What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-04-24 · 136 added, 41 removed, 381 unchanged (32% of the section changed)

Financial statements

For Three Months Ended

Consolidated Statements of Income March 31,

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

23 unchanged sentences

See accompanying notes.

For Three Months Ended

Consolidated Statements of Comprehensive Income March 31,

For Three Months Ended For Six Months Ended

Consolidated Statements of Comprehensive Income June 30, June 30,

(In millions) 2025 2024 2025 2024

3 unchanged sentences

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 )

Derivative instruments:

2 unchanged sentences

Unrealized gains (losses), net of tax effect of $ 0 and $ 0 ;

— ( 1 ) ( 2 ) ( 7 )

Other comprehensive income (loss), net of taxes ( 9 ) 3 ( 16 ) 5

1 unchanged sentence

See accompanying notes.

March 31, December 31,

June 30, December 31,

Consolidated Balance Sheets 2025 2024

41 unchanged sentences

Treasury common stock at cost

March 31, 2025 – 832 ;

June 30, 2025 – 832 ;

December 31, 2024 – 830

4 unchanged sentences

See accompanying notes.

For Three Months Ended

Consolidated Statements of Cash Flows March 31,

For Six Months Ended

Consolidated Statements of Cash Flows June 30,

(In millions) 2025 2024

65 unchanged sentences

Segment information

For Three Months Ended March 31, 2025

For Three Months Ended June 30, 2025

Analog Embedded Processing Other Total

6 unchanged sentences

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

For Three Months Ended March 31, 2024

For Three Months Ended June 30, 2024

Analog Embedded Processing Other Total

4 unchanged sentences

Selling, general and administrative 328 100 37 465

Operating profit $ 1,047 $ 80 $ 121 $ 1,248

For Six Months Ended June 30, 2025

Analog Embedded Processing Other Total

Revenue $ 6,662 $ 1,326 $ 529 $ 8,517

Cost of revenue 2,691 740 198 3,629

Gross profit 3,971 586 331 4,888

Research and development 752 253 39 1,044

Selling, general and administrative 688 208 61 957

Operating profit $ 2,531 $ 125 $ 231 $ 2,887

For Six Months Ended June 30, 2024

Analog Embedded Processing Other Total

Revenue $ 5,764 $ 1,267 $ 452 $ 7,483

Cost of revenue 2,347 653 177 3,177

Gross profit 3,417 614 275 4,306

Research and development 709 231 36 976

Selling, general and administrative 653 198 69 920

Restructuring charges/other — — ( 124 ) ( 124 )

Operating profit $ 2,055 $ 185 $ 294 $ 2,534

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 Ended

For Three Months Ended For Six Months Ended

June 30, June 30,

2025 2024 2025 2024

United States $ 1,707 38 % $ 1,408 37 % $ 3,225 38 % $ 2,696 36 %

5 unchanged sentences

Total revenue $ 4,448 100 % $ 3,822 100 % $ 8,517 100 % $ 7,483 100 %

(a) Revenue from end customers headquartered in Germany was 11 % and 13 % in the first quarters of 2025 and 2024, respectively .

(a) Revenue from end customers headquartered in Germany was 10 % and 11 % in the second quarters of 2025 and 2024, respectively, and 10 % and 12 % in the first six months of 2025 and 2024, respectively.

Basis of presentation and significant accounting policies and practices

1 unchanged sentence

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, 2024.

The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended March 31, 2025 and 2024, and the Consolidated Balance Sheet as of March 31, 2025, 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.

The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended June 30, 2025 and 2024, and the Consolidated Balance Sheet as of June 30, 2025, 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.

1 unchanged sentence

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, 2024.

The results for the three-month periods are not necessarily indicative of a full year’s results.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

The results for the three- and six-month periods are not necessarily indicative of a full year’s results.

Significant accounting policies and practices

2 unchanged sentences

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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

For Three Months Ended March 31,

For Three Months Ended June 30,

Net Income Shares EPS Net Income Shares EPS

6 unchanged sentences

Income allocated to common stock $ 1,288 912 $ 1.41 $ 1,121 919 $ 1.22

Potentially dilutive securities representing 10 million and 14 million shares of common stock that were outstanding during the first quarters of 2025 and 2024, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.

For Six Months Ended June 30,

Net Income Shares EPS Net Income Shares EPS

Net income $ 2,474 $ 2,232

Income allocated to RSUs ( 13 ) ( 11 )

Income allocated to common stock $ 2,461 909 $ 2.71 $ 2,221 911 $ 2.44

Dilutive effect of stock compensation plans 5 7

Net income $ 2,474 $ 2,232

Income allocated to RSUs ( 13 ) ( 11 )

Income allocated to common stock $ 2,461 914 $ 2.69 $ 2,221 918 $ 2.42

Potentially dilutive securities representing 12 million and 8 million shares of common stock that were outstanding during the second quarters of 2025 and 2024, respectively, and 12 million and 11 million shares outstanding during the first six months of 2025 and 2024, 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

7 unchanged sentences

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

The results of these derivative transactions were not material.

1 unchanged sentence

Fair values of financial instruments

The fair values of our derivative financial instruments were not material as of March 31, 2025.

The fair values of our derivative financial instruments were not material as of June 30, 2025.

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 March 31, 2025, the carrying value of long-term debt was $ 12.85 billion, and the estimated fair value was $ 11.89 billion.

As of June 30, 2025, the carrying value of long-term debt was $ 14.04 billion, and the estimated fair value was $ 13.15 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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Changes in accounting standards – standards not yet adopted

ASU 2023-09, Improvements to Income Tax Disclosures

This standard requires disaggregated income tax disclosures on effective tax rate reconciliations and income taxes paid.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

As a result of adopting this guidance, certain of our income tax disclosures will be expanded.

ASU 2024-03, Disaggregation of Income Statement Expenses

This standard requires disaggregated disclosures of certain expense captions into specified categories in the notes to the financial statements.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026.

We are currently evaluating the potential impact of this standard on our financial statement disclosures.

Provision for income taxes is based on the following:

For Three Months Ended

For Three Months Ended For Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Taxes calculated using the estimated annual effective tax rate $ 199 $ 170 $ 365 $ 346

5 unchanged sentences

tax benefits.

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 Act investment tax credit and changing other tax provisions.

The effects of the new law are not reflected in the consolidated financial statements as of and for the period ended June 30, 2025 because the legislation was enacted in July.

We are currently evaluating the effect of the legislation on our financial statements.

Valuation of debt and equity investments and certain liabilities

4 unchanged sentences

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Our mutual funds hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities.

6 unchanged sentences

Gains and losses on nonmarketable investments are recognized in OI&E.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Details of our investments are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash and Cash Equivalents Short-Term Investments Long-Term Investments

12 unchanged sentences

Total $ 3,044 $ 2,315 $ 17 $ 3,200 $ 4,380 $ 23

As of March 31, 2025, and December 31, 2024, unrealized gains and losses associated with our debt investments were not material.

We did no t recognize any credit losses related to debt investments for the first three months of 2025 and 2024.

The following table presents the aggregate maturities of our debt investments as of March 31, 2025:

As of June 30, 2025, and December 31, 2024, unrealized gains and losses associated with our debt investments were not material.

We did no t recognize any credit losses related to debt investments for the first six months of 2025 and 2024.

The following table presents the aggregate maturities of our debt investments as of June 30, 2025:

One year or less $ 3,750

One to two years 550

Proceeds from sales, redemptions and maturities of short-term debt investments were $ 2.81 billion and $ 2.63 billion for the first quarters of 2025 and 2024, respectively.

Proceeds from sales, redemptions and maturities of short-term debt investments were $ 1.13 billion and $ 3.13 billion for the second quarters of 2025 and 2024, respectively, and $ 3.94 billion and $ 5.76 billion for the first six months of 2025 and 2024, respectively.

Gross realized gains and losses from these sales were not material.

2 unchanged sentences

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.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

The three-level hierarchy described below indicates the inputs used to estimate fair-value measurements.

3 unchanged sentences

We utilize a third-party data service to provide Level 2 valuations, and we verify these valuations for reasonableness.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

• Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment.

As of March 31, 2025, and December 31, 2024, we had no Level 3 assets or liabilities.

As of June 30, 2025, and December 31, 2024, 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.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Level 1 Level 2 Total Level 1 Level 2 Total

7 unchanged sentences

Total liabilities $ 445 $ — $ 445 $ 443 $ — $ 443

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Postretirement benefit plans

3 unchanged sentences

Defined Benefit

For Three Months Ended March 31, 2025 2024 2025 2024 2025 2024

For Three Months Ended June 30, 2025 2024 2025 2024 2025 2024

Service cost $ 2 $ 2 $ 1 $ 1 $ 3 $ 4

3 unchanged sentences

Net periodic benefit costs (credits) 5 4 — ( 2 ) 2 1

Settlement losses 3 — — — — —

Total, including other postretirement losses (gains) $ 8 $ 4 $ — $ ( 2 ) $ 2 $ 1

Defined Benefit U.S.

Retiree Health Care Non-U.S.

Defined Benefit

For Six Months Ended June 30, 2025 2024 2025 2024 2025 2024

Service cost $ 4 $ 4 $ 1 $ 1 $ 7 $ 8

Interest cost 13 12 6 6 29 27

Expected return on plan assets ( 10 ) ( 11 ) ( 6 ) ( 9 ) ( 35 ) ( 38 )

Recognized net actuarial losses (gains) 4 2 ( 1 ) ( 1 ) 2 6

Net periodic benefit costs (credits) 11 7 — ( 3 ) 3 3

Settlement losses 3 — — — — —

Total, including other postretirement losses (gains) $ 14 $ 7 $ — $ ( 3 ) $ 3 $ 3

Debt and lines of credit

1 unchanged sentence

We maintain a line of credit to provide additional liquidity through bank loans and, if necessary, to support commercial paper borrowings.

As of March 31, 2025, 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 2026.

As of June 30, 2025, 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 2026.

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 March 31, 2025, our credit facility was undrawn, and we had no commercial paper outstanding.

As of June 30, 2025, our credit facility was undrawn, and we had no commercial paper outstanding.

Long-term debt

In May 2025, we issued two series of senior unsecured notes for an aggregate principal amount of $ 1.20 billion, consisting of $ 550 million of 4.50 % notes due in 2030 and $ 650 million of 5.10 % notes due in 2035.

We incurred $ 6 million of issuance and other related costs.

The proceeds of the offering were $ 1.20 billion, net of the original issuance discounts, which will be used for general corporate purposes.

In March 2025, we retired $ 750 million of maturing debt.

1 unchanged sentence

Long-term debt outstanding is as follows:

March 31, December 31,

June 30, December 31,

Notes due 2025 at 1.375 %

17 unchanged sentences

Notes due 2053 at 5.00 %

Notes due 2054 at 5.15 %

Notes due 2063 at 5.05 %

Total debt 14,150 13,700

3 unchanged sentences

Long-term debt $ 14,043 $ 12,846

Interest and debt expense was $ 128 million and $ 116 million for the first quarters of 2025 and 2024, respectively.

Interest and debt expense was $ 133 million and $ 131 million for the second quarters of 2025 and 2024, respectively, and $ 261 million and $ 247 million for the first six months of 2025 and 2024, respectively.

This was net of the amortized discounts, premiums and issuance and other related costs.

Capitalized interest was $ 4 million and $ 6 million for the first quarters of 2025 and 2024, respectively.

Capitalized interest was $ 2 million and $ 5 million for the second quarters of 2025 and 2024, respectively, and $ 6 million and $ 11 million for the first six months of 2025 and 2024, respectively.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

13 unchanged sentences

Balance, March 31, 2025 1,741 4,058 52,196 ( 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 )

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Common Stock Paid-in Capital Retained Earnings Treasury Common Stock AOCI

10 unchanged sentences

Balance, March 31, 2024 1,741 3,439 52,199 ( 40,193 ) ( 203 )

Net income — — 1,127 — —

Dividends declared and paid ($ 1.30 per share)

— — ( 1,185 ) — —

Common stock issued for stock-based awards — 111 — 137 —

Stock repurchases — — — ( 72 ) —

Stock compensation — 116 — — —

Other comprehensive income (loss), net of taxes — — — — 3

Dividend equivalents on RSUs — — ( 6 ) — —

Balance, June 30, 2024 $ 1,741 $ 3,666 $ 52,135 $ ( 40,128 ) $ ( 200 )

Contingencies

10 unchanged sentences

During the periods presented, there have been no material accruals or payments regarding product warranty or product liability.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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

Supplemental financial information

Prepaid expenses and other current assets

March 31, December 31,

June 30, December 31,

CHIPS Act incentives $ 2,025 $ 904

2 unchanged sentences

Other long-term assets

March 31, December 31,

June 30, December 31,

CHIPS Act incentives $ 1,058 $ 2,246

2 unchanged sentences

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 first quarters of 2025 and 2024.

Our Consolidated Statements of Comprehensive Income include items that have been recognized within net income during the second quarters and first six months of 2025 and 2024.

The table below details where these transactions are recorded in our Consolidated Statements of Income.

For Three Months Ended Impact to Related Statement of Income Lines

For Three Months Ended For Six Months Ended Impact to Related Statement of Income Lines

June 30, June 30,

2025 2024 2025 2024

Net actuarial losses of defined benefit plans:

9 unchanged sentences

Balance, March 31 832

Repurchases 1

Shares issued for stock compensation ( 1 )

Balance, June 30 832

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 1. Financial Statements