Filed Pursuant to Rule 424(b)(2)
Registration No. 333-262523
PROSPECTUS SUPPLEMENT
(To Prospectus Dated
February 4, 2022)
$1,600,000,000
$200,000,000 4.600% Notes due 2028
$200,000,000 4.900% Notes due 2033
$1,200,000,000 5.050% Notes due 2063
Texas Instruments Incorporated is
offering $200,000,000 aggregate principal amount of its 4.600% Notes due 2028 (the 2028 Notes), $200,000,000 aggregate principal amount of its 4.900% Notes due 2033 (the 2033 Notes) and $1,200,000,000 aggregate principal
amount of its 5.050% Notes due 2063 (the 2063 Notes, and together with the 2028 Notes and the 2033 Notes, the Notes), which will bear interest at the applicable rate per year for each series as set forth above. The 2028 Notes
will be a further issuance of, and will form a single series with, the $500,000,000 aggregate principal amount of 4.600% Notes due 2028 issued on November 18, 2022 (the Existing 2028 Notes). The 2033 Notes will be a further issuance
of, and will form a single series with, the $750,000,000 aggregate principal amount of 4.900% Notes due 2033 issued on March 14, 2023 (the Existing 2033 Notes). The 2028 Notes and the 2033 Notes offered hereby will have the same
terms (other than issue date, price to public and, in the case of the 2028 Notes, initial interest payment date) and will vote together as a single class, with the same CUSIP number as, and be fungible with, the Existing 2028 Notes and the Existing
2033 Notes, respectively. Upon completion of this offering, we will have $700,000,000 aggregate principal amount of outstanding 2028 Notes and $950,000,000 aggregate principal amount of outstanding 2033 Notes. Interest on the 2028 Notes will be
payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. Interest on the 2033 Notes will be payable semi-annually in arrears on March 14 and September 14 of each year,
beginning on September 14, 2023. Interest on the 2063 Notes will be payable semi-annually in arrears on May 18 and November 18 of each year, beginning on November 18, 2023.
The 2028 Notes will mature on February 15, 2028, the 2033 Notes will mature on March 14, 2033 and the 2063 Notes will mature on May 18, 2063.
We may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices indicated under the caption Description of
the NotesOptional Redemption.
The Notes will be our unsecured senior obligations and will rank equally with all of our other existing and
future unsecured and unsubordinated indebtedness from time to time outstanding.
Investing in the Notes
involves risks. See Risk Factors beginning on page S-5.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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Per 2028 Note |
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2028 Notes Total |
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Per 2033 Note |
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2033 Notes Total |
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Per 2063 Note |
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2063 Notes Total |
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Notes Total |
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Public offering price(1) (2) |
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102.404 |
% |
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$ |
204,808,000 |
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103.751 |
% |
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$ |
207,502,000 |
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99.167 |
% |
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$ |
1,190,004,000 |
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$ |
1,602,314,000 |
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Underwriting discounts |
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0.300 |
% |
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$ |
600,000 |
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0.350 |
% |
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$ |
700,000 |
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0.600 |
% |
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$ |
7,200,000 |
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$ |
8,500,000 |
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Proceeds to us, before expenses |
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102.104 |
% |
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$ |
204,208,000 |
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103.401 |
% |
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$ |
206,802,000 |
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98.567 |
% |
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$ |
1,182,804,000 |
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$ |
1,593,814,000 |
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(1) |
In the case of the 2028 Notes, plus accrued interest from February 15, 2023. |
(2) |
In the case of the 2033 Notes, plus accrued interest from March 14, 2023. |
Interest on the 2028 Notes offered hereby will accrue from, and including, February 15, 2023 to, but excluding, the date of delivery. Interest on the 2033
Notes offered hereby will accrue from, and including, March 14, 2023 to, but excluding, the date of delivery. Interest on the 2063 Notes will accrue from May 18, 2023 to the date of delivery.
The underwriters expect to deliver the Notes to purchasers only in book-entry form through the facilities of The Depository Trust Company and its participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., on or about May 18, 2023, which is the fifth business day following the date of this prospectus supplement. See Underwriting.
Joint Book-Running Managers
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J.P. Morgan |
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Morgan Stanley |
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US Bancorp |
May 11, 2023