What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-06 compared with 2025-02-14 · 132 added, 89 removed, 974 unchanged (18% of the section changed)

37 unchanged sentences

Net income $ 5,001 $ 4,799 $ 6,510

Other comprehensive income (loss)

Changes in other comprehensive income (loss), net of tax

Net actuarial losses of defined benefit plans:

Adjustments, net of tax effect of ($ 20 ), ($ 9 ) and $ 48

53 27 ( 155 )

Recognized within net income, net of tax effect of ($ 3 ), ($ 5 ) and ($ 17 )

Adjustments 59 53 27

Recognized within net income 14 10 15

Prior service cost (credit) of defined benefit plans:

Recognized within net income, net of tax effect of $ 0 , $ 0 and $ 0

Derivative instruments:

Change in fair value, net of tax effect of $ 0 , $ 0 and $ 0

Available-for-sale investments:

Unrealized gains (losses), net of tax effect of $ 0 , ($ 1 ) and $ 1

Other comprehensive income (loss), net of taxes 65 49 ( 97 )

Adjustments ( 18 ) — —

Recognized within net income 1 1 1

Available-for-sale investments and other:

Adjustments ( 1 ) 1 6

Other comprehensive income (loss) 55 65 49

Total comprehensive income $ 5,056 $ 4,864 $ 6,559

56 unchanged sentences

Stock compensation 419 387 362

Gains on sales of assets ( 127 ) — ( 3 )

(Gains) losses on sales of assets 2 ( 127 ) —

Deferred taxes ( 19 ) ( 210 ) ( 299 )

11 unchanged sentences

Capital expenditures ( 4,550 ) ( 4,820 ) ( 5,071 )

Proceeds from U.S.

CHIPS and Science Act (CHIPS Act) incentives 335 — —

Proceeds from asset sales 1 195 3

16 unchanged sentences

Investment tax credit (ITC) used to reduce income taxes payable $ 335 $ 588 $ —

Total cash benefit related to the U.S.

CHIPS and Science Act $ 588 $ — $ —

Proceeds from CHIPS Act incentives 335 — —

Total cash benefit related to the CHIPS Act $ 670 $ 588 $ —

See accompanying notes.

45 unchanged sentences

Our segments reflect how our chief operating decision maker (CODM), which is our chief executive officer, allocates resources and measures results.

• 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.

Analog semiconductors are also used to manage power in all electronic equipment by converting, distributing, storing, discharging, isolating and measuring electrical energy, whether the equipment is plugged into a wall or using a battery.

10 unchanged sentences

We allocate the remainder of our expenses associated with corporate activities to our operating segments based on specific methodologies, such as percentage of operating expenses or headcount.

Our centralized manufacturing and support organizations, such as facilities, procurement and logistics, provide support to our operating segments, including those in Other.

Costs incurred by these organizations, including depreciation, are charged to the segments on a per-unit basis.

Costs incurred by our centralized manufacturing and support organizations, including depreciation, are charged to the operating segments, including those in Other, on a per-unit basis.

Consequently, depreciation expense is not an independently identifiable component within the segments’ results and, therefore, is not provided.

48 unchanged sentences

China 674 737

Rest of Asia 1,877 1,433

Rest of Asia (a) 2,450 1,877

Europe, Middle East and Africa 71 74

2 unchanged sentences

Total property, plant and equipment $ 12,320 $ 11,347

(a) Property, plant and equipment at our sites in Malaysia was $ 1.40 billion and $ 931 million as of December 31, 2025 and 2024, respectively.

Major customer

One of our end customers accounted for 12 % of revenue in 2024 recognized primarily in our Analog segment.

No end customer accounted for 10% or more of revenue in 2023 or 2022.

One of our end customers accounted for 12 % of revenue in both 2025 and 2024, recognized primarily in our Analog segment.

No end customer accounted for 10% or more of revenue in 2023.

Basis of presentation and significant accounting policies and practices

49 unchanged sentences

Income allocated to RSUs ( 28 ) ( 24 ) ( 34 )

Income allocated to common stock $ 4,775 912 $ 5.24 $ 6,476 908 $ 7.13 $ 8,709 916 $ 9.51

Income allocated to

common stock $ 4,973 909 $ 5.47 $ 4,775 912 $ 5.24 $ 6,476 908 $ 7.13

Dilutive effect of stock compensation plans 4 7 8

1 unchanged sentence

Income allocated to RSUs ( 28 ) ( 24 ) ( 33 )

Income allocated to common stock $ 4,775 919 $ 5.20 $ 6,477 916 $ 7.07 $ 8,710 926 $ 9.41

Income allocated to

common stock $ 4,973 913 $ 5.45 $ 4,775 919 $ 5.20 $ 6,477 916 $ 7.07

Potentially dilutive securities representing 10 million, 8 million and 10 million shares of common stock that were outstanding in 2025, 2024 and 2023, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.

12 unchanged sentences

A statistical allowance is provided for inventory considered unlikely to be sold.

The statistical allowance is based on an analysis of historical disposal activity, historical customer shipments and age of inventory.

The statistical allowance is based on an analysis of historical disposal activity and age of inventory.

A specific allowance for each material type will be carried if there is a significant event not captured by the statistical allowance.

4 unchanged sentences

Incentives for specific operating activities are offset against the related expense in the period the expense is incurred.

CHIPS and Science Act (CHIPS Act) provides funding for manufacturing grants and research investments, and it establishes a 25% investment tax credit (ITC) for certain investments in U.S.

CHIPS and Science Act (CHIPS Act) provides funding for manufacturing grants and research investments, and it established an investment tax credit (ITC) for certain investments in U.S.

semiconductor manufacturing.

We expect to benefit from the ITC on qualifying manufacturing investments through 2034.

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 in Sherman, Texas, and Lehi, Utah.

Direct funding of the award will be based on the achievement of certain milestones.

The enactment of the One Big Beautiful Bill Act (OBBBA) in 2025 increased the ITC from 25% to 35% for qualifying manufacturing investments placed in service after December 31, 2025.

Additionally, we have 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 located in Sherman, Texas, and Lehi, Utah.

Direct funding of the award 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 agreement includes certain events of default and related rights and remedies, including clawbacks.

As of December 31, 2024, we have recognized $ 3.15 billion of CHIPS Act receivables, which are comprised of $ 904 million in prepaid expenses and other current assets and $ 2.25 billion in other long-term assets .

The agreement also includes certain events of default and related rights and remedies, including clawbacks.

As of December 31, 2025, we have recognized $ 3.35 billion of CHIPS Act receivables, which are comprised of $ 1.71 billion in prepaid expenses and other current assets and $ 1.64 billion in other long-term assets .

We have also recognized deferred income of $ 95 million in other long-term liabilities for eligible expenditures that have not yet been incurred.

See Note 11 for additional information.

In 2024, the total cash benefit related to the ITC was $ 588 million, which was used to reduce our income taxes payable.

The CHIPS Act ITC and direct funding incentives have reduced the carrying amounts of manufacturing assets by $ 3.14 billion, of which $ 1.78 billion was recognized in 2024.

Cost of revenue benefited by $ 159 million and $ 45 million from the CHIPS Act incentives, recognized as a reduction of depreciation expense in 2024 and 2023, respectively.

In 2025, the total cash benefit related to CHIPS Act incentives was $ 670 million, which included $ 335 million used to reduce our income taxes payable and $ 335 million of cash proceeds received.

The CHIPS Act incentives have reduced the carrying amounts of manufacturing assets by $ 4.51 billion, of which $ 1.37 billion was recognized in 2025.

Cost of revenue benefited by $ 353 million, $ 159 million and $ 45 million from the CHIPS Act incentives, recognized as a reduction of depreciation expense in 2025, 2024 and 2023, respectively.

Property, plant and equipment and other capitalized costs

2 unchanged sentences

Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

We amortize acquisition-related intangibles on a straight-line basis over the estimated economic life of the assets.

Capitalized software licenses are generally amortized on a straight-line basis over the term of the license.

25 unchanged sentences

We are exposed to variability in compensation charges related to certain deferred compensation obligations to employees.

We use total return swaps to economically hedge this exposure and offset the related compensation expense, recognizing changes in the value of the swaps and the related deferred compensation liabilities in SG&A.

We use total return swaps to economically hedge this exposure and offset the related compensation expense, recognizing changes in the fair value of the swaps and the related deferred compensation liabilities in SG&A.

In connection with the issuance of long-term debt, we may use financial derivatives such as treasury-rate lock agreements that are recognized in AOCI and amortized over the life of the related debt.

1 unchanged sentence

We do not use derivatives for speculative or trading purposes.

Changes in accounting standards – adopted standards for current period

We adopted the following Accounting Standards Updates (ASU) during the current period:

ASU Description Adopted for Year Ended

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures December 31, 2025

Changes in accounting standards – standards not yet adopted

We are currently evaluating the potential impact of the following ASUs on our financial statements and related disclosures.

We plan to adopt these ASUs as of their effective dates.

ASU Description Effective for Period Ending

2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses December 31, 2027

2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software March 31, 2028

2025-10 Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities March 31, 2029

Stock compensation

1 unchanged sentence

The option price per share may not be less than the fair market value of our common stock on the date of the grant.

The options have a 10 -year term, generally vest ratably over four years and continue to vest after the option recipient retires.

The options have a 10 -year term and generally vest ratably over four years .

Options continue to vest after the recipient retires.

We also have RSUs outstanding to participants under long-term incentive plans.

2 unchanged sentences

Holders of RSUs receive an annual cash payment equivalent to the dividends paid on our common stock.

The fair value per share of RSUs is generally determined based on the closing price of our common stock on the date of grant.

The fair value per share of RSUs is determined based on the closing price of our common stock on the date of grant.

We have options and RSUs outstanding to non-employee directors under director compensation plans.

10 unchanged sentences

Total $ 419 $ 387 $ 362

These amounts include expenses related to non-qualified stock options, RSUs and stock options offered under our ESPP and are net of estimated forfeitures.

We recognize compensation expense for non-qualified stock options and RSUs on a straight-line basis over the minimum service period required for vesting of the award, adjusting for estimated forfeitures based on historical activity.

These amounts include expenses related to stock options, RSUs and options offered under our ESPP and are net of estimated forfeitures.

We recognize compensation expense for stock options and RSUs on a straight-line basis over the minimum service period required for vesting of the award, adjusting for estimated forfeitures based on historical activity.

Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis.

3 unchanged sentences

We account for all awards granted under our various stock compensation plans at fair value.

We estimate the fair values for non-qualified stock options using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

We estimate the fair values for stock options using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

For Years Ended December 31,

6 unchanged sentences

Expected dividend yields 2.92 % 3.11 % 2.86 %

We use market-based measures of implied volatility to determine expected volatility on all options granted.

We determine expected lives of options based on the historical option exercise experience of our option holders using a rolling 10-year average.

We use market-based measures of implied volatility to determine expected volatility.

We determine expected lives of options based on historical option exercises using a rolling 10-year average.

Expected dividend yields are based on the annualized approved quarterly dividend rate and the current market price of our common stock at the time of grant.

24 unchanged sentences

Weighted average exercise price per share $ 150.97 $ 133.57

Intrinsic value (billions) $ 1.24 $ 1.08

Intrinsic value (millions) $ 610 $ 589

(a) Includes effects of expected forfeitures.

Excluding the effects of expected forfeitures, the aggregate intrinsic value of stock options outstanding was $ 1.24 billion.

Excluding the effects of expected forfeitures, the aggregate intrinsic value of stock options outstanding was $ 611 million.

Effect on shares outstanding and treasury shares

29 unchanged sentences

Total $ 728 $ ( 19 ) $ 709 $ 864 $ ( 210 ) $ 654 $ 1,207 $ ( 299 ) $ 908

Principal reconciling items from the U.S.

Applying the updated requirements in ASU 2023-09 on a prospective basis, the principal reconciling items from the U.S.

statutory income tax rate to the effective tax rate (provision for income taxes as a percentage of income before income taxes) are as follows:

For Year Ended December 31,

statutory income tax rate $ 1,199 21.0 %

Foreign tax effects:

Tax incentives ( 127 ) ( 2.2 )

Other foreign jurisdictions 16 0.3

Effect of cross-border tax laws:

Foreign derived intangible income ( 231 ) ( 4.0 )

Other ( 30 ) ( 0.6 )

R&D tax credit ( 79 ) ( 1.4 )

Nontaxable or nondeductible items:

Stock compensation ( 66 ) ( 1.1 )

Other adjustments 18 0.3

Effective tax rate $ 709 12.4 %

For the years ended December 31, 2024, and 2023, prior to the adoption of ASU 2023-09, the principal reconciling items from the U.S.

statutory income tax rate to the effective tax rate are as follows:

For Years Ended December 31,

2024 2023 2022

statutory income tax rate 21.0 % 21.0 %

6 unchanged sentences

The earnings represented by non-cash operating assets, such as fixed assets and inventory, will continue to be permanently reinvested outside the United States.

Provisions of the U.S.

Tax Cuts and Jobs Act, such as the one-time tax on indefinitely reinvested earnings and the global intangible low-taxed income (GILTI) tax for years beginning in 2018, eliminate any additional U.S.

taxation resulting from repatriation of earnings of non-U.S.

subsidiaries to the United States.

Under current law, earnings of non-U.S.

subsidiaries repatriated to the U.S.

are not taxable.

Consequently, no U.S.

3 unchanged sentences

A provision has been made for deferred taxes on these undistributed earnings to the extent that repatriation of the available cash to the United States is expected to result in a tax liability.

As of December 31, 2024, we have no basis differences that would result in material unrecognized deferred tax liabilities.

As of December 31, 2025, determination of any remaining unrecognized deferred taxes related to undistributed earnings is not practicable.

We have made an allowable policy election to account for the effects of GILTI as a component of income tax expense in the period in which the tax is incurred.

6 unchanged sentences

Inventories 112 105

Retirement costs for defined benefit and retiree health care 17 37

Total deferred tax assets, before valuation allowance 1,933 1,920

5 unchanged sentences

International earnings ( 35 ) ( 33 )

Acquisition-related intangibles and fair-value adjustments ( 6 ) ( 14 )

Other ( 25 ) ( 15 )

10 unchanged sentences

These changes had no impact to net income in 2025, 2024 or 2023.

We have no material tax loss carryforwards as of December 31, 2024.

Cash payments made for income taxes, net of refunds, were $ 451 million, $ 1.35 billion and $ 1.48 billion in 2024, 2023 and 2022, respectively.

As of December 31, 2025, tax loss carryforwards were not material.

Applying the updated requirements in ASU 2023-09 on a prospective basis, cash payments made for income taxes, net of refunds, are as follows:

For Year Ended December 31,

federal taxes $ 253

state taxes 6

Foreign taxes:

Other foreign jurisdictions 174

Total cash taxes paid 556

ITC proceeds from CHIPS Act incentives ( 260 )

Total cash taxes paid, net of refunds $ 296

ITC used to reduce income taxes payable 335

ITC proceeds from CHIPS Act incentives 260

Total cash taxes paid without CHIPS Act incentives $ 891

Cash payments made for income taxes, net of refunds, were $ 451 million and $ 1.35 billion in 2024 and 2023, respectively.

In 2024, the total cash benefit related to the CHIPS Act ITC was $ 588 million, which was used to reduce our income taxes payable.

11 unchanged sentences

Balance, December 31 $ 87 $ 85 $ 82

Interest expense recognized in the year ended December 31 $ ( 5 ) $ ( 9 ) $ ( 1 )

Interest income (expense) recognized in the year ended December 31 $ 9 $ ( 5 ) $ ( 9 )

Interest payable as of December 31 $ 22 $ 15 $ 10

12 unchanged sentences

Our forward foreign currency exchange contracts outstanding as of December 31, 2025, had a notional value of $ 675 million to hedge our non-U.S.

dollar net balance sheet exposures, including $ 180 million to buy Indian rupee, $ 91 million to sell British pounds and $ 78 million to sell Japanese yen.

dollar net balance sheet exposures, including $ 174 million to sell Malaysian ringgit, $ 169 million to buy Indian rupee and $ 107 million to sell British pounds.

Our investments in cash equivalents, short-term investments and certain long-term investments, as well as our deferred compensation liabilities, are carried at fair value.

38 unchanged sentences

Total 2,841 1,656 11 2,457 4,380 11

Other measurement basis:

Equity-method investments — — 8 — — 17

Nonmarketable investments — — 4 — — 5

Total — — 12 — — 22

Other investments — — 5 — — 12

Cash on hand 384 — — 743 — —

36 unchanged sentences

Our principal retirement plans in the United States are a defined contribution plan, an enhanced defined contribution plan and qualified and non-qualified defined benefit pension plans.

The defined benefit plans were closed to new participants in 1997, and then current participants were allowed to make a one-time election to continue accruing a benefit in the plans or to cease accruing a benefit and instead to participate in the enhanced defined contribution plan.

The defined benefit plans were closed to new participants in 1997.

Current participants were allowed to make a one-time election to continue accruing a benefit in the plans or to cease accruing a benefit and instead to participate in the enhanced defined contribution plan.

Both defined contribution plans offer an employer-matching savings option that allows employees to make pretax and post-tax contributions to various investment choices.

4 unchanged sentences

As of December 31, 2025 and 2024, as a result of employees’ elections, TI’s U.S.

defined contribution plans held shares of TI common stock totaling 5 million shares in both periods valued at $ 852 million and $ 873 million, respectively.

defined contribution plans held TI common stock totaling 4 million shares and 5 million shares valued at $ 699 million and $ 852 million, respectively.

Dividends paid on these shares in 2025 and 2024 were $ 24 million and $ 26 million, respectively.

9 unchanged sentences

We make a contribution toward the cost of those retiree medical benefits for certain retirees and their dependents.

The contribution rates are based upon various factors, the most important of which are an employee’s date of hire, date of retirement, years of service and eligibility for Medicare benefits.

The balance of the cost is borne by the plan’s participants.

The contribution rates are based upon various factors, the most important of which are an employee’s date of hire, date of retirement, years of service and eligibility for Medicare benefits.The remaining costs are paid by the plan’s participants.

Employees hired after January 1, 2001, are responsible for the full cost of their medical benefits during retirement.

5 unchanged sentences

As of December 31, 2025 and 2024, as a result of employees’ elections, TI’s non-U.S.

defined contribution plans held TI common stock valued at $ 34 million in both periods.

defined contribution plans held TI common stock valued at $ 32 million and $ 34 million, respectively.

Dividends paid on these shares of TI common stock in 2025 and 2024 were not material.

11 unchanged sentences

Net periodic benefit costs (credits) 22 13 19 1 ( 5 ) ( 7 ) 7 6 23

Settlement losses 1 7 64 — — — — — 10

Settlement losses (gains) 8 1 7 — — — ( 1 ) — —

Total, including other postretirement losses (gains) $ 30 $ 14 $ 26 $ 1 $ ( 5 ) $ ( 7 ) $ 6 $ 6 $ 23

1 unchanged sentence

Service cost is recognized within operating profit.

qualified pension and retiree health care plans, the expected return on plan assets component of net periodic benefit cost is based upon a market-related value of assets.

qualified pension and retiree health care plans, the expected return on plan assets is based upon a market-related value of assets.

In accordance with U.S.

GAAP, the market-related value of assets is the fair value adjusted by a smoothing technique whereby certain gains and losses are phased in over a period of three years .

GAAP, the market-related value of assets is the fair value adjusted by phasing in certain gains and losses over a period of three years .

Changes in the benefit obligations and plan assets for defined benefit and retiree health care benefit plans are as follows:

12 unchanged sentences

Actuarial loss (gain) 4 ( 6 ) 6 ( 12 ) ( 101 ) ( 106 )

Plan amendments — — — — 23 —

Effects of exchange rate changes — — — — 109 ( 87 )

10 unchanged sentences

Effects of exchange rate changes — — — — 120 ( 99 )

Other — — — ( 19 ) — —

Fair value of plan assets at end of year $ 381 $ 400 $ 243 $ 248 $ 1,779 $ 1,708

18 unchanged sentences

Accumulated benefit obligations, which are generally less than the projected benefit obligations as they exclude the impact of future salary increases, were $ 440 million and $ 470 million as of December 31, 2025 and 2024, respectively, for the U.S.

defined benefit plans, and $ 1.47 billion and $ 1.67 billion as of December 31, 2024 and 2023, respectively, for the non-U.S.

defined benefit plans, and $ 1.47 billion in both periods for the non-U.S.

defined benefit plans.

3 unchanged sentences

Defined Benefit Total

Net Actuarial Loss Net Actuarial Gain Prior Service Cost Net Actuarial Loss Prior Service Credit Net Actuarial Loss Prior Service Credit

Net Actuarial Loss Prior Service Cost Net Actuarial Gain Net Actuarial Loss Prior Service Cost Net Actuarial Loss Prior Service Cost

AOCI balance, net of taxes, December 31, 2024

20 unchanged sentences

Fixed income securities and cash equivalents $ — $ — $ 243 $ 243

Equity securities — — 50 50

Total $ — $ — $ 243 $ 243

86 unchanged sentences

As of December 31, 2025, our liability to participants of the deferred compensation plans was $ 492 million and is recorded in other long-term liabilities on our Consolidated Balance Sheets.

This amount reflects the accumulated participant deferrals and earnings thereon as of that date.

This amount reflects the accumulated participant deferrals and related earnings.

We utilize total return swaps and investments in mutual funds that serve as economic hedges of our exposure to changes in the fair value of these liabilities.

8 unchanged sentences

Long-term debt

In March 2025, we retired $ 750 million of maturing debt.

In May 2025, we issued two series of senior unsecured notes for an aggregate principal amount of $ 1.20 billion, consisting of $ 550 million of 4.50 % notes due in 2030 and $ 650 million of 5.10 % notes due in 2035.

We incurred $ 6 million of issuance and other related costs.

The proceeds of the offering were $ 1.20 billion, net of the original issuance discounts, which will be used for general corporate purposes.

In February 2024, we issued five series of senior unsecured notes for an aggregate principal amount of $ 3.00 billion, consisting of $ 650 million of 4.60 % notes due in 2027, $ 650 million of 4.60 % notes due in 2029, $ 600 million of 4.85 % notes due in 2034, $ 750 million of 5.15 % notes due in 2054 and $ 350 million of 5.05 % notes due in 2063.

9 unchanged sentences

In May 2023, we retired $ 500 million of maturing debt.

In April 2022, we retired $ 500 million of maturing debt.

In August 2022, we issued two series of senior unsecured notes for an aggregate principal amount of $ 700 million, consisting of $ 400 million of 3.65 % notes due in 2032 and $ 300 million of 4.10 % notes due in 2052.

We incurred $ 3 million of issuance and other related costs.

The proceeds of the offering were $ 695 million, net of the original issuance discounts, which will be used for general corporate purposes.

In November 2022, we issued two series of senior unsecured notes for an aggregate principal amount of $ 800 million, consisting of $ 300 million of 4.70 % notes due in 2024 and $ 500 million of 4.60 % notes due in 2028.

We incurred $ 3 million of issuance and other related costs.

The proceeds of the offering were $ 799 million, net of the original issuance discounts, which will be used for general corporate purposes.

Long-term debt outstanding is as follows:

37 unchanged sentences

Details of our operating leases are as follows:

For Years Ended

For Years Ended December 31,

2025 2024 2023

32 unchanged sentences

Restructuring charges/other

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

During 2023, there were no restructuring charges/other.

During 2022, restructuring charges/other was a cost of $ 257 million related to preproduction costs at our Lehi, Utah, manufacturing facility.

These amounts are included in Other for segment reporting purposes.

Restructuring charges/other are included in Other for segment reporting purposes and are comprised of the following components:

For Years Ended December 31,

2025 2024 2023

Restructuring charges (a) $ 85 $ 8 $ —

Goodwill impairment 32 — —

Gains on sales of assets — ( 132 ) —

Restructuring charges/other $ 117 $ ( 124 ) $ —

(a) Includes severance, benefits and other exit costs related to efforts to drive operational efficiencies to support our long-term strategy, including the planned closures of our two remaining factories with 150mm production.

Other income (expense), net (OI&E)

4 unchanged sentences

Total $ 230 $ 496 $ 440

(a) I ncludes interest, royalty and lease income.

(b) I ncludes a portion of pension and other retiree benefit costs, lease expense, tax interest, currency gains and losses and miscellaneous items.

(a) I ncludes interest, royalty, lease and tax interest income.

(b) I ncludes a portion of pension and other retiree benefit costs, lease expense, currency gains and losses and miscellaneous items.

Prepaid expenses and other current assets

12 unchanged sentences

Total $ 4,330 $ 4,362

We perform our annual goodwill impairment test in the fourth quarter and determine whether the fair value of each of our reporting units is in excess of its carrying value.

In 2025, we recognized goodwill impairment of $ 32 million due to a decline in the expected present value of future cash flows from certain products in Other.

In 2024 and 2023, we determined no impairment was indicated.

10 unchanged sentences

Net actuarial loss $ ( 71 ) $ ( 144 )

Prior service credit 1 —

Prior service cost (credit) ( 16 ) 1

Unrealized gains on available-for-sale investments 1 2

15 unchanged sentences

(a) Detailed in Note 7

Subsequent event

Acquisition of Silicon Labs

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.

Report of independent registered public accounting firm

36 unchanged sentences

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 8. Financial Statements and Supplementary Data