What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-06 compared with 2025-02-14 · 55 added, 31 removed, 110 unchanged (44% of the section changed)

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(b) A broad portfolio of analog and embedded processing products that offers more opportunity per customer and more value for our investments.

(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.

(d) Diversity and longevity of our products, markets and customer positions that provide less single point dependency and longer returns on our investments.

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Finally, we will remain focused on the belief that long-term growth of free cash flow per share is the ultimate measure to generate value.

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.

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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.

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.

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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.

Results of operations

Performance summary

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.

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.

We sell our products into the following markets:

industrial, automotive, data center, personal electronics and communications equipment.

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.

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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.

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.

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.

legislative update

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.

Details of financial results – 2025 compared with 2024

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.

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.

Gross 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%.

Operating expenses (R&D and SG&A) were $3.94 billion compared with $3.75 billion.

Restructuring charges/other was a credit of $124 million primarily due to a gain on the sale of a property during 2024.

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.

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.

Other income and expense (OI&E) was $496 million of income compared with $440 million of income, due to interest income.

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.

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Our provision for income taxes was $709 million compared with $654 million.

This decrease was due to lower income before income taxes.

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.

Our effective tax rate, which includes discrete tax items, was 12.4% in 2025 compared with 12.0% in 2024.

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Operating profit % of revenue 38.6 % 37.9 %

Analog revenue decreased due to the mix of products shipped in both product lines, led by Signal Chain.

Operating profit decreased primarily due to lower revenue and higher manufacturing costs.

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.

Embedded Processing (includes microcontrollers and processors)

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Operating profit % of revenue 11.3 % 13.9 %

Embedded Processing revenue decreased.

Operating profit decreased primarily due to lower revenue and associated gross profit.

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.

Other (includes DLP ® products, calculators and custom ASIC products)

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* Includes Restructuring charges/other

Other revenue decreased $164 million, and operating profit increased $3 million.

Other revenue increased $32 million, and operating profit decreased $198 million.

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.

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.

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 2024 were 241 compared with 219 at the end of 2023.

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.

Liquidity and capital resources

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As of December 31, 2025, our credit facility was undrawn, and we had no commercial paper outstanding.

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.

CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) used to reduce income taxes payable.

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.

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.

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.

Short-term investments provided cash proceeds of $1.47 billion in 2024 compared with $682 million in 2023.

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.

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 received $588 million in associated cash benefit from qualifying capital expenditures in 2024.

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.

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.

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.

Financing activities for 2025 used $5.69 billion compared with $2.88 billion in 2024.

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Dividends paid in 2025 were $5.00 billion compared with $4.80 billion in 2024, reflecting an increased dividend rate.

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.

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.

Employee exercises of stock options provided cash proceeds of $400 million compared with $517 million in 2024.

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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 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.

Non-GAAP financial information

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These are financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (GAAP).

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.

We believe that free cash flow and the associated ratios provide insight into our liquidity, our cash-generating capability and the amount of cash potentially available to return to shareholders, as well as insight into our financial performance.

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Capital expenditures (4,550) (4,820)

Proceeds from CHIPS Act incentives 335 —

Free cash flow (non-GAAP) $ 2,938 $ 1,498

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Free cash flow as a percentage of revenue (non-GAAP) 16.6 % 9.6 %

* Includes a cash benefit of $588 million from the CHIPS Act ITC used to reduce income taxes payable for 2024

* 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.

Critical accounting estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis