Issuance of $1,600,000,000 of Notes
On May 18, 2023, Texas Instruments Incorporated (“Texas Instruments”) consummated the issuance and sale of $200,000,000 aggregate principal amount of its 4.600% Notes due 2028 (the “2028 Notes”), $200,000,000 aggregate principal amount of its 4.900% Notes due 2033 (the “2033 Notes”) and $1,200,000,000 aggregate principal amount of its 5.050% Notes due 2063 (the “2063 Notes” and, together with the 2028 Notes and the 2033 Notes, the “Notes”), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated May 11, 2023 among Texas Instruments and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., 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 2028 Notes and the 2033 Notes are a further issuance of, and form a single series with, the $500,000,000 aggregate principal amount of the existing 4.600% Notes due 2028 issued by Texas Instruments on November 18, 2022 and the $750,000,000 aggregate principal amount of the existing 4.900% Notes due 2033 issued by Texas Instruments on March 14, 2023, respectively. The 2063 Notes are a new issuance.
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 May 11, 2023 and a prospectus supplement dated May 11, 2023.
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.
