TXNTexas Instruments

We note your effective tax rate declined to 8% in the first quarter of 2025. We further note that the reason for this decline is not addressed in any detail in your income tax footnote or in your MD&A analysis of results.

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Please revise future filings to explain in reasonable detail any significant fluctuations in your effective tax rate, including whether this resulted from an unusual or infrequent event that would cause reported financial information not to be necessarily indicative of future operating results. Overview, page 18 In future filings, please include a discussion of the economic or industry-wide factors that affect the quality of, and potential variability of, your earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future 2. performance. For example, you discussed during your quarterly earnings calls that your company's results were impacted by the industry-wide trend of semiconductor customers accumulating chip stockpiles during the pandemic to mitigate potential supply chain disruptions, which led to higher volumes of chip purchases during the pandemic, and the subsequent drawing down of their excess chip inventory led to reduced volumes of chip purchases. This factor is not discussed in your December 31, 2024 Form 10-K or subsequent March 31, 2025 Form 10-Q. In addition, please consider addressing other broad economic or industrywide events or uncertainties as they occur. Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350. Results of Operations, page 19 3. We note your analysis of changes in revenue is limited to indicating that revenue from your Analog segment declined due to the product mix, and revenue from your Embedded Processing segment and revenue from other operations declined due to lower volume from lower demand. To better achieve the objective of providing sufficient insight for a reader to see the business through the eyes of management, please revise future filings to provide a more informative analysis of material changes in your revenue. In doing so, please disclose both the extent to which changes in each of price, volume, and product mix had a material impact on your consolidated and segment revenue and disclose management's insight into the reasons underlying those material changes in price, volume, and product mix. Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350. 4. We note your analysis of the segment profit measure used by the CODM, Operating Profit, on both a consolidated and segment basis and have the following comments: • Where you indicate that multiple factors contributed to a material change in your results, including but not limited to your analysis of operating profit, please revise future filings to quantify the impact of each material factor identified. • Additionally, please revise future filings to provide a more detailed analysis of material changes in your operating profit and, if appropriate, a separate detailed analysis of changes in revenue, cost of revenue, and operating expenses for each of your Analog and Embedded Processing segments and other operations. 5. Please revise future filings to include matters that had or are reasonably likely to have a material impact on the relationship between costs and revenues. For example, you mention during your year-end earnings calls that your Embedded Processing segment is disproportionately impacted by fixed manufacturing costs from your LFAB facility, contributing to a significantly larger decline in its 2024 operating profit margin as compared to your Analog segment. In addition, constructing or expanding fabrication facilities may impact your fixed costs in 2025 and could impact the relative allocation of costs between your segments. Refer to Item 303 of Regulation S-K and SEC Release Nos. 33-6835 and 33-8350. Financial Condition, page 20 We note your inventory increased during each of 2023 and 2024, despite the fact that your sales volume declined in each of those two years. While you currently identify 6. the increase in the dollar amount and days of inventory in 2024, please revise future filings to provide additional insight into the reasons underlying this increase. In doing so, please consider disclosing the strategic decision to bring production of your chips in-house, the gearing up of your LFAB facility, and that bringing production of your chips in-house and building up your inventory will better position you to meet the anticipated increase in demand in the next semiconductor cycle upturn. These items were mentioned during your quarterly earnings calls. Refer to Item 303 of Regulation Note 2 - Basis of presentation and significant accounting policies and practices, page 32 7. Please revise future filings to disclose information about recently issued accounting standards you have not yet adopted, including: • A brief description of the new standard, the date that adoption is required and the date that you plan to adopt, if earlier; • A discussion of the methods of adoption allowed by the standard and the method that you expect to use; and • A discussion of the impact that adoption of the standard is expected to have on the financial statements or that the effect is not known or reasonably estimable. Refer to SAB 74 (Topic 11M).

As stated in the MD&A on page 16 of the Company’s Form 10-Q for the quarter ended March 31, 2025 (the “Q1 2025 Form 10-Q”), the decline in the Company’s provision for income taxes was primarily due to discrete tax benefits, which is consistent with the change in the effective tax rate for the periods, as presented in the income tax footnote on page 9 of the Q1 2025 Form 10-Q. The Company will clarify this in future filings, to the extent changes in the effective tax rate are material. Read in the reply ↗

We note your response to prior comment 1. As the term "discrete tax benefits" could refer to a variety of situations giving rise to adjustments to your income taxes during the quarter, please revise your upcoming Form 10-Q to explain in reasonable detail the nature of and amounts related to each type of material discrete tax benefit that contributed to the fluctuation in your effective tax rate.

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Please include your proposed future disclosure with your response.

In future filings, the Company will describe in reasonable detail the discrete tax benefits that contributed to a material fluctuation in the Company’s effective tax rate.

Please refer to pages 20 and 22 in the MD&A contained in the Company’s Form 10-Q for the quarter ended June 30, 2025 (the “Q2

2025 Form 10-Q”), for an illustration of the type of disclosure that will be provided. Read in the reply ↗

We note your response to prior comment 2. In your upcoming Form 10-Q, please describe the economic or industry-wide factors that affect the quality of, and potential variability of, your earnings and cash flow, providing similar transparency and granularity to the information conveyed on your earnings calls. Please include your proposed future disclosure with your response.

The Company’s future filings will include a discussion of material economic or industry-wide factors that affect the quality of, and potential variability of, the Company’s earnings and cash flow. Please refer to page 20 in the MD&A contained in the Company’s Q2 2025 Form 10-Q for an illustration of the type of disclosure that will be provided. Read in the reply ↗

We note your response to prior comments 3 through 6 and reissue the comments. In your upcoming Form 10-Q, please provide a more informative analysis of the underlying factors contributing to material changes to your results of operations and your financial condition. In doing so, please provide similar transparency and

The Company will revise its approach in future filings to include the type of disclosures set forth on pages 18-24 in the MD&A contained in the Company’s Q2 2025 Form 10-Q. Read in the reply ↗

We note your response to prior comment 7. Please provide us with your proposed future disclosure of recently issued accounting standards you have not yet adopted.

The Company added the following disclosure to Note 2 – Basis of presentation and significant accounting policies and practices in its Q2 2025 Form 10-Q:

Changes in accounting standards – standards not yet adopted

ASU 2023-09, Improvements to Income Tax Disclosures

This standard requires disaggregated income tax disclosures on effective tax rate reconciliations and income taxes paid.

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ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

As a result of adopting this guidance, certain of our income tax disclosures will be expanded.

ASU 2024-03, Disaggregation of Income Statement Expenses

This standard requires disaggregated disclosures of certain expense captions into specified categories in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. We are currently evaluating the potential impact of this standard on our financial statement disclosures.

Read in the reply ↗