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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/18/22 Texas Instruments Inc. 8-K:8,9 11/18/22 13:445K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 128K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 107K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 8: R1 Document and Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- d105858d8k_htm XML 14K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.LAB XBRL Labels -- txn-20221118_lab XML 53K 7: EX-101.PRE XBRL Presentations -- txn-20221118_pre XML 34K 5: EX-101.SCH XBRL Schema -- txn-20221118 XSD 12K 12: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 13: ZIP XBRL Zipped Folder -- 0001193125-22-288982-xbrl Zip 70K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): i November 18, 2022
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE | i 001-03761 | i 75-0289970 | ||
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. employer identification no.) |
i 12500 TI BOULEVARD
i DALLAS, TEXAS i 75243
(Address of principal executive offices)
Registrant’s telephone number, including area code: i (214) i 479-3773
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, par value $1.00 | i TXN | i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED | ||||||
Date: November 18, 2022 | By: | |||||
Rafael R. Lizardi | ||||||
Senior Vice President and Chief Financial Officer |
4
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 11/18/22 | |||
11/15/22 | 4, 424B5, FWP | |||
2/4/22 | 10-K, 4, IRANNOTICE, S-3ASR | |||
5/23/11 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/24 Texas Instruments Inc. 10-K 12/31/23 103:11M 2/03/23 Texas Instruments Inc. 10-K 12/31/22 99:13M |