DELAWARE

001-03761

75-0289970

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. employer

identification no.)

☐

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))

Designation
of Exhibit
in this
Report

Description of Exhibit

99

Registrant’s News Release

Dated January 23, 2019 (furnished pursuant to Item 2.02)

TEXAS INSTRUMENTS INCORPORATED

Date: January 23, 2019

By:

/s/ Rafael R. Lizardi

Rafael R. Lizardi

Senior Vice President and

Chief Financial Officer

•

“Revenue decreased 1 percent from the same quarter a year ago as demand for our products continued to slow across most markets.

•

“In our core businesses, Analog revenue grew 4 percent and Embedded Processing declined 12 percent from the same quarter a year ago.

•

“Our cash flow from operations of $7.2 billion for the year again underscored the strength of our business model. Free cash flow for the year was $6.1 billion and represents 38.4 percent of revenue. This reflects the quality of our product portfolio, as well as the efficiency of our manufacturing strategy, including the benefit of 300-millimeter Analog production.

•

“We have returned $7.7 billion to owners in 2018 through stock repurchases and dividends. Our strategy is to return all our free cash flow to owners. Over the last 12 months, our dividends represented 42 percent of free cash flow, underscoring their sustainability.

•

“TI’s first-quarter outlook is for revenue in the range of $3.34 billion to $3.62 billion, and earnings per share between $1.03 and $1.21, which includes an estimated $20 million discrete tax benefit. For 2019, TI’s annual operating tax rate is expected to be about 16 percent.”

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 2

4Q18

4Q17

Change

Revenue

$

3,717

$

3,750

(1

)%

Operating profit

$

1,516

$

1,563

(3

)%

Net income

$

1,239

$

344

260

%

Earnings per share

$

1.27

$

0.34

274

%

Trailing 12 Months

4Q18

4Q18

4Q17

Change

Cash flow from operations

$

2,145

$

7,189

$

5,363

34

%

Capital expenditures

$

323

$

1,131

$

695

63

%

Free cash flow

$

1,822

$

6,058

$

4,668

30

%

Free cash flow % of revenue

38.4

%

31.2

%

Trailing 12 Months

4Q18

4Q18

4Q17

Change

Dividends paid

$

736

$

2,555

$

2,104

21

%

Stock repurchases

$

2,009

$

5,100

$

2,556

100

%

Total cash returned

$

2,745

$

7,655

$

4,660

64

%

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 3

For Three Months Ended

For Years Ended

December 31,

December 31,

2018

2017

2018

2017

Revenue

$

3,717

$

3,750

$

15,784

$

14,961

Cost of revenue (COR)

1,310

1,310

5,507

5,347

Gross profit

2,407

2,440

10,277

9,614

Research and development (R&D)

400

386

1,559

1,508

Selling, general and administrative (SG&A)

414

409

1,684

1,694

Acquisition charges

79

79

318

318

Restructuring charges/other

(2

)

3

3

11

Operating profit

1,516

1,563

6,713

6,083

Other income (expense), net (OI&E)

23

8

98

75

Interest and debt expense

36

21

125

78

Income before income taxes

1,503

1,550

6,686

6,080

Provision for income taxes

264

1,206

1,106

2,398

Net income

$

1,239

$

344

$

5,580

$

3,682

Diluted earnings per common share

$

1.27

$

.34

$

5.59

$

3.61

Average shares outstanding (millions):

Basic

953

985

970

991

Diluted

970

1,007

990

1,012

Cash dividends declared per common share

$

.77

$

.62

$

2.63

$

2.12

Supplemental Information

Provision for income taxes is based on the following:

Operating taxes (calculated using the estimated annual effective

   tax rate)

$

277

$

476

$

1,304

$

1,858

Discrete tax items

(13

)

730

(198

)

540

Provision for income taxes (effective taxes)

$

264

$

1,206

$

1,106

$

2,398

Effective tax rate

18

%

78

%

17

%

39

%

Our annual operating tax rate, which does not include discrete tax items, was 20 percent compared with 31 percent in the

   prior year.

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

$

1,239

$

344

$

5,580

$

3,682

Income allocated to RSUs

(8

)

(3

)

(42

)

(33

)

Income allocated to common stock for diluted EPS

$

1,231

$

341

$

5,538

$

3,649

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 4

December 31,

2018

2017

Assets

Current assets:

Cash and cash equivalents

$

2,438

$

1,656

Short-term investments

1,795

2,813

Accounts receivable, net of allowances of ($19) and ($8)

1,207

1,278

Raw materials

181

126

Work in process

1,070

1,089

Finished goods

966

742

Inventories

2,217

1,957

Prepaid expenses and other current assets

440

1,030

Total current assets

8,097

8,734

Property, plant and equipment at cost

5,425

4,789

Accumulated depreciation

(2,242

)

(2,125

)

Property, plant and equipment

3,183

2,664

Long-term investments

251

268

Goodwill

4,362

4,362

Acquisition-related intangibles

628

946

Deferred tax assets

295

264

Capitalized software licenses

89

110

Overfunded retirement plans

92

208

Other long-term assets

140

86

Total assets

$

17,137

$

17,642

Liabilities and stockholders’ equity

Current liabilities:

Current portion of long-term debt

$

749

$

500

Accounts payable

478

466

Accrued compensation

724

722

Income taxes payable

103

128

Accrued expenses and other liabilities

420

442

Total current liabilities

2,474

2,258

Long-term debt

4,319

3,577

Underfunded retirement plans

118

89

Deferred tax liabilities

42

78

Other long-term liabilities

1,190

1,303

Total liabilities

8,143

7,305

Stockholders’ equity:

Preferred stock, $25 par value. Authorized – 10,000,000 shares

Participating cumulative preferred – None issued

—

—

Common stock, $1 par value. Authorized – 2,400,000,000 shares

Shares issued – 1,740,815,939

1,741

1,741

Paid-in capital

1,950

1,776

Retained earnings

37,906

34,662

Treasury common stock at cost

Shares: 2018 – 795,665,646; 2017 – 757,657,217

(32,130

)

(27,458

)

Accumulated other comprehensive income (loss), net of taxes (AOCI)

(473

)

(384

)

Total stockholders’ equity

8,994

10,337

Total liabilities and stockholders’ equity

$

17,137

$

17,642

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 5

For Three Months Ended

For Years Ended

December 31,

December 31,

2018

2017

2018

2017

Cash flows from operating activities

Net income

$

1,239

$

344

$

5,580

$

3,682

Adjustments to net income:

Depreciation

158

133

590

539

Amortization of acquisition-related intangibles

79

79

318

318

Amortization of capitalized software

12

12

46

47

Stock compensation

42

45

232

242

Gains on sales of assets

(3

)

—

(3

)

—

Deferred taxes

(23

)

159

(105

)

112

Increase (decrease) from changes in:

Accounts receivable

378

299

71

(7

)

Inventories

(101

)

(49

)

(282

)

(167

)

Prepaid expenses and other current assets

101

33

669

76

Accounts payable and accrued expenses

(13

)

70

(7

)

51

Accrued compensation

105

82

(7

)

(3

)

Income taxes payable

147

694

158

468

Changes in funded status of retirement plans

10

(15

)

36

21

Other

14

43

(107

)

(16

)

Cash flows from operating activities

2,145

1,929

7,189

5,363

Cash flows from investing activities

Capital expenditures

(323

)

(231

)

(1,131

)

(695

)

Proceeds from asset sales

9

—

9

40

Purchases of short-term investments

(333

)

(1,450

)

(5,641

)

(4,555

)

Proceeds from short-term investments

2,163

790

6,708

4,095

Other

(11

)

(7

)

(23

)

(12

)

Cash flows from investing activities

1,505

(898

)

(78

)

(1,127

)

Cash flows from financing activities

Proceeds from issuance of debt

—

494

1,500

1,099

Repayment of debt

—

—

(500

)

(625

)

Dividends paid

(736

)

(611

)

(2,555

)

(2,104

)

Stock repurchases

(2,009

)

(706

)

(5,100

)

(2,556

)

Proceeds from common stock transactions

38

162

373

483

Other

(7

)

(10

)

(47

)

(31

)

Cash flows from financing activities

(2,714

)

(671

)

(6,329

)

(3,734

)

Net change in cash and cash equivalents

936

360

782

502

Cash and cash equivalents at beginning of period

1,502

1,296

1,656

1,154

Cash and cash equivalents at end of period

$

2,438

$

1,656

$

2,438

$

1,656

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 6

4Q18

4Q17

Change

Analog:

Revenue

$

2,638

$

2,535

4

%

Operating profit

$

1,233

$

1,188

4

%

Embedded Processing:

Revenue

$

791

$

896

(12

)%

Operating profit

$

234

$

307

(24

)%

Other:

Revenue

$

288

$

319

(10

)%

Operating profit*

$

49

$

68

(28

)%

•

Revenue increased due to Signal Chain and Power, partially offset by declines in High Volume.

•

Operating profit increased primarily due to higher revenue and associated gross profit.

•

Revenue decreased in both product lines.

•

Operating profit decreased primarily due to lower revenue and associated gross profit.

•

Revenue decreased by $31 million, and operating profit decreased by $19 million.  

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 7

2018

2017

Change

Analog:

Revenue

$

10,801

$

9,900

9

%

Operating profit

$

5,109

$

4,468

14

%

Embedded Processing:

Revenue

$

3,554

$

3,498

2

%

Operating profit

$

1,205

$

1,143

5

%

Other:

Revenue

$

1,429

$

1,563

(9

)%

Operating profit*

$

399

$

472

(15

)%

•

Revenue increased due to Power and Signal Chain, partially offset by declines in High Volume.

•

Operating profit increased due to higher revenue and associated gross profit.

•

Revenue increased due to Connected Microcontrollers. Processors was about even.

•

Operating profit increased primarily due to higher gross profit.

•

Revenue decreased by $134 million, and operating profit decreased by $73 million.

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 8

For Years Ended

December 31,

2018

2017

Change

Cash flow from operations (GAAP)

$

7,189

$

5,363

34

%

Capital expenditures

(1,131

)

(695

)

Free cash flow (non-GAAP)

$

6,058

$

4,668

30

%

Revenue

$

15,784

$

14,961

Cash flow from operations as a percent of revenue (GAAP)

45.5

%

35.8

%

Free cash flow as a percent of revenue (non-GAAP)

38.4

%

31.2

%

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 9

•

Market demand for semiconductors, particularly in our end markets;

•

Our ability to compete in products and prices in an intensely competitive industry;

•

Customer demand that differs from forecasts and the financial impact of inadequate or excess company inventory that results from demand that differs from projections;

•

Economic, social and political conditions in the countries in which we, our customers or our suppliers operate, including security risks; global trade policies; political and social instability; health conditions; possible disruptions in transportation, communications and information technology networks; and fluctuations in foreign currency exchange rates;

•

Evolving cybersecurity threats to our information technology systems or those of our customers or suppliers;

•

Natural events such as severe weather, geological events or health epidemics in the locations in which we, our customers or our suppliers operate;

•

Our ability to develop, manufacture and market innovative products in a rapidly changing technological environment;

•

Timely implementation of new manufacturing technologies and installation of manufacturing equipment, and the ability to obtain needed third-party foundry and assembly/test subcontract services;

•

Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

•

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 manufacture or ship our products or operate our business, or subject us to fines, penalties or other legal liability;

•

Product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to our products, manufacturing, services, design or communications, or recalls by our customers for a product containing one of our parts;

TI reports 4Q18 and 2018 financial results and shareholder returns

Page 10

•

Changes in tax law and accounting standards that can 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;

•

A loss suffered by one of our customers or distributors with respect to TI-consigned inventory;

•

Financial difficulties of our distributors or their promotion of competing product lines to our detriment, or the loss of a significant number of distributors;

•

Losses or curtailments of purchases from key customers or the timing and amount of distributor and other 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 despite changes in the 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 that affects our ability to fund our daily operations, invest in the business, make strategic acquisitions, or make principal and interest payments on our debt;

•

Increases in health care and pension benefit costs;

•

Our ability to recruit and retain skilled engineering, management and technical personnel;

•

Our ability to successfully integrate and realize opportunities for growth from acquisitions, or our ability to realize our expectations regarding the amount and timing of restructuring charges and associated cost savings; and

•

Impairments of our non-financial assets.