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TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Files An 8-K Other Events

TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Files An 8-K Other Events

Item8.01.

Other Events

Issuance of $600 Million of Notes

On May4, 2017, Texas Instruments Incorporated (Texas Instruments)
consummated the issuance and sale of $300,000,000 aggregate
principal amount of its 2.750% Notes due 2021 and $300,000,000
aggregate principal amount of its 2.625% Notes due 2024
(together, the Notes), to an underwriting agreement filed
herewith as Exhibit 1.1 dated April27, 2017 among Texas
Instruments and Citigroup Global Markets Inc., Morgan Stanley Co.
LLC and MUFG Securities Americas Inc., as representatives of the
several underwriters named therein. The Notes will be issued to
an Indenture dated as of May23, 2011 (the Indenture) between
Texas Instruments and U.S. Bank National Association, as trustee,
and an Officers Certificate issued thereto. The 2.750% Notes due
March12, 2021, are a further issuance of, and form a single
series with, the $250,000,000 aggregate principal amount of the
existing 2.750% Notes due 2021 issued by Texas Instruments on
March12, 2014.

The Notes are being offered to Texas Instruments Registration
Statement on Form S-3 filed on February24, 2016 (Reg.
No.333-209678), including the prospectus contained therein (the
Registration Statement), and a related preliminary prospectus
supplement dated April27, 2017 and a prospectus supplement dated
April27, 2017.

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 May23, 2011 and the Officers
Certificate filed herewith as Exhibit 4.1 and incorporated by
reference herein.

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Item9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

1.1 Underwriting Agreement, dated April27, 2017, among the
Company and Citigroup Global Markets Inc., Morgan Stanley Co.
LLC and MUFG Securities Americas Inc., as representatives of
the several underwriters named in Schedule II therein
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 (contained in Exhibit5.1)

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About TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN)
Texas Instruments Incorporated designs, makes and sells semiconductors to electronics designers and manufacturers across the world. The Company operates through two segments: Analog and Embedded Processing. Its Analog segment’s product line includes High Volume Analog & Logic (HVAL), Power Management (Power), High Performance Analog (HPA) and Silicon Valley Analog (SVA). Its Embedded Processing segment’s product line includes Processor, Microcontrollers and Connectivity. It is also engaged in smaller product lines, such as DLP products (primarily used in projectors to create high-definition images), certain custom semiconductors known as application-specific integrated circuits (ASICs) and calculators. The Company has design, manufacturing or sales operations in over 30 countries. It also offers baseband products, and OMAP applications processors and connectivity products, which are sold into smartphones and consumer tablets. TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) Recent Trading Information
TEXAS INSTRUMENTS INCORPORATED (NASDAQ:TXN) closed its last trading session down -0.32 at 79.44 with 4,665,029 shares trading hands.

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