What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-07-27 compared with 2022-04-27 · 55 added, 4 removed, 9 unchanged (87% of the section changed)

4 unchanged sentences

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)

January 1, 2022 through January 31, 2022 825,670 $ 178.96 576,617 $ 10.00 billion

February 1, 2022 through February 28, 2022 1,648,091 168.70 1,648,091 9.72 billion

March 1, 2022 through March 31, 2022 1,184,279 171.21 1,184,279 9.52 billion

April 1, 2022 through April 30, 2022 321,257 $ 171.86 321,257 $ 9.46 billion

May 1, 2022 through May 31, 2022 2,769,034 169.57 2,764,737 8.99 billion

June 1, 2022 through June 30, 2022 4,723,935 157.07 4,723,935 8.25 billion

Total 7,814,226 (b) $ 162.11 (b) 7,809,929 $ 8.25 billion (c)

1 unchanged sentence

(b) In addition to open-market purchases, 4,297 shares of common stock were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

(c) As of March 31, 2022, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018.

(c) As of June 30, 2022, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018.

No expiration date has been specified for this authorization.

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).

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.†

101.ins XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

101.def XBRL Taxonomy Extension Definition Linkbase Document.†

101.sch XBRL Taxonomy Extension Schema Document.†

101.cal XBRL Taxonomy Extension Calculation Linkbase Document.†

101.lab XBRL Taxonomy Extension Label Linkbase Document.†

101.pre XBRL Taxonomy Extension Presentation Linkbase Document.†

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).†

† 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:

• The duration and scope of the COVID-19 pandemic, government and other third-party responses to it and the consequences for the global economy, including to our business and the businesses of our suppliers, customers and distributors;

• 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, vendors 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 raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

• 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;

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

• 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.

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

/s/ Rafael R.

Lizardi, Senior Vice President and Chief Financial Officer

July 27, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities