On this page of StockholderLetter.com we present the latest annual shareholder letter from TEXAS INSTRUMENTS INC — ticker symbol TXN. Reading current and past TXN letters to shareholders can bring important insights into the investment thesis.

 •  3/4/2026 Letter Continued (Full PDF)
 •  3/14/2023 TXN Stockholder Letter
 •  3/12/2024 TXN Stockholder Letter
 •  3/5/2025 TXN Stockholder Letter
 •  More "Semiconductors" Category Stockholder Letters
 •  TXN Benford's Law Stock Score = 97

TXN Shareholder/Stockholder Letter Transcript:

TEXAS INSTRUMENTS
2025 Annual Report
Notice of 2026 Annual Meeting
and Proxy Statement

To our shareholders, colleagues, customers and partners
Our long-standing passion and ambitions
For decades, Texas Instruments has operated with a passion to create a better world by making electronics more
affordable through semiconductors. With each generation, technology has become more reliable, more affordable
and lower in power, with semiconductors used by a growing number of customers and markets. Our passion
continues to be alive today, as we help customers develop electronics and new applications.
Our founders had the foresight to know that passion alone was not enough and that building a great company
required a special culture to thrive for the long term. For many years, we   ve run our business with three overarching
ambitions in mind. First, we will act like owners who will own the company for decades. Second, we will adapt and
succeed in a world that   s ever changing. And third, we will be a company that we   re personally proud to be a part of
and would want as our neighbor. When we   re successful in achieving these ambitions, our employees, customers,
communities and shareholders all win.
Our ambitions guide how we run our business and are foundational to ensuring that we operate in a sustainable
and responsible manner. Semiconductors will play a critical role in creating a better world. Our semiconductor
products are core to the development of electric vehicles, renewable energy applications, medical devices and
many other critical technologies. With our ambitions guiding our decision-making for the long term and our products
helping to create a better world, we are confident that our collective efforts will be impactful and long-lasting.
Our objective and strategy
As engineers, we   re 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. Our strategy
to maximize long-term free cash per share growth has three elements: first, a great business model that   s focused
on analog and embedded processing products and built around four sustainable competitive advantages; second,
discipline in allocating capital to the best opportunities; lastly, a focus on efficiency, which means more output for
every dollar spent.
Strengthening our competitive advantages
Our business model is built around four sustainable competitive advantages that, in combination, provide tangible
benefits and are difficult to replicate. These competitive advantages are manufacturing and technology, a broad
portfolio of analog and embedded processing products, reach of our market channels, and diverse and long-lived
positions. In 2025, we continued to strengthen and leverage these advantages for the long term.
Foundational to our competitive advantages is ownership of our manufacturing, process and packaging
technologies, which provides us with lower costs and greater control of our supply chain and provides our
customers with geopolitically dependable supply. In 2025, we continued to deliver capacity and manufacturing
flexibility. We transferred products from external foundries and our legacy 150mm facilities into our more advanced
and lower cost 300mm wafer fabs. We also qualified and ramped production at our new 300mm facilities to
support our customers    long-term growth and are advancing toward our goal of sourcing more than 95% of our
wafers internally, with over 80% on 300mm, by 2030.
Our broad portfolio of analog and embedded processing products addresses an increasing number of
semiconductor opportunities. We have strengthened our product portfolio, expanding both our general-purpose
products and application-specific standard products (ASSPs). Our investments in research and development
enable us to introduce hundreds of new products each year. With over 80,000 products, we have a comprehensive
portfolio, and our investments in process and package technologies have strengthened this further to support
our customers.

Lastly, we continued to strengthen our reach of market channels by building closer direct relationships with our
customers. In 2025, more than 80% of our revenue transacted directly with customers, up from about a third of our
business in 2019. Our closer direct relationships with our customers give us access to more customers as well as
better insight and knowledge of their design projects, leading to the opportunity to sell more TI products into each
design and ultimately translating into greater market share.
2025 performance
In 2025, we made solid progress in strengthening TI, despite broader macroeconomic dynamics. We rewired
our order fulfillment engine, executed manufacturing expansions and continued to strengthen our product portfolio
and channel advantage.
Year over year, revenue grew 13%, and most importantly, free cash flow grew 96%. We are nearing the end of
our six-year elevated CapEx cycle and are uniquely positioned to deliver:


Dependable, low-cost 300mm capacity at scale to meet customers    demand
Scalability of CapEx, including capacity modularity
Free cash flow per share growth across a range of market conditions
The opportunity remains high, as semiconductor content growth is continuing. The world needs more
semiconductors, and our product portfolio is exposed to three fast-growing markets     industrial, automotive
and data center     which, together, represent approximately 75% of our business. We have reorganized our end
markets to better reflect these opportunities and believe these three markets have the potential to grow faster
than the overall semiconductor market in the coming years.
We also made progress executing our capacity and inventory strategy, which prepares us to support customer
demand and allows us to maintain high levels of customer service. We kept a steady hand in our research and
development investments to make the company stronger for the long term and maintained a strong balance sheet.
Lastly, we continued our commitment to return all free cash flow to our owners over time by increasing the dividend
4% to $1.42 per share and repurchasing $1.5 billion of shares in 2025.
Looking ahead
We   ve prepared for the opportunity ahead through years of discipline and hard work. We will remain focused on
the belief that long-term growth of free cash flow per share is the ultimate measure to generate value. To achieve
this, we will invest to strengthen our competitive advantages, be disciplined in capital allocation and stay diligent
in our pursuit of efficiencies.
In February 2026, we announced an agreement to acquire Silicon Labs, which will create a global leader in
embedded wireless connectivity solutions by combining Silicon Labs    strong portfolio and expertise in mixed-signal
solutions with TI   s leading analog and embedded processing portfolio and internally owned technology and
manufacturing capabilities. The transaction is expected to close in the first half of 2027, subject to regulatory
approvals and other customary closing conditions.
As we look to the rest of 2026 and beyond, you can count on us to stay true to our ambitions: to think like owners
for the long term, adapt and succeed in a world that   s ever changing and behave in a way that makes our
stakeholders proud. When we   re successful, our employees, customers, communities and shareholders all win.
Haviv Ilan
Chairman, president and CEO

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TABLE OF CONTENTS
Form 10-K
Proxy statement
PART I
Notice of 2026 annual meeting of
stockholders
1
Voting procedures, quorum and attendance
requirements
3
Corporate governance and board of directors
4
Item 1. Business
2
Item 1A. Risk factors
9
Item 1B. Unresolved staff comments
15
Item 1C. Cybersecurity
15
Item 2. Properties
16
Item 3. Legal proceedings
17
Item 4. Mine safety disclosures
17
Election of directors
4
Board organization
14
Director compensation
18
Executive compensation
PART II
Item 5. Market for Registrant   s common
equity, related stockholder matters and issuer
purchases of equity securities
18
Item 6. (Reserved)
18
Item 7. Management   s discussion and analysis
of financial condition and results of operations
19
Item 7A. Quantitative and qualitative
disclosures about market risk
24
Item 8. Financial statements and
supplementary data
25
Item 9. Changes in and disagreements with
accountants on accounting and financial
disclosure
60
Item 9A. Controls and procedures
60
Item 9B. Other information
62
Item 9C. Disclosure regarding foreign
jurisdictions that prevent inspections
62
22
Proposal regarding advisory approval of
the company   s executive compensation
22
Compensation discussion and analysis
22
Audit committee matters
Proposal to ratify appointment of
independent registered public
accounting firm
51
51
Stockholder proposal
52
Additional information
55
Notice regarding forward-looking statements
62
Other information
PART III
Item 10. Directors, executive officers and
corporate governance
62
Item 11. Executive compensation
62
Item 12. Security ownership of certain
beneficial owners and management and
related stockholder matters
63
Item 13. Certain relationships and related
transactions, and director independence
63
Item 14. Principal accountant fees and services
63
PART IV
Item 15. Exhibits, financial statement
schedules
64
Notice regarding forward-looking statements
66
Signatures
68
Comparison of total shareholder return
1
Notice regarding forward-looking statements
1

3/4/2026 Letter Continued (Full PDF)

 

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