What changed in this filing

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Item 1. Financial Statements

2025-10-23 compared with 2025-07-29 · 101 added, 80 removed, 437 unchanged (29% of the section changed)

Financial statements

For Three Months Ended For Six Months Ended

Consolidated Statements of Income June 30, June 30,

For Three Months Ended For Nine Months Ended

Consolidated Statements of Income September 30, September 30,

(In millions, except per-share amounts) 2025 2024 2025 2024

23 unchanged sentences

See accompanying notes.

For Three Months Ended For Six Months Ended

Consolidated Statements of Comprehensive Income June 30, June 30,

For Three Months Ended For Nine Months Ended

Consolidated Statements of Comprehensive Income September 30, September 30,

(In millions) 2025 2024 2025 2024

3 unchanged sentences

Adjustments, net of tax effect of ($ 1 ) and $ 5 ;

$ 7 and ($ 3 )

1 ( 11 ) ( 19 ) ( 5 )

1 unchanged sentence

($ 3 ) and ($ 3 )

Prior service cost (credit) of defined benefit plans:

Recognized within net income, net of tax effect of $ 0 and $ 0 ;

Derivative instruments:

2 unchanged sentences

Unrealized gains (losses), net of tax effect of $ 1 and ($ 4 );

— ( 1 ) ( 2 ) ( 7 )

$ 1 and ($ 2 )

Other comprehensive income (loss), net of taxes 7 5 ( 9 ) 10

1 unchanged sentence

See accompanying notes.

June 30, December 31,

September 30, December 31,

Consolidated Balance Sheets 2025 2024

41 unchanged sentences

Treasury common stock at cost

June 30, 2025 – 832 ;

September 30, 2025 – 832 ;

December 31, 2024 – 830

4 unchanged sentences

See accompanying notes.

For Six Months Ended

Consolidated Statements of Cash Flows June 30,

For Nine Months Ended

Consolidated Statements of Cash Flows September 30,

(In millions) 2025 2024

65 unchanged sentences

Segment information

For Three Months Ended June 30, 2025

Analog Embedded Processing Other Total

For Three Months Ended September 30,

Analog Embedded Processing Other Total Analog Embedded Processing Other Total

Revenue $ 3,729 $ 709 $ 304 $ 4,742 $ 3,223 $ 653 $ 275 $ 4,151

1 unchanged sentence

Gross profit 2,186 336 201 2,723 1,970 325 179 2,474

Research and development 383 125 19 527

Selling, general and administrative 349 104 32 485

R&D 371 127 20 518 350 124 18 492

SG&A 329 101 27 457 304 92 32 428

Restructuring charges/other — — 85 85 — — — —

Operating profit $ 1,486 $ 108 $ 69 $ 1,663 $ 1,316 $ 109 $ 129 $ 1,554

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

For Three Months Ended June 30, 2024

Analog Embedded Processing Other Total

Revenue $ 2,928 $ 615 $ 279 $ 3,822

Cost of revenue 1,193 318 100 1,611

Gross profit 1,735 297 179 2,211

Research and development 360 117 21 498

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

For Nine Months Ended September 30,

Analog Embedded Processing Other Total Analog Embedded Processing Other Total

Revenue $ 10,391 $ 2,035 $ 833 $ 13,259 $ 8,987 $ 1,920 $ 727 $ 11,634

1 unchanged sentence

Gross profit 6,157 922 532 7,611 5,387 939 454 6,780

Research and development 709 231 36 976

Selling, general and administrative 653 198 69 920

R&D 1,123 380 59 1,562 1,059 355 54 1,468

SG&A 1,017 309 88 1,414 957 290 101 1,348

Restructuring charges/other — — 85 85 — — ( 124 ) ( 124 )

Operating profit $ 4,017 $ 233 $ 300 $ 4,550 $ 3,371 $ 294 $ 423 $ 4,088

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 Six Months Ended

June 30, June 30,

For Three Months Ended For Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

6 unchanged sentences

Total revenue $ 4,742 100 % $ 4,151 100 % $ 13,259 100 % $ 11,634 100 %

(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.

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

The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended September 30, 2025 and 2024, and the Consolidated Balance Sheet as of September 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- and six-month periods are not necessarily indicative of a full year’s results.

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 June 30,

For Three Months Ended September 30,

Net Income Shares EPS Net Income Shares EPS

6 unchanged sentences

Income allocated to common stock $ 1,356 914 $ 1.48 $ 1,355 920 $ 1.47

For Six Months Ended June 30,

For Nine Months Ended September 30,

Net Income Shares EPS Net Income Shares EPS

6 unchanged sentences

Income allocated to common stock $ 3,817 914 $ 4.18 $ 3,576 919 $ 3.89

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.

Potentially dilutive securities representing 4 million and 3 million shares of common stock that were outstanding during the third quarters of 2025 and 2024, respectively, and 10 million and 9 million shares outstanding during the first nine 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

4 unchanged sentences

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.

1 unchanged sentence

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 June 30, 2025.

The fair values of our derivative financial instruments were not material as of September 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 June 30, 2025, the carrying value of long-term debt was $ 14.04 billion, and the estimated fair value was $ 13.15 billion.

As of September 30, 2025, the carrying value of long-term debt, including the current portion, was $ 14.05 billion, and the estimated fair value was $ 13.30 billion.

The estimated fair value is measured using broker-dealer quotes, which are Level 2 inputs.

4 unchanged sentences

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.

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

ASU 2024-03, Disaggregation of Income Statement Expenses

2 unchanged sentences

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

ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software

This standard makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for interim and annual reporting periods beginning after December 15, 2027.

We are currently evaluating the potential impact of this standard on our financial statements and related disclosures.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Provision for income taxes is based on the following:

For Three Months Ended For Six Months Ended

June 30, June 30,

For Three Months Ended For Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Effective tax rate 14 % 12 % 12 % 12 %

The effective tax rate differs from the 21 % U.S.

statutory corporate tax rate due to the effect of U.S.

tax benefits.

On July 4, 2025, the U.S.

4 unchanged sentences

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.

The effects of the new law are reflected in the consolidated financial statements as of and for the periods ended September 30, 2025.

The effective tax rate differs from the 21 % U.S.

statutory corporate tax rate due to the effect of U.S.

tax benefits, including the effect of OBBBA.

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:

June 30, 2025 December 31, 2024

September 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 $ 3,311 $ 1,875 $ 17 $ 3,200 $ 4,380 $ 23

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:

As of September 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 nine months of 2025 and 2024.

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

One year or less $ 3,764

One to two years 331

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.

Proceeds from sales, redemptions and maturities of short-term debt investments were $ 1.26 billion and $ 2.70 billion for the third quarters of 2025 and 2024, respectively, and $ 5.20 billion and $ 8.46 billion for the first nine 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 June 30, 2025, and December 31, 2024, we had no Level 3 assets or liabilities.

As of September 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.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Level 1 Level 2 Total Level 1 Level 2 Total

7 unchanged sentences

Total liabilities $ 475 $ — $ 475 $ 443 $ — $ 443

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Postretirement benefit plans

3 unchanged sentences

Defined Benefit

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

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

Service cost $ 1 $ 2 $ — $ — $ 4 $ 4

2 unchanged sentences

Recognized net actuarial losses (gains) 1 1 — ( 1 ) 1 3

Amortization of prior service cost (credit) — — — — — 1

Net periodic benefit costs (credits) 5 3 1 ( 1 ) 1 1

4 unchanged sentences

Defined Benefit

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

For Nine Months Ended September 30, 2025 2024 2025 2024 2025 2024

Service cost $ 5 $ 6 $ 1 $ 1 $ 11 $ 12

2 unchanged sentences

Recognized net actuarial losses (gains) 5 3 ( 1 ) ( 2 ) 3 9

Amortization of prior service cost (credit) — — — — — 1

Net periodic benefit costs (credits) 16 10 1 ( 4 ) 4 4

1 unchanged sentence

Total, including other postretirement losses (gains) $ 23 $ 10 $ 1 $ ( 4 ) $ 4 $ 4

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 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.

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

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

Long-term debt

3 unchanged sentences

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

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Long-term debt outstanding is as follows:

June 30, December 31,

September 30, December 31,

Notes due 2025 at 1.375 %

24 unchanged sentences

Long-term debt $ 13,546 $ 12,846

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 $ 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

Interest and debt expense was $ 141 million and $ 131 million for the third quarters of 2025 and 2024, respectively, and $ 402 million and $ 378 million for the first nine months of 2025 and 2024, respectively.

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

Capitalized interest was $ 3 million and $ 5 million for the third quarters of 2025 and 2024, respectively, and $ 9 million and $ 16 million for the first nine months of 2025 and 2024, respectively.

Stockholders’ equity

22 unchanged sentences

Balance, June 30, 2025 1,741 4,245 52,249 ( 41,676 ) ( 156 )

Net income — — 1,364 — —

Dividends declared and paid ($ 1.36 per share)

— — ( 1,236 ) — —

Common stock issued for stock-based awards — 72 — 53 —

Stock repurchases — — — ( 121 ) —

Stock compensation — 93 — — —

Other comprehensive income (loss), net of taxes — — — — 7

Dividend equivalents on RSUs — — ( 7 ) — —

Other — — ( 1 ) — —

Balance, September 30, 2025 $ 1,741 $ 4,410 $ 52,369 $ ( 41,744 ) $ ( 149 )

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

20 unchanged sentences

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

Net income — — 1,362 — —

Dividends declared and paid ($ 1.30 per share)

— — ( 1,187 ) — —

Common stock issued for stock-based awards — 62 — 55 —

Stock repurchases — — — ( 322 ) —

Stock compensation — 87 — — —

Other comprehensive income (loss), net of taxes — — — — 5

Dividend equivalents on RSUs — — ( 6 ) — —

Other — ( 2 ) — — —

Balance, September 30, 2024 $ 1,741 $ 3,813 $ 52,304 $ ( 40,395 ) $ ( 195 )

Contingencies

3 unchanged sentences

Consequently, we cannot reasonably estimate any future liabilities that may result.

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Warranty costs/product liabilities

7 unchanged sentences

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

Restructuring charges/other

During the third quarter and first nine months of 2025, we recognized $ 85 million of restructuring charges related to efforts to drive operational efficiencies to support our long-term strategy, including the planned closures of our two remaining factories with 150mm production.

The restructuring charges are attributable to severance and benefit costs and are included in Other for segment reporting purposes.

Prepaid expenses and other current assets

June 30, December 31,

September 30, December 31,

CHIPS Act incentives $ 1,501 $ 904

2 unchanged sentences

Other long-term assets

June 30, December 31,

September 30, December 31,

CHIPS Act incentives $ 1,734 $ 2,246

1 unchanged sentence

Total $ 2,841 $ 3,348

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

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 and first six months of 2025 and 2024.

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

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

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

June 30, June 30,

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

September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Recognized within net income, net of taxes $ 5 $ 2 $ 11 $ 7 Decrease to net income

Prior service cost (credit) of defined benefit plans:

Amortization of prior service cost (credit) (a) $ — $ 1 $ — $ 1 Decrease (increase) to OI&E

Tax effect — — — — (Decrease) increase to provision for income taxes

Recognized within net income, net of taxes $ — $ 1 $ — $ 1 Decrease (increase) to net income

(a) Detailed in Note 5

8 unchanged sentences

Balance, June 30 832

Repurchases 1

Shares issued for stock compensation ( 1 )

Balance, September 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