What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-04 compared with 2021-02-05 · 39 added, 23 removed, 181 unchanged (26% of the section changed)

36 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

1 unchanged sentence

Other information

Section 13(r) of the Securities Exchange Act of 1934 disclosure

During the period covered by this report and as permitted by General License 1B from the U.S.

Office of Foreign Assets Control, we engaged with the Russian Federal Security Service (FSB) solely to permit the import, distribution and use of certain of our catalog semiconductor products in Russia.

No gross revenue or net profit is directly attributable to these engagements with the FSB, and we intend to continue them to the extent permitted by law.

Disclosure regarding foreign jurisdictions that prevent inspections

Not applicable.

18 unchanged sentences

Total 29,280,162 (d) $ 91.92 69,842,569

(a) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 Long-Term Incentive Plan (the “2009 LTIP”) and predecessor stockholder-approved plans, the Texas Instruments 2009 Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 ESPP”) and the Texas Instruments 2018 Director Compensation Plan (the “2018 Director Plan”).

(a) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 Long-Term Incentive Plan (the “2009 LTIP”) and its predecessor stockholder-approved plans, the Texas Instruments 2009 Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 ESPP”) and the Texas Instruments 2018 Director Compensation Plan (the “2018 Director Plan”).

(b) Restricted stock units and stock units credited to directors’ deferred compensation accounts are settled in shares of TI common stock on a one-for-one basis.

17 unchanged sentences

3(b) By-Laws of the Registrant

8-K 001-3761 July 16, 2020 3

8-K 001-3761 January 26, 2022 3

4(a) Indenture

2 unchanged sentences

8-K 001-3761 May 8, 2013 4.2

4(c) Officer’s Certificate

4(c) Office r s ’ Certificate

8-K 001-3761 March 12, 2014 4.2

19 unchanged sentences

10-K 001-3761 February 20, 2020 4(l)

4(n) Officers ’ Certificate

8-K 001-3761 September 15, 2021 4.1

10(a) TI Deferred Compensation Plan, as amended*

16 unchanged sentences

10-K 001-3761 February 23, 2017 10(n)

Incorporated by Reference Filed or Furnished Herewith

Designation of Exhibit Description of Exhibit Form File Number Date of Filing Exhibit Number

10(j) Texas Instruments 2018 Director Compensation Plan as amended December 5, 2019

2 unchanged sentences

23 Consent of Independent Registered Public Accounting Firm

31(a) Rule 13a-14(a Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31(a) Rule 13a-14(aRule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer

31(b) Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32(a) Section 1350 Certification of Chief Executive Officer

Incorporated by Reference Filed or Furnished Herewith

Designation of Exhibit Description of Exhibit Form File Number Date of Filing Exhibit Number

32(b) Section 1350 Certification of Chief Financial Officer

17 unchanged sentences

• Our ability to compete in products and prices in an intensely competitive industry;

• Evolving cybersecurity and other threats relating to our information technology systems or those of our customers or suppliers;

• Evolving cybersecurity and other threats relating to our information technology systems or those of our customers, vendors and other third parties;

• Our ability to successfully implement and realize opportunities from strategic, business and organizational changes, or our ability to realize our expectations regarding the amount and timing of associated restructuring charges and cost savings;

• Our ability to develop, manufacture and market innovative products in a rapidly changing technological environment, and our timely implementation of new manufacturing technologies and installation of manufacturing equipment;

• Our ability to develop, manufacture and market innovative products in a rapidly changing technological environment, our timely implementation of new manufacturing technologies and installation of manufacturing equipment, and our ability to realize expected returns on significant investments in manufacturing capacity;

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

• Product liability, warranty or other claims relating to our products, manufacturing, delivery, services, design or communications, or recalls by our customers for a product containing one of our parts;

• Product liability, warranty or other claims relating to our products, software, manufacturing, delivery, services, design or communications, or recalls by our customers for a product containing one of our parts;

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

• Changes in tax law and accounting standards that impact the tax rate applicable to us, the jurisdictions in which profits are determined to be earned and taxed, adverse resolution of tax audits, increases in tariff rates, and the ability to realize deferred tax assets;

• A loss suffered by one of our customers or distributors with respect to TI-consigned inventory;

• Financial difficulties of our distributors or semiconductor distributors’ promotion of competing product lines to our detriment;

or disputes with current or former distributors;

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

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

• Our ability to maintain or improve profit margins, including our ability to utilize our manufacturing facilities at sufficient levels to cover our fixed operating costs, in an intensely competitive and cyclical industry and changing regulatory environment;

2 unchanged sentences

• Instability in the global credit and financial markets;

• Increases in health care and pension benefit costs;

• Our ability to recruit and retain skilled personnel, and effectively manage key employee succession;

6 unchanged sentences

/s/ Rafael R.

Senior Vice President,

Chief Financial Officer

and Chief Accounting Officer

Lizardi, Senior Vice President and Chief Financial Officer

February 4, 2022

1 unchanged sentence

Templeton, Rafael R.

Lizardi and Cynthia Hoff Trochu, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, 2020, to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Lizardi, Julie C.

Knecht and Cynthia Hoff Trochu, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, 2021, to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the 4th day of February 2022.

Signature Title

Blinn /s/ Todd M.

Blinn, Director

Bluedorn, Director

Clark /s/ Carrie S.

Clark, Director

/s/ Carrie S.

Cox, Director

/s/ Martin S.

Craighead /s/ Jean M.

Craighead, Director

1 unchanged sentence

/s/ Michael D.

/s/ Ronald Kirk

Hsu /s/ Haviv Ilan

Hsu, Director

Haviv Ilan, Director,

Executive Vice President and Chief Operating Officer

/s/ Ronald Kirk /s/ Pamela H.

Ronald Kirk, Director

/s/ Pamela H.

Patsley, Director

/s/ Robert E.

Sanchez /s/ Richard K.

Sanchez, Director

/s/ Richard K.

Templeton Director, Chairman of the Board, President and Chief Executive Officer

Templeton, Director,

Chairman of the Board,

President and Chief Executive Officer

/s/ Rafael R.

Lizardi Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Lizardi /s/ Julie C.

Lizardi, Senior Vice President and

Chief Financial Officer

Knecht, Vice President and

Chief Accounting Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures