A Dark Vector Cognition product

Item 1. Financial statements

70K characters. Original on sec.gov · Markdown

Item 1. Financial statements

For Three Months EndedFor Six Months Ended
Consolidated Statements of IncomeJune 30,June 30,
(In millions, except per-share amounts)2026202520262025
Revenue$5,463$4,448$10,288$8,517
Cost of revenue (COR)2,1111,8734,1373,629
Gross profit3,3522,5756,1514,888
Research and development (R&D)5355271,0451,044
Selling, general and administrative (SG&A)490485954957
Acquisition charges17—34—
Operating profit2,3101,5634,1182,887
Other income (expense), net (OI&E)6948116128
Interest and debt expense141133282261
Income before income taxes2,2381,4783,9522,754
Provision for income taxes258183427280
Net income$1,980$1,295$3,525$2,474
Earnings per common share (EPS):
Basic$2.16$1.42$3.85$2.71
Diluted$2.14$1.41$3.82$2.69
Average shares outstanding:
Basic912908911909
Diluted920912917914
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$1,980$1,295$3,525$2,474
Income allocated to RSUs(11)(7)(20)(13)
Income allocated to common stock for diluted EPS$1,969$1,288$3,505$2,461
See accompanying notes.
For Three Months EndedFor Six Months Ended
Consolidated Statements of Comprehensive IncomeJune 30,June 30,
(In millions)2026202520262025
Net income$1,980$1,295$3,525$2,474
Changes in other comprehensive income (loss), net of tax
Net actuarial losses of defined benefit plans:
Adjustments1(13)2(20)
Recognized within net income1416
Prior service cost (credit) of defined benefit plans:
Adjustments——1—
Recognized within net income——1—
Available-for-sale investments and other:
Adjustments(1)—(3)(2)
Other comprehensive income (loss)1(9)2(16)
Total comprehensive income$1,981$1,286$3,527$2,458
See accompanying notes.
June 30,December 31,
Consolidated Balance Sheets20262025
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents$3,660$3,225
Short-term investments3,3411,656
Accounts receivable, net of allowances of ($22) and ($22)2,5201,963
Raw materials467465
Work in process2,4072,372
Finished goods1,7311,967
Inventories4,6054,804
Prepaid expenses and other current assets1,6312,102
Total current assets15,75713,750
Property, plant and equipment at cost17,85617,682
Accumulated depreciation(5,945)(5,362)
Property, plant and equipment11,91112,320
Goodwill4,3304,330
Deferred tax assets1,017967
Capitalized software licenses314238
Overfunded retirement plans316324
Other long-term assets2,2372,656
Total assets$35,882$34,585
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt$1,149$500
Accounts payable680756
Accrued compensation536829
Income taxes payable7067
Accrued expenses and other liabilities8091,007
Total current liabilities3,2443,159
Long-term debt12,90313,548
Underfunded retirement plans123124
Deferred tax liabilities5566
Other long-term liabilities1,5501,415
Total liabilities17,87518,312
Stockholders’ equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued——
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,7411,7411,741
Paid-in capital5,1294,511
Retained earnings53,16152,236
Treasury common stock at cost
Shares: June 30, 2026 – 828; December 31, 2025 – 834(41,941)(42,130)
Accumulated other comprehensive income (loss), net of taxes (AOCI)(83)(85)
Total stockholders’ equity18,00716,273
Total liabilities and stockholders’ equity$35,882$34,585
See accompanying notes.
For Six Months Ended
Consolidated Statements of Cash FlowsJune 30,
(In millions)20262025
Cash flows from operating activities
Net income$3,525$2,474
Adjustments to net income:
Depreciation1,088884
Amortization of capitalized software4241
Stock compensation236245
Gains on sales of assets(13)—
Deferred taxes(66)(137)
Increase (decrease) from changes in:
Accounts receivable(557)(215)
Inventories199(285)
Prepaid expenses and other current assets(7)(16)
Accounts payable and accrued expenses(24)(29)
Accrued compensation(305)(255)
Income taxes payable11661
Changes in funded status of retirement plans7(27)
Other(18)(32)
Cash flows from operating activities4,2232,709
Cash flows from investing activities
Capital expenditures(1,190)(2,428)
Proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives1,104260
Proceeds from asset sales37—
Purchases of short-term investments(3,342)(1,839)
Proceeds from short-term investments1,6793,938
Other(37)(13)
Cash flows from investing activities(1,749)(82)
Cash flows from financing activities
Proceeds from issuance of long-term debt—1,199
Repayment of debt—(750)
Dividends paid(2,586)(2,473)
Stock repurchases(185)(955)
Proceeds from common stock transactions754233
Other(22)(37)
Cash flows from financing activities(2,039)(2,783)
Net change in cash and cash equivalents435(156)
Cash and cash equivalents at beginning of period3,2253,200
Cash and cash equivalents at end of period$3,660$3,044
Supplemental cash flow information
Investment tax credit (ITC) used to reduce income taxes payable$301$203
Proceeds from CHIPS Act incentives1,104260
Total cash benefit related to the CHIPS Act$1,405$463
See accompanying notes.

Notes to financial statements

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

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

  • Analog semiconductors change real-world signals, such as sound, temperature, pressure or light, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors. Analog semiconductors are also used to manage power in all electronic equipment by converting, distributing, storing, discharging, isolating and measuring electrical energy, whether the equipment is plugged into a wall or using a battery. Our Analog segment consists of two major product lines: Power and Signal Chain.

  • Embedded Processing products are the digital “brains” of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application.

We report the results of our remaining business activities in Other. Other includes DLP® products and calculators, which are operating segments that do not meet the quantitative thresholds for individually reportable segments and cannot be aggregated with other operating segments.

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

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

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

Segment information

For Three Months Ended June 30,
20262025
AnalogEmbedded ProcessingOtherTotalAnalogEmbedded ProcessingOtherTotal
Revenue$4,365$788$310$5,463$3,452$679$317$4,448
Cost of revenue1,636380952,1111,3953651131,873
Gross profit2,7294082153,3522,0573142042,575
R&D3881291853538312519527
SG&A3491113049034910432485
Acquisition charges——1717————
Operating profit$1,992$168$150$2,310$1,325$85$153$1,563

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

For Six Months Ended June 30,
20262025
AnalogEmbedded ProcessingOtherTotalAnalogEmbedded ProcessingOtherTotal
Revenue$8,289$1,511$488$10,288$6,662$1,326$529$8,517
Cost of revenue3,2257541584,1372,6917401983,629
Gross profit5,0647573306,1513,9715863314,888
R&D757252361,045752253391,044
SG&A6772156295468820861957
Acquisition charges——3434————
Operating profit$3,630$290$198$4,118$2,531$125$231$2,887

Geographic area information

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

For Three Months EndedFor Six Months Ended
June 30,June 30,
2026202520262025
Revenue:
United States$2,13139%$1,70738%$3,92738%$3,22538%
China1,22322985222,247221,81121
Rest of Asia60611487111,1611192511
Europe, Middle East and Africa (a)1,07520891202,145211,82721
Japan3306295761965707
Rest of world98283218921592
Total revenue$5,463100%$4,448100%$10,288100%$8,517100%

(a)Revenue from end customers headquartered in Germany was 9% and 10% in the second quarters of 2026 and 2025, respectively, and 10% in the first six months of both 2026 and 2025.

  1. Basis of presentation and significant accounting policies and practices

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and on the same basis as the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended June 30, 2026 and 2025, and the Consolidated Balance Sheet as of June 30, 2026, are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of the results of the periods shown. Certain information and note disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Because the consolidated interim financial statements do not include all of the information and notes required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2025. The results for the three- and six-month periods are not necessarily indicative of a full year’s results.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Significant accounting policies and practices

Earnings per share (EPS)

We use the two-class method for calculating EPS because the restricted stock units (RSUs) we grant are participating securities containing nonforfeitable rights to receive dividend equivalents. Under the two-class method, a portion of net income is allocated to RSUs and excluded from the calculation of income allocated to common stock.

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

For Three Months Ended June 30,
20262025
Net IncomeSharesEPSNet IncomeSharesEPS
Basic EPS:
Net income$1,980$1,295
Income allocated to RSUs(11)(7)
Income allocated to common stock$1,969912$2.16$1,288908$1.42
Dilutive effect of stock compensation plans84
Diluted EPS:
Net income$1,980$1,295
Income allocated to RSUs(11)(7)
Income allocated to common stock$1,969920$2.14$1,288912$1.41
For Six Months Ended June 30,
20262025
Net IncomeSharesEPSNet IncomeSharesEPS
Basic EPS:
Net income$3,525$2,474
Income allocated to RSUs(20)(13)
Income allocated to common stock$3,505911$3.85$2,461909$2.71
Dilutive effect of stock compensation plans65
Diluted EPS:
Net income$3,525$2,474
Income allocated to RSUs(20)(13)
Income allocated to common stock$3,505917$3.82$2,461914$2.69

Potentially dilutive securities excluded from the computation of diluted earnings per common share during the second quarter of 2026 were not material. Potentially dilutive securities representing 12 million shares of common stock that were outstanding during the second quarter of 2025, and 3 million and 12 million shares outstanding during the first six months of 2026 and 2025, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.

Derivatives and hedging

We use derivative financial instruments to manage exposure to foreign exchange risk. These instruments are primarily forward foreign currency exchange contracts, which are used as economic hedges to reduce the earnings impact that exchange rate fluctuations may have on our non-U.S. dollar net balance sheet exposures. Gains and losses from changes in the fair value of these forward foreign currency exchange contracts are credited or charged to OI&E. We do not apply hedge accounting to our foreign currency derivative instruments.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

We are exposed to variability in compensation charges related to certain deferred compensation obligations to employees. We use total return swaps to economically hedge this exposure and offset the related compensation expense, recognizing changes in the fair value of the swaps and the related deferred compensation liabilities in SG&A.

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

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

Fair values of financial instruments

The fair values of our derivative financial instruments were not material as of June 30, 2026. Our investments in cash equivalents, short-term investments and certain long-term investments, as well as our deferred compensation liabilities, are carried at fair value. The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. As of June 30, 2026, the carrying value of long-term debt, including the current portion, was $14.05 billion, and the estimated fair value was $13.09 billion. The estimated fair value is measured using broker-dealer quotes, which are Level 2 inputs. See Note 4 for a description of fair value and the definition of Level 2 inputs.

Changes in accounting standards – standards not yet adopted

We are currently evaluating the potential impact of the following Accounting Standards Updates (ASU) on our financial statements and related disclosures. We plan to adopt these ASUs as of their effective dates.

ASUDescriptionEffective for Period Ending
ASU No. 2024-03Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesDecember 31, 2027
ASU No. 2025-06Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use SoftwareMarch 31, 2028
ASU No. 2025-10Government Grants (Topic 832): Accounting for Government Grants Received by Business EntitiesMarch 31, 2029
  1. Income taxes

Provision for income taxes is based on the following:

For Three Months EndedFor Six Months Ended
June 30,June 30,
2026202520262025
Taxes calculated using the estimated annual effective tax rate$309$199$538$365
Discrete tax items(51)(16)(111)(85)
Provision for income taxes$258$183$427$280
Effective tax rate12%12%11%10%

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

  1. Valuation of debt and equity investments and certain liabilities

Investments measured at fair value

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

Our mutual funds hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities. We record changes in the fair value of these mutual funds and the related deferred compensation liabilities in SG&A.

Other investments

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

Details of our investments are as follows:

June 30, 2026December 31, 2025
Cash and Cash EquivalentsShort-Term InvestmentsOther Long-Term AssetsCash and Cash EquivalentsShort-Term InvestmentsOther Long-Term Assets
Measured at fair value:
Money market funds$823$—$—$844$—$—
Corporate obligations5411,013—517522—
U.S. government and agency securities1,6592,032—1,2961,035—
Non-U.S. government and agency securities249296—18499—
Mutual funds——11——11
Total3,2723,341112,8411,65611
Other investments——4——5
Cash on hand388——384——
Total$3,660$3,341$15$3,225$1,656$16

As of June 30, 2026, and December 31, 2025, unrealized gains and losses associated with our debt investments were not material. We did not recognize any credit losses related to debt investments for the first six months of 2026 and 2025.

The following table presents the aggregate maturities of our debt investments as of June 30, 2026:

Fair Value
One year or less$5,202
One to two years588

Proceeds from sales, redemptions and maturities of short-term debt investments were $636 million and $1.13 billion for the second quarters of 2026 and 2025, respectively, and $1.68 billion and $3.94 billion for the first six months of 2026 and 2025, respectively. Gross realized gains and losses from these sales were not material.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Fair-value considerations

We measure and report certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy described below indicates the inputs used to estimate fair-value measurements.

  • Level 1 – Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the measurement date.

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

  • Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment. As of June 30, 2026, and December 31, 2025, we had no Level 3 assets or liabilities.

The following are our assets and liabilities that were accounted for at fair value on a recurring basis. These tables do not include cash on hand, assets held by our postretirement plans, or assets and liabilities that are measured at historical cost or any basis other than fair value.

June 30, 2026December 31, 2025
Level 1Level 2TotalLevel 1Level 2Total
Assets:
Money market funds$823$—$823$844$—$844
Corporate obligations—1,5541,554—1,0391,039
U.S. government and agency securities3,3423493,6911,9323992,331
Non-U.S. government and agency securities—545545—283283
Mutual funds11—1111—11
Total assets$4,176$2,448$6,624$2,787$1,721$4,508
Liabilities:
Deferred compensation$500$—$500$492$—$492
Total liabilities$500$—$500$492$—$492

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

  1. Postretirement benefit plans

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

U.S. Defined BenefitU.S. Retiree Health CareNon-U.S. Defined Benefit
For Three Months Ended June 30,202620252026202520262025
Service cost$1$2$—$1$4$3
Interest cost57331715
Expected return on plan assets(4)(6)(2)(3)(20)(17)
Recognized net actuarial losses (gains)12—(1)(1)1
Amortization of prior service cost (credit)————1—
Net periodic benefit costs (credits)351—12
Settlement losses (gains)23——(1)—
Total, including other postretirement losses (gains)$5$8$1$—$—$2
U.S. Defined BenefitU.S. Retiree Health CareNon-U.S. Defined Benefit
For Six Months Ended June 30,202620252026202520262025
Service cost$3$4$—$1$8$7
Interest cost1113663329
Expected return on plan assets(10)(10)(5)(6)(39)(35)
Recognized net actuarial losses (gains)24—(1)(2)2
Amortization of prior service cost (credit)————2—
Net periodic benefit costs (credits)6111—23
Settlement losses (gains)23——(1)—
Total, including other postretirement losses (gains)$8$14$1$—$1$3
  1. Debt and lines of credit

Short-term borrowings

We maintain a line of credit to provide additional liquidity through bank loans and, if necessary, to support commercial paper borrowings. As of June 30, 2026, the aforementioned line of credit was a variable-rate, revolving credit facility from a consortium of investment-grade banks that allows us to borrow up to $1 billion until March 2027. The interest rate on borrowings under this credit facility, if drawn, is indexed to the applicable Term Secured Overnight Financing Rate (Term SOFR). As of June 30, 2026, our credit facility was undrawn, and we had no commercial paper outstanding.

In June 2026, we entered into a 364-day delayed draw term loan credit facility for borrowings up to $5 billion to support the Silicon Labs acquisition consideration and related transaction expenses. The availability of funding is conditioned on the consummation of the planned acquisition of Silicon Labs. As of June 30, 2026, there were no outstanding borrowings on the delayed draw term loan credit facility.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Long-term debt outstanding is as follows:

June 30,December 31,
20262025
Notes due 2026 at 1.125%$500$500
Notes due 2027 at 4.60%650650
Notes due 2027 at 2.90%500500
Notes due 2028 at 4.60%700700
Notes due 2029 at 4.60%650650
Notes due 2029 at 2.25%750750
Notes due 2030 at 1.75%750750
Notes due 2030 at 4.50%550550
Notes due 2031 at 1.90%500500
Notes due 2032 at 3.65%400400
Notes due 2033 at 4.90%950950
Notes due 2034 at 4.85%600600
Notes due 2035 at 5.10%650650
Notes due 2039 at 3.875%750750
Notes due 2048 at 4.15%1,5001,500
Notes due 2051 at 2.70%500500
Notes due 2052 at 4.10%300300
Notes due 2053 at 5.00%650650
Notes due 2054 at 5.15%750750
Notes due 2063 at 5.05%1,5501,550
Total debt14,15014,150
Net unamortized discounts, premiums and issuance costs(98)(102)
Total debt, including net unamortized discounts, premiums and issuance costs14,05214,048
Current portion of long-term debt(1,149)(500)
Long-term debt$12,903$13,548

Interest and debt expense was $141 million and $133 million for the second quarters of 2026 and 2025, respectively, and $282 million and $261 million for the first six months of 2026 and 2025, respectively. This is inclusive of amortized discounts, premiums and issuance and other related costs. Capitalized interest was $3 million and $2 million for the second quarters of 2026 and 2025, respectively, and $6 million for the first six months of both 2026 and 2025.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

  1. Stockholders’ equity

Changes in equity are as follows:

Common StockPaid-in CapitalRetained EarningsTreasury Common StockAOCI
Balance, December 31, 2025$1,741$4,511$52,236$(42,130)$(85)
2026
Net income——1,545——
Dividends declared and paid ($1.42 per share)——(1,291)——
Common stock issued for stock-based awards—105—204—
Stock repurchases———(158)—
Stock compensation—109———
Other comprehensive income (loss), net of taxes————1
Dividend equivalents on RSUs——(8)——
Other—(3)1——
Balance, March 31, 20261,7414,72252,483(42,084)(84)
Net income——1,980——
Dividends declared and paid ($1.42 per share)——(1,295)——
Common stock issued for stock-based awards—279—166—
Stock repurchases———(23)—
Stock compensation—127———
Other comprehensive income (loss), net of taxes————1
Dividend equivalents on RSUs——(7)——
Other—1———
Balance, June 30, 2026$1,741$5,129$53,161$(41,941)$(83)

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Common StockPaid-in CapitalRetained EarningsTreasury Common StockAOCI
Balance, December 31, 2024$1,741$3,935$52,262$(40,895)$(140)
2025
Net income——1,179——
Dividends declared and paid ($1.36 per share)——(1,238)——
Common stock issued for stock-based awards—8—110—
Stock repurchases———(657)—
Stock compensation—116———
Other comprehensive income (loss), net of taxes————(7)
Dividend equivalents on RSUs——(7)——
Other—(1)———
Balance, March 31, 20251,7414,05852,196(41,442)(147)
Net income——1,295——
Dividends declared and paid ($1.36 per share)——(1,235)——
Common stock issued for stock-based awards—59—56—
Stock repurchases———(290)—
Stock compensation—129———
Other comprehensive income (loss), net of taxes————(9)
Dividend equivalents on RSUs——(7)——
Other—(1)———
Balance, June 30, 2025$1,741$4,245$52,249$(41,676)$(156)
  1. Contingencies

Indemnification guarantees

We routinely sell products with an intellectual property indemnification included in the terms of sale. Historically, we have had only minimal, infrequent losses associated with these indemnities. Consequently, we cannot reasonably estimate any future liabilities that may result.

Warranty costs/product liabilities

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

General

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

  1. Supplemental financial information

Acquisition of Silicon Labs

As announced on February 4, 2026, we have entered into a definitive agreement to acquire Silicon Labs for $231.00 per share in an all-cash transaction, representing a total enterprise value of approximately $7.5 billion. Under the terms of the agreement, Silicon Labs stockholders will receive $231.00 in cash for each share of Silicon Labs common stock they hold at the time of closing, which is expected in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions. We expect to fund the transaction with a combination of cash on hand and debt financing. During the second quarter and first six months of 2026, we incurred $17 million and $34 million of acquisition charges, respectively.

Prepaid expenses and other current assets
June 30,December 31,
20262025
CHIPS Act incentives$1,005$1,709
Other626393
Total$1,631$2,102
Other long-term assets
June 30,December 31,
20262025
CHIPS Act incentives$1,158$1,639
Other1,0791,017
Total$2,237$2,656

Details on amounts reclassified out of accumulated other comprehensive income (loss), net of taxes, to net income

Our Consolidated Statements of Comprehensive Income include items that have been recognized within net income during the second quarters of 2026 and 2025. The table below details where these transactions are recorded in our Consolidated Statements of Income.

For Three Months EndedFor Six Months EndedImpact to Related Statement of Income Lines
June 30,June 30,
2026202520262025
Net actuarial losses of defined benefit plans:
Recognized net actuarial losses and settlement losses (a)$1$5$1$8Decrease (increase) to OI&E
Tax effect—(1)—(2)(Decrease) increase to provision for income taxes
Recognized within net income, net of taxes$1$4$1$6Decrease (increase) to net income
Prior service cost (credit) of defined benefit plans:
Amortization of prior service cost (credit) (a)$1$—$2$—Decrease (increase) to OI&E
Tax effect(1)—(1)—(Decrease) increase to provision for income taxes
Recognized within net income, net of taxes$—$—$1$—Decrease (increase) to net income

(a)Detailed in Note 5

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Effect on shares outstanding and treasury shares

The following table reflects the changes in treasury shares:

2026
Balance, January 1834
Repurchases1
Shares issued for stock compensation(4)
Balance, March 31831
Repurchases—
Shares issued for stock compensation(3)
Balance, June 30828

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