Filed Pursuant to Rule 433
Registration No. 333-186803
Issuer Free Writing Prospectus dated April 27, 2015
Relating to Preliminary Prospectus Supplement dated April 27, 2015
TEXAS INSTRUMENTS INCORPORATED
Pricing Term Sheet
1.750% Notes due 2020
| Issuer: |
Texas Instruments Incorporated (“TI”) | |
| Principal Amount: |
$500,000,000 | |
| Maturity: |
May 1, 2020 | |
| Coupon: |
1.750% | |
| Price to Public: |
99.649% of principal amount | |
| Interest Payment Dates: |
May 1 and November 1 beginning on November 1, 2015, and on the maturity date | |
| Day Count Convention: |
30/360 | |
| Proceeds (before expenses) to TI: |
$496,495,000 | |
| Benchmark Treasury: |
1.375% due March 31, 2020 | |
| Spread to Benchmark Treasury: |
50 basis points | |
| Yield to Maturity: |
1.824% | |
| Benchmark Treasury Price and Yield: |
100-7 3⁄4; 1.324% | |
| Make-Whole Call: |
At any time before April 1, 2020 (one month before the maturity date) at the greater of 100% of the principal amount of the notes being redeemed or discounted present value at the rate of Treasury plus 10 basis points | |
| Par Call: |
At any time on or after April 1, 2020 (one month before the maturity date) at 100% of the principal amount of notes being redeemed | |
| Trade Date: |
April 27, 2015 | |
| Settlement Date: |
May 6, 2015 (T+7) | |
| Denominations: |
$2,000 and multiples of $1,000 thereafter | |
| CUSIP/ISIN: |
882508 AZ7 / US882508AZ72 | |
| Ratings: |
Moody’s: A1 (stable outlook) S&P: A+ (stable outlook) | |
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC Mitsubishi UFJ Securities (USA), Inc. Morgan Stanley & Co. LLC | |
| Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA Inc. | ||
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
It is expected that delivery of the notes will be made against payment therefore on or about May 6, 2015, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next three succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.
The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling J.P. Morgan Securities LLC at (212) 834-4533, Mitsubishi UFJ Securities (USA), Inc. at (877) 649-6848 or Morgan Stanley & Co. LLC at (866) 718-1649.
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