·

“Revenue declined 2 percent year over year, inclusive of notably weak demand in communications equipment and continued strong demand in automotive.

·

“Even so, our core businesses of Analog and Embedded Processing, together, grew slightly year over year and comprised 85 percent of second-quarter revenue. Analog delivered its eighth consecutive quarter of year-over-year growth.

·

“Gross margin of 58.2 percent was up 1 percentage point from a year ago, reflecting the diversity and longevity of our product portfolio, as well as the efficiency of our manufacturing strategy.

·

“Our cash flow from operations once again underscored the strength of our business model.  Free cash flow for the trailing 12 months was up 13 percent from a year ago to $3.6 billion, or 27 percent of revenue. This represents an increase of 2 percentage points from a year ago and is consistent with our targeted range of 20-30 percent of revenue.

·

“We returned $4.1 billion to shareholders in the past 12 months through stock repurchases and dividends.

·

“Our strategy to return to shareholders 100 percent of free cash flow plus proceeds from exercises of equity compensation minus net debt retirement reflects our confidence in the long-term sustainability of our business model.

·

“Our balance sheet remains strong with $3.3 billion of cash and short-term investments at the end of the quarter, 82 percent of which was owned by the company’s U.S. entities. Inventory ended the quarter at 126 days.

·

“While strength in demand varies by end markets, our market in total is expected to be weaker year over year in the third quarter than it was in the second. Consistent with this view, TI’s outlook is for revenue in the range of $3.15 billion to $3.41 billion, and earnings per share between 62 and 72 cents. For the year 2015, TI’s annual effective tax rate is expected to be about 30 percent, unchanged from previous guidance.”

2Q15

2Q14

Change

Revenue

$

3,232

$

3,292

-2

%

Operating profit

$

1,010

$

982

3

%

Net income

$

696

$

683

2

%

Earnings per share

$

0.65

$

0.62

5

%

Trailing 12 Months

2Q15

2Q15

2Q14

Change

Cash flow from operations

$

820

$

4,084

$

3,587

14

%

Capital expenditures

$

125

$

476

$

388

23

%

Free cash flow

$

695

$

3,608

$

3,199

13

%

Free cash flow % of revenue

27

%

25

%

Trailing 12 Months

2Q15

2Q15

2Q14

Change

Dividends paid

$

354

$

1,385

$

1,282

8

%

Stock repurchases

$

654

$

2,692

$

2,931

-8

%

Total cash returned

$

1,008

$

4,077

$

4,213

-3

%

For Three Months Ended

June 30,

2015

2014

Revenue

$

3,232

$

3,292

Cost of revenue (COR)

1,351

1,411

Gross profit

1,881

1,881

Research and development (R&D)

320

349

Selling, general and administrative (SG&A)

470

472

Acquisition charges

82

82

Restructuring charges/other

(1

)

(4

)

Operating profit

1,010

982

Other income (expense), net (OI&E)

3

3

Interest and debt expense

24

24

Income before income taxes

989

961

Provision for income taxes

293

278

Net income

$

696

$

683

Diluted earnings per common share

$

.65

$

.62

Average diluted shares outstanding (millions)

1,051

1,086

Cash dividends declared per common share

$

.34

$

.30

As a result of accounting rule ASC 260, which requires a portion of Net income to be allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents, diluted EPS is calculated using the following:

Net income

$

696

$

683

Income allocated to RSUs

(10

)

(10

)

Income allocated to common stock for diluted EPS

$

686

$

673

June 30,

2015

2014

Assets

Current assets:

Cash and cash equivalents

$

1,184

$

1,216

Short-term investments

2,122

1,588

Accounts receivable, net of allowances of ($17) and ($14)

1,434

1,527

Raw materials

112

93

Work in process

940

894

Finished goods

833

757

Inventories

1,885

1,744

Deferred income taxes

347

389

Prepaid expenses and other current assets

1,088

992

Total current assets

8,060

7,456

Property, plant and equipment at cost

6,097

6,452

Accumulated depreciation

(3,412

)

(3,408

)

Property, plant and equipment, net

2,685

3,044

Long-term investments

228

219

Goodwill, net

4,362

4,362

Acquisition-related intangibles, net

1,742

2,062

Deferred income taxes

169

194

Capitalized software licenses, net

63

101

Overfunded retirement plans

127

126

Other assets

96

246

Total assets

$

17,532

$

17,810

Liabilities and stockholders’ equity

Current liabilities:

Current portion of long-term debt

$

1,750

$

254

Accounts payable

417

402

Accrued compensation

481

484

Income taxes payable

117

109

Deferred income taxes

3

2

Accrued expenses and other liabilities

425

552

Total current liabilities

3,193

1,803

Long-term debt

3,134

4,394

Underfunded retirement plans

254

224

Deferred income taxes

355

484

Deferred credits and other liabilities

391

439

Total liabilities

7,327

7,344

Stockholders’ equity:

Preferred stock, $25 par value. Authorized – 10,000,000 shares.

Participating cumulative preferred. None issued.

—

—

Common stock, $1 par value. Authorized – 2,400,000,000 shares.

Shares issued – 1,740,815,939

1,741

1,741

Paid-in capital

1,504

1,273

Retained earnings

30,286

28,686

Treasury common stock at cost.

Shares: June 30, 2015 – 706,714,155; June 30, 2014 – 673,260,360

(22,812

)

(20,722

)

Accumulated other comprehensive income (loss), net of taxes (AOCI)

(514

)

(512

)

Total stockholders’ equity

10,205

10,466

Total liabilities and stockholders’ equity

$

17,532

$

17,810

For Three Months Ended

June 30,

2015

2014

Cash flows from operating activities

Net income

$

696

$

683

Adjustments to Net income:

Depreciation

198

213

Amortization of acquisition-related intangibles

80

80

Amortization of capitalized software

13

14

Stock-based compensation

84

77

Gains on sales of assets

(2

)

(2

)

Deferred income taxes

(57

)

(57

)

Increase (decrease) from changes in:

Accounts receivable

(40

)

(165

)

Inventories

(41

)

(30

)

Prepaid expenses and other current assets

(5

)

14

Accounts payable and accrued expenses

(34

)

(59

)

Accrued compensation

125

113

Income taxes payable

(225

)

(128

)

Changes in funded status of retirement plans

22

19

Other

6

3

Cash flows from operating activities

820

775

Cash flows from investing activities

Capital expenditures

(125

)

(80

)

Proceeds from asset sales

9

3

Purchases of short-term investments

(919

)

(415

)

Proceeds from short-term investments

860

1,294

Other

1

—

Cash flows from investing activities

(174

)

802

Cash flows from financing activities

Proceeds from issuance of long-term debt

498

—

Repayment of debt

(250

)

(1,000

)

Dividends paid

(354

)

(323

)

Stock repurchases

(654

)

(743

)

Proceeds from common stock transactions

51

125

Excess tax benefit from share-based payments

8

15

Other

(3

)

—

Cash flows from financing activities

(704

)

(1,926

)

Net change in Cash and cash equivalents

(58

)

(349

)

Cash and cash equivalents at beginning of period

1,242

1,565

Cash and cash equivalents at end of period

$

1,184

$

1,216

2Q15

2Q14

Change

Analog:

Revenue

$

2,049

$

1,995

3

%

Operating profit

$

728

$

664

10

%

Embedded Processing:

Revenue

$

690

$

703

-2

%

Operating profit

$

135

$

104

30

%

Other:

Revenue

$

493

$

594

-17

%

Operating profit*

$

147

$

214

-31

%

·

Revenue increased due to High Volume Analog & Logic. Power Management also grew, Silicon Valley Analog was even and High Performance Analog declined.

·

Operating profit increased primarily due to higher revenue and associated gross profit.

·

Revenue decreased due to Processor. Connectivity and Microcontrollers grew.

·

Operating profit increased due to lower operating expenses.

·

Revenue declined due to custom ASIC products. DLP products also declined, while calculators grew.

·

Operating profit decreased due to lower revenue and associated gross profit.

For 12 Months Ended

June 30,

2015

2014

Change

Cash flow from operations (GAAP)

$

4,084

$

3,587

14%

Capital expenditures

(476

)

(388

)

Free cash flow (non-GAAP)

$

3,608

$

3,199

13%

Revenue

$

13,152

$

12,547

Cash flow from operations as a percent of revenue

   (GAAP)

31

%

29

%

Free cash flow as a percent of revenue (non-GAAP)

27

%

25

%

·

Market demand for semiconductors, particularly in markets such as personal electronics and communications equipment;

·

TI’s ability to maintain or improve profit margins, including its ability to utilize its manufacturing facilities at sufficient levels to cover its fixed operating costs, in an intensely competitive and cyclical industry;

·

TI’s ability to develop, manufacture and market innovative products in a rapidly changing technological environment;

·

TI’s ability to compete in products and prices in an intensely competitive industry;

·

TI’s ability to maintain and enforce a strong intellectual property portfolio and obtain needed licenses from third parties;

·

Expiration of license agreements between TI and its patent licensees, and market conditions reducing royalty payments to TI;

·

Economic, social and political conditions in the countries in which TI, its customers or its suppliers operate, including security risks, health conditions, possible disruptions in transportation, communications and information technology networks and fluctuations in foreign currency exchange rates;

·

Natural events such as health epidemics, severe weather and earthquakes in the locations in which TI, its customers or its suppliers operate;

·

Availability and cost of raw materials, utilities, manufacturing equipment, third-party manufacturing services and manufacturing technology;

·

Changes in the tax rate applicable to TI as the result of changes in tax law, the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets;

·

Compliance with or changes in the complex laws, rules and regulations to which TI is or may become subject, or actions of enforcement authorities, that restrict our ability to manufacture our products or operate our business, or subject us to fines, penalties, or other legal liability;

·

Losses or curtailments of purchases from key customers and the timing and amount of distributor and other customer inventory adjustments;

·

Financial difficulties of our distributors or their promotion of competing product lines to TI’s detriment;

·

A loss suffered by a customer or distributor of TI with respect to TI-consigned inventory;

·

Customer demand that differs from our forecasts;

·

The financial impact of inadequate or excess TI inventory that results from demand that differs from projections;

·

Impairments of our non-financial assets;

·

Product liability or warranty claims, claims based on epidemic or delivery failure, recalls by TI customers for a product containing a TI part or other legal proceedings;

·

TI’s ability to recruit and retain skilled personnel;

·

Timely implementation of new manufacturing technologies and installation of manufacturing equipment, and the ability to obtain needed third-party foundry and assembly/test subcontract services;

·

TI’s obligation to make principal and interest payments on its debt;

·

TI’s ability to successfully integrate and realize opportunities for growth from acquisitions, and our ability to realize our expectations regarding the amount and timing of restructuring charges and associated cost savings; and

·

Breaches of our information technology systems or those of our customers or suppliers.