What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-02 compared with 2023-02-03 · 32 added, 38 removed, 187 unchanged (27% of the section changed)

3 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective.

Internal control over financial reportin g

Internal control over financial reporting

Report by management on internal control over financial reporting

34 unchanged sentences

Other information

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

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.

Not applicable.

Disclosure regarding foreign jurisdictions that prevent inspections

42 unchanged sentences

8-K 001-3761 May 23, 2011 4.2

4(b) Officer’s Certificate

4(b) Officers’ Certificate

8-K 001-3761 May 4, 2017 4.1

4(c) Officers’ Certificate

8-K 001-3761 March 12, 2014 4.2

8-K 001-3761 November 3, 2017 4.1

4(d) Officers’ Certificate

1 unchanged sentence

4(e) Officers’ Certificate

8-K 001-3761 May 4, 2017 4.1

8-K 001-3761 June 8, 2018 4.1

4(f) Officers’ Certificate

8-K 001-3761 November 3, 2017 4.1

8-K 001-3761 March 11, 2019 4.1

4(g) Officers’ Certificate

8-K 001-3761 May 7, 2018 4.1

8-K 001-3761 September 4, 2019 4.1

4(h) Officers’ Certificate

8-K 001-3761 June 8, 2018 4.1

4(i) Officers’ Certificate

8-K 001-3761 March 12, 2020 4.1

4(i) Officers’ Certificate

8-K 001-3761 May 4, 2020 4.1

4(j) Officers’ Certificate

1 unchanged sentence

4(k) Officers’ Certificate

8-K 001-3761 March 12, 2020 4.1

8-K 001-3761 August 16, 2022 4.1

4(l) Officers’ Certificate

8-K 001-3761 May 4, 2020 4.1

8-K 001-3761 November 18, 2022 4.1

4(m) Officers’ Certificate

8-K 001-3761 September 15, 2021 4.1

8-K 001-3761 March 14, 2023 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

8-K 001-3761 May 18, 2023 4.1

4(o) Description of Securities

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

13 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*

DEF 14A 001-3761 March 9, 2016 Appendix B

Incorporated by Reference Filed or Furnished Herewith

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

10(i) Texas Instruments 2009 Director Compensation Plan as amended January 19, 2012

2 unchanged sentences

10-K 001-3761 February 20, 2020 10(k)

10(k) Form of Non-Qualified Stock Option Award Agreement for Exec utive Officers effe ctive as of January 18, 2024 *

10(l) Form of Restricted Stock Unit Award Agreement for Exe c utive Officers effective as of January 18, 2024 *

21 List of Subsidiaries of the Registrant

23 Consent of Independent Registered Public Accounting Firm

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

31(a) Rule 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

1 unchanged sentence

32(b) Section 1350 Certification of Chief Financial Officer

97 Texas Instruments Incorporated Recoupment Policy

101.ins Instance Document X

18 unchanged sentences

• 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;

• 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;

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

19 unchanged sentences

February 2, 2024

Each person whose signature appears below constitutes and appoints each of Richard K.

Templeton, Rafael R.

Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael R.

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, 2023, 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 3rd day of February 2023.

Blinn /s/ Todd M.

5 unchanged sentences

/s/ Martin S.

Craighead /s/ Jean M.

Craighead /s/ Curtis C.

Craighead, Director

Farmer , Director

Hobby /s/ Ronald Kirk

Hobby, Director

/s/ Michael D.

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 /s/ Robert E.

Patsley, Director

/s/ Robert E.

Sanchez /s/ Richard K.

Sanchez, Director

Templeton, Director,

/s/ Richard K.

Templeton /s/ Haviv Ilan

Templeton, Director and

Chairman of the Board

President and Chief Executive Officer

Haviv Ilan, Director, President and

Chief Executive Officer

/s/ Rafael R.

5 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