AddedRisk Factors
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.
TXNTexas Instruments
We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. 10-K, Item 1
- Employees
- 33,000
- Headquarters
- Dallas, TX
- CEO
- Haviv Ilan
- Next results
- around Jan 26, 2027
10-K 0000097476-26-000059 (2026-02-06) vs 10-K 0000097476-25-000007 (2025-02-14)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 3,986 | 6.4% |
| MD&A | Item 7 | 2,803 | 18.3% |
| Legal Proceedings | Item 3, via Note 10 – Commitments and contingencies | 252 | 0.0% |
| Accounting Policies | Item 8, Note 2 – Basis of presentation and significant accounting policies and practices | 2,236 | 5.5% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 104 words changed in this paragraph; it is 44% similar to last year's version.
Source: Item 7, 10-K 0000097476-26-000059 vs Item 7, 10-K 0000097476-25-000007
Risk Factors 95 words changed in this paragraph; it is 49% similar to last year's version.
We have facilities in more than 30 countries. About 60% of our revenue comes from customers with headquarter locations outside the United States; revenue States. Revenue from end customers headquartered in China represents represented about 20% of our revenue. 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. 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. 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.
Source: Item 1A, 10-K 0000097476-26-000059 vs Item 1A, 10-K 0000097476-25-000007
Accounting Policies 48 words changed in this paragraph; it is 83% similar to last year's version.
The U.S. CHIPS and Science Act (CHIPS Act) provides funding for manufacturing grants and research investments, and it establishes a 25% established an investment tax credit (ITC) for certain investments in U.S. semiconductor manufacturing. We expect to benefit from The enactment of the One Big Beautiful Bill Act (OBBBA) in 2025 increased the ITC on from 25% to 35% for qualifying manufacturing investments through 2034. We placed in service after December 31, 2025. Additionally, we have also entered into an agreement with the U.S. Department of Commerce to receive direct funding of up to $1.6 billion for our three large-scale 300mm wafer fabs currently under construction located in Sherman, Texas, and Lehi, Utah. Direct funding of the award will be is based on the achievement of certain milestones. The agreement contains representations, warranties and covenants that relate to compliance with requirements for awards provided for in the CHIPS Act. In addition, the The agreement also includes certain events of default and related rights and remedies, including clawbacks.
Source: Item 8, Note 2 – Basis of presentation and significant accounting policies and practices, 10-K 0000097476-26-000059 vs Item 8, Note 2 – Basis of presentation and significant accounting policies and practices, 10-K 0000097476-25-000007
Every change, by type
Sentences and paragraphs of TXN's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-14. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
RemovedRisk Factors
RewordedRisk Factors
From time to time, we receive inquiries from government entities regarding our compliance with laws and regulations, and we entities, which could be subject result in enforcement actions or litigation leading to related litigation, investigations or enforcement activity that can be unpredictable and time-consuming, as well as potential disruptions to our operations, or significant fines, penalties or other legal liability.
RewordedRisk Factors
Certain countries where we operate 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 enactment 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. barriers applicable to the semiconductor industry.
RewordedRisk Factors
Geopolitical tensions may 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.
RewordedRisk Factors
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.
RewordedRisk Factors
Changes in these laws and regulations could affect the locations where we jurisdictions in which our profits are deemed to earn income, earned and taxed, which could in turn affect our results of operations.
RewordedRisk Factors
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. States.
RewordedRisk Factors
RewordedRisk Factors
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. recommendations; application of these laws to U.S.-based multinational corporations remains uncertain.
RewordedRisk Factors
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. investment, which could prevent us from competing effectively.
RewordedRisk Factors
We have made and will continue to make significant investments in manufacturing capacity, capacity consistent with our capital management strategy, and we might not realize our expected return on those investments.
RewordedRisk Factors
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 restrictions, measures, may adversely affect our results of operations and financial condition.
RewordedRisk Factors
A number of factors could cause our tax rate to increase, including a change changes in the jurisdictions in which our profits are earned and taxed; a change 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.
AddedMD&A
For more information about market and business characteristics, see the Business discussion in Item 1 of this Form 10-K.
AddedMD&A
◦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. Until LFAB ramps, we expect Embedded to carry manufacturing costs that disproportionately affect Embedded Processing operating profit as compared to Analog.
AddedMD&A
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. 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.
AddedMD&A
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA). 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. 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.
AddedMD&A
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.
AddedMD&A
Analog revenue increased in both product lines about evenly due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit, partially offset by higher operating expenses.
AddedMD&A
Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit decreased primarily due to higher manufacturing costs and operating expenses, partially offset by higher revenue.
AddedMD&A
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. 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. We expect to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
RewordedMD&A
Reconciliation to the most directly comparable GAAP measures is provided in the table below.For Years Ended December 31, 2025 2024 2023 Cash flow from operations (GAAP) * $ 7,153 $ 6,318 $ 6,420 Capital expenditures (4,550) (4,820) (5,071) Proceeds from CHIPS Act incentives 335 — Free cash flow (non-GAAP) $ 2,938 $ 1,498 $ 1,349 Revenue $ 17,682 $ 15,641 $ 17,519 Cash flow from operations as a percentage of revenue (GAAP) 40.5 % 40.4 % 36.6 % Free cash flow as a percentage of revenue (non-GAAP) 16.6 % 9.6 % 7.7 %
RewordedMD&A
Free cash flow was is calculated by subtracting capital expenditures from the most directly comparable GAAP measure, as cash flows from operating activities (also referred to as cash flow from operations). operations) less capital expenditures, plus proceeds from CHIPS Act incentives.
RewordedMD&A
RewordedMD&A
Cash flows from operating activities for 2025 and 2024 include a cash benefit benefits of $335 million and $588 million million, respectively, from the U.S. CHIPS Act ITC used to reduce income taxes payable.
RewordedMD&A
Cash flows from operating activities for 2024 2025 were $6.32 $7.15 billion, a decrease an increase of $102 $835 million primarily due to lower higher net income, income and non-cash items, partially offset by lower higher cash used for working capital.
RewordedMD&A
Analog (includes Power and Signal Chain product lines)2024 2023 lines)2025 2024 Change Revenue $ 14,006 $ 12,161 $ 13,040 (7)% 15% Operating profit 5,412 4,608 5,821 (21)% 17% Operating profit % of revenue 38.6 % 37.9 % 44.6 %
RewordedMD&A
Embedded Processing (includes microcontrollers and processors)2024 2023 processors)2025 2024 Change Revenue $ 2,697 $ 2,533 $ 3,368 (25)% 6% Operating profit 304 352 1,008 (65)% (14)% Operating profit % of revenue 11.3 % 13.9 % 29.9 %
RewordedMD&A
Other (includes DLP® products, calculators and custom ASIC products)2024 2023 products)2025 2024 Change Revenue $ 979 $ 947 $ 1,111 (15)% 3% Operating profit * 307 505 502 1% (39)% Operating profit % of revenue 31.4 % 53.3 % 45.2 %
RewordedMD&A
Days of inventory at the end of 2024 2025 were 241 222 compared with 219 241 at the end of 2023. 2024, which reflects the continued execution of our inventory strategy.
RewordedMD&A
Operating profit was $6.02 billion, or 34.1% of revenue, compared with $5.47 billion, or 34.9% of revenue, compared with $7.33 billion, or 41.8% of revenue.
RewordedMD&A
We sell our products into six end the following markets: industrial, automotive, data center, personal electronics, enterprise systems, electronics and communications equipment and other. equipment.
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