1 unchanged sentence
Section 13(r) of the Securities Exchange Act of 1934 disclosure
−Removed: During the period covered by this report and as permitted by General License 1B from the U.S.
−Removed: 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.
−Removed: 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.
+Added: During the period covered by this report and as set forth in General License 1B from the U.S.
+Added: Office of Foreign Assets Control, we periodically filed notifications with the Russian Federal Security Service (FSB) solely to permit the import, distribution and use of certain of our catalog semiconductor products in Russia.
+Added: No gross revenue or net profit was directly attributable to these notifications to the FSB, and we may continue such notifications as required.
Designation of Exhibits in This Report Description of Exhibit
3(a) Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended (incorporated by reference to Exhibit 3(a) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
−Removed: 3(b) By-Laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant ’ s Current Report on Form 8-K filed July 16, 2020).
−Removed: 4(a) Officer s ’ Certificate, dated September 15, 2021 (incorporated by reference to Exhibit 4.1 of the Registrant ’ s Current Report on Form 8-K filed September 15, 2021).
+Added: 3(b) By-Laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K filed January 2 6 , 2022).
31(a) Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
22 unchanged sentences
• Our ability to compete in products and prices in an intensely competitive industry;
−Removed: • Evolving cybersecurity and other threats relating to our information technology systems or those of our customers or suppliers;
+Added: • 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;
−Removed: • 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;
+Added: • 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;
−Removed: • 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;
+Added: • 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;
−Removed: • 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;
−Removed: • Losses or curtailments of purchases from key customers or the timing and amount of distributor and other customer inventory adjustments;
+Added: • 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;
−Removed: • 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.
−Removed: Senior Vice President and
−Removed: Chief Financial Officer
−Removed: October 27, 2021
+Added: Lizardi, Senior Vice President and Chief Financial Officer
+Added: April 27, 2022
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.