TXN 10-Q Quarterly Report Sept. 30, 2022

TEXAS INSTRUMENTS INC

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on March 5, 2025
DEF 14A	Filed on March 12, 2024
DEF 14A	Filed on March 14, 2023
DEF 14A	Filed on March 15, 2022
DEF 14A	Filed on March 9, 2021
DEF 14A	Filed on March 10, 2020
DEF 14A	Filed on March 12, 2019
DEF 14A	Filed on March 13, 2018
DEF 14A	Filed on March 6, 2017
DEF 14A	Filed on March 9, 2016
DEF 14A	Filed on March 4, 2015
DEF 14A	Filed on March 4, 2014
DEF 14A	Filed on March 5, 2013
DEF 14A	Filed on March 6, 2012
DEF 14A	Filed on March 7, 2011
DEF 14A	Filed on March 4, 2010

txn-20220930

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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 September 30, 2022


☐			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 ☒

907,571,712

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

October 18, 2022

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. Financial statements


	For Three Months Ended				For Nine Months Ended
Consolidated Statements of Income	September 30,				September 30,
(In millions, except per-share amounts)	2022		2021		2022		2021
Revenue	$	5,241	$	4,643	$	15,358	$	13,512
Cost of revenue (COR)	1,624		1,491		4,674		4,486
Gross profit	3,617		3,152		10,684		9,026
Research and development (R&D)	431		388		1,236		1,165
Selling, general and administrative (SG&A)	431		412		1,275		1,262
Acquisition charges	—		47		—		142
Restructuring charges/other	77		—		209		—
Operating profit	2,678		2,305		7,964		6,457
Other income (expense), net (OI&E)	33		15		55		134
Interest and debt expense	53		45		154		135
Income before income taxes	2,658		2,275		7,865		6,456
Provision for income taxes	363		328		1,078		825
Net income	$	2,295	$	1,947	$	6,787	$	5,631

Earnings per common share (EPS):
Basic	$	2.50	$	2.10	$	7.35	$	6.08
Diluted	$	2.47	$	2.07	$	7.27	$	5.99

Average shares outstanding:
Basic	913		923		919		923
Diluted	923		936		929		936

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	$	2,295	$	1,947	$	6,787	$	5,631
Income allocated to RSUs	( 11 )		( 9 )		( 30 )		( 24 )
Income allocated to common stock for diluted EPS	$	2,284	$	1,938	$	6,757	$	5,607

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	For Three Months Ended				For Nine Months Ended
Consolidated Statements of Comprehensive Income	September 30,				September 30,
(In millions)	2022		2021		2022		2021
Net income	$	2,295	$	1,947	$	6,787	$	5,631
Other comprehensive income (loss)
Net actuarial losses of defined benefit plans:
Adjustments, net of tax effect of ($ 4 ) and ($ 1 ); $ 2 and ($ 8 )	11		3		( 23 )		24
Recognized within net income, net of tax effect of ($ 4 ) and ($ 2 ); ($ 9 ) and ($ 7 )	15		8		33		24
Prior service credit of defined benefit plans:
Adjustments, net of tax effect of $ 0 and $ 0 ; $ 0 and $ 0	1		—		1		—
Recognized within net income, net of tax effect of $ 0 and $ 0 ; $ 0 and $ 0	( 1 )		( 1 )		( 1 )		( 1 )
Derivative instruments:
Change in fair value, net of tax effect of $ 0 and $ 0 ; $ 0 and $ 0	1		—		1		—

Available-for-sale investments:
Unrealized losses, net of tax effect of $ 0 and $ 0 ; $ 2 and $ 0	( 1 )		—		( 8 )		—
Other comprehensive income (loss), net of taxes	26		10		3		47
Total comprehensive income	$	2,321	$	1,957	$	6,790	$	5,678

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	September 30,		December 31,
Consolidated Balance Sheets	2022		2021
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents	$	3,169	$	4,631
Short-term investments	5,921		5,108
Accounts receivable, net of allowances of ($ 10 ) and ($ 8 )	2,040		1,701
Raw materials	333		245
Work in process	1,347		1,067
Finished goods	724		598
Inventories	2,404		1,910
Prepaid expenses and other current assets	238		335
Total current assets	13,772		13,685
Property, plant and equipment at cost	9,491		7,858
Accumulated depreciation	( 3,006 )		( 2,717 )
Property, plant and equipment	6,485		5,141
Goodwill	4,362		4,362
Deferred tax assets	291		263
Capitalized software licenses	75		85
Overfunded retirement plans	273		392
Other long-term assets	799		748
Total assets	$	26,057	$	24,676

Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	499	$	500
Accounts payable	780		571
Accrued compensation	662		775
Income taxes payable	123		121
Accrued expenses and other liabilities	734		602
Total current liabilities	2,798		2,569
Long-term debt	7,438		7,241
Underfunded retirement plans	69		79
Deferred tax liabilities	92		87
Other long-term liabilities	1,153		1,367
Total liabilities	11,550		11,343
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	2,877		2,630
Retained earnings	49,519		45,919
Treasury common stock at cost
Shares: September 30, 2022 – 831 ; December 31, 2021 – 817	( 39,476 )		( 36,800 )
Accumulated other comprehensive income (loss), net of taxes (AOCI)	( 154 )		( 157 )
Total stockholders’ equity	14,507		13,333
Total liabilities and stockholders’ equity	$	26,057	$	24,676

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	For Nine Months Ended
Consolidated Statements of Cash Flows	September 30,
(In millions)	2022		2021
Cash flows from operating activities
Net income	$	6,787	$	5,631
Adjustments to net income:
Depreciation	676		555
Amortization of acquisition-related intangibles	—		142
Amortization of capitalized software	40		44
Stock compensation	227		180
Gains on sales of assets	( 3 )		( 7 )
Deferred taxes	( 18 )		19
Increase (decrease) from changes in:
Accounts receivable	( 339 )		( 239 )
Inventories	( 494 )		92
Prepaid expenses and other current assets	45		99
Accounts payable and accrued expenses	72		87
Accrued compensation	( 114 )		( 103 )
Income taxes payable	26		( 54 )
Changes in funded status of retirement plans	126		48
Other	( 353 )		( 95 )
Cash flows from operating activities	6,678		6,399

Cash flows from investing activities
Capital expenditures	( 1,830 )		( 1,180 )
Proceeds from asset sales	3		7
Purchases of short-term investments	( 10,795 )		( 6,427 )
Proceeds from short-term investments	10,007		5,770
Other	59		( 36 )
Cash flows from investing activities	( 2,556 )		( 1,866 )

Cash flows from financing activities
Proceeds from issuance of long-term debt	695		1,495
Repayment of debt	( 500 )		( 550 )
Dividends paid	( 3,174 )		( 2,824 )
Stock repurchases	( 2,767 )		( 385 )
Proceeds from common stock transactions	191		325
Other	( 29 )		( 38 )
Cash flows from financing activities	( 5,584 )		( 1,977 )

Net change in cash and cash equivalents	( 1,462 )		2,556
Cash and cash equivalents at beginning of period	4,631		3,107
Cash and cash equivalents at end of period	$	3,169	$	5,663

See accompanying notes.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Notes to financial statements

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

We design, make and sell semiconductors 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.

• 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 Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue:
Analog	$	3,993	$	3,548	$	11,801	$	10,292
Embedded Processing	821		738		2,424		2,285
Other	427		357		1,133		935
Total revenue	$	5,241	$	4,643	$	15,358	$	13,512

Operating profit:
Analog	$	2,185	$	1,871	$	6,561	$	5,295
Embedded Processing	321		282		960		881
Other (a)	172		152		443		281
Total operating profit	$	2,678	$	2,305	$	7,964	$	6,457

(a) Includes acquisition charges and restructuring charges/other

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Geographic area information

The following geographic area information includes revenue, based on product shipment destination. The geographic revenue information does not necessarily reflect end demand by geography because our products tend to be shipped to the locations where our customers manufacture their products.


	For Three Months Ended				For Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenue:
United States	$	694	$	515	$	1,765	$	1,437
Asia (a)	3,135		3,082		9,733		8,933
Europe, Middle East and Africa	942		683		2,578		2,061
Japan	310		242		849		716
Rest of world	160		121		433		365
Total revenue	$	5,241	$	4,643	$	15,358	$	13,512

(a) Revenue from products shipped into China was $ 2.4 billion and $ 2.5 billion in the third quarters of 2022 and 2021, respectively, and $ 7.7 billion and $ 7.3 billion in the first nine months of 2022 and 2021, respectively, which 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.

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, 2021. The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended September 30, 2022 and 2021, and the Consolidated Balance Sheet as of September 30, 2022, 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, 2021. Certain amounts in prior periods' financial statements have been reclassified to conform to the current presentation. The results for the three- and nine-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 September 30,
	2022					2021
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	2,295				$	1,947
Income allocated to RSUs	( 11 )					( 9 )
Income allocated to common stock	$	2,284	913	$	2.50	$	1,938	923	$	2.10
Dilutive effect of stock compensation plans			10					13

Diluted EPS:
Net income	$	2,295				$	1,947
Income allocated to RSUs	( 11 )					( 9 )
Income allocated to common stock	$	2,284	923	$	2.47	$	1,938	936	$	2.07

	For Nine Months Ended September 30,
	2022					2021
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	6,787				$	5,631
Income allocated to RSUs	( 30 )					( 23 )
Income allocated to common stock	$	6,757	919	$	7.35	$	5,608	923	$	6.08
Dilutive effect of stock compensation plans			10					13

Diluted EPS:
Net income	$	6,787				$	5,631
Income allocated to RSUs	( 30 )					( 24 )
Income allocated to common stock	$	6,757	929	$	7.27	$	5,607	936	$	5.99

Potentially dilutive securities representing 6 million and 2 million shares of common stock that were outstanding during the third quarters of 2022 and 2021, respectively, and 5 million and 3 million shares outstanding during the first nine months of 2022 and 2021, 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 September 30, 2022. 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 September 30, 2022, the carrying value of long-term debt, including the current portion, was $ 7.94 billion, and the estimated fair value was $ 6.91 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 Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Taxes calculated using the estimated annual effective tax rate	$	391		$	337		$	1,147		$	934
Discrete tax items	( 28 )			( 9 )			( 69 )			( 109 )
Provision for income taxes	$	363		$	328		$	1,078		$	825

Effective tax rate	14		%	14		%	14		%	13		%

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

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (IRA), which introduces a new 15% corporate minimum tax effective January 1, 2023, based on adjusted financial statement income. Based on our current analysis of the provisions, we do not believe this legislation will have a material impact on our consolidated financial statements.

4. Valuation of debt and equity investments and certain liabilities

Investments measured at fair value

Money market funds, available-for-sale debt investments and mutual funds are stated at fair value, which is generally based on market prices or broker quotes. See Fair-value considerations . Unrealized gains and losses from available-for-sale debt securities are recorded as an increase or decrease, net of taxes, in AOCI on our Consolidated Balance Sheets, and any credit losses on available-for-sale debt securities 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 equity investments, which are not measured at fair value. These investments consist of interests in venture capital funds and other non-marketable equity 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 equity securities are measured at cost with adjustments for observable changes in price or impairments. Gains and losses on non-marketable equity investments are recognized in OI&E.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Details of our investments are as follows:


	September 30, 2022						December 31, 2021
	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	$	1,043	$	—	$	—	$	1,824	$	—	$	—
Corporate obligations	596		1,272		—		1,060		1,070		—
U.S. government and agency securities	798		4,301		—		642		3,388		—
Non-U.S. government and agency securities	50		348		—		300		650		—
Mutual funds	—		—		11		—		—		16
Total	2,487		5,921		11		3,826		5,108		16

Other measurement basis:
Equity-method investments	—		—		21		—		—		42
Non-marketable investments	—		—		5		—		—		4
Cash on hand	682		—		—		805		—		—
Total	$	3,169	$	5,921	$	37	$	4,631	$	5,108	$	62

As of September 30, 2022, and December 31, 2021, unrealized gains and losses associated with our available-for-sale investments were not material. We did no t recognize any credit losses related to available-for-sale investments for the first nine months of 2022 and 2021.

Proceeds from sales, redemptions and maturities of short-term available-for-sale investments were $ 3.03 billion and $ 1.32 billion for the third quarters of 2022 and 2021, respectively, and $ 10.01 billion and $ 5.77 billion for the first nine months of 2022 and 2021, respectively. Gross realized gains and losses from these sales were not material.

The following table presents the aggregate maturities of our available-for-sale debt investments as of September 30, 2022:


	Fair Value
One year or less	$	7,292
One to two years	73

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

• 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 September 30, 2022, our Level 3 assets and liabilities were not material. As of December 31, 2021, we had no Level 3 assets or liabilities.

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.


	September 30, 2022						December 31, 2021
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds	$	1,043	$	—	$	1,043	$	1,824	$	—	$	1,824
Corporate obligations	—		1,868		1,868		—		2,130		2,130
U.S. government and agency securities	5,099		—		5,099		3,629		401		4,030
Non-U.S. government and agency securities	—		398		398		—		950		950
Mutual funds	11		—		11		16		—		16
Total assets	$	6,153	$	2,266	$	8,419	$	5,469	$	3,481	$	8,950

Liabilities:
Deferred compensation	$	310	$	—	$	310	$	395	$	—	$	395
Total liabilities	$	310	$	—	$	310	$	395	$	—	$	395

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 September 30,	2022		2021		2022		2021		2022		2021
Service cost	$	4	$	5	$	1	$	—	$	6	$	9
Interest cost	8		8		3		3		7		9
Expected return on plan assets	( 6 )		( 8 )		( 3 )		( 2 )		( 15 )		( 20 )
Recognized net actuarial loss	1		3		—		—		1		2
Amortization of prior service cost (credit)	—		—		( 1 )		( 1 )		—		—
Net periodic benefit costs	7		8		—		—		( 1 )		—
Settlement losses	16		4		—		—		1		1
Total, including other postretirement losses	$	23	$	12	$	—	$	—	$	—	$	1

	U.S. Defined Benefit				U.S. Retiree Health Care				Non-U.S. Defined Benefit
For Nine Months Ended September 30,	2022		2021		2022		2021		2022		2021
Service cost	$	12	$	16	$	2	$	2	$	19	$	27
Interest cost	20		23		8		8		26		28
Expected return on plan assets	( 22 )		( 25 )		( 9 )		( 8 )		( 50 )		( 61 )
Recognized net actuarial loss	2		11		—		—		1		6
Amortization of prior service cost (credit)	—		—		( 1 )		( 1 )		—		—
Net periodic benefit costs	12		25		—		1		( 4 )		—
Settlement losses	29		12		—		—		10		2
Total, including other postretirement losses	$	41	$	37	$	—	$	1	$	6	$	2

6. Debt and lines of credit

Short-term borrowings

We maintain a line of credit to support commercial paper borrowings, if any, and to provide additional liquidity through bank loans. As of September 30, 2022, we had a variable-rate revolving credit facility from a consortium of investment-grade banks that allows us to borrow up to $ 1 billion until March 2023. 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 September 30, 2022, our credit facility was undrawn, and we had no commercial paper outstanding.

Long-term debt

In August 2022, we issued two series of senior unsecured notes for an aggregate principal amount of $ 700 million, consisting of $ 400 million of 3.65 % notes due in 2032 and $ 300 million of 4.10 % notes due in 2052. We incurred $ 3 million of issuance and other related costs. The proceeds of the offering were $ 695 million, net of the original issuance discounts, which will be used for general corporate purposes.

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Long-term debt outstanding is as follows:


	September 30,		December 31,
	2022		2021
Notes due 2022 at 1.85 %	$	—	$	500
Notes due 2023 at 2.25 %	500		500
Notes due 2024 at 2.625 %	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 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		—
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		—
Total debt	8,000		7,800
Net unamortized discounts, premiums and issuance costs	( 63 )		( 59 )
Total debt, including net unamortized discounts, premiums and issuance costs	7,937		7,741
Current portion of long-term debt	( 499 )		( 500 )
Long-term debt	$	7,438	$	7,241

Interest and debt expense was $ 53 million and $ 45 million for the third quarters of 2022 and 2021, respectively, and $ 154 million and $ 135 million for the first nine months of 2022 and 2021, 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, 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 )

Net income	—		—		2,295		—		—
Dividends declared and paid ($ 1.15 per share)	—		—		( 1,051 )		—		—
Common stock issued for stock-based awards	—		26		—		52		—
Stock repurchases	—		—		—		( 996 )		—
Stock compensation	—		68		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		26
Dividend equivalents on RSUs	—		—		( 5 )		—		—

Balance, September 30, 2022	$	1,741	$	2,877	$	49,519	$	( 39,476 )	$	( 154 )

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2020	$	1,741	$	2,333	$	42,051	$	( 36,578 )	$	( 360 )

2021
Net income	—		—		1,753		—		—
Dividends declared and paid ($ 1.02 per share)	—		—		( 940 )		—		—
Common stock issued for stock-based awards	—		( 3 )		—		199		—
Stock repurchases	—		—		—		( 100 )		—
Stock compensation	—		61		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		13
Dividend equivalents on RSUs	—		—		( 4 )		—		—

Balance, March 31, 2021	1,741		2,391		42,860		( 36,479 )		( 347 )

Net income	—		—		1,931		—		—
Dividends declared and paid ($ 1.02 per share)	—		—		( 942 )		—		—
Common stock issued for stock-based awards	—		25		—		29		—
Stock repurchases	—		—		—		( 146 )		—
Stock compensation	—		69		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		24
Dividend equivalents on RSUs	—		—		( 4 )		—		—
Other	—		—		1		—		—
Balance, June 30, 2021	1,741		2,485		43,846		( 36,596 )		( 323 )

Net income	—		—		1,947		—		—
Dividends declared and paid ($ 1.02 per share)	—		—		( 942 )		—		—
Common stock issued for stock-based awards	—		27		—		48		—
Stock repurchases	—		—		—		( 139 )		—
Stock compensation	—		50		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		10
Dividend equivalents on RSUs	—		—		( 3 )		—		—
Other	—		1		( 1 )		—		—
Balance, September 30, 2021	$	1,741	$	2,563	$	44,847	$	( 36,687 )	$	( 313 )

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Warranty costs/product liabilities

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. 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 financial condition, results of operations or liquidity. 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.

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 financial condition, results of operations or liquidity.

9. Supplemental financial information

Restructuring charges/other

During the third quarter and first nine months of 2022, restructuring charges/other included $ 77 million and $ 209 million, respectively, related to integration charges at our Lehi, Utah, manufacturing facility. These costs are included in Other for segment reporting purposes.

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 third quarters and first nine months of 2022 and 2021. The table below details where these transactions are recorded in our Consolidated Statements of Income.


	For Three Months Ended				For Nine Months Ended				Impact to Related Statement of Income Lines
	September 30,				September 30,
	2022		2021		2022		2021
Net actuarial losses of defined benefit plans:
Recognized net actuarial loss and settlement losses (a)	$	19	$	10	$	42	$	31	Decrease to OI&E
Tax effect	( 4 )		( 2 )		( 9 )		( 7 )		Decrease to provision for income taxes
Recognized within net income, net of taxes	$	15	$	8	$	33	$	24	Decrease to net income

Prior service credit of defined benefit plans:
Amortization of prior service credit (a)	$	( 1 )	$	( 1 )	$	( 1 )	$	( 1 )	Increase to OI&E
Tax effect	—		—		—		—		Increase to provision for income taxes
Recognized within net income, net of taxes	$	( 1 )	$	( 1 )	$	( 1 )	$	( 1 )	Increase to net income

(a) Detailed in Note 5

Stock compensation

During the third quarter and first nine months of 2022, 1 million and 3 million shares, respectively, were issued from treasury related to stock compensation.

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

Overview

We design, make and sell semiconductors to electronics designers and manufacturers all over the world. Technology is the foundation of our company, but ultimately, our objective and the best metric to measure progress and generate long-term value for owners is the growth of free cash flow per share.

Our strategy to maximize 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.

The coronavirus (COVID-19) pandemic and its effects are impacting and will likely continue to impact market conditions and business operations across industries worldwide, including at TI. Therefore, we remain cautious about how the economy might behave for the next few years and continue to monitor potential impact on our operations.

In August 2022, the U.S. government enacted the U.S. CHIPS and Science Act (CHIPS Act). The CHIPS Act provides funding for manufacturing grants and research investments, and it establishes a 25% investment tax credit for certain investments in U.S. semiconductor manufacturing. We are currently evaluating the benefit we will receive from the CHIPS Act.

Performance summary

Our third quarter revenue was $5.24 billion, net income was $2.30 billion and earnings per share (EPS) were $2.47.

Revenue increased 1% sequentially and increased 13% from the same quarter a year ago, about as expected. During the quarter we experienced expected weakness in personal electronics and expanding weakness across industrial.

Our cash flow from operations of $9.0 billion for the trailing 12 months again underscored the strength of our business model. Free cash flow for the same period was $5.9 billion and 29% of revenue. This reflects the quality of our product portfolio, as well as the efficiency of our manufacturing strategy, including the benefit of 300-millimeter production.

Over the past 12 months we invested $3.3 billion in R&D and SG&A, invested $3.1 billion in capital expenditures and returned $7.1 billion to shareholders.

Results of operations – third quarter 2022 compared with third quarter 2021

Revenue of $5.24 billion increased $598 million, or 13%, primarily due to higher revenue from Analog and, to a lesser extent, Embedded Processing. This increase benefited from higher prices and the mix of products shipped.

Gross profit of $3.62 billion was up $465 million, or 15%, primarily due to higher revenue. As a percentage of revenue, gross profit increased to 69.0% from 67.9%.

Operating expenses (R&D and SG&A) were $862 million compared with $800 million.

Restructuring charges/other was $77 million due to integration charges at our Lehi, Utah, manufacturing facility.

Operating profit was $2.68 billion, or 51.1% of revenue, compared with $2.31 billion, or 49.6% of revenue.

OI&E was $33 million of income compared with $15 million of income.

Our provision for income taxes was $363 million compared with $328 million. This increase was due to higher income before income taxes, partially offset by higher discrete tax benefits.

Net income was $2.30 billion compared with $1.95 billion. EPS was $2.47 compared with $2.07.

Third quarter 2022 segment results

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

Analog (includes Power and Signal Chain product lines)


	Q3 2022			Q3 2021			Change
Revenue	$	3,993		$	3,548		13	%
Operating profit	2,185			1,871			17	%
Operating profit % of revenue	54.7		%	52.7		%

Analog revenue increased in both product lines, led by Signal Chain. Operating profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing (includes microcontrollers and processors)


	Q3 2022			Q3 2021			Change
Revenue	$	821		$	738		11	%
Operating profit	321			282			14	%
Operating profit % of revenue	39.1		%	38.2		%

Embedded Processing revenue increased. Operating profit increased due to higher revenue and associated gross profit.

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


	Q3 2022			Q3 2021			Change
Revenue	$	427		$	357		20	%
Operating profit*	172			152			13	%
Operating profit % of revenue	40.3		%	42.6		%
* Includes acquisition charges and restructuring charges/other

Other revenue increased $70 million, and operating profit increased $20 million.

Results of operations – first nine months of 2022 compared with first nine months of 2021

Revenue of $15.36 billion increased $1.85 billion, or 14%, primarily due to higher revenue from Analog and, to a lesser extent, Embedded Processing. This increase benefited from higher prices and the mix of products shipped.

Gross profit of $10.68 billion was up $1.66 billion, or 18%, primarily due to higher revenue. As a percentage of revenue, gross profit increased to 69.6% from 66.8%.

Operating expenses were $2.51 billion compared with $2.43 billion.

Restructuring charges/other was $209 million due to integration charges at our Lehi, Utah, manufacturing facility.

Operating profit was $7.96 billion, or 51.9% of revenue, compared with $6.46 billion, or 47.8% of revenue.

OI&E was $55 million of income compared with $134 million of income.

Our provision for income taxes was $1.08 billion compared with $825 million. This increase was due to higher income before income taxes and lower discrete tax benefits.

Net income was $6.79 billion compared with $5.63 billion. EPS was $7.27 compared with $5.99.

Year-to-date segment results

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

Analog


	YTD 2022			YTD 2021			Change
Revenue	$	11,801		$	10,292		15	%
Operating profit	6,561			5,295			24	%
Operating profit % of revenue	55.6		%	51.4		%

Analog revenue increased in both product lines, led by Signal Chain. Operating profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing


	YTD 2022			YTD 2021			Change
Revenue	$	2,424		$	2,285		6	%
Operating profit	960			881			9	%
Operating profit % of revenue	39.6		%	38.6		%

Embedded Processing revenue increased. Operating profit increased primarily due to higher revenue and associated gross profit.

Other


	YTD 2022			YTD 2021			Change
Revenue	$	1,133		$	935		21	%
Operating profit*	443			281			58	%
Operating profit % of revenue	39.1		%	30.1		%
* Includes acquisition charges and restructuring charges/other

Other revenue increased $198 million, and operating profit increased $162 million.

Financial condition

At the end of the third quarter of 2022, total cash (cash and cash equivalents plus short-term investments) was $9.09 billion, a decrease of $649 million from the end of 2021.

Accounts receivable were $2.04 billion, an increase of $339 million compared with the end of 2021. Days sales outstanding for the third quarter of 2022 were 35 compared with 32 at the end of 2021.

Inventory was $2.40 billion, an increase of $494 million from the end of 2021. Days of inventory for the third quarter of 2022 were 133 compared with 116 at the end of 2021.

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 September 30, 2022, our credit facility was undrawn, and we had no commercial paper outstanding. Cash flows from operating activities for the first nine months of 2022 were $6.68 billion, an increase of $279 million from the year-ago period due to higher net income, partially offset by higher cash used for working capital.

Investing activities for the first nine months of 2022 used $2.56 billion compared with $1.87 billion in the year-ago period. Capital expenditures were $1.83 billion compared with $1.18 billion in the year-ago period and were primarily for semiconductor manufacturing equipment and facilities in both periods. Short-term investments used cash of $788 million compared with $657 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, we expect our capital expenditures to be higher than historical levels. For qualifying capital expenditures in the U.S., we expect to receive the cash benefit associated with the 25% investment tax credit that was established under the CHIPS Act in future periods.

Financing activities for the first nine months of 2022 used $5.58 billion compared with $1.98 billion in the year-ago period. In 2022, we received net proceeds of $695 million from the issuance of fixed-rate, long-term debt and retired maturing debt of $500 million. In the year-ago period, we received net proceeds of $1.50 billion from the issuance of fixed-rate, long-term debt, and we retired maturing debt of $550 million. Dividends paid were $3.17 billion compared with $2.82 billion in the year-ago period, reflecting an increased dividend rate. We used $2.77 billion to repurchase 16.8 million shares of our common stock compared with $385 million used in the year-ago period to repurchase 2.1 million shares. Employee exercises of stock options provided cash proceeds of $191 million compared with $325 million in the year-ago period.

In September 2022, we announced we would increase our dividend rate by 8% and also increased our share repurchase authorizations by $15 billion.

We had $3.17 billion of cash and cash equivalents and $5.92 billion of short-term investments as of September 30, 2022. 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
	September 30,
	2022			2021			Change
Cash flow from operations (GAAP)	$	9,035		$	8,524		6	%
Capital expenditures	(3,112)			(1,392)
Free cash flow (non-GAAP)	$	5,923		$	7,132		(17)	%

Revenue	$	20,190		$	17,588

Cash flow from operations as a percentage of revenue (GAAP)	44.7		%	48.5		%
Free cash flow as a percentage of revenue (non-GAAP)	29.3		%	40.6		%

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, 2021, 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)
July 1, 2022 through July 31, 2022	1,345,768		$	149.72		1,345,768	$	8.05	billion
August 1, 2022 through August 31, 2022	1,310,171		173.58			1,294,507	7.82		billion
September 1, 2022 through September 30, 2022	3,488,206		163.18			3,488,206	22.25		billion
Total	6,144,145	(b)	$	162.45	(b)	6,128,481	$	22.25	billion (c)

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

(b) In addition to open-market purchases, 15,664 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 September 30, 2022, 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 August 16, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed August 16, 2022).
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:

• 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;

• 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, vendors 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 raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

• 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;

• Our ability to recruit and retain skilled personnel, and effectively manage key employee succession; 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: October 26, 2022

TABLE OF CONTENTS

Part I - Financial Informationprint Item 1. Financial Statementsprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 4. Controls and Proceduresprint Part II Other Informationprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

Exhibits

3(a) Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended (incorporated by reference to Exhibit 3(a) of the Registrants 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 Registrants Current Report on Form 8-K filed January 26, 2022). 4(a) Officers Certificate, dated August 16, 2022 (incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed August 16, 2022). 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.

Customer name	Ticker
Apple Inc.	AAPL
Arrow Electronics, Inc.	ARW
VOXX International Corporation	VOXX
Avnet, Inc.	AVT
Dell Technologies Inc.	DELL
Dell Technologies Inc.	DELL
Hewlett Packard Enterprise Company	HPE
IDT Corporation	IDT
NACCO Industries, Inc.	NC
Pitney Bowes Inc.	PBI
Unisys Corporation	UIS
Xerox Holdings Corporation	XRX

Supplier name	Ticker
Analog Devices, Inc.	ADI
ASE Technology Holding Co., Ltd.	ASX
Freeport-McMoRan Inc.	FCX
International Business Machines Corporation	IBM
KLA Corporation	KLAC
Teradyne, Inc.	TER

TXN 10-Q Quarter ended Sept. 30, 2022

Exhibits