What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-02 · 53 added, 48 removed, 171 unchanged (37% of the section changed)

15 unchanged sentences

Report of independent registered public accounting firm

To the Shareholders and the Board of Directors of Texas Instruments Incorporated

To the Stockholders and the Board of Directors of Texas Instruments Incorporated

Opinion on internal control over financial reporting

1 unchanged sentence

In our opinion, Texas Instruments Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 2, 2024, expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 14, 2025, expressed an unqualified opinion thereon.

Basis for opinion

24 unchanged sentences

A list of our executive officers and their biographical information appears in Part I, Item 1 of this report.

The information with respect to Section 16(a) of the Securities Exchange Act of 1934 beneficial ownership reporting compliance contained under the caption “Delinquent Section 16(a) reports” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

Code of ethics

4 unchanged sentences

The information contained under the caption “Committees of the board” with respect to the audit committee and the audit committee financial expert in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

Insider trading policies and procedures

The information contained under the caption “Insider trading policies and procedures” in our proxy statement for the 2025 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

Executive compensation

8 unchanged sentences

Total 30,369,933 (d) $ 137.01 65,541,964

(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”).

(a) Includes shares of TI common stock to be issued under the Texas Instruments 2003 Director Compensation Plan, the Texas Instruments 2009 Director Compensation Plan, the TI Employees 2014 Stock Purchase Plan (the “2014 ESPP”), the Texas Instruments 2018 Director Compensation Plan (the “2018 Director Plan”), and the Texas Instruments 2024 Long-Term Incentive Plan (the “2024 LTIP”) and its predecessor stockholder-approved plans.

(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.

21 unchanged sentences

4(b) Officers’ Certificate

8-K 001-3761 May 4, 2017 4.1

4(c) Officers’ Certificate

8-K 001-3761 November 3, 2017 4.1

4(d) Officers’ Certificate

4(c) Officers’ Certificate

8-K 001-3761 May 7, 2018 4.1

4(e) Officers’ Certificate

4(d) Officers’ Certificate

8-K 001-3761 June 8, 2018 4.1

4(f) Officers’ Certificate

4(e) Officers’ Certificate

8-K 001-3761 March 11, 2019 4.1

4(g) Officers’ Certificate

4(f) Officers’ Certificate

8-K 001-3761 September 4, 2019 4.1

4(h) Officers’ Certificate

4(g) Officers’ Certificate

8-K 001-3761 March 12, 2020 4.1

4(i) Officers’ Certificate

4(h) Officers’ Certificate

8-K 001-3761 May 4, 2020 4.1

4(j) Officers’ Certificate

4(i) Officers’ Certificate

8-K 001-3761 September 15, 2021 4.1

4(k) Officers’ Certificate

4(j) Officers’ Certificate

8-K 001-3761 August 16, 2022 4.1

4(l) Officers’ Certificate

4(k) Officers’ Certificate

8-K 001-3761 November 18, 2022 4.1

4(m) Officers’ Certificate

4(l) Officers’ Certificate

8-K 001-3761 March 14, 2023 4.1

4(n) Officers’ Certificate

4(m) Officers’ Certificate

8-K 001-3761 May 18, 2023 4.1

4(n) Officers’ Certificate

8-K 001-3761 February 8, 2024 4.1

4(o) Description of Securities

20 unchanged sentences

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

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

10(j) Form of Non-Qualified Stock Option Award Agreement for Executive Officers effective as of January 18, 2024*

10-K 001-3761 February 2, 2024 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 *

10(k) Form of Restricted Stock Unit Award Agreement for Executive Officers effective as of January 18, 2024*

10-K 001-3761 February 2, 2024 10(l)

10(l) Texas Instruments 2024 Long-Term Incentive Plan*

DEF 14A 001-3761 March 12, 2024 Appendix A

10(m) Texas Instruments 2018 Director Compensation Plan as amended April 25, 2024

10-Q 001-3761 July 24, 2024 10(a)

19 Texas Instruments Incorporated Insider Trading Policy

21 List of Subsidiaries of the Registrant

5 unchanged sentences

97 Texas Instruments Incorporated Recoupment Policy

10-K 001-3761 February 2, 2024 97

101.ins Instance Document X

36 unchanged sentences

TEXAS INSTRUMENTS INCORPORATED

/s/ Rafael R.

Lizardi, Senior Vice President and Chief Financial Officer

/s/ Rafael Lizardi

Rafael Lizardi, Senior Vice President and Chief Financial Officer

February 14, 2025

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 2nd day of February 2024.

Blinn /s/ Todd M.

Blinn, Director

Bluedorn, Director

Clark /s/ Carrie S.

Clark, Director

Cox, Director

/s/ Martin S.

Craighead /s/ Curtis C.

Craighead, Director

Farmer , Director

Hobby /s/ Ronald Kirk

Hobby, Director

Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael Lizardi, Julie Knecht and Katie Kane, 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, 2024, 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.

/s/ Mark Blinn /s/ Todd Bluedorn

Mark Blinn, Director

Todd Bluedorn, Director

/s/ Janet Clark /s/ Carrie Cox

Janet Clark, Director

Carrie Cox, Director

/s/ Martin Craighead /s/ Reginald DesRoches

Martin Craighead, Director

Reginald DesRoches, Director

/s/ Curtis Farmer /s/ Jean Hobby

Curtis Farmer , Director

Jean Hobby, Director

/s/ Ronald Kirk /s/ Pamela Patsley

Ronald Kirk, Director

/s/ Pamela H.

Patsley /s/ Robert E.

Patsley, Director

Sanchez, Director

/s/ Richard K.

Templeton /s/ Haviv Ilan

Templeton, Director and

Pamela Patsley, Director

/s/ Robert Sanchez /s/ Richard Templeton

Robert Sanchez, Director

Richard Templeton, Director and

Chairman of the Board

/s/ Haviv Ilan /s/ Rafael Lizardi

Haviv Ilan, Director, President and

Chief Executive Officer

/s/ Rafael R.

Lizardi /s/ Julie C.

Lizardi, Senior Vice President and

Rafael Lizardi, Senior Vice President and

Chief Financial Officer

Knecht, Vice President and

/s/ Julie Knecht

Julie 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