FALSE0000097476DelawareTXJuly 26, 202200000974762022-07-262022-07-26

Washington, D.C. 20549


(Exact name of registrant as specified in charter)
DELAWARE 001-03761 75-0289970
(State or other jurisdiction
of incorporation)
file number)
 (I.R.S. employer
identification no.)
(Address of principal executive offices)
Registrant’s telephone number, including area code: (214479-3773
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:
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
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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 26, 2022, 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
of Exhibit
in this
Description of Exhibit
Dated July 26, 2022 (furnished pursuant to Item 2.02)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date: July 26, 2022
 By: /s/ Rafael R. Lizardi
    Rafael R. Lizardi
    Senior Vice President and
    Chief Financial Officer

Exhibit 99
TI reports second quarter 2022 financial results and shareholder returns
Conference call on TI website at 3:30 p.m. Central time today
DALLAS (July 26, 2022) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported second quarter revenue of $5.21 billion, net income of $2.29 billion and earnings per share of $2.45.
Regarding the company's performance and returns to shareholders, Rich Templeton, TI's chairman, president and CEO, made the following comments:
"Revenue increased 14% from the same quarter a year ago due to growth across markets.
"Our cash flow from operations of $8.7 billion for the trailing 12 months again underscored the strength of our business model. Free cash flow for the same period was $5.9 billion and 30% 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 production.
"Over the past 12 months we invested $3.2 billion in R&D and SG&A, invested $2.8 billion in capital expenditures and returned $6.2 billion to owners.
"TI's third quarter outlook is for revenue in the range of $4.90 billion to $5.30 billion and earnings per share between $2.23 and $2.51. We expect our 2022 effective tax rate to be about 14%."

Free cash flow, a non-GAAP financial measure, is cash flow from operations less capital expenditures.
Earnings summary
Amounts are in millions of dollars, except per-share amounts.
 Q2 2022Q2 2021Change
Revenue$5,212 $4,580 14 %
Operating profit$2,723 $2,213 23 %
Net income$2,291 $1,931 19 %
Earnings per share$2.45 $2.05 20 %
Cash generation
Amounts are in millions of dollars.
  Trailing 12 Months
 Q2 2022Q2 2022Q2 2021Change
Cash flow from operations$1,768 $8,697 $7,539 15 %
Capital expenditures$597 $2,808 $1,052 167 %
Free cash flow$1,171 $5,889 $6,487 (9)%
Free cash flow % of revenue 30.1 %38.7 % 
Cash return
Amounts are in millions of dollars.
  Trailing 12 Months
 Q2 2022Q2 2022Q2 2021Change
Dividends paid$1,060 $4,127 $3,644 13 %
Stock repurchases$1,182 $2,052 $276 643 %
Total cash returned$2,242 $6,179 $3,920 58 %


Consolidated Statements of IncomeFor Three Months Ended
June 30,
(In millions, except per-share amounts)20222021
Revenue$5,212 $4,580 
Cost of revenue (COR)1,587 1,503 
Gross profit3,625 3,077 
Research and development (R&D)414 391 
Selling, general and administrative (SG&A)422 425 
Acquisition charges 48 
Restructuring charges/other66 — 
Operating profit2,723 2,213 
Other income (expense), net (OI&E)7 73 
Interest and debt expense49 44 
Income before income taxes2,681 2,242 
Provision for income taxes390 311 
Net income$2,291 $1,931 
Diluted earnings per common share$2.45 $2.05 
Average shares outstanding:  
Basic920 923 
Diluted930 937 
Cash dividends declared per common share$1.15 $1.02 
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)$395 $322 
Discrete tax items(5)(11)
Provision for income taxes (effective taxes)$390 $311 
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$2,291 $1,931 
Income allocated to RSUs(10)(7)
Income allocated to common stock for diluted EPS$2,281 $1,924 

Consolidated Balance SheetsJune 30,
(In millions, except par value)20222021
Current assets:  
Cash and cash equivalents$3,802 $3,649 
Short-term investments4,585 3,741 
Accounts receivable, net of allowances of ($12) and ($9) 2,190 1,591 
Raw materials305 201 
Work in process1,258 996 
Finished goods636 659 
Inventories2,199 1,856 
Prepaid expenses and other current assets267 340 
Total current assets13,043 11,177 
Property, plant and equipment at cost8,825 6,235 
Accumulated depreciation(2,894)(2,557)
Property, plant and equipment5,931 3,678 
Goodwill4,362 4,362 
Deferred tax assets293 326 
Capitalized software licenses82 99 
Overfunded retirement plans296 254 
Other long-term assets716 707 
Total assets$24,723 $20,603 
Liabilities and stockholders' equity  
Current liabilities:  
Current portion of long-term debt$499 $499 
Accounts payable712 577 
Accrued compensation520 531 
Income taxes payable115 107 
Accrued expenses and other liabilities714 487 
Total current liabilities2,560 2,201 
Long-term debt6,745 5,752 
Underfunded retirement plans71 131 
Deferred tax liabilities90 87 
Other long-term liabilities1,165 1,279 
Total liabilities10,631 9,450 
Stockholders' equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued — 
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,7411,741 1,741 
Paid-in capital2,783 2,485 
Retained earnings48,280 43,846 
Treasury common stock at cost
Shares: June 30, 2022 – 826; June 30, 2021 – 818(38,532)(36,596)
Accumulated other comprehensive income (loss), net of taxes (AOCI)(180)(323)
Total stockholders' equity14,092 11,153 
Total liabilities and stockholders' equity$24,723 $20,603 
Certain amounts in the prior period's balance sheet have been reclassified to conform to the current presentation.

Consolidated Statements of Cash FlowsFor Three Months Ended
June 30,
(In millions)20222021
Cash flows from operating activities  
Net income$2,291 $1,931 
Adjustments to net income:
Depreciation227 184 
Amortization of acquisition-related intangibles 48 
Amortization of capitalized software13 15 
Stock compensation85 69 
Gains on sales of assets(1)(3)
Deferred taxes(14)(1)
Increase (decrease) from changes in:
Accounts receivable(395)(7)
Prepaid expenses and other current assets(1)(50)
Accounts payable and accrued expenses19 (17)
Accrued compensation134 141 
Income taxes payable(279)(175)
Changes in funded status of retirement plans49 
Cash flows from operating activities1,768 2,121 
Cash flows from investing activities  
Capital expenditures(597)(386)
Proceeds from asset sales1 
Purchases of short-term investments(2,461)(1,952)
Proceeds from short-term investments4,200 2,455 
Cash flows from investing activities1,225 127 
Cash flows from financing activities  
Repayment of debt(500)— 
Dividends paid(1,060)(942)
Stock repurchases(1,182)(146)
Proceeds from common stock transactions56 54 
Cash flows from financing activities(2,696)(1,041)
Net change in cash and cash equivalents297 1,207 
Cash and cash equivalents at beginning of period3,505 2,442 
Cash and cash equivalents at end of period$3,802 $3,649 


Segment results
Amounts are in millions of dollars.
 Q2 2022Q2 2021Change
Revenue$3,992 $3,464 15 %
Operating profit$2,226 $1,778 25 %
Embedded Processing:
Revenue$821 $780 %
Operating profit$324 $312 %
Revenue$399 $336 19 %
Operating profit*$173 $123 41 %
* Includes acquisition charges and 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.
Amounts are in millions of dollars.
For 12 Months Ended
June 30,
Cash flow from operations (GAAP)$8,697 $7,539 15 %
Capital expenditures(2,808)(1,052)
Free cash flow (non-GAAP)$5,889 $6,487 (9)%
Revenue$19,592 $16,762  
Cash flow from operations as a percentage of revenue (GAAP)44.4 %45.0 % 
Free cash flow as a percentage of revenue (non-GAAP)30.1 %38.7 % 
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:
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; 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. Our passion to create a better world by making electronics more affordable through semiconductors is alive today, as each generation of innovation builds upon the last to make our technology smaller, more efficient, more reliable and more affordable – making it possible for semiconductors to go into electronics everywhere. We think of this as Engineering Progress. It's what we do and have been doing for decades. Learn more at TI.com.