Texas Instruments (TXN) 10-K risk factor changes: FY2022 vs FY2021

The [removed: extent to which] [added: effects of] the COVID-19 pandemic [removed: will] [added: could] adversely affect our business, results of operations and financial [removed: condition is uncertain.][added: condition.]

The extent to which the COVID-19 pandemic will continue to affect our business, results of [removed: operation] [added: operations] and financial condition is difficult to predict and depends on numerous evolving factors [removed: including:] [added: including] the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; [added: appearance of new variants of COVID-19; the availability, adoption] and [added: efficacy of vaccines and treatments; and] the effect of the pandemic on short- and long-term general economic conditions.

About [removed: 90%] [added: 65%] of our revenue comes from [removed: shipments to] [added: customers with headquarter] locations outside the United States; [removed: shipments of products to China-based] [added: revenue from end] customers [removed: represent] [added: headquartered in China represents] about 25% of our revenue.

Certain countries where we operate have experienced, and other countries may experience, [removed: trade tension] [added: geopolitical tensions] that [removed: affects] [added: affect] global trade and macroeconomic conditions through the enactment of tariffs, import or export restrictions, trade embargoes and sanctions, restrictions on cross-border investment and other trade barriers.

[removed: Trade] [added: Geopolitical] tensions [added: may] impact our ability to deliver [removed: products and product] [added: products,] support [removed: into China,] [added: customers, receive manufacturing equipment or] cause [removed: Chinese] customers to seek alternate [removed: suppliers and] [added: suppliers, which] could [removed: otherwise] adversely affect our operations and financial results.

We are exposed to political, social and economic [removed: conditions,] [added: conditions (including inflation),] security risks, [added: acts of war,] terrorism or other hostile acts, health conditions and epidemics, labor conditions, climate change risks and possible disruptions in transportation, communications and information technology networks of the various countries in which we operate.

Breaches, disruptions or other incidents relating to our information technology systems or the systems of our customers, [removed: vendors] [added: suppliers] and other third parties could be caused by factors such as computer viruses, [added: ransomware, malware,] system failures, restricted network access, unauthorized access, terrorism, [added: nation-state espionage,] employee malfeasance, or human error.

Cybersecurity or other threats to our information technology systems or the systems of our customers, [removed: vendors] [added: suppliers] and other third parties are [removed: frequent] [added: frequent, increasingly sophisticated] and constantly evolving, thereby [removed: increasing the difficulty of defending against them.][added: making them more difficult to detect, mitigate and defend against.]

From time to time, we undertake strategic, business and organizational changes, including acquisitions, [removed: divestitures] [added: divestitures, capital investments] and restructuring actions, to support or carry out our objectives.

In [removed: 2021,] [added: 2022,] about [removed: one-third] [added: 30%] of our revenue was generated from sales of our products through distributors.

Our profit margins vary due to a number of factors, which may include customer demand and shipment volume; [added: capital expenditures and resulting depreciation;] our manufacturing processes; product mix; inventory levels; tariffs; freight costs; and new accounting pronouncements or changes in existing accounting practices or standards.

Skilled and experienced personnel in our industry, including engineering, management, [removed: marketing,] [added: sales,] technical and staff personnel, are in high [removed: demand] [added: demand,] and competition for their talents is intense.

We are subject to complex laws, rules and regulations [removed: affecting] [added: on an international, national and local level that affect] our domestic and international operations relating to, for example, the environment and climate change; safety; health; trade; bribery and corruption; financial reporting; tax; data privacy and protection; labor and employment; competition; [added: facilities and code compliance;] market access; epidemics; intellectual property ownership and infringement; and the movement of currency.

If we do not comply or if we become subject to enforcement [removed: activity,] [added: activity or government investigations,] we could be subject to fines, penalties or other legal [removed: liability.][added: liability or disruptions to our operations.]

We maintain bank accounts, a portfolio of investments, access to one or more [removed: multiyear] revolving credit agreements and the ability to issue debt to support the financing needs of the company.

Alternatively, based on product shipment destination, about 90% of our revenue comes from products shipped to locations outside the United States.

The coronavirus (COVID-19) pandemic and related measures to curtail its spread have impacted, and may continue to impact, our operations across markets in which TI operates and those of our suppliers, customers and distributors.

With our planned capacity expansions, we expect capital expenditures and depreciation to increase.

The global spread of the coronavirus (COVID-19) has created significant uncertainty and economic disruption, both near-term and potentially long-term.

We have modified, and might further modify, our business practices in response to the COVID-19 pandemic, related third-party responses, including from government authorities and our suppliers, customers and distributors, and the economic and social ramifications of the disease and societal responses across the markets in which TI operates.

Due to strong demand, our manufacturing lead times for some products are longer than normal, and lead times might continue to extend.

For example, the purchase of our 300-millimeter semiconductor factory in Lehi, Utah in 2021.

We [removed: design, make] [added: design] and [removed: sell] [added: manufacture] semiconductors [added: 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 [added: for owners] to measure [added: our] progress [removed: and generate long-term value for owners] is [added: through] the growth of free cash flow per [removed: share.][added: share over the long term.]

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

[removed: i.A] [added: (a) A] strong foundation of manufacturing and technology that provides lower costs and greater control of our supply chain.

[removed: ii.A] [added: (b) A] broad portfolio of analog and embedded processing products that offers more opportunity per customer and more value for our investments.

[removed: iii.The] [added: (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.

[removed: iv.Diversity] [added: (d) Diversity] and longevity of our products, markets and customer positions that provide less single point dependency and longer returns on our investments.

- For an explanation of free cash [removed: flow and the term “annual operating tax rate,”] [added: flow,] see the Non-GAAP financial information section.

Our results of operations provides details of our financial results for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussion of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Form 10-K can be found in “Management’s discussion and analysis of financial condition and results of operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020.][added: 2021.]

[removed: Our strategic focus is on analog and embedded processing] [added: We sell our] products [removed: sold] into six end markets: industrial, automotive, personal electronics, communications equipment, enterprise systems and other.

While all [added: of these] end markets represent good opportunities, we place additional strategic emphasis on designing and selling [removed: those] [added: our] products into the industrial and automotive markets, which we believe represent the best [added: long-term] growth opportunities.

Gross margin of [removed: 67.5%] [added: 68.8%] reflected the quality of our product portfolio, as well as the efficiency of our manufacturing strategy, including the benefit of [removed: 300-millimeter] [added: 300-mm] production.

Our cash flow from operations of [removed: $8.76] [added: $8.72] billion underscored the strength of our business model.

Free cash flow was [removed: $6.29] [added: $5.92] billion and represented [removed: 34.3%] [added: 29.6%] of revenue.

During [removed: 2021,] [added: 2022,] we [added: invested $3.37 billion in R&D and SG&A, invested $2.80 billion in capital expenditures and] returned [removed: $4.41] [added: $7.91] billion to shareholders through dividends and stock repurchases.

Details of financial results – [removed: 2021] [added: 2022] compared with [removed: 2020][added: 2021]

Revenue of [removed: $18.34] [added: $20.03] billion increased [removed: $3.88] [added: $1.68] billion, or [removed: 27%,] [added: 9.2%,] due to higher revenue from Analog and, to a lesser extent, Embedded Processing.

Gross profit of [removed: $12.38] [added: $13.77] billion was up [removed: $3.11] [added: $1.40] billion, or [removed: 34%,] [added: 11.3%,] primarily due to higher revenue.

As a percentage of revenue, gross profit increased to [removed: 67.5%] [added: 68.8%] from [removed: 64.1%.][added: 67.5%.]

Operating expenses (R&D and SG&A) were [removed: $3.22] [added: $3.37] billion compared with [removed: $3.15 billion.][added: $3.22 billion, as a result of increased investments in R&D and inflation.]

Restructuring charges/other was [added: $257 million compared with] $54 million due to integration charges at our Lehi, Utah, manufacturing facility [added: in both periods, which were] partially offset by gains on sales of [removed: assets, compared with $24 million due to an Embedded Processing action] [added: assets] in [removed: 2020.][added: 2021.]

Operating profit was [removed: $8.96] [added: $10.14] billion, or [removed: 48.8%] [added: 50.6%] of revenue, compared with [removed: $5.89] [added: $8.96] billion, or [removed: 40.8%] [added: 48.8%] of revenue.

Other income and expense (OI&E) was [removed: $143] [added: $106] million of income compared with [removed: $313] [added: $143] million of [removed: income, which decreased primarily due to lower royalty] income.

Our provision for income taxes was [removed: $1.15] [added: $1.28] billion compared with [removed: $422 million.][added: $1.15 billion.]

This increase was [added: primarily] due to higher income before income taxes and lower discrete tax benefits compared to [removed: 2020, which included a $249 million benefit from the settlement of a depreciation-related uncertain tax position.][added: 2021.]

Our effective tax rate, which includes discrete tax items, was [removed: 13%] [added: 12.8%] in [removed: 2021] [added: 2022] compared with [removed: 7%] [added: 12.9%] in [removed: 2020.][added: 2021.]

Net income was [removed: $7.77] [added: $8.75] billion compared with [removed: $5.60] [added: $7.77] billion.

EPS was [removed: $8.26] [added: $9.41] compared with [removed: $5.97.][added: $8.26.]

Segment results – [removed: 2021] [added: 2022] compared with [removed: 2020][added: 2021]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Revenue | | | $ | [removed: 14,050] [added: 15,359] | | | | | $ | [removed: 10,886] [added: 14,050] | | | | | [removed: 29] [added: 9] | | % |

| Operating profit | | | [removed: 7,393] [added: 8,359] | | | | | | [removed: 4,912] [added: 7,393] | | | | | | [removed: 51] [added: 13] | | % |

| Operating profit % of revenue | | | [removed: 52.6] [added: 54.4] | | % | | | | [removed: 45.1] [added: 52.6] | | % | | | | | | |

| Revenue | | | $ | [removed: 3,049] [added: 3,261] | | | | | $ | [removed: 2,570] [added: 3,049] | | | | | [removed: 19] [added: 7] | | % |

| Operating profit | | | [removed: 1,174] [added: 1,253] | | | | | | [removed: 743] [added: 1,174] | | | | | | [removed: 58] [added: 7] | | % |

| Operating profit % of revenue | | | [removed: 38.5] [added: 38.4] | | % | | | | [removed: 28.9] [added: 38.5] | | % | | | | | | |

| Revenue | | | $ | [removed: 1,245] [added: 1,408] | | | | | $ | [removed: 1,005] [added: 1,245] | | | | | [removed: 24] [added: 13] | | % |

| Operating profit * | | | [removed: 393] [added: 528] | | | | | | [removed: 239] [added: 393] | | | | | | [removed: 64] [added: 34] | | % |

| Operating profit % of revenue | | | [removed: 31.6] [added: 37.5] | | % | | | | [removed: 23.8] [added: 31.6] | | % | | | | | | |

After a sustained period of growth, a market correction began in 2022.

As a result, demand for our products weakened, and we expect this to continue into 2023.

During this time, we will continue to manage our operating plan and expenses with a steady hand as we focus on long-term investments to strengthen our competitive advantages.

Our strategic focus is on analog and embedded processing products.

This increase benefited from higher prices and the mix of products shipped.

The charges associated with our Lehi facility transitioned to cost of revenue once production began in December 2022.

See Note 11 to the financial statements.

Interest and debt expense of $214 million increased $30 million due to the issuance of additional long-term debt.

See Note 8 to the financial statements.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| | | | 2022 | | | | | | 2021 | | | | | | Change | | |

Cash flows from operating activities for 2022 were $8.72 billion, a decrease of $36 million due to higher cash used for working capital as we continued to strategically build our inventory, offset by higher net income.

In August 2022, the U.S. government enacted the U.S. CHIPS and Science Act, which provides funding for manufacturing grants and research investments and establishes a 25% investment tax credit for certain investments in U.S. semiconductor manufacturing.

We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods and to apply for other incentives provided by the legislation.

| | | | 2022 | | | | | | 2021 | | |

Over the same period, our dividend represented 62% of free cash flow, underscoring its sustainability.

Acquisition charges were $142 million compared with $198 million and were non-cash.

Our annual operating tax rate, which does not include discrete tax items, was 14% in both periods.

We use “annual operating tax rate” to describe the estimated annual effective tax rate.

Cash flows from operating activities for 2021 were $8.76 billion, an increase of $2.62 billion due to higher net income and lower cash used for working capital.

| | | | 2021 | | | | | | 2020 | | |

This MD&A also includes references to an annual operating tax rate, a non-GAAP term we use to describe the estimated annual effective tax rate, a GAAP measure that by definition does not include discrete tax items.

We believe the term annual operating tax rate helps differentiate from the effective tax rate, which includes discrete tax items.

Because most of the aggregate non-U.S. dollar balance sheet exposure is hedged by forward currency exchange contracts, which are based on year-end [removed: 2021] [added: 2022] balances and currency exchange rates, a hypothetical 10% plus or minus fluctuation in non-U.S. currency exchange rates relative to the U.S. dollar would result in a pretax currency exchange gain or loss of approximately [removed: $1] [added: $3] million.

As of December 31, [removed: 2021,] [added: 2022,] we had forward currency exchange contracts outstanding with a notional value of [removed: $313] [added: $387] million to hedge net balance sheet exposures (including [removed: $127] [added: $118] million to sell Japanese yen, [removed: $82] [added: $78] million to sell British pounds and [removed: $42] [added: $49] million to [removed: sell euros).][added: buy Chinese yuan).]

Similar hedging activities existed at year-end [removed: 2020.][added: 2021.]

As of December 31, [removed: 2021,] [added: 2022,] a hypothetical 100 basis point increase in interest rates would decrease the fair value of our investments in cash equivalents and short-term investments by about $15 million and decrease the fair value of our long-term debt by [removed: $715] [added: $566] million.

Long-term investments at year-end [removed: 2021] [added: 2022] include the following:

We also utilize total return swaps to economically hedge exposure to changes in liabilities related to the [removed: equity] market risks of certain deferred compensation arrangements with employees.

We design and [removed: make] [added: manufacture] semiconductors that we sell to electronics designers and manufacturers all over the world.

In [removed: 2021,] [added: 2022,] we generated [removed: $18.34] [added: $20.03] billion of revenue.

Technology is the foundation of our company, but ultimately, our objective and the best metric [added: for owners] to measure [added: our] progress [removed: and generate long-term value for owners] is [added: through] the growth of free cash flow per [removed: share.][added: share over the long term.]

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

Over a 10-year period from [removed: 2012] [added: 2013] to [removed: 2021,] [added: 2022,] we allocated [removed: $79] [added: $87] billion, which reinforces the importance of discipline in capital allocation.

Our Analog segment generated [removed: $14.05] [added: $15.36] billion of revenue in [removed: 2021.][added: 2022.]

Sales of our Analog products generated about 77% of our revenue in [removed: 2021.][added: 2022.]

Our Embedded Processing segment generated [removed: $3.05] [added: $3.26] billion of revenue in [removed: 2021.][added: 2022.]

Sales of Embedded Processing products generated about [removed: 17%] [added: 16%] of our revenue in [removed: 2021.][added: 2022.]

Other generated [removed: $1.25] [added: $1.41] billion of revenue in [removed: 2021] [added: 2022] and includes revenue from DLP® products (primarily used to project high-definition images), calculators and certain custom semiconductors known as application-specific integrated circuits (ASICs).

The table below lists the major markets for our products in [removed: 2021] [added: 2022] and the estimated percentage of our [removed: 2021] [added: 2022] revenue that the market represented.

| [removed: (41% of TI revenue)] | | | | | | Building automation | | |

| [added: (40% of TI revenue)] | | | | | | Grid infrastructure | | |

| [removed: (21% of TI revenue)] | | | | | | Advanced driver assistance systems (ADAS) | | |

| [added: (25% of TI revenue)] | | | | | | Hybrid, electric & powertrain systems | | |

| Personal electronics | | | | | | [removed: Mobile phones] [added: PC & notebooks] | | |

| [removed: (24% of TI revenue)] | | | | | | Portable electronics | | |

| [removed: (6%] [added: (7%] of TI revenue) | | | | | | Wired networking | | |

Despite [removed: recent] consolidation, the analog and embedded processing markets remain highly fragmented.

We market and sell our products through direct sales channels, including our website and broad sales and [removed: applications] [added: marketing] team, and, to a lesser extent, through distributors.

[removed: For example,] [added: As a result,] in [removed: 2021] [added: 2022] about [removed: two-thirds] [added: 70%] of our revenue was direct, [removed: and transactions on TI.com grew to about 10% of our revenue,] [added: which includes TI.com,] as customers valued the convenience of purchasing online.

[removed: We expanded the reach of our] [added: Our] TI.com e-commerce channel [removed: by offering] [added: offers] a localized online experience in many countries, with convenience features such as immediate availability, local currency, payment methods, invoicing and importer of record.

This strategic decision to make manufacturing and technology a core competitive advantage provides us with tangible benefits of lower manufacturing costs and greater control of our supply [removed: chain.][added: chain, offering our customers geopolitically dependable capacity.]

We have focused on creating a competitive manufacturing structural cost advantage by investing in our advanced [removed: 300-millimeter] [added: 300-mm] capacity.

An unpackaged chip built on a [removed: 300-millimeter] [added: 300-mm] wafer costs about 40% less than an unpackaged chip built on a [removed: 200-millimeter] [added: 200-mm] wafer.

- [removed: continuing construction of RFAB2 (Richardson, Texas), our next 300-millimeter wafer fabrication facility, to begin] [added: starting] production in [removed: the second half of 2022;][added: 300-mm wafer fabrication facility RFAB2 (Richardson, Texas);]

- [removed: planning] [added: starting] construction on our next two [removed: 300-millimeter] [added: 300-mm] wafer fabrication facilities in Sherman, Texas, [removed: to begin in 2022.][added: SM1 and SM2.]

This North Texas site has the potential for [removed: up to] four fabrication facilities to meet demand over time, as semiconductor growth in electronics, particularly in industrial and automotive markets, is expected to continue well into the future.

[removed: Production] [added: SM1 production] is expected to begin in 2025.

We care for our environment and work to prevent pollution and the potential risks related to climate [removed: change by implementing practices such as recycling and reusing materials, controlling harmful emissions, and properly handling hazardous and restricted substances.][added: change.]

To supplement our [added: internal] manufacturing [removed: capacity and maximize our responsiveness to customer demand,] [added: capacity,] we selectively use the capacity of outside suppliers, commonly known as [removed: foundries,] [added: foundries] and subcontractors.

The materials, parts and supplies essential to our business are generally [removed: available at present,] [added: available,] and we believe that such materials, parts and supplies will be available in the foreseeable future.

| Ahmad S. Bahai | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President | | |

| Kyle M. Flessner | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President | | |

| Mark S. Gary | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President | | |

| Haviv Ilan [added: *] | | | | | | [removed: 53] [added: 54] | | | | | | Director, Executive Vice President and Chief Operating Officer | | |

| Hagop H. Kozanian | | | | | | [removed: 39] [added: 40] | | | | | | Senior Vice President | | |

| Rafael R. Lizardi | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Mark T. Roberts | | | | | | [removed: 46] [added: 47] | | | | | | Senior Vice President | | |

| Amichai Ron | | | | | | [removed: 44] [added: 45] | | | | | | Senior Vice President | | |

In this period, we allocated just over $10 billion to capital expenditures.

Going forward, we expect increased capital expenditures to be the largest driver of free cash flow growth over the next 10 to 15 years.

| (20% of TI revenue) | | | | | | Mobile phones | | |

Our new application programming interfaces (APIs) give customers the ability to directly access real-time inventory information about TI products from their own systems, enabling them to purchase available chips immediately to better support their supply needs, reducing cost and delays.

- starting production in 300-mm wafer fabrication facility LFAB (Lehi, Utah); and

We invest to reduce emissions long-term by installing abatement devices, using alternative gases and expanding renewable energy, in addition to implementing practices such as recycling and reusing materials and properly handling hazardous and restricted substances.

In 2022, we sourced about 80% of our total wafers and about 60% of our assembly/test production internally.

With our planned capacity expansions, we expect these percentages to increase.

As a result, we expect to increase our inventory levels over time.

We source materials, parts and supplies from a diverse set of suppliers globally.

*On January 19, 2023, Mr. Ilan was elected by the board of directors to succeed Mr. Templeton as president and chief executive officer, effective April 1, 2023.

Mr. Templeton will continue as chairman of the board.

Mr. Leonard became an executive officer in 2022.

In this period we allocated just over $8 billion to capital expenditures, and in the years ahead this amount will increase, as we expect it to be the largest driver of long-term free cash flow growth.

| | | | | | | PC & notebooks | | |

- purchasing a 300-millimeter wafer fabrication facility in Lehi, Utah, to support analog and embedded processing manufacturing, which is expected to begin production in early 2023; and

In 2021, we sourced about 20% of our total wafers from external foundries and about 40% of our assembly/test services from subcontractors.

We purchase materials, parts and supplies from a number of suppliers.

In some cases we purchase such items from sole-source suppliers.

Templeton, Ilan and Lizardi and Mses.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| 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 [removed: Act] [added: Act.] | | | | | | | | | | | | ☐ | | |

The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately [removed: $177,340,424,753] [added: $140,429,302,063] as of June 30, [removed: 2021.][added: 2022.]

[removed: 923,547,062] [added: 906,205,795] (Number of shares of common stock outstanding as of January [removed: 25, 2022)][added: 24, 2023)]

Part III hereof incorporates information by reference to the Registrant’s proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders.

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | ☐ | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | ☐ | | |

| Chengdu, China [removed: †] [added: *] | | | X | | | | | | X | | |

| Shanghai, China [removed: *] | | | X | | | | | | X | | |

| Bangalore, India [removed: †] [added: *] | | | X | | | | | | X | | |

| Kuala Lumpur, Malaysia [removed: †] [added: *] | | | X | | | | | | X | | |

| Melaka, Malaysia [removed: †] [added: *] | | | X | | | | | | | | |

| Aguascalientes, Mexico [removed: *] | | | X | | | | | | | | |

| Baguio, Philippines [removed: †] [added: *] | | | X | | | | | | X | | |

| Pampanga (Clark), Philippines [removed: †] [added: *] | | | X | | | | | | X | | |

| Taipei, Taiwan [removed: †] [added: *] | | | X | | | | | | X | | |

[removed: | * | | |] Leased. [removed: | | | | | |]

[removed: | † | | | Portions] [added: *Portions] of the facilities are leased and owned. [removed: This may include land leases. | | | | | |]

Our facilities in the United States contained approximately [removed: 14.9] [added: 15.9] million square feet at December 31, [removed: 2021,] [added: 2022,] of which approximately 0.3 million square feet were leased.

Our facilities outside the United States contained approximately [removed: 10.2] [added: 10.3] million square feet at December 31, [removed: 2021,] [added: 2022,] of which approximately [removed: 1.5] [added: 1.6] million square feet were leased.

At the end of [removed: 2021,] [added: 2022,] we occupied substantially all of the space in our facilities.

This may include land leases.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

At December 31, [removed: 2021,] [added: 2022,] we had [removed: 12,151] [added: 11,694] stockholders of record.

The following table contains information regarding our purchases of our common stock during the fourth quarter of [removed: 2021.][added: 2022.]

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

(b)In addition to open-market purchases, [removed: 13,424] [added: 12,798] 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 December 31, [removed: 2021,] [added: 2022,] this amount consisted of the remaining portion of the $12.0 billion authorized in September [removed: 2018.][added: 2018 and the $15.0 billion authorized in September 2022.]

No expiration date has been specified for [removed: this authorization.][added: these authorizations.]

| October 1, 2022 through October 31, 2022 | | | | | | 3,911,118 | | | | | | | | | $ | 155.52 | | | | | | | | 3,898,320 | | | | | | | | | $ | 21.65 | | billion | | |

| November 1, 2022 through November 30, 2022 | | | | | | 498,612 | | | | | | | | | 168.56 | | | | | | | | | 498,612 | | | | | | | | | 21.56 | | | billion | | |

| December 1, 2022 through December 31, 2022 | | | | | | 496,066 | | | | | | | | | 169.32 | | | | | | | | | 496,066 | | | | | | | | | 21.48 | | | billion | | |

| Total | | | | | | 4,905,796 | | | (b) | | | | | | $ | 158.24 | | (b) | | | | | | 4,892,998 | | | | | | | | | $ | 21.48 | | billion (c) | | |

| October 1, 2021 through October 31, 2021 | | | | | | 109,100 | | | | | | | | | $ | 187.94 | | | | | | | | 109,100 | | | | | | | | | $ | 10.23 | | billion | | |

| November 1, 2021 through November 30, 2021 | | | | | | 364,797 | | | | | | | | | 190.55 | | | | | | | | | 351,373 | | | | | | | | | 10.16 | | | billion | | |

| December 1, 2021 through December 31, 2021 | | | | | | 314,834 | | | | | | | | | 190.89 | | | | | | | | | 314,834 | | | | | | | | | 10.10 | | | billion | | |

| Total | | | | | | 788,731 | | | (b) | | | | | | $ | 190.33 | | (b) | | | | | | 775,307 | | | | | | | | | $ | 10.10 | | billion (c) | | |

No longer required per the amendments to Regulation S-K that eliminate Item 301.

- Income for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

- Comprehensive income for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

- Balance sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Cash flows for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

- Stockholders’ equity for each of the three years in the period ended December 31, [removed: 2021][added: 2022]

| (In millions, except per-share amounts) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | | | | $ | [removed: 18,344] [added: 20,028] | | | | | $ | [removed: 14,461] [added: 18,344] | | | | | $ | [removed: 14,383] [added: 14,461] | |

| Cost of revenue (COR) | | | | | | [removed: 5,968] [added: 6,257] | | | | | | [removed: 5,192] [added: 5,968] | | | | | | [removed: 5,219] [added: 5,192] | | |

| Gross profit | | | | | | [removed: 12,376] [added: 13,771] | | | | | | [removed: 9,269] [added: 12,376] | | | | | | [removed: 9,164] [added: 9,269] | | |

| Research and development (R&D) | | | | | | [removed: 1,554] [added: 1,670] | | | | | | [removed: 1,530] [added: 1,554] | | | | | | [removed: 1,544] [added: 1,530] | | |

| Selling, general and administrative (SG&A) | | | | | | [removed: 1,666] [added: 1,704] | | | | | | [removed: 1,623] [added: 1,666] | | | | | | [removed: 1,645] [added: 1,623] | | |

| Acquisition charges | | | | | | [removed: 142] [added: —] | | | | | | [removed: 198] [added: 142] | | | | | | [removed: 288] [added: 198] | | |

| Restructuring charges/other | | | [removed: | | | 54] [added: —] | | | | | | [removed: 24] [added: 8] | | | | | | [removed: (36)] [added: —] | | |

| Operating profit | | | | | | [removed: 8,960] [added: 10,140] | | | | | | [removed: 5,894] [added: 8,960] | | | | | | [removed: 5,723] [added: 5,894] | | |

| Other income (expense), net (OI&E) | | | | | | [removed: 143] [added: 106] | | | | | | [removed: 313] [added: 143] | | | | | | [removed: 175] [added: 313] | | |

| Interest and debt expense | | | | | | [removed: 184] [added: 214] | | | | | | [removed: 190] [added: 184] | | | | | | [removed: 170] [added: 190] | | |

| Income before income taxes | | | | | | [removed: 8,919] [added: 10,032] | | | | | | [removed: 6,017] [added: 8,919] | | | | | | [removed: 5,728] [added: 6,017] | | |

| Provision for income taxes | | | | | | [removed: 1,150] [added: 1,283] | | | | | | [removed: 422] [added: 1,150] | | | | | | [removed: 711] [added: 422] | | |

| Net income | | | | | | $ | [removed: 7,769] [added: 8,749] | | | | | $ | [removed: 5,595] [added: 7,769] | | | | | $ | [removed: 5,017] [added: 5,595] | |

| Basic | | | | | | $ | [removed: 8.38] [added: 9.51] | | | | | $ | [removed: 6.05] [added: 8.38] | | | | | $ | [removed: 5.33] [added: 6.05] | |

| Diluted | | | | | | $ | [removed: 8.26] [added: 9.41] | | | | | $ | [removed: 5.97] [added: 8.26] | | | | | $ | [removed: 5.24] [added: 5.97] | |

| Basic | | | | | | [removed: 923] [added: 916] | | | | | | [removed: 921] [added: 923] | | | | | | [removed: 936] [added: 921] | | |

| Diluted | | | | | | [removed: 936] [added: 926] | | | | | | [removed: 933] [added: 936] | | | | | | [removed: 952] [added: 933] | | |

| Income allocated to RSUs | | | | | | [removed: (33)] [added: (39)] | | | | | | [removed: (27)] [added: (33)] | | | | | | [removed: (31)] [added: (27)] | | |

| Income allocated to common stock for diluted EPS | | | | | | $ | [removed: 7,736] [added: 8,710] | | | | | $ | [removed: 5,568] [added: 7,736] | | | | | $ | [removed: 4,986] [added: 5,568] | |

| (In millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Adjustments, net of tax effect of [removed: ($56), $3] [added: $48, ($56)] and [removed: ($37)] [added: $3] | | | | | | [removed: 175] [added: (155)] | | | | | | [removed: (41)] [added: 175] | | | | | | [removed: 88] [added: (41)] | | |

| Recognized within net income, net of tax effect of [removed: ($8), ($9)] [added: $0, $0] and [removed: ($13)] [added: $0] | | | | | | [removed: 29] [added: (1)] | | | | | | [removed: 29] [added: (1)] | | | | | | [removed: 38] [added: (1)] | | |

| Prior service [removed: credit] [added: cost] of defined benefit plans: | | | | | | | | | | | | | | | | | | | | |

| Recognized within net income, net of tax effect of [removed: $0, $0] [added: ($17), ($8)] and [removed: $0] [added: ($9)] | | | | | | [removed: (1)] [added: 61] | | | | | | [removed: (1)] [added: 29] | | | | | | [removed: —] [added: 29] | | |

| Other comprehensive income (loss), net of taxes | | | | | | [removed: 203] [added: (97)] | | | | | | [removed: (13)] [added: 203] | | | | | | [removed: 126] [added: (13)] | | |

| Total comprehensive income | | | | | | $ | [removed: 7,972] [added: 8,652] | | | | | $ | [removed: 5,582] [added: 7,972] | | | | | $ | [removed: 5,143] [added: 5,582] | |

| (In millions, except par value) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 4,631] [added: 3,050] | | | | | $ | [removed: 3,107] [added: 4,631] | |

| Short-term investments | | | | | | [removed: 5,108] [added: 6,017] | | | | | | [removed: 3,461] [added: 5,108] | | |

| Accounts receivable, net of allowances of [removed: ($8)] [added: ($13)] and [removed: ($11)] [added: ($8)] | | | | | | [removed: 1,701] [added: 1,895] | | | | | | [removed: 1,414] [added: 1,701] | | |

| Raw materials | | | | | | [removed: 245] [added: 353] | | | | | | [removed: 180] [added: 245] | | |

| Work in process | | | | | | [removed: 1,067] [added: 1,546] | | | | | | [removed: 964] [added: 1,067] | | |

| Finished goods | | | | | | [removed: 598] [added: 858] | | | | | | [removed: 811] [added: 598] | | |

| Inventories | | | | | | [removed: 1,910] [added: 2,757] | | | | | | [removed: 1,955] [added: 1,910] | | |

| Derivative instruments: | | | | | | | | | | | | | | | | | | | | |

| Change in fair value, net of tax effect of $0, $0 and $0 | | | | | | 1 | | | | | | — | | | | | | — | | |

| Available-for-sale investments: | | | | | | | | | | | | | | | | | | | | |

| Unrealized losses, net of tax effect of $1, $0 and $0 | | | | | | (3) | | | | | | — | | | | | | — | | |

| Accounts payable | | | | | | 851 | | | | | | 571 | | |

| Accrued expenses and other liabilities | | | | | | 646 | | | | | | 602 | | |

| (In millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Net income | | | | | | $ | 8,749 | | | | | $ | 7,769 | | | | | $ | 5,595 | |

| Inventories | | | | | | (847) | | | | | | 45 | | | | | | 46 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 8,749 | | | | | | — | | | | | | — | | |

| Balance, December 31, 2022 | | | | | | $ | 1,741 | | | | | $ | 2,951 | | | | | $ | 50,353 | | | | | $ | (40,214) | | | | | $ | (254) | |

Our segments also reflect how management allocates resources and measures results.

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

| China (a) | | | 9,844 | | | | | | 49 | | | | | | 9,998 | | | | | | 55 | | | | | | 7,881 | | | | | | 54 | | |

| Rest of Asia | | | 2,633 | | | | | | 13 | | | | | | 2,187 | | | | | | 12 | | | | | | 1,660 | | | | | | 11 | | |

| Total revenue | | | $ | 20,028 | | | | | 100 | | % | | | | $ | 18,344 | | | | | 100 | | % | | | | $ | 14,461 | | | | | 100 | | % |

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

| | | | For Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | $ | 6,609 | | | | | 33 | | % | | | | $ | 6,237 | | | | | 34 | | % | | | | $ | 5,205 | | | | | 36 | | % |

| China | | | 4,807 | | | | | | 24 | | | | | | 4,586 | | | | | | 25 | | | | | | 3,326 | | | | | | 23 | | |

| Rest of Asia | | | 2,003 | | | | | | 10 | | | | | | 2,018 | | | | | | 11 | | | | | | 1,591 | | | | | | 11 | | |

| Europe, Middle East and Africa (a) | | | 4,807 | | | | | | 24 | | | | | | 3,852 | | | | | | 21 | | | | | | 3,037 | | | | | | 21 | | |

| Japan | | | 1,602 | | | | | | 8 | | | | | | 1,468 | | | | | | 8 | | | | | | 1,157 | | | | | | 8 | | |

| Rest of world | | | 200 | | | | | | 1 | | | | | | 183 | | | | | | 1 | | | | | | 145 | | | | | | 1 | | |

| Total revenue | | | $ | 20,028 | | | | | 100 | | % | | | | $ | 18,344 | | | | | 100 | | % | | | | $ | 14,461 | | | | | 100 | | % |

(a)Revenue from end customers headquartered in Germany was 11%, 9% and 9% of total revenue in 2022, 2021 and 2020, respectively.

| | | | 2022 | | | | | | 2021 | | |

| China | | | 648 | | | | | | 570 | | |

| Rest of Asia | | | 896 | | | | | | 722 | | |

| Net income | | | $ | 8,749 | | | | | | | | | | | | | | | | | $ | 7,769 | | | | | | | | | | | | | | | | | $ | 5,595 | | | | | | | | | | | | | |

| Net income | | | $ | 8,749 | | | | | | | | | | | | | | | | | $ | 7,769 | | | | | | | | | | | | | | | | | $ | 5,595 | | | | | | | | | | | | | |

*Government incentives*

Incentives provided by government entities are recognized when we have reasonable assurance that we will comply with the conditions of the incentive, if any, and the incentive will be received.

Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and reduce depreciation expense over the useful lives of the assets.

Incentives for specific operating activities are offset against the related expense in the period the expense is incurred.

In August 2022, the U.S. government enacted the U.S. CHIPS and Science Act, which provides funding for manufacturing grants and research investments, and it establishes a 25% investment tax credit for certain investments in U.S. semiconductor manufacturing.

As of December 31, 2022, we have recognized $395 million of receivables in other long-term assets with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets.

| R&D | | | 90 | | | | | | 67 | | | | | | 68 | | |

| Granted | | | 4 | | | | | | $ | 174.60 | | | | | 2 | | | | | | $ | 174.39 | |

| | | | | | | | | | | | | | | | | | | | | |

| Accounts payable | | | | | | 653 | | | | | | 415 | | |

| Inventories | | | | | | 45 | | | | | | 46 | | | | | | 216 | | |

| Balance, December 31, 2018 | | | | | | $ | 1,741 | | | | | $ | 1,950 | | | | | $ | 37,906 | | | | | $ | (32,130) | | | | | $ | (473) | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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.

| Asia (a) | | | 12,185 | | | | | | 9,541 | | | | | | 8,650 | | |

| Asia (a) | | | 1,292 | | | | | | 1,005 | | |

(a)Property, plant and equipment at our two sites in the Philippines was $370 million and $333 million as of December 31, 2021 and 2020, respectively.

Property, plant and equipment at our sites in China was $570 million and $370 million as of December 31, 2021 and 2020, respectively.

| R&D | | | 67 | | | | | | 68 | | | | | | 66 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Outstanding grants, December 31, 2020 | | | 28 | | | | | | $ | 79.69 | | | | | 5 | | | | | | $ | 100.80 | |

| Granted | | | 3 | | | | | | 169.52 | | | | | | 1 | | | | | | 176.08 | | |

| $ | | | 28.13 to 193.58 | | | | | | 25 | | | | | | 5.5 | | | | | | $ | 91.58 | |

| Intrinsic value | | | $ | 2,408 | | | | | $ | 1,952 | |

| Excess tax benefit for stock compensation | | | $ | 136 | | | | | $ | 151 | | | | | $ | 175 | |

| U.S. excess tax benefit for stock compensation | | | (1.5) | | | | | | (2.5) | | | | | | (3.1) | | |

All of our debt securities classified as available for sale as of December 31, 2021, have maturities within one year.

| Plan amendments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Funded status at end of 2020 | | | $ | (36) | | | | | $ | — | | | | | $ | 140 | | | | | $ | 104 | |

| Adjustments | | | (84) | | | | | | (28) | | | | | | — | | | | | | (119) | | | | | | — | | | | | | (231) | | | | | | — | | |

| | | | December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 1,061 | | | | | $ | 1,061 | |

| Total | | | $ | 29 | | | | | $ | — | | | | | | | | | | | $ | 360 | | | | | $ | 389 | |

| Equity securities | | | 43 | | | | | | 2 | | | | | | | | | | | | 685 | | | | | | 730 | | |

| Total | | | $ | 112 | | | | | $ | 148 | | | | | | | | | | | $ | 2,748 | | | | | $ | 3,008 | |

| Discount rate | | | 2.95% | | | | | | 3.42% | | | | | | 2.74% | | | | | | 3.63% | | | | | | 1.31% | | | | | | 1.46% | | |

In March 2019, we issued a principal amount of $750 million of fixed-rate, long-term debt due in 2039.

In September 2019, we issued a principal amount of $750 million of fixed-rate, long-term debt due in 2029.

| Notes due 2021 at 2.75% | | | $ | — | | | | | $ | 550 | |

| Lease payments | | | $ | 84 | | | | | $ | 72 | | | | | $ | 60 | | | | | $ | 50 | | | | | $ | 45 | | | | | $ | 214 | | | | | $ | 525 | |

| Purchase commitments | | | $ | 564 | | | | | $ | 436 | | | | | $ | 433 | | | | | $ | 43 | | | | | $ | 26 | | | | | $ | 74 | | | | | $ | 1,576 | |

*Changes in accrued restructuring balances*

| Balance, January 1 | | | $ | 18 | | | | | $ | — | | | | | $ | 28 | |

| Restructuring charges | | | — | | | | | | 25 | | | | | | (15) | | |

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the fourth quarter of [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

TI management assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on our assessment, we believe that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting is effective based on the COSO criteria.

We have audited Texas Instruments Incorporated’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Texas Instruments Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes, and our report dated February [removed: 4, 2022,] [added: 3, 2023,] expressed an unqualified opinion thereon.

February 3, 2023

February 4, 2022

During the [removed: period covered by this report] [added: first quarter of 2022] and as [removed: permitted by] [added: set forth in] General License 1B from the U.S. Office of Foreign Assets Control, we [removed: engaged] [added: periodically filed notifications] with the Russian Federal Security Service (FSB) solely to permit the import, distribution and use of certain of our catalog semiconductor products in Russia.

No gross revenue or net profit [removed: is] [added: was] directly attributable to these [removed: engagements with] [added: notifications to] the FSB, and we [added: do not] intend to continue [removed: them to the extent permitted by law.][added: such notifications.]

In February 2022, we decided to no longer sell any products in Russia or Belarus.

The information with respect to directors’ names, ages, positions, term of office, periods of service and business experience, which is contained under the caption “Election of directors” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders, is incorporated herein by reference to such proxy statement.

The information contained under the caption “Committees of the board” with respect to the audit committee and the audit committee financial expert in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement, provided that the Compensation Committee report shall not be deemed filed with this Form 10-K.

The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The following table sets forth information about the company’s equity compensation plans as of December 31, [removed: 2021.][added: 2022.]

[removed: 35,385,153] [added: 30,239,773] shares remain available for future issuance under the 2009 LTIP and [removed: 1,843,134] [added: 1,809,242] shares remain available for future issuance under the 2018 Director Plan.

(d)Includes [removed: 24,981,728] [added: 25,204,866] shares for issuance upon exercise of outstanding grants of options, [removed: 4,085,972] [added: 4,876,407] shares for issuance upon vesting of outstanding grants of restricted stock units, [removed: 121,844] [added: 155,301] shares for issuance under the 2014 ESPP and [removed: 90,618] [added: 95,694] shares for issuance in settlement of directors’ deferred compensation accounts.

The information that is contained under the captions “Security ownership of certain beneficial owners” and “Security ownership of directors and management” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| Equity compensation plans approved by security holders | | | | | | 30,332,268 | | | (a) | | | | | | $ | 105.95 | | (b) | | | | | | 64,051,555 | | | (c) | | |

| Total | | | | | | 30,332,268 | | | (d) | | | | | | $ | 105.95 | | | | | | | | 64,051,555 | | | | | |

| Equity compensation plans approved by security holders | | | | | | 29,280,162 | | | (a) | | | | | | $ | 91.92 | | (b) | | | | | | 69,842,569 | | | (c) | | |

| Total | | | | | | 29,280,162 | | | (d) | | | | | | $ | 91.92 | | | | | | | | 69,842,569 | | | | | |

The information contained under the captions “Related person transactions” and “Director independence” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information with respect to principal accountant fees and services contained under the caption “Proposal to ratify appointment of independent registered public accounting firm” in our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| 4(c) | | | [removed: [Office](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm)[r](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312514094885/d691140dex42.htm)] | | | 8-K | | | 001-3761 | | | March 12, 2014 | | | 4.2 | | | | | |

| 4(d) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312516581435/d194090dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312516581435/d194090dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312516581435/d194090dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312516581435/d194090dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312516581435/d194090dex41.htm)] | | | 8-K | | | 001-3761 | | | May 6, 2016 | | | 4.1 | | | | | |

| 4(e) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm)] | | | 8-K | | | 001-3761 | | | May 4, 2017 | | | 4.1 | | | | | |

| 4(f) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)] | | | 8-K | | | 001-3761 | | | November 3, 2017 | | | 4.1 | | | | | |

| 4(g) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312518154669/d579571dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312518154669/d579571dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312518154669/d579571dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312518154669/d579571dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312518154669/d579571dex41.htm)] | | | 8-K | | | 001-3761 | | | May 7, 2018 | | | 4.1 | | | | | |

| 4(h) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312518187735/d603255dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312518187735/d603255dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312518187735/d603255dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312518187735/d603255dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312518187735/d603255dex41.htm)] | | | 8-K | | | 001-3761 | | | June 8, 2018 | | | 4.1 | | | | | |

| 4(i) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312519070297/d713107dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312519070297/d713107dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312519070297/d713107dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312519070297/d713107dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312519070297/d713107dex41.htm)] | | | 8-K | | | 001-3761 | | | March 11, 2019 | | | 4.1 | | | | | |

| 4(j) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312519237540/d783480dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312519237540/d783480dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312519237540/d783480dex41.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312519237540/d783480dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312519237540/d783480dex41.htm)] | | | 8-K | | | 001-3761 | | | September 4, 2019 | | | 4.1 | | | | | |

| 4(k) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm) [](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)[Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)] | | | 8-K | | | 001-3761 | | | March 12, 2020 | | | 4.1 | | | | | |

| 4(l) | | | [removed: [Officer](http://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm)[s](http://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm)[’](http://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm) [Certificate](http://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm)] [added: [Officers’ Certificate](http://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm)] | | | 8-K | | | 001-3761 | | | May 4, 2020 | | | 4.1 | | | | | |

| [removed: 4(m)] [added: 4(p)] | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/97476/000009747620000009/q42019txnex4l.htm) | | | 10-K | | | 001-3761 | | | February 20, 2020 | | | 4(l) | | | | | |

| [removed: 4(n)] [added: 4(m)] | | | [removed: [Officers](https://www.sec.gov/Archives/edgar/data/0000097476/000119312521273955/d226154dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/0000097476/000119312521273955/d226154dex41.htm) [Certificate](https://www.sec.gov/Archives/edgar/data/0000097476/000119312521273955/d226154dex41.htm)] [added: [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/0000097476/000119312521273955/d226154dex41.htm)] | | | 8-K | | | 001-3761 | | | September 15, 2021 | | | 4.1 | | | | | |

| 21 | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex21.htm)] | | | | | | | | | | | | | | | X | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex23.htm)] | | | | | | | | | | | | | | | X | | |

| 31(a) | | | [Rule 13a-14(aRule 13a-14(a)/15(d)-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex31a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex31a.htm)] | | | | | | | | | | | | | | | X | | |

| 31(b) | | | [Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex31b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex31b.htm)] | | | | | | | | | | | | | | | X | | |

| 32(a) | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex32a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex32a.htm)] | | | | | | | | | | | | | | | X | | |

| 32(b) | | | [Section 1350 Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747622000009/q42021txnex32b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747623000007/q42022txnex32b.htm)] | | | | | | | | | | | | | | | X | | |

[removed: * Management] [added: *Management] compensation plans and arrangements

- Evolving cybersecurity and other threats relating to our information technology systems or those of our customers, [removed: vendors] [added: suppliers] and other third parties;

- Availability and cost of [removed: raw] [added: key] materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

- Instability in the global credit and financial markets; [added: and]

- Our ability to recruit and retain skilled [removed: personnel,] [added: personnel] and effectively manage key employee succession; [removed: and]

Date: February [removed: 4, 2022][added: 3, 2023]

Knecht and Cynthia Hoff Trochu, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, [removed: 2021,] [added: 2022,] to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the [removed: 4th] [added: 3rd] day of February [removed: 2022.][added: 2023.]

| 4(n) | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522222326/d393354dex41.htm) | | | 8-K | | | 001-3761 | | | August 16, 2022 | | | 4.1 | | | | | |

| 4(o) | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522288982/d105858dex41.htm) | | | 8-K | | | 001-3761 | | | November 18, 2022 | | | 4.1 | | | | | |