What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-03 compared with 2022-02-04 · 28 added, 23 removed, 197 unchanged (21% of the section changed)

41 unchanged sentences

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.

During the first quarter of 2022 and as set forth in General License 1B from the U.S.

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.

No gross revenue or net profit was directly attributable to these notifications to the FSB, and we do not intend to continue such notifications.

In February 2022, we decided to no longer sell any products in Russia or Belarus.

Disclosure regarding foreign jurisdictions that prevent inspections

44 unchanged sentences

8-K 001-3761 May 8, 2013 4.2

4(c) Office r s ’ Certificate

4(c) Officers’ Certificate

8-K 001-3761 March 12, 2014 4.2

4(d) Officer s ’ Certificate

4(d) Officers’ Certificate

8-K 001-3761 May 6, 2016 4.1

4(e) Officer s ’ Certificate

4(e) Officers’ Certificate

8-K 001-3761 May 4, 2017 4.1

4(f) Officer s ’ Certificate

4(f) Officers’ Certificate

8-K 001-3761 November 3, 2017 4.1

4(g) Officer s ’ Certificate

4(g) Officers’ Certificate

8-K 001-3761 May 7, 2018 4.1

4(h) Officer s ’ Certificate

4(h) Officers’ Certificate

8-K 001-3761 June 8, 2018 4.1

4(i) Officer s ’ Certificate

4(i) Officers’ Certificate

8-K 001-3761 March 11, 2019 4.1

4(j) Officer s ’ Certificate

4(j) Officers’ Certificate

8-K 001-3761 September 4, 2019 4.1

4(k) Officer s ’ Certificate

4(k) Officers’ Certificate

8-K 001-3761 March 12, 2020 4.1

4(l) Officer s ’ Certificate

4(l) Officers’ Certificate

8-K 001-3761 May 4, 2020 4.1

4(m) Description of Securities

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

4(n) Officers ’ Certificate

4(m) Officers’ Certificate

8-K 001-3761 September 15, 2021 4.1

4(n) Officers’ Certificate

8-K 001-3761 August 16, 2022 4.1

4(o) Officers’ Certificate

8-K 001-3761 November 18, 2022 4.1

4(p) Description of Securities

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

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

12 unchanged sentences

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

Incorporated by Reference Filed or Furnished Herewith

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

10(h) Texas Instruments 2009 Long-Term Incentive Plan as amended April 21, 2016*

2 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

20 unchanged sentences

We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of TI or our management:

• The duration and scope of the COVID-19 pandemic, government and other third-party responses to it and the consequences for the global economy, including to our business and the businesses of our suppliers, customers and distributors;

• Economic, social and political conditions, and natural events in the countries in which we, our customers or our suppliers operate, including global trade policies;

1 unchanged sentence

• 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, vendors and other third parties;

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

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

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

• 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;

8 unchanged sentences

• Instability in the global credit and financial markets;

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

• Impairments of our non-financial assets.

11 unchanged sentences

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, 2022, 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.

Blinn /s/ Todd M.

29 unchanged sentences

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