FALSE0000097476October 22, 202400000974762024-10-222024-10-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K 

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 22, 2024
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 001-03761 75-0289970
(State or other jurisdiction
of incorporation)		 (Commission
file number)		 (I.R.S. employer
identification no.)
12500 TI Boulevard
Dallas, Texas 75243
(Address of principal executive offices)
Registrant’s telephone number, including area code: (214) 479-3773
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.  ☐



ITEM 2.02.  Results of Operations and Financial Condition
 
The Registrant’s news release dated October 22, 2024, regarding its third-quarter results of operations and financial condition is attached hereto as Exhibit 99.
The attached news release includes references to the following financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (non-GAAP measures): free cash flow and ratios based on free cash flow. The company believes these non-GAAP measures provide insight into its liquidity, cash generating capability and the amount of cash potentially available to return to shareholders, as well as insight into its financial performance. These non-GAAP measures are supplemental to the comparable GAAP measures. Reconciliation to the most directly comparable GAAP measures is included in the “Non-GAAP financial information” section of the news release.
ITEM 9.01. Exhibits
Designation
of Exhibit
in this
Report		Description of Exhibit
99
Dated October 22, 2024 (furnished pursuant to Item 2.02)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
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 hereunto duly authorized.
 
  TEXAS INSTRUMENTS INCORPORATED
     
Date: October 22, 2024
 By: /s/ Rafael R. Lizardi
    Rafael R. Lizardi
    Senior Vice President and
    Chief Financial Officer


Exhibit 99
TI reports third quarter 2024 financial results and shareholder returns
Conference call on TI website at 3:30 p.m. Central time today
www.ti.com/ir
DALLAS (Oct. 22, 2024) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported third quarter revenue of $4.15 billion, net income of $1.36 billion and earnings per share of $1.47. Earnings per share included a 3-cent benefit for items that were not in the company's original guidance.
Regarding the company's performance and returns to shareholders, Haviv Ilan, TI's president and CEO, made the following comments:
•"Revenue decreased 8% from the same quarter a year ago and increased 9% sequentially. Industrial continued to decline sequentially, while all other end markets grew.
•"Our cash flow from operations of $6.2 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 $1.5 billion.
•"Over the past 12 months we invested $3.7 billion in R&D and SG&A, invested $4.8 billion in capital expenditures and returned $5.2 billion to owners.
•"TI's fourth quarter outlook is for revenue in the range of $3.70 billion to $4.00 billion and earnings per share between $1.07 and $1.29. We continue to expect our fourth quarter effective tax rate to be about 13%."
1




Free cash flow, a non-GAAP financial measure, is cash flow from operations less capital expenditures.
Earnings summary
(In millions, except per-share amounts)Q3 2024Q3 2023Change
Revenue$4,151 $4,532 (8)%
Operating profit$1,554 $1,892 (18)%
Net income$1,362 $1,709 (20)%
Earnings per share$1.47 $1.85 (21)%
Cash generation
 Trailing 12 Months
(In millions)Q3 2024Q3 2024Q3 2023Change
Cash flow from operations$1,732 $6,244 $6,538 (4)%
Capital expenditures$1,316 $4,776 $4,890 (2)%
Free cash flow$416 $1,468 $1,648 (11)%
Free cash flow % of revenue 9.3 %9.1 % 
Cash return
 Trailing 12 Months
(In millions)Q3 2024Q3 2024Q3 2023Change
Dividends paid$1,187 $4,736 $4,499 5 %
Stock repurchases$318 $457 $1,076 (58)%
Total cash returned$1,505 $5,193 $5,575 (7)%

2

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of IncomeFor Three Months Ended
September 30,
(In millions, except per-share amounts)20242023
Revenue$4,151 $4,532 
Cost of revenue (COR)1,677 1,717 
Gross profit2,474 2,815 
Research and development (R&D)492 471 
Selling, general and administrative (SG&A)428 452 
Operating profit1,554 1,892 
Other income (expense), net (OI&E)131 128 
Interest and debt expense131 98 
Income before income taxes1,554 1,922 
Provision for income taxes192 213 
Net income$1,362 $1,709 
Diluted earnings per common share$1.47 $1.85 
Average shares outstanding:  
Basic913 908 
Diluted920 916 
Cash dividends declared per common share$1.30 $1.24 
Supplemental Information
(Quarterly, except as noted)
Provision for income taxes is based on the following: 
Operating taxes (calculated using the estimated annual effective tax rate)$227 $229 
Discrete tax items(35)(16)
Provision for income taxes (effective taxes)$192 $213 
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$1,362 $1,709 
Income allocated to RSUs(7)(10)
Income allocated to common stock for diluted EPS$1,355 $1,699 
3

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Balance SheetsSeptember 30,
(In millions, except par value)20242023
Assets  
Current assets:  
Cash and cash equivalents$2,589 $2,566 
Short-term investments6,163 6,382 
Accounts receivable, net of allowances of ($23) and ($15) 1,862 1,976 
Raw materials393 401 
Work in process2,081 2,147 
Finished goods1,822 1,360 
Inventories4,296 3,908 
Prepaid expenses and other current assets962 265 
Total current assets15,872 15,097 
Property, plant and equipment at cost15,464 12,528 
Accumulated depreciation(3,662)(3,208)
Property, plant and equipment11,802 9,320 
Goodwill4,362 4,362 
Deferred tax assets941 632 
Capitalized software licenses229 138 
Overfunded retirement plans184 166 
Other long-term assets1,931 1,923 
Total assets$35,321 $31,638 
Liabilities and stockholders' equity  
Current liabilities:  
Current portion of long-term debt$1,049 $300 
Accounts payable794 713 
Accrued compensation721 707 
Income taxes payable108 108 
Accrued expenses and other liabilities1,014 824 
Total current liabilities3,686 2,652 
Long-term debt12,844 10,922 
Underfunded retirement plans117 141 
Deferred tax liabilities54 66 
Other long-term liabilities1,352 1,226 
Total liabilities18,053 15,007 
Stockholders' equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued— — 
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,7411,741 1,741 
Paid-in capital3,813 3,280 
Retained earnings52,304 52,098 
Treasury common stock at cost
Shares: September 30, 2024 – 829; September 30, 2023 – 833(40,395)(40,253)
Accumulated other comprehensive income (loss), net of taxes (AOCI)(195)(235)
Total stockholders' equity17,268 16,631 
Total liabilities and stockholders' equity$35,321 $31,638 
4

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash FlowsFor Three Months Ended
September 30,
(In millions)20242023
Cash flows from operating activities  
Net income$1,362 $1,709 
Adjustments to net income:
Depreciation383 303 
Amortization of capitalized software19 17 
Stock compensation87 79 
Deferred taxes(33)(99)
Increase (decrease) from changes in:
Accounts receivable(151)(20)
Inventories(190)(179)
Prepaid expenses and other current assets(23)28 
Accounts payable and accrued expenses13 27 
Accrued compensation149 145 
Income taxes payable155 (7)
Changes in funded status of retirement plans(24)26 
Other(15)(92)
Cash flows from operating activities1,732 1,937 
Cash flows from investing activities  
Capital expenditures(1,316)(1,495)
Proceeds from asset sales— 1 
Purchases of short-term investments(1,845)(3,080)
Proceeds from short-term investments2,700 2,885 
Other(26)(5)
Cash flows from investing activities(487)(1,694)
Cash flows from financing activities  
Dividends paid(1,187)(1,126)
Stock repurchases(318)(46)
Proceeds from common stock transactions117 68 
Other(8)(12)
Cash flows from financing activities(1,396)(1,116)
Net change in cash and cash equivalents(151)(873)
Cash and cash equivalents at beginning of period2,740 3,439 
Cash and cash equivalents at end of period$2,589 $2,566 
Supplemental cash flow information
Investment tax credit (ITC) used to reduce income taxes payable$220 $— 
Total cash benefit related to the U.S. CHIPS and Science Act$220 $— 
5

Segment results
(In millions)Q3 2024Q3 2023Change
Analog:   
Revenue$3,223 $3,353 (4)%
Operating profit$1,316 $1,504 (13)%
Embedded Processing:
Revenue$653 $890 (27)%
Operating profit$109 $258 (58)%
Other:
Revenue$275 $289 (5)%
Operating profit*$129 $130 (1)%
* Includes restructuring charges/other.


 
6

Non-GAAP financial information
This release includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with GAAP. Free cash flow was calculated by subtracting capital expenditures from the most directly comparable GAAP measure, cash flows from operating activities (also referred to as cash flow from operations).
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
September 30,
(In millions)20242023Change
Cash flow from operations (GAAP)*$6,244 $6,538 (4)%
Capital expenditures(4,776)(4,890)
Free cash flow (non-GAAP)$1,468 $1,648 (11)%
Revenue$15,711 $18,112  
Cash flow from operations as a percentage of revenue (GAAP)39.7 %36.1 % 
Free cash flow as a percentage of revenue (non-GAAP)9.3 %9.1 % 
* Includes a cash benefit of $532 million from the U.S. CHIPS and Science Act ITC used to reduce income taxes payable for the twelve months ended September 30, 2024.
This release also includes references to operating taxes, a non-GAAP term we use to describe taxes calculated using the estimated annual effective tax rate, a GAAP measure that by definition does not include discrete tax items. We believe the term operating taxes helps to differentiate from effective taxes, which include discrete tax items.
7

Notice regarding forward-looking statements
This release 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 TI's most recent Form 10-K. The forward-looking statements included in this release are made only as of the date of this release, 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.
8

About Texas Instruments
Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures and sells analog and embedded processing chips for markets such as industrial, automotive, personal electronics, communications equipment and enterprise systems. At our core, we have a passion to create a better world by making electronics more affordable through semiconductors. This passion is alive today as each generation of innovation builds upon the last to make our technology more reliable, more affordable and lower power, making it possible for semiconductors to go into electronics everywhere. Learn more at TI.com.
9
v3.24.3
Cover
Oct. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 22, 2024
Entity Registrant Name TEXAS INSTRUMENTS INCORPORATED
Entity Incorporation, State or Country Code DE
Entity File Number 001-03761
Entity Tax Identification Number 75-0289970
Entity Address, Address Line One 12500 TI Boulevard
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75243
City Area Code 214
Local Phone Number 479-3773
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $1.00
Trading Symbol TXN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000097476
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