Item 8.01. Other Events

Issuance of $800,000,000 of Notes

On November 18, 2022, Texas Instruments Incorporated ("Texas Instruments") consummated the issuance and sale of $300,000,000 aggregate principal amount of its 4.700% Notes due 2024 and $500,000,000 aggregate principal amount of its 4.600% Notes due 2028 (collectively, the "Notes"), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated November 15, 2022 among Texas Instruments and J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as underwriters. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the "Indenture") between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to 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 4, 2022 (Reg. No. 333-262523), including the prospectus contained therein, and a related preliminary prospectus supplement dated November 15, 2022 and a prospectus supplement dated November 15, 2022.

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 November 15, 2022 among Texas Instruments
          Incorporated and J.P. Morgan Securities LLC, Mizuho Securities USA LLC and
          Morgan Stanley & Co. LLC

 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 (included in Exhibit 5.1)

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



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