Form 8-K - Current report

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): July 23, 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 July 23, 2024, regarding its second-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						Registrant’s News Release
						Dated July 23, 2024 (furnished pursuant to Item 2.02)
104						Cover 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: July 23, 2024

By:

/s/ Rafael R. Lizardi

Rafael R. Lizardi

Senior Vice President and

Chief Financial Officer

Exhibit 99

TI reports second 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 (July 23, 2024) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported second quarter revenue of $3.82 billion, net income of $1.13 billion and earnings per share of $1.22. Earnings per share included a 5-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 16% from the same quarter a year ago and increased 4% sequentially. Industrial and automotive continued to decline sequentially, while all other end markets grew.

•"Our cash flow from operations of $6.4 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 $5.0 billion in capital expenditures and returned $4.9 billion to owners.

•"TI's third quarter outlook is for revenue in the range of $3.94 billion to $4.26 billion and earnings per share between $1.24 and $1.48. We continue to expect our effective tax rate to be about 13%."

Free cash flow, a non-GAAP financial measure, is cash flow from operations less capital expenditures.

Earnings summary


(In millions, except per-share amounts)	Q2 2024		Q2 2023		Change
Revenue	$	3,822	$	4,531	(16)	%
Operating profit	$	1,248	$	1,972	(37)	%
Net income	$	1,127	$	1,722	(35)	%
Earnings per share	$	1.22	$	1.87	(35)	%

Cash generation


			Trailing 12 Months
(In millions)	Q2 2024		Q2 2024			Q2 2023			Change
Cash flow from operations	$	1,571	$	6,449		$	7,367		(12)	%
Capital expenditures	$	1,064	$	4,955		$	4,185		18	%
Free cash flow	$	507	$	1,494		$	3,182		(53)	%
Free cash flow % of revenue			9.3		%	16.9		%

Cash return


			Trailing 12 Months
(In millions)	Q2 2024		Q2 2024		Q2 2023		Change
Dividends paid	$	1,185	$	4,675	$	4,424	6	%
Stock repurchases	$	71	$	185	$	2,026	(91)	%
Total cash returned	$	1,256	$	4,860	$	6,450	(25)	%

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


Consolidated Statements of Income	For Three Months Ended June 30,
(In millions, except per-share amounts)	2024		2023
Revenue	$	3,822	$	4,531
Cost of revenue (COR)	1,611		1,621
Gross profit	2,211		2,910
Research and development (R&D)	498		477
Selling, general and administrative (SG&A)	465		461


Operating profit	1,248		1,972
Other income (expense), net (OI&E)	130		119
Interest and debt expense	131		89
Income before income taxes	1,247		2,002
Provision for income taxes	120		280
Net income	$	1,127	$	1,722

Diluted earnings per common share	$	1.22	$	1.87

Average shares outstanding:
Basic	912		908
Diluted	919		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)	$	170	$	289
Discrete tax items	(50)		(9)
Provision for income taxes (effective taxes)	$	120	$	280




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	$	1,127	$	1,722
Income allocated to RSUs	(6)		(8)
Income allocated to common stock for diluted EPS	$	1,121	$	1,714

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


Consolidated Balance Sheets	June 30,
(In millions, except par value)	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	2,740	$	3,439
Short-term investments	6,948		6,113
Accounts receivable, net of allowances of ($28) and ($16)	1,711		1,956
Raw materials	405		388
Work in process	2,072		2,110
Finished goods	1,629		1,231
Inventories	4,106		3,729
Prepaid expenses and other current assets	1,284		277
Total current assets	16,789		15,514
Property, plant and equipment at cost	14,622		11,664
Accumulated depreciation	(3,448)		(3,139)
Property, plant and equipment	11,174		8,525
Goodwill	4,362		4,362
Deferred tax assets	905		537
Capitalized software licenses	230		143
Overfunded retirement plans	167		183
Other long-term assets	1,421		1,675
Total assets	$	35,048	$	30,939

Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt	$	1,049	$	299
Accounts payable	858		923
Accrued compensation	569		561
Income taxes payable	178		121
Accrued expenses and other liabilities	983		807
Total current liabilities	3,637		2,711
Long-term debt	12,842		10,920
Underfunded retirement plans	113		127
Deferred tax liabilities	55		69
Other long-term liabilities	1,187		1,172
Total liabilities	17,834		14,999
Stockholders' equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued	—		—
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,741	1,741		1,741
Paid-in capital	3,666		3,163
Retained earnings	52,135		51,522
Treasury common stock at cost
Shares: June 30, 2024 – 828; June 30, 2023 – 833	(40,128)		(40,240)
Accumulated other comprehensive income (loss), net of taxes (AOCI)	(200)		(246)
Total stockholders' equity	17,214		15,940
Total liabilities and stockholders' equity	$	35,048	$	30,939

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES


Consolidated Statements of Cash Flows	For Three Months Ended June 30,
(In millions)	2024		2023
Cash flows from operating activities
Net income	$	1,127	$	1,722
Adjustments to net income:
Depreciation	363		285

Amortization of capitalized software	18		15
Stock compensation	116		111
(Gains) losses on sales of assets	3		(1)
Deferred taxes	(85)		(52)
Increase (decrease) from changes in:
Accounts receivable	(40)		(79)
Inventories	(23)		(441)
Prepaid expenses and other current assets	(22)		14
Accounts payable and accrued expenses	102		74
Accrued compensation	168		165
Income taxes payable	120		(243)
Changes in funded status of retirement plans	9		17
Other	(285)		(188)
Cash flows from operating activities	1,571		1,399

Cash flows from investing activities
Capital expenditures	(1,064)		(1,446)

Proceeds from asset sales	2		1
Purchases of short-term investments	(2,098)		(4,047)
Proceeds from short-term investments	3,130		3,065
Other	30		42
Cash flows from investing activities	—		(2,385)

Cash flows from financing activities
Proceeds from issuance of long-term debt	—		1,603
Repayment of debt	(300)		(500)
Dividends paid	(1,185)		(1,125)
Stock repurchases	(71)		(79)
Proceeds from common stock transactions	248		65
Other	(6)		(16)
Cash flows from financing activities	(1,314)		(52)

Net change in cash and cash equivalents	257		(1,038)
Cash and cash equivalents at beginning of period	2,483		4,477
Cash and cash equivalents at end of period	$	2,740	$	3,439

Supplemental cash flow information

Investment tax credit (ITC) used to reduce income taxes payable	$	312	$	—

Total cash benefit related to the U.S. CHIPS and Science Act	$	312	$	—

Segment results


(In millions)	Q2 2024		Q2 2023		Change
Analog:
Revenue	$	2,928	$	3,278	(11)	%
Operating profit	$	1,047	$	1,463	(28)	%
Embedded Processing:
Revenue	$	615	$	894	(31)	%
Operating profit	$	80	$	318	(75)	%
Other:
Revenue	$	279	$	359	(22)	%
Operating profit*	$	121	$	191	(37)	%

* Includes restructuring charges/other.

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 June 30,
(In millions)	2024			2023			Change
Cash flow from operations (GAAP)*	$	6,449		$	7,367		(12)	%
Capital expenditures	(4,955)			(4,185)

Free cash flow (non-GAAP)	$	1,494		$	3,182		(53)	%

Revenue	$	16,092		$	18,821

Cash flow from operations as a percentage of revenue (GAAP)	40.1		%	39.1		%
Free cash flow as a percentage of revenue (non-GAAP)	9.3		%	16.9		%

* Includes a cash benefit of $312 million from the U.S. CHIPS and Science Act ITC used to reduce income taxes payable for the twelve months ended June 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.

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.

About Texas Instruments

Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures, tests 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.

Cover	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 23, 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