Overview

We design, make and sell semiconductors to electronics designers and manufacturers all over the world. Technology is the foundation of our company, but ultimately, our objective and the best metric to measure progress and generate long-term value for owners is the growth of free cash flow per share.

Our strategy to maximize free cash flow per share growth has three elements:

1.A great business model that is focused on analog and embedded processing products and built around four sustainable competitive advantages. The four sustainable competitive advantages are powerful in combination and provide tangible benefits:

i.A strong foundation of manufacturing and technology that provides lower costs and greater control of our supply chain.

ii.A broad portfolio of analog and embedded processing products that offers more opportunity per customer and more value for our investments.



iii.The reach of our market channels that gives access to more customers and
more of their design projects, leading to the opportunity to sell more of our
products into each design and gives us better insight and knowledge of customer
needs.

iv.Diversity and longevity of our products, markets and customer positions that provide less single point dependency and longer returns on our investments.



Together, these competitive advantages help position TI in a unique class of
companies capable of generating and returning significant amounts of cash for
our owners. We make our investments with an eye towards long-term strengthening
and leveraging of these advantages.

2.Discipline in allocating capital to the best opportunities. This spans how we
select R&D projects, develop new capabilities like TI.com, invest in new
manufacturing capacity or how we think about acquisitions and returning cash to
our owners.

3.Efficiency, which means constantly striving for more output for every dollar spent.



We believe that our business model with the combined effect of our four
competitive advantages sets TI apart from our peers and will for a long time to
come. We will invest to strengthen our competitive advantages, be disciplined in
capital allocation and stay diligent in our pursuit of efficiencies. Finally, we
will remain focused on the belief that long-term growth of free cash flow per
share is the ultimate measure to generate value.

Management's discussion and analysis of financial condition and results of
operations (MD&A) should be read in conjunction with the financial statements
and the related notes that appear elsewhere in this document. In the following
discussion of our results of operations:

•Our segments represent groups of similar products that are combined on the
basis of similar design and development requirements, product characteristics,
manufacturing processes and distribution channels, and how management allocates
resources and measures results. See Note 1 to the financial statements for more
information regarding our segments.

•When we discuss our results:

•Unless otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment volumes.

•New products do not tend to have a significant impact on our revenue in any given period because we sell such a large number of products.



•From time to time, our revenue and gross profit are affected by changes in
demand for higher-priced or lower-priced products, which we refer to as changes
in the "mix" of products shipped.

                                       17
--------------------------------------------------------------------------------

•Because we own much of our manufacturing capacity, a significant portion of our
operating cost is fixed. When factory loadings decrease, our fixed costs are
spread over reduced output and, absent other circumstances, our profit margins
decrease. Conversely, as factory loadings increase, our fixed costs are spread
over increased output and, absent other circumstances, our profit margins
increase.

•For an explanation of free cash flow, see the Non-GAAP financial information section.

•All dollar amounts in the tables are stated in millions of U.S. dollars.

The coronavirus (COVID-19) pandemic and its effects are impacting and will likely continue to impact market conditions and business operations across industries worldwide, including at TI. Therefore, we remain cautious about how the economy might behave for the next few years and continue to monitor potential impact on our operations.



In August 2022, the U.S. government enacted the U.S. CHIPS and Science Act
(CHIPS Act). The CHIPS Act provides funding for manufacturing grants and
research investments, and it establishes a 25% investment tax credit for certain
investments in U.S. semiconductor manufacturing. We are currently evaluating the
benefit we will receive from the CHIPS Act.

Performance summary

Our third quarter revenue was $5.24 billion, net income was $2.30 billion and earnings per share (EPS) were $2.47.



Revenue increased 1% sequentially and increased 13% from the same quarter a year
ago, about as expected. During the quarter we experienced expected weakness in
personal electronics and expanding weakness across industrial.

Our cash flow from operations of $9.0 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 29% 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 $3.3 billion in R&D and SG&A, invested $3.1 billion in capital expenditures and returned $7.1 billion to shareholders.

Results of operations - third quarter 2022 compared with third quarter 2021



Revenue of $5.24 billion increased $598 million, or 13%, primarily due to higher
revenue from Analog and, to a lesser extent, Embedded Processing. This increase
benefited from higher prices and the mix of products shipped.

Gross profit of $3.62 billion was up $465 million, or 15%, primarily due to higher revenue. As a percentage of revenue, gross profit increased to 69.0% from 67.9%.

Operating expenses (R&D and SG&A) were $862 million compared with $800 million.

Restructuring charges/other was $77 million due to integration charges at our Lehi, Utah, manufacturing facility.

Operating profit was $2.68 billion, or 51.1% of revenue, compared with $2.31 billion, or 49.6% of revenue.

OI&E was $33 million of income compared with $15 million of income.

Our provision for income taxes was $363 million compared with $328 million. This increase was due to higher income before income taxes, partially offset by higher discrete tax benefits.

Net income was $2.30 billion compared with $1.95 billion. EPS was $2.47 compared with $2.07.


                                       18
--------------------------------------------------------------------------------

Third quarter 2022 segment results

Our segment results compared with the year-ago quarter are as follows:

Analog (includes Power and Signal Chain product lines)


                                  Q3 2022       Q3 2021       Change
Revenue                          $ 3,993       $ 3,548          13  %
Operating profit                   2,185         1,871          17  %
Operating profit % of revenue       54.7  %       52.7  %

Analog revenue increased in both product lines, led by Signal Chain. Operating profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing (includes microcontrollers and processors)


                                  Q3 2022      Q3 2021      Change
Revenue                          $  821       $  738          11  %
Operating profit                    321          282          14  %

Operating profit % of revenue 39.1 % 38.2 %

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

Other (includes DLP® products, calculators and custom ASIC products)


                                            Q3 2022        Q3 2021      Change
Revenue                                   $    427        $  357          20  %
Operating profit*                              172           152          13  %
Operating profit % of revenue                 40.3   %      42.6  %

* Includes acquisition charges and restructuring charges/other

Other revenue increased $70 million, and operating profit increased $20 million.

Results of operations - first nine months of 2022 compared with first nine months of 2021

Revenue of $15.36 billion increased $1.85 billion, or 14%, primarily due to higher revenue from Analog and, to a lesser extent, Embedded Processing. This increase benefited from higher prices and the mix of products shipped.



Gross profit of $10.68 billion was up $1.66 billion, or 18%, primarily due to
higher revenue. As a percentage of revenue, gross profit increased to 69.6% from
66.8%.

Operating expenses were $2.51 billion compared with $2.43 billion.

Restructuring charges/other was $209 million due to integration charges at our Lehi, Utah, manufacturing facility.

Operating profit was $7.96 billion, or 51.9% of revenue, compared with $6.46 billion, or 47.8% of revenue.

OI&E was $55 million of income compared with $134 million of income.



Our provision for income taxes was $1.08 billion compared with $825 million.
This increase was due to higher income before income taxes and lower discrete
tax benefits.

Net income was $6.79 billion compared with $5.63 billion. EPS was $7.27 compared with $5.99.


                                       19
--------------------------------------------------------------------------------

Year-to-date segment results

Our segment results compared with the year-ago period are as follows:



Analog
                                  YTD 2022       YTD 2021       Change
Revenue                          $ 11,801       $ 10,292          15  %
Operating profit                    6,561          5,295          24  %
Operating profit % of revenue        55.6  %        51.4  %


Analog revenue increased in both product lines, led by Signal Chain. Operating
profit increased primarily due to higher revenue and associated gross profit.

Embedded Processing
                                  YTD 2022      YTD 2021      Change
Revenue                          $ 2,424       $ 2,285           6  %
Operating profit                     960           881           9  %

Operating profit % of revenue 39.6 % 38.6 %

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



Other
                                                 YTD 2022      YTD 2021       Change
Revenue                                         $ 1,133       $    935          21  %
Operating profit*                                   443            281          58  %
Operating profit % of revenue                      39.1  %        30.1  %

* Includes acquisition charges and restructuring charges/other

Other revenue increased $198 million, and operating profit increased $162 million.

Financial condition



At the end of the third quarter of 2022, total cash (cash and cash equivalents
plus short-term investments) was $9.09 billion, a decrease of $649 million from
the end of 2021.

Accounts receivable were $2.04 billion, an increase of $339 million compared
with the end of 2021. Days sales outstanding for the third quarter of 2022 were
35 compared with 32 at the end of 2021.

Inventory was $2.40 billion, an increase of $494 million from the end of 2021.
Days of inventory for the third quarter of 2022 were 133 compared with 116 at
the end of 2021.

Liquidity and capital resources



Our primary source of liquidity is cash flow from operations. Additional sources
of liquidity are cash and cash equivalents, short-term investments and access to
debt markets. We also have a variable-rate, revolving credit facility. As of
September 30, 2022, our credit facility was undrawn, and we had no commercial
paper outstanding. Cash flows from operating activities for the first nine
months of 2022 were $6.68 billion, an increase of $279 million from the year-ago
period due to higher net income, partially offset by higher cash used for
working capital.

Investing activities for the first nine months of 2022 used $2.56 billion compared with $1.87 billion in the year-ago period. Capital expenditures were $1.83 billion compared with $1.18 billion in the year-ago period and were primarily for semiconductor manufacturing equipment and facilities in both periods. Short-term investments used cash of $788 million compared with $657 million in the year-ago period.


                                       20
--------------------------------------------------------------------------------

As we continue to invest to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity planning, we expect our capital expenditures to be higher than historical levels. For qualifying capital expenditures in the U.S., we expect to receive the cash benefit associated with the 25% investment tax credit that was established under the CHIPS Act in future periods.



Financing activities for the first nine months of 2022 used $5.58 billion
compared with $1.98 billion in the year-ago period. In 2022, we received net
proceeds of $695 million from the issuance of fixed-rate, long-term debt and
retired maturing debt of $500 million. In the year-ago period, we received net
proceeds of $1.50 billion from the issuance of fixed-rate, long-term debt, and
we retired maturing debt of $550 million. Dividends paid were $3.17 billion
compared with $2.82 billion in the year-ago period, reflecting an increased
dividend rate. We used $2.77 billion to repurchase 16.8 million shares of our
common stock compared with $385 million used in the year-ago period to
repurchase 2.1 million shares. Employee exercises of stock options provided cash
proceeds of $191 million compared with $325 million in the year-ago period.

In September 2022, we announced we would increase our dividend rate by 8% and also increased our share repurchase authorizations by $15 billion.

We had $3.17 billion of cash and cash equivalents and $5.92 billion of short-term investments as of September 30, 2022. We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and debt-related payments, and other business requirements for at least the next 12 months.

Non-GAAP financial information



This MD&A includes references to free cash flow and ratios based on that
measure. These are financial measures that were not prepared in accordance with
generally accepted accounting principles in the United States (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.
                                                                For 12 Months Ended
                                                                   September 30,
                                                               2022              2021               Change
Cash flow from operations (GAAP)                           $   9,035          $  8,524                    6  %
Capital expenditures                                          (3,112)           (1,392)
Free cash flow (non-GAAP)                                  $   5,923          $  7,132                  (17) %

Revenue                                                    $  20,190          $ 17,588

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

                                                          44.7  %           48.5  %
Free cash flow as a percentage of revenue (non-GAAP)            29.3  %     

40.6 %


                                       21

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses