Filed Pursuant to Rule 424(b)(5)
Registration No. 333-262523
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these notes has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated
February 4, 2022)
$
$ % Notes due 20
$ % Notes due 20
$ % Notes due 20
$ % Notes due 20
$ 5.050% Notes due 2063
Texas Instruments Incorporated is
offering $ aggregate principal amount of its % Notes due 20 (the 20 Notes), $ aggregate principal amount of its % Notes due 20 (the 20
Notes), $ aggregate principal amount of its % Notes due 20 (the 20 Notes), $ aggregate principal amount of its % Notes due 20 (the 20
Notes) and $ aggregate principal amount of its 5.050% Notes due 2063 (the 2063 Notes, and together with the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes, the
Notes), which will bear interest at the applicable rate per year for each series as set forth above. The 2063 Notes will be a further issuance of, and will form a single series with, the $1,200,000,000 aggregate principal amount of
5.050% Notes due 2063 issued on May 18, 2023 (the Existing 2063 Notes). The 2063 Notes offered hereby will have the same terms (other than the issue date, price to public and initial interest payment date) and will vote together as
a single class, with the same CUSIP number as, and be fungible with, the Existing 2063 Notes. Upon completion of this offering, we will have $ aggregate principal amount of outstanding 2063 Notes. Interest on the 20 Notes
will be payable semi-annually in arrears on and of each year, beginning on , 2024. Interest on the 20 Notes will be payable semi-annually in arrears on
and of each year, beginning on , 2024. Interest on the 20 Notes will be payable semi-annually in arrears on and
of each year, beginning on , 2024. Interest on the 20 Notes will be payable semi-annually in arrears on and of each year,
beginning on , 2024. Interest on the 2063 Notes offered hereby will be payable semi-annually in arrears on May 18 and November 18 of each year, beginning on May 18, 2024.
The 20 Notes will mature on , 20 , the 20 Notes will mature on 20 , the
20 Notes will mature on 20 , the 20 Notes will mature on , 20 and the 2063 Notes will mature on May 18, 2063.
We may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices indicated under the caption Description of
the NotesOptional Redemption.
The Notes will be our unsecured senior obligations and will rank equally with all of our other existing and
future unsecured and unsubordinated indebtedness from time to time outstanding.
Investing in the Notes
involves risks. See Risk Factors beginning on page S-5.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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Per 20 Note |
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(1) |
In the case of the 2063 Notes, plus accrued interest from November 18, 2023. |
Interest on the 20 Notes offered hereby will accrue from , 2024 to the date of delivery. Interest on the 20 Notes offered
hereby will accrue from , 2024 to the date of delivery. Interest on the 20 Notes offered hereby will accrue from , 2024 to the date of delivery. Interest on the 20 Notes offered hereby will
accrue from , 2024 to the date of delivery. Interest on the 2063 Notes offered hereby will accrue from, and including, November 18, 2023 to, but excluding, the date of delivery.
The underwriters expect to deliver the Notes to purchasers only in book-entry form through the facilities of the Depository Trust Company and its participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., on or about , 2024, which is the business day following the date of this prospectus supplement. See Underwriting.
Joint Book-Running Managers
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BofA Securities |
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Citigroup |
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Mizuho |
, 2024