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TEXAS INSTRUMENTS INC - Annual Report: 2024 (Form 10-K)

Acquisition-related intangibles and fair-value adjustments()()Other()()Total deferred tax liabilities()()Net deferred tax asset$ $ 
The deferred tax assets and liabilities based on tax jurisdictions are presented on our Consolidated Balance Sheets as follows:
December 31,
20242023
Deferred tax assets$ $ 
Deferred tax liabilities()()
Net deferred tax asset$ $ 
We make an ongoing assessment regarding the realization of U.S. and non-U.S. deferred tax assets. This assessment is based on our evaluation of relevant criteria, including the existence of deferred tax liabilities that can be used to absorb deferred tax assets, taxable income in prior carryback years and expectations for future taxable income. Valuation allowances increased $ million, $ million and $ million in 2024, 2023 and 2022, respectively. These changes had impact to net income in 2024, 2023 or 2022.
We have material tax loss carryforwards as of December 31, 2024.
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million, $ billion and $ billion in 2024, 2023 and 2022, respectively. In 2024, the total cash benefit related to the CHIPS Act ITC was $ million, which was used to reduce our income taxes payable.
Uncertain tax positions
We operate in a number of tax jurisdictions, and our income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge any item on these tax returns. Because the matters challenged by authorities are typically complex, their ultimate outcome is uncertain. Before any benefit can be recorded in our financial statements, we must determine that it is “more likely than not” that a tax position will be sustained by the appropriate tax authorities. We recognize accrued interest related to uncertain tax positions and penalties as components of OI&E.
 $ $ Additions based on tax positions related to the current year   Additions for tax positions of prior years   Reductions for tax positions of prior years () Balance, December 31$ $ $ Interest expense recognized in the year ended December 31$()$()$()Interest payable as of December 31$ $ $ 
The liability for uncertain tax positions is a component of other long-term liabilities on our Consolidated Balance Sheets.
All of the $ million and $ million liabilities for uncertain tax positions as of December 31, 2024 and 2023, respectively, are comprised of positions that, if recognized, would lower the effective tax rate. If these liabilities are ultimately realized, no existing deferred tax assets in 2024 or 2023 would also be realized.
As of December 31, 2024, the statute of limitations remains open for U.S. federal tax returns for 2018 and following years. Certain tax treaty procedures for relief from double taxation remain pending for U.S. federal tax returns for the years 2018 through 2022.
In non-U.S. jurisdictions, the years open to audit represent the years still open under the statute of limitations. With respect to major jurisdictions outside the United States, our subsidiaries are no longer subject to income tax audits for years before 2012.
5.
million to hedge our non-U.S. dollar net balance sheet exposures, including $ million to buy Indian rupee, $ million to sell British pounds and $ million to sell Japanese yen.
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. Our postretirement plan assets are carried at fair value or net asset value per share. 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 December 31, 2024, the carrying value of long-term debt, including the current portion, was $ billion, and the estimated fair value was $ billion. The estimated fair value is measured using broker-dealer quotes, which are Level 2 inputs. See Note 6 for a description of fair value and the definition of Level 2 inputs.
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 million, $ million and $ million in 2024, 2023 and 2022, respectively.
6.
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 $ $ $ $ $ Corporate obligations      U.S. government and agency securities      Non-U.S. government and agency securities      Mutual funds      Total      Other measurement basis:Equity-method investments      Nonmarketable investments      Total      Cash on hand      Total$ $ $ $ $ $ 
As of December 31, 2024 and 2023, unrealized gains and losses associated with our debt investments were not material. We did t recognize any credit losses related to debt investments in 2024, 2023 or 2022.
 One to two years 
In 2024, 2023 and 2022, the proceeds from sales, redemptions and maturities of short-term debt investments were $ billion, $ billion and $ billion, respectively. Gross realized gains and losses from these sales were not material.
Level 3 assets or liabilities.
42

 $ $ $ $ $ Corporate obligations      U.S. government and agency securities      Non-U.S. government and agency securities      Mutual funds      Total assets$ $ $ $ $ $ Liabilities:Deferred compensation$ $ $ $ $ $ Total liabilities$ $ $ $ $ $ 
7.
% of the employee’s annual eligible earnings. Employees who elected not to continue accruing a benefit in the defined benefit pension plans and employees hired after November 1997 and through December 31, 2003, may participate in the enhanced defined contribution plan. This plan provides for a fixed employer contribution of % of the employee’s annual eligible earnings, plus an employer-matching contribution of up to % of the employee’s annual eligible earnings. Employees hired after December 31, 2003, do not receive the fixed employer contribution of % of the employee’s annual eligible earnings.
As of December 31, 2024 and 2023, as a result of employees’ elections, TI’s U.S. defined contribution plans held shares of TI common stock totaling million shares in both periods valued at $ million and $ million, respectively. Dividends paid on these shares in 2024 and 2023 were $ million and $ million, respectively. Effective April 1, 2016, the TI common stock fund was frozen to new contributions or transfers into the fund.
Our aggregate expense for the U.S. defined contribution plans was $ million, $ million and $ million in 2024, 2023 and 2022, respectively.
The defined benefit pension plans include employees still accruing benefits, as well as employees and participants who no longer accrue service-related benefits, but instead, may participate in the enhanced defined contribution plan. Benefits under the qualified defined benefit pension plan are determined using a formula based on years of service and the highest five consecutive years of compensation. We intend to contribute amounts to this plan to meet the minimum funding requirements of applicable local laws and regulations, plus such additional amounts as we deem appropriate. The non-qualified defined benefit plans are unfunded and closed to new participants.
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million in both periods. Dividends paid on these shares of TI common stock in 2024 and 2023 were not material.
Effects on our Consolidated Statements of Income and Balance Sheets
 $ $ $ $ $ $ $ $ Interest cost         Expected return on plan assets()()()()()()()()()Amortization of prior service cost (credit)     ()   Recognized net actuarial losses (gains)   ()()    Net periodic benefit costs (credits)   ()()   ()Settlement losses         Total, including other postretirement losses (gains)$ $ $ $()$()$ $ $ $ 
All defined benefit and retiree health care benefit plan expense components other than service cost are recognized in OI&E in our Consolidated Statements of Income. Service cost is recognized within operating profit.
For the U.S. 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. 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 .
44

 $ $ $ $ $ Service cost      Interest cost      Participant contributions      Benefits paid()()()()()()Settlements()()  ()()Actuarial loss (gain)() ()()()    CHIPS Act incentives$ $ Other  Total$ $  $ Other  Total$ $ )$()Prior service credit  Unrealized gains on available-for-sale investments  Cash flow hedge derivative instruments  Total$()$()
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 in 2024, 2023 and 2022.  $ $ Decrease to OI&ETax effect()()()Decrease to provision for income taxesRecognized within net income, net of taxes$ $ $ Decrease to net incomePrior service cost (credit) of defined benefit plans:Amortization of prior service cost (credit) (a)$ $ $()Decrease (increase) to OI&ETax effect   (Decrease) increase to provision for income taxesRecognized within net income, net of taxes$ $ $()Decrease (increase) to net income
53

Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Texas Instruments Incorporated
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Texas Instruments Incorporated (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 14, 2025, expressed an unqualified opinion thereon.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
54

Uncertain tax positions
Description of the matter
As discussed in Note 4 to the consolidated financial statements, the Company operates in the United States and multiple international tax jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge any tax position on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company evaluates uncertain tax positions to determine whether, based on the technical merits, a tax position is more likely than not to be sustained upon examination by the taxing authorities. Auditing management’s evaluation of whether an uncertain tax position is more likely than not to be sustained is complex and is based on interpretations of tax laws and legal rulings.
How we addressed the matter in our audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for interpretation and application of tax laws and rulings used in evaluation of uncertain tax positions. To test the Company’s assessment of the technical merits of tax positions, we performed audit procedures that included, among others, evaluating management’s assumptions and analysis which detailed the basis and technical merits of the uncertain tax positions. We involved our tax professionals to assess the technical merits of the Company’s tax positions and used our knowledge of relevant tax laws and experience with related taxing authorities. We also evaluated the adequacy of the Company’s financial statement disclosures in Note 4 to the consolidated financial statements related to these tax matters.

/s/

We have served as the Company’s auditor since 1952.

February 14, 2025
55

ITEM 9. Changes in and disagreements with accountants on accounting and financial disclosure
Not applicable.
ITEM 9A. Controls and procedures
Disclosure 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.
Internal control over financial reporting
Report by management on internal control over financial reporting
The management of TI is responsible for establishing and maintaining effective internal control over financial reporting. TI’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements issued for external purposes in accordance with generally accepted accounting principles. 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 fourth quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
TI management assessed the effectiveness of internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria) in Internal Control − Integrated Framework. Based on our assessment, we believe that, as of December 31, 2024, our internal control over financial reporting is effective based on the COSO criteria.
TI’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which immediately follows this report.
56

Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Texas Instruments Incorporated
Opinion on internal control over financial reporting
We have audited Texas Instruments Incorporated’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Texas Instruments Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 14, 2025, expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying report by management on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas
February 14, 2025
57

ITEM 9B.
Not applicable.
ITEM 9C. Disclosure regarding foreign jurisdictions that prevent inspections
Not applicable.
PART III
ITEM 10. Directors, executive officers and corporate governance
The information with respect to directors’ names, ages, positions, term of office, periods of service and business experience, which is contained under the caption “Election of directors” in our proxy statement for the 2025 annual meeting of stockholders, is incorporated herein by reference to such proxy statement.
A list of our executive officers and their biographical information appears in Part I, Item 1 of this report.
The information with respect to Section 16(a) of the Securities Exchange Act of 1934 beneficial ownership reporting compliance contained under the caption “Delinquent Section 16(a) reports” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
Code of ethics
We have adopted the Code of Ethics for TI Chief Executive Officer and Senior Finance Officers. A copy of the Code can be found on our website at www.ti.com/corporategovernance. We intend to satisfy the disclosure requirements of the SEC regarding amendments to, or waivers from, the Code by posting such information on the same website.
Audit committee
The information contained under the caption “Committees of the board” with respect to the audit committee and the audit committee financial expert in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
The information contained under the caption “Insider trading policies and procedures” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 11. Executive compensation
The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement, provided that the Compensation Committee report shall not be deemed filed with this Form 10-K.
The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
58

ITEM 12. Security ownership of certain beneficial owners and management and related stockholder matters
Equity compensation plan information
The following table sets forth information about the company’s equity compensation plans as of December 31, 2024.
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2)Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (1)) (3)
Equity compensation plans approved by security holders30,369,933 (a)$137.01 (b)65,541,964 (c)
Equity compensation plans not approved by security holders— — — 
Total30,369,933 (d)$137.01 65,541,964 
(a)Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 ESPP”), the Texas Instruments 2018 Director Compensation Plan (the “2018 Director Plan”), and the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 LTIP”) and its predecessor stockholder-approved plans.
(b)Restricted stock units and stock units credited to directors’ deferred compensation accounts are settled in shares of TI common stock on a one-for-one basis. Accordingly, such units have been excluded for purposes of computing the weighted average exercise price.
(c)Shares of TI common stock available for future issuance under the 2024 LTIP, the 2014 ESPP and the 2018 Director Plan. 33,049,176 shares remain available for future issuance under the 2024 LTIP and 1,745,284 shares remain available for future issuance under the 2018 Director Plan. Under the 2024 LTIP and the 2018 Director Plan, awards may be granted in the form of restricted stock units, options or other stock-based awards such as restricted stock.
(d)Includes 24,503,062 shares for issuance upon exercise of outstanding grants of options, 5,601,406 shares for issuance upon vesting of outstanding grants of restricted stock units, 161,494 shares for issuance under the 2014 ESPP and 103,971 shares for issuance in settlement of directors’ deferred compensation accounts.
Security ownership of certain beneficial owners and management
The information that is contained under the captions “Security ownership of certain beneficial owners” and “Security ownership of directors and management” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 13. Certain relationships and related transactions, and director independence
The information contained under the captions “Related person transactions” and “Director independence” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
ITEM 14. Principal accountant fees and services
The information with respect to principal accountant fees and services contained under the caption “Proposal to ratify appointment of independent registered public accounting firm” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.
59

PART IV
ITEM 15. Exhibits, financial statement schedules
The financial statements are listed in the index included in Item 8, “Financial statements and supplementary data.”
Incorporated by ReferenceFiled or Furnished Herewith
Designation of ExhibitDescription of ExhibitFormFile NumberDate of FilingExhibit Number
3(a)10-K001-3761February 24, 20153(a)
3(b)8-K001-3761January 26, 20223
4(a)8-K001-3761May 23, 20114.2
4(b)8-K001-3761November 3, 20174.1
4(c)8-K001-3761May 7, 20184.1
4(d)8-K001-3761June 8, 20184.1
4(e)8-K001-3761March 11, 20194.1
4(f)8-K001-3761September 4, 20194.1
4(g)8-K001-3761March 12, 20204.1
4(h)8-K001-3761May 4, 20204.1
4(i)8-K001-3761September 15, 20214.1
4(j)8-K001-3761August 16, 20224.1
4(k)8-K001-3761November 18, 20224.1
4(l)8-K001-3761March 14, 20234.1
4(m)8-K001-3761May 18, 20234.1
4(n)8-K001-3761February 8, 20244.1
4(o)10-K001-3761February 20, 20204(l)
10(a)10-K001-3761February 24, 201610(a)
10(b)10-K001-3761February 24, 201610(b)
10(c)10-K001-3761February 24, 201610(c)
10(d)10-K001-3761February 24, 201210(c)
10(e)10-K001-3761February 24, 201510(j)
10(f)10-K001-3761February 23, 201710(k)
10(g)10-K001-3761February 23, 201710(l)
10(h)DEF 14A001-3761March 9, 2016Appendix B
60

Incorporated by ReferenceFiled or Furnished Herewith
Designation of ExhibitDescription of ExhibitFormFile NumberDate of FilingExhibit Number
10(i)10-K001-3761February 23, 201710(n)
10(j)10-K001-3761February 2, 202410(k)
10(k)10-K001-3761February 2, 202410(l)
10(l)DEF 14A001-3761March 12, 2024Appendix A
10(m)10-Q001-3761July 24, 202410(a)
19
X
21X
23X
31(a)X
31(b)X
32(a)X
32(b)X
9710-K001-3761February 2, 202497
101.insInstance DocumentX
101.schXBRL Taxonomy SchemaX
101.calXBRL Taxonomy Calculation LinkbaseX
101.defXBRL Taxonomy Definitions DocumentX
101.labXBRL Taxonomy Labels LinkbaseX
101.preXBRL Taxonomy Presentation LinkbaseX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
*Management compensation plans and arrangements
61

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;
•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.
62

For a more detailed discussion of these factors, see the Risk factors discussion in Item 1A of this report. 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.
63

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Lizardi
Rafael Lizardi, Senior Vice President and Chief Financial Officer
Date: February 14, 2025
64

Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael Lizardi, Julie Knecht and Katie Kane, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, 2024, to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the 14th day of February 2025.
/s/ Mark Blinn/s/ Todd Bluedorn
Mark Blinn, Director
Todd Bluedorn, Director
/s/ Janet Clark/s/ Carrie Cox
Janet Clark, Director
Carrie Cox, Director
/s/ Martin Craighead/s/ Reginald DesRoches
Martin Craighead, Director
Reginald DesRoches, Director
/s/ Curtis Farmer/s/ Jean Hobby
Curtis Farmer, Director
Jean Hobby, Director
/s/ Ronald Kirk/s/ Pamela Patsley
Ronald Kirk, Director
Pamela Patsley, Director
/s/ Robert Sanchez/s/ Richard Templeton
Robert Sanchez, Director
Richard Templeton, Director and
Chairman of the Board
/s/ Haviv Ilan/s/ Rafael Lizardi
Haviv Ilan, Director, President and
Chief Executive Officer
Rafael Lizardi, Senior Vice President and
Chief Financial Officer
/s/ Julie Knecht
Julie Knecht, Vice President and
Chief Accounting Officer
65

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See also INTEL CORP - Annual report 2022 (10-K 2022-12-31) Annual report 2024 (10-Q 2024-03-30)