Texas Instruments 10-Q 2025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 001-03761

TEXAS INSTRUMENTS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

			Delaware						75-0289970
			(State of Incorporation)						(I.R.S. Employer Identification No.)
			12500 TI Boulevard, Dallas, Texas						75243
			(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code 214-479-3773

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00			TXN			The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act												☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

909,137,169

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

July 22, 2025

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

						For Three Months Ended												For Six Months Ended
Consolidated Statements of Income						June 30,												June 30,
(In millions, except per-share amounts)						2025						2024						2025						2024
Revenue						$	4,448					$	3,822					$	8,517					$	7,483
Cost of revenue (COR)						1,873						1,611						3,629						3,177
Gross profit						2,575						2,211						4,888						4,306
Research and development (R&D)						527						498						1,044						976
Selling, general and administrative (SG&A)						485						465						957						920
Restructuring charges/other						—						—						—						(124)
Operating profit						1,563						1,248						2,887						2,534
Other income (expense), net (OI&E)						48						130						128						253
Interest and debt expense						133						131						261						247
Income before income taxes						1,478						1,247						2,754						2,540
Provision for income taxes						183						120						280						308
Net income						$	1,295					$	1,127					$	2,474					$	2,232
Earnings per common share (EPS):
Basic						$	1.42					$	1.23					$	2.71					$	2.44
Diluted						$	1.41					$	1.22					$	2.69					$	2.42
Average shares outstanding:
Basic						908						912						909						911
Diluted						912						919						914						918
A portion of net income is allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents. Diluted EPS is calculated using the following:
Net income						$	1,295					$	1,127					$	2,474					$	2,232
Income allocated to RSUs						(7)						(6)						(13)						(11)
Income allocated to common stock for diluted EPS						$	1,288					$	1,121					$	2,461					$	2,221
See accompanying notes.

						For Three Months Ended												For Six Months Ended
Consolidated Statements of Comprehensive Income						June 30,												June 30,
(In millions)						2025						2024						2025						2024
Net income						$	1,295					$	1,127					$	2,474					$	2,232
Other comprehensive income (loss)
Net actuarial losses of defined benefit plans:
Adjustments, net of tax effect of $4 and ($1); $7 and ($3)						(13)						1						(20)						6
Recognized within net income, net of tax effect of ($1) and ($1); ($2) and ($2)						4						3						6						5
Derivative instruments:
Change in fair value, net of tax effect of $0 and $0; $0 and $0						—						—						—						1
Available-for-sale investments:
Unrealized gains (losses), net of tax effect of $0 and $0; $0 and $2						—						(1)						(2)						(7)
Other comprehensive income (loss), net of taxes						(9)						3						(16)						5
Total comprehensive income						$	1,286					$	1,130					$	2,458					$	2,237
See accompanying notes.

						June 30,						December 31,
Consolidated Balance Sheets						2025						2024
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents						$	3,044					$	3,200
Short-term investments						2,315						4,380
Accounts receivable, net of allowances of ($24) and ($21)						1,934						1,719
Raw materials						402						395
Work in process						2,429						2,214
Finished goods						1,981						1,918

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Overview

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

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

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

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

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

(c) The reach of our market channels that gives access to more customers and more of their design projects, leading to the opportunity to sell more of our products into each design and gives us better insight and knowledge of customer needs.

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

Together, these competitive advantages help position TI in a unique class of companies capable of generating and returning significant amounts of cash for our owners. We make our investments with an eye towards long-term strengthening and leveraging of these advantages.

2.Discipline in allocating capital to the best opportunities. This spans how we select R&D projects, develop new capabilities, invest in manufacturing capacity or how we think about acquisitions and returning cash to our owners.

3.Efficiency, which means constantly striving for more output for every dollar spent.

We believe that our business model with the combined effect of our four competitive advantages sets TI apart from our peers and will for a long time to come. We will invest to strengthen our competitive advantages, be disciplined in capital allocation and stay diligent in our pursuit of efficiencies. Finally, we will remain focused on the belief that long-term growth of free cash flow per share is the ultimate measure to generate value.

Market and business characteristics

Markets for our products

The major markets for our products are industrial, automotive, personal electronics, enterprise systems, communications equipment and other. See our 2024 Form 10-K for more information.

Market cycle

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

Seasonality

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

Manufacturing

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

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

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

Inventory

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

Results of operations

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

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

• When we discuss our results:

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

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

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

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

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

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

Performance summary

Our second quarter revenue was $4.45 billion, net income was $1.30 billion and earnings per share (EPS) were $1.41.

Revenue increased 9% sequentially, led by continued broad recovery in industrial, and 16% from the same quarter a year ago.

Our cash flow from operations of $6.4 billion for the trailing 12 months again underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production. Free cash flow for the same period was $1.8 billion.

Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $4.9 billion in capital expenditures and returned $6.7 billion to shareholders.

Macroeconomic factors

We believe tariffs and geopolitics are disrupting and reshaping global supply chains and affecting customer order behavior. Our global manufacturing capabilities enable us to support our customers’ needs. We also believe the semiconductor cycle recovery is continuing, while customer inventories remain at low levels.

U.S. legislative update

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

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

Revenue of $4.45 billion increased $626 million, or 16%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.

Gross profit of $2.58 billion was up $364 million, or 16%, due to higher revenue. Our gross profit also benefited from reduced manufacturing costs related to increased factory loadings, offset by costs associated with our planned capacity expansions. As a percentage of revenue, gross profit increased to 57.9% from 57.8%.

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

Operating profit was $1.56 billion, or 35.1% of revenue, compared with $1.25 billion, or 32.7% of revenue. This increase was primarily due to higher revenue and associated gross profit.

OI&E was $48 million of income compared with $130 million of income. This decrease was due to lower interest income.

Interest and debt expense of $133 million increased $2 million. See Note 6 to the financial statements.

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

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

Second quarter 2025 segment results

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

Analog (includes Power and Signal Chain product lines)

			Q2 2025						Q2 2024						Change
Revenue			$	3,452					$	2,928					18		%
Operating profit			1,325						1,047						27		%
Operating profit % of revenue			38.4		%				35.8		%

Analog revenue increased in Power and, to a lesser extent, Signal Chain, due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing (includes microcontrollers and processors)

			Q2 2025						Q2 2024						Change
Revenue			$	679					$	615					10		%
Operating profit			85						80						6		%
Operating profit % of revenue			12.5		%				13.0		%

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

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

			Q2 2025						Q2 2024						Change
Revenue			$	317					$	279					14		%
Operating profit			153						121						26		%
Operating profit % of revenue			48.3		%				43.4		%

Other revenue increased $38 million, and operating profit increased $32 million.

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

Revenue of $8.52 billion increased $1.03 billion, or 14%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.

Gross profit of $4.89 billion was up $582 million, or 14%, due to higher revenue. Our gross profit also benefited from reduced manufacturing costs related to increased factory loadings, partially offset by costs associated with our planned capacity expansions. As a percentage of revenue, gross profit decreased to 57.4% from 57.5%.

Operating expenses were $2.00 billion compared with $1.90 billion.

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

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

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

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

Our provision for income taxes was $280 million compared with $308 million. This decrease was due to higher discrete tax benefits of $47 million, primarily related to our non-U.S. operations, partially offset by higher income before income taxes. Our effective tax rate, which includes discrete tax items, was 10% compared with 12%.

Net income was $2.47 billion compared with $2.23 billion. EPS was $2.69 compared with $2.42.

Year-to-date segment results

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

Analog

			YTD 2025						YTD 2024						Change
Revenue			$	6,662					$	5,764					16		%
Operating profit			2,531						2,055						23		%
Operating profit % of revenue			38.0		%				35.7		%

Analog revenue increased in Power and, to a lesser extent, Signal Chain, due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing

			YTD 2025						YTD 2024						Change
Revenue			$	1,326					$	1,267					5		%
Operating profit			125						185						(32)		%
Operating profit % of revenue			9.4		%				14.6		%

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

Other

			YTD 2025						YTD 2024						Change
Revenue			$	529					$	452					17		%
Operating profit *			231						294						(21)		%
Operating profit % of revenue			43.7		%				65.0		%
* Includes Restructuring charges/other

Other revenue increased $77 million, and operating profit decreased $63 million.

Financial condition

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

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

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

Liquidity and capital resources

Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of June 30, 2025, our credit facility was undrawn, and we had no commercial paper outstanding. Cash flows from operating activities for the first six months of 2025 were $2.71 billion, an increase of $121 million from the year-ago period primarily due to higher net income and non-cash items, partially offset by higher cash used for working capital. Cash flows from operating activities for the first six months of 2025 and 2024 includes cash benefits of $203 million and $312 million, respectively, from the CHIPS Act ITC used to reduce income taxes payable.

Investing activities for the first six months of 2025 used $82 million compared with $3.33 billion in the year-ago period. Capital expenditures were $2.43 billion compared with $2.31 billion in the year-ago period and were primarily for semiconductor manufacturing equipment and facilities in both periods. In 2025, we received proceeds of $260 million from CHIPS Act incentives. Short-term investments provided cash of $2.10 billion compared with $1.20 billion of cash used in the year-ago period.

We are now mostly through a six-year elevated capital expenditures cycle, and consistent with our capital management strategy, we are currently evaluating our capital expenditure levels to determine if they will remain at elevated levels in 2026 and beyond, dependent on revenue and growth expectations. For qualifying manufacturing investments, we expect to benefit from the 25% ITC established by the CHIPS Act, as well as 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. The U.S. tax law changes within the OBBBA included an increase to the CHIPS Act ITC from 25% to 35% for qualifying manufacturing investments placed in service after December 31, 2025.

Financing activities for the first six months of 2025 used $2.78 billion compared with $517 million of cash provided in the year-ago period. In 2025, we received net proceeds of $1.20 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $750 million. In the year-ago period, we received net proceeds of $2.98 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $300 million. Dividends paid were $2.47 billion compared with $2.37 billion in the year-ago period, reflecting an increased dividend rate. We used $955 million to repurchase 5.4 million shares of our common stock compared with $74 million to repurchase 0.4 million shares in the year-ago period. Employee exercises of stock options provided cash proceeds of $233 million compared with $313 million in the year-ago period.

We had $3.04 billion of cash and cash equivalents and $2.32 billion of short-term investments as of June 30, 2025. We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and debt-related payments, and other business requirements for at least the next 12 months.

Non-GAAP financial information

This MD&A includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (GAAP). Free cash flow is calculated as cash flows from operating activities (also referred to as cash flow from operations) less capital expenditures, plus proceeds from CHIPS Act incentives.

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

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

			For 12 Months Ended
			June 30,
			2025						2024						Change
Cash flow from operations (GAAP) *			$	6,439					$	6,449					0		%
Capital expenditures			(4,936)						(4,955)
Proceeds from CHIPS Act incentives			260						—
Free cash flow (non-GAAP)			$	1,763					$	1,494					18		%
Revenue			$	16,675					$	16,092
Cash flow from operations as a percentage of revenue (GAAP)			38.6		%				40.1		%
Free cash flow as a percentage of revenue (non-GAAP)			10.6		%				9.3		%

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

An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal proceedings

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

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

Information concerning our risk factors is contained in Item 1A of our Form 10-K for the year ended December 31, 2024, and is incorporated by reference herein.

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

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

ISSUER PURCHASES OF EQUITY SECURITIES

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)						Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1 - 30, 2025						1,645,087						$	155.77					1,645,087						$	19.35		billion
May 1 - 31, 2025						202,679						164.47						202,679						19.31			billion
June 1 - 30, 2025						—						—						—						19.31			billion (b)
Total						1,847,766												1,847,766

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

(b)As of June 30, 2025, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018 and the $15.0 billion authorized in September 2022. No expiration date has been specified for these authorizations.

Designation of Exhibits in This Report						Description of Exhibit
3(a)						Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended (incorporated by reference to Exhibit 3(a) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
3(b)						By-Laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K filed January 26, 2022).
4(a)						Officers’ Certificate, dated May 23, 2025 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed May 23, 2025).
31(a)						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
31(b)						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
32(a)						Certification by Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
32(b)						Certification by Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.†
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† Filed or furnished herewith.

Notice regarding forward-looking statements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Instability in the global credit and financial markets; and

• Impairments of our non-financial assets.

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

SIGNATURE

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

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

Date: July 29, 2025