Item 8.01. Other Events

Issuance of $750,000,000 of Notes

On March 12, 2020, Texas Instruments Incorporated ("Texas Instruments") consummated the issuance and sale of $750,000,000 aggregate principal amount of its 1.375% Notes due 2025 (the "Notes"), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated March 3, 2020 among Texas Instruments and BofA Securities, Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the "Indenture") between Texas Instruments and U.S. Bank National Association, as trustee, and an Officers' Certificate issued pursuant thereto.

The Notes were offered pursuant to Texas Instruments' Registration Statement on Form S-3 filed on February 22, 2019 (Reg. No. 333-229797), including the prospectus contained therein, and a related preliminary prospectus supplement dated March 3, 2020 and a prospectus supplement dated March 3, 2020.

The material terms and conditions of the Notes are set forth in the Indenture filed as Exhibit 4.2 to the Current Report of Texas Instruments on Form 8-K dated May 23, 2011 and the Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.



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Item 9.01 Financial Statements and Exhibits




(d) Exhibits.

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement dated March 3, 2020 among Texas Instruments
                 and BofA Securities, Inc. and MUFG Securities Americas Inc., as
                 representatives of the several underwriters named in Schedule II
                 therein

    4.1            Officers' Certificate setting forth the terms of the Notes

    5.1            Opinion of Davis Polk & Wardwell LLP

   23.1            Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.1)

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)


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