Texas Instruments (TXN) 10-K risk factor changes: FY2024 vs FY2023

About [removed: 65%] [added: 60%] of our revenue comes from customers with headquarter locations outside the United States; revenue from end customers headquartered in China represents about 20% of our revenue.

We are exposed to political, social and economic [removed: conditions (including inflation),] [added: conditions,] security risks, acts of war, terrorism or other hostile acts, pandemics, epidemics or other public health crises, labor conditions, climate change risks and possible disruptions in power, water supply, 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, suppliers and other third parties could be caused by factors such as computer viruses, ransomware, malware, [added: software vulnerabilities,] system failures, restricted network access, unauthorized access, terrorism, nation-state espionage, employee malfeasance, [added: use of artificial intelligence (AI) tools,] or human error.

These events could, among other things, compromise our information technology networks; result in corrupt or lost data or the unauthorized release of [removed: our,] our [removed: customers’] or our [removed: suppliers’] [added: customers’, suppliers’, and other third parties’] confidential or proprietary information; cause a disruption to our manufacturing and other operations (including our online services, platforms and transactions); result in the release of personal data; or cause us to incur costs associated with increased protection, remediation, regulatory inquiries or penalties, or claims for damages, any of which could adversely affect our operating results and our reputation.

We have manufacturing, data and design facilities and other operations in locations subject to natural occurrences such as severe weather, geological events or epidemics that could adversely affect manufacturing capacity, availability and cost of key [removed: raw] materials, [added: services,] utilities and equipment or otherwise disrupt operations.

Our access to needed goods and services may be adversely affected by potential disputes with suppliers or disruptions in our own or suppliers’ operations as a result of, for example: quality excursions; uncertainty regarding the stability of global credit and financial markets; domestic or international political, social, economic and other conditions; [added: cybersecurity incidents; ability to access conflict-free minerals;] natural events or epidemics in the locations in which our suppliers operate; or limited or delayed access to and high costs of key materials, [removed: natural resources,] services and utilities.

In particular, our manufacturing processes and critical manufacturing equipment, and those of our suppliers, require that certain key materials, [removed: natural resources,] services and utilities be available.

Limited or delayed access to and high costs of key materials, [removed: natural resources,] services and utilities could adversely affect our results of operations.

Our continued success depends in part on our ability to [removed: retain] [added: retain, train] and recruit a sufficient number of qualified employees in a competitive environment.

Improper, incorrect, illicit or unauthorized storage, handling, [removed: modification] [added: modification, diversion] or use of our [removed: products (including use in applications for which our products were not designed),] [added: products,] or use of counterfeit products, by third parties could result in reputational harm.

In [removed: 2023,] [added: 2024,] about [removed: 25%] [added: 20%] of our revenue was generated from sales of our products through distributors.

With our planned capacity expansions, [removed: we expect] capital expenditures and depreciation [removed: to increase.][added: have increased.]

[removed: If] [added: From time to time,] we [removed: do not comply with a law or regulation (or the same is alleged), or a] [added: receive inquiries from] government [removed: inquiry is unresolved,] [added: entities regarding our compliance with laws and regulations, and] we could be subject to [added: related] litigation, investigations or enforcement activity that can be unpredictable and time-consuming, as well as disruptions to our operations, or significant fines, penalties or other legal liability.

[removed: In addition, we] [added: We] are subject to laws and regulations in various jurisdictions that determine how much profit has been earned and when it is subject to taxation in that jurisdiction.

Changes in these laws and [removed: regulations, including those that align with the Organisation for Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations,] [added: regulations] could affect the locations where we are deemed to earn income, which could in turn affect our results of operations.

Failure to retain, train and recruit key personnel could disrupt our business and adversely affect our results of operations, financial condition and reputation.

Any failure, or perceived failure, to achieve stated goals or meet stakeholder expectations and standards could adversely affect our results of operations and reputation.

In addition, many countries have enacted or begun the process of enacting laws that align with the Organisation for Economic Cooperation and Development’s Base Erosion and Profit Shifting recommendations.

Our products contain materials that are subject to conflict minerals reporting requirements.

Our relationships with customers and suppliers may be adversely affected if we are unable to describe our products as conflict-free.

Additionally, our costs may increase if one or more of our customers demand that we change the sourcing of materials we cannot identify as conflict-free.

From time to time, we receive inquiries from government entities regarding our compliance with laws and regulations.

This spans how we select R&D projects, develop new [removed: capabilities like TI.com,] [added: capabilities,] invest in [removed: new] manufacturing capacity or how we think about acquisitions and returning cash to our owners.

Our results of operations provides details of our financial results for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussion of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

We sell our products into six end markets: industrial, automotive, personal electronics, [removed: communications equipment,] enterprise [removed: systems] [added: systems, communications equipment] and other.

Our cash flow from operations of [removed: $6.42] [added: $6.32] billion underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production.

Free cash flow was [removed: $1.35] [added: $1.50] billion and represented [removed: 7.7%] [added: 9.6%] of revenue.

During [removed: 2023,] [added: 2024,] we invested [removed: $3.69] [added: $3.75] billion in R&D and SG&A, invested [removed: $5.07] [added: $4.82] billion in capital expenditures and returned [removed: $4.85] [added: $5.72] billion to shareholders.

Details of financial results – [removed: 2023] [added: 2024] compared with [removed: 2022][added: 2023]

Revenue of [removed: $17.52] [added: $15.64] billion decreased [removed: $2.51] [added: $1.88] billion, or [removed: 12.5%, primarily] [added: 10.7%,] due to lower revenue from [removed: Analog, partially offset by higher revenue from] [added: Analog and] Embedded Processing.

Gross profit of [removed: $11.02] [added: $9.09] billion was down [removed: $2.75] [added: $1.93] billion, or [removed: 20.0%,] [added: 17.5%,] primarily due to lower revenue and, to a lesser extent, higher manufacturing costs associated with [added: our] planned capacity [removed: expansion and reduced factory loadings.][added: expansions.]

As a percentage of revenue, gross profit decreased to [removed: 62.9%] [added: 58.1%] from [removed: 68.8%.][added: 62.9%.]

Operating expenses (R&D and SG&A) were [removed: $3.69] [added: $3.75] billion compared with [removed: $3.37] [added: $3.69] billion.

Operating profit was [removed: $7.33] [added: $5.47] billion, or [removed: 41.8%] [added: 34.9%] of revenue, compared with [removed: $10.14] [added: $7.33] billion, or [removed: 50.6%] [added: 41.8%] of revenue.

Other income and expense (OI&E) was [removed: $440] [added: $496] million of income compared with [removed: $106] [added: $440] million of income, due to [removed: higher] interest income.

Interest and debt expense of [removed: $353] [added: $508] million increased [removed: $139] [added: $155] million due to the issuance of additional long-term debt.

Our provision for income taxes was [removed: $908] [added: $654] million compared with [removed: $1.28 billion.][added: $908 million.]

Our effective tax rate, which includes discrete tax items, was [removed: 12.2%] [added: 12.0%] in [removed: 2023] [added: 2024] compared with [removed: 12.8%] [added: 12.2%] in [removed: 2022.][added: 2023.]

Net income was [removed: $6.51] [added: $4.80] billion compared with [removed: $8.75] [added: $6.51] billion.

EPS was [removed: $7.07] [added: $5.20] compared with [removed: $9.41.][added: $7.07.]

Segment results – [removed: 2023] [added: 2024] compared with [removed: 2022][added: 2023]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Revenue | | | $ | [removed: 13,040] [added: 12,161] | | | | | $ | [removed: 15,359] [added: 13,040] | | | | | [removed: (15)] [added: (7)] | | % |

| Operating profit | | | [removed: 5,821] [added: 4,608] | | | | | | [removed: 8,359] [added: 5,821] | | | | | | [removed: (30)] [added: (21)] | | % |

| Operating profit % of revenue | | | [removed: 44.6] [added: 37.9] | | % | | | | [removed: 54.4] [added: 44.6] | | % | | | | | | |

| Revenue | | | $ | [removed: 3,368] [added: 2,533] | | | | | $ | [removed: 3,261] [added: 3,368] | | | | | [removed: 3] [added: (25)] | | % |

| Operating profit | | | [removed: 1,008] [added: 352] | | | | | | [removed: 1,253] [added: 1,008] | | | | | | [removed: (20)] [added: (65)] | | % |

| Operating profit % of revenue | | | [removed: 29.9] [added: 13.9] | | % | | | | [removed: 38.4] [added: 29.9] | | % | | | | | | |

| Revenue | | | $ | [removed: 1,111] [added: 947] | | | | | $ | [removed: 1,408] [added: 1,111] | | | | | [removed: (21)] [added: (15)] | | % |

| Operating profit * | | | [removed: 502] [added: 505] | | | | | | [removed: 528] [added: 502] | | | | | | [removed: (5)] [added: 1] | | % |

| Operating profit % of revenue | | | [removed: 45.2] [added: 53.3] | | % | | | | [removed: 37.5] [added: 45.2] | | % | | | | | | |

Other revenue decreased [removed: $297] [added: $164] million, and operating profit [removed: decreased $26] [added: increased $3] million.

At the end of [removed: 2023,] [added: 2024,] total cash (cash and cash equivalents plus short-term investments) was [removed: $8.58] [added: $7.58] billion, a decrease of [removed: $492] [added: $995] million from the end of [removed: 2022.][added: 2023.]

Accounts receivable were [removed: $1.79] [added: $1.72] billion, a decrease of [removed: $108] [added: $68] million compared with the end of [removed: 2022.][added: 2023.]

Days sales outstanding at the end of [added: 2024 and] 2023 were [removed: 39 compared with 37 at the end of 2022.][added: 39.]

Inventory was [removed: $4.00] [added: $4.53] billion, an increase of [removed: $1.24 billion] [added: $528 million] from the end of [removed: 2022.][added: 2023.]

Days of inventory at the end of [removed: 2023] [added: 2024] were [removed: 219] [added: 241] compared with [removed: 157] [added: 219] at the end of [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] our credit facility was undrawn, and we had no commercial paper outstanding.

Cash flows from operating activities for [removed: 2023] [added: 2024] were [removed: $6.42] [added: $6.32] billion, a decrease of [removed: $2.30 billion] [added: $102 million] due to lower net [removed: income and higher] [added: income, partially offset by lower] cash used for working [removed: capital, as we continued to strategically build inventory.][added: capital.]

Investing activities for [removed: 2023] [added: 2024] used [removed: $4.36] [added: $3.20] billion compared with [removed: $3.58] [added: $4.36] billion in [removed: 2022.][added: 2023.]

Capital expenditures were [removed: $5.07] [added: $4.82] billion compared with [removed: $2.80] [added: $5.07] billion in [removed: 2022] [added: 2023] and were primarily for semiconductor manufacturing equipment and facilities in both periods.

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

Analog revenue decreased due to the mix of products shipped in both product lines, led by Signal Chain.

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

Embedded Processing revenue decreased.

Operating profit decreased primarily due to lower revenue and associated gross profit.

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

Cash flows from operating activities for 2024 include a cash benefit of $588 million from the U.S. CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) used to reduce income taxes payable.

We expect to receive between $7.5 billion to $9.5 billion through 2034 from the CHIPS Act.

This includes the ITC for qualified U.S. manufacturing investments and direct funding of up to $1.6 billion for our three large-scale 300mm wafer fabs currently under construction in Sherman, Texas, and Lehi, Utah.

We received $588 million in associated cash benefit from qualifying capital expenditures in 2024.

| | | | 2024 | | | | | | 2023 | | |

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

* Includes a cash benefit of $588 million from the CHIPS Act ITC used to reduce income taxes payable for 2024

This increase was primarily due to higher employee-related costs as we invest to strengthen our competitive advantages.

Restructuring charges/other in the year-ago period was $257 million due to preproduction costs at our Lehi, Utah, manufacturing facility.

These costs transitioned primarily to cost of revenue after production began in December 2022.

See Note 11 to the financial statements.

Analog revenue decreased in both product lines about equally.

Embedded Processing revenue increased due to the mix of products shipped.

Operating profit decreased primarily due to higher manufacturing costs, partially offset by higher revenue.

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 we have submitted applications for the manufacturing grants provided by the legislation.

| | | | 2023 | | | | | | 2022 | | |

Inventory valuation allowances

Inventory is valued net of allowances for unsalable or obsolete raw materials, work in process and finished goods.

Statistical allowances are determined quarterly for raw materials and work in process based on historical disposals of inventory for salability and obsolescence reasons.

For finished goods, quarterly statistical allowances are determined by comparing inventory levels of individual parts to historical shipments, current backlog and estimated future sales in order to identify inventory considered unlikely to be sold.

A specific allowance for each material type will be carried if there is a significant event not captured by the statistical allowance, such as an end-of-life part or demand with imminent risk of cancellation.

Allowances are also calculated quarterly for instances where inventoried costs for individual products are in excess of the net realizable value for those products.

Actual future write-offs of inventory for salability and obsolescence reasons may differ from estimates and calculations used to determine valuation allowances due to changes in customer demand, customer negotiations, technology shifts and other factors.

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: 2023] [added: 2024] 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 [removed: approximately $4] [added: less than $1] million.

As of December 31, [removed: 2023,] [added: 2024,] we had forward currency exchange contracts outstanding with a notional value of [removed: $328] [added: $565] million to hedge net balance sheet exposures (including [removed: $102] [added: $180] million to [removed: sell Japanese yen, $77] [added: buy Indian rupee, $91] million to sell British pounds and [removed: $58] [added: $78] million to [removed: buy Chinese yuan).][added: sell Japanese yen).]

Similar hedging activities existed at year-end [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] 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 $22 million and decrease the fair value of our long-term debt by [removed: $891] [added: $952] million.

Equity risk

Long-term investments at year-end 2023 include the following:

- *Investments in mutual funds* – includes mutual funds that were selected to generate returns that offset changes in certain liabilities related to deferred compensation arrangements.

The mutual funds hold a variety of debt and equity investments.

- *Investments in venture capital funds* – includes investments in limited partnerships (accounted for under either the equity method or at cost with adjustments to observable market changes or impairments).

- *Equity investments* – includes nonmarketable (nonpublicly traded) equity securities.

Investments in mutual funds are stated at fair value.

Changes in prices of the mutual fund investments are expected to offset related changes in certain deferred compensation liabilities.

Nonmarketable equity securities and certain venture capital funds are stated at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes.

Investments in the remaining venture capital funds are stated using the equity method.

See Note 6 to the financial statements for details of equity and other long-term investments.

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

Gains or losses from changes in the fair value of these total return swaps generally offset the related losses or gains on the deferred compensation liabilities.

In [removed: 2023,] [added: 2024,] we generated [removed: $17.52] [added: $15.64] billion of revenue.

Our passion continues to be alive today as we help our customers develop electronics and new [removed: applications, particularly in industrial and automotive markets.][added: applications.]

Our ambitions are foundational to ensuring that we operate in a [removed: sustainable, socially thoughtful] [added: sustainable] and environmentally responsible manner.

This spans how we select R&D projects, develop new [removed: capabilities like TI.com,] [added: capabilities,] invest in [removed: new] manufacturing capacity or how we think about acquisitions and returning cash to our owners.

Over a 10-year period from [removed: 2014] [added: 2015] to [removed: 2023,] [added: 2024,] we allocated [removed: $94] [added: $101] billion, which reinforces the importance of discipline in capital allocation.

In this period, we allocated [removed: just over $15] [added: about $20] billion to capital expenditures.

This broad portfolio includes [removed: approximately] [added: more than] 80,000 products that are integral to almost every type of electronic equipment.

Our segments represent groups of [removed: similar] products that [removed: are combined on the basis of] [added: have] similar design and development requirements, product [removed: characteristics, manufacturing processes] [added: characteristics] and [removed: distribution channels.][added: manufacturing processes.]

Our Analog segment generated [removed: $13.04] [added: $12.16] billion of revenue in [removed: 2023.][added: 2024.]

Sales of our Analog products generated about [removed: 74%] [added: 78%] of our revenue in [removed: 2023.][added: 2024.]

Our broad portfolio is designed to manage power requirements across different voltage levels, including battery-management solutions, DC/DC switching regulators, AC/DC and isolated DC/DC switching regulators, power switches, linear and low-dropout regulators, voltage [removed: references] [added: references, multiphase controllers] and [added: power stages, and] lighting products.

Our Embedded Processing segment generated [removed: $3.37] [added: $2.53] billion of revenue in [removed: 2023.][added: 2024.]

Sales of Embedded Processing products generated about [removed: 19%] [added: 16%] of our revenue in [removed: 2023.][added: 2024.]

Our Embedded Processing segment includes microcontrollers, [removed: digital signal processors (DSPs)] [added: processors, wireless connectivity] and [removed: applications processors.][added: radar products.]

Microcontrollers are self-contained systems with a processor core, memory and peripherals that are designed to control a set of specific tasks for electronic [removed: equipment.][added: equipment and often integrate analog functionality.]

[removed: Applications] [added: Our] processors are designed for specific computing [removed: activity.][added: activity in embedded applications.]

Other generated [removed: $1.11 billion] [added: $947 million] of revenue in [removed: 2023] [added: 2024] 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: 2023] [added: 2024] and the estimated percentage of our [removed: 2023] [added: 2024] revenue that the market represented.

| Industrial | | | | | | [removed: Factory] [added: Industrial] automation [removed: & control] | | |

| | | | | | | Medical [added: & healthcare] | | |

| [added: (34% of TI revenue)] | | | | | | Aerospace & defense | | |

| [removed: (34% of TI revenue)] | | | | | | Hybrid, electric & powertrain systems | | |

| [added: (35% of TI revenue)] | | | | | | Advanced driver assistance systems (ADAS) | | |

| [removed: (15%] [added: (20%] of TI revenue) | | | | | | PC & notebooks | | |

| [removed: (5%] [added: (4%] of TI revenue) | | | | | | Wired networking | | |

| [removed: (4%] [added: (5%] of TI revenue) | | | | | | Enterprise projectors | | |

Our customer base is diverse, with [removed: more than 40%] [added: about half] of our revenue derived from customers outside [added: of] our largest [removed: 100.][added: 50.]

Our investments in new and improved capabilities to directly support our customers include [added: order fulfillment services, inventory programs, business processes and logistics and] website and e-commerce [removed: enhancements as well as inventory consignment programs and order fulfillment services.][added: capabilities.]

- Ramping production in 300mm wafer fabrication [removed: facility] [added: facilities] RFAB2 in Richardson, [removed: Texas.][added: Texas, and LFAB1 in Lehi, Utah.]

- [removed: Ramping production in] [added: Continuing construction on LFAB2, another] 300mm wafer fabrication facility [removed: LFAB1] in Lehi, Utah.

- [removed: Continuing construction on] [added: Equipping] SM1 and [added: continuing construction on] SM2 in Sherman, Texas, where we are building four 300mm wafer fabrication facilities.

Together, these investments are designed to strengthen our manufacturing and technology competitive advantage, provide us with lower costs and greater control of our supply chain, and support growth [removed: over] [added: in] the [removed: next 10 to 15 years.][added: years ahead.]

We assess and are careful to address potential health, [removed: safety,] [added: safety] and environmental risks presented by our operations, including our manufacturing operations.

With our planned capacity expansions, we expect [removed: these percentages] [added: our internal sourcing] to [added: continue to] increase.

| Ahmad [removed: S.] Bahai | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President | | |

| Mark [removed: S.] Gary | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President | | |

| Haviv Ilan | | | | | | [removed: 55] [added: 56] | | | | | | Director, President and Chief Executive Officer | | |

| Hagop [removed: H.] Kozanian | | | | | | [removed: 41] [added: 42] | | | | | | Senior Vice President | | |

| Shanon [removed: J.] Leonard | | | | | | [removed: 48] [added: 49] | | | | | | Senior Vice President | | |

| Rafael [removed: R.] Lizardi | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President and Chief Financial Officer | | |

| | | | | | | Energy infrastructure | | |

| | | | | | | Other industrial equipment | | |

| | | | | | | Robotics | | |

In 2024, about 80% of our revenue was direct, which includes TI.com.

In 2024, we sourced the majority of our wafer fabrication, as well as assembly and test, internally.

DSPs perform mathematical computations almost instantaneously to process or improve digital data.

| (40% of TI revenue) | | | | | | Grid infrastructure | | |

| | | | | | | Motor drives | | |

| | | | | | | Pro audio, video & signage | | |

| | | | | | | Industrial transport | | |

| | | | | | | Retail automation & payment | | |

| | | | | | | Lighting | | |

As a result, in 2023 about 75% of our revenue was direct, which includes TI.com, as customers valued the convenience of purchasing online.

Our TI.com e-commerce channel offers a localized online experience in many countries, with convenience features such as immediate availability, local currency, payment methods, invoicing and importer of record.

Our new application programming interfaces (APIs) give customers the ability to directly access real-time 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 construction on LFAB2, another 300mm wafer fabrication facility in Lehi, Utah.

In 2023, we sourced about 80% of our total wafers and about 65% of our assembly/test production internally.

Mr. Ron became an executive officer in 2019.

Inclusion is one of our core values, and we have programs in place to promote diversity and inclusion.

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately [removed: $163,230,185,912] [added: $177,352,918,130] as of June 30, [removed: 2023.][added: 2024.]

[removed: 909,287,673] [added: 910,332,971] (Number of shares of common stock outstanding as of January [removed: 23, 2024)][added: 28, 2025)]

Part III hereof incorporates information by reference to the Registrant’s proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders.

| Santa Clara, California [added: *] | | | X | | | | | | | | |

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

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

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

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

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

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

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

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

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

[removed: *Portions] [added: Portions] of the facilities are leased and owned.

[removed: Leased.][added: *Leased.]

Our facilities in the United States contained approximately [removed: 16.1] [added: 17.6] million square feet at December 31, [removed: 2023,] [added: 2024,] of which approximately [removed: 0.4] [added: 0.5] million square feet were leased.

Our facilities outside the United States contained approximately 12.7 million square feet at December 31, [removed: 2023,] [added: 2024,] of which approximately [removed: 2.4] [added: 2.3] million square feet were leased.

At the end of [removed: 2023,] [added: 2024,] we occupied substantially all of the space in our facilities.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: 11,261] [added: 10,729] stockholders of record.

The following table contains information regarding our purchases of our common stock during the fourth quarter of [removed: 2023.][added: 2024.]

| Period | | | | | | Total Number of Shares Purchased | | | | | | [removed: | | |] Average Price Paid per Share | | | | | | [removed: | | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) | | | | | | [removed: | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) | | | | | |

[removed: (c)As] [added: (b)As] of December 31, [removed: 2023,] [added: 2024,] 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.

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

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

| October 1 - 31, 2024 | | | | | | 550,939 | | | | | | $ | 202.26 | | | | | 550,939 | | | | | | $ | 20.69 | | billion | | |

| November 1 - 30, 2024 | | | | | | 854,198 | | | | | | 203.84 | | | | | | 854,198 | | | | | | 20.51 | | | billion | | |

| December 1 - 31, 2024 | | | | | | 1,348,059 | | | | | | 191.23 | | | | | | 1,348,059 | | | | | | 20.26 | | | billion (b) | | |

| Total | | | | | | 2,753,196 | | | | | | | | | | | | 2,753,196 | | | | | | | | | | | |

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

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

| October 1, 2023 through October 31, 2023 | | | | | | 329,147 | | | | | | | | | $ | 149.62 | | | | | | | | 318,738 | | | | | | | | | $ | 21.21 | | billion | | |

| November 1, 2023 through November 30, 2023 | | | | | | 76,200 | | | | | | | | | 148.19 | | | | | | | | | 76,200 | | | | | | | | | 21.20 | | | billion | | |

| December 1, 2023 through December 31, 2023 | | | | | | 17,652 | | | | | | | | | 157.14 | | | | | | | | | 17,652 | | | | | | | | | 21.20 | | | billion | | |

| Total | | | | | | 422,999 | | | (b) | | | | | | $ | 149.67 | | (b) | | | | | | 412,590 | | | | | | | | | $ | 21.20 | | billion (c) | | |

(b)In addition to open-market purchases, 10,409 shares of common stock were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

- Income for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

- Comprehensive income for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

- Balance sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

- Cash flows for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

- Stockholders’ equity for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

| (In millions, except per-share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | | | | $ | [removed: 17,519] [added: 15,641] | | | | | $ | [removed: 20,028] [added: 17,519] | | | | | $ | [removed: 18,344] [added: 20,028] | |

| Cost of revenue (COR) | | | | | | [removed: 6,500] [added: 6,547] | | | | | | [removed: 6,257] [added: 6,500] | | | | | | [removed: 5,968] [added: 6,257] | | |

| Gross profit | | | | | | [removed: 11,019] [added: 9,094] | | | | | | [removed: 13,771] [added: 11,019] | | | | | | [removed: 12,376] [added: 13,771] | | |

| Research and development (R&D) | | | | | | [removed: 1,863] [added: 1,959] | | | | | | [removed: 1,670] [added: 1,863] | | | | | | [removed: 1,554] [added: 1,670] | | |

| Selling, general and administrative (SG&A) | | | | | | [removed: 1,825] [added: 1,794] | | | | | | [removed: 1,704] [added: 1,825] | | | | | | [removed: 1,666] [added: 1,704] | | |

| Restructuring charges/other | | | | | | [removed: —] [added: —] | | | | | | [added: — | | | | | |] 257 | | | | | | [removed: 54] [added: 257] | | |

| Operating profit | | | | | | [removed: 7,331] [added: 5,465] | | | | | | [removed: 10,140] [added: 7,331] | | | | | | [removed: 8,960] [added: 10,140] | | |

| Other income (expense), net (OI&E) | | | | | | [removed: 440] [added: 496] | | | | | | [removed: 106] [added: 440] | | | | | | [removed: 143] [added: 106] | | |

| Interest and debt expense | | | | | | [removed: 353] [added: 508] | | | | | | [removed: 214] [added: 353] | | | | | | [removed: 184] [added: 214] | | |

| Income before income taxes | | | | | | [removed: 7,418] [added: 5,453] | | | | | | [removed: 10,032] [added: 7,418] | | | | | | [removed: 8,919] [added: 10,032] | | |

| Provision for income taxes | | | | | | [removed: 908] [added: 654] | | | | | | [removed: 1,283] [added: 908] | | | | | | [removed: 1,150] [added: 1,283] | | |

| Net income | | | | | | $ | [removed: 6,510] [added: 4,799] | | | | | $ | [removed: 8,749] [added: 6,510] | | | | | $ | [removed: 7,769] [added: 8,749] | |

| Basic | | | | | | $ | [removed: 7.13] [added: 5.24] | | | | | $ | [removed: 9.51] [added: 7.13] | | | | | $ | [removed: 8.38] [added: 9.51] | |

| Diluted | | | | | | $ | [removed: 7.07] [added: 5.20] | | | | | $ | [removed: 9.41] [added: 7.07] | | | | | $ | [removed: 8.26] [added: 9.41] | |

| Basic | | | | | | [removed: 908] [added: 912] | | | | | | [removed: 916] [added: 908] | | | | | | [removed: 923] [added: 916] | | |

| Diluted | | | | | | [removed: 916] [added: 919] | | | | | | [removed: 926] [added: 916] | | | | | | [removed: 936] [added: 926] | | |

| Income allocated to RSUs | | | | | | [removed: (33)] [added: (24)] | | | | | | [removed: (39)] [added: (33)] | | | | | | [removed: (33)] [added: (39)] | | |

| Income allocated to common stock for diluted EPS | | | | | | $ | [removed: 6,477] [added: 4,775] | | | | | $ | [removed: 8,710] [added: 6,477] | | | | | $ | [removed: 7,736] [added: 8,710] | |

| (In millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Adjustments, net of tax effect of [removed: ($9), $48] [added: ($20), ($9)] and [removed: ($56)] [added: $48] | | | | | | [removed: 27] [added: 53] | | | | | | [removed: (155)] [added: 27] | | | | | | [removed: 175] [added: (155)] | | |

| Recognized within net income, net of tax effect of [removed: ($5), ($17)] [added: ($3), ($5)] and [removed: ($8)] [added: ($17)] | | | | | | [removed: 15] [added: 10] | | | | | | [removed: 61] [added: 15] | | | | | | [removed: 29] [added: 61] | | |

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

| Change in fair value, net of tax effect of $0, $0 and $0 | | | | | | 1 | | | | | | 1 | | | | | | [removed: —] [added: 1] | | |

| Unrealized gains (losses), net of tax effect of [removed: ($1), $1] [added: $0, ($1)] and [removed: $0] [added: $1] | | | | | | [removed: 5] [added: —] | | | | | | [removed: (3)] [added: 5] | | | | | | [removed: —] [added: (3)] | | |

| Other comprehensive income (loss), net of taxes | | | | | | [removed: 49] [added: 65] | | | | | | [removed: (97)] [added: 49] | | | | | | [removed: 203] [added: (97)] | | |

| Total comprehensive income | | | | | | $ | [removed: 6,559] [added: 4,864] | | | | | $ | [removed: 8,652] [added: 6,559] | | | | | $ | [removed: 7,972] [added: 8,652] | |

| (In millions, except par value) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 2,964] [added: 3,200] | | | | | $ | [removed: 3,050] [added: 2,964] | |

| Short-term investments | | | | | | [removed: 5,611] [added: 4,380] | | | | | | [removed: 6,017] [added: 5,611] | | |

| Accounts receivable, net of allowances of [removed: ($16)] [added: ($21)] and [removed: ($13)] [added: ($16)] | | | | | | [removed: 1,787] [added: 1,719] | | | | | | [removed: 1,895] [added: 1,787] | | |

| Raw materials | | | | | | [removed: 420] [added: 395] | | | | | | [removed: 353] [added: 420] | | |

| Work in process | | | | | | [removed: 2,109] [added: 2,214] | | | | | | [removed: 1,546] [added: 2,109] | | |

| Finished goods | | | | | | [removed: 1,470] [added: 1,918] | | | | | | [removed: 858] [added: 1,470] | | |

| Inventories | | | | | | [removed: 3,999] [added: 4,527] | | | | | | [removed: 2,757] [added: 3,999] | | |

| (In millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net income | | | | | | $ | 4,799 | | | | | $ | 6,510 | | | | | $ | 8,749 | |

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

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

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

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

| Supplemental cash flow information | | | | | | | | | | | | | | | | | | | | |

| Investment tax credit (ITC) used to reduce income taxes payable | | | | | | $ | 588 | | | | | $ | — | | | | | $ | — | |

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

| Total cash benefit related to the U.S. CHIPS and Science Act | | | | | | $ | 588 | | | | | $ | — | | | | | $ | — | |

| Net income | | | | | | — | | | | | | — | | | | | | 4,799 | | | | | | — | | | | | | — | | |

| Balance, December 31, 2024 | | | | | | $ | 1,741 | | | | | $ | 3,935 | | | | | $ | 52,262 | | | | | $ | (40,895) | | | | | $ | (140) | |

The CODM assesses the performance of our segments and decides how to allocate resources based on each segment’s revenue growth, gross margin and operating profit.

The CODM utilizes these metrics by comparing budget versus actual results as well as benchmarking to our competitors.

| | | | | | | Analog | | | | | | Embedded Processing | | | | | | Other | | | | | | Total | | |

| Revenue | | | | | | $ | 12,161 | | | | | $ | 2,533 | | | | | $ | 947 | | | | | $ | 15,641 | |

| Cost of revenue | | | | | | 4,869 | | | | | | 1,315 | | | | | | 363 | | | | | | 6,547 | | |

| Gross profit | | | | | | 7,292 | | | | | | 1,218 | | | | | | 584 | | | | | | 9,094 | | |

| Research and development | | | | | | 1,411 | | | | | | 475 | | | | | | 73 | | | | | | 1,959 | | |

| Selling, general and administrative | | | | | | 1,273 | | | | | | 391 | | | | | | 130 | | | | | | 1,794 | | |

| Restructuring charges/other | | | | | | — | | | | | | — | | | | | | (124) | | | | | | (124) | | |

| Operating profit | | | | | | $ | 4,608 | | | | | $ | 352 | | | | | $ | 505 | | | | | $ | 5,465 | |

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

| | | | | | | For Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Analog | | | | | | Embedded Processing | | | | | | Other | | | | | | Total | | |

| Revenue | | | | | | $ | 13,040 | | | | | $ | 3,368 | | | | | $ | 1,111 | | | | | $ | 17,519 | |

| Cost of revenue | | | | | | 4,615 | | | | | | 1,493 | | | | | | 392 | | | | | | 6,500 | | |

| Gross profit | | | | | | 8,425 | | | | | | 1,875 | | | | | | 719 | | | | | | 11,019 | | |

| Research and development | | | | | | 1,317 | | | | | | 457 | | | | | | 89 | | | | | | 1,863 | | |

| Selling, general and administrative | | | | | | 1,287 | | | | | | 410 | | | | | | 128 | | | | | | 1,825 | | |

| Operating profit | | | | | | $ | 5,821 | | | | | $ | 1,008 | | | | | $ | 502 | | | | | $ | 7,331 | |

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

| | | | | | | Analog | | | | | | Embedded Processing | | | | | | Other | | | | | | Total | | |

| Revenue | | | | | | $ | 15,359 | | | | | $ | 3,261 | | | | | $ | 1,408 | | | | | $ | 20,028 | |

| Cost of revenue | | | | | | 4,610 | | | | | | 1,223 | | | | | | 424 | | | | | | 6,257 | | |

| Gross profit | | | | | | 10,749 | | | | | | 2,038 | | | | | | 984 | | | | | | 13,771 | | |

| Research and development | | | | | | 1,178 | | | | | | 413 | | | | | | 79 | | | | | | 1,670 | | |

| Selling, general and administrative | | | | | | 1,212 | | | | | | 372 | | | | | | 120 | | | | | | 1,704 | | |

| Operating profit | | | | | | $ | 8,359 | | | | | $ | 1,253 | | | | | $ | 528 | | | | | $ | 10,140 | |

| | | | 2024 | | | | | | 2023 | | |

| Acquisition charges | | | | | | — | | | | | | — | | | | | | 142 | | |

| Amortization of acquisition-related intangibles | | | | | | — | | | | | | — | | | | | | 142 | | |

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

| Balance, December 31, 2020 | | | | | | $ | 1,741 | | | | | $ | 2,333 | | | | | $ | 42,051 | | | | | $ | (36,578) | | | | | $ | (360) | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

| Analog | | | $ | 13,040 | | | | | $ | 15,359 | | | | | $ | 14,050 | |

| Embedded Processing | | | 3,368 | | | | | | 3,261 | | | | | | 3,049 | | |

| Other | | | 1,111 | | | | | | 1,408 | | | | | | 1,245 | | |

| Operating profit: | | | | | | | | | | | | | | | | | |

| Analog | | | $ | 5,821 | | | | | $ | 8,359 | | | | | $ | 7,393 | |

| Embedded Processing | | | 1,008 | | | | | | 1,253 | | | | | | 1,174 | | |

| Other | | | 502 | | | | | | 528 | | | | | | 393 | | |

| Total operating profit | | | $ | 7,331 | | | | | $ | 10,140 | | | | | $ | 8,960 | |

| Total revenue | | | $ | 17,519 | | | | | 100 | | % | | | | $ | 20,028 | | | | | 100 | | % | | | | $ | 18,344 | | | | | 100 | | % |

As of December 31, 2023, we have recognized $1.36 billion of receivables with a corresponding reduction to the carrying amounts of the qualifying manufacturing assets.

| Outstanding grants, December 31, 2022 | | | 25 | | | | | | $ | 105.75 | | | | | 5 | | | | | | $ | 147.30 | |

| Granted | | | 4 | | | | | | $ | 173.90 | | | | | 2 | | | | | | $ | 172.59 | |

| $44.09 to $193.58 | | | 26 | | | | | | 5.3 | | |

| Options outstanding (shares) | | | 26 | | | | | | 17 | | |

| Inventories and related reserves | | | 104 | | | | | | 88 | | |

| Settlements with tax authorities | | | — | | | | | | — | | | | | | (23) | | |

| Expiration of the statute of limitations for assessing taxes | | | — | | | | | | — | | | | | | — | | |

Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data.

We verify these valuations for reasonableness relative to unadjusted quotes obtained from brokers or dealers based on observable prices for similar assets in active markets.

These values are generally determined using pricing models that utilize management estimates of market participant assumptions.

| Curtailments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| Funded status at end of 2022 | | | $ | (100) | | | | | $ | 6 | | | | | $ | 155 | | | | | $ | 61 | |

| Total | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 421 | | | | | $ | 421 | |

| Total | | | $ | 7 | | | | | $ | — | | | | | | | | | | | $ | 273 | | | | | $ | 280 | |

| Equity securities | | | 52 | | | | | | 1 | | | | | | | | | | | | 387 | | | | | | 440 | | |

| Total | | | $ | 92 | | | | | $ | 61 | | | | | | | | | | | $ | 1,669 | | | | | $ | 1,822 | |

| Discount rate | | | 5.67% | | | | | | 3.82% | | | | | | 5.68% | | | | | | 3.05% | | | | | | 3.45% | | | | | | 1.57% | | |

| Long-term pay progression | | | 3.75% | | | | | | 3.70% | | | | | | n/a | | | | | | n/a | | | | | | 3.03% | | | | | | 3.15% | | |

In February 2021, we retired $550 million of maturing debt.

In September 2021, we issued three series of senior unsecured notes for an aggregate principal amount of $1.5 billion, consisting of $500 million of 1.125% notes due in 2026, $500 million of 1.90% notes due in 2031 and $500 million of 2.70% notes due in 2051.

| Notes due 2023 at 2.25% | | | $ | — | | | | | $ | 500 | |

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: 2023] [added: 2024] 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: 2023.][added: 2024.]

Based on our assessment, we believe that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting is effective based on the COSO criteria.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Texas Instruments Incorporated

We have audited Texas Instruments Incorporated’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Texas Instruments Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, [removed: shareholders’] [added: stockholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes, and our report dated February [removed: 2, 2024,] [added: 14, 2025,] expressed an unqualified opinion thereon.

February 14, 2025

February 2, 2024

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: 2024] [added: 2025] 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: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information with respect to Section 16(a) of the Securities Exchange Act of 1934 beneficial ownership reporting compliance contained under the caption “Delinquent Section 16(a) reports” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

Insider trading policies and procedures

The information contained under the caption “Insider trading policies and procedures” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference to such proxy statement, provided that the Compensation Committee report shall not be deemed filed with this Form 10-K.

The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

(a)Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 [removed: Long-Term Incentive Plan (the “2009 LTIP”) and its predecessor stockholder-approved plans, the Texas Instruments 2009] Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 [removed: ESPP”) and] [added: ESPP”),] the Texas Instruments 2018 Director Compensation Plan (the “2018 Director [removed: Plan”).][added: Plan”), and the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 LTIP”) and its predecessor stockholder-approved plans.]

(c)Shares of TI common stock available for future issuance under the [removed: 2009] [added: 2024] LTIP, the 2014 ESPP and the 2018 Director Plan.

[removed: 25,296,767] [added: 33,049,176] shares remain available for future issuance under the [removed: 2009] [added: 2024] LTIP and [removed: 1,786,785] [added: 1,745,284] shares remain available for future issuance under the 2018 Director Plan.

Under the [removed: 2009] [added: 2024] LTIP and the 2018 Director Plan, awards may be granted in the form of restricted stock units, options or other stock-based awards such as restricted stock.

(d)Includes [removed: 25,771,272] [added: 24,503,062] shares for issuance upon exercise of outstanding grants of options, [removed: 5,220,883] [added: 5,601,406] shares for issuance upon vesting of outstanding grants of restricted stock units, [removed: 166,526] [added: 161,494] shares for issuance under the 2014 ESPP and [removed: 98,940] [added: 103,971] 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: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| Equity compensation plans approved by security holders | | | | | | 30,369,933 | | | (a) | | | | | | $ | 137.01 | | (b) | | | | | | 65,541,964 | | | (c) | | |

| Total | | | | | | 30,369,933 | | | (d) | | | | | | $ | 137.01 | | | | | | | | 65,541,964 | | | | | |

| Equity compensation plans approved by security holders | | | | | | 31,257,621 | | | (a) | | | | | | $ | 119.76 | | (b) | | | | | | 58,452,628 | | | (c) | | |

| Total | | | | | | 31,257,621 | | | (d) | | | | | | $ | 119.76 | | | | | | | | 58,452,628 | | | | | |

The information contained under the captions “Related person transactions” and “Director independence” in our proxy statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| 3(a) | | | [Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as [removed: amended](http://www.sec.gov/Archives/edgar/data/97476/000009747615000003/txn-12312014xexhibit3a.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/97476/000009747615000003/txn-12312014xexhibit3a.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2015 | | | 3(a) | | | | | |

| 4(a) | | | [removed: [Indenture](http://www.sec.gov/Archives/edgar/data/97476/000119312511147104/dex42.htm)] [added: [Indenture](https://www.sec.gov/Archives/edgar/data/97476/000119312511147104/dex42.htm)] | | | 8-K | | | 001-3761 | | | May 23, 2011 | | | 4.2 | | | | | |

| 4(b) | | | [Officers’ [removed: Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517158011/d582525dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)] | | | 8-K | | | 001-3761 | | | [removed: May 4,] [added: November 3,] 2017 | | | 4.1 | | | | | |

| [removed: 4(c)] [added: 4(k)] | | | [Officers’ [removed: Certificate](http://www.sec.gov/Archives/edgar/data/97476/000119312517332507/d482992dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522288982/d105858dex41.htm)] | | | 8-K | | | 001-3761 | | | November [removed: 3, 2017] [added: 18, 2022] | | | 4.1 | | | | | |

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

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

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

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

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

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

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

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

| 4(l) | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522288982/d105858dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523070157/d443336dex41.htm)] | | | 8-K | | | 001-3761 | | | [removed: November 18, 2022] [added: March 14, 2023] | | | 4.1 | | | | | |

| 4(m) | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523070157/d443336dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523148183/d468248dex41.htm)] | | | 8-K | | | 001-3761 | | | [removed: March 14,] [added: May 18,] 2023 | | | 4.1 | | | | | |

| 4(n) | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523148183/d468248dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312524028127/d770733dex41.htm)] | | | 8-K | | | 001-3761 | | | [removed: May 18, 2023] [added: February 8, 2024] | | | 4.1 | | | | | |

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

| 10(a) | | | [TI Deferred Compensation Plan, as [removed: amended*](http://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10a_325.htm)] [added: amended*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10a_325.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(a) | | | | | |

| 10(b) | | | [TI Employees Non-Qualified Pension Plan, effective January 1, 2009, as [removed: amended*](http://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10b_263.htm)] [added: amended*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10b_263.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(b) | | | | | |

| 10(c) | | | [TI Employees Non-Qualified Pension Plan [removed: II*](http://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm)] [added: II*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(c) | | | | | |

| 10(d) | | | [Texas Instruments Long-Term Incentive Plan, adopted April 15, [removed: 1993*](http://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm)] [added: 1993*](https://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2012 | | | 10(c) | | | | | |

| 10(e) | | | [Texas Instruments 2003 Director Compensation Plan as amended January 19, [removed: 2012](http://www.sec.gov/Archives/edgar/data/97476/000009747615000003/txn-12312014xexhibit10j.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/97476/000009747615000003/txn-12312014xexhibit10j.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2015 | | | 10(j) | | | | | |

| 10(f) | | | [Form of Non-Qualified Stock Option Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm)] | | | 10-K | | | 001-3761 | | | February 23, 2017 | | | 10(k) | | | | | |

| 10(g) | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm)] | | | 10-K | | | 001-3761 | | | February 23, 2017 | | | 10(l) | | | | | |

| 10(h) | | | [Texas Instruments 2009 Long-Term Incentive Plan as amended April 21, [removed: 2016*](http://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm)] [added: 2016*](https://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm)] | | | DEF 14A | | | 001-3761 | | | March 9, 2016 | | | Appendix B | | | | | |

| 10(i) | | | [Texas Instruments 2009 Director Compensation Plan as amended January 19, [removed: 2012](http://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10n_1020.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10n_1020.htm)] | | | 10-K | | | 001-3761 | | | February 23, 2017 | | | 10(n) | | | | | |

| [removed: 10(j)] [added: 10(m)] | | | [Texas Instruments 2018 Director Compensation Plan as amended [removed: December 5, 2019](http://www.sec.gov/Archives/edgar/data/97476/000009747620000009/q42019txnex10k.htm)] [added: April 25, 2024](https://www.sec.gov/Archives/edgar/data/97476/000009747624000030/q22024txnex10a.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-3761 | | | [removed: February 20, 2020] [added: July 24, 2024] | | | [removed: 10(k)] [added: 10(a)] | | | | | |

| [removed: 10(k)] [added: 10(j)] | | | [Form of Non-Qualified Stock Option Award Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm) [Exec](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)[utive](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm) [Officers](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm) [effe](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)[ctive] [added: for Executive Officers effective] as of January 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)] [added: 2024*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)] | | | [added: 10-K] | | | [added: 001-3761] | | | [added: February 2, 2024] | | | [added: 10(k)] | | | [removed: X] | | |

| [removed: 10(l)] [added: 10(k)] | | | [Form of Restricted Stock Unit Award Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm) [Exe](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)[c](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)[utive](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm) [Officers](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm) [effective] [added: for Executive Officers effective] as of [removed: January](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm) [18, 2024](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)] [added: January 18, 2024*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)] | | | [added: 10-K] | | | [added: 001-3761] | | | [added: February 2, 2024] | | | [added: 10(l)] | | | [removed: X] | | |

| 21 | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex21.htm)] | | | | | | | | | | | | | | | X | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex23.htm)] | | | | | | | | | | | | | | | X | | |

| 31(a) | | | [Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex31a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex31a.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/97476/000009747624000007/q42023txnex31b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex31b.htm)] | | | | | | | | | | | | | | | X | | |

| 32(a) | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex32a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex32a.htm)] | | | | | | | | | | | | | | | X | | |

| 32(b) | | | [Section 1350 Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex32b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex32b.htm)] | | | | | | | | | | | | | | | X | | |

| 97 | | | [Texas Instruments Incorporated Recoupment Policy](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex97.htm) | | | [added: 10-K] | | | [added: 001-3761] | | | [added: February 2, 2024] | | | [added: 97] | | | [removed: X] | | |

| | | | By: | | | /s/ | | | Rafael [removed: R.] Lizardi | | |

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

Date: February [removed: 2, 2024][added: 14, 2025]

[added: Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael Lizardi, Julie] Knecht and [removed: Cynthia Hoff Trochu,] [added: Katie Kane,] or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, [removed: 2023,] [added: 2024,] to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the [removed: 2nd] [added: 14th] day of February [removed: 2024.][added: 2025.]

| 10(l) | | | [Texas Instruments 2024 Long-Term Incentive Plan*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097476/000009747624000012/txn-20240312.htm) | | | DEF 14A | | | 001-3761 | | | March 12, 2024 | | | Appendix A | | | | | |

| 19 | | | [Texas Instruments Incorporated Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex19.htm) | | | | | | | | | | | | | | | X | | |

| /s/ Martin Craighead | | | | | | /s/ Reginald DesRoches | | |

| /s/ Curtis Farmer | | | | | | /s/ Jean Hobby | | |

| /s/ Ronald Kirk | | | | | | /s/ Pamela Patsley | | |

| /s/ Robert Sanchez | | | | | | /s/ Richard Templeton | | |

| /s/ Haviv Ilan | | | | | | /s/ Rafael Lizardi | | |

| Haviv Ilan, Director, President and Chief Executive Officer | | | | | | Rafael Lizardi, Senior Vice President and Chief Financial Officer | | |

| | | | | | | | | |

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

Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael R.

Lizardi, Julie C.

| /s/ Martin S. Craighead | | | | | | /s/ Curtis C. Farmer | | |

| /s/ Jean M. Hobby | | | | | | /s/ Ronald Kirk | | |

| /s/ Pamela H. Patsley | | | | | | /s/ Robert E. Sanchez | | |

| /s/ Richard K. Templeton | | | | | | /s/ Haviv Ilan | | |