related to our non-U.S. operations. Our effective tax rate, which includes discrete tax items, was 12.4% in 2025 compared with 12.0% in 2024.
Added
Operating profit increased primarily due to higher revenue and associated gross profit, partially offset by higher operating expenses.
Added
Operating profit decreased primarily due to higher manufacturing costs and operating expenses, partially offset by higher revenue.
Added
Capital expenditures were $4.55 billion compared with $4.82 billion in 2024 and were primarily for semiconductor manufacturing equipment and facilities in both periods. In 2025, we received proceeds of $335 million from CHIPS Act incentives, including $75 million in direct funding. Short-term investments provided cash proceeds of $2.78 billion in 2025 compared with $1.47 billion in 2024.
Added
We are nearing the end of our six-year elevated capital expenditures cycle, and consistent with our capital management strategy, we are expecting to spend about $2 billion to $3 billion in 2026. Beyond 2026, capital expenditures will be dependent on revenue and growth expectations.
Added
Employee exercises of stock options provided cash proceeds of $400 million compared with $517 million in 2024. 22 We had $3.23 billion of cash and cash equivalents and $1.66 billion of short-term investments as of December 31, 2025.
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As announced on February 4, 2026, we have entered into a definitive agreement to acquire Silicon Labs for $231.00 per share in an all-cash transaction, representing a total enterprise value of approximately $7.5 billion.
Added
Under the terms of the agreement, Silicon Labs stockholders will receive $231.00 in cash for each share of Silicon Labs common stock they hold at the time of closing, which is currently expected to close in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions, including approval by Silicon Labs stockholders.
Added
Management believes it is unlikely that applying other estimates and assumptions would have a material impact on the financial statements. We consider the following accounting policies to be those that are most important to the portrayal of our financial condition and that require a higher degree of judgment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed3 unchanged
Biggest changeAs of December 31, 2024, we had forward currency exchange contracts outstanding with a notional value of $565 million to hedge net balance sheet exposures (including $180 million to buy Indian rupee, $91 million to sell British pounds and $78 million to sell Japanese yen). Similar hedging activities existed at year-end 2023.
Biggest changeAs of December 31, 2025, we had forward currency exchange contracts outstanding with a notional value of $675 million to hedge net balance sheet exposures (including $174 million to sell Malaysian ringgit, $169 million to buy Indian rupee and $107 million to sell British pounds). Similar hedging activities existed at year-end 2024.
Because interest rates on our long-term debt are fixed, changes in interest rates would not affect the cash flows associated with long-term debt. 23
Because interest rates on our long-term debt are fixed, changes in interest rates would not affect the cash flows associated with long-term debt. 25
Because most of the aggregate non-U.S. dollar balance sheet exposure is hedged by forward currency exchange contracts, which are based on year-end 2024 balances and currency exchange rates, a hypothetical 10% plus or minus fluctuation in non-U.S. currency exchange rates relative to the U.S. dollar would result in a pretax currency exchange gain or loss of less than $1 million.
Because most of the aggregate non-U.S. dollar balance sheet exposure is hedged by forward currency exchange contracts, which are based on year-end 2025 balances and currency exchange rates, a hypothetical 10% plus or minus fluctuation in non-U.S. currency exchange rates relative to the U.S. dollar would result in a pretax currency exchange gain or loss of approximately $5 million.
As of December 31, 2024, a hypothetical 100 basis point increase in interest rates would decrease the fair value of our investments in cash equivalents and short-term investments by about $22 million and decrease the fair value of our long-term debt by $952 million.
As of December 31, 2025, a hypothetical 100 basis point increase in interest rates would decrease the fair value of our investments in cash equivalents and short-term investments by about $11 million and decrease the fair value of our long-term debt by $969 million.

Other TXN 10-K year-over-year comparisons