Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
The strategic decision to own our manufacturing, process and packaging technology provides us with tangible benefits of lower manufacturing costs and greater control of our supply chain and provides our customers with geopolitically dependable capacity.
MD&A / Manufacturing / owned technology and supply control · Dépôt 24/07/2026
We own and operate both wafer fabrication and assembly/test facilities in North America, Asia, Japan and Europe.
MD&A / Manufacturing / operating facilities · Dépôt 24/07/2026
We have focused on creating a competitive structural cost advantage by investing in our 300mm wafer production, which describes the diameter of the wafer on which our chips are produced, and costs about 40% less than a chip built on a 200mm wafer.
MD&A / Manufacturing / 300mm cost comparison · Dépôt 24/07/2026
The company continued to qualify and ramp production at its 300mm wafer fabs in Richardson, Texas, Lehi, Utah and Sherman, Texas.
Executive compensation / Strategic progress / qualified and ramping fabs · Dépôt 04/03/2026
Semiconductor cycles are affected by the significant time and money required to build and maintain semiconductor manufacturing facilities.
Business / Semiconductor cycle / manufacturing time and investment · Dépôt 06/02/2026
This broad portfolio includes more than 80,000 products that are integral to almost every type of electronic equipment.
Business / Product information / portfolio breadth · Dépôt 06/02/2026
In 2025, more than 80% of the company’s revenue was direct.
Executive compensation / Strategic progress / direct revenue share · Dépôt 04/03/2026
When factory loadings decrease, our fixed costs are spread over reduced output and, absent other circumstances, our profit margins decrease.
MD&A / Results of operations / lower factory loadings · Dépôt 24/07/2026
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.
MD&A / 2025 results / expansion and factory-loading costs · Dépôt 06/02/2026
The price and product development pressures that result from competition may lead to reduced profit margins and lost business opportunities in the event that we are unable to match the price declines or cost efficiencies, or meet the technological, product, support, software or manufacturing advancements of our competitors.
Risk factors / Competition / price and development pressure · Dépôt 06/02/2026
Certain competitors possess sufficient financial, technical and management resources and utilize available incentives offered by various countries and government entities to develop and market products that may compete favorably against our products, and consolidation among our competitors may allow them to compete more effectively.
Risk factors / Competition / competitor resources and incentives · Dépôt 06/02/2026
Rapid technological change in markets we serve could contribute to shortened product life cycles and a decline in average selling prices of our products.
Risk factors / Technological change / life cycles and selling prices · Dépôt 06/02/2026
In addition, customers’ prior investments in software development is also a competitive factor for our embedded processing products.
Business / Competition / embedded software investment · Dépôt 06/02/2026
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.
Business / Competition / process technology and embedded software · Dépôt 02/02/2024
Embedded Processing (includes microcontrollers and processors) Q2 2026 Q2 2025 Change Revenue $ 788 $ 679 16 % Operating profit 168 85 98 % Operating profit % of revenue 21.3 % 12.5 % Embedded Processing revenue increased due to higher demand.
MD&A / Embedded Processing / demand-led growth · Dépôt 24/07/2026
•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.
MD&A / Results of operations / shipment-volume attribution · Dépôt 24/07/2026
Details of financial results – first six months of 2026 compared with first six months of 2025 Revenue of $10.29 billion increased $1.77 billion, or 21%, due to increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment.
MD&A / First-half 2026 results / demand-led revenue growth · Dépôt 24/07/2026
Gross profit of $6.15 billion was up $1.26 billion, or 26%, primarily due to higher revenue, partially offset by higher manufacturing costs associated with our planned capacity expansions.
MD&A / First-half 2026 results / gross-profit drivers · Dépôt 24/07/2026
As a percentage of revenue, gross profit increased to 59.8% from 57.4%.
MD&A / First-half 2026 results / gross margin · Dépôt 24/07/2026
As a percentage of revenue, gross profit decreased to 57.0% from 58.1%.
MD&A / 2025 results / gross-margin decline · Dépôt 06/02/2026
•Three-year performance ◦Compound annual revenue growth for 2023-2025 was -4.1%, which was below the median for Semiconductor Peers.
Executive compensation / Three-year performance / revenue contraction · Dépôt 04/03/2026
Customers, sales and distribution We sell our products to over 100,000 customers.
Business / Customers, sales and distribution / customer count · Dépôt 06/02/2026
Our customer base is diverse, with about half of our revenue derived from customers outside of our largest 50.
Business / Customers, sales and distribution / diversification · Dépôt 06/02/2026
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.
MD&A / Overview / 2025 investment and shareholder returns · Dépôt 06/02/2026
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.
MD&A / Non-GAAP reconciliation / operating cash flow and capital expenditures · Dépôt 06/02/2026
4 For Six Months Ended Consolidated Statements of Cash Flows June 30, (In millions) 2026 2025 Cash flows from operating activities Net income $ 3,525 $ 2,474 Adjustments to net income: Depreciation 1,088 884 Amortization of capitalized software 42 41 Stock compensation 236 245 Gains on sales of assets (13) — Deferred taxes (66) (137) Increase (decrease) from changes in: Accounts receivable (557) (215) Inventories 199 (285) Prepaid expenses and other current assets (7) (16) Accounts payable and accrued expenses (24) (29) Accrued compensation (305) (255) Income taxes payable 116 61 Changes in funded status of retirement plans 7 (27) Other (18) (32) Cash flows from operating activities 4,223 2,709 Cash flows from investing activities Capital expenditures (1,190) (2,428) Proceeds from U.S.
Financial statements / First-half 2026 cash flows / operations and capital expenditures · Dépôt 24/07/2026
CHIPS and Science Act (CHIPS Act) incentives 1,104 260 Proceeds from asset sales 37 — Purchases of short-term investments (3,342) (1,839) Proceeds from short-term investments 1,679 3,938 Other (37) (13) Cash flows from investing activities (1,749) (82) Cash flows from financing activities Proceeds from issuance of long-term debt — 1,199 Repayment of debt — (750) Dividends paid (2,586) (2,473) Stock repurchases (185) (955) Proceeds from common stock transactions 754 233 Other (22) (37) Cash flows from financing activities (2,039) (2,783) Net change in cash and cash equivalents 435 (156) Cash and cash equivalents at beginning of period 3,225 3,200 Cash and cash equivalents at end of period $ 3,660 $ 3,044 Supplemental cash flow information Investment tax credit (ITC) used to reduce income taxes payable $ 301 $ 203 Proceeds from CHIPS Act incentives 1,104 260 Total cash benefit related to the CHIPS Act $ 1,405 $ 463 See accompanying notes.
Financial statements / First-half 2026 cash flows / incentives and financing · Dépôt 24/07/2026
Financial statements For Three Months Ended For Six Months Ended Consolidated Statements of Income June 30, June 30, (In millions, except per-share amounts) 2026 2025 2026 2025 Revenue $ 5,463 $ 4,448 $ 10,288 $ 8,517 Cost of revenue (COR) 2,111 1,873 4,137 3,629 Gross profit 3,352 2,575 6,151 4,888 Research and development (R&D) 535 527 1,045 1,044 Selling, general and administrative (SG&A) 490 485 954 957 Acquisition charges 17 — 34 — Operating profit 2,310 1,563 4,118 2,887 Other income (expense), net (OI&E) 69 48 116 128 Interest and debt expense 141 133 282 261 Income before income taxes 2,238 1,478 3,952 2,754 Provision for income taxes 258 183 427 280 Net income $ 1,980 $ 1,295 $ 3,525 $ 2,474 Earnings per common share (EPS): Basic $ 2.16 $ 1.42 $ 3.85 $ 2.71 Diluted $ 2.14 $ 1.41 $ 3.82 $ 2.69 Average shares outstanding: Basic 912 908 911 909 Diluted 920 912 917 914 A portion of net income is allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents.
Financial statements / Income / earnings and average shares · Dépôt 24/07/2026
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.
MD&A / Overview / pending acquisition agreement · Dépôt 24/07/2026
In June 2026, we entered into a 364-day delayed draw term loan credit facility for borrowings up to $5 billion to support the Silicon Labs acquisition consideration and related transaction expenses.
Notes / Debt and lines of credit / acquisition financing facility · Dépôt 24/07/2026
◦In January 2025, Mr. Ilan received an equity compensation award with a grant date fair value of $18 million in order to align his equity compensation with the projected market range for similarly situated CEOs in the Comparator Group.
Executive compensation / CEO / actual January 2025 equity award · Dépôt 04/03/2026
Restricted stock units have a four-year cliff vest schedule in order to support retention of our executives.
Executive compensation / Equity terms / four-year cliff vesting · Dépôt 04/03/2026
It is against TI policy for any employee, including an executive officer, or director to engage in trading in “puts” (options to sell at a fixed price), “calls” (similar options to buy) or other options or hedging techniques on TI stock specifically designed to limit losses on TI stock or equity compensation held by the employee or director.
Corporate governance / Policy against hedging · Dépôt 04/03/2026
Under the policy, in the event the company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the committee shall seek to recover incentive-based compensation received by any executive officer during the three fiscal years immediately preceding the date that such a restatement is required in excess of the amount of incentive-based compensation that otherwise would have been received by the executive officer had such compensation been determined based on the restated financial results.
Executive compensation / Recoupment policy · Dépôt 04/03/2026
In assessing performance and compensation decisions, the committee does not use formulas, thresholds or multiples.
Executive compensation / Discretionary assessment · Dépôt 04/03/2026
2025 Absolute Performance 2025 Relative Performance * Revenue Growth: Total TI 13.0% Above median Profit from Operations as a % of Revenue (Operating Profit Margin) 34.1% Above median Total Shareholder Return (TSR) -4.5 % Below median Assessment of Strategic Progress Strengthened strategic position in 2025 Year-on-Year Change in Bonus for NEOs (2025 Bonus Compared with 2024) 10% increase * Relative to Semiconductor Peers; includes estimates and projections of certain peer companies’ financial results.
Executive compensation / Performance assessment and bonus increase · Dépôt 04/03/2026
Employment Termination due to Death or Permanent Disability or at Least Six Months after Grant When Retirement Eligible * Employment Termination for Cause Other Circumstances of Employment Termination Unexercisable portion of option Continues Stops Stops Exercisable portion of option Remains exercisable to end of term Terminates Remains exercisable for 30 days * Retirement eligibility is defined for purposes of equity awards as at least age 55 with 10 or more years of TI service or at least age 65.
Executive compensation / Outstanding options / retirement vesting provisions · Dépôt 04/03/2026
Board leadership structure The board’s current leadership structure combines the positions of chairman and CEO and includes a lead director who presides at executive sessions and performs the duties listed below.
Corporate governance / Combined chairman and CEO · Dépôt 04/03/2026
In addition, the lead director has authority to call meetings of the independent directors.
Corporate governance / Lead-director authority · Dépôt 04/03/2026
No executive officer determines his or her own compensation or the compensation of any other executive officer.
Corporate governance / Executive compensation decision authority · Dépôt 04/03/2026
These practices include: •Special meetings may be called by stockholders who collectively hold 25% or more of our outstanding stock; •Our by-laws provide a “proxy access” right that conforms to market practice; •Annually elected board; •Majority vote standard for uncontested director elections; and •Robust stockholder engagement throughout the year.
Stockholder rights / Annual elections and majority voting · Dépôt 04/03/2026
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 6, 2026, expressed an unqualified opinion thereon.
Independent auditor report / Internal-control opinion · Dépôt 06/02/2026
During the periods presented, there have been no material accruals or payments regarding product warranty or product liability.
Notes / Warranty costs and product liabilities / actual claims experience · Dépôt 24/07/2026
Days of inventory for the second quarter of 2026 were 196 compared with 222 at the end of 2025, which reflects the continued execution of our inventory strategy.
MD&A / Inventory / days of inventory · Dépôt 24/07/2026
In the comparison of relative performance, the committee used the following companies (the “Semiconductor Peers”): Advanced Micro Devices, Inc.
Executive compensation / Semiconductor peer comparison · Dépôt 04/03/2026
NXP Semiconductors N.V. Analog Devices, Inc.
Executive compensation / Semiconductor peer comparison · Dépôt 04/03/2026
•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.
Results discussion: attribution of revenue changes to demand and shipment volumes · Dépôt 24/07/2026
Details of financial results – first six months of 2026 compared with first six months of 2025 Revenue of $10.29 billion increased $1.77 billion, or 21%, due to increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment.
First six months of 2026 versus 2025: revenue growth explanation · Dépôt 24/07/2026
The revenue recognized is adjusted based on allowances, which are prepared on a portfolio basis using a most likely amount methodology based on analysis of historical data and contractual terms.
Revenue recognition: allowances based on historical data and contractual terms · Dépôt 06/02/2026
These allowances, which are not material, generally include adjustments for pricing arrangements, product returns and incentives.
Revenue recognition: immaterial allowances for pricing arrangements, returns and incentives · Dépôt 06/02/2026
•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.
Results discussion: attribution of revenue changes to demand and shipment volumes · Dépôt 24/07/2026
◦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.
Results discussion: product mix effects on revenue and gross profit · Dépôt 24/07/2026
The revenue recognized is adjusted based on allowances, which are prepared on a portfolio basis using a most likely amount methodology based on analysis of historical data and contractual terms.
Revenue recognition: allowances based on historical data and contractual terms · Dépôt 06/02/2026
These allowances, which are not material, generally include adjustments for pricing arrangements, product returns and incentives.
Revenue recognition: immaterial allowances for pricing arrangements, returns and incentives · Dépôt 06/02/2026
•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.
Results discussion: revenue changes attributed to demand and shipment volumes · Dépôt 24/07/2026
◦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.
Results discussion: product mix effects on revenue and gross profit · Dépôt 24/07/2026
Prior to shipment, TI’s price for Items may change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, currency exchange rates, changes to economic conditions, or any other changes to conditions.
Section 2, Prices; Additional Fees; Invoices: preshipment price adjustments · Consulté 19/10/2026
The final price in effect on the date of shipment as stated in TI’s invoice applies.
Section 2: shipment-date invoice price applies · Consulté 19/10/2026
TI hereby objects to and rejects any additional or different term proposed by Buyer, including those contained in Buyer’s purchase order, unless TI expressly agrees to such terms in writing.
Contract terms: rejection of buyer terms unless expressly agreed in writing · Consulté 19/10/2026
No addition to or modification or waiver of any provision of this contract will be binding upon TI unless made in writing and signed by a duly authorized TI representative.
Section 18, Miscellaneous: written authorization required for contractual modifications · Consulté 19/10/2026
