For the transition period from ___________ to ___________ Commission File Number 001-03761
TEXAS INSTRUMENTS INCORPORATED (Exact Name of Registrant as Specified in Its Charter)
Delaware 75-0289970 (State of Incorporation) (I.R.S. Employer Identification No.) 12500 TI Boulevard , Dallas , Texas 75243 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 214 - 479-3773
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 910,092,791 Number of shares of Registrant's common stock outstanding as of April 15, 2026
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION ITEM 1. Financial statements
For Three Months Ended Consolidated Statements of Income March 31, (In millions, except per-share amounts) 2026 2025 Revenue $ 4,825 $ 4,069 Cost of revenue (COR) 2,026 1,756 Gross profit 2,799 2,313 Research and development (R&D) 510 517 Selling, general and administrative (SG&A) 464 472 Acquisition charges 17 - Operating profit 1,808 1,324 Other income (expense), net (OI&E) 47 80 Interest and debt expense 141 128 Income before income taxes 1,714 1,276 Provision for income taxes 169 97 Net income $ 1,545 $ 1,179 Earnings per common share (EPS): Basic $ 1.69 $ 1.29 Diluted $ 1.68 $ 1.28 Average shares outstanding: Basic 909 910 Diluted 914 916 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 $ 1,545 $ 1,179 Income allocated to RSUs ( 9 ) ( 6 ) Income allocated to common stock for diluted EPS $ 1,536 $ 1,173 See accompanying notes.
For Three Months Ended Consolidated Statements of Comprehensive Income March 31, (In millions) 2026 2025 Net income $ 1,545 $ 1,179 Changes in other comprehensive income (loss), net of tax Net actuarial losses of defined benefit plans: Adjustments 1 ( 7 ) Recognized within net income - 2 Prior service cost (credit) of defined benefit plans: Adjustments 1 - Recognized within net income 1 - Available-for-sale investments and other: Adjustments ( 2 ) ( 2 ) Other comprehensive income (loss) 1 ( 7 ) Total comprehensive income $ 1,546 $ 1,172 See accompanying notes.
March 31, December 31, Consolidated Balance Sheets 2026 2025 (In millions, except par value) Assets Current assets: Cash and cash equivalents $ 3,549 $ 3,225 Short-term investments 1,554 1,656 Accounts receivable, net of allowances of ($ 32 ) and ($ 22 ) 2,245 1,963 Raw materials 463 465 Work in process 2,355 2,372 Finished goods 1,877 1,967 Inventories 4,695 4,804 Prepaid expenses and other current assets 1,753 2,102 Total current assets 13,796 13,750 Property, plant and equipment at cost 17,870 17,682 Accumulated depreciation ( 5,725 ) ( 5,362 ) Property, plant and equipment 12,145 12,320 Goodwill 4,330 4,330 Deferred tax assets 973 967 Capitalized software licenses 323 238 Overfunded retirement plans 321 324 Other long-term assets 2,505 2,656 Total assets $ 34,393 $ 34,585 Liabilities and stockholders' equity Current liabilities: Current portion of long-term debt $ 1,149 $ 500 Accounts payable 638 756 Accrued compensation 389 829 Income taxes payable 138 67 Accrued expenses and other liabilities 782 1,007 Total current liabilities 3,096 3,159 Long-term debt 12,901 13,548 Underfunded retirement plans 121 124 Deferred tax liabilities 63 66 Other long-term liabilities 1,434 1,415 Total liabilities 17,615 18,312 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 4,722 4,511 Retained earnings 52,483 52,236 Treasury common stock at cost Shares: March 31, 2026 - 831 ; December 31, 2025 - 834 ( 42,084 ) ( 42,130 ) Accumulated other comprehensive income (loss), net of taxes (AOCI) ( 84 ) ( 85 ) Total stockholders' equity 16,778 16,273 Total liabilities and stockholders' equity $ 34,393 $ 34,585 See accompanying notes.
For Three Months Ended Consolidated Statements of Cash Flows March 31, (In millions) 2026 2025 Cash flows from operating activities Net income $ 1,545 $ 1,179 Adjustments to net income: Depreciation 541 424 Amortization of capitalized software 21 20 Stock compensation 109 116 Gains on sales of assets ( 5 ) - Deferred taxes ( 4 ) ( 87 ) Increase (decrease) from changes in: Accounts receivable ( 282 ) ( 141 ) Inventories 109 ( 160 ) Prepaid expenses and other current assets ( 9 ) ( 7 ) Accounts payable and accrued expenses ( 125 ) ( 121 ) Accrued compensation ( 447 ) ( 427 ) Income taxes payable 130 132 Changes in funded status of retirement plans 4 ( 9 ) Other ( 67 ) ( 70 ) Cash flows from operating activities 1,520 849 Cash flows from investing activities Capital expenditures ( 676 ) ( 1,123 ) Proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives 555 260 Proceeds from asset sales 5 - Purchases of short-term investments ( 935 ) ( 647 ) Proceeds from short-term investments 1,043 2,807 Other ( 39 ) ( 44 ) Cash flows from investing activities ( 47 ) 1,253 Cash flows from financing activities Repayment of debt - ( 750 ) Dividends paid ( 1,291 ) ( 1,238 ) Stock repurchases ( 158 ) ( 653 ) Proceeds from common stock transactions 309 118 Other ( 9 ) ( 16 ) Cash flows from financing activities ( 1,149 ) ( 2,539 ) Net change in cash and cash equivalents 324 ( 437 ) Cash and cash equivalents at beginning of period 3,225 3,200 Cash and cash equivalents at end of period $ 3,549 $ 2,763 Supplemental cash flow information Investment tax credit (ITC) used to reduce income taxes payable $ - $ - Proceeds from CHIPS Act incentives 555 260 Total cash benefit related to the CHIPS Act $ 555 $ 260 See accompanying notes.
Notes to financial statements 1. Description of business, including segment and geographic area information We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. We have two reportable segments, Analog and Embedded Processing, each of which represents groups of products that have similar design and development requirements, product characteristics and manufacturing processes. Our segments reflect how our chief operating decision maker (CODM), which is our chief executive officer, allocates resources and measures results. • Analog semiconductors change real-world signals, such as sound, temperature, pressure or light, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors. Analog semiconductors are also used to manage power in all electronic equipment by converting, distributing, storing, discharging, isolating and measuring electrical energy, whether the equipment is plugged into a wall or using a battery. Our Analog segment consists of two major product lines: Power and Signal Chain. • Embedded Processing products are the digital "brains" of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application. We report the results of our remaining business activities in Other. Other includes DLP ® products and calculators, which are operating segments that do not meet the quantitative thresholds for individually reportable segments and cannot be aggregated with other operating segments. In Other, we also include items that are not used in evaluating the results of or in allocating resources to our segments. Examples of these items include acquisition, integration and restructuring charges, and certain corporate-level items, such as litigation expenses, environmental costs, insurance settlements, and gains and losses from other activities, including asset dispositions. We allocate the remainder of our expenses associated with corporate activities to our operating segments based on specific methodologies, such as percentage of operating expenses or headcount. Costs incurred by our centralized manufacturing and support organizations, including depreciation, are charged to the operating segments, including those in Other, on a per-unit basis. Consequently, depreciation expense is not an independently identifiable component within the segments' results and, therefore, is not provided. With the exception of goodwill, we do not identify or allocate assets by operating segment, nor does the CODM evaluate operating segments using discrete asset information. We have no material intersegment revenue. The accounting policies of the segments are consistent with those described in the significant accounting policies and practices. Segment information For Three Months Ended March 31, 2026 2025 Analog Embedded Processing Other Total Analog Embedded Processing Other Total Revenue $ 3,924 $ 723 $ 178 $ 4,825 $ 3,210 $ 647 $ 212 $ 4,069 Cost of revenue 1,589 374 63 2,026 1,296 375 85 1,756 Gross profit 2,335 349 115 2,799 1,914 272 127 2,313 R&D 369 123 18 510 369 128 20 517 SG&A 328 104 32 464 339 104 29 472 Acquisition charges - - 17 17 - - - - Operating profit $ 1,638 $ 122 $ 48 $ 1,808 $ 1,206 $ 40 $ 78 $ 1,324
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 March 31, 2026 2025 Revenue: United States $ 1,796 37 % $ 1,518 37 % China 1,024 21 826 20 Rest of Asia 555 12 438 11 Europe, Middle East and Africa (a) 1,070 22 936 23 Japan 289 6 275 7 Rest of world 91 2 76 2 Total revenue $ 4,825 100 % $ 4,069 100 %
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Computation and reconciliation of earnings per common share are as follows: For Three Months Ended March 31, 2026 2025 Net Income Shares EPS Net Income Shares EPS Basic EPS: Net income $ 1,545 $ 1,179 Income allocated to RSUs ( 9 ) ( 6 ) Income allocated to common stock $ 1,536 909 $ 1.69 $ 1,173 910 $ 1.29 Dilutive effect of stock compensation plans 5 6 Diluted EPS: Net income $ 1,545 $ 1,179 Income allocated to RSUs ( 9 ) ( 6 ) Income allocated to common stock $ 1,536 914 $ 1.68 $ 1,173 916 $ 1.28
Potentially dilutive securities representing 6 million and 10 million shares of common stock that were outstanding during the first quarters of 2026 and 2025, 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 We use derivative financial instruments to manage exposure to foreign exchange risk. These instruments are primarily forward foreign currency exchange contracts, which are used as economic hedges to reduce the earnings impact that exchange rate fluctuations may have on our non-U.S. dollar net balance sheet exposures. Gains and losses from changes in the fair value of these forward foreign currency exchange contracts are credited or charged to OI&E. We do not apply hedge accounting to our foreign currency derivative instruments. We are exposed to variability in compensation charges related to certain deferred compensation obligations to employees. We use total return swaps to economically hedge this exposure and offset the related compensation expense, recognizing changes in the fair value of the swaps and the related deferred compensation liabilities in SG&A. 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. The results of these derivative transactions were not material. We do not use derivatives for speculative or trading purposes. Fair values of financial instruments The fair values of our derivative financial instruments were not material as of March 31, 2026. 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, 2026, the carrying value of long-term debt, including the current portion, was $ 14.05 billion, and the estimated fair value was $ 13.05 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. 8
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Changes in accounting standards - standards not yet adopted We are currently evaluating the potential impact of the following Accounting Standards Updates (ASU) on our financial statements and related disclosures. We plan to adopt these ASUs as of their effective dates. ASU Description Effective for Period Ending ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses December 31, 2027 ASU No. 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software March 31, 2028 ASU No. 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities March 31, 2029
3. Income taxes Provision for income taxes is based on the following: For Three Months Ended March 31, 2026 2025 Taxes calculated using the estimated annual effective tax rate $ 229 $ 166 Discrete tax items ( 60 ) ( 69 ) Provision for income taxes $ 169 $ 97 Effective tax rate 10 % 8 %
The effective tax rate differs from the 21 % U.S. statutory corporate tax rate due to the effect of U.S. tax benefits. 4. Valuation of debt and equity investments and certain liabilities Investments measured at fair value Money market funds, debt investments and mutual funds are stated at fair value, which is generally based on market prices or broker quotes. We classify all debt investments as available-for-sale. See Fair-value considerations . 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. Our mutual funds hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities. We record changes in the fair value of these mutual funds and the related deferred compensation liabilities in SG&A. Other investments Our other investments include equity-method investments and nonmarketable investments, which are not measured at fair value. These investments consist of interests in venture capital funds and other nonmarketable securities. Gains and losses from equity-method investments are recognized in OI&E based on our ownership share of the investee's financial results. Nonmarketable securities are measured at cost with adjustments for observable changes in price or impairments. Gains and losses on nonmarketable investments are recognized in OI&E. 9
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Details of our investments are as follows: March 31, 2026 December 31, 2025 Cash and Cash Equivalents Short-Term Investments Long-Term Investments Cash and Cash Equivalents Short-Term Investments Long-Term Investments Measured at fair value: Money market funds $ 1,122 $ - $ - $ 844 $ - $ - Corporate obligations 797 526 - 517 522 - U.S. government and agency securities 1,136 978 - 1,296 1,035 - Non-U.S. government and agency securities 90 50 - 184 99 - Mutual funds - - 10 - - 11 Total 3,145 1,554 10 2,841 1,656 11 Other investments - - 5 - - 5 Cash on hand 404 - - 384 - - Total $ 3,549 $ 1,554 $ 15 $ 3,225 $ 1,656 $ 16
As of March 31, 2026, and December 31, 2025, 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 2026 and 2025. The following table presents the aggregate maturities of our debt investments as of March 31, 2026: Fair Value One year or less $ 3,138 One to two years 439
Proceeds from sales, redemptions and maturities of short-term debt investments were $ 1.04 billion and $ 2.81 billion for the first quarters of 2026 and 2025, respectively. Gross realized gains and losses from these sales were not material. Fair-value considerations We measure and report certain financial assets and liabilities at fair value on a recurring basis. 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. The three-level hierarchy described below indicates the inputs used to estimate fair-value measurements. • Level 1 - Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the measurement date. • Level 2 - Uses inputs other than Level 1 that are either directly or indirectly observable as of the measurement date through correlation with market data. Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active and models or other pricing methodologies that do not require significant judgment. We utilize a third-party data service to provide Level 2 valuations, and we verify these valuations for reasonableness. • 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, 2026, and December 31, 2025, we had no Level 3 assets or liabilities. 10
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
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, 2026 December 31, 2025 Level 1 Level 2 Total Level 1 Level 2 Total Assets: Money market funds $ 1,122 $ - $ 1,122 $ 844 $ - $ 844 Corporate obligations - 1,323 1,323 - 1,039 1,039 U.S. government and agency securities 1,815 299 2,114 1,932 399 2,331 Non-U.S. government and agency securities - 140 140 - 283 283 Mutual funds 10 - 10 11 - 11 Total assets $ 2,947 $ 1,762 $ 4,709 $ 2,787 $ 1,721 $ 4,508 Liabilities: Deferred compensation $ 444 $ - $ 444 $ 492 $ - $ 492 Total liabilities $ 444 $ - $ 444 $ 492 $ - $ 492
5. Postretirement benefit plans Expenses related to defined benefit and retiree health care benefit plans are as follows: U.S. Defined Benefit U.S. Retiree Health Care Non-U.S. Defined Benefit For Three Months Ended March 31, 2026 2025 2026 2025 2026 2025 Service cost $ 2 $ 2 $ - $ - $ 4 $ 4 Interest cost 6 6 3 3 16 14 Expected return on plan assets ( 6 ) ( 4 ) ( 3 ) ( 3 ) ( 19 ) ( 18 ) Recognized net actuarial losses (gains) 1 2 - - ( 1 ) 1 Amortization of prior service cost (credit) - - - - 1 - Net periodic benefit costs (credits) $ 3 $ 6 $ - $ - $ 1 $ 1
6. Debt and lines of credit Short-term borrowings 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, 2026, 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 2027. 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, 2026, our credit facility was undrawn, and we had no commercial paper outstanding. 11
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Interest and debt expense was $ 141 million and $ 128 million for the first quarters of 2026 and 2025, respectively. This was net of the amortized discounts, premiums and issuance and other related costs. Capitalized interest was $ 3 million and $ 4 million for the first quarters of 2026 and 2025, respectively. 12
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
7. Stockholders' equity Changes in equity are as follows: Common Stock Paid-in Capital Retained Earnings Treasury Common Stock AOCI Balance, December 31, 2025 $ 1,741 $ 4,511 $ 52,236 $ ( 42,130 ) $ ( 85 ) 2026 Net income - - 1,545 - - Dividends declared and paid ($ 1.42 per share) - - ( 1,291 ) - - Common stock issued for stock-based awards - 105 - 204 - Stock repurchases - - - ( 158 ) - Stock compensation - 109 - - - Other comprehensive income (loss), net of taxes - - - - 1 Dividend equivalents on RSUs - - ( 8 ) - - Other - ( 3 ) 1 - - Balance, March 31, 2026 $ 1,741 $ 4,722 $ 52,483 $ ( 42,084 ) $ ( 84 )
Common Stock Paid-in Capital Retained Earnings Treasury Common Stock AOCI Balance, December 31, 2024 $ 1,741 $ 3,935 $ 52,262 $ ( 40,895 ) $ ( 140 ) 2025 Net income - - 1,179 - - Dividends declared and paid ($ 1.36 per share) - - ( 1,238 ) - - Common stock issued for stock-based awards - 8 - 110 - Stock repurchases - - - ( 657 ) - Stock compensation - 116 - - - Other comprehensive income (loss), net of taxes - - - - ( 7 ) Dividend equivalents on RSUs - - ( 7 ) - - Other - ( 1 ) - - - Balance, March 31, 2025 $ 1,741 $ 4,058 $ 52,196 $ ( 41,442 ) $ ( 147 )
8. Contingencies Indemnification guarantees We routinely sell products with an intellectual property indemnification included in the terms of sale. Historically, we have had only minimal, infrequent losses associated with these indemnities. Consequently, we cannot reasonably estimate any future liabilities that may result. Warranty costs/product liabilities Our stated warranties for semiconductor products obligate us to repair, replace or credit the purchase price of a covered product back to the buyer. Product claim consideration may exceed the price of our products. Historically, we have experienced a low rate of payments on product claims. Although we cannot predict the likelihood or amount of any future claims, we do not believe they will have a material adverse effect on our consolidated financial statements. We accrue for known product-related claims if a loss is probable and can be reasonably estimated. During the periods presented, there have been no material accruals or payments regarding product warranty or product liability. 13
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
General 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. 9. Supplemental financial information Acquisition of Silicon Labs As announced on February 4, 2026, we have entered into a definitive agreement to acquire Silicon Labs for $ 231.00 per share in an all-cash transaction, representing a total enterprise value of approximately $ 7.5 billion. Under the terms of the agreement, Silicon Labs stockholders will receive $ 231.00 in cash for each share of Silicon Labs common stock they hold at the time of closing, which is currently expected in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions, including approval by Silicon Labs stockholders. We expect to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing. During the first quarter of 2026, we incurred $ 17 million of acquisition charges. Prepaid expenses and other current assets March 31, December 31, 2026 2025 CHIPS Act incentives $ 1,404 $ 1,709 Other 349 393 Total $ 1,753 $ 2,102
Other long-term assets March 31, December 31, 2026 2025 CHIPS Act incentives $ 1,493 $ 1,639 Other 1,012 1,017 Total $ 2,505 $ 2,656
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 first quarters of 2026 and 2025. 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 March 31, 2026 2025 Net actuarial losses of defined benefit plans: Recognized net actuarial losses (a) $ - $ 3 Decrease (increase) to OI&E Tax effect - ( 1 ) (Decrease) increase to provision for income taxes Recognized within net income, net of taxes $ - $ 2 Decrease (increase) to net income Prior service cost (credit) of defined benefit plans: Amortization of prior service cost (credit) (a) $ 1 $ - Decrease (increase) to OI&E Tax effect - - (Decrease) increase to provision for income taxes Recognized within net income, net of taxes $ 1 $ - Decrease (increase) to net income
(a) Detailed in Note 5 Effect on shares outstanding and treasury shares The following table reflects the changes in treasury shares: 2026 Balance, January 1 834 Repurchases 1 Shares issued for stock compensation ( 4 ) Balance, March 31 831
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