Form 8-K
8-K — TEXAS INSTRUMENTS INC
Accession: 0000097476-26-000148
Filed: 2026-07-22
Period: 2026-07-22
CIK: 0000097476
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — txn-20260722.htm (Primary)
EX-99 (q22026txnex99-eredgar.htm)
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8-K
8-K (Primary)
Filename: txn-20260722.htm · Sequence: 1
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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 22, 2026
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 22, 2026, 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 22, 2026 (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 22, 2026
By: /s/ Rafael R. Lizardi
Rafael R. Lizardi
Senior Vice President and
Chief Financial Officer
EX-99
EX-99
Filename: q22026txnex99-eredgar.htm · Sequence: 2
Document
Exhibit 99
TI reports second quarter 2026 financial results and shareholder returns
Conference call at 3:30 p.m. Central time today on ti.com/ir
DALLAS (July 22, 2026) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported second quarter revenue of $5.46 billion, net income of $1.98 billion and earnings per share of $2.14. Earnings per share included a 5-cent benefit that was not in the company's original guidance.
Regarding the company's performance and returns to shareholders, Haviv Ilan, TI's chairman, president and CEO, made the following comments:
•"Revenue increased 13% sequentially and 23% from the same quarter a year ago with broad growth led by industrial, data center and automotive.
•"Our cash flow from operations of $8.7 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 $6.5 billion.
•"Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $3.3 billion in capital expenditures and returned $5.8 billion to owners.
•"TI's third quarter outlook is for revenue in the range of $5.65 billion to $6.15 billion and earnings per share between $2.23 and $2.57."
1
Free cash flow, a non-GAAP financial measure, is cash flow from operations less capital expenditures, plus proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives.
Earnings summary
(In millions, except per-share amounts) Q2 2026 Q2 2025 Change
Revenue $ 5,463 $ 4,448 23 %
Operating profit $ 2,310 $ 1,563 48 %
Net income $ 1,980 $ 1,295 53 %
Earnings per share $ 2.14 $ 1.41 52 %
Cash generation
Trailing 12 Months
(In millions) Q2 2026 Q2 2026 Q2 2025 Change
Cash flow from operations $ 2,703 $ 8,667 $ 6,439 35 %
Free cash flow $ 2,738 $ 6,534 $ 1,763 271 %
Free cash flow % of revenue 33.6 % 10.6 %
Cash return
Trailing 12 Months
(In millions) Q2 2026 Q2 2026 Q2 2025 Change
Dividends paid $ 1,295 $ 5,112 $ 4,900 4 %
Stock repurchases $ 27 $ 707 $ 1,810 (61) %
Total cash returned $ 1,322 $ 5,819 $ 6,710 (13) %
2
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Income For Three Months Ended
June 30,
(In millions, except per-share amounts) 2026 2025
Revenue $ 5,463 $ 4,448
Cost of revenue (COR) 2,111 1,873
Gross profit 3,352 2,575
Research and development (R&D) 535 527
Selling, general and administrative (SG&A) 490 485
Acquisition charges 17 —
Operating profit 2,310 1,563
Other income (expense), net (OI&E) 69 48
Interest and debt expense 141 133
Income before income taxes 2,238 1,478
Provision for income taxes 258 183
Net income $ 1,980 $ 1,295
Diluted earnings per common share $ 2.14 $ 1.41
Average shares outstanding:
Basic 912 908
Diluted 920 912
Cash dividends declared per common share $ 1.42 $ 1.36
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) $ 309 $ 199
Discrete tax items (51) (16)
Provision for income taxes (effective taxes) $ 258 $ 183
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 $ 1,980 $ 1,295
Income allocated to RSUs (11) (7)
Income allocated to common stock for diluted EPS $ 1,969 $ 1,288
3
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets June 30,
(In millions, except par value) 2026 2025
Assets
Current assets:
Cash and cash equivalents $ 3,660 $ 3,044
Short-term investments 3,341 2,315
Accounts receivable, net of allowances of ($22) and ($24) 2,520 1,934
Raw materials 467 402
Work in process 2,407 2,429
Finished goods 1,731 1,981
Inventories 4,605 4,812
Prepaid expenses and other current assets 1,631 2,379
Total current assets 15,757 14,484
Property, plant and equipment at cost 17,856 16,878
Accumulated depreciation (5,945) (4,557)
Property, plant and equipment 11,911 12,321
Goodwill 4,330 4,362
Deferred tax assets 1,017 1,096
Capitalized software licenses 314 248
Overfunded retirement plans 316 253
Other long-term assets 2,237 2,169
Total assets $ 35,882 $ 34,933
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 1,149 $ —
Accounts payable 680 881
Accrued compensation 536 595
Income taxes payable 70 53
Accrued expenses and other liabilities 809 963
Total current liabilities 3,244 2,492
Long-term debt 12,903 14,043
Underfunded retirement plans 123 122
Deferred tax liabilities 55 63
Other long-term liabilities 1,550 1,810
Total liabilities 17,875 18,530
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 5,129 4,245
Retained earnings 53,161 52,249
Treasury common stock at cost
Shares: June 30, 2026 – 828; June 30, 2025 – 832 (41,941) (41,676)
Accumulated other comprehensive income (loss), net of taxes (AOCI) (83) (156)
Total stockholders' equity 18,007 16,403
Total liabilities and stockholders' equity $ 35,882 $ 34,933
4
TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows For Three Months Ended
June 30,
(In millions) 2026 2025
Cash flows from operating activities
Net income $ 1,980 $ 1,295
Adjustments to net income:
Depreciation 547 460
Amortization of capitalized software 21 21
Stock compensation 127 129
Gains on sales of assets (8) —
Deferred taxes (62) (50)
Increase (decrease) from changes in:
Accounts receivable (275) (74)
Inventories 90 (125)
Prepaid expenses and other current assets 2 (9)
Accounts payable and accrued expenses 101 92
Accrued compensation 142 172
Income taxes payable (14) (71)
Changes in funded status of retirement plans 3 (18)
Other 49 38
Cash flows from operating activities 2,703 1,860
Cash flows from investing activities
Capital expenditures (514) (1,305)
Proceeds from CHIPS Act incentives 549 —
Proceeds from asset sales 32 —
Purchases of short-term investments (2,407) (1,192)
Proceeds from short-term investments 636 1,131
Other 2 31
Cash flows from investing activities (1,702) (1,335)
Cash flows from financing activities
Proceeds from issuance of long-term debt — 1,199
Dividends paid (1,295) (1,235)
Stock repurchases (27) (302)
Proceeds from common stock transactions 445 115
Other (13) (21)
Cash flows from financing activities (890) (244)
Net change in cash and cash equivalents 111 281
Cash and cash equivalents at beginning of period 3,549 2,763
Cash and cash equivalents at end of period $ 3,660 $ 3,044
Supplemental cash flow information
Investment tax credit (ITC) used to reduce income taxes payable $ 301 $ 203
Proceeds from CHIPS Act incentives 549 —
Total cash benefit related to the CHIPS Act $ 850 $ 203
5
Segment results
(In millions) Q2 2026 Q2 2025 Change
Analog:
Revenue $ 4,365 $ 3,452 26 %
Operating profit $ 1,992 $ 1,325 50 %
Embedded Processing:
Revenue $ 788 $ 679 16 %
Operating profit $ 168 $ 85 98 %
Other:
Revenue $ 310 $ 317 (2) %
Operating profit * $ 150 $ 153 (2) %
* Includes Acquisition charges
6
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 is calculated as cash flows from operating activities (also referred to as cash flow from operations) less capital expenditures, plus proceeds from CHIPS Act incentives.
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 Three Months Ended
June 30, For 12
Months
Ended
June 30,
(In millions) 2026 2026 2025 Change
Cash flow from operations (GAAP) * $ 2,703 $ 8,667 $ 6,439 35 %
Capital expenditures (514) (3,312) (4,936)
Proceeds from CHIPS Act incentives 549 1,179 260
Free cash flow (non-GAAP) $ 2,738 $ 6,534 $ 1,763 271 %
Revenue $ 19,453 $ 16,675
Cash flow from operations as a percentage of revenue (GAAP) 44.6 % 38.6 %
Free cash flow as a percentage of revenue (non-GAAP) 33.6 % 10.6 %
* Includes cash benefits of $301 million, $433 million and $479 million from the CHIPS Act ITC used to reduce income taxes payable for the three months ended June 30, 2026, and the twelve months ended June 30, 2026 and 2025, respectively.
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.
7
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;
•Our ability to compete in products and prices in an intensely competitive industry;
•Market demand for semiconductors, particularly in the industrial and automotive markets, and customer demand that differs from forecasts;
•Losses or curtailments of purchases from key customers or the timing and amount of customer inventory adjustments;
•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 retain, train and recruit 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;
•Financial difficulties of our distributors or semiconductor distributors' promotion of competing product lines to our detriment; or disputes with current or former distributors;
•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;
•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;
•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;
•Our ability to make principal and interest payments on our debt when due;
•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.
8
About Texas Instruments
Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures and sells analog and embedded processing chips for markets such as industrial, automotive, data center, personal electronics and communications equipment. 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.
9
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