TEXAS INSTRUMENTS INC - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 001-03761

TEXAS INSTRUMENTS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

75-0289970

(State of Incorporation)

(I.R.S. Employer Identification No.)

12500 TI Boulevard, Dallas, Texas

75243

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 214-479-3773

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	TXN	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

907,966,327

Number of shares of Registrant’s common stock outstanding as of

July 18, 2023

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. Financial statements


	For Three Months Ended				For Six Months Ended
Consolidated Statements of Income	June 30,				June 30,
(In millions, except per-share amounts)	2023		2022		2023		2022
Revenue	$	4,531	$	5,212	$	8,910	$	10,117
Cost of revenue (COR)	1,621		1,587		3,137		3,050
Gross profit	2,910		3,625		5,773		7,067
Research and development (R&D)	477		414		932		805
Selling, general and administrative (SG&A)	461		422		935		844

Restructuring charges/other	—		66		—		132
Operating profit	1,972		2,723		3,906		5,286
Other income (expense), net (OI&E)	119		7		199		22
Interest and debt expense	89		49		157		101
Income before income taxes	2,002		2,681		3,948		5,207
Provision for income taxes	280		390		518		715
Net income	$	1,722	$	2,291	$	3,430	$	4,492

Earnings per common share (EPS):
Basic	$	1.89	$	2.48	$	3.76	$	4.85
Diluted	$	1.87	$	2.45	$	3.72	$	4.80

Average shares outstanding:
Basic	908		920		907		922
Diluted	916		930		916		932

A portion of net income is allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents. Diluted EPS is calculated using the following:

Net income	$	1,722	$	2,291	$	3,430	$	4,492
Income allocated to RSUs	(8)		(10)		(18)		(19)
Income allocated to common stock for diluted EPS	$	1,714	$	2,281	$	3,412	$	4,473

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	For Three Months Ended				For Six Months Ended
Consolidated Statements of Comprehensive Income	June 30,				June 30,
(In millions)	2023		2022		2023		2022
Net income	$	1,722	$	2,291	$	3,430	$	4,492
Other comprehensive income (loss)
Net actuarial losses of defined benefit plans:
Adjustments, net of tax effect of ($2) and $8; ($1) and $6	2		(40)		—		(34)
Recognized within net income, net of tax effect of ($1) and ($4); ($2) and ($5)	3		16		6		18



Derivative instruments:
Change in fair value, net of tax effect of ($1) and $0; $0 and $0	3		—		1		—

Available-for-sale investments:
Unrealized gains (losses), net of tax effect of $0 and $1; $0 and $2	(2)		(3)		1		(7)
Other comprehensive income (loss), net of taxes	6		(27)		8		(23)
Total comprehensive income	$	1,728	$	2,264	$	3,438	$	4,469

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	June 30,		December 31,
Consolidated Balance Sheets	2023		2022
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents	$	3,439	$	3,050
Short-term investments	6,113		6,017
Accounts receivable, net of allowances of ($16) and ($13)	1,956		1,895
Raw materials	388		353
Work in process	2,110		1,546
Finished goods	1,231		858
Inventories	3,729		2,757
Prepaid expenses and other current assets	277		302
Total current assets	15,514		14,021
Property, plant and equipment at cost	11,664		9,950
Accumulated depreciation	(3,139)		(3,074)
Property, plant and equipment	8,525		6,876
Goodwill	4,362		4,362
Deferred tax assets	537		473
Capitalized software licenses	143		152
Overfunded retirement plans	183		188
Other long-term assets	1,675		1,135
Total assets	$	30,939	$	27,207

Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	299	$	500
Accounts payable	923		851
Accrued compensation	561		799
Income taxes payable	121		189
Accrued expenses and other liabilities	807		646
Total current liabilities	2,711		2,985
Long-term debt	10,920		8,235
Underfunded retirement plans	127		118
Deferred tax liabilities	69		66
Other long-term liabilities	1,172		1,226
Total liabilities	14,999		12,630
Stockholders’ equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued	—		—
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,741	1,741		1,741
Paid-in capital	3,163		2,951
Retained earnings	51,522		50,353
Treasury common stock at cost
Shares: June 30, 2023 – 833; December 31, 2022 – 835	(40,240)		(40,214)
Accumulated other comprehensive income (loss), net of taxes (AOCI)	(246)		(254)
Total stockholders’ equity	15,940		14,577
Total liabilities and stockholders’ equity	$	30,939	$	27,207

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	For Six Months Ended
Consolidated Statements of Cash Flows	June 30,
(In millions)	2023		2022
Cash flows from operating activities
Net income	$	3,430	$	4,492
Adjustments to net income:
Depreciation	550		427

Amortization of capitalized software	31		27
Stock compensation	215		159
Gains on sales of assets	(1)		(3)
Deferred taxes	(60)		(15)
Increase (decrease) from changes in:
Accounts receivable	(61)		(489)
Inventories	(972)		(289)
Prepaid expenses and other current assets	10		20
Accounts payable and accrued expenses	(50)		30
Accrued compensation	(242)		(254)
Income taxes payable	(58)		5
Changes in funded status of retirement plans	23		70
Other	(256)		(268)
Cash flows from operating activities	2,559		3,912

Cash flows from investing activities
Capital expenditures	(2,428)		(1,040)
Proceeds from asset sales	2		3
Purchases of short-term investments	(7,060)		(6,449)
Proceeds from short-term investments	7,091		6,974
Other	38		69
Cash flows from investing activities	(2,357)		(443)

Cash flows from financing activities
Proceeds from issuance of long-term debt	3,000		—
Repayment of debt	(500)		(500)
Dividends paid	(2,250)		(2,123)
Stock repurchases	(182)		(1,771)
Proceeds from common stock transactions	150		113
Other	(31)		(17)
Cash flows from financing activities	187		(4,298)

Net change in cash and cash equivalents	389		(829)
Cash and cash equivalents at beginning of period	3,050		4,631
Cash and cash equivalents at end of period	$	3,439	$	3,802

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Notes to financial statements

1. Description of business, including segment and geographic area information

We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. We have two reportable segments, Analog and Embedded Processing, each of which represents groups of similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing processes and distribution channels. Our segments also reflect how management 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 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. Our Analog segment consists of two major product lines: Power and Signal Chain.

•Embedded Processing products are the digital “brains” of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application.

We report the results of our remaining business activities in Other. Other includes operating segments that do not meet the quantitative thresholds for individually reportable segments and cannot be aggregated with other operating segments. Other includes DLP® products, calculators and custom ASIC products.

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

Segment information


	For Three Months Ended				For Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenue:
Analog	$	3,278	$	3,992	$	6,567	$	7,808
Embedded Processing	894		821		1,726		1,603
Other	359		399		617		706
Total revenue	$	4,531	$	5,212	$	8,910	$	10,117

Operating profit:
Analog	$	1,463	$	2,226	$	3,037	$	4,376
Embedded Processing	318		324		555		639
Other (a)	191		173		314		271
Total operating profit	$	1,972	$	2,723	$	3,906	$	5,286

(a)Includes restructuring charges/other

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Geographic area information

The following geographic area information is based on product shipment destination, which does not reflect end demand by geography.


	For Three Months Ended								For Six Months Ended
	June 30,								June 30,
	2023				2022				2023				2022
Revenue:
United States	$	715	16	%	$	577	11	%	$	1,270	14	%	$	1,071	11	%
China (a)	1,820		40		2,751		53		3,651		41		5,299		52
Rest of Asia	534		12		644		12		1,083		12		1,299		13
Europe, Middle East and Africa	956		21		822		16		1,942		22		1,636		16
Japan	349		8		276		5		638		7		539		5
Rest of world	157		3		142		3		326		4		273		3
Total revenue	$	4,531	100	%	$	5,212	100	%	$	8,910	100	%	$	10,117	100	%

(a)Revenue from products shipped into China includes shipments to customers that manufacture in China and then export end products to their customers around the world, as well as distributors that transship inventory through China to service other countries.

The following additional geographic information includes our estimate for revenue based on the location of our end customers’ headquarters, providing a better representation of the geographic profile for where critical decisions are made.


	For Three Months Ended								For Six Months Ended
	June 30,								June 30,
	2023				2022				2023				2022
Revenue:
United States	$	1,493	33	%	$	1,706	33	%	$	2,850	32	%	$	3,276	32	%
China	872		19		1,340		26		1,748		20		2,615		26
Rest of Asia	435		10		569		11		829		9		1,109		11
Europe, Middle East and Africa (a)	1,194		26		1,120		21		2,464		28		2,199		22
Japan	480		11		414		8		918		10		806		8
Rest of world	57		1		63		1		101		1		112		1
Total revenue	$	4,531	100	%	$	5,212	100	%	$	8,910	100	%	$	10,117	100	%

(a)Revenue from end customers headquartered in Germany was 13% and 9% in the second quarters of 2023 and 2022, respectively, and 13% and 10% in the first six months of 2023 and 2022, respectively.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

2. Basis of presentation and significant accounting policies and practices

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and on the same basis as the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2022. The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended June 30, 2023 and 2022, and the Consolidated Balance Sheet as of June 30, 2023, are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of the results of the periods shown. Certain information and note disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Because the consolidated interim financial statements do not include all of the information and notes required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2022. The results for the three- and six-month periods are not necessarily indicative of a full year’s results.

Significant accounting policies and practices

Earnings per share (EPS)

We use the two-class method for calculating EPS because the restricted stock units (RSUs) we grant are participating securities containing non-forfeitable rights to receive dividend equivalents. Under the two-class method, a portion of net income is allocated to RSUs and excluded from the calculation of income allocated to common stock.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Computation and reconciliation of earnings per common share are as follows:


	For Three Months Ended June 30,
	2023					2022
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	1,722				$	2,291
Income allocated to RSUs	(9)					(10)
Income allocated to common stock	$	1,713	908	$	1.89	$	2,281	920	$	2.48
Dilutive effect of stock compensation plans			8					10

Diluted EPS:
Net income	$	1,722				$	2,291
Income allocated to RSUs	(8)					(10)
Income allocated to common stock	$	1,714	916	$	1.87	$	2,281	930	$	2.45

	For Six Months Ended June 30,
	2023					2022
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	3,430				$	4,492
Income allocated to RSUs	(17)					(19)
Income allocated to common stock	$	3,413	907	$	3.76	$	4,473	922	$	4.85
Dilutive effect of stock compensation plans			9					10

Diluted EPS:
Net income	$	3,430				$	4,492
Income allocated to RSUs	(18)					(19)
Income allocated to common stock	$	3,412	916	$	3.72	$	4,473	932	$	4.80

Potentially dilutive securities representing 9 million and 6 million shares of common stock that were outstanding during the second quarters of 2023 and 2022, respectively, and 9 million and 5 million shares outstanding during the first six months of 2023 and 2022, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.

Derivatives and hedging

We use derivative financial instruments to manage exposure to foreign exchange risk. These instruments are primarily forward foreign currency exchange contracts, which are used as economic hedges to reduce the earnings impact that exchange rate fluctuations may have on our non-U.S. dollar net balance sheet exposures. Gains and losses from changes in the fair value of these forward foreign currency exchange contracts are credited or charged to OI&E. We do not apply hedge accounting to our foreign currency derivative instruments.

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.

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.

The results of these derivative transactions have not been material. We do not use derivatives for speculative or trading purposes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Fair values of financial instruments

The fair values of our derivative financial instruments were not material as of June 30, 2023. 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. The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. As of June 30, 2023, the carrying value of long-term debt, including the current portion, was $11.22 billion, and the estimated fair value was $10.46 billion. The estimated fair value is measured using broker-dealer quotes, which are Level 2 inputs. See Note 4 for a description of fair value and the definition of Level 2 inputs.

3. Income taxes

Provision for income taxes is based on the following:


	For Three Months Ended						For Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Taxes calculated using the estimated annual effective tax rate	$	289		$	395		$	565		$	756
Discrete tax items	(9)			(5)			(47)			(41)
Provision for income taxes	$	280		$	390		$	518		$	715

Effective tax rate	14		%	15		%	13		%	14		%

The effective tax rate differs from the 21% U.S. statutory corporate tax rate due to the effect of U.S. tax benefits.

4. Valuation of debt and equity investments and certain liabilities

Investments measured at fair value

Money market funds, debt investments and mutual funds are stated at fair value, which is generally based on market prices or broker quotes. We classify all debt investments as available-for-sale. See Fair-value considerations. Unrealized gains and losses are recorded as an increase or decrease, net of taxes, in AOCI on our Consolidated Balance Sheets, and any credit losses are recorded as an allowance for credit losses with an offset recognized in OI&E in our Consolidated Statements of Income.

Our mutual funds hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities. We record changes in the fair value of these mutual funds and the related deferred compensation liabilities in SG&A.

Other investments

Our other investments include equity-method investments and non-marketable investments, which are not measured at fair value. These investments consist of interests in venture capital funds and other non-marketable securities. Gains and losses from equity-method investments are recognized in OI&E based on our ownership share of the investee’s financial results.

Non-marketable securities are measured at cost with adjustments for observable changes in price or impairments. Gains and losses on non-marketable investments are recognized in OI&E.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Details of our investments are as follows:


	June 30, 2023						December 31, 2022
	Cash and Cash Equivalents		Short-Term Investments		Long-Term Investments		Cash and Cash Equivalents		Short-Term Investments		Long-Term Investments
Measured at fair value:
Money market funds	$	2,367	$	—	$	—	$	1,238	$	—	$	—
Corporate obligations	384		1,761		—		276		1,535		—
U.S. government and agency securities	100		3,957		—		680		4,234		—
Non-U.S. government and agency securities	50		395		—		149		248		—
Mutual funds	—		—		11		—		—		11
Total	2,901		6,113		11		2,343		6,017		11

Other measurement basis:
Equity-method investments	—		—		14		—		—		18
Non-marketable investments	—		—		6		—		—		5
Cash on hand	538		—		—		707		—		—
Total	$	3,439	$	6,113	$	31	$	3,050	$	6,017	$	34

As of June 30, 2023, and December 31, 2022, unrealized gains and losses associated with our debt investments were not material. We did not recognize any credit losses related to debt investments for the first six months of 2023 and 2022. All of our debt securities classified as available-for-sale as of June 30, 2023, have maturities within one year.

Proceeds from sales, redemptions and maturities of short-term available-for-sale investments were $3.07 billion and $4.20 billion for the second quarters of 2023 and 2022, respectively, and $7.09 billion and $6.97 billion for the first six months of 2023 and 2022, respectively. Gross realized gains and losses from these sales were not material.

Fair-value considerations

We measure and report certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The three-level hierarchy described below indicates the extent and level of judgment used to estimate fair-value measurements.

•Level 1 – Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date.

•Level 2 – Uses inputs other than Level 1 that are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data. We utilize a third-party data service to provide Level 2 valuations. We verify these valuations for reasonableness relative to unadjusted quotes obtained from brokers or dealers based on observable prices for similar assets in active markets.

•Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models that utilize management estimates of market participant assumptions. As of June 30, 2023, and December 31, 2022, we had no Level 3 assets or liabilities.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

The following are our assets and liabilities that were accounted for at fair value on a recurring basis. These tables do not include cash on hand, assets held by our postretirement plans, or assets and liabilities that are measured at historical cost or any basis other than fair value.


	June 30, 2023						December 31, 2022
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds	$	2,367	$	—	$	2,367	$	1,238	$	—	$	1,238
Corporate obligations	—		2,145		2,145		—		1,811		1,811
U.S. government and agency securities	3,957		100		4,057		4,914		—		4,914
Non-U.S. government and agency securities	—		445		445		—		397		397
Mutual funds	11		—		11		11		—		11
Total assets	$	6,335	$	2,690	$	9,025	$	6,163	$	2,208	$	8,371

Liabilities:
Deferred compensation	$	353	$	—	$	353	$	326	$	—	$	326
Total liabilities	$	353	$	—	$	353	$	326	$	—	$	326

5. Postretirement benefit plans

Expenses related to defined benefit and retiree health care benefit plans are as follows:


	U.S. Defined Benefit				U.S. Retiree Health Care				Non-U.S. Defined Benefit
For Three Months Ended June 30,	2023		2022		2023		2022		2023		2022
Service cost	$	2	$	4	$	1	$	—	$	4	$	6
Interest cost	7		6		3		2		15		9
Expected return on plan assets	(5)		(8)		(4)		(2)		(17)		(17)
Recognized net actuarial losses (gains)	1		1		(2)		—		3		—

Net periodic benefit costs (credits)	5		3		(2)		—		5		(2)
Settlement losses	1		11		—		—		1		8
Total, including other postretirement losses (gains)	$	6	$	14	$	(2)	$	—	$	6	$	6

	U.S. Defined Benefit				U.S. Retiree Health Care				Non-U.S. Defined Benefit
For Six Months Ended June 30,	2023		2022		2023		2022		2023		2022
Service cost	$	4	$	8	$	1	$	1	$	8	$	13
Interest cost	14		12		7		5		29		19
Expected return on plan assets	(11)		(16)		(9)		(6)		(32)		(35)
Recognized net actuarial losses (gains)	3		1		(3)		—		6		—

Net periodic benefit costs (credits)	10		5		(4)		—		11		(3)
Settlement losses	1		13		—		—		1		9
Total, including other postretirement losses (gains)	$	11	$	18	$	(4)	$	—	$	12	$	6

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

6. Debt and lines of credit

Short-term borrowings

We maintain a line of credit to provide additional liquidity through bank loans and, if necessary, to support commercial paper borrowings. As of June 30, 2023, the aforementioned line of credit was a variable-rate, revolving credit facility from a consortium of investment-grade banks that allows us to borrow up to $1 billion until March 2024. The interest rate on borrowings under this credit facility, if drawn, is indexed to the applicable Term Secured Overnight Financing Rate (Term SOFR). As of June 30, 2023, our credit facility was undrawn, and we had no commercial paper outstanding.

Long-term debt

In May 2023, we issued three series of senior unsecured notes for an aggregate principal amount of $1.60 billion, consisting of:

•$200 million further issuance of existing 4.60% notes due in 2028;

•$200 million further issuance of existing 4.90% notes due in 2033; and

•$1.20 billion of 5.05% notes due in 2063.

We incurred $7 million of issuance cost and other related costs. The proceeds of the offering were $1.60 billion, net of the original issuance discounts and premiums, which will be used for general corporate purposes.

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

In March 2023, we issued two series of senior unsecured notes for an aggregate principal amount of $1.40 billion, consisting of $750 million of 4.90% notes due in 2033 and $650 million of 5.00% notes due in 2053. We incurred $11 million of issuance and other related costs. The proceeds of the offering were $1.40 billion, net of the original issuance discounts, which will be used for general corporate purposes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Long-term debt outstanding is as follows:


	June 30,		December 31,
	2023		2022
Notes due 2023 at 2.25%	$	—	$	500
Notes due 2024 at 2.625%	300		300
Notes due 2024 at 4.70%	300		300
Notes due 2025 at 1.375%	750		750
Notes due 2026 at 1.125%	500		500
Notes due 2027 at 2.90%	500		500
Notes due 2028 at 4.60%	700		500
Notes due 2029 at 2.25%	750		750
Notes due 2030 at 1.75%	750		750
Notes due 2031 at 1.90%	500		500
Notes due 2032 at 3.65%	400		400
Notes due 2033 at 4.90%	950		—
Notes due 2039 at 3.875%	750		750
Notes due 2048 at 4.15%	1,500		1,500
Notes due 2051 at 2.70%	500		500
Notes due 2052 at 4.10%	300		300
Notes due 2053 at 5.00%	650		—
Notes due 2063 at 5.05%	1,200		—
Total debt	11,300		8,800
Net unamortized discounts, premiums and issuance costs	(81)		(65)
Total debt, including net unamortized discounts, premiums and issuance costs	11,219		8,735
Current portion of long-term debt	(299)		(500)
Long-term debt	$	10,920	$	8,235

Interest and debt expense was $89 million and $49 million for the second quarters of 2023 and 2022, respectively, and $157 million and $101 million for the first six months of 2023 and 2022, respectively. This was net of the amortized discounts, premiums, issuance and other related costs. Capitalized interest was not material.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

7. Stockholders’ equity

Changes in equity are as follows:


	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2022	$	1,741	$	2,951	$	50,353	$	(40,214)	$	(254)

2023
Net income	—		—		1,708		—		—
Dividends declared and paid ($1.24 per share)	—		—		(1,125)		—		—
Common stock issued for stock-based awards	—		(37)		—		118		—
Stock repurchases	—		—		—		(96)		—
Stock compensation	—		104		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		2
Dividend equivalents on RSUs	—		—		(6)		—		—
Other	—		(2)		—		—		—
Balance, March 31, 2023	1,741		3,016		50,930		(40,192)		(252)

Net income	—		—		1,722		—		—
Dividends declared and paid ($1.24 per share)	—		—		(1,125)		—		—
Common stock issued for stock-based awards	—		36		—		29		—
Stock repurchases	—		—		—		(77)		—
Stock compensation	—		111		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		6
Dividend equivalents on RSUs	—		—		(5)		—		—

Balance, June 30, 2023	$	1,741	$	3,163	$	51,522	$	(40,240)	$	(246)

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2021	$	1,741	$	2,630	$	45,919	$	(36,800)	$	(157)

2022
Net income	—		—		2,201		—		—
Dividends declared and paid ($1.15 per share)	—		—		(1,063)		—		—
Common stock issued for stock-based awards	—		(36)		—		93		—
Stock repurchases	—		—		—		(584)		—
Stock compensation	—		74		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		4
Dividend equivalents on RSUs	—		—		(5)		—		—
Other	—		(1)		1		—		—
Balance, March 31, 2022	1,741		2,667		47,053		(37,291)		(153)

Net income	—		—		2,291		—		—
Dividends declared and paid ($1.15 per share)	—		—		(1,060)		—		—
Common stock issued for stock-based awards	—		31		—		25		—
Stock repurchases	—		—		—		(1,266)		—
Stock compensation	—		85		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		(27)
Dividend equivalents on RSUs	—		—		(4)		—		—

Balance, June 30, 2022	$	1,741	$	2,783	$	48,280	$	(38,532)	$	(180)

8. Contingencies

Indemnification guarantees

We routinely sell products with an intellectual property indemnification included in the terms of sale. Historically, we have had only minimal, infrequent losses associated with these indemnities. Consequently, we cannot reasonably estimate any future liabilities that may result.

Warranty costs/product liabilities

Our stated warranties for semiconductor products obligate us to repair, replace or credit the purchase price of a covered product back to the buyer. Product claim consideration may exceed the price of our products. Historically, we have experienced a low rate of payments on product claims. Although we cannot predict the likelihood or amount of any future claims, we do not believe they will have a material adverse effect on our consolidated financial statements. We accrue for known product-related claims if a loss is probable and can be reasonably estimated. During the periods presented, there have been no material accruals or payments regarding product warranty or product liability.

General

We are subject to various legal and administrative proceedings. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our consolidated financial statements.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

9. Supplemental financial information

Restructuring charges/other

During the second quarter and first six months of 2022, restructuring charges/other included $66 million and $132 million, respectively, of preproduction costs at our Lehi, Utah, manufacturing facility, which were included in Other for segment reporting purposes. These costs transitioned primarily to cost of revenue after production began in December 2022.

Other long-term assets


	June 30,		December 31,
	2023		2022
U.S. CHIPS and Science Act investment tax credit	$	921	$	395
Other	754		740
Total	$	1,675	$	1,135

Details on amounts reclassified out of accumulated other comprehensive income (loss), net of taxes, to net income

Our Consolidated Statements of Comprehensive Income include items that have been recognized within net income during the second quarters and first six months of 2023 and 2022. The table below details where these transactions are recorded in our Consolidated Statements of Income.


	For Three Months Ended				For Six Months Ended				Impact to Related Statement of Income Lines
	June 30,				June 30,
	2023		2022		2023		2022
Net actuarial losses of defined benefit plans:
Recognized net actuarial loss and settlement losses (a)	$	4	$	20	$	8	$	23	Decrease to OI&E
Tax effect	(1)		(4)		(2)		(5)		Decrease to provision for income taxes
Recognized within net income, net of taxes	$	3	$	16	$	6	$	18	Decrease to net income

(a)Detailed in Note 5

Stock compensation

During the first six months of 2023, 3 million shares were issued from treasury related to stock compensation. Shares issued from treasury during the second quarter of 2023 were less than 1 million.

ITEM 2. Management’s discussion and analysis of financial condition and results of operations

Overview

We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the 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 flow per share growth has three elements:

1.A great business model that is focused on analog and embedded processing products and built around four sustainable competitive advantages. The four sustainable competitive advantages are powerful in combination and provide tangible benefits:

i.A strong foundation of manufacturing and technology that provides lower costs and greater control of our supply chain.

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

iii.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.

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

Together, these competitive advantages help position TI in a unique class of companies capable of generating and returning significant amounts of cash for our owners. We make our investments with an eye towards long-term strengthening and leveraging of these advantages.

2.Discipline in allocating capital to the best opportunities. This spans how we select R&D projects, develop new capabilities like TI.com, invest in new manufacturing capacity or how we think about acquisitions and returning cash to our owners.

3.Efficiency, which means constantly striving for more output for every dollar spent.

We believe that our business model with the combined effect of our four competitive advantages sets TI apart from our peers and will for a long time to come. We will invest to strengthen our competitive advantages, be disciplined in capital allocation and stay diligent in our pursuit of efficiencies. 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.

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. In the following discussion of our results of operations:

•Our segments represent groups of similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing processes and distribution channels, and how management allocates resources and measures results. See Note 1 to the financial statements for more information regarding our segments.

•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.

◦New products do not tend to have a significant impact on our revenue in any given period because we sell such a large number of products.

◦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.

◦Because we own much of our manufacturing capacity, a significant portion of our operating cost is fixed. When factory loadings decrease, our fixed costs are spread over reduced output and, absent other circumstances, our profit margins decrease. Conversely, as factory loadings increase, our fixed costs are spread over increased output and, absent other circumstances, our profit margins increase.

•For an explanation of free cash flow, see the Non-GAAP financial information section.

•All dollar amounts in the tables are stated in millions of U.S. dollars.

Performance summary

Our second quarter revenue was $4.53 billion, net income was $1.72 billion and earnings per share (EPS) were $1.87.

Revenue increased 3% sequentially and decreased 13% from the same quarter a year ago. Similar to last quarter, we experienced weakness across our end markets with the exception of automotive.

Our cash flow from operations of $7.4 billion for the trailing 12 months again underscored the strength of our business model, the quality of our product portfolio and the benefit of 300-mm production. Free cash flow for the same period was $3.2 billion and 17% of revenue.

Over the past 12 months we invested $3.6 billion in R&D and SG&A, invested $4.2 billion in capital expenditures and returned $6.5 billion to shareholders.

Results of operations – second quarter 2023 compared with second quarter 2022

Revenue of $4.53 billion decreased $681 million, or 13%, due to lower revenue from Analog, partially offset by higher revenue from Embedded Processing.

Gross profit of $2.91 billion was down $715 million, or 20%, due to lower revenue and higher manufacturing costs associated with planned capacity expansion. As a percentage of revenue, gross profit decreased to 64.2% from 69.6%.

Operating expenses (R&D and SG&A) were $938 million compared with $836 million. This increase was due to higher employee-related costs as we invest to strengthen our competitive advantages.

Restructuring charges/other in the year-ago period was $66 million due to preproduction costs at our Lehi, Utah, manufacturing facility. These costs transitioned primarily to cost of revenue after production began in December 2022.

Operating profit was $1.97 billion, or 43.5% of revenue, compared with $2.72 billion, or 52.2% of revenue.

OI&E was $119 million of income compared with $7 million of income, due to higher interest income.

Interest and debt expense of $89 million increased $40 million due to the issuance of additional long-term debt. See Note 6 to the financial statements.

Our provision for income taxes was $280 million compared with $390 million. This decrease was primarily due to lower income before income taxes.

Net income was $1.72 billion compared with $2.29 billion. EPS was $1.87 compared with $2.45.

Second quarter 2023 segment results

Our segment results compared with the year-ago quarter are as follows:

Analog (includes Power and Signal Chain product lines)


	Q2 2023			Q2 2022			Change
Revenue	$	3,278		$	3,992		(18)	%
Operating profit	1,463			2,226			(34)	%
Operating profit % of revenue	44.6		%	55.8		%

Analog revenue decreased in both product lines, led by Power. Operating profit decreased primarily due to lower revenue and higher manufacturing costs.

Embedded Processing (includes microcontrollers and processors)


	Q2 2023			Q2 2022			Change
Revenue	$	894		$	821		9	%
Operating profit	318			324			(2)	%
Operating profit % of revenue	35.6		%	39.5		%

Embedded Processing revenue increased due to the mix of products shipped. Operating profit decreased primarily due to higher manufacturing costs, partially offset by higher revenue.

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


	Q2 2023			Q2 2022			Change
Revenue	$	359		$	399		(10)	%
Operating profit*	191			173			10	%
Operating profit % of revenue	53.2		%	43.4		%
* Includes restructuring charges/other

Other revenue decreased $40 million, and operating profit increased $18 million.

Results of operations – first six months of 2023 compared with first six months of 2022

Revenue of $8.91 billion decreased $1.21 billion, or 12%, due to lower revenue from Analog, partially offset by higher revenue from Embedded Processing.

Gross profit of $5.77 billion was down $1.29 billion, or 18%, due to lower revenue and higher manufacturing costs associated with planned capacity expansion. As a percentage of revenue, gross profit decreased to 64.8% from 69.9%.

Operating expenses were $1.87 billion compared with $1.65 billion. This increase was due to higher employee-related costs as we invest to strengthen our competitive advantages.

Restructuring charges/other in the year-ago period was $132 million due to preproduction costs at our Lehi, Utah, manufacturing facility. These costs transitioned primarily to cost of revenue after production began in December 2022.

Operating profit was $3.91 billion, or 43.8% of revenue, compared with $5.29 billion, or 52.2% of revenue.

OI&E was $199 million of income compared with $22 million of income, due to higher interest income.

Interest and debt expense of $157 million increased $56 million due to the issuance of additional long-term debt.

Our provision for income taxes was $518 million compared with $715 million. This decrease was primarily due to lower income before income taxes.

Net income was $3.43 billion compared with $4.49 billion. EPS was $3.72 compared with $4.80.

Year-to-date segment results

Our segment results compared with the year-ago period are as follows:

Analog


	YTD 2023			YTD 2022			Change
Revenue	$	6,567		$	7,808		(16)	%
Operating profit	3,037			4,376			(31)	%
Operating profit % of revenue	46.2		%	56.0		%

Analog revenue decreased in both product lines, led by Power. Operating profit decreased primarily due to lower revenue and higher manufacturing costs.

Embedded Processing


	YTD 2023			YTD 2022			Change
Revenue	$	1,726		$	1,603		8	%
Operating profit	555			639			(13)	%
Operating profit % of revenue	32.2		%	39.9		%

Embedded Processing revenue increased due to the mix of products shipped. Operating profit decreased primarily due to higher manufacturing costs, partially offset by higher revenue.

Other


	YTD 2023			YTD 2022			Change
Revenue	$	617		$	706		(13)	%
Operating profit*	314			271			16	%
Operating profit % of revenue	50.9		%	38.4		%
* Includes restructuring charges/other

Other revenue decreased $89 million, and operating profit increased $43 million.

Financial condition

At the end of the second quarter of 2023, total cash (cash and cash equivalents plus short-term investments) was $9.55 billion, an increase of $485 million from the end of 2022.

Accounts receivable were $1.96 billion, an increase of $61 million compared with the end of 2022. Days sales outstanding for the second quarter of 2023 were 39 compared with 37 at the end of 2022.

Inventory was $3.73 billion, an increase of $972 million from the end of 2022. Days of inventory for the second quarter of 2023 were 207 compared with 157 at the end of 2022.

Liquidity and capital resources

Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of June 30, 2023, our credit facility was undrawn, and we had no commercial paper outstanding. Cash flows from operating activities for the first six months of 2023 were $2.56 billion, a decrease of $1.35 billion from the year-ago period due to lower net income and higher cash used for working capital, as we continued to strategically build inventory.

Investing activities for the first six months of 2023 used $2.36 billion compared with $443 million in the year-ago period. Capital expenditures were $2.43 billion compared with $1.04 billion in the year-ago period and were primarily for semiconductor manufacturing equipment and facilities in both periods. Short-term investments provided cash of $31 million compared with $525 million in the year-ago period.

As we continue to invest to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity planning, our capital expenditures are expected to be higher than historical levels. In August 2022, the U.S. government enacted the U.S. CHIPS and Science Act, which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain investments in U.S. semiconductor manufacturing. We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods. See Note 9 to the financial statements.

Financing activities for the first six months of 2023 provided $187 million compared with $4.30 billion of cash used in the year-ago period. In 2023, we received net proceeds of $3.00 billion from the issuance of fixed-rate, long-term debt, and we retired maturing debt of $500 million. In the year-ago period, we retired maturing debt of $500 million. Dividends paid were $2.25 billion compared with $2.12 billion in the year-ago period, reflecting an increased dividend rate, partially offset by fewer shares outstanding. We used $182 million to repurchase 1.1 million shares of our common stock compared with $1.77 billion used in the year-ago period to repurchase 10.7 million shares. Employee exercises of stock options provided cash proceeds of $150 million compared with $113 million in the year-ago period.

We had $3.44 billion of cash and cash equivalents and $6.11 billion of short-term investments as of June 30, 2023. 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.

Non-GAAP financial information

This MD&A includes references to free cash flow and ratios based on that measure. 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).

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. These non-GAAP measures are supplemental to the comparable GAAP measures.

Reconciliation to the most directly comparable GAAP measures is provided in the table below.


	For 12 Months Ended
	June 30,
	2023			2022			Change
Cash flow from operations (GAAP)	$	7,367		$	8,697		(15)	%
Capital expenditures	(4,185)			(2,808)
Free cash flow (non-GAAP)	$	3,182		$	5,889		(46)	%

Revenue	$	18,821		$	19,592

Cash flow from operations as a percentage of revenue (GAAP)	39.1		%	44.4		%
Free cash flow as a percentage of revenue (non-GAAP)	16.9		%	30.1		%

ITEM 4. Controls and procedures

An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A. Risk factors

Information concerning our risk factors is contained in Item 1A of our Form 10-K for the year ended December 31, 2022, and is incorporated by reference herein.

ITEM 2. Unregistered sales of equity securities and use of proceeds

The following table contains information regarding our purchases of our common stock during the quarter.

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1, 2023 through April 30, 2023	228,925		$	174.29		228,925	$	21.34	billion
May 1, 2023 through May 31, 2023	122,663		166.54			122,479	21.32		billion
June 1, 2023 through June 30, 2023	95,682		173.71			95,682	21.31		billion
Total	447,270	(b)	$	172.04	(b)	447,086	$	21.31	billion (c)

(a)All open-market purchases during the quarter were made under the authorizations from our board of directors to purchase up to $12.0 billion and $15.0 billion of additional shares of TI common stock announced September 20, 2018, and September 15, 2022, respectively.

(b)In addition to open-market purchases, 184 shares of common stock were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

(c)As of June 30, 2023, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018 and the $15.0 billion authorized in September 2022. No expiration date has been specified for these authorizations.

ITEM 6. Exhibits


Designation of Exhibits in This Report						Description of Exhibit
3(a)						Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended (incorporated by reference to Exhibit 3(a) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
3(b)						By-Laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K filed January 26, 2022).
4(a)						Officers’ Certificate, dated Ma y 1 8 , 2023 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed M ay 1 8 , 2023).
31(a)						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
31(b)						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
32(a)						Certification by Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
32(b)						Certification by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
101.ins						XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
101.def						XBRL Taxonomy Extension Definition Linkbase Document.†
101.sch						XBRL Taxonomy Extension Schema Document.†
101.cal						XBRL Taxonomy Extension Calculation Linkbase Document.†
101.lab						XBRL Taxonomy Extension Label Linkbase Document.†
101.pre						XBRL Taxonomy Extension Presentation Linkbase Document.†
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).†
† Filed or furnished herewith.

Notice regarding forward-looking statements

This report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe TI’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.

We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of TI or our management:

•Economic, social and political conditions, and natural events in the countries in which we, our customers or our suppliers operate, including global trade policies;

•Market demand for semiconductors, particularly in the industrial and automotive markets, and customer demand that differs from forecasts;

•Our ability to compete in products and prices in an intensely competitive industry;

•Evolving cybersecurity and other threats relating to our information technology systems or those of our customers, suppliers and other third parties;

•Our ability to successfully implement and realize opportunities from strategic, business and organizational changes, or our ability to realize our expectations regarding the amount and timing of associated restructuring charges and cost savings;

•Our ability to develop, manufacture and market innovative products in a rapidly changing technological environment, our timely implementation of new manufacturing technologies and installation of manufacturing equipment, and our ability to realize expected returns on significant investments in manufacturing capacity;

•The duration and scope of the COVID-19 pandemic, government and other third-party responses to it and the consequences for the global economy, including to our business and the businesses of our suppliers, customers and distributors;

•Availability and cost of key materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

•Our ability to recruit and retain skilled personnel, and effectively manage key employee succession;

•Product liability, warranty or other claims relating to our products, software, manufacturing, delivery, services, design or communications, or recalls by our customers for a product containing one of our parts;

•Compliance with or changes in the complex laws, rules and regulations to which we are or may become subject, or actions of enforcement authorities, that restrict our ability to operate our business or subject us to fines, penalties or other legal liability;

•Changes in tax law and accounting standards that impact the tax rate applicable to us, the jurisdictions in which profits are determined to be earned and taxed, adverse resolution of tax audits, increases in tariff rates, and the ability to realize deferred tax assets;

•Financial difficulties of our distributors or semiconductor distributors’ promotion of competing product lines to our detriment; or disputes with current or former distributors;

•Losses or curtailments of purchases from key customers or the timing and amount of customer inventory adjustments;

•Our ability to maintain or improve profit margins, including our ability to utilize our manufacturing facilities at sufficient levels to cover our fixed operating costs, in an intensely competitive and cyclical industry and changing regulatory environment;

•Our ability to maintain and enforce a strong intellectual property portfolio and maintain freedom of operation in all jurisdictions where we conduct business; or our exposure to infringement claims;

•Instability in the global credit and financial markets; and

•Impairments of our non-financial assets.

For a more detailed discussion of these factors, see the Risk factors discussion in Item 1A of our most recent Form 10-K. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances. If we do update any forward-looking statement, you should not infer that we will make additional updates with respect to that statement or any other forward-looking statement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


TEXAS INSTRUMENTS INCORPORATED

By:	/s/	Rafael R. Lizardi
	Rafael R. Lizardi, Senior Vice President and Chief Financial Officer

Date: July 26, 2023