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, 2025


☐			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 ☒

~~909~~908,~~137~~623,~~169~~020

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

~~July~~October 2214, 2025

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. Financial statements

For Three Months Ended

For ~~Six~~Nine Months Ended

Consolidated Statements of Income

~~June~~September 30,

(In millions, except per-share amounts)

2025

2024

2025

2024

Revenue

4,~~448~~742

34,~~822~~151

813,~~517~~259

711,~~483~~634

Cost of revenue (COR)

12,~~873~~019

1,~~611~~677

35,~~629~~648

34,~~177~~854

Gross profit

2,~~575~~723

2,~~211~~474

47,~~888~~611

46,~~306~~780

Research and development (R&D)

~~527~~518

~~498~~492

1,~~044~~562

~~976~~1,468

Selling, general and administrative (SG&A)

~~485~~457

~~465~~428

~~957~~1,414

~~920~~1,348

Restructuring charges/other

—85

—

—85

(124)

Operating profit

1,~~563~~663

1,~~248~~554

24,~~887~~550

24,~~534~~088

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

4862

~~130~~131

~~128~~190

~~253~~384

Interest and debt expense

~~133~~141

131

~~261~~402

~~247~~378

Income before income taxes

1,~~478~~584

1,~~247~~554

24,~~754~~338

24,~~540~~094

Provision for income taxes

~~183~~220

~~120~~192

~~280~~500

~~308~~500

Net income

1,~~295~~364

1,~~127~~362

23,~~474~~838

23,~~232~~594

Earnings per common share (EPS):

Basic

1.4249

1.2348

24.7120

23.4492

Diluted

1.4148

1.2247

24.6918

23.4289

Average shares outstanding:

Basic

~~908~~909

~~912~~913

909

~~911~~912

Diluted

~~912~~914

~~919~~920

914

~~918~~919

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

Net income

1,~~295~~364

1,~~127~~362

23,~~474~~838

23,~~232~~594

Income allocated to RSUs

(78)

(67)

(1321)

(1118)

Income allocated to common stock for diluted EPS

1,~~288~~356

1,~~121~~355

23,~~461~~817

23,~~221~~576

See accompanying notes.

	For Three Months Ended				For ~~Six~~Nine Months Ended
Consolidated Statements of Comprehensive Income	~~June~~September 30,				~~June~~September 30,
(In millions)	2025		2024		2025		2024
Net income	$	1,~~295~~364	$	1,~~127~~362	$	23,~~474~~838	$	23,~~232~~594
Other comprehensive income (loss)
Net actuarial losses of defined benefit plans:
Adjustments, net of tax effect of $4 and ($1); $7 and ($3)	(13)		1		(20)		6
Adjustments, net of tax effect of ($1) and $5; $6 and $2	1		(11)		(19)		(5)
Recognized within net income, net of tax effect of ($1) and ($1); ($2) and ($2)	4		3		6		5
Recognized within net income, net of tax effect of ($1) and ($1); ($3) and ($3)	5		2		11		7
Prior service cost (credit) of defined benefit plans:
Recognized within net income, net of tax effect of $0 and $0; $0 and $0	—		1		—		1
Derivative instruments:
Change in fair value, net of tax effect of $0 and $0; $0 and $0	—		—		—		1
Available-for-sale investments:
Unrealized gains (losses), net of tax effect of $0 and $0; $0 and $2	—		(1)		(2)		(7)
Unrealized gains (losses), net of tax effect of $1 and ($4); $1 and ($2)	1		13		(1)		6
Other comprehensive income (loss), net of taxes	~~(9)~~7		35		(169)		510
Total comprehensive income	$	1,~~286~~371	$	1,~~130~~367	$	23,~~458~~829	$	23,~~237~~604
See accompanying notes.

	June 30,		December 31,
	September 30,		December 31,
Consolidated Balance Sheets	2025		2024
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents	$	3,~~044~~311	$	3,200
Short-term investments	21,~~315~~875		4,380
Accounts receivable, net of allowances of ($24) and ($21)	1,934		1,719
Accounts receivable, net of allowances of ($21) and ($21)	2,062		1,719
Raw materials	~~402~~431		395
Work in process	2,~~429~~460		2,214
Finished goods	1,~~981~~938		1,918
Inventories	4,~~812~~829		4,527
Prepaid expenses and other current assets	21,~~379~~799		1,200
Total current assets	1413,~~484~~876		15,026
Property, plant and equipment at cost	1617,~~878~~314		15,254
Accumulated depreciation	(4,~~557~~966)		(3,907)
Property, plant and equipment	12,~~321~~348		11,347
Goodwill	4,362		4,362
Deferred tax assets	1,~~096~~089		936
Capitalized software licenses	~~248~~237		257
Overfunded retirement plans	~~253~~251		233
Other long-term assets	2,~~169~~841		3,348
Total assets	$	3435,~~933~~004	$	35,509
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt	$	—500	$	750
Accounts payable	~~881~~779		820
Accrued compensation	~~595~~724		839
Income taxes payable	5379		159
Accrued expenses and other liabilities	~~963~~1,036		1,075
Total current liabilities	23,~~492~~118		3,643
Long-term debt	1413,~~043~~546		12,846
Underfunded retirement plans	~~122~~125		110
Deferred tax liabilities	6360		53
Other long-term liabilities	1,~~810~~528		1,954
Total liabilities	18,~~530~~377		18,606
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	4,~~245~~410		3,935
Retained earnings	52,~~249~~369		52,262
Treasury common stock at cost
Shares: June 30, 2025 – 832; December 31, 2024 – 830	(41,676)		(40,895)
Shares: September 30, 2025 – 832; December 31, 2024 – 830	(41,744)		(40,895)
Accumulated other comprehensive income (loss), net of taxes (AOCI)	(~~156~~149)		(140)
Total stockholders’ equity	16,~~403~~627		16,903
Total liabilities and stockholders’ equity	$	3435,~~933~~004	$	35,509
See accompanying notes.

For Six Months Ended

For Nine Months Ended

Consolidated Statements of Cash Flows

~~June~~September 30,

(In millions)

2025

2024

Cash flows from operating activities

Net income

23,~~474~~838

23,~~232~~594

Adjustments to net income:

Depreciation

~~884~~1,381

~~709~~1,092

Amortization of capitalized software

4161

3453

Stock compensation

~~245~~338

~~222~~309

Gains on sales of assets

—

(126)

Deferred taxes

(~~137~~134)

(~~156~~189)

Increase (decrease) from changes in:

Accounts receivable

(~~215~~343)

76(75)

Inventories

(~~285~~302)

(~~107~~297)

Prepaid expenses and other current assets

~~(16)~~2

(4669)

Accounts payable and accrued expenses

~~(29)~~57

2538

Accrued compensation

(~~255~~134)

(~~276~~127)

Income taxes payable

61168

~~332~~487

Changes in funded status of retirement plans

(2714)

262

Other

(3219)

(~~357~~372)

Cash flows from operating activities

24,~~709~~899

24,~~588~~320

Cash flows from investing activities

Capital expenditures

(23,~~428~~625)

(23,~~312~~628)

Proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives

~~260~~335

—

Proceeds from asset sales

—1

194

Purchases of short-term investments

(12,~~839~~644)

(68,~~962~~807)

Proceeds from short-term investments

35,~~938~~198

58,~~761~~461

Other

(1328)

(1036)

Cash flows from investing activities

(82763)

(3,~~329~~816)

Cash flows from financing activities

Proceeds from issuance of long-term debt

1,199

2,980

Repayment of debt

(750)

(300)

Dividends paid

(23,~~473~~709)

(23,~~368~~555)

Stock repurchases

(~~955~~1,074)

(74392)

Proceeds from common stock transactions

~~233~~358

~~313~~430

Other

(3749)

(3442)

Cash flows from financing activities

(24,~~783~~025)

~~517~~(879)

Net change in cash and cash equivalents

~~(156)~~111

(~~224~~375)

Cash and cash equivalents at beginning of period

3,200

2,964

Cash and cash equivalents at end of period

3,~~044~~311

2,~~740~~589

Supplemental cash flow information

Investment tax credit (ITC) used to reduce income taxes payable

~~203~~246

~~312~~532

Proceeds from CHIPS Act incentives

~~260~~335

—

Total cash benefit related to the CHIPS Act

~~463~~581

~~312~~532

See accompanying notes.

Notes to financial statements

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

We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. We have two reportable segments, Analog and Embedded Processing, each of which represents groups of products that have similar design and development requirements, product characteristics and manufacturing processes. Our segments reflect how our chief operating decision maker (CODM), which is our chief executive officer, allocates resources and measures results.

•Analog semiconductors change real-world signals, such as sound, temperature, pressure or images, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors. Analog semiconductors 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.

In Other, we also include items that are not used in evaluating the results of or in allocating resources to our segments. Examples of these items include acquisition, integration and restructuring charges, and certain corporate-level items, such as litigation expenses, environmental costs, insurance settlements, and gains and losses from other activities, including asset dispositions. We allocate the remainder of our expenses associated with corporate activities to our operating segments based on specific methodologies, such as percentage of operating expenses or headcount.

Costs incurred by our centralized manufacturing and support organizations, including depreciation, are charged to the operating segments, including those in Other, on a per-unit basis. Consequently, depreciation expense is not an independently identifiable component within the segments’ results and, therefore, is not provided.

With the exception of goodwill, we do not identify or allocate assets by operating segment, nor does the CODM evaluate operating segments using discrete asset information. We have no material intersegment revenue. The accounting policies of the segments are consistent with those described in the significant accounting policies and practices.

Segment information

	For Three Months Ended June 30, 2025
	For Three Months Ended September 30,
	Analog		Embedded Processing		Other		Total
	2025								2024
Revenue	$	3,452	$	679	$	317	$	4,448
	Analog		Embedded Processing		Other		Total		Analog		Embedded Processing		Other		Total
Cost of revenue	1,395		365		113		1,873
Revenue	$	3,729	$	709	$	304	$	4,742	$	3,223	$	653	$	275	$	4,151
Gross profit	2,057		314		204		2,575
Cost of revenue	1,543		373		103		2,019		1,253		328		96		1,677
Research and development	383		125		19		527
Gross profit	2,186		336		201		2,723		1,970		325		179		2,474
Selling, general and administrative	349		104		32		485
R&D	371		127		20		518		350		124		18		492
Operating profit	$	1,325	$	85	$	153	$	1,563
SG&A	329		101		27		457		304		92		32		428
Restructuring charges/other	—		—		85		85		—		—		—		—
Operating profit	$	1,486	$	108	$	69	$	1,663	$	1,316	$	109	$	129	$	1,554

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

	For Three Months Ended June 30, 2024
	For Nine Months Ended September 30,
	Analog		Embedded Processing		Other		Total
	2025								2024
Revenue	$	2,928	$	615	$	279	$	3,822
	Analog		Embedded Processing		Other		Total		Analog		Embedded Processing		Other		Total
Cost of revenue	1,193		318		100		1,611
Revenue	$	10,391	$	2,035	$	833	$	13,259	$	8,987	$	1,920	$	727	$	11,634
Gross profit	1,735		297		179		2,211
Cost of revenue	4,234		1,113		301		5,648		3,600		981		273		4,854
Research and development	360		117		21		498
Gross profit	6,157		922		532		7,611		5,387		939		454		6,780
Selling, general and administrative	328		100		37		465
R&D	1,123		380		59		1,562		1,059		355		54		1,468
Operating profit	$	1,047	$	80	$	121	$	1,248
SG&A	1,017		309		88		1,414		957		290		101		1,348
Restructuring charges/other	—		—		85		85		—		—		(124)		(124)
Operating profit	$	4,017	$	233	$	300	$	4,550	$	3,371	$	294	$	423	$	4,088

	For Six Months Ended June 30, 2025
	Analog		Embedded Processing		Other		Total
Revenue	$	6,662	$	1,326	$	529	$	8,517
Cost of revenue	2,691		740		198		3,629
Gross profit	3,971		586		331		4,888
Research and development	752		253		39		1,044
Selling, general and administrative	688		208		61		957
Operating profit	$	2,531	$	125	$	231	$	2,887

	For Six Months Ended June 30, 2024
	Analog		Embedded Processing		Other		Total
Revenue	$	5,764	$	1,267	$	452	$	7,483
Cost of revenue	2,347		653		177		3,177
Gross profit	3,417		614		275		4,306
Research and development	709		231		36		976
Selling, general and administrative	653		198		69		920
Restructuring charges/other	—		—		(124)		(124)
Operating profit	$	2,055	$	185	$	294	$	2,534

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Geographic area information

Our estimate for revenue based on the geographic location of our end customers’ headquarters, which represents where critical decisions are made, is as follows:

	For Three Months Ended								For ~~Six~~Nine Months Ended
	June 30,								June 30,
	September 30,								September 30,
	2025				2024				2025				2024
Revenue:
United States	$	1,~~707~~859	3839	%	$	1,~~408~~639	3739	%	$	35,~~225~~084	38	%	$	24,~~696~~335	3637	%
China	~~985~~1,019		2221		~~745~~823		1920		12,~~811~~830		21		12,~~368~~191		1819
Rest of Asia	~~487~~505		11		~~417~~431		1110		~~925~~1,430		11		~~818~~1,249		11
Europe, Middle East and Africa (a)	~~891~~972		20		~~898~~880		2321		12,~~827~~799		21		12,~~853~~733		2523
Japan	~~295~~313		7		~~292~~313		8		~~570~~883		7		~~622~~935		8
Rest of world	8374		2		6265		2		~~159~~233		2		~~126~~191		2
Total revenue	$	4,~~448~~742	100	%	$	34,~~822~~151	100	%	$	813,~~517~~259	100	%	$	711,~~483~~634	100	%

(a)Revenue from end customers headquartered in Germany was 10% and 11% in the ~~second~~third quarters of 2025 and 2024, respectively, and 10% and 12% in the first ~~six~~nine months of 2025 and 2024, respectively.

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, 2024. The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended ~~June~~September 30, 2025 and 2024, and the Consolidated Balance Sheet as of ~~June~~September 30, 2025, 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, 2024. The results for the three- and ~~six~~nine-month periods are not necessarily indicative of a full year’s results.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 nonforfeitable 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.

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


	For Three Months Ended September 30,
	2025					2024
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	1,364				$	1,362
Income allocated to RSUs	(8)					(7)
Income allocated to common stock	$	1,356	909	$	1.49	$	1,355	913	$	1.48
Dilutive effect of stock compensation plans			5					7

Diluted EPS:
Net income	$	1,364				$	1,362
Income allocated to RSUs	(8)					(7)
Income allocated to common stock	$	1,356	914	$	1.48	$	1,355	920	$	1.47

	For Nine Months Ended September 30,
	2025					2024
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	3,838				$	3,594
Income allocated to RSUs	(21)					(18)
Income allocated to common stock	$	3,817	909	$	4.20	$	3,576	912	$	3.92
Dilutive effect of stock compensation plans			5					7

Diluted EPS:
Net income	$	3,838				$	3,594
Income allocated to RSUs	(21)					(18)
Income allocated to common stock	$	3,817	914	$	4.18	$	3,576	919	$	3.89

~~TEXAS~~Potentially ~~INSTRUMENTS~~dilutive ~~INCORPORATED~~securities ~~AND~~representing ~~SUBSIDIARIES~~4 million and 3 million shares of common stock that were outstanding during the third quarters of 2025 and 2024, respectively, and 10 million and 9 million shares outstanding during the first nine months of 2025 and 2024, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.

	For Three Months Ended June 30,
	2025					2024
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	1,295				$	1,127
Income allocated to RSUs	(7)					(6)
Income allocated to common stock	$	1,288	908	$	1.42	$	1,121	912	$	1.23
Dilutive effect of stock compensation plans			4					7
Diluted EPS:
Net income	$	1,295				$	1,127
Income allocated to RSUs	(7)					(6)
Income allocated to common stock	$	1,288	912	$	1.41	$	1,121	919	$	1.22
	For Six Months Ended June 30,
	2025					2024
	Net Income		Shares	EPS		Net Income		Shares	EPS
Basic EPS:
Net income	$	2,474				$	2,232
Income allocated to RSUs	(13)					(11)
Income allocated to common stock	$	2,461	909	$	2.71	$	2,221	911	$	2.44
Dilutive effect of stock compensation plans			5					7
Diluted EPS:
Net income	$	2,474				$	2,232
Income allocated to RSUs	(13)					(11)
Income allocated to common stock	$	2,461	914	$	2.69	$	2,221	918	$	2.42

Potentially dilutive securities representing 12 million and 8 million shares of common stock that were outstanding during the second quarters of 2025 and 2024, respectively, and 12 million and 11 million shares outstanding during the first six months of 2025 and 2024, 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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 fair value of the swaps and the related deferred compensation liabilities in SG&A.

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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

Fair values of financial instruments

The fair values of our derivative financial instruments were not material as of ~~June~~September 30, 2025. Our investments in cash equivalents, short-term investments and certain long-term investments, as well as our deferred compensation liabilities, are carried at fair value. The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. As of ~~June~~September 30, 2025, the carrying value of long-term debt, including the current portion, was $14.0405 billion, and the estimated fair value was $13.1530 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.

Changes in accounting standards – standards not yet adopted

ASU 2023-09, Improvements to Income Tax Disclosures

This standard requires disaggregated income tax disclosures on effective tax rate reconciliations and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. As a result of adopting this guidance, ~~certain of~~ our income tax disclosures will be expanded.

ASU 2024-03, Disaggregation of Income Statement Expenses

This standard requires disaggregated disclosures of certain expense captions into specified categories in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. We are currently evaluating the potential impact of this standard on our financial statement disclosures.

ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software

This standard makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 is effective for interim and annual reporting periods beginning after December 15, 2027. We are currently evaluating the potential impact of this standard on our financial statements and related disclosures.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

3. Income taxes

Provision for income taxes is based on the following:

	For Three Months Ended						For ~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Taxes calculated using the estimated annual effective tax rate	$	~~199~~249		$	~~170~~227		$	~~365~~614		$	~~346~~573
Discrete tax items	(1629)			(5035)			(85114)			(3873)
Provision for income taxes	$	~~183~~220		$	~~120~~192		$	~~280~~500		$	~~308~~500
Effective tax rate	1214		%	1012		%	1012		%	12		%

~~The~~On ~~effective~~July ~~tax~~4, ~~rate~~2025, ~~differs~~the ~~from~~U.S. government enacted the ~~21%~~One Big Beautiful Bill Act (OBBBA). The OBBBA provides changes to U.S. ~~statutory~~federal ~~corporate~~ tax ~~rate~~law, ~~due~~including toexpensing ~~the~~of ~~effect~~U.S. ofresearch expenditures and eligible capital expenditures, increasing the U.S. CHIPS Act investment tax ~~benefits~~credit and changing other tax provisions. The effects of the new law are reflected in the consolidated financial statements as of and for the periods ended September 30, 2025.

OnThe ~~July~~effective 4,tax ~~2025,~~rate ~~the~~differs ~~U.S.~~from ~~government enacted~~ the ~~One~~21% ~~Big Beautiful Bill Act (OBBBA). The OBBBA provides changes to~~ U.S. ~~federal~~statutory corporate tax ~~law,~~rate ~~including~~due ~~expensing~~to ofthe ~~U.S.~~effect ~~research~~of ~~expenditures and eligible capital expenditures, increasing the~~ U.S. ~~CHIPS Act investment~~ tax ~~credit and changing other tax provisions. The effects of the new law are not reflected in the consolidated financial statements as of and for the period ended June 30~~benefits, ~~2025~~including ~~because~~ the ~~legislation was enacted in July. We are currently evaluating the~~ effect of ~~the legislation on our financial statements~~OBBBA.

4. Valuation of debt and equity investments and certain liabilities

Investments measured at fair value

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 nonmarketable investments, which are not measured at fair value. These investments consist of interests in venture capital funds and other nonmarketable securities. Gains and losses from equity-method investments are recognized in OI&E based on our ownership share of the investee’s financial results. Nonmarketable securities are measured at cost with adjustments for observable changes in price or impairments. Gains and losses on nonmarketable investments are recognized in OI&E.

	June 30, 2025						December 31, 2024
	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	$	682	$	—	$	—	$	762	$	—	$	—
Corporate obligations	502		623		—		694		796		—
U.S. government and agency securities	1,334		1,593		—		752		3,485		—
Non-U.S. government and agency securities	149		99		—		249		99		—
Mutual funds	—		—		11		—		—		11
Total	2,667		2,315		11		2,457		4,380		11
Other measurement basis:
Equity-method investments	—		—		2		—		—		8
Nonmarketable investments	—		—		4		—		—		4
Total	—		—		6		—		—		12
Cash on hand	377		—		—		743		—		—
Total	$	3,044	$	2,315	$	17	$	3,200	$	4,380	$	23

AsTEXAS ofINSTRUMENTS ~~June~~INCORPORATED ~~30,~~AND ~~2025,~~SUBSIDIARIES and December 31, 2024, unrealized gains and losses associated with our debt investments were not material. We did not recognize any credit losses related to debt investments for the first six months of 2025 and 2024.

Details of our investments are as follows:

							Fair Value
	September 30, 2025								December 31, 2024
One year or less							$	3,750
	Cash and Cash Equivalents		Short-Term Investments		Long-Term Investments				Cash and Cash Equivalents		Short-Term Investments		Long-Term Investments
One to two years							550
Measured at fair value:
Money market funds	$	737	$	—	$	—			$	762	$	—	$	—
Corporate obligations	738		503		—				694		796		—
U.S. government and agency securities	1,432		1,198		—				752		3,485		—
Non-U.S. government and agency securities	50		174		—				249		99		—
Mutual funds	—		—		11				—		—		11
Total	2,957		1,875		11				2,457		4,380		11
Other measurement basis:
Equity-method investments	—		—		2				—		—		8
Nonmarketable investments	—		—		4				—		—		4
Total	—		—		6				—		—		12
Cash on hand	354		—		—				743		—		—
Total	$	3,311	$	1,875	$	17			$	3,200	$	4,380	$	23

~~Proceeds~~As ~~from~~of ~~sales~~September 30, ~~redemptions~~2025, and ~~maturities~~December of31, ~~short-term~~2024, ~~debt~~unrealized ~~investments~~gains ~~were~~and ~~$1.13 billion~~losses ~~and~~associated ~~$3.13 billion~~with ~~for~~our ~~the~~debt ~~second~~investments ~~quarters~~were ofnot ~~2025~~material. ~~and~~We ~~2024,~~did ~~respectively,~~not ~~and~~recognize ~~$3.94~~any ~~billion~~credit ~~and~~losses ~~$5.76~~related ~~billion~~to debt investments for the first ~~six~~nine months of 2025 and 2024~~, respectively~~. ~~Gross realized gains and losses from these sales were not material.~~

The following table presents the aggregate maturities of our debt investments as of September 30, 2025:


	Fair Value
One year or less	$	3,764
One to two years	331

Proceeds from sales, redemptions and maturities of short-term debt investments were $1.26 billion and $2.70 billion for the third quarters of 2025 and 2024, respectively, and $5.20 billion and $8.46 billion for the first nine months of 2025 and 2024, respectively. Gross realized gains and losses from these sales were not material.

Fair-value considerations

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

The three-level hierarchy described below indicates the inputs 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 measurement date.

•Level 2 – Uses inputs other than Level 1 that are either directly or indirectly observable as of the measurement date through correlation with market data. Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active and models or other pricing methodologies that do not require significant judgment. We utilize a third-party data service to provide Level 2 valuations, and we verify these valuations for reasonableness.

•Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment. As of June 30, 2025, and December 31, 2024, we had no Level 3 assets or liabilities.11

	June 30, 2025						December 31, 2024
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds	$	682	$	—	$	682	$	762	$	—	$	762
Corporate obligations	—		1,125		1,125		—		1,490		1,490
U.S. government and agency securities	2,130		797		2,927		2,591		1,646		4,237
Non-U.S. government and agency securities	—		248		248		—		348		348
Mutual funds	11		—		11		11		—		11
Total assets	$	2,823	$	2,170	$	4,993	$	3,364	$	3,484	$	6,848
Liabilities:
Deferred compensation	$	445	$	—	$	445	$	443	$	—	$	443
Total liabilities	$	445	$	—	$	445	$	443	$	—	$	443

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

•Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment. As of September 30, 2025, and December 31, 2024, 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, 2025						December 31, 2024
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds	$	737	$	—	$	737	$	762	$	—	$	762
Corporate obligations	—		1,241		1,241		—		1,490		1,490
U.S. government and agency securities	2,231		399		2,630		2,591		1,646		4,237
Non-U.S. government and agency securities	—		224		224		—		348		348
Mutual funds	11		—		11		11		—		11
Total assets	$	2,979	$	1,864	$	4,843	$	3,364	$	3,484	$	6,848

Liabilities:
Deferred compensation	$	475	$	—	$	475	$	443	$	—	$	443
Total liabilities	$	475	$	—	$	475	$	443	$	—	$	443

5. Postretirement benefit plans

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

	U.S. Defined Benefit				U.S. Retiree Health Care				Non-U.S. Defined Benefit
For Three Months Ended June 30,	2025		2024		2025		2024		2025		2024
For Three Months Ended September 30,	2025		2024		2025		2024		2025		2024
Service cost	$	21	$	2	$	1—	$	1—	$	34	$	4
Interest cost	76		67		3		34		1516		1315
Expected return on plan assets	(63)		(57)		(32)		(64)		(1720)		(1922)
Recognized net actuarial losses (gains)	21		1		~~(1)~~—		—(1)		1		3
Net periodic benefit costs (credits)	5		4		—		(2)		2		1
Amortization of prior service cost (credit)	—		—		—		—		—		1
Settlement losses	3		—		—		—		—		—
Net periodic benefit costs (credits)	5		3		1		(1)		1		1
Total, including other postretirement losses (gains)	$	8	$	4	$	—	$	(2)	$	2	$	1
Settlement losses	4		—		—		—		—		—
Total, including other postretirement losses (gains)	$	9	$	3	$	1	$	(1)	$	1	$	1
	U.S. Defined Benefit				U.S. Retiree Health Care				Non-U.S. Defined Benefit
For Six Months Ended June 30,	2025		2024		2025		2024		2025		2024
For Nine Months Ended September 30,	2025		2024		2025		2024		2025		2024
Service cost	$	45	$	46	$	1	$	1	$	711	$	812
Interest cost	1319		1219		69		610		2945		2742
Expected return on plan assets	(1013)		(1118)		(68)		(913)		(3555)		(3860)
Recognized net actuarial losses (gains)	45		23		(1)		(12)		23		69
Net periodic benefit costs (credits)	11		7		—		(3)		3		3
Amortization of prior service cost (credit)	—		—		—		—		—		1
Settlement losses	3		—		—		—		—		—
Net periodic benefit costs (credits)	16		10		1		(4)		4		4
Total, including other postretirement losses (gains)	$	14	$	7	$	—	$	(3)	$	3	$	3
Settlement losses	7		—		—		—		—		—
Total, including other postretirement losses (gains)	$	23	$	10	$	1	$	(4)	$	4	$	4

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

6. Debt and lines of credit

Short-term borrowings

We maintain a line of credit to provide additional liquidity through bank loans and, if necessary, to support commercial paper borrowings. As of ~~June~~September 30, 2025, the aforementioned line of credit was a variable-rate, revolving credit facility from a consortium of investment-grade banks that allows us to borrow up to $1 billion until March 2026. The interest rate on borrowings under this credit facility, if drawn, is indexed to the applicable Term Secured Overnight Financing Rate (Term SOFR). As of ~~June~~September 30, 2025, our credit facility was undrawn, and we had no commercial paper outstanding.

Long-term debt

In May 2025, we issued two series of senior unsecured notes for an aggregate principal amount of $1.20 billion, consisting of $550 million of 4.50% notes due in 2030 and $650 million of 5.10% notes due in 2035. We incurred $6 million of issuance and other related costs. The proceeds of the offering were $1.20 billion, net of the original issuance discounts, which will be used for general corporate purposes.

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

Long-term debt outstanding is as follows:


	September 30,		December 31,
	2025		2024
Notes due 2025 at 1.375%	$	—	$	750
Notes due 2026 at 1.125%	500		500
Notes due 2027 at 4.60%	650		650
Notes due 2027 at 2.90%	500		500
Notes due 2028 at 4.60%	700		700
Notes due 2029 at 4.60%	650		650
Notes due 2029 at 2.25%	750		750
Notes due 2030 at 1.75%	750		750
Notes due 2030 at 4.50%	550		—
Notes due 2031 at 1.90%	500		500
Notes due 2032 at 3.65%	400		400
Notes due 2033 at 4.90%	950		950
Notes due 2034 at 4.85%	600		600
Notes due 2035 at 5.10%	650		—
Notes due 2039 at 3.875%	750		750
Notes due 2048 at 4.15%	1,500		1,500
Notes due 2051 at 2.70%	500		500
Notes due 2052 at 4.10%	300		300
Notes due 2053 at 5.00%	650		650
Notes due 2054 at 5.15%	750		750
Notes due 2063 at 5.05%	1,550		1,550
Total debt	14,150		13,700
Net unamortized discounts, premiums and issuance costs	(104)		(104)
Total debt, including net unamortized discounts, premiums and issuance costs	14,046		13,596
Current portion of long-term debt	(500)		(750)
Long-term debt	$	13,546	$	12,846

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

	June 30,		December 31,
	2025		2024
Notes due 2025 at 1.375%	$	—	$	750
Notes due 2026 at 1.125%	500		500
Notes due 2027 at 4.60%	650		650
Notes due 2027 at 2.90%	500		500
Notes due 2028 at 4.60%	700		700
Notes due 2029 at 4.60%	650		650
Notes due 2029 at 2.25%	750		750
Notes due 2030 at 1.75%	750		750
Notes due 2030 at 4.50%	550		—
Notes due 2031 at 1.90%	500		500
Notes due 2032 at 3.65%	400		400
Notes due 2033 at 4.90%	950		950
Notes due 2034 at 4.85%	600		600
Notes due 2035 at 5.10%	650		—
Notes due 2039 at 3.875%	750		750
Notes due 2048 at 4.15%	1,500		1,500
Notes due 2051 at 2.70%	500		500
Notes due 2052 at 4.10%	300		300
Notes due 2053 at 5.00%	650		650
Notes due 2054 at 5.15%	750		750
Notes due 2063 at 5.05%	1,550		1,550
Total debt	14,150		13,700
Net unamortized discounts, premiums and issuance costs	(107)		(104)
Total debt, including net unamortized discounts, premiums and issuance costs	14,043		13,596
Current portion of long-term debt	—		(750)
Long-term debt	$	14,043	$	12,846

Interest and debt expense was $141 million and $131 million for the third quarters of 2025 and 2024, respectively, and $402 million and $378 million for the first nine months of 2025 and 2024, respectively. This was net of the amortized discounts, premiums and issuance and other related costs. Capitalized interest was $3 million and $5 million for the third quarters of 2025 and 2024, respectively, and $9 million and $16 million for the first nine months of 2025 and 2024, respectively.

Interest and debt expense was $133 million and $131 million for the second quarters of 2025 and 2024, respectively, and $261 million and $247 million for the first six months of 2025 and 2024, respectively7. ~~This~~Stockholders’ was net of the amortized discounts, premiums and issuance and other related costs. Capitalized interest was $2 million and $5 million for the second quarters of 2025 and 2024, respectively, and $6 million and $11 million for the first six months of 2025 and 2024, respectively.equity

Changes in equity are as follows:


	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2024	$	1,741	$	3,935	$	52,262	$	(40,895)	$	(140)

2025
Net income	—		—		1,179		—		—
Dividends declared and paid ($1.36 per share)	—		—		(1,238)		—		—
Common stock issued for stock-based awards	—		8		—		110		—
Stock repurchases	—		—		—		(657)		—
Stock compensation	—		116		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		(7)
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		(1)		—		—		—
Balance, March 31, 2025	1,741		4,058		52,196		(41,442)		(147)

Net income	—		—		1,295		—		—
Dividends declared and paid ($1.36 per share)	—		—		(1,235)		—		—
Common stock issued for stock-based awards	—		59		—		56		—
Stock repurchases	—		—		—		(290)		—
Stock compensation	—		129		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		(9)
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		(1)		—		—		—
Balance, June 30, 2025	1,741		4,245		52,249		(41,676)		(156)

Net income	—		—		1,364		—		—
Dividends declared and paid ($1.36 per share)	—		—		(1,236)		—		—
Common stock issued for stock-based awards	—		72		—		53		—
Stock repurchases	—		—		—		(121)		—
Stock compensation	—		93		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		7
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		—		(1)		—		—
Balance, September 30, 2025	$	1,741	$	4,410	$	52,369	$	(41,744)	$	(149)

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

7. Stockholders’ equity


	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2023	$	1,741	$	3,362	$	52,283	$	(40,284)	$	(205)

2024
Net income	—		—		1,105		—		—
Dividends declared and paid ($1.30 per share)	—		—		(1,183)		—		—
Common stock issued for stock-based awards	—		(29)		—		94		—
Stock repurchases	—		—		—		(3)		—
Stock compensation	—		106		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		2
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		—		1		—		—
Balance, March 31, 2024	1,741		3,439		52,199		(40,193)		(203)

Net income	—		—		1,127		—		—
Dividends declared and paid ($1.30 per share)	—		—		(1,185)		—		—
Common stock issued for stock-based awards	—		111		—		137		—
Stock repurchases	—		—		—		(72)		—
Stock compensation	—		116		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		3
Dividend equivalents on RSUs	—		—		(6)		—		—

Balance, June 30, 2024	1,741		3,666		52,135		(40,128)		(200)

Net income	—		—		1,362		—		—
Dividends declared and paid ($1.30 per share)	—		—		(1,187)		—		—
Common stock issued for stock-based awards	—		62		—		55		—
Stock repurchases	—		—		—		(322)		—
Stock compensation	—		87		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		5
Dividend equivalents on RSUs	—		—		(6)		—		—
Other	—		(2)		—		—		—
Balance, September 30, 2024	$	1,741	$	3,813	$	52,304	$	(40,395)	$	(195)

	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2024	$	1,741	$	3,935	$	52,262	$	(40,895)	$	(140)
2025
Net income	—		—		1,179		—		—
Dividends declared and paid ($1.36 per share)	—		—		(1,238)		—		—
Common stock issued for stock-based awards	—		8		—		110		—
Stock repurchases	—		—		—		(657)		—
Stock compensation	—		116		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		(7)
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		(1)		—		—		—
Balance, March 31, 2025	1,741		4,058		52,196		(41,442)		(147)
Net income	—		—		1,295		—		—
Dividends declared and paid ($1.36 per share)	—		—		(1,235)		—		—
Common stock issued for stock-based awards	—		59		—		56		—
Stock repurchases	—		—		—		(290)		—
Stock compensation	—		129		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		(9)
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		(1)		—		—		—
Balance, June 30, 2025	$	1,741	$	4,245	$	52,249	$	(41,676)	$	(156)

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

	Common Stock		Paid-in Capital		Retained Earnings		Treasury Common Stock		AOCI
Balance, December 31, 2023	$	1,741	$	3,362	$	52,283	$	(40,284)	$	(205)
2024
Net income	—		—		1,105		—		—
Dividends declared and paid ($1.30 per share)	—		—		(1,183)		—		—
Common stock issued for stock-based awards	—		(29)		—		94		—
Stock repurchases	—		—		—		(3)		—
Stock compensation	—		106		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		2
Dividend equivalents on RSUs	—		—		(7)		—		—
Other	—		—		1		—		—
Balance, March 31, 2024	1,741		3,439		52,199		(40,193)		(203)
Net income	—		—		1,127		—		—
Dividends declared and paid ($1.30 per share)	—		—		(1,185)		—		—
Common stock issued for stock-based awards	—		111		—		137		—
Stock repurchases	—		—		—		(72)		—
Stock compensation	—		116		—		—		—
Other comprehensive income (loss), net of taxes	—		—		—		—		3
Dividend equivalents on RSUs	—		—		(6)		—		—
Balance, June 30, 2024	$	1,741	$	3,666	$	52,135	$	(40,128)	$	(200)

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

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

General

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

9. Supplemental financial information

Restructuring charges/other

During the third quarter and first nine months of 2025, we recognized $85 million of restructuring charges related to efforts to drive operational efficiencies to support our long-term strategy, including the planned closures of our two remaining factories with 150mm production. The restructuring charges are attributable to severance and benefit costs and are included in Other for segment reporting purposes.


Prepaid expenses and other current assets
	September 30,		December 31,
	2025		2024
CHIPS Act incentives	$	1,501	$	904
Other	298		296
Total	$	1,799	$	1,200


Other long-term assets
	September 30,		December 31,
	2025		2024
CHIPS Act incentives	$	1,734	$	2,246

Other	1,107		1,102
Total	$	2,841	$	3,348

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

9. Supplemental financial information

Prepaid expenses and other current assets
	June 30,		December 31,
	2025		2024
CHIPS Act incentives	$	2,025	$	904
Other	354		296
Total	$	2,379	$	1,200

	June 30,		December 31,
	2025		2024
CHIPS Act incentives	$	1,058	$	2,246
Other	1,111		1,102
Total	$	2,169	$	3,348

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 2025 and 2024. The table below details where these transactions are recorded in our Consolidated Statements of Income.

	For Three Months Ended				For ~~Six~~Nine Months Ended				Impact to Related Statement of Income Lines
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		2024
Net actuarial losses of defined benefit plans:
Recognized net actuarial losses and settlement losses (a)	$	56	$	43	$	814	$	710	Decrease to OI&E
Tax effect	(1)		(1)		(23)		(23)		Decrease to provision for income taxes
Recognized within net income, net of taxes	$	45	$	32	$	611	$	57	Decrease to net income
Prior service cost (credit) of defined benefit plans:
Amortization of prior service cost (credit) (a)	$	—	$	1	$	—	$	1	Decrease (increase) to OI&E
Tax effect	—		—		—		—		(Decrease) increase to provision for income taxes
Recognized within net income, net of taxes	$	—	$	1	$	—	$	1	Decrease (increase) to net income

(a)Detailed in Note 5

Effect on shares outstanding and treasury shares

The following table reflects the changes in treasury shares:

			2025
Balance, January 1			830
Repurchases			4
Shares issued for stock compensation			(2)
Balance, March 31			832
Repurchases			1
Shares issued for stock compensation			(1)
Balance, June 30			832
Repurchases			1
Shares issued for stock compensation			(1)
Balance, September 30			832

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

Overview

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

Our strategy to maximize long-term free cash flow per share growth has three elements:

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

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

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

(c) 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.

(d) 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, invest in 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.

Market and business characteristics

Markets for our products

The ~~major~~end markets for our products are industrial, automotive, personal electronics, enterprise systems, and communications equipment ~~and other~~. See our 2024 Form 10-K for more information, where we also report calculators and other.

Market cycle

The “semiconductor cycle” refers to the ebb and flow of supply and demand and the building and depleting of inventories. The semiconductor market historically has been characterized by periods of tight supply caused by strengthening demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity. These are typically referred to as upturns and downturns in the semiconductor cycle. Semiconductor cycles are affected by the significant time and money required to build and maintain semiconductor manufacturing facilities.

Seasonality

Our revenue is subject to some seasonal variation. Historically, our sequential revenue growth rate tends to be weaker in the first and fourth quarters when compared with the second and third quarters.

Manufacturing

We invest to make manufacturing and technology a core competitive advantage. The strategic decision to own our manufacturing, process and packaging technology provides us with tangible benefits of lower manufacturing costs and greater control of our supply chain and provides our customers with geopolitically dependable capacity. We own and operate both wafer fabrication and assembly/test facilities in North America, Asia, Japan and Europe. We have focused on creating a competitive structural cost advantage by investing in our 300mm wafer production, which describes the diameter of the wafer on which our chips are produced, and costs about 40% less than a chip built on a 200mm wafer. In addition, we selectively use capacity of outside suppliers, commonly known as foundries and subcontractors.

We continue to invest to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity plan. We are now mostly through a six-year elevated capital expenditures cycle that, when completed, will uniquely position TI to deliver dependable, low-cost 300mm capacity, scalability of capital expenditures, including capacity modularity, and free cash flow per share growth across a range of market conditions.

With our planned capacity expansions to support demand over time, we expect our internal sourcing to continue to increase. As our Lehi, Utah, manufacturing facility is in the early ramping stages, Embedded Processing is disproportionately impacted by costs associated with the site’s capacity expansion. We expect to continue to maintain sufficient internal manufacturing capacity to meet the majority of our production needs and to obtain manufacturing equipment to support new technology developments and revenue growth.

In 2020, we announced a multi-year plan to close our two remaining factories with 150mm production, which are more than 50 years old and located in Sherman and Dallas, Texas. Production is transitioning from these sites to our more advanced and cost-effective 300mm wafer fabrication facilities.

Inventory

Our objectives for inventory are to maintain high levels of customer service, maintain dependable and competitive lead times, minimize inventory obsolescence and improve manufacturing asset utilization. To meet these objectives and to allow greater flexibility in periods of high demand, our strategy is to build ahead of demand our broad-based products that are used across a diverse set of applications and customers and have low risk of obsolescence. Inventory levels will vary based on market conditions and seasonality. We adjust factory loadings as needed to execute on this inventory strategy.

Results of operations

Management’s discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the financial statements and the related notes that appear elsewhere in this document. In the following discussion of our results of operations:

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

•When we discuss our results:

◦Unless otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment volumes.

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

◦From time to time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer to as changes in the “mix” of products shipped.

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

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

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

Performance summary

Our ~~second~~third quarter revenue was $4.4574 billion, net income was $1.3036 billion and earnings per share (EPS) were $1.4148.

Revenue increased 97% sequentially, ~~led by continued broad recovery in industrial,~~ and 1614% from the same quarter a year ago with growth across all end markets.

Our cash flow from operations of $6.49 billion for the trailing 12 months again underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production. Free cash flow for the same period was $12.84 billion.

Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $4.98 billion in capital expenditures and returned $6.76 billion to shareholders.

Macroeconomic factors

We believe ~~tariffs~~trade dynamics and geopolitics are disrupting and reshaping global supply chains and affecting customer order behavior. Our global manufacturing capabilities enable us to support our customers’ needs. WeThe ~~also~~overall ~~believe the~~ semiconductor ~~cycle~~market recovery is continuing, ~~while~~though ~~customer~~at ~~inventories~~a ~~remain~~slower atpace ~~low~~than ~~levels~~prior upturns, likely related to broader macroeconomic dynamics and overall uncertainty.

U.S. legislative update

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA). The OBBBA provides changes to U.S. federal tax law, including expensing of U.S. research expenditures and eligible capital expenditures, increasing the U.S. CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) and changing other tax provisions. The ~~new~~effect ~~law did not impact our financial condition and results~~ of ~~operations during~~ the ~~second~~new ~~quarter.~~law Weresults ~~are currently evaluating the impact of the legislation on future periods. Based on our initial assessment, the changes are expected to result~~ in a higher effective tax rate in the third quarter and full year 2025. For 2026 and beyond, we expect the effective tax rate to be lower than it would have been under prior tax law. Additionally, we expect tax-related cash payments to be lower for the next several years as a result of the changes.

Details of financial results – ~~second~~third quarter 2025 compared with ~~second~~third quarter 2024

Revenue of $4.4574 billion increased $~~626~~591 million, or 1614%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.

Gross profit of $2.5872 billion was up $~~364~~249 million, or 1610%, due to higher revenue., ~~Our~~partially ~~gross~~offset ~~profit~~by ~~also~~higher ~~benefited from reduced~~ manufacturing costs ~~related to increased factory loadings, offset by costs~~ associated with our planned capacity expansions. As a percentage of revenue, gross profit ~~increased~~decreased to 57.94% from 5759.86%.

Operating expenses (R&D and SG&A) were $~~1.01~~975 ~~billion~~million compared with $~~963~~920 million.

~~Operating~~Restructuring ~~profit~~charges/other was $~~1.56 billion,~~85 ormillion ~~35.1%~~related ofto ~~revenue,~~efforts ~~compared~~to ~~with~~drive ~~$1.25~~operational ~~billion,~~efficiencies orto ~~32.7%~~support ofour ~~revenue.~~long-term ~~This~~strategy, ~~increase~~including ~~was~~the ~~primarily~~planned ~~due~~closures toof ~~higher~~our ~~revenue~~two ~~and~~remaining ~~associated~~factories ~~gross~~with ~~profit~~150mm production.

~~OI&E~~Operating profit was $481.66 ~~million~~billion, or 35.1% of ~~income~~revenue, compared with $~~130 million~~1.55 billion, or 37.4% of ~~income~~revenue. This ~~decrease~~change was primarily due to ~~lower~~higher ~~interest~~revenue, ~~income~~partially offset by higher manufacturing costs.

~~Interest~~OI&E ~~and~~was ~~debt~~$62 million ~~expense~~ of ~~$133~~income ~~million~~compared ~~increased~~with $2 131 million of income. ~~See~~This ~~Note~~decrease 6was due to ~~the~~lower ~~financial~~interest ~~statements~~income.

Our provision for income taxes was $183 million compared with $120 million. This increase was due to higher income before income taxes and lower discrete tax benefits of $34 million, due to stock-based compensation. Our effective tax rate, which includes discrete tax items, was 12% compared with 10%.

Net income was $1.30 billion compared with $1.13 billion. EPS was $1.41 compared with $1.22.

~~Second~~Interest ~~quarter~~and ~~2025~~debt ~~segment~~expense ~~results~~of $141 million increased $10 million. See Note 6 to the financial statements.

Our provision for income taxes was $220 million compared with $192 million. This increase was primarily due to changes in the effect of U.S. tax benefits, including the effect of OBBBA, lower discrete tax benefits and higher income before income taxes. Our effective tax rate, which includes discrete tax items, was 14% compared with 12%.

Net income was $1.36 billion in both periods. EPS was $1.48 compared with $1.47.

Third quarter 2025 segment results

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

Analog (includes Power and Signal Chain product lines)

	Q2 2025			Q2 2024			Change
	Q3 2025			Q3 2024			Change
Revenue	$	3,~~452~~729		$	23,~~928~~223		1816	%
Operating profit	1,~~325~~486			1,~~047~~316			2713	%
Operating profit % of revenue	3839.48		%	3540.8		%

Analog revenue increased in ~~Power~~both ~~and~~product lines, toled aby ~~lesser extent,~~ Signal Chain, due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue, ~~and~~partially ~~associated~~offset ~~gross~~by ~~profit~~higher manufacturing costs and operating expenses.

Embedded Processing (includes microcontrollers and processors)

	Q2 2025			Q2 2024			Change
	Q3 2025			Q3 2024			Change
Revenue	$	~~679~~709		$	~~615~~653		109	%
Operating profit	85108			80109			6(1)	%
Operating profit % of revenue	1215.52		%	1316.07		%

Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit ~~increased~~was ~~primarily~~about even due to higher ~~revenue, partially offset by increased~~ manufacturing costs and ~~R&D~~operating expenses, offset by higher revenue.

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

	Q2 2025			Q2 2024			Change
	Q3 2025			Q3 2024			Change
Revenue	$	~~317~~304		$	~~279~~275		1411	%
Operating profit	153			121			26	%
Operating profit *	69			129			(47)	%
Operating profit % of revenue	4822.37		%	4346.49		%
* Includes Restructuring charges/other

Other revenue increased $3829 million, and operating profit ~~increased~~decreased $3260 million.

Details of financial results – first ~~six~~nine months of 2025 compared with first ~~six~~nine months of 2024

Revenue of $813.5226 billion increased $1.0363 billion, or 14%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.

Gross profit of $47.8961 billion was up $~~582~~831 million, or 1412%, due to higher revenue. Our gross profit was also ~~benefited~~impacted ~~from~~by ~~reduced~~higher manufacturing costs ~~related~~associated towith ~~increased~~our ~~factory~~planned ~~loadings~~capacity expansions, partially offset by reduced costs ~~associated~~related ~~with~~to ~~our~~increased ~~planned~~factory ~~capacity expansions~~loadings. As a percentage of revenue, gross profit decreased to 57.4% from 5758.53%.

Operating expenses were $2.0098 billion compared with $12.9082 billion.

Restructuring charges/other in the year-ago period was a credit of $124 million primarily due to a gain on the sale of a property during 2024.

Operating profit was $2.89 billion, or 33.9% of revenue, compared with $2.53 billion, or 33.9% of revenue. This increase was primarily due to higher revenue and associated gross profit.

OI&E was $128 million of income compared with $253 million of income. This decrease was due to lower interest income.

Interest and debt expense of $261 million increased $14 million.

~~Our~~Restructuring ~~provision~~charges/other ~~for income taxes~~ was $~~280~~85 million ~~compared~~related ~~with~~to ~~$308~~efforts ~~million.~~to ~~This~~drive ~~decrease~~operational ~~was~~efficiencies ~~due~~ to ~~higher~~support ~~discrete~~our ~~tax~~long-term ~~benefits~~strategy, ofincluding ~~$47~~the ~~million,~~planned ~~primarily~~closures ~~related~~of to our ~~non-U.S.~~two ~~operations,~~remaining ~~partially~~factories ~~offset~~with by150mm ~~higher~~production, ~~income~~compared ~~before~~with ~~income~~a ~~taxes.~~credit ~~Our~~of ~~effective~~$124 million ~~tax~~primarily ~~rate,~~due ~~which~~to ~~includes~~a ~~discrete~~gain ~~tax~~on ~~items,~~the ~~was~~sale ~~10%~~of ~~compared~~a ~~with~~property ~~12%~~during 2024.

~~Net~~Operating ~~income~~profit was $24.4755 billion, or 34.3% of revenue, compared with $24.2309 billion, or 35.1% ~~EPS~~of revenue. This change was ~~$2.69~~primarily ~~compared~~due ~~with~~to $2higher revenue and associated gross profit, partially offset by higher operating expenses.~~42.~~

OI&E was $190 million of income compared with $384 million of income. This decrease was due to lower interest income.

Interest and debt expense of $402 million increased $24 million.

Our provision for income taxes was $500 million in both periods. This includes an increase in taxes from higher income before income taxes and changes in the effect of U.S. tax benefits, including the effect of OBBBA, offset by higher discrete tax benefits of $41 million, primarily related to our non-U.S. operations. Our effective tax rate, which includes discrete tax items, was 12% in both periods.

Net income was $3.84 billion compared with $3.59 billion. EPS was $4.18 compared with $3.89.

Year-to-date segment results

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

Analog

	YTD 2025			YTD 2024			Change
Revenue	$	610,~~662~~391		$	58,~~764~~987		16	%
Operating profit	24,~~531~~017			23,~~055~~371			2319	%
Operating profit % of revenue	38.07		%	3537.75		%

Analog revenue increased in ~~Power~~both ~~and~~product lines, toled aby ~~lesser extent~~Power, ~~Signal Chain,~~ due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit, partially offset by higher operating expenses.

Embedded Processing

	YTD 2025			YTD 2024			Change
Revenue	$	12,~~326~~035		$	1,~~267~~920		56	%
Operating profit	~~125~~233			~~185~~294			(3221)	%
Operating profit % of revenue	911.4		%	1415.63		%

Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit decreased primarily due to higher manufacturing costs and ~~R&D~~operating expenses, partially offset by higher revenue.

Other

	YTD 2025			YTD 2024			Change
Revenue	$	~~529~~833		$	~~452~~727		1715	%
Operating profit *	~~231~~300			~~294~~423			(2129)	%
Operating profit % of revenue	4336.70		%	6558.02		%
* Includes Restructuring charges/other

Other revenue increased $77106 million, and operating profit decreased $63123 million.

Financial condition

At the end of the second quarter of 2025, total cash (cash and cash equivalents plus short-term investments) was $5.36 billion, a decrease of $2.22 billion from the end of 2024.

Accounts receivable were $1.93 billion, an increase of $215 million compared with the end of 2024. Days sales outstanding were 39 for both the second quarter of 2025 and at the end of 2024.

Inventory was $4.81 billion, an increase of $285 million from the end of 2024. Days of inventory for the second quarter of 2025 were 231 compared with 241 at the end of 2024, which reflects the continued execution of our inventory strategy.

Financial condition

At the end of the third quarter of 2025, total cash (cash and cash equivalents plus short-term investments) was $5.19 billion, a decrease of $2.39 billion from the end of 2024.

Accounts receivable were $2.06 billion, an increase of $343 million compared with the end of 2024. Days sales outstanding were 39 for both the third quarter of 2025 and at the end of 2024.

Inventory was $4.83 billion, an increase of $302 million from the end of 2024. Days of inventory for the third quarter of 2025 were 215 compared with 241 at the end of 2024, which reflects the continued execution of our inventory strategy. As our current inventory levels align with our objectives, we expect to moderate factory loadings accordingly.

Liquidity and capital resources

Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of ~~June~~September 30, 2025, our credit facility was undrawn, and we had no commercial paper outstanding. Cash flows from operating activities for the first ~~six~~nine months of 2025 were $24.7190 billion, an increase of $~~121~~579 million from the year-ago period primarily due to higher net income and non-cash items, partially offset by higher cash used for working capital. Cash flows from operating activities for the first ~~six~~nine months of 2025 and 2024 includes cash benefits of $~~203~~246 million and $~~312~~532 million, respectively, from the CHIPS Act ITC used to reduce income taxes payable.

Investing activities for the first ~~six~~nine months of 2025 used $82763 million compared with $3.3382 billion in the year-ago period. Capital expenditures were $23.4363 billion ~~compared with $2.31 billion~~ in ~~the~~both ~~year-ago~~periods ~~period~~ and were primarily for semiconductor manufacturing equipment and facilities. inFor ~~both~~the ~~periods.~~first Innine months of 2025, we received proceeds of $~~260~~335 million from CHIPS Act incentives, including $75 million in direct funding. Short-term investments provided cash of $2.1055 billion compared with $~~1.20~~346 ~~billion~~million of cash used in the year-ago period.

We are now mostly through a six-year elevated capital expenditures cycle, and consistent with our capital management strategy, we are currently evaluating our capital expenditure levels to determine if they will remain at elevated levels in 2026 and beyond, dependent on revenue and growth expectations. ~~For~~We ~~qualifying~~expect ~~manufacturing~~to ~~investments,~~continue webenefiting ~~expect~~from tothe ~~benefit~~CHIPS ~~from~~Act, including the 25% ITC ~~established~~on byqualifying ~~the~~manufacturing ~~CHIPS~~investments ~~Act,~~that asincreases ~~well~~to as35% for assets placed in service after December 31, 2025, and direct funding of up to $1.6 billion for our three large-scale 300mm wafer fabs ~~currently~~located ~~under construction~~ in Sherman, Texas, and Lehi, Utah. ~~The U.S. tax law changes within the OBBBA included an increase to the CHIPS Act ITC from 25% to 35% for qualifying manufacturing investments placed in service after December 31, 2025.~~

~~Financing~~In ~~activities~~September ~~for the first six months of~~ 2025 ~~used $2.78 billion compared with $517 million of cash provided in the year-ago period. In 2025~~, we ~~received~~announced ~~net proceeds of $1.20 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $750 million. In the year-ago period,~~ we ~~received~~would ~~net~~increase ~~proceeds~~our ofquarterly ~~$2.98~~cash billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $300 million. Dividends paid were $2.47 billion compared with $2.37 billion in the year-ago period, reflecting an increased dividend ~~rate.~~by ~~We used $955 million to repurchase 5.~~4% ~~million shares of our common stock compared with $74 million~~ to ~~repurchase 0~~$1.442 ~~million~~per ~~shares~~share, inmarking ~~the~~22 ~~year-ago~~consecutive ~~period.~~years ~~Employee exercises~~ of ~~stock~~dividend ~~options provided cash proceeds of $233 million compared with $313 million in the year-ago period~~increases.

WeFinancing ~~had~~activities for the first nine months of 2025 used $34.0403 billion compared with $879 million in the year-ago period. We received net proceeds of ~~cash~~$1.20 ~~and~~billion ~~cash~~from ~~equivalents~~the issuance of fixed-rate, long-term debt and retired maturing debt of $750 million. In the year-ago period, we received net proceeds of $2.32 98 billion from the issuance of ~~short~~fixed-rate, long-term ~~investments~~debt asand retired maturing debt of ~~June~~$300 ~~30,~~million. ~~2025~~Dividends paid were $3.71 billion Wecompared ~~believe~~with we$3.56 billion ~~have~~in the ~~necessary~~year-ago ~~financial~~period, ~~resources~~reflecting ~~and~~an ~~operating~~increased ~~plans~~dividend rate. We used $1.07 billion to ~~fund~~repurchase 6.1 million shares of our ~~working~~common ~~capital~~stock ~~needs,~~compared ~~capital~~with ~~expenditures,~~$392 million ~~dividend~~to ~~and~~repurchase ~~debt~~2.0 million shares in the year-~~related~~ago ~~payments,~~period. ~~and~~Employee ~~other~~exercises ~~business~~of ~~requirements~~stock ~~for~~options atprovided ~~least~~cash ~~the~~proceeds ~~next~~of 12$358 million ~~months~~compared with $430 million in the year-ago period.

We had $3.31 billion of cash and cash equivalents and $1.88 billion of short-term investments as of September 30, 2025. 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 is calculated as cash flows from operating activities (also referred to as cash flow from operations) less capital expenditures, plus proceeds from CHIPS Act incentives.

We believe that free cash flow and the associated ratios provide insight into our liquidity, our cash-generating capability and the amount of cash potentially available to return to shareholders, as well as insight into our financial performance. These non-GAAP measures are supplemental to the comparable GAAP measures.

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

	For 12 Months Ended
	June 30,
	September 30,
	2025			2024			Change
Cash flow from operations (GAAP) *	$	6,~~439~~897		$	6,~~449~~244		010	%
Capital expenditures	(4,~~936~~817)			(4,~~955~~776)
Proceeds from CHIPS Act incentives	~~260~~335			—
Free cash flow (non-GAAP)	$	12,~~763~~415		$	1,~~494~~468		1865	%
Revenue	$	1617,~~675~~266		$	1615,~~092~~711
Cash flow from operations as a percentage of revenue (GAAP)	3839.69		%	4039.17		%
Free cash flow as a percentage of revenue (non-GAAP)	1014.60		%	9.3		%

* Includes cash benefits of $~~479~~302 million and $~~312~~532 million from the CHIPS Act ITC used to reduce income taxes payable for the twelve months ended ~~June~~September 30, 2025 and 2024, respectively.

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 1. Legal proceedings

Information with respect to legal proceedings can be found in Note 8 to the financial statements.

Pursuant to SEC regulation, we have elected to use a disclosure threshold of $1 million in monetary sanctions for environmental proceedings involving a governmental authority.

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, 2024, and is incorporated by reference herein.

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

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

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1 - 30, 2025	1,645,087	$	155.77	1,645,087	$	19.35	billion
July 1 - 31, 2025	34,171	$	187.28	34,171	$	19.31	billion
May 1 - 31, 2025	202,679	164.47		202,679	19.31		billion
August 1 - 31, 2025	191,418	189.84		191,418	19.27		billion
June 1 - 30, 2025	—	—		—	19.31		billion (b)
September 1 - 30, 2025	433,795	181.71		433,795	19.19		billion (b)
Total	1659,~~847,766~~384			1659,~~847,766~~384

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

(b)As of ~~June~~September 30, 2025, 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 May 23, 2025 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed May 23, 2025).
31(a)						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
31(b)						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
32(a)						Certification by Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
32(b)						Certification by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
101.ins						XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
101.def						XBRL Taxonomy Extension Definition Linkbase Document.†
101.sch						XBRL Taxonomy Extension Schema Document.†
101.cal						XBRL Taxonomy Extension Calculation Linkbase Document.†
101.lab						XBRL Taxonomy Extension Label Linkbase Document.†
101.pre						XBRL Taxonomy Extension Presentation Linkbase Document.†
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).†
† Filed or furnished herewith.

Notice regarding forward-looking statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•Instability in the global credit and financial markets; and

•Impairments of our non-financial assets.

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

SIGNATURE

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

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

Date: October 23, 2025

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